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Devry Inc · 10-K · For 6/30/98

Filed On 9/23/98 · SEC File 1-13988 · Accession Number 730464-98-6

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 9/23/98  Devry Inc                         10-K        6/30/98    5:116

Annual Report · Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         94    315K 
 2: EX-4        Instrument Defining the Rights of Security Holders    19     58K 
 3: EX-21       Subsidiaries of the Registrant                         1      4K 
 4: EX-23       Consent of Experts or Counsel                          1      5K 
 5: EX-27       Financial Data Schedule                                1      6K

10-K · Annual Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Becker Business DeVry Institutes Keller Graduate School Properties
1	1st Page
3	Item 1 - Business
"	DeVry Institutes
38	Item 2 -. Properties
41	Keller Graduate School
42	Becker

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

FORM 10-K     

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE   
ACT OF 1934                                                           
[FEE REQUIRED]      

For the fiscal year ended:             JUNE 30, 1998                            

Commission file number:                0-12751                                  

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

DELAWARE                                         36-3150143 
(State or other jurisdiction of incorporation           (I.R.S. Employer        
or organization)                                        Identification No.)   

ONE TOWER LANE, SUITE 1000, OAKBROOK TERRACE, ILLINOIS      60181 
       (Address of principal executive offices)           (Zip Code)

Registrant's telephone number; including area code             (630) 571-7700   

Securities registered pursuant to section 12(b) of the Act:     

Title of each class:              Name of each exchange on which registered:    

NONE                                                    

Securities registered pursuant to Section 12(g) of the Act:     

 COMMON STOCK, $0.01 PAR VALUE
(Title of class)

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange          
Act of 1934 during the preceding 12 months (or for such shorter period          
that the registrant was required to file such reports), and (2) has been        
subject to such filing requirements for the past 90 days.                       
Yes [X].  No [ ].                                                               

Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be contained,  
to the best of registrant's knowledge, in definitive proxy or information       
statements incorporated by reference in Part III of this Form 10-K or any       
amendment to this Form 10-K. [ ]                                                

SEPTEMBER 1, 1998 - $1,029,071,000      

State the aggregate market value of the voting stock held by non-     
affiliates of the registrant.  The market value was computed using the          
closing sale price of the common stock on the date indicated.  Shares of        
common stock held directly or controlled by each director and executive         
officer have been excluded in that such persons may be deemed to be             
affiliates.                                                                     

SEPTEMBER 1, 1998 - 69,314,102 shares of common stock, $0.01 par value    

Indicate the number of shares outstanding of each of the registrant's 
classes of common stock, as of the latest practicable date.           

DOCUMENTS INCORPORATED BY REFERENCE     

    List hereunder the documents incorporated by reference and the Part of the
Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: 

Certain portions of the Registrant's definitive Proxy Statement for the Annual  
Meeting of Stockholders to be held on November 17, 1998, are incorporated into  
Part III of this Form 10-K to the extent stated herein.                         

Exhibit Index located on Pages 92-94              Total number of pages, 116    

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DeVry INC.      
ANNUAL REPORT ON FORM 10-K      
YEAR ENDED JUNE 30, 1998      

TABLE OF CONTENTS     
                                                              PAGE #
PART I                                                                          

Item 1  - Business                                                    3     
Item 2  - Properties                                                 38     
Item 3  - Legal Proceedings                                          43     
Item 4  - Submission of Matters to a Vote of Security Holders        44     
   - Executive Officers                                         45

PART II                                                                         

Item 5  - Market for Common Equity and                                      
     Related Stockholder Matters                                49
Item 6  - Selected Financial Data                                    50     
Item 7  - Management's Discussion and Analysis of                           
     Financial Condition and Results of Operations              50
Item 8  - Financial Statements and Supplementary Data                60     
Item 9  - Changes in and Disagreements with Accountants              84     

PART III                                                                        

Item 10  - Directors and Executive Officers                          85     
Item 11  - Executive Compensation                                    85     
Item 12  - Security Ownership of Beneficial Owners and Management    85     
Item 13  - Certain Relationships and Transactions                    85     

PART IV                                                                         

Item 14 - Exhibits, Financial Statements and Reports on Form 8-K     86     
   - Financial Statements                                       86
   - Financial Statement Schedules                              86
   - Exhibits                                                   87
   - Reports on Form 8-K                                        87
   - Signatures                                                 89

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PART I      
------      
Certain information contained in this Annual Report on Form 10-K may            
constitute forward-looking statements made pursuant to the safe harbor          
provision of the Private Securities Litigation Reform Act of 1995.  Such        
statements may involve risks and uncertainty that could cause actual            
results to differ materially from the forward-looking statements.               
Potential risks and uncertainties include, but are not limited to,              
dependence on student financial aid, state and provincial approval and          
licensing requirements, and the other factors detailed in the company's SEC     
filings, including those discussed under the heading entitled "Risk             
Factors" in the Company's Registration Statement on Form S-3 (No. 333-22457)    
filed with the Securities and Exchange Commission.                              

ITEM 1 - BUSINESS                                                               
DeVry Inc. (the "Company") is incorporated under the laws of the State of       
Delaware.  The Company, through its wholly-owned subsidiaries, owns and         
operates the DeVry Institutes of Technology ("DeVry Institutes") and the        
Keller Graduate School of Management ("Keller Graduate School") which           
collectively form one of the largest private, degree-granting, regionally       
accredited higher education systems in North America.  The Company also         
owns and operates the Becker CPA Review ("Becker"), which prepares              
candidates for the Certified Public Accountant ("CPA") and Certified            
Management Accountant ("CMA") professional certification examinations.          

