S-8

As filed with the Securities and Exchange Commission on December 22, 2005

No. 333-______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DEVRY INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	36-3150143
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
ONE TOWER LANE OAKBROOK TERRACE, IL	60181
(Address of Principal Executive Offices)	(Zip Code)

DEVRY INC. EMPLOYEE STOCK PURCHASE PLAN
DEVRY INC. INCENTIVE PLAN OF 2005
(Full Title of the Plan)

David M. Webster
Vice President, General Counsel and Corporate Secretary
DeVry Inc.
One Tower Lane
Oakbrook Terrace, IL 60181
(630) 571-7700
(Name, address and telephone number of Agent For Service)

With a Copy To:

Edward Spacapan, Jr.
Schiff Hardin LLP
6600 Sears Tower
Chicago, IL 60606
(312) 258-5500

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
		Maximum	Maximum
Title of Securities to	Amount to be	Offering Price	Aggregate	Amount of
be Registered	Registered	Per Share*	Offering Price*	Registration Fee
Common Stock to be issued under the Employee Stock Purchase Plan, $.01 par value	200,000	$20.93	$4,186,000	$447.90
Common Stock to be issued under the Incentive Plan of 2005, $.01 par value	3,000,000	$20.93	$62,790,000	$6,718.53
TOTAL:	3,200,000	—	$66,976,000	$7,166.43

* Estimated solely for the purpose of computing the registration fee on the basis of the average of the high and low prices reported in the consolidated reporting system for the Common Stock on December 19, 2005.

TABLE OF CONTENTS

PART II
	Item 3. Incorporation of documents by reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
Restated Certificate of Incorporation
Opinion of Schiff Hardin LLP
Consent of PricewaterhouseCoopers LLP

PART II

INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT

Item 3. Incorporation of documents by reference.

     The following documents, which have heretofore been filed by the Registrant with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

(a)	Our Annual Report on Form 10-K for the fiscal year ended June 30, 2005.
(b)	Our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005.
(c)	Our Current Reports on Form 8-K filed on December 15, 2005, December 5, 2005, December 2, 2005, November 10, 2005, October 21, 2005, August 18, 2005, August 16, 2005 and July 21, 2005.
(d)	The description of Common Stock under the caption “Description of Registrant’s Securities to be Registered” included in the Registrant’s Registration Statement on Form 8-A dated April 22, 1991 filed under Section 12 of the Exchange Act, as amended by Amendment No. 1 to the Registration Statement on Form 8-A dated June 6, 1991 and Amendment No. 2 to the Registration Statement on Form 8-A dated June 12, 1991, and as further updated by the description of Common Stock contained in the Registrant’s Report on Form 10-C filed under Section 13 of the Exchange Act on September 27, 1991.
(e)	The description of the Rights contained in the Registration Statement on Form 8-A filed November 24, 2004 and in the Rights Agreement filed as Exhibit 99.1 thereto.

     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and shall be deemed a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

(a) The Delaware GCL (Section 145) gives Delaware corporations broad powers to indemnify their present and former directors and officers and those of affiliated corporations against expenses incurred in the defense of any lawsuit to which they are made parties by reason of being or having been such directors or officers, subject to specified conditions and exclusions, gives a director or officer who successfully defends an action the right to be so indemnified, and authorizes the Registrant to buy directors’ and officers’ liability insurance. Such indemnification is not exclusive of any other rights to which those indemnified may be entitled under any by-laws, agreement, vote of stockholders or otherwise.

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(b) Article TENTH of the Certificate of Incorporation of the Registrant permits, and Article VI of the By-Laws of the Registrant provides for, indemnification of directors, officers, employees and agents to the fullest extent permitted by law.

(c) In accordance with Section 102(b)(7) of the Delaware GCL, the Registrant’s Certificate of Incorporation provides that directors shall not be personally liable for monetary damages for breaches of their fiduciary duty as directors except for (1) breaches of their duty of loyalty to the Registrant or its stockholders, (2) acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law, (3) under Section 174 of the Delaware GCL (unlawful payment of dividends) or (4) transactions from which a director derives an improper personal benefit.

