SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SCOTT W DAVID

(Last)

(First)

(Middle)

C/O INVESTORS REAL ESTATE TRUST

12 SOUTH MAIN STREET

(Street)

MINOT

58701

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/20/2006

3. Issuer Name and Ticker or Trading Symbol
INVESTORS REAL ESTATE TRUST [ IRETS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities are beneficially owned	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
UPREIT Units⁽¹⁾	⁽¹⁾	⁽²⁾	Common shares of beneficial interest	1,250,202	⁽²⁾	I	by Tetrad Corporation⁽³⁾
UPREIT Units⁽¹⁾	⁽¹⁾	⁽²⁾	Common shares of beneficial interest	1,052,167	⁽²⁾	I	by Flagship Building, LLC⁽³⁾
UPREIT Units⁽¹⁾	⁽¹⁾	⁽²⁾	Common shares of beneficial interest	751,823	⁽²⁾	I	by MR Inc. No.2⁽³⁾
UPREIT Units⁽¹⁾	⁽¹⁾	⁽²⁾	Common shares of beneficial interest	371,233	⁽²⁾	I	by MR No. 18, LLC⁽³⁾
UPREIT Units⁽¹⁾	⁽¹⁾	⁽²⁾	Common shares of beneficial interest	503,406	⁽²⁾	I	by MR No. 14, LLC⁽³⁾
UPREIT Units⁽¹⁾	⁽¹⁾	⁽²⁾	Common shares of beneficial interest	188,117	⁽²⁾	I	by MR No. 15, LLC⁽³⁾
UPREIT Units⁽¹⁾	⁽¹⁾	⁽²⁾	Common shares of beneficial interest	786,015	⁽²⁾	I	by 13690 Riverport, LLC⁽³⁾
UPREIT Units⁽¹⁾	⁽¹⁾	⁽²⁾	Common shares of beneficial interest	496,275	⁽²⁾	I	by 114 Timberlands, LLC⁽³⁾
UPREIT Units⁽¹⁾	⁽¹⁾	⁽²⁾	Common shares of beneficial interest	487,711	⁽²⁾	I	by 108 Farnam, LLC⁽³⁾

Explanation of Responses:

1. Limited partnership units in IRET Properties, a North Dakota limited partnership, of which the issuer is the general partner. The UPREIT Units are redeemable on the second anniversary of the date of their acquisition for an equal number of the issuer's common shares, or, at the election of the issuer, cash based on the market value of an equal number of the issuer's common shares. The UPREIT Units were received in exchange for the indirect contribution to IRET Properties of certain real estate properties. The value of the UPREIT Units was $9.50 per unit as of the acquisition date.

2. UPREIT Units are convertible to common shares of the issuer on a one-for-one basis. UPREIT Units have no experation date.

3. The reporting person holds, directly or indirectly, an ownership interest in this entity. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	Michelle Saari, Attorney-in-Fact	10/02/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.