8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) November 15, 2006

DeVRY INC.

(Exact name of registrant as specified in its charter)

DELAWARE	1-13988	36-3150143
(State or other jurisdiction of incorporation	(Commission File Number)	(IRS Employer Identification No.)

ONE TOWER LANE, OAKBROOK TERRACE, IL	60181
(Address of principal executive offices)	(Zip Code)

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

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):

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

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

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

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

Total number of pages: 13

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DEVRY INC.

FORM 8-K INDEX

		Page No.
Item 5.02 -	Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers	3
Item 8.01 -	Other Events	4
Item 9.01 -	Financial Statements and Exhibits	4
Signatures		5
Exhibit 10.1		6
Exhibit 99.1		13

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Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On November 15, 2006, the Board of Directors of DeVry Inc. (the “Company”) appointed Daniel Hamburger, the Company’s current President, to serve as Chief Executive Officer and President. As previously announced by the Company, Mr. Hamburger succeeds Ronald L. Taylor, who will continue to be employed by the Company pursuant to a Senior Advisor Agreement, by and between the Company, DeVry University, Inc. and Mr. Taylor.

Mr. Hamburger, 42, has been President and COO of the Company since July 2004. He joined the Company as Executive Vice President in November 2002. From January 2001 to November 2002 he served as Chairman and CEO of an Accenture subsidiary, Indeliq Inc., which developed education technology. Prior to that, Mr. Hamburger served as President of the Internet Commerce division of W. W. Grainger, Inc., a service company. Mr. Hamburger was previously employed at R.R. Donnelley and at Bain & Co.

Mr. Hamburger was not selected pursuant to any arrangement or understanding between him and any other person. There has been no transaction, or proposed transaction, since July 1, 2006 to which the Company was or is to be a party, and in which Mr. Hamburger or any member of his immediate family had or is to have a direct or indirect material interest. There are no family relationships between Mr. Hamburger and any of the Company’s other directors, executive officers or persons nominated or chosen by the Company to become directors or executive officers.

In connection with his appointment as Chief Executive Officer, the Company entered into an employment agreement (the “Employment Agreement”) with Mr. Hamburger, effective November 15, 2006. The Employment Agreement replaces in full the employment agreement, dated November 11, 2002, between Mr. Hamburger and the Company. A complete copy of the Employment Agreement is filed with this Current Report as Exhibit 10.1 and incorporated herein by this reference.

The Employment Agreement provides for, among other things, the following:

(i)  An initial annual base salary of $675,000, which amount may be increased (but not decreased) annually as determined by the Company’s Board of Directors in its sole discretion.

(ii) An annual bonus opportunity of up to 100% of base salary.

(iii)A one-time award, to be made within six months of the date of the Employment Agreement, of options on 50,000 shares of the Company vesting in increments of 20% on each of the first five anniversaries of the date of the Employment Agreement, unless Mr. Hamburger or the Company terminates Mr. Hamburger’s employment pursuant to the terms of the Employment Agreement. The Company’s Compensation Committee, at its discretion, will consider additional option grants to Mr. Hamburger beginning with the 2007 annual equity awards.

(iv)An entitlement to perquisites and benefits (including automobile, health, disability, pension and life insurance benefits, consistent with past practice, or as increased from time to time) established from time to time, by the Company’s Board of Directors for senior managers.

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(v) At will employment that may be terminated if either Mr. Hamburger or the Company provides the other with at least 180 days’ notice. Mr. Hamburger’s employment terminates 180 days after the delivery of such notice, unless earlier terminated.

(vi)Termination of the Employment Agreement by the Company at any time (1) upon the death of Mr. Hamburger, (2) upon his physical or mental disability that prevents him from performing his duties for a continuous period of 180 days, (3) for “Cause” (as defined in the Employment Agreement), or (4) for any reason, subject to the severance payments described in item (viii) below.

(vii)    Termination of the Employment Agreement by Mr. Hamburger if (1) he is not accorded the authority, duties, obligations and prerogatives set forth in the Employment Agreement, (2) such authority, duties, obligations or prerogatives are materially or substantially reduced, (3) he is not paid or reimbursed amounts due him under the Employment Agreement, or (4) the Company otherwise fails to observe its obligations under the Employment Agreement.

