Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gunst Richard
   2. Issuer Name and Ticker or Trading Symbol
DEVRY INC [DV] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
3005 HIGHLAND PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
07/25/2011
(Street)

DOWNERS GROVE, IL 60515		 4. If Amendment, Date Original Filed(Month/Day/Year)
07/25/2011		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/25/2011   M   4,768 A $ 20.97 14,124 D  
Common Stock 07/25/2011   M   2,232 A $ 20.97 16,356 D  
Common Stock 07/25/2011   M   0 D $ 0 16,356 D  
Common Stock 07/25/2011   S   4,768 D $ 65.16 11,588 D  
Common Stock 07/25/2011   S   2,232 D $ 65.16 9,356 (5) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (Right to Buy) $ 20.97 07/25/2011   M     4,768 (3) 07/24/2007(1) 07/24/2016 Common Stock 4,768 $ 0 0 D  
Non-qualified Stock Option (Right to Buy) $ 20.97 07/25/2011   M     2,232 (3) 07/24/2007(1) 07/24/2016 Common Stock 2,232 $ 0 0 D  
Non-qualified Stock Option (Right to Buy) $ 51.23 07/25/2011   M     0 08/28/2008(2) 08/28/2018 Common Stock 0 $ 0 15,620 (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Gunst Richard
3005 HIGHLAND PARKWAY
DOWNERS GROVE, IL 60515		       Chief Financial Officer  

Signatures

 /s/ Robyn B. Martin for Richard M. Gunst   09/06/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) This option vests at 20% per year. This option will be fully vested at the end of the 5th year. This option was issued in two parts- one as an ISO and the other as a non-qualified option due to the ISO limitations.
(2) This option vests at 25% per year. This option will be fully vested at the end of the 4th year.
(3) On July 25, 2011 the reporting person mistakenly filed a Form 4 incorrectly reporting the amount of options exercised and sold. The correct amounts are set forth in this amendment.
(4) On July 25, 2011 the reporting person mistakenly filed a Form 4 for a transaction that did not in fact occur. The correct balance for this grant as of July 25, 2011 is set forth here.
(5) The Form 4 filed on July 25, 2011 incorrectly stated the common stock holdings for the reporting person. As of July 25, 2011 the reporting person held 9,356 shares of common stock.

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