The amounts of revenue, earnings before interest and taxes and identifiable     
assets of the Company's U.S. and foreign operations are included in Note 9      
to the Consolidated Financial Statements, Operations by Geographic Area.        

DeVry Institutes                                                                
The DeVry Institutes were founded by Dr. Herman DeVry and for more than 67      
years have provided career-oriented technical education to high school          
graduates in the United States and Canada.  The first DeVry Institute was       
opened in Chicago in 1931 as an electronics school.  Today, the DeVry           
Institutes are located on twelve campuses in the United States and three        
campuses in Canada.                                                             

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Originally offering only programs in electronics, DeVry introduced the          
computer information systems curriculum in 1979.  As the number of high         
school graduates in the U.S. declined during the 1980s, the DeVry               
Institutes expanded their program offerings and delivery schedule into the      
evening hours to serve larger numbers of working adults.  In the summer of      
1986, a bachelor's degree program in business operations was introduced.        
That fall, the DeVry Institutes introduced the telecommunications               
management program, followed by the introduction of an accounting program       
in the spring of 1988.  In 1994, the DeVry Institutes introduced the            
technical management degree completion program.  In 1997, the business          
operations program was reconfigured and is now titled business                  
administration.  Other programmatic initiatives include new delivery            
formats, such as weekend schedules, accelerated course schedules and            
technology-assisted delivery options.                                           

The DeVry Institutes initiated a facility improvement and expansion program     
in 1991 to attract and retain increased student enrollment.  The program        
has included renovation and expansion of the Atlanta campus; relocation and     
expansion of the suburban Chicago, Dallas, Los Angeles and New Jersey           
Institutes; and opening of new branch or satellite campuses in Long Beach,      
California; Scarborough and Mississauga (Toronto), Canada; and Alpharetta,      
Georgia.  In July, 1998 a new campus was opened in Fremont, California.         

At the beginning of the spring 1998 semester, which is the final semester       
in the Company's 1998 fiscal year, approximately 32,991 full and part-time      
students enrolled in the DeVry Institutes' diploma, associate and               
bachelor's degree day and evening programs in electronics, electronics          
engineering technology, computer information systems, accounting, business      
administration, technical management and telecommunications management.         

In response to the facility expansions and improvements and new programs        
initiated in the past several years, fiscal 1998 marks the eighth               
consecutive year that total cumulative enrollment has increased from the        
prior year.  Cumulatively, total student enrollment for the three semesters     
of fiscal 1998 increased by 9.4% compared with fiscal 1997.  Since fiscal       

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1990, cumulative annual total student enrollment at the DeVry Institutes        
has increased by more than 44%.  The DeVry Institutes' operations accounted     
for approximately 87% of the Company's revenues in both 1998 and 1997.          

Classes began on July 13th for the summer 1998 semester.  In this first         
semester in the Company's 1999 fiscal year, which included the opening of a     
new DeVry Institute campus in Fremont, California, a total of 33,088            
students were enrolled in the DeVry Institutes' programs, a 12.1% increase      
from the number of students enrolled in the summer term last year.  This        
was the twenty third consecutive term in which total enrollments exceeded       
the prior year level.  Historically, the summer semester has been the           
period of lowest enrollment during the year.                                    

Changing demographics in the United States are expected to continue to          
benefit the DeVry Institutes' future enrollment.  The "baby boom echo" is       
producing more high school graduates.  After a period of nearly two decades     
during which the number of graduating high school seniors declined by 25        
percent to 2.4 million, 1995 marked the beginning of a rise in the number       
of high school graduates.  The National Center for Education Statistics         
forecasts that we will reach 3.1 million graduates by 2005, rivaling the        
previous peak of 3.1 million in the late 1970's.  Within the states where       
the DeVry Institutes are currently located, the percent change in the           
number of high school graduates from 1995-96 to 2004-2005, as projected by      
the Western Interstate Commission for Higher Education, is expected to          
increase by as much as 40% in Arizona, 36% in Georgia, 20% in Texas, 15% in     
California and 12% in Illinois. The rate of increase in the number of high      
school graduates in some of the states in which the DeVry Institutes are        
located is greater than the national rate of increase during this period        
and should contribute to future DeVry Institute enrollment growth.  In          
addition, the Department of Education's National Center for Education           
Statistics reports that in 1994, 62% of high school graduates (ages 16-24)      
went directly to college, up from 51% in 1975.  In today's information-driven   
economy, a higher education degree is extremely important.  In 1979,            
median compensation for male college graduates was 42% higher than for male     

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high school graduates.  Nearly two decades later, this wage gap has             
increased to 89%.  More students recognize this and are seeking the skills      
and degrees necessary to enhance their future.                                  