(d) The Registrant enters into an Indemnification Agreement with each of its Directors which provides for the indemnification of the Directors in a variety of circumstances.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     See the Exhibit Index, which is incorporated herein by reference.

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that: (A) paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d)

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of the Exchange Act that are incorporated by reference in the registration statement; and (B) paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

Provided, further, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-1 or Form S-3, and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB.

2.	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3.	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
4.	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the Registrant is relying on Rule 430B:

(A)

Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any

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statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

5.

That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchasers by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)	Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv)	Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions of the Registrant’s articles of incorporation or by-laws or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oakbrook Terrace, State of Illinois, on the 21st day of December, 2005.

DeVry Inc.
By:	/s/ Dennis J. Keller
Dennis J. Keller
Board Chair

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POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints Dennis J. Keller and Ronald L. Taylor and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in their respective capacities on the 21st day of December, 2005.

Signature	Title
/s/ Dennis J. Keller	Board Chair
Dennis J. Keller
/s/ Ronald L. Taylor	Director, Chief Executive Officer
Ronald L. Taylor
/s/ Norman M. Levine	Senior Vice President and Chief Financial Officer
Norman M. Levine	(Principal Financial and Accounting Officer)
/s/ Charles A. Bowsher	Director
Charles A. Bowsher
	Director
David S. Brown
/s/ Connie Curran	Director
Connie Curran
/s/ William T. Keevan	Director
William T. Keevan
/s/ Frederick A. Krehbiel	Director
Frederick A. Krehbiel
/s/ Robert C. McCormack	Director
Robert C. McCormack
/s/ Julie A. McGee	Director
Julie A. McGee
/s/ Fernando Ruiz	Director
Fernando Ruiz
/s/ Harold T. Shapiro	Director
Harold T. Shapiro

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EXHIBIT INDEX

Exhibit
Number	Description of Exhibit
4.1	Restated Certificate of Incorporation of the Registrant, as amended
4.2	Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K dated August 9, 2005, File No. 001-13988)
4.3	DeVry Inc. Employee Stock Purchase Plan (incorporated by reference to Appendix A to the Registrant’s definitive Proxy Statement dated October 5, 2005, and filed with the Securities and Exchange Commission on October 7, 2005, File No. 001-13988)
4.4	DeVry Inc. Incentive Plan of 2005 (incorporated by reference to Appendix B to the Registrant’s definitive Proxy Statement dated October 5, 2005, and filed with the Securities and Exchange Commission on October 7, 2005, File No. 001-13988)
4.5	Rights Agreement dated as of November 23, 2004 between DeVry Inc. and Computershare Investor Services, L.L.C. (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-A dated November 23, 2004, File No. 001-13988)
5.1	Opinion of Schiff Hardin LLP
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Schiff Hardin LLP (included in its opinion filed as Exhibit 5.1 hereto)
24.1	Powers of Attorney (included on the signature page of the registration statement)

EX-4.1

EXHIBIT 4.1

RESTATED CERTIFICATE OF INCORPORATION

OF

DeVRY INC.

          The undersigned, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “Corporation”), DOES HEREBY CERTIFY as follows:

          1. The Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State of the State of Delaware on August 3, 1987 and amended on August 7, 1987, December 8, 1987 and June 11, 1990.

          2. On May 14, 1991 and June 4, 1991, in the manner prescribed by Sections 242 and 245 of the General Corporation Law of the State of Delaware, as amended, resolutions were duly adopted by the Board of Directors and the stockholders of the Corporation, respectively, duly adopting this Restated Certificate of Incorporation and amending the certificate of incorporation of the Corporation as herein provided.

          3. Pursuant to the provisions of Section 103 (d) of the General Corporation Law of the State of Delaware, as amended, this Restated Certificate of Incorporation is not to become effective until 9:00 a.m. Chicago time on June 19, 1991.

