Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report
(Date of earliest event reported)

May 13, 2008

(Exact name of registrant as specified in its charter)





(State of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Tower Lane, Suite 1000
Oakbrook Terrace, Illinois


(Address of principal executive offices)

(Zip Code)

(630) 571-7700
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01               Other Events

On May 13, 2008, DeVry Inc. issued a press release announcing that its Board of Directors had declared a semi-annual dividend on the company’s common stock of $0.06 per share, payable on July 10, 2008, to common stockholders of record as of June 19, 2008. The policy of the Board of Directors is that any payment of dividends will be at the discretion of the Board of Directors and will be dependent on the earnings and financial requirements of the Company and other factors as the Board of Directors deems relevant.

In addition, the Company announced its Board of Directors authorized a new share repurchase program, which allows the company to buy back up to $50 million of its common stock through December 31, 2010. The timing and amount of any repurchase will be determined by management based on its evaluation of market conditions and other factors. These repurchases may be made through the open market, including block purchases, or in privately negotiated transactions, or otherwise. The buyback will be funded through available cash balances and/or borrowings, and may be suspended or discontinued at any time.

The full text of this press release is included in Exhibit 99.1 in this Form 8-K.

Forward Looking Statements

This Form 8-K and the related press release contain forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than those that are purely historical are forward-looking statements. Words such as “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” and similar expressions also identify forward-looking statements.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause the Company’s actual results to differ materially from those projected or implied by these forward-looking statements. Additional information regarding factors that could cause results to differ can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007.

These forward-looking statements are based on information as of May 13, 2008, and the Company assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

Item 9.01               Financial Statements and Exhibits

99.1   Press Release dated May 13, 2008


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





May 13, 2008


/s/ Richard M. Gunst

Richard M. Gunst

Senior Vice President, Chief Financial Officer
and Treasurer


Exhibit Number




Press Release dated May 13, 2008