SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MUELLER BRIAN E

(Last)

(First)

(Middle)

4615 E ELWOOD ST

(Street)

PHOENIX

85040

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2005

3. Issuer Name and Ticker or Trading Symbol
APOLLO GROUP INC [ APOL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,327	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	08/31/2002	01/12/2010	Class A Common Stock	2,500	$8.3889	D
Non-Qualified Stock Option (right to buy)	08/27/2004	10/24/2012	Class A Common Stock	28,328	$28.424	D
Non-Qualified Stock Option (right to buy)	01/02/2003	01/02/2012	Class A Common Stock	150	$29.3267	D
Non-Qualified Stock Option (right to buy)	08/31/2003	10/22/2012	Class A Common Stock	15,000	$41.92	D
Non-Qualified Stock Option (right to buy)	08/31/2004⁽¹⁾	10/20/2013	Class A Common Stock	107,656	$60.1919	D
Non-Qualified Stock Option (right to buy)	08/31/2006⁽²⁾	11/01/2015	Class A Common Stock	40,000	$63.79	D
Non-Qualified Stock Option (right to buy)	08/31/2005⁽³⁾	08/06/2014	Class A Common Stock	100,000	$71.23	D

Explanation of Responses:

1. 53,828 were exercisable as of 8/31/2004. The remaining options will vest as follows: 26,914 on 8/31/2006 26,914 on 8/31/2007

2. 25% of the shares covered by this option shall vest on the following dates: 8/31/2006, 8/31/2007, 8/31/2008 and 8/31/2009. The vesting shall accelerate if certain operational goals are achieved.

3. 25,000 were exercisable as of 8/31/2005. The remaining options will vest as follows: 25,000 on 8/31/2006 25,000 on 8/31/2007 25,000 on 8/31/2008 These 75,000 unvested options may vest at an accelerated rate if certain operational goals are achieved. If the Year Two goal is achieved as of 8/31/2006, then 75,000 will vest on 8/31/2006.

Remarks:

Mr. Mueller direct ownership of 1,327 shares were purchased through an employee benefit plan that satisfies the coverage and participation requirements of Sections 423 (b) (3) and 423 (b) (5) of the Internal Revenue Code of 1986, or any successor provisions thereof.

	/s/ Brian Mueller	12/13/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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