          4. The text of the certificate of incorporation of the Corporation as amended and restated herein, shall, at the effective time of this Restated Certificate of Incorporation, read as follows:

*  *  *

          FIRST: The name of the Corporation is DeVRY INC. (hereinafter the “Corporation”).

          SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the city of Wilmington, County of New Castle. The name of the registered agent at that address is The Corporation Trust Company.

          THIRD: The purpose of the corporation is:

1.	To establish degree-granting educational institutions in which individuals may be taught such branches of useful, practical and/or general knowledge as shall prepare them for a career, a profession, or occupations requiring knowledge in the arts and sciences, as well as further study and educational activities.
	To impart instruction, conduct examinations, and confer academic degrees in branches of engineering technology, business operations, telecommunications, information systems, and other branches of

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human knowledge. To prepare, manufacture, sell and generally deal in books, lesson and examination papers, drawings, instruments, tools and school supplies of every class and description; and

2. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended (the “GCL”).

          FOURTH: The total number of shares which the Corporation shall have authority to issue is ten million (10,000,000), consisting of ten million (10,000,000) shares of Common Stock, par value $.01 per share (the “Common Stock”).

SECTION I.

Common Stock

          A. A statement of the designations, powers, preferences, rights, qualifications, limitations and restriction in respect of the shares of Common Stock is as follows:

          (1) Dividends. The Board of Directors of the Corporation may cause dividends to be paid to the holders of shares of Common Stock out of funds legally available for the payment of dividends by declaring an amount per share as a dividend. When and as dividends are declared, whether payable in cash, in property or in shares of stock of the Corporation, the

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holders of Common Stock shall be entitled to share equally, share for share, in such dividends. No dividends shall be declared or paid in shares of Common Stock, or options, warrants, or rights to acquire such stock or securities convertible into or exchangeable for shares of such stock, except dividends payable ratably according to the number of shares of Common Stock held by them, in shares of, or securities convertible into or exchangeable for, Common Stock to holders of that class of stock.

          (2) Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Common Stock shall be entitled, to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution to its stockholders.

          (3) Voting Rights. Except as otherwise provided in this Certificate of Incorporation or by applicable law, the holders of Common Stock shall be entitled to vote on each matter on which the stockholders of the Corporation shall be entitled to vote, and each holder of Common Stock shall be entitled to one vote for each share of such stock held by him.

          FIFTH: At all meetings of stockholders, each stockholder shall be entitled to vote, in person or by proxy, the shares of voting stock owned by such stockholders of record on the record date for the meeting. When a quorum is present or represented at any meeting, the vote of the holders of a majority

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of the voting power of all of the shares of stock of the Corporation outstanding and entitled to vote on any matter, question or proposal brought before such meeting shall decide such question, unless the question is one upon which, by express provision of law, this Certificate of Incorporation or the By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

          SIXTH: The Corporation is to have perpetual existence.

          SEVENTH: The number of directors of the Corporation shall be fixed from time to time by the vote of a majority of the entire Board of Directors, but such number shall in no case be less than three nor more than 12. Any such determination made by the Board of Directors shall continue in effect unless and until changed by the Board of Directors, but no such changes shall affect the term of any directors then in office.

     The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. At the 1991 annual meeting of stockholders, Class I directors shall be elected for a one-year term, Class II directors for a two-year term and Class III directors for a three-year term. At each succeeding annual meeting of stockholders beginning in 1992, successors to the class of directors whose term expires at the annual meeting shall be elected for a three-year term. If the

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authorized number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director or any class elected to fill a vacancy resulting from any increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Subject to the By-laws, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business. From and after June 30, 1993, any vacancy on the Board of Directors that results from an increase in the number of directors shall be filled only by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors shall be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.

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     From and after June 30, 1993, any director elected by the stockholders, or by the Board of Directors to fill a vacancy, may be removed only for cause by the affirmative vote of the holders of a majority of the votes which could be cast by the holders of all the outstanding shares of capital stock entitled to vote for the election of directors, voting together as a class, given at a duly called annual or special meeting of stockholders.

