8-K

UNITED STATESSECURITIES 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 30, 2008______________

DEVRY INC.
(Exact name of registrant as specified in its charter)
______________

Delaware	1-13988	36-3150143
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Tower Lane, Suite 1000 Oakbrook Terrace, Illinois	60181
(Address of principal executive offices)	(Zip Code)

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

N/A
(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 (see General Instruction A.2. below):

⃞ 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 1.01.     Entry into a Material Definitive Agreement.

On July 30, 2008, DeVry Inc. (the “Company”) entered into an agreement with William Blair Capital Partners VII QP, L.P., ClearLight Partners, LLC, and the stockholders and optionholders of U.S. Education Corporation (“USEC”) to acquire USEC.  USEC is the privately held holding company for Apollo College and Western Career College.  Apollo College and Western Career College, headquartered in Mission Viejo, California, prepare students for careers in health care through certificate and associate degree programs in such fields as nursing, biotechnology, medical and dental assisting, dental hygiene, respiratory therapy, pharmacy tech, lab tech, physical therapy tech and vet tech.

The purchase price is $290 million in cash, payable at closing and is subject to adjustment for working capital and other items.  The Company intends to finance the transaction through a combination of cash and debt, with the Company utilizing its existing credit facility and potentially borrowing against its holdings of auction rate securities.  The transaction is structured as a purchase of approximately 99% of the common stock and all of the preferred stock of USEC and a “short-form” merger under the Delaware General Corporation Law to acquire the remaining shares of USEC that are held by a minority stockholder.  The agreement contains customary representations, warranties, covenants and conditions, as well as indemnification provisions subject to specified limitations and an indemnification provision in favor of the Company, which is not subject to any limitations, relating to claims made by the minority stockholder as a result of the consummation of the transaction.  The transaction is subject to regulatory approvals, including the expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, various state and federal educational accreditations, and other customary closing conditions and is expected to close in the first fiscal quarter of 2009.  The agreement is subject to termination if the transaction is not completed by October 31, 2008.

Item 7.01.     Regulation FD Disclosure.

A copy of the Company’s press release announcing that it has agreed to acquire the stock of USEC is furnished as Exhibit 99.1 to this Report and is incorporated by reference into this item.  On July 30, 2008, the Company will be making a presentation to investors and analysts, a copy of the written materials for which is furnished as Exhibit 99.2 to this Report and is incorporated by reference into this item.

Item 9.01     Financial Statements and Exhibits.

99.1      Press Release dated July 30, 2008.

99.2      Investor/Analyst Presentation Materials.

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 hereunto duly authorized.

		DEVRY INC.
		(Registrant)
Date:	July 30, 2008	By:	/s/ Richard M. Gunst
			Richard M. Gunst
			Senior Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated July 30, 2008.
99.2	Investor/Analyst Presentation Materials.

EX-99.1

Exhibit 99.1

DeVry Inc. to Acquire U.S. Education Corporation

Expands DeVry’s High-Quality Healthcare Offerings

OAKBROOK TERRACE, Ill.--(BUSINESS WIRE)--DeVry Inc. (NYSE: DV), a global provider of educational services, today announced it will acquire U.S. Education Corporation (USEC) for $290 million in cash. USEC is the parent organization of Apollo College and Western Career College and is headquartered in Mission Viejo, California. Apollo College and Western Career College prepare students for careers in healthcare through certificate and associate degree programs in such rapidly growing fields as nursing, ultrasound and radiography technology, surgical technology, veterinary technology, pharmacy technology, dental hygiene, and medical and dental assisting. The two colleges operate 17 campus locations in the western United States and currently serve more than 8,700 students and have more than 65,000 alumni.

The acquisition of USEC, with preliminary fiscal 2008 revenue of $144 million, is consistent with DeVry’s strategy of increased vertical diversification in the healthcare field and expanded offerings at the pre-baccalaureate level. Nationwide, student enrollment in associate degree and certificate programs is larger than in any other postsecondary degree level. Further, the two organizations have highly compatible cultures built around a long-standing commitment to high-quality academic programs, compelling student outcomes and a strong reputation for ethical business practices, management integrity and regulatory quality.

