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)       July 24, 2006
                                                --------------------------------

                                   DeVRY INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


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


  ONE TOWER LANE, OAKBROOK TERRACE, IL                              60181
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(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):

[ ] Written communications pursuant to Rule 425 under 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))

Total number of pages: 5


                                       -1-



                                   DEVRY INC.
                                 FORM 8-K INDEX


                                                                        Page No.


Item 1.01 - Entry into a Material Definitive Agreement                     3

Item 5.02 - Departure of Director or Principal Officers;
            Election of Directors; Appointment of Principal Officers       3

Item 9.01 - Financial Statements and Exhibits                              4

Signatures                                                                 4

Exhibit 99.1                                                               5


                                       -2-



Item 1.01 - Entry into a Material Definitive Agreement

On July 24, 2006, DeVry Inc. (the "Company") entered into a letter agreement
with Richard M. Gunst pursuant to which he became Chief Financial Officer and
Chief Accounting Officer of the Company. The letter agreement provides that Mr.
Gunst will:

o    receive an initial annual base salary of $275,000, which will be reviewed
     annually,
o    be eligible for a performance bonus with a first year potential of 50% of
     his base salary,
o    receive an initial grant of options for 35,000 shares of the Company's
     common stock, and
o    participate in the Company's health coverage, 401(k) retirement and profit
     sharing plans as well as the Company's Executive Health Program.

The letter agreement also provides that if Mr. Gunst's employment is terminated
by DeVry other than in the event of Mr. Gunst's death or disability or for
"cause" (defined as (i) the willful disregard of a published company policy if
such violation continues after written notice to Mr. Gunst; (ii) the willful and
continued failure by Mr. Gunst to substantially and satisfactorily perform his
duties after a written demand for performance is delivered to him; or (iii)
willfully engaging in conduct which is demonstrably and materially injurious to
the Company's interests, assets, business, reputation or otherwise), Mr. Gunst
will receive, upon execution of an appropriate release, continuation of his base
salary exclusive of any bonus or benefits for one year past the date of
termination of employment, less applicable deductions for tax and other
withholdings.

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

On July 24, 2006, Norman M. Levine resigned his position as Chief Financial
Officer and Chief Accounting Officer of the Company. Mr. Levine remains with the
Company as a Senior Vice President.

Also on July 24, 2006, the Company appointed Richard M. Gunst, age 50, as its
Chief Financial Officer and Chief Accounting Officer, replacing Norman M. Levine
who previously held these positions.

A copy of the press release announcing that Mr. Gunst would become Chief
Financial Officer and Chief Accounting Officer and that Mr. Levine has resigned
those positions is attached hereto as Exhibit 99.1.

Mr. Gunst was most recently a Senior Vice President and Chief Financial Officer
of Sagus International, a manufacturer of furniture for the school and
hospitality industries. Mr. Gunst was employed by Sagus International for three
months in 2005, following which he served as a consultant, assisting in the
recruiting of a new CFO. Prior to this, Mr. Gunst was Senior Vice President and
Senior Financial Officer of ConAgra Refrigerated Foods Group, which included
such food brands as Armour, Butterball and Egg Beaters, a division of ConAgra
Foods Incorporated, a packaged foods company. Mr. Gunst was employed by ConAgra
Refrigerated Foods during parts of 2003 and 2004 for approximately nine months.
From 1982 to 2003, Mr. Gunst served in a variety of capacities with the Quaker
Oats Company and PepsiCo, Inc., both of which are global food and beverage
companies, including serving from 2001 to 2003 as Senior Vice President and
Chief Financial Officer of the Quaker Food and Beverages unit, a division
PepsiCo, Inc., which included such food brands as Quaker Oats, Gatorade and Aunt
Jemima.


                                      -3-



Mr. Gunst 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. Gunst 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. Gunst and any of the Company's other directors, executive officers or
persons nominated or chosen by the Company to become directors or executive
officers.

On July 24, 2006, the Company entered into a letter agreement with Mr. Gunst
pursuant to which he became Chief Financial Officer and Chief Accounting
Officer. The material terms of such letter agreement are described in Item 1.01
above.

Item 9.01 - Financial Statements and Exhibits

(d)  Exhibits

Exhibit Number    Description
- --------------    -----------

99.1              Press Release, dated July 24, 2006, issued by DeVry Inc.


                                   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: July 24, 2006                                      /s/ Ronald L. Taylor
                                                         --------------------
                                                         Ronald L. Taylor
                                                         Chief Executive Officer


                                      -4-

EX-99.1

                                                                    Exhibit 99.1

                DeVry Inc. Appoints New Chief Financial Officer;
                  Richard M. Gunst Appointed CFO and Treasurer

     OAKBROOK TERRACE, Ill.--(BUSINESS WIRE)--July 24, 2006--DeVry Inc.
(NYSE:DV), an international higher-education company, announced today that
Richard M. Gunst, 50, has been appointed as the company's new chief financial
officer and treasurer, succeeding Norman M. Levine, 63.
     Gunst is an experienced executive, having served as the chief financial
officer of the Quaker Foods and Beverages division of PepsiCo following the
Quaker Oats Company merger with PepsiCo, Inc. With a Bachelor of Science in
economics and business management from Tulane University and a Master of
Business Administration in finance from the University of Chicago, Gunst spent
the bulk of his career to date with PepsiCo and Quaker Oats Company, but also
held senior management positions with Amoco, ConAgra Foods and, most recently,
with Sagus International in Chicago.
     Levine is stepping down from his roles as chief financial officer and
treasurer of DeVry Inc., effective July 24, 2006, but will remain with the
company as senior vice president reporting to Chief Executive Officer Ronald L.
Taylor.
     Levine will assist in the transition of duties and will undertake certain
operating and financial projects. "It has been a privilege to work at DeVry for
the past 24 years, and I am proud of the highly capable finance team we have
created," said Levine. "This change is part of my long-term personal plan, and I
am excited about the opportunity to turn over financial leadership at this time
and focus on projects that can help the company achieve its growth objectives."
     "As part of an organized succession plan executed over the last few years,
we have appointed Rick to continue the strong financial leadership position that
Norm established at DeVry," Taylor continued. "We are pleased to have Rick fill
this important role, as he brings with him a strong financial background as well
as demonstrated ability to manage complex financial organizations. We believe
the depth and breadth of his experiences have prepared him well for his new
responsibilities."
     Taylor added, "On behalf of his colleagues and the board of directors, I
would like to thank Norm for his many contributions in establishing DeVry as a
leader in higher education," said Taylor. "Norm has been one of my closest
partners at DeVry, and has earned the reputation as one of the finest CFOs in
the education industry. We will continue to benefit from Norm's contributions
during and after the transition."

     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, including those that affect
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. 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 in the Company's most
recent Annual Report on Form 10-K for the year ending June 30, 2005 filed with
the SEC September 13, 2005, especially in the section entitled "Forward Looking
Statements" at the beginning of Part I and in the subsections of "Item 1 -
Business" entitled "Competition," "Student Recruiting," "Accreditation and
Approvals," "Tuition and Fees," "Financial Aid and Financing Student Education,"
and "Career Services," and "Faculty."


     CONTACT: DeVry Inc.
              Joan Bates (Investors), 630-574-1949
              jbates@devry.com
              or
              Dresner Corporate Services
              Sarah Komuniecki (Media), 312-780-7208
              skomuniecki@dresnerco.com