Recent data from the U.S. Department of Education also indicates that more      
than one third of U.S. undergraduate students are 25 years of age or older      
and that these older students will continue to be a significant portion of      
college enrollments in the coming years.  The Company estimates that more       
than 40% of the students enrolling at its DeVry Institutes are 25 years of      
age or older.                                                                   

Over 20% of recent new students enrolled at the DeVry Institutes had some       
prior college experience.  To attract the growing number of adults              
returning to college, the DeVry Institutes introduced a bachelor of science     
degree completion program in technical management which focuses on business     
and management skills vital to career advancement for students who already      
have an associate degree.  In response to the growing demand for computer       
and systems professionals, this November the U.S. DeVry Institutes will         
begin to offer an advanced program in Information Technology at selected        
locations to current bachelors degree holders.  A similar program is            
currently being offered at the Toronto-area DeVry Institutes.  An               
undergraduate degree completion program in business information technology      
is also being considered for introduction.                                      

Some DeVry programs are being offered on weekends to serve the working          
adult student and DeVry Institutes have also developed several accelerated      
program curricula with a shorter term length and time to completion.  While     
these programs present an intensive and demanding experience, they enable       
students to fulfill their other responsibilities while completing these         
educational programs.                                                           

Each of the DeVry Institutes' programs is designed to integrate general         
education and technology or business.  The DeVry Institutes' general            
education courses develop skills and competencies that help graduates           
enhance both their professional and personal capabilities.  Businesses          
require graduates that can fit into an organization, work in teams, have an     

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understanding of how business works, interface well with customers and have     
the in-depth technical knowledge to get the job done.  Laboratory courses       
throughout each curriculum provide the opportunity to translate classroom       
learning into a practical, hands-on experience that better prepares the         
student for the workplace.                                                      

Distance delivery of education is becoming increasingly prominent.  The         
DeVry Institutes' approach to distance learning is to focus on the quality      
of education, not the technical feasibility of the delivery system.             
Distance learning initiatives are being explored throughout the system to       
enhance student learning opportunities.                                         

At the DeVry Institutes, classes are generally offered in morning,              
afternoon or evening sessions which help students maintain a part-time job.     
This availability of part-time employment and government-provided financial     
aid partially offsets the competitive advantage of those schools with lower     
tuition levels.  Each curriculum is generally the same at all of the DeVry      
Institutes with content variations introduced to meet local employment          
market needs.  This common curriculum allows students to transfer, if           
necessary, to a DeVry Institute at a different location without                 
interrupting their studies.                                                     

To facilitate student success, DeVry devotes significant resources to           
libraries and academic support services which can assist students in any        
phase of their educational program.  In addition, the DeVry Institutes          
encourage students to participate in campus activities and offer a student      
success strategies course aimed at preparing students to assume                 
responsibility for their learning and growth through practical strategies       
and methods for realizing success.                                              

Keller Graduate School of Management                                            
Keller Graduate School was founded in 1973 and offers practitioner-based        
graduate management programs leading to a master's degree.  In addition to      
the Master of Business Administration ("MBA") program, which Keller began       
offering in 1977, Keller introduced a Master of Project Management ("MPM")      

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degree program in 1991 and a Master of Human Resource Management ("MHRM")       
degree program in 1993. In September 1995, Keller began offering a Health       
Services Management ("HSM") concentration within its MBA program.  This HSM     
concentration is being offered in response to the growing demands of the        
health services industry professionals and professionals in related             
industries such as insurance or pharmaceuticals.  In February 1997, Keller      
introduced a Master of Telecommunications Management ("MTM") program to         
meet the need for expertise in this growing field.  The MTM program at          
Keller Graduate School was developed in conjunction with the DeVry              
Institutes, which offer an undergraduate telecommunications program.  In        
September 1998, Keller will begin offering at selected sites, two new           
programs, the Master of Information Systems Management ("MISM") and the         
Master of Accounting and Financial Management ("MAFM").  These programs are     
aimed at satisfying the need for advanced education in these high demand        
areas.                                                                          

Keller emphasizes a practitioner orientation, excellence in teaching and        
service to working adults, offering classes in the evenings and on              
weekends.  At June 1998, classes were being offered at twenty six locations     
nationwide. Additional teaching centers are scheduled to begin offering         
classes in fiscal 1999.  Seven of Keller's teaching sites are co-located on     
DeVry Institute campuses in Arizona, California, Georgia and Missouri.          

Keller Graduate School's faculty members are practicing professionals who       
bring their expertise to the classroom, emphasizing theory and practices        
that will best serve students in their work as managers.  Critical              
competencies in areas such as business communications, technology, quality      
and international issues are woven throughout the curricula.  Keller's          
curricula are regularly reviewed for relevance to both students and             
employers through advisory councils composed of representatives of              
distinction and achievement in business and community affairs.                  

In addition to expanding its network of teaching locations, Keller              
developed and offers distance-education delivery in selected courses.           
Distance-education programs provide convenience and flexibility for             
students who are physically distant from classrooms, who find it difficult      

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to attend weekly classes and/or who cannot find their desired courses at        
the Keller center near where they live or work.  After piloting distance        
education course offerings, Keller applied for and has recently received        
approval from the North Central Association of Colleges and Schools to          
deliver via distance education all courses leading to and to award the          
Master of Business Administration degree.                                       

At the start of the June term, which falls primarily in the Company's 1999      
fiscal year, enrollment at Keller Graduate School was 3,857, an increase of     
725 students or 23.1% from the previous June.  Historically, the summer         
term has been the period of lowest enrollment during the year.                  

Through its Center for Corporate Education (previously Corporate                
Educational Services), Keller also offers on-site management and technical      
training programs for larger corporations and government agencies.              