“The high quality programs and experienced management teams at USEC, Apollo College and Western Career College provide us the perfect opportunity to further expand our program offerings in the high demand healthcare industry,” said Daniel Hamburger, DeVry’s president and chief executive officer. “We look forward to welcoming USEC’s management and employees as the newest members of the DeVry family, and to working closely with them as we continue to deliver high-quality educational programs.”

George Montgomery, President and Chief Executive Officer of USEC, said, “This transaction is strategically compelling, delivering benefits to both our students and employees. Employees will have the opportunity to be part of an even more dynamic and growing organization. In addition, our students will be able to benefit from DeVry’s vast resources, including its online capabilities and over 75 years of experience in educational excellence. We have great respect for DeVry as our purposes, values and cultures complement each other extremely well. We are excited about joining the DeVry team.”

There is a huge unmet demand for well-trained, licensed healthcare professionals. Demographic trends point to accelerating demand for healthcare professionals in the coming years as the aging baby boomers require greater healthcare services. As a result, nursing and other medical-related professions represent high-growth, attractive career opportunities.

Hamburger added, “We expect the addition of Apollo College and Western Career College to be marginally dilutive to earnings by about $0.01 per share in fiscal 2009 primarily because of amortization expense, and accretive to earnings in fiscal 2010 and beyond. There is also the opportunity to realize cost and revenue synergies longer term through co-locations, marketing, and using DeVry’s strong online capabilities to add such programs to USEC.”

Terms of the Transaction

Under the terms of the agreement, which has been approved by the boards of directors of both companies, DeVry will pay the purchase price of $290 million in cash in exchange for all outstanding shares of USEC, subject to customary purchase price adjustments.

DeVry intends to finance the acquisition through a combination of cash and debt, utilizing its existing credit facility and potentially borrowing against its holdings of auction rate securities. The transaction is subject to regulatory approvals and customary closing conditions. The transaction is not conditioned on financing and is expected to close during September 2008.

The majority shareholders of USEC are Chicago Growth Partners and ClearLight Partners, LLC. Credit Suisse acted as financial advisor to DeVry Inc. and Winston & Strawn LLP served as DeVry Inc.’s legal counsel. BMO Capital Markets acted as financial advisor to U.S. Education Corporation and Kirkland & Ellis LLP served as U.S. Education Corporation’s legal counsel.

Once the acquisition has been completed, these schools will join Ross University and Chamberlain College of Nursing as part of DeVry’s Medical and Healthcare segment.

Conference Call and Webcast Information

DeVry will host a conference call on July 30, 2008, at 4:30 p.m. Central Time (5:30 p.m. Eastern Time) to discuss the transaction. The conference call will be led by Daniel Hamburger, DeVry’s president and chief executive officer. Also participating in the call will be George Montgomery, president and chief executive officer of U.S. Education Corporation.

A slide presentation will accompany management’s remarks. The presentation is accessible through the investor relations section of DeVry’s Web site at: http://www.investors.devry.com/phoenix.zhtml?c=93880&p=irol-irhome.

For those wishing to participate by telephone, dial 800-510-9836 (domestic) or 617-614-3670 (International). DeVry will also broadcast the conference call live via the Internet. Interested parties may access the Webcast through the link noted above. Please access the Web site at least 15 minutes prior to the start of the call to register, download and install any necessary audio software.

The company will archive a telephone replay of the call until August 31, 2008. To access the replay, dial 888-286-8010 (domestic) or 617-801-6888 (international), passcode 47676336. To access the Webcast replay, please visit the company's Web site, or http://www.investors.devry.com/phoenix.zhtml?c=93880&p=irol-irhome.

About DeVry Inc.

DeVry Inc. (NYSE: DV) is the parent organization of DeVry University, Advanced Academics, 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. Advanced Academics provides online secondary education to school districts throughout the U.S. Ross University offers doctoral degree programs through its schools of Medicine and Veterinary Medicine. Chamberlain College of Nursing offers associate and bachelor's degree programs in nursing. Becker Professional Review, which includes Becker CPA Review and Stalla Review for the CFA Exams, provides professional education and exam review for accounting and finance professionals. For more information, visit http://www.devryinc.com.

