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)

October 25, 2011
______________

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.)

3005 Highland Parkway Downers Grove, Illinois	60515
(Address of principal executive offices)	(Zip Code)

(630) 515-7700
(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 2.02 Results of Operations and Financial Condition

On October 25, 2011, DeVry Inc. issued a press release announcing its fiscal 2012 first quarter operating results and September 2011 enrollment results at DeVry Medical International, DeVry Brasil, and graduate coursetakers at DeVry University/Keller Graduate School of Management.  The full text of that press release is included in Exhibit 99.1 in this Form 8-K.

Forward Looking Statements

Certain statements contained in this Form 8-K and related press 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. These forward-looking statements generally can be identified by phrases such as DeVry Inc. or its management “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “foresees,” “intends,” “plans” or other words or phrases of similar import.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause DeVry’s actual results to differ materially from those projected or implied by these forward-looking statements.  Additional information regarding factors that could cause results to differ can be found in DeVry’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011.

These forward-looking statements are based on information as of October 25, 2011, and DeVry assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

Item 9.01 Financial Statements and Exhibits

99.1 Press Release dated October 25, 2011

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:	October 25, 2011	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 October 25, 2011

EX-99.1

Exhibit 99.1

DeVry Inc. Announces First-Quarter 2012 Results

DOWNERS GROVE, Ill.--(BUSINESS WIRE)--October 25, 2011--DeVry Inc. (NYSE:DV), a global provider of educational services, today reported financial results for its fiscal 2012 first-quarter ended Sept. 30, 2011. DeVry also reported enrollment results at DeVry Medical International, DeVry Brasil, and graduate coursetakers at DeVry University/Keller Graduate School of Management. DeVry continues its unwavering focus on academic quality, successful student outcomes, and execution of its growth and diversification strategy.

Significant Accomplishments this quarter include:

• Acquisition and ongoing integration of AUC
• State approval of two new Chamberlain College of Nursing locations and approval from the Illinois Board of Higher Education for a doctorate of nursing practitioner program
• Appointment of Dr. Andrew Jeon as president of DeVry Medical International

Three Months Ended Sept. 30, 2011:

• Revenues decreased 0.5 percent to $519 million.
• Net income decreased 21.9 percent to $57 million.
• Diluted earnings per share decreased 19.4 percent to $0.83.

“DeVry University undergraduate and Carrington Colleges Group continue to face the same headwinds as many other institutions across our country’s educational system. Poor economic conditions and persistent unemployment continued to impact results, coupled with adjustments associated with new regulations,” said Daniel Hamburger, DeVry’s president and chief executive officer. “We continue to experience enrollment growth at DeVry University graduate, Chamberlain, Ross, AUC, DeVry Brasil, and Advanced Academics. This diversification helped to mitigate the declines, and resulted in total enrollment of about 123,000 students across all DeVry institutions, a decrease of less than one percent. Going forward, we will continue to invest in academic quality, execute on our diversification strategy, and control costs across our organization.”

Organizational Highlights

Business, Technology and Management Segment

DeVry University

For the September 2011 session, total graduate coursetakers at DeVry University, including its Keller Graduate School of Management, increased 2.3 percent to 23,937 versus 23,389 for the same period in 2010.

Despite the continued tough job market, 87.3 percent of DeVry University’s June 2010, October 2010 and February 2011 graduates in the active job market were employed in their fields of study within six months of graduation at an average salary of $42,645. These statistics include graduates of associate and bachelor’s degree programs and those who were already employed in their field of study.

DeVry University continues to mitigate the effects of this challenging environment by prudently controlling costs, while strategically investing in new programs and locations, services to better serve students, and employee training to improve the collegiate experience for our students. We will also continue to provide advisors with additional training to improve the enrollment experience for prospective students.

