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)

October 21, 2008


(Exact name of registrant as specified in its charter)




(State of incorporation)



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:

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 7.01     Regulation FD Disclosure

On October 21, 2008, DeVry Inc. issued a press release announcing the U.S. Department of Justice has informed DeVry that it has declined to intervene in a lawsuit alleging DeVry submitted false claims to the U.S. Department of Education in violation of the False Claims Act.  The decision not to intervene came after the Department of Justice concluded its previously-announced inquiry into the allegations.  The lawsuit, which was unsealed as a result of the Government’s decision not to intervene, was filed by a former DeVry employee over a year ago.  If the former employee elects to proceed with the lawsuit, DeVry intends to defend itself vigorously.

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, 2008.

These forward-looking statements are based on information as of October 21, 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 October 21, 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.




October 21, 2008


/s/ Richard M. Gunst

Richard M. Gunst

Senior Vice President, Chief Financial Officer and Treasurer


Exhibit Number Description
99.1 Press Release dated October 21, 2008