     Advance notice of nominations for the election of directors, other than nominations by the Board of Directors or a committee thereof, shall be given to the Corporation in the manner provided in the By-laws.

          EIGHTH: For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

          (1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

          (2) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

          (3) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the

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Corporation, subject, nevertheless, to the provisions of the GCL, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

          NINTH:

               (1) Meetings of stockholders may be held within or without the State of Delaware as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

               (2) Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by a consent in writing by any such holders.

               (3) Except as otherwise required by law, from and after June 30, 1993, special meetings of the stockholders of the Corporation may be called only by (i) the Board of Directors pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office, (ii) the Chairman of the Board, if one is elected or (iii) the President. Prior to June 30, 1993, special

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meetings of the stockholders may be called either by the persons referred to in clauses (i), (ii) and (iii), or by any person(s) holding 5% or more of the outstanding Common Stock. Only those matters set forth in the notice of the special meeting may be considered or acted upon at such special meeting, unless otherwise provided by law.

          TENTH: (1) The Corporation shall, to the fullest extent permitted by Section 145 of the GCL, as the same may be amended and supplemented, indemnify any and all directors and officers whom it shall have power to indemnify under said Section and may, upon the act of the Board of Directors, indemnify all other persons whom it shall have power to indemnify under said Section, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said Section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified my be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as a director or officer who has ceased to be a director or officer, and shall inure to the benefit of the heirs, executors and administrators of the director or officer, and may, upon such act of the Board of Directors, continue as to such other persons and inure to the benefit of the heirs, executors and administrators of such other persons.

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          (2) No director shall be personally liable to the Corporation or any of its stockholders for monetary damage for any breach of fiduciary duty as a director, except for liability (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this ARTICLE TENTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modifications.

          ELEVENTH: In addition to any other considerations which the Board of Directors may lawfully take into account, in determining whether to take or to refrain from taking corporate action on any matter, including proposing any matter to the stockholders of the Corporation, the Board of Directors may take into account the long-term as well as short-term interests of the Corporation and its stockholders (including the possibility that these interests may be best served by the continued independence of the corporation), customers, employees, students, graduates, faculty and other constituencies of the Corporation and its subsidiaries, including the effect upon communities in which the Corporation and its subsidiaries do business.

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          TWELFTH: The Corporation reserves the right to repeal, alter or amend this Certificate of Incorporation in the manner now or hereafter prescribed by statute. No repeal, alteration or amendment of this Certificate of Incorporation shall be made unless the same is first approved by the Board of Directors of the Corporation pursuant to a resolution adopted by the directors then in office in accordance with the By-laws and applicable law and thereafter approved by the stockholders.

          THIRTEENTH: The Corporation has elected not to be governed by Section 203 of the GCL.

          FOURTEENTH: The Certificate of Incorporation of the Corporation, as herein amended, shall constitute a restatement of, and shall supersede the Certificate of Incorporation of the Corporation, as previously amended.

          IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be signed by its President and attested by its Secretary.

	DEVRY INC.
(Corporate Seal)	By:	/s/Ronald L. Taylor Ronald L. Taylor
		President
ATTEST
/s/ Marilynn J. Cason Marilynn J. Cason
Secretary

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CERTIFICATE OF CORRECTION

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

DeVRY INC.

     DeVRY INC., a Delaware corporation (the “Corporation”), pursuant to Section 103(f) of the General Corporation Law of the State of Delaware, as amended, hereby certifies that:

     1. The Restated Certificate of Incorporation of the Company,which was filed with the Secretary of State of the State of Delaware on June 11, 1991, is an inaccurate record of the corporate action therein referred to.

     2. Said Restated Certificate of Incorporation is incorrect in that paragraph number 3 on the first page of the Restated Certificate of Incorporation states that the Restated Certificate of Incorporation is not to become effective until 9:00 a.m. Chicago time on June 19, 1991, whereas it should state that the Restated Certificate of Incorporation is not to become effective until 9:00 a.m. Chicago time on June 28, 1991.