Medical and Healthcare Segment

DeVry Medical International

Andrew Jeon, M.D., MBA, was appointed president of DeVry Medical International, which includes Ross University School of Medicine, Ross University School of Veterinary Medicine and the American University of the Caribbean School of Medicine.

In the 2011 September term for DeVry Medical International, new students increased 22.9 percent to 853, compared to 694 students on a pro forma basis for prior year term. Total students increased 6.3 percent to 6,082 compared to 5,723 students in the same term last year.

DeVry continues to integrate AUC into its family of institutions under the leadership of its dean, Dr. Bruce Kaplan. AUC’s new student enrollment for the September 2011 term was 192 students versus 204 in the prior year period. AUC’s total student enrollment for the September term was 1,226 students in 2011 and 1,156 students in 2010.

Chamberlain College of Nursing

During the quarter, Chamberlain received state Board of Nursing approvals to open locations in Indianapolis and Atlanta in spring 2012, pending Higher Learning Commission (HLC) approval. We also continue to focus on expanding our programs and received approval from the Illinois Board of Higher Education for a doctorate in nursing practitioner (DNP) program, pending HLC approval.

Carrington Colleges Group

Carrington remains focused on executing its turnaround plan, which includes optimizing our marketing approach to emphasize the development of internally-generated inquiries. In addition, Carrington is employing new and more efficient student outreach efforts through our recently opened student contact center, and through implementation of new training to help advisors further engage with prospective students. We are also carefully reducing costs where possible while maintaining academic quality.

International, K-12, and Professional Education Segment

Becker Professional Education

Becker continues to focus on expanding its international platform. During the quarter, we continued to integrate ATC International, and signed an agreement with GE China to provide our CPA Exam Review course to General Electric employees in the People’s Republic of China.

DeVry Brasil

For the September 2011 term, new students increased 29.2 percent to 3,033, compared to 2,347 students last year. Total students increased 17.8 percent to 14,099 compared to 11,972 students in the same term last year. DeVry Brasil continues to expand our curriculum and invest in student services, new programs, and new campus locations.

Balance Sheet/Cash Flow

For the first quarter, DeVry generated $186.6 million of operating cash flow, with our operating performance augmented by strong working capital management. As of Sept. 30, 2011, cash, marketable securities and investment balances totaled $325.3 million and there were no outstanding borrowings.

Share Repurchase Plan

During the quarter, DeVry repurchased 1,007,207 shares of our common stock under our sixth repurchase program at a cost of approximately $44.5 million, or $44.13 per share.

Conclusion

“We are confident that what we are seeing now is a near-term discontinuity in the long-term growth trend. Our confidence is bolstered by the fundamental need for career-focused education both in the United States and in emerging markets, and by the strong value proposition we offer our students,” added Hamburger.

Conference Call and Webcast Information

DeVry will host a conference call on Oct. 25, 2011, at 3:30 p.m. Central Daylight Time (4:30 p.m. Eastern Daylight Time) to discuss its fiscal 2012 first-quarter results. The conference call will be led by Daniel Hamburger, president and chief executive officer, Rick Gunst, senior vice president and chief financial officer, and Pat Unzicker, vice president and controller.

For those wishing to participate by telephone, dial (866) 356-3095 (domestic) or (617) 597-5391 (international). Use passcode 22689864 or say “DeVry Call.” DeVry will also broadcast the conference call live via the Internet. Interested parties may access the webcast through the Investor Relations section of the company's web site, or http://www.media-server.com/m/p/gq6yq2m9. (Because of its length, this URL may need to be copied and pasted into your Internet browser’s address field. Remove the extra space if one exists.) 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.

DeVry will archive a telephone replay of the call until Nov. 15, 2011. To access the replay, dial (888) 286-8010 (domestic) or (617) 801-6888 (international), passcode: 58921272. To access the webcast replay, please visit DeVry’s web site.

About DeVry Inc.