(viii)   In the event the Company terminates the Employment Agreement or fails to continue or renew the Employment Agreement, or Mr. Hamburger terminates the Employment Agreement for any reason stated in item (vii) above, he is entitled to severance payments equal to 12 times his monthly base salary. In the event of his termination following a “change of control” (as defined in the Employment Agreement), any unvested stock options will immediately vest and the severance payment will be 24 times the monthly base salary, plus prorated bonus, calculated based on the average of the previous two years’ bonus payments.

Item 8.01 - Other Events

On November 15, 2006, the Company issued a press release announcing the voting results at its 2006 Annual Meeting of Stockholders. The full text of that press release is included in Exhibit 99.1 in this Form 8-K and incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
10.1	Employment Agreement between the Registrant and Daniel M. Hamburger, dated November 15, 2006
99.1	Press release dated November 15, 2006, announcing the voting results at the Company’s 2006 Annual Meeting of Stockholders

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Signatures

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 thereunto duly authorized.

	DEVRY INC.
	(REGISTRANT)
Date: November 15, 2006	/s/ Daniel Hamburger
	Daniel Hamburger
	Chief Executive Officer and President
Date: November 15, 2006	/s/ Richard M. Gunst
	Richard M. Gunst
	Senior Vice President, Chief Financial Officer And Treasurer

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EX-10.1

EMPLOYMENT AGREEMENT

This Agreement, dated as of November 15, 2006 by andbetween Daniel Hamburger ("Executive"), and DeVry Inc., aDelaware corporation and DeVry University, Inc., anIllinois corporation (collectively, the "Company");

W I T N E S S E T H:

WHEREAS, the Company wishes to continue to obtain the services of the Executive for the Company; and

WHEREAS, the Executive is willing, upon the terms and conditions herein set forth, to provide services hereunder; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Nature of Employment

Beginning on November 15, 2006 (“Effective Date”) the Company hereby employs Executive, and Executive agrees to accept such employment, during the Term of Employment (as defined in Section 3(a)), as President and Chief Executive Officer to undertake such duties and responsibilities, consistent with the authority, duties and obligations in respect of such executive positions (i)as set forth in the By-laws of the Company, and (ii) as are assigned to him from time to time by the Board of Directors of the Company. Executive will be accorded such authority, duties and obligations, and the prerogatives generally associated with such executive position, during the Term of Employment. Such duties will be performed at a location within 20 miles of Oakbrook Terrace, Illinois.

2. Extent of Employment

(a)During the Term of Employment, the Executive shall perform his obligations hereunder faithfully and to the best of his ability, under the direction of the Board of Directors of the Company, and shall abide by the rules, customs and usages from time to time established by the Company.

(b)During the Term of Employment, the Executive shall devote substantially all of his business time, energy and skill as may be reasonably necessary for the performance of his duties, responsibilities and obligations hereunder (except for vacation periods and reasonable periods of illness or other incapacity), consistent with past practices.

(c)Nothing contained herein shall require Executive to follow any directive or to perform any act which would violate any laws, ordinances, regulations or rules of any governmental, regulatory or administrative body, agent or authority, any court or judicial authority, or any public, private or industry regulatory authority.

3. Term of Employment; Termination

(a)Executive’s employment is at will and may be terminated by either party subject to the terms set forth herein. The "Term of Employment" shall commence on the Effective Date and shall continue until such time as either the Executive or the Company provides at least 180 days notice to the other of its decision not to continue such term, in which case, the Term of Employment will be terminated 180 days after the date of delivery of such notice. However, should the Executive's employment by the Company be earlier terminated pursuant to Sections 3(b) or 3(d), the Term of Employment shall end as of the date of such earlier termination.

(b)The Term of Employment may be terminated at any time by the Company; (i) upon the death of Executive; (ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, his duties here under for a continuous period of 180 days; (iii) for Cause (as defined in Section 3(c); or (iv) for any reason, subject to 3(e).

(c)For the purposes of this Section 3, "Cause" shall mean any of the following: (i) Executive's conviction of any crime or criminal offense involving monies or other property or involving any felony, or (ii) Executive's conviction of fraud or embezzlement.

(d)The Term of Employment may be terminated at any time by the Executive in the event: (i) Executive is not accorded the authority, duties, obligations and prerogatives set forth in Section 1, (ii) the authority, duties, obligation and prerogatives of Executive are materially or substantially reduced, (iii) the Executive is not paid or reimbursed the amounts owed to Executive under this agreement after 10 days' notice thereof to the Company, or (iv) the Company otherwise does not observe its obligations under this Agreement.