     3. Paragraph number 3 on the first page of the Restated Certificate of Incorporation in correct form is as follows:

     “3. Pursuant to the provisions of Section 103(d) of the General Corporation Law of the State of Delaware, as amended, this Restated Certificate of Incorporation is not to become effective until 9:00 a.m. Chicago time on June 28, 1991.”

     IN WITNESS WHEREOF,DeVRY INC. has caused this Certificate of Correction to be signed by Ronald L. Taylor, its President and attested by Marilynn J. Cason, its Secretary, this 17th day of June, 1991.

DeVRY INC.
By:	/s/ Ronald L. Taylor
	Ronald L. Taylor
	President

Attest:

/s/ Marilynn J. Cason

Marilynn J. Cason

Secretary

-2-

CERTIFICATE OF CORRECTION

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

DeVRY INC.

     DeVRY INC., a Delaware corporation (the “Corporation”), pursuant to Section 103(f) of the General Corporation Law of the State of Delaware, as amended, hereby certifies that:

     1. The Restated Certificate of Incorporation of the Company, which was filed with the Secretary of State of the State of Delaware on June 11, 1991, is an inaccurate record of the corporate action therein referred to.

     2. Said Restated Certificate of Incorporation is incorrect in that paragraph number 3 on the first page of the Restated Certificate of Incorporation states that the Restated Certificate of Incorporation is not to become effective until 9:00 a.m. Chicago time on June 28, 1991, where it should state that the Restated Certificate of Incorporation is not to become effective until 9:00 a.m. Chicago time on June 27, 1991.

     3. Paragraph number 3 on the first page of the Restated Certificate of Incorporation in correct form is as follows:

     “3. Pursuant to the provisions of Section 103(d) of the General Corporation Law of the State of Delaware, as amended this Restated Certificate of Incorporation is not to become effective until 9:00 a.m. Chicago time on June 27, 1991.”

     IN WITNESS WHEREOF, DeVRY INC. has caused this Certificate of Correction to be signed by Ronald L. Taylor, its President and attested by Marilynn J. Cason, its Secretary, this 20th day of June, 1991.

DeVRY INC.
By:	/s/ Ronald L. Taylor
	Ronald L. Taylor
	President

Attest:

/s/ Marilynn J. Cason

Marilynn J. Cason

Secretary

-2-

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
DeVRY INC.

     The undersigned, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “Corporation”), DOES HEREBY CERTIFY as follows:

     1. The Certificate of Incorporation of the Corporation was filed in the Office of the Secretary of State of the State of Delaware on August 3, 1987, and amended on August 7, 1987, December 8, 1987, June 11, 1990, June 11, 1991 and June 21, 1991.

     2. On August 4, 1994 and November 15, 1994, in the manner prescribed by Sections 242 and 245 of the General Corporation Law of the State of Delaware, as amended, resolutions were duly adopted by the Board of Directors and the stockholders of the Corporation, respectively, duly amending the certificate of incorporation of the Corporation as herein provided.

     3. The text of the amended section of the certificate of incorporation of the Corporation as amended and restated herein, shall read as follows:

*          *          *

     FOURTH: The total number of shares which the Corporation shall have authority to issue is twenty million (20,000,000), consisting of twenty million (20,000,000) shares of Common Stock, par value $.01 per share (the “Common Stock”).

     IN WITNESS WHEREOF, the Corporation has caused this amendment to the Restated Certificate of Incorporation to be signed by its President and attested by its Secretary.

DeVRY INC.
By:	/s/ Ronald L. Taylor
	Ronald L. Taylor
	President

ATTEST:

/s/ Marilynn J. Cason

Marilynn J. Cason

Secretary

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
DeVRY INC.

     The undersigned, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “Corporation”), DOES HEREBY CERTIFY as follows:

     1. The Certificate of Incorporation of the Corporation was filed in the Office of the Secretary of State of the State of Delaware on August 3,1987, and amended on August 7, 1987, December 8, 1987, June 11, 1990, June 11, 1991, June 21, 1991 and February 9, 1995.