DeVry's purpose is to empower its students to achieve their educational and career goals. DeVry (NYSE: DV, member S&P 500 Index) is a global provider of educational services and the parent organization of Advanced Academics, American University of the Caribbean School of Medicine, Becker Professional Education, Carrington College, Carrington College California, Chamberlain College of Nursing, DeVry Brasil, DeVry University, and Ross University Schools of Medicine and Veterinary Medicine. These institutions offer a wide array of programs in business, healthcare and technology. DeVry’s institutions serve students in secondary through postsecondary education and professionals in accounting and finance. For more information, please call 630.353.3800 or 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 DeVry's most recent Annual Report on Form 10-K for the year ending June 30, 2011 and filed with the Securities and Exchange Commission on August 26, 2011.

Selected Operating Data (in thousands, except per share data)

	First Quarter
	FY 2012	FY 2011	Change
Revenues	$519,038	$521,428	(0.5)%
Operating Income	$79,865	$111,815	(28.6)%
Net Income	$57,484	$73,601	(21.9)%
Earnings per Share (diluted)	$0.83	$1.03	(19.4)%
Number of common shares (diluted)	69,467	71,654	(3.1)%

September 2011 Enrollment Results

	September 2011	September 2010	Change
DeVry Inc. Total Student Enrollment(1)	122,763	123,818	(0.9)%
DeVry University, including Keller Graduate School of Management
Graduate coursetakers (2)(3)	23,937	23,389	2.3%
DeVry Medical International(4)
New students	853	694	22.9%
Total students	6,082	5,723	6.3%
DeVry Brasil
New students	3,033	2,347	29.2%
Total students	14,099	11,972	17.8%

Graduate Employment Statistics	Period	Percent Employed (5)	Average Salary
DeVry University (Undergraduate)(5)	Jun 10-Oct 10-Feb 11	87.3%	$42,645

1. Includes total student enrollment reported on 8/11/11 for DeVry University, Carrington Colleges Group and Chamberlain College of Nursing. Excludes Becker and Advanced Academics.

2. Includes both onsite and online students

3. The term “coursetaker” refers to the number of courses taken by a student. Thus one student taking two courses equals two coursetakers

4. DeVry Medical International includes Ross University Schools of Medicine and Veterinary Medicine and the American University of the Caribbean School of Medicine (AUC). AUC’s new student enrollment for the September 2011 and 2010 terms were 192 students and 204 students, respectively. AUC’s total student enrollment for the September 2011 and 2010 terms were 1,226 students and 1,156 students, respectively.

5. Three-term average; includes graduates of associate and bachelor’s degree programs. Excludes graduates continuing their education, foreign graduates ineligible to work in the United States/Canada and those unable to accept career advising because of extreme circumstances. Excludes graduates who actively pursued employment for less than 180 days and did not become employed.

Chart 1: DeVry Inc. Calendar 2011-12 Announcements & Events

Dec. 12, 2011	Enrollment Results
	DeVry University Chamberlain College of Nursing Carrington Colleges Group
Jan. 26, 2012	Fiscal 2012 Second Quarter Results (no enrollment)
Apr. 24, 2012	Fiscal 2012 Third Quarter Results and Enrollment
	DeVry University Chamberlain College of Nursing DeVry Medical International Carrington Colleges Group DeVry Brasil
Aug. 16, 2012	Fiscal 2012 Year-End Results and Enrollment
	DeVry University Chamberlain College of Nursing DeVry Medical International Carrington Colleges Group
Oct. 25, 2012	Fiscal 2013 First Quarter Results and Enrollment
	DeVry University (graduate only) DeVry Medical International DeVry Brasil
Dec. 6, 2012	Enrollment Results
	DeVry University Chamberlain College of Nursing Carrington Colleges Group

