As filed with the Securities and Exchange Commission on June 29, 2009

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of 1933

APOLLO GROUP, INC.

(Exact name of registrant as specified in its charter)

Arizona
(State or other jurisdiction
of incorporation or organization) 86-0419443
(IRS Employer Identification No.)

4025 S. Riverpoint Parkway
Phoenix, Arizona 85040
(Address of principal executive offices) (Zip Code)

Apollo Group, Inc. Amended and Restated 2000 Stock Incentive Plan
(Full title of the Plan(s))

Charles B. Edelstein
Gregory W. Cappelli
Co-Chief Executive Officers
Apollo Group, Inc.
4025 S. Riverpoint Parkway
Phoenix, Arizona 85040
(Name and address of agent for service)
(480) 966-5394
(Telephone Number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

	Amount to be	Proposed Maximum		Proposed Maximum		Amount of
Title of Securities to be Registered	Registered(1)	Offering Price per Share(2)		Aggregate Offering Price(2)		Registration Fee(2)
Amended and Restated 2000 Stock Incentive Plan, Class A Common Stock, no par value	975,481 shares		$64.73		$63,142,885		$3,523.37

(1)

This Registration Statement shall also cover any additional shares of Class A Common Stock which become issuable with respect to the shares of Class A Common Stock registered hereunder for issuance under the Amended and Restated 2000 Stock Incentive Plan (the “2000 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Registrant’s Class A Common Stock.

(2)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(b) of the Securities Act of 1933, as amended, on the basis of the average of the high and low selling prices per share of the Registrant’s Class A common stock on June 24, 2009, as reported on the Nasdaq National Global Select Market.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference

          Apollo Group, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(a)	The Registrant’s Annual Report on Form 10-K for the fiscal year ended August 31, 2008 filed with the Commission on October 28, 2008;
(b)	The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended November 30, 2008, February 28, 2009 and May 31, 2009, filed with the Commission on January 8, 2009, March 31, 2009 and June 29, 2009, respectively;
(c)	All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
(d)	The description of the Registrant’s Class A Common Stock contained in the Registrant’s prospectus filed with the Commission on September 28, 2000 pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended (the “1933 Act”), in connection with its Registration Statement No. 333-33370, as amended by the Registrant’s Current Report on Form 8-K filed with the Commission on March 27, 2008, including any amendments or reports the Registrant files for purposes of updating that description.

          All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K under the 1934 Act shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

          Not applicable.

Item 5. Interests of Named Experts and Counsel

          Not applicable.

Item 6. Indemnification of Directors and Officers

          The Registrant’s amended and restated articles of incorporation permit the Registrant to indemnify a director or former director for any liability to any person for any action taken, or any failure to take any action, except liability for any of the following: (a) the amount of a financial benefit received by a director to which the

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director is not entitled; (b) an intentional infliction of harm on the Registrant or its shareholders; (c) unlawful distributions; and (d) an intentional violation of criminal law. In addition, the Registrant’s amended and restated articles of incorporation permit the Registrant to make advances for expenses as permitted by Arizona law. The Registrant’s amended and restated articles of incorporation preclude the application of the mandatory indemnification and advance of expense provisions of Arizona Revised Statutes § 10-852. However, the Registrant’s bylaws provide that each director and officer (and former director and officer) shall be indemnified from any liability related to his or her service to the Registrant, to the maximum extent permitted by Arizona law, and shall be entitled to advances for reasonable expenses as permitted by Arizona law. Arizona law generally provides that indemnification is permissible only when the director or officer acted in good faith and in a manner reasonably believed to be in the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Arizona law prohibits a corporation from indemnifying a director either (1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation, or (2) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director. In addition to the foregoing indemnification, the Registrant provides directors’ and officers’ liability insurance for claims up to $5,000,000.

Item 7. Exemption from Registration Claimed

          Not applicable.