At the start of the summer 1998 semester, which is the first semester in        
the Company's 1999 fiscal year, a combined total of approximately 36,945        
full and part-time students were enrolled in the Company's DeVry and Keller     
educational programs, up 13.2% from a total of 32,642 full and part-time        
students in the summer 1997 semester.                                           

Becker CPA                                                                      
In June 1996, the Company acquired the Becker CPA Review.  Becker is a          
leading international training firm preparing students to take the national     
Certified Public Accountant exam and Certified Management Accountant exam.      
Becker, which is headquartered in Los Angeles, offers CPA classes at            
approximately 190 locations in the United States and international              
locations. The CMA exam preparation course, which is offered at selected        
sites in the United States, was developed for the many accountants who have     
moved to the corporate management and strategic planning side of business.      
To reach students for whom class attendance is not practical because of         
location or schedule, Becker offers the complete CPA course conveniently        
packaged on CD-ROM with the same supplementary printed materials as would       
be received in a classroom.                                                     

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Becker's proprietary course materials and teaching methods result in pass       
rates on the CPA exam for Becker students which the Company believes are        
substantially higher than the national average pass rate, producing more        
than one-third of all students passing the CPA exam.  Approximately 20,000      
students either attend Becker review courses at its U.S. and international      
locations or study for the CPA exam using the CD-ROM materials.  Becker CPA     
Review alumni now number over 200,000 since the course was founded in 1957.     

Competition                                                                     
The postsecondary education market is highly fragmented and competitive         
with no single institution having a significant market share.  There are        
more than 10,000 institutions in the United States that offer postsecondary     
education.  The Company believes that it is one of the largest private,         
degree-granting, regionally accredited, higher education school systems in      
North America.  The DeVry Institutes compete with traditional publicly          
supported and independent two-year and four-year colleges, other for-profit     
schools and alternatives to higher education, such as employment and            
military service.  Also, an increasing number of corporations, including        
Apple, AT&T and Intel, now offer accredited college courses that may be         
applied toward degrees.                                                         

Publicly supported colleges may offer programs similar to those of the          
DeVry Institutes at a lower tuition level due to government subsidies,          
government and foundation grants, tax-deductible contributions and other        
financial sources not available to for-profit schools.  Tuition at              
independent not-for-profit institutions is, on average, higher than the         
tuition at the DeVry Institutes.  Other for-profit schools offer programs       
that compete, to a limited extent, with those of the DeVry Institutes.          
According to Company surveys of prospective students, the most common           
alternative to attending a DeVry Institute is attending a four-year             
college.                                                                        

The DeVry Institutes believe their competitive strengths include career-        
oriented curricula developed with regular structured employer input which       
helps ensure that graduates will be marketable to employers; faculty with       
related industry experience; the demonstrated effectiveness of their career     

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services activities in obtaining education-related employment; their            
national brand name; name recognition and market presence through national      
advertising and student recruitment; the accreditations granted to the          
DeVry Institutes; authorization by various states to grant degrees; modern      
facilities; well-equipped laboratories; evening and weekend class schedules     
and a trimester schedule that allows attendance year-round, thereby             
permitting earlier graduation.  Only a limited number of traditional            
colleges offer a bachelor's degree program which can be completed in three      
years.  This results in a significant financial advantage to DeVry students     
who are able to enter the work force one year earlier than if they had          
attended a traditional four year institution.                                   

Keller Graduate School competes with numerous other MBA programs offered in     
all markets in which it has operations.  Competition with Keller's MHRM,        
MISM and MAFM programs varies by the market area in which it is offered but     
is generally more moderate than competition for the MBA program.  Fewer         
schools in the country offer a master's degree in project management or         
telecommunications management, but increasing interest in these fields is       
beginning to attract similar offerings.                                         

Keller differentiates itself in the marketplace by stressing a practitioner     
approach to education, excellence in teaching by a faculty of practicing        
professionals and a high level of service to the adult student.  To help        
improve student performance, satisfaction and retention, Keller introduced      
an innovative teaching technique called System Supported Teaching and           
Learning (SSTL)TM.  This instructional process focuses on providing             
students and their instructors with more frequent feedback and correctives      
using quizzes and retests.  The process is outcomes driven and is being         
applied to problem-based core courses in which student learning can be most     
significantly improved.                                                         

Keller offers five 10-week terms each year.  Classroom based courses meet       
once a week, either in the evening or on Saturday.  This schedule allows        
students with heavy travel or other demands on their time to fit courses        
into their schedules.  In addition, in most markets Keller is able to offer     
greater flexibility in course scheduling, a greater choice of elective          

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courses and a more convenient location than its competitors.  Keller also       
offers an accelerated format of its MBA program on Saturdays at some            
locations for students who wish to complete their degree more quickly and       
without disrupting their work week.  As the market for adult education          
programs has expanded in recent years, other schools have implemented           
multi-location evening and weekend programs.  However, enrollments at           
Keller continue to increase, demonstrating the recognition it has earned as     
an innovator in providing quality practical education.                          