DEVRY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
PRELIMINARY
				September 30,			June 30,			September 30,
				2011			2011			2010
ASSETS
	Current Assets
		Cash and Cash Equivalents		$	322,918		$	447,145		$	450,994
		Marketable Securities and Investments			2,337			2,575			2,330
		Restricted Cash			5,697			2,308			11,142
		Accounts Receivable, Net			151,428			114,689			161,323
		Deferred Income Taxes, Net			21,712			24,457			24,202
		Prepaid Expenses and Other			41,139			33,476			30,784
			Total Current Assets		545,231			624,650			680,775
	Land, Buildings and Equipment
		Land			61,378			54,404			54,097
		Buildings			352,043			314,274			288,858
		Equipment			426,345			402,179			347,689
		Construction In Progress			51,860			63,310			47,441
					891,626			834,167			738,085
		Accumulated Depreciation and Amortization			(375,841	)		(365,923	)		(339,565	)
			Land, Buildings and Equipment, Net		515,785			468,244			398,520
	Other Assets
		Intangible Assets, Net			321,250			195,462			193,898
		Goodwill			589,780			523,620			516,104
		Perkins Program Fund, Net			13,450			13,450			13,450
		Other Assets			26,431			25,077			20,158
			Total Other Assets		950,911			757,609			743,610
TOTAL ASSETS				$	2,011,927		$	1,850,503		$	1,822,905

DEVRY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
PRELIMINARY
				September 30,			June 30,			September 30,
				2011			2011			2010
LIABILITIES
	Current Liabilities
		Accounts Payable		$	65,678		$	63,611		$	74,527
		Accrued Salaries, Wages and Benefits			77,925			107,829			73,565
		Accrued Expenses			50,128			47,097			79,399
		Advance Tuition Payments			18,135			22,362			19,653
		Deferred Tuition Revenue			250,830			75,532			245,269
			Total Current Liabilities		462,696			316,431			492,413
	Non-Current Liabilities
		Deferred Income Taxes, Net			75,490			69,029			45,307
		Deferred Rent and Other			67,851			68,772			55,638
			Total Non-current Liabilities		143,341			137,801			100,945
TOTAL LIABILITIES					606,037			454,232			593,358
NON-CONTROLLING INTEREST					7,176			6,755			5,633
SHAREHOLDERS' EQUITY
	Common Stock, $0.01 par value, 200,000,000 Shares Authorized;
	67,758,000, 68,635,000 and 70,271,000 Shares issued
	and outstanding at September 30, 2011, June 30, 2011
	and September 30, 2010, respectively.				739			738			735
	Additional Paid-in Capital				256,159			248,418			229,688
	Retained Earnings				1,424,866			1,367,972			1,128,326
	Accumulated Other Comprehensive Income				5,348			15,729			12,704
	Treasury Stock, at Cost (6,171,000, 5,148,000 and 3,216,000
	Shares, Respectively)				(288,398	)		(243,341	)		(147,539	)
TOTAL SHAREHOLDERS' EQUITY					1,398,714			1,389,516			1,223,914
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY				$	2,011,927		$	1,850,503		$	1,822,905

DEVRY INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands Except for Per Share Amounts)
(Unaudited)
PRELIMINARY
			For The Quarter
			Ended September 30,
			2011			2010
REVENUES:
	Tuition		$	486,487		$	486,339
	Other Educational			32,551			35,089
		Total Revenues		519,038			521,428
OPERATING COSTS AND EXPENSES:
	Cost of Educational Services			238,248			228,081
	Student Services and Administrative Expense			200,925			181,532
		Total Operating Costs and Expenses		439,173			409,613
Operating Income				79,865			111,815
INTEREST AND OTHER (EXPENSE) INCOME:
	Interest Income			184			423
	Interest Expense			(522	)		(254	)
		Net Interest and Other (Expense) Income		(338	)		169
Income Before Income Taxes				79,527			111,984
Income Tax Provision				22,215			38,623
NET INCOME				57,312			73,361
	Net Loss Attributable to Non-controlling Interest			172			240
NET INCOME ATTRIBUTABLE TO DEVRY INC.			$	57,484		$	73,601
EARNINGS PER COMMON SHARE ATTRIBUTABLE
	TO DEVRY INC. SHAREHOLDERS
	Basic		$	0.84		$	1.04
	Diluted		$	0.83		$	1.03