(e)In the event that the Term of Employment is terminated by the Company for any reason or no reason, other than pursuant to Section 3(b)(iii) or as a result of retirement at 65 or more years of age, or (ii) is terminated by the Executive for any reason pursuant to Section 3(d), then the Company, effective immediately upon such termination or scheduled expiration date, will pay Executive an amount equal to the 12 times the Executive's monthly base salary at the time of termination. Such payment will be in addition to any other amounts otherwise owed by the Company to Executive. In the event of a "change of control" of the company, defined as a sale of substantially all of the company's assets or the acquisition by another entity of a majority of the company's common stock, and the Executive is subsequently terminated by the successor company, then any unvested stock options held by the Executive shall immediately vest, and the payment to the Executive on termination will be 24 times the Executive's monthly base salary, plus pro rated bonus, calculated based on the average of the previous 2 years' bonus payments.

4. Compensation

During the Term of Employment, the Company shall pay to Executive:

(a)As base compensation for his services hereunder, in monthly installments, a base salary at a rate of $675,000 per annum. Such amounts shall be increased (but not decreased) annually as determined by the Board of Directors in its sole discretion.

(b)An annual bonus opportunity of up to 100% of base salary as determined under the Executive's senior management incentive cash compensation program and approved by the Compensation Committee of the DeVry Inc. Board of Directors.

(c)At the next meeting of the Compensation Committee of DeVry Inc., Executive will receive a one-time award of options on 50,000 shares of DeVry Inc. common stock vesting in 20% increments on each of the first five anniversaries of this Agreement, subject to the same terms and conditions as contained in the DeVry Inc. October 3, 2006 award of stock options.

5. Reimbursement of Expenses

During the Term of Employment, the Company shall reimburse Executive for documented travel, entertainment and other expenses reasonably incurred by Executive in connection with the performance of his duties hereunder and in accordance with the rules, customs and usages of the Company from time to time in effect.

6. Benefits

During the term of Employment, the Executive shall be entitled to perquisites and benefits (including automobile, health, disability, pension and life insurance benefits consistent with past practice, or as increased from time to time) established from time to time, by the Board of Directors for senior managers of the Company.

7. Notice

Any notice, request, demand or other communication required or permitted to be given under this Agreement shall be given in writing and if delivered personally, or sent by certified or registered mail, return receipt requested, as follows or to such other addressee or address as shall be set forth in a notice given in the same manner):

If to Executive: Daniel Hamburger

[at his home address as listed in the records of the Company]

If to Company: DeVry Inc.

Attn: General Counsel

Suite 1000, One Tower Lane,

Oakbrook Terrace, IL 60181

Any such notices shall be deemed to be given on the date personally delivered or such return receipt is issued.

8. Executive's Representation

Executive hereby warrants and represents to the Company that Executive is not subject to any covenants, agreements or restrictions, including without limitation any covenants, agreements or restrictions arising out of Executive's prior employment, which would be breached or violated by Executive's execution of this Agreement or by Executive's performance of his duties hereunder.

9. Validity

If, for any reason, any provision hereof shall be determined to be invalid or unenforceable, the validity and effect of the other provisions hereof shall not be affected thereby.

10. Severability

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. If any court determines that any provision hereof is unenforceable because of being overly broad in scope or duration than the court shall have the power to reduce the scope or duration of such provision, as the case may be and, in its reduced form, such provision shall then be enforceable.

11. Waiver of Breach; Specific Performance

The waiver by the Company or Executive of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other breach by such other party. Each of the parties (and third party beneficiaries) to this Agreement will be entitled to enforce its rights under this breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party (and third party beneficiaries) may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

12. Indemnity

The Company shall indemnify and hold harmless Executive, and promptly reimburse Executive for any liabilities, damages, losses and expenses during and after the Term of Employment, arising from the services performed by the Executive for the Company, to the fullest amount provided by the Certificates of Incorporation and Bylaws of the Company.

13. Mitigation and Set-Off

The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking employment or otherwise. The Company shall not be entitled to any set-off against the amounts payable by Company to Executive for any claims or other reason.

14. Assignment

Neither the Executive nor the Company may assign, transfer, pledge, encumber or otherwise dispose of this Agreement or any of his or its respective rights or obligations hereunder, without the prior written consent of the other. Nothing in this Section 14 will limit, however, Executive's rights or power to dispose of his property by will or limit the power or rights of any executor or any administrator, nor will it prevent the successor company in a "change of control" from being bound by and benefiting from the rights and duties of this agreement.