With educational centers in an expanding number of states and multiple          
locations within most of these states Keller offers distributed access          
points throughout the country to adults who may be transferred from one         
part of the country to another by their employer or who capitalize upon         
personal career opportunities in other locations.  Additionally, with the       
expansion of its distance delivery offerings, Keller can now expand its         
availability to all qualified students without regard to their location or      
daily schedule.                                                                 

Becker competes with CPA exam preparation through self-study; with firm-        
sponsored courses; with courses offered by colleges and universities; and       
with other private training companies.  According to a recently issued          
report by the National Association of State Boards of Accountancy, two-thirds   
of first-time CPA candidates participated in a review course in the             
six months prior to taking the 1996 exams.  Taking a privately offered          
course was cited by 89% of these first-time candidates, with college and        
firm-sponsored courses representing the remainder in approximately equal        
amounts.  Courses offered by colleges and private competitors generally         
have a lower total course cost to help attract students.  Becker                
differentiates itself from its competitors by providing more classroom          
hours of instruction, extensive and constantly updated review and practice      
test materials and experienced, qualified instructors for each area of          
specialty included in the exam.  Becker CPA courses undergo regular review      
and revision to stay current with the latest accounting practice.  The high     
success rate of students who take the Becker review course and the numbers      
of students enrolling after taking other review courses but not passing the     

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CPA exam are testimony to the quality and value of the Becker methodology.      
CPA candidates can take the Becker review course content and methodology in     
conjunction with their Keller Graduate School MBA or MAFM programs in most      
states in which Keller offers classes, earning full graduate academic           
credit. These credits can also be used to fulfill educational requirements      
to sit for the CPA exam.  This provides both Becker and Keller with an          
important competitive advantage.  Efforts are underway to extend the            
granting of credit to the remaining states in which Keller operates.  To        
further extend the marketing and operational benefits of joint operation,       
Becker offers classes at more than 15 Keller locations.  Becker classes are     
also offered on five DeVry Institute campuses.                                  

In June 1998, Becker acquired the assets of Gross-Monette CPA Review            
Course, the largest CPA review course company in the Philadelphia area.         
The acquisition expands the Becker presence in this important East coast        
market.  Further acquisitions could occur in selected important local           
markets.                                                                        

Student Recruiting                                                              
Students at the DeVry Institutes are recruited by admissions                    
representatives at on-campus admissions offices and by field student            
recruiters.  Field student recruiters are an important nationwide element       
of the recruiting process because a significant portion of the DeVry            
Institutes' students come from outside the immediate area in which the          
DeVry Institute campus they attend is located.  The percentage of               
enrollment coming from these two recruiting sources varies campus by            
campus, but is predicated largely on each school's location.  Overall,          
admissions representatives currently generate over two-thirds of the DeVry      
Institutes' total enrollments.  The DeVry Institutes employ over 400            
admissions representatives and field recruiters throughout the United           
States and Canada.  In order to recruit students in certain states and          
Canadian provinces, representatives and recruiters must be licensed or          
authorized by the appropriate regulatory agency.  Regulations governing         
student participation in U.S. federal financial assistance programs             
prohibit an institution from paying a commission, bonus or incentive to the     

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Company's representatives and recruiters based upon their success in            
securing enrollments.  The Company believes that its method of                  
representative and recruiter compensation complies with the regulations.        

The admissions representatives are salaried, full-time Company employees.       
They are located at each DeVry campus and work with potential applicants        
who respond to the Company's advertising or otherwise learn of the school.      
Admissions representatives generally work with older students, many of them     
working adults wanting to attend class in the evening or on weekends,           
recently unemployed adults seeking to improve their job skills as a way to      
re-enter the workforce and students transferring to DeVry from nearby           
junior colleges.  Each of the DeVry Institutes has entered into                 
articulation agreements with nearby community colleges to facilitate the        
enrollment of their students seeking to transfer course credits into a          
DeVry program.  Over 20% of new students recently enrolled at the DeVry         
Institutes had some prior college experience.                                   

Field student recruiters are salaried, full-time Company employees.  Field      
recruiters meet individually with prospective students who are contacted        
primarily through high school, club and youth group presentations.  These       
student recruiters visited over 11,000 high schools in North America last       
year and made presentations on career choices and the importance of a           
college education.  Field recruiters also receive student inquiries             
generated by direct mail and television advertising in the particular           
recruiter's territory.  Follow-up interview sessions with prospective           
students are generally held in the student's home with the student and his      
or her parents.  The downsizing of the U.S. military and base closings also     
present recruiting opportunities. Veterans with military-specific technical     
training are attracted to DeVry's practical career-oriented education, and      
DeVry's locations across the U.S. are often near the home area to which the     
veteran will relocate.  Numerous new students with V.A. benefits have           
enrolled at the DeVry Institutes.                                               

In support of its recruiting force, the DeVry Institutes advertise on           
television and radio, in magazines and newspapers, and utilize                  
telemarketing and direct mail to reach prospective students.  Prospective       

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students are also frequently referred by their employers, alumni or             
currently enrolled students.  In addition to the more traditional               
recruiting methods, DeVry's Internet site provides another avenue for           
students to receive information and apply for information about admission.      