About U.S. Education Corporation

U.S. Education Corporation’s programs, offered through Apollo College and Western Career College, prepare students for careers in healthcare through certificate and associate degree programs. The company’s colleges provide career-focused, outcome-based, postsecondary education and training. The colleges offer a diverse range of programs, including: biotechnology laboratory technology, dental assisting, physical therapy technology, massage therapy, healthcare administration and information technology, licensed practical nursing, medical radiography, pharmacy technology, registered nursing, respiratory therapy, surgical technology, ultrasound technology, veterinary technology, vocational nursing, graphic design and criminal justice. Apollo College was founded in 1976 and its campuses are located in Phoenix, Mesa, Tucson, Albuquerque, Las Vegas, Portland, Spokane, and Boise. Western Career College enrolled its first student in 1967 and has campuses located in Northern California in Antioch, Emeryville, Citrus Heights, Pleasant Hill, Sacramento, San Jose, San Leandro, and Stockton. For more information, visit http://www.useducationcorp.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, 2007 and filed with the Securities and Exchange Commission on August 24, 2007.

CONTACT:
DeVry Inc.
Investor Contact:
Joan Bates
jbates@devry.com
(630) 574-1949
or
Sard Verbinnen & Co.
Media Contact:
Michelle Yokoyama
myokoyama@sardverb.com
312-895-4701

EX-99.2

Exhibit 99.2

Acquisition of U.S. Education Corporation

Forward Looking Statements Certain statements contained in this presentation 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, 2007 and filed with the Securities and Exchange Commission on August 24, 2007.

Acquisition of U.S. Education Corporation Daniel Hamburger DeVry Inc. President and Chief Executive Officer

Acquisition of U.S. Education Corp. Strategy: High demand allied health programs U.S. Education Corp.: High-quality, accredited educational organization Synergies: programs, marketing, online and geographic reach

USEC has 17 Campus locations in 7 states Citrus Heights, CA Sacramento, CA Antioch, CA Pleasant Hill, CA Emeryville, CA San Leandro, CA San Jose, CA Spokane, WA Western Career Colleges Western Association of Schools and Colleges (WASC) Apollo Colleges Accrediting Council of Independent Colleges and Schools (ACICS) U.S. Education Corporation Stockton, CA Boise, ID Portland, OR Las Vegas, NV Albuquerque, NM Phoenix, AZ Mesa, AZ Phoenix Westside, AZ Tucson, AZ

Allied Health Careers Meet Critical Needs Nursing (16%) Registered Nursing Licensed Practical Nursing Vocational Nursing Vocational Nursing Degree Pharmacy (11%) Pharmacy Technician Veterinary (7%) Veterinary Technician Dental (14%) Dental Hygiene Dental Assisting Dental Assisting Degree The shortage of nurses is expected to reach 1 million by 2010 Enrollment by Program Category Medical (43%) Medical Assisting Medical Admin. Asst. Medical Billing Medical Lab Tech Medical Records Massage Therapy Fitness Tech Medical Office Mgmt. Health Info Tech. Bio Lab Tech Health Care Admin. Other (7%) Radiology Technician Respiratory Therapy Technician Diagnostic Medical Sonographer Surgical Technician Non-health (2%) Computer Graphics Architect Design Criminal Justice

$116 $144 $10 $30 $50 $70 $90 $110 $130 $150 $170 FY2007 FY2008 $11.3 $19.5 $0 $5 $10 $15 $20 $25 $30 FY2007 FY2008 Revenues Operating Income + 24% + 73% Financial Performance ($’s in millions)

Rationale for Acquisition Vertical diversification in healthcare, particularly nursing Horizontal diversification in associate degree and certificate programs Quality programs and outcomes for students Size is meaningful Compatible cultures and strong management team U.S. Education Corporation is the highest-quality opportunity DeVry has seen to implement its strategy of diversifying into the allied health career college segment.