     2. On August 20, 1996 and November 19, 1996, in the manner prescribed by Sections 242 and 245 of the General Corporation Law of the State of Delaware, as amended, resolutions were duly adopted by the Board of Directors and the stockholders of the Corporation, respectively, duly amending the Certificate of incorporation of the Corporation as herein provided.

     3.The text of the amended section of the certificate of incorporation of the Corporation as amended and restated herein, shall read as follows:

*          *          *

     FOURTH: The total number of shares which the Corporation shall have authority to issue is seventy-five million (75,000,000), consisting of seventy-five million (75,000,000) shares of Common Stock, par value $.01 per share (the “Common Stock”).

     IN WITNESS WHEREOF, the Corporation has caused this amendment to the Restated Certificate of Incorporation to be signed by its President and attested by its Secretary.

DeVRY INC.
By:	/s/ Ronald L.Taylor
	Ronald L.Taylor
	President

ATTEST:

/s/ Marilynn J. Cason

Marilynn J. Cason

Secretary

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
DeVRY INC.

     The undersigned, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “Corporation”), DOES HEREBY CERTIFY as follows:

     1. The Certificate of Incorporation of the Corporation was filed in the Office the Secretary of State of the State of Delaware on August 3,1987, and amended on August 7, 1987, December 8, 1987, June 11, 1990, June 11, 1991, June 21, 1991, February 9, 1995 and November 19, 1996.

     2. On August 18, 1998 and November 17, 1998, in the manner prescribed by Sections 242 of the General Corporation Law of the State of Delaware, as amended, resolutions were duly adopted by the Board of Directors and the stockholders of the Corporation, respectively, duly amending the certificate of incorporation of the Corporation as herein provided.

     3. The text of the amended section of the certificate of incorporation of the Corporation as amended and restated herein, shall read as follows:

*          *          *

     FOURTH: The total number of shares which the Corporation shall have authority to issue is Two Hundred million (200,000,000), consisting of Two Hundred million (200,000,000) shares of Common Stock, par value $.01 per share (the “Common Stock”).

     IN WITNESS WHEREOF, the Corporation has caused this amendment to the Restated Certificate of Incorporation to be signed by its President and attested by its Secretary.

DeVRY INC.
By:	/s/ Ronald L. Taylor
	Ronald L. Taylor
	President

ATTEST:

/s/ Marilynn J. Cason

Marilynn J. Cason

Secretary

EX-5.1

EXHIBIT 5.1

December 22, 2005

DeVry Inc.
One Tower Lane
Oakbrook Terrace, Illinois

Ladies and Gentlemen:

     We have acted as special counsel to DeVry Inc. (the “Company”) in connection with the registration under the Securities Act of 1933, as amended, of up to 200,000 shares of its Common Stock, $.01 par value, to be offered pursuant to the DeVry Inc. Employee Stock Purchase Plan and 3,000,000 shares of its Common Stock, $.01 par value (collectively, the “Shares”), to be offered pursuant to the DeVry Inc. Incentive Plan of 2005 (collectively with the DeVry Inc. Employee Stock Purchase Plan, the “Plans”). In connection therewith, we have examined or are otherwise familiar with the Company’s Certificate of Incorporation, the Company’s By-Laws, as amended to date, the Plans, the Company’s Registration Statement on Form S-8 (the “Registration Statement”) relating to the Shares, relevant resolutions of the Board of Directors of the Company, and such other documents and instruments as we have deemed necessary for the purposes of this opinion.

     Based upon the foregoing, we are of the opinion that the Shares are duly authorized for issuance and when issued in accordance with the provisions of the Plans will be legally issued, fully paid and non-assessable shares of the Company.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours, SCHIFF HARDIN LLP
By:	/s/ Peter L. Rossiter
	Peter L. Rossiter

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 13, 2005 relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, of DeVry Inc., which appears in DeVry Inc.’s Annual Report on Form 10-K for the year ended June 30, 2005.

PricewaterhouseCoopers LLP
Chicago, Illinois
December 22, 2005