To be admitted to a DeVry Institute program in the United States, an            
applicant must be a high school graduate, have a General Education              
Development (GED) certificate or hold a degree from an accredited               
postsecondary institution.  In Canada, an applicant must either meet the        
same criteria as in the U.S. or meet "mature student" criteria.  Applicants     
must also meet minimum admissions and placement examination scores which        
vary depending on the program to which they are applying.  In 1996, the         
DeVry Institutes implemented the Computerized Placement Tests (CPT) which       
were designed in collaboration with The College Board and Educational           
Testing Service.  These exams help DeVry Institutes serve the needs of its      
students by better assessing students' achievement levels and developmental     
needs during the admission process.  Since its introduction, minimum            
admission and placement scores on the CPT have been raised several times in     
an effort to better identify those students most likely to successfully         
complete their educational program.  Submission of ACT or SAT examination       
scores deemed appropriate for the desired program or the submission of          
acceptable grades in qualifying college-level work completed at an approved     
postsecondary institution can also be used to meet DeVry Institute              
admission requirements.                                                         

Keller Graduate School recruits students through direct mail, radio             
advertising, telemarketing, print advertising and referrals from employers,     
alumni or current students.  Keller employs on-campus admissions                
representatives at each teaching center who meet with, counsel and evaluate     
admission qualifications of prospective students.  To be admitted to a          
Keller program, applicants must hold a baccalaureate degree from a U.S.         
institution that is accredited by or in candidacy status with a regional        
accrediting agency.  Foreign applicants must hold a degree recognized to be     
equivalent to a U.S. bachelors' degree.  Applicants must also achieve           
acceptable scores on either the Graduate Management Admission Test (GMAT),      
the Graduate Record Examination (GRE) or Keller's alternative admission         

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test, designed and validated by Educational Testing Service.  All               
admissions decisions are based on evaluation of a candidate's academic          
credentials, entrance test scores and personal interview.                       

Becker markets its courses directly to potential students and to some of        
their employers, e.g. the large national and regional accounting firms.         
Alumni referrals, direct mail, print advertising and a network of on-campus     
recruiters at colleges and universities across the country generate the new     
students who take the CPA or CMA review courses, which are offered twice        
each year.  Becker enrolls many students who have previously completed a        
competitor's course or a self-study program but were unable to pass the         
exam.                                                                           

According to data published by the National Association of State Boards of      
Accountancy, the number of first time CPA examination takers has declined       
during each of the past several years.  Several states have either adopted      
or introduced legislation that requires 150 semester units (the equivalent      
of five years of college) before a candidate can sit for the CPA exam.  If      
the 150 semester unit legislation is broadly implemented, it might have the     
effect of further reducing candidates for the CPA exam.  Additionally, some     
states have passed or may pass laws requiring completion of all educational     
requirements before a candidate can take the CPA exam.  This has the effect     
of delaying, for six months or more, enrollment in Becker's review class by     
some students in those states.  To overcome these recruiting challenges,        
Becker has expanded the number of class locations to make it accessible to      
more students, has increased advertising and promotional efforts and, as        
previously described, has introduced the course on CD-ROM.                      

Accreditation and Approvals                                                     
Accreditation is a process for recognizing educational institutions and the     
programs offered by those institutions for achieving a level of quality         
that entitles them to the confidence of the educational community and the       
public they serve.  In the United States, this recognition is extended          
primarily through nongovernmental, voluntary, regional or specialized           
accrediting associations.  Accredited institutions are subject to periodic      

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review by accrediting bodies to ensure that these institutions maintain the     
level of performance, evidence institutional and program improvement,           
demonstrate integrity and fulfill requirements established by the               
accrediting body.                                                               

Although regional accreditation in the United States is a voluntary process     
designed to promote educational quality and improvement, it is an important     
strength of the DeVry Institutes and Keller Graduate School, providing          
significant advantages over most other for-profit colleges.  College and        
university administrators depend on the accredited status of an institution     
in evaluating transfers of credit and applications to graduate schools.         
Employers rely on the accredited status of an institution when evaluating a     
candidate's credentials, and parents and high school counselors look to         
accreditation for assurance that an institution meets quality educational       
standards.  Moreover, accreditation is necessary for students to qualify        
for eligibility for federal financial assistance.  Also, most scholarship       
commissions restrict their awards to students attending accredited              
institutions.                                                                   

DeVry Institutes and Keller Graduate School are each accredited by the          
Commission on Institutions of Higher Education of the North Central             
Association of Colleges and Schools, one of the six regional collegiate         
accrediting agencies recognized by the U.S. Department of Education.  The       
North Central Association is the same accrediting agency that accredits         
other four-year publicly supported and independent colleges and                 
universities in the North Central region.  The DeVry Institutes and Keller      
accreditations were last reaffirmed by the North Central Commission in 1992     
for the maximum ten year period.  A scheduled interim progress monitoring       
visit was conducted at the DeVry Institutes in May, 1997, with a                
recommendation for an analysis by the DeVry Institutes, due in April 1999,      
on the expansion status of its library collections.  The next comprehensive     
visit remains at its originally scheduled 2002 date.                            

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Accreditations of the DeVry Institutes and Keller in the United States and      
of the DeVry Institutes in Canada are as follows:                               

UNITED STATES                                   CANADA          

Commission on Institutions of              Ontario Association of Certified     
Higher Education of the North              Engineering Technicians and          
Central Association of Colleges and        Technologists (DeVry/Toronto area    
Schools.                                   campuses' Electronics Engineering    
                                Technology and Electronics
                                      Engineering Technician programs)
The baccalaureate electronics                                                   
engineering technology (EET)               Canadian Technology Accrediting      
programs at all DeVry U.S.                 Board (DeVry/Calgary's Electronics   
campuses, except Fremont and               Engineering Technology and           
Alpharetta, and the Electronics            Electronics Engineering Technician   
Technology program at DeVry/New            programs)                            
York, are separately accredited by                                              
the Technology Accreditation                                                    
Commission of the Accreditation                                                 
Board of Engineering and Technology                                             
(TAC/ABET).  The associate-level                                                
EET program at DeVry's New Jersey                                               
campus is also TAC/ABET accredited.                                             
The Fremont, Alpharetta and New                                                 
York DeVry Institutes will apply                                                
for TAC/ABET accreditation once                                                 
their first classes have graduated.                                             