Potential Synergies Co-location with DeVry University and Chamberlain College of Nursing Opportunity to enhance capacity utilization Marketing: enhanced conversion Leverage DeVry’s online expertise

Thorough Due Diligence Visited all campuses Toured facilities, assessed management & operations Compliance review Completed legal, accounting and student finance due diligence Operations review of student population by campus: start/inquiry data, projected continuing student population, and other important metrics Full review of IT capabilities & systems Market research on employers, prospective/current student perception Analyzed accreditation and regulatory requirements for all programs

Financing Purchase price $290 million Utilize cash and existing credit facility (approx. $170 million) Remainder financed with available domestic cash Potentially borrow against auction rate securities, if needed

Growth Strategy Add new locations via co-location and standalone campuses Continue program roll-out ; focused on more advanced allied health careers Add new programs Capitalize on online opportunity

Integration Planning is Underway Integration team formed with co-leaders from each organization Phase one: infrastructure Finance/accounting IT Human resources Phase two: processes Student finance Admissions training Policies & procedures Phase three: growth initiatives/synergies New locations; new programs; online

Acquisition of U.S. Education Corporation High quality programs in high-demand fields Strong management team Right price

U.S. Education Corporation George Montgomery U.S. Education Corporation President and Chief Executive Officer

Overview of U.S. Education Corporation USEC established in 2001 Acquired Western Career College in February 2003 (Founded 1967) Acquired Apollo College in December 2003 (Founding 1976) 65,000 Alumni 6,449 7,717 8,745 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000 2006 2007 2008 Ending Student Headcount + 13.3%

Well-Positioned in the Career College Market 75% of new job openings will require postsecondary education Of these new jobs, 75% will require an associates degree or certificate USEC offers programs for 5 of the fastest growing occupations (1) USEC also offers Registered, Vocational and Practical Nursing programs; Registered Nursing is the occupation with the largest projected job growth (2) Source: (1) Bureau of Labor Statistics: The 30 fastest-growing occupations, 2006-2016 (2) Bureau of Labor Statistics: Occupations with the largest job growth, 2006-2016

Quality Academic Programs and Career Outcomes 5% 10% Default Rate (1) 80/20%; 77/23%; 62/38% (2) 66/34% 90/10 Ratios 84% 88% Graduate employment rate 66% 61% Graduation rate Apollo WCC Student Outcomes (1) Represents 2005 Cohort Default Rates (2) Apollo operates under 3 OPEID numbers (3) Data provided by Bureau of Labor Statistics and USEC $64,480 Dental Hygienist $62,840 Registered Nurse $45,760 Respiratory Therapist Technician $25,519 Medical Assistant Average Starting Salaries (3) Jeff Akens President, WCC

Management Team George Montgomery Chief Executive Officer Bill Clohan Chairman George Harbison Chief Financial Officer Former President and CEO of Taylor Made Golf (grew the company from $75 million to $350 million in revenues). Former U.S. Undersecretary of Education, Education Counsel to the Education and Labor Committee, General Counsel to two national accrediting agencies, and Executive Director of CAPPS, CCA Board. 20+ years of experience in senior finance positions, former Chief Financial Officer of El Torito/Acapulco Restaurants, a $320 million chain of 150 Mexican restaurants. 15 years in senior operating positions with U.S. Education Corporation, former area operations manager for northwest and central valley areas, 10 years as Campus Director for San Leandro campus. Tom Bloom President, Apollo College Former President of a South University campus and the California Culinary Academy, 20 years experience in postsecondary education.

Acquisition of U.S. Education Corporation

Vertical diversification in healthcare, particularly nursing Horizontal diversification in associate degree and certificate programs Quality programs and outcomes for students Size is meaningful Compatible cultures and strong management team U.S. Education Corporation is the highest-quality opportunity DeVry has seen to implement its strategy of diversifying into the allied health career college segment. Rationale for Acquisition

Meeting Critical Demand for Physicians in U.S. Opening 60-80ksf branch campus in Grand Bahama Temporary site: Jan. 2009 New campus: 2010 Basic sciences curriculum Students begin training in Dominica; Transfer 3rd & 4th semesters to Freeport Alleviates capacity issues and fuels future growth

Acquisition of U.S. Education Corporation

Questions & Answers

Acquisition of U.S. Education Corporation