DEVRY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
PRELIMINARY
				For The Three Months
				Ended September 30,
				2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net Income			$	57,312		$	73,361
	Adjustments to Reconcile Net Income to Net
	Cash Provided by Operating Activities:
		Stock-Based Compensation Expense			4,899			5,250
		Depreciation			17,513			13,721
		Amortization			2,483			1,522
		Provision for Refunds and Uncollectible Accounts			21,297			26,368
		Deferred Income Taxes			9,256			(172	)
		(Gain) Loss on Disposals of Land, Buildings and Equipment			(63	)		10
		Changes in Assets and Liabilities:
			Restricted Cash		(3,389	)		(9,040	)
			Accounts Receivable		(58,627	)		(68,248	)
			Prepaid Expenses And Other		(6,668	)		(1,651	)
			Accounts Payable		1,145			(15,839	)
			Accrued Salaries, Wages, Expenses and Benefits		(25,110	)		13,367
			Advance Tuition Payments		(3,930	)		(1,312	)
			Deferred Tuition Revenue		170,518			158,642
	NET CASH PROVIDED BY OPERATING ACTIVITIES				186,636			195,979
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital Expenditures				(33,820	)		(23,010	)
	Marketable Securities Purchases				(10	)		(33	)
	Marketable Securities Sales				-			13,495
	Payment for Purchase of Business, net of Cash Acquired				(227,828	)		-
	NET CASH USED IN INVESTING ACTIVITIES				(261,658	)		(9,548	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from Exercise of Stock Options				2,581			429
	Proceeds from Stock issued Under Employee Stock Purchase Plan				388			317
	Repurchase of Common Stock for Treasury				(44,450	)		(36,332	)
	Cash Dividends Paid				(8,285	)		(7,117	)
	Excess Tax Benefit from Stock-Based Payments				313			11
	NET CASH USED IN FINANCING ACTIVITIES				(49,453	)		(42,692	)
Effects of Exchange Rate Differences					248			(447	)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS					(124,227	)		143,292
Cash and Cash Equivalents at Beginning of Period					447,145			307,702
Cash and Cash Equivalents at End of Period				$	322,918		$	450,994

DEVRY INC.
SEGMENT INFORMATION
(Dollars in Thousands)
(Unaudited)
PRELIMINARY
	For The Quarter
	Ended September 30,
							Increase
	2011			2010			(Decrease)
REVENUES:
Business, Technology and Management	$	337,596		$	352,918		-4.3	%
Medical and Healthcare		147,453			136,658		7.9	%
International, K-12 and Professional Education		33,989			31,852		6.7	%
Total Consolidated Revenues		519,038			521,428		-0.5	%
OPERATING INCOME:
Business, Technology and Management		61,362			84,519		-27.4	%
Medical and Healthcare		23,289			28,162		-17.3	%
International, K-12 and Professional Education		(2,987	)		(1,143	)	NM
Reconciling Items:
Amortization Expense		(2,318	)		(1,475	)	57.2	%
Depreciation and Other Corporate		519			1,752		-70.4	%
Total Consolidated Operating Income		79,865			111,815		-28.6	%
INTEREST AND OTHER (EXPENSE) INCOME:
Interest Income		184			423		-56.5	%
Interest Expense		(522	)		(254	)	105.5	%
Net Interest and Other (Expense) Income		(338	)		169		NM
Total Consolidated Income before Income Taxes	$	79,527		$	111,984		-29.0	%

CONTACT:
DeVry Inc.
Investor Contact:
Joan Bates, (630) 353-3800
jbates@devry.com
or
Media Contact:
Larry Larsen, (312) 895-4717
llarsen@sardverb.com