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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Fleischer Larry Alan (Last) (First) (Middle) 4615 EAST ELWOOD STREET (Street) PHOENIX AZ 85040 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/12/2006	3. Issuer Name and Ticker or Trading Symbol APOLLO GROUP INC [ APOL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive VP of Finance	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)
Class A Common Stock	1,184	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	08/31/2002	12/15/2010	Class A Common Stock	5,000	$14.8403	D
Non-Qualified Stock Option (right to buy)	08/27/2004	09/21/2011	Class A Common Stock	14,354	$17.6465	D
Non-Qualified Stock Option (right to buy)	08/31/2002	09/21/2011	Class A Common Stock	15,000	$23.3333	D
Non-Qualified Stock Option (right to buy)	01/02/2003	01/02/2012	Class A Common Stock	150	$29.3267	D
Non-Qualified Stock Option (right to buy)	08/31/2003	10/22/2012	Class A Common Stock	25,000	$41.92	D
Non-Qualified Stock Option (right to buy)	08/31/2004	10/20/2013	Class A Common Stock	25,000	$60.9	D
Non-Qualified Stock Option (right to buy)	08/31/2006(1)	11/01/2015	Class A Common Stock	16,000	$63.79	D
Non-Qualified Stock Option (right to buy)	08/31/2005(2)	08/06/2014	Class A Common Stock	20,000	$71.23	D

Explanation of Responses:

1. 25% of the shares covered by this option shall vest on the following dates: August 31,2006, August 31,2007, August 31, 2008 and August 31,2009.

2. 10,000 options were exercisable as of August 31, 2005. The remaining options shall vest as follows: 5,000 on August 31, 2007 5,000 on August 31, 2008 These 10,000 unvested options may vest at an accelerated rate if certain operational goals are achieved as of August 31, 2006.

Remarks:

Mr. Fleischer's direct ownership of 1,184 shares were purchased through an employee benefit plan that satisfies the coverage and participation requirements of Sections 423 (b) (3) and 423 (b) (5) of the Internal Revenue Code of 1986, or any successor provisions thereof.

	/s/ Larry A Fleischer	06/22/2006
	** 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.