15. Amendment; Entire Agreement

This Agreement may not be changed orally but only by an agreement in writing agreed to by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter of this Agreement, and supersedes and replaces all prior agreements, understandings and commitments with respect to such subject matter, including but not limited to the Employment Agreement dated as of November 1, 2002 between Executive and Company.

16. Litigation

THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, EXCEPT THAT NO DOCTRINE OF CHOICE OF LAW SHALL BE USED TO APPLY ANY LAW OTHER THAN THAT OF ILLINOIS, AND NO DEFENSE, COUNTERCLAIM OR RIGHT OF SET-OFF GIVEN OR ALLOWED BY THE LAWS OF ANY OTHER STATE OR JURISDICTION, OR ARISING OUT OF THE ENACTMENT, MODIFICATION OR REPEAL OF ANY LAW, REGULATION, ORDINANCE OR DECREE OF ANY FOREIGN JURISDICTION, SHALL BE INTERPOSED IN ANY ACTION HEREON. EXECUTIVE AND THE COMPANY AGREE THAT ANY ACTION OR PROCEEDING TO ENFORCE OR ARISING OUT OF THIS AGREEMENT MAY BE COMMENCED IN THE STATE COURTS, OR IN THE UNITED STATES DISTRICT COURTS IN CHICAGO, ILLINOIS. EXECUTIVE AND THE COMPANY CONSENT TO SUCH JURISDICTION, AGREE THAT VENUE WILL BE PROPER IN SUCH COURTS AND WAIVE ANY OBJECTIONS BASED UPON FORUM NON CONVENIENS. THE CHOICE OF FORUM SET FORTH IN THIS SECTION 16 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER JURISDICTION.

IN WITNESS WHEREOF, the parties hereto have set their hands as of the day and year first above written.

EXECUTIVE:	COMPANY:
	DeVry Inc.
	DeVry University, Inc.
	By:
Print name:	Its:

EX-99.1

  Exhibit 99.1   News Release

DeVry, Inc.	Investor Contact:
One Tower Lane	Joan Bates
Oakbrook Terrace	jbates@devry.com
Illinois 60181-4624	630-574-1949
630-571-7700
800-733-3879	Media Contact:
www.devry.com	David Gutierrez
	Dresner Corporate Services
	dgutierrez@dresnerco.com
	312-780-7204

DeVry Inc. Provides Annual Stockholder’s Meeting Results

OAKBROOK TERRACE, Ill., - November 15, 2006 - DeVry Inc. (NYSE: DV), an international higher education company, conducted its annual meeting in which Daniel Hamburger assumed the title of president and chief executive officer and was elected to its Board of Directors.

Effective today, Daniel Hamburger, formerly president and chief operating officer, succeeded Ronald L. Taylor, as DeVry Inc.’s chief executive officer. Mr. Taylor assumes the role of senior advisor to the company. Mr. Hamburger who has not previously served on the Board has been elected as a Class 1 director to serve until 2007, and increases the size of DeVry’s board to 12 members.

Four Class 3 directors were re-elected to serve until 2009: Charles A. Bowsher, William T. Keevan, Robert C. McCormack, and Julia A. McGee. In addition, the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company was ratified.

About DeVry Inc.

DeVry Inc. (NYSE: DV) is the holding company for DeVry University, Ross University, Chamberlain College of Nursing and Becker Professional Review. DeVry University, which includes Keller Graduate School of Management, offers associate, bachelor's and master's degree programs in technology, healthcare technology, business and management. Ross University, through its schools of Medicine and Veterinary Medicine, offers both doctor of medicine and doctor of veterinary medicine degree programs. Chamberlain College of Nursing offers associate and bachelor's degree programs in nursing. Becker Professional Review, which includes Stalla CFA Review, provides preparatory coursework for the certified public accountant and chartered financial analyst exams. DeVry Inc. is based in Oakbrook Terrace, Ill. For more information about the company, visit http://www.devryinc.com.

Certain statements contained in this release concerning DeVry’s future performance, including those statements concerning DeVry’s expectations or plans, may constitute forward-looking statements subject to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as DeVry Inc. or its management “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. Actual results may differ materially from those projected or implied by these forward-looking statements. Potential risks, uncertainties and other factors that could cause results to differ are described more fully in Item 1A, “Risk Factors,” in the Company's most recent Annual Report on Form 10-K for the year ending June 30, 2006 and filed with the Securities and Exchange Commission on September 13, 2006, as well as in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, and the documents incorporated by reference therein that constitute forward-looking statements.

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