In the United States, each DeVry Institute is approved to grant associate       
and bachelor's degrees by the respective state where it is located.  In New     
Jersey, however, authorization is only at the associate degree level for        
three programs - electronics engineering technology, computer information       
systems and telecommunications management.  Students at the DeVry               
Institute, North Brunswick, are encouraged, upon completion of their            
associate's degree, to transfer to other DeVry Institutes to complete           
bachelor's degree requirements.                                                 

Under current Canadian law, the Canadian DeVry Institutes are not permitted     
to grant degrees.  However, students at the Canadian Institutes are allowed     
to transfer to DeVry Institutes in the U.S. to complete their degree            
requirements.  In 1995, the Alberta Department of Advanced Education, the       
State of Arizona and the Commission on Institutions of Higher Education of      
the North Central Association of Colleges and Schools approved the DeVry        

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Institute in Phoenix to offer its bachelor of science degree-completion         
program on the Calgary campus.  This allows students attending classes at       
the Calgary campus to complete their degree studies without relocating to a     
campus in the United States.  Students attending one of the Toronto-area        
campuses may transfer to Calgary to participate in this program rather than     
transferring to a DeVry campus in the United States.                            

Keller Graduate School is authorized to operate and award degrees under         
authority of the Illinois Board of Higher Education and the appropriate         
approval boards in the other states in which it has operations.                 

State and Provincial Approval and Licensing                                     
Authorizations from state or provincial licensing agencies or ministries        
are required to recruit students, operate the Company's schools and grant       
degrees.  Many states and provinces require for-profit postsecondary            
education institutions to post surety bonds for licensure.  The Company has     
posted over $5 million of surety bonds with state and local regulatory          
authorities in the U.S. and approximately $1 million (CDN) of surety bonds      
with regulatory agencies in Canada and believes it is currently in material     
compliance with state and Canadian provincial regulations.  Certain states      
have set standards of financial responsibility beyond those prescribed by       
federal regulation.  For example, fiscal tests adopted by the California        
legislature (as discussed more fully below) and similar regulations adopted     
or proposed by other state regulators may place the Company in future non-      
compliance under certain state regulations.  If the Company were unable to      
meet these tests and could not otherwise demonstrate that it was                
financially responsible, it could be required to cease operations in that       
state.  To date, the Company has successfully demonstrated its financial        
responsibility where required.                                                  

In January 1991, the state of the California adopted legislation that           
requires private, postsecondary education institutions to meet certain          
fiscal tests in order to continue operating in the state.  These fiscal         
tests include three requirements: not having an operating loss in each of       
an institution's two most recent fiscal years; having positive net worth in     
its latest fiscal year; and maintaining a ratio of current assets to            

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current liabilities of 1.25:1 or greater.  The Company has consistently         
achieved two of the required fiscal tests but has not maintained the ratio      
of current assets to liabilities of 1.25:1 which the Company believes is an     
inefficient use of its assets.  At June 30, 1998, the Company had a ratio       
of current assets to current liabilities of 1.06:1.  However, California        
law stipulates that when another government agency requires an institution      
to file annual financial audits prepared by a certified public accountant,      
that agency's current ratio standard may apply in lieu of the California        
ratio if the ratio of current assets to current liabilities under that          
standard is 1 to 1 or greater.  The California legislation also permits         
discretion under this statute to allow an educational institution to            
continue operating, even if it does not satisfy the financial tests, if the     
institution can demonstrate that it has maintained sufficient financial         
resources to sustain all of its promised educational services.  At June 30,     
1998, the Company believes that it has satisfactorily demonstrated its          
financial strength and ability to continue to operate.                          

California law further requires an on-site visit to all postsecondary           
institutions having accreditation from a regional accrediting association       
other than the Western Association of Colleges and Schools.  The California     
Council for Private Postsecondary and Vocational Education conducted a          
visit of the California campuses in August, 1996, and issued its report         
granting approval for continued degree-granting operation for the maximum       
five-year period.  The California Council was discontinued last year, and a     
new Bureau for Private Postsecondary and Vocational Education established       
under the Department of Consumer Affairs was designated as the appropriate      
regulatory agency.                                                              

Tuition and Fees                                                                
Effective with the spring 1998 term, the DeVry Institutes' tuition in the       
United States for two semesters (one academic year) ranged from $7,280 to       
$7,355.  Variations in tuition depend on term of enrollment.  The Fremont,      
California and Long Island City, New York, Institutes, both of which begin      
operation in fiscal 1999, charge tuition ranging from $8,280 to $8,355.         
Students enrolled on less than a full time basis are charged somewhat lower     

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tuition.  DeVry's tuition rates are substantially below the average tuition     
at four-year independent institutions but substantially higher than the         
average at four-year publicly supported institutions.  DeVry's increase in      
tuition from spring 1997 was approximately 4.9%.  This increase                 
approximates the rate of increase at many other postsecondary education         
institutions.  Based upon current tuition rates, for a student enrolled in      
the DeVry Institute's 5 term electronics technician program, total tuition      
cost would be $18,300.  For a student enrolled in the 9 term computer           
information systems program, total tuition cost based upon current rates        
would be $32,860.                                                               

Effective with the spring 1998 term, tuition in Canada ranged from $6,690       
to $6,765 (CDN) for the two semester period, an increase of approximately       
4.9% from spring 1997.                                                          

Effective with the September, 1998, term, Keller Graduate School tuition        
per course (four quarter credit hours) ranges from $1,010 to $1,235,            
depending on the state in which the student is enrolled.  This compares to      
tuition rates from $955 to $1,170 implemented in September, 1997.  The          
price for courses taken by distance education is $1,350.                        