Item 8. Exhibits

Exhibit Number		Exhibit
	4.1	Instruments Defining the Rights of Stockholders. Reference is made to Registrant’s prospectus filed with the Commission on September 28, 2000 pursuant to Rule 424(b) promulgated under the 1933 Act in connection with its Registration Statement No. 333-33370, as amended by the Registrant’s Current Report on Form 8-K filed with the Commission on March 27, 2008, together with any amendments or reports thereto, which are incorporated herein by reference pursuant to Item 3(d) of this Registration Statement.
	5	Opinion and consent of Morgan, Lewis & Bockius LLP.
	23.1	Consent of Deloitte & Touche, LLP, Independent Registered Accounting Firm.
	23.2	Consent of Morgan, Lewis & Bockius LLP is contained in Exhibit 5.
	24	Power of Attorney. Reference is made to page II-4 of this Registration Statement.
	99.1	Amended and Restated 2000 Stock Incentive Plan, as further amended effective June 25, 2009.

Item 9. Undertakings

          A. 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 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act 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; and (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 Registrant’s Amended and Restated 2000 Stock Incentive Plan.

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          B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into this 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.

          C. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act 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 1933 Act and will be governed by the final adjudication of such issue.

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Phoenix, State of Arizona on this 29th day of June 2009.

APOLLO GROUP, INC.
By:	/s/ Charles B. Edelstein
	Charles B. Edelstein
	Co-Chief Executive Officer
By:	/s/ Gregory W. Cappelli
	Gregory W. Cappelli
	Co-Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

          That the undersigned officers and directors of Apollo Group, Inc., an Arizona corporation, do hereby constitute and appoint Joseph L. D’Amico, President and Chief Operating Officer, and Brian L. Swartz, Senior Vice President, Chief Financial Officer and Treasurer, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

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          IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

          Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ John G. Sperling Dr. John G. Sperling	Founder, Executive Chairman of the Board and Director	June 29, 2009
/s/ Charles B. Edelstein Charles B. Edelstein	Co-Chief Executive Officer and Director (Principal Executive Officer)	June 29, 2009
/s/ Gregory W. Cappelli Gregory W. Cappelli	Co-Chief Executive Officer and Director (Principal Executive Officer)	June 29, 2009
/s/ Brian L. Swartz Brian L. Swartz	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	June 29, 2009
/s/ Gregory J. Iverson Gregory J. Iverson	Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)	June 29, 2009
/s/ Peter V. Sperling Peter V. Sperling	Vice Chairman of the Board and Director	June 29, 2009
/s/ Terri C. Bishop Terri C. Bishop	Executive Vice President, External Affairs, and Director	June 29, 2009
/s/ Dino J. DeConcini Dino J. DeConcini	Director	June 29, 2009
/s/ Stephen J. Giusto Stephen J. Giusto	Director	June 29, 2009

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Signature	Title	Date
/s/ Roy J. Herberger, Jr. Dr. Roy Herberger, Jr.	Director	June 29, 2009
/s/ Ann Kirschner Dr. Ann Kirschner	Director	June 29, 2009
/s/ K. Sue Redman K. Sue Redman	Director	June 29, 2009
/s/ James R. Reis James R. Reis	Director	June 29, 2009
/s/ Manuel F. Rivelo Manuel F. Rivelo	Director	June 29, 2009

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EXHIBIT INDEX

Exhibit Number		Exhibit
	4.1	Instruments Defining the Rights of Stockholders. Reference is made to Registrant’s prospectus filed with the Commission on September 28, 2000 pursuant to Rule 424(b) promulgated under the 1933 Act in connection with its Registration Statement No. 333-33370, as amended by the Registrant’s Current Report on Form 8-K filed with the Commission on March 27, 2008, together with any amendments or reports thereto, which are incorporated herein by reference pursuant to Item 3(d) of this Registration Statement.
	5	Opinion and consent of Morgan, Lewis & Bockius LLP.
	23.1	Consent of Deloitte & Touche, LLP, Independent Registered Public Accounting Firm.
	23.2	Consent of Morgan, Lewis & Bockius LLP is contained in Exhibit 5.
	24	Power of Attorney. Reference is made to page II-4 of this Registration Statement.
	99.1	Amended and Restated 2000 Stock Incentive Plan, as further amended, effective June 25, 2009.