The price of the complete live Becker CPA review course is $1,495, which        
includes an enrollment fee.  The price of the complete Becker CMA review        
course in $1,160, which also includes an enrollment fee.  The complete CPA      
review course on CD-ROM is priced at $1,195.                                    

In addition to the tuition amounts described above, students at the DeVry       
Institutes and Keller must purchase textbooks and supplies as part of their     
educational program.                                                            

If a student leaves school prior to completing a term, federal, state and       
Canadian provincial regulations and accreditation criteria permit the           
Company to retain only a set percentage of the total tuition received from      
such student, which varies with, but generally equals or exceeds, the           

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percentage of the term completed by such student.  Amounts received by the      
Company in excess of such set percentages of tuition are refunded to the        
student or the appropriate funding source.                                      

Financial Aid and Financing Student Education                                   
Students attending the DeVry Institutes finance their education through a       
combination of family contributions, individual resources (including            
earnings from full- or part-time employment), financial aid (including          
Company-provided financial aid) and tuition reimbursement from their            
employers.                                                                      

The Company believes that approximately 75% of the U.S. DeVry Institutes'       
students receive some government-sponsored financial aid and that a similar     
percentage of the students attending the Canadian DeVry Institutes receive      
some government-sponsored financial assistance.  A 1996 National                
Postsecondary Student Aid Study found that approximately 80% of full-time       
students attending private four-year institutions received some form of         
financial aid.                                                                  

The Company believes that between 10% and 20% of Keller Graduate School         
students have received government-sponsored financial aid.  In addition,        
approximately 80% of Keller students receive some tuition reimbursement         
from their employers.  Students attending the Becker CPA or CMA review          
courses are not eligible for financial aid, but many of them receive part       
or full tuition reimbursement from their employers.                             

The DeVry Institutes assist their undergraduate students in locating part-      
time employment.  Data from the National Center for Education Statistics        
indicates that almost half of all full-time college students between the        
ages of 16 and 24 are employed.  The Company believes that a substantially      
greater percentage of its full-time students are employed to help finance       
their costs of education.  On the basis of a financial aid application          
completed by the student and the student's family, the DeVry Institutes         
develop an assistance package for students who require financial aid.           
Government-sponsored financial aid is of great importance to the Company        

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because historically, slightly less than 70% of the DeVry Institutes' U.S.      
tuition, book and fee revenues have been financed by government-provided        
financial aid received by its students.                                         

The government-provided financial aid and assistance programs in which many     
of the Company's students participate are subject to political and              
governmental budgetary considerations.  In 1992, Congress reauthorized          
funding for financial assistance programs through September, 1997, with         
provision for extensions, if needed.  Congress has begun the process of         
reauthorization but there is no assurance that federal funding will be          
continued at its present level or in its present form.  A reduction in          
funding levels to financial aid programs could result in lower enrollments      
or an increased amount of Company-provided financial aid to its students.       

The 1997 Tax Relief Act provides several education incentives.  First,          
employer-provided undergraduate educational assistance of up to $5,250 per      
year will remain excluded from taxable income for several additional years.     
Second, a HOPE tax credit of up to $1,500 for each student has been             
provided for expenses paid after 1997 during each of the first two years of     
college.  For college juniors, seniors, graduate students and employees         
upgrading skills, a Lifetime Learning credit of up to $1,000 per year has       
been provided for expenses paid after June 30, 1998.  Also, student loan        
interest expense during the first 60 months of payments, in amounts ranging     
from $1,000 in 1998 to $2,500 in 2001, will be allowed as a deduction from      
taxable income.                                                                 

Extensive and complex regulations in the United States and Canada govern        
all of the government grant, loan and work programs in which the Company        
and its students participate.  Regulations and standards that an                
institution must satisfy in order for its students to participate in            
federal financial assistance programs include, among others, maximum            
student loan default rates; limits on the proportion of an institution's        
revenue that can be derived from federal aid programs; prohibition of           
certain types of incentive payments to student recruiters; and financial        
responsibility and administrative capability requirements.                      

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At June 30, 1997, the Company achieved an operating profit, positive net        
worth, a "quick ratio" (cash plus accounts receivable to all current            
liabilities) of more than 1:1 and maintained the required cash reserve for      
the payment of refunds.  This fully satisfied the standards of financial        
responsibility established by the U.S. Department of Education for              
participation in federal financial assistance programs for that year.  For      
1998, the Department of Education introduced a new standard of financial        
responsibility test.  The standard is based upon a composite score of three     
ratios which are designed to measure various aspects of an educational          
institutions financial stability.  The Company believes that, based upon        
its computations, for fiscal year 1998 it has demonstrated the highest          
level of financial stability.  Failure to achieve these financial               
responsibility standards or otherwise demonstrate, within the regulations,      
its ability to continue to provide the educational services it offers could     
result in the Company being required to post a surety bond to permit its        
students to continue to participate in federal financial assistance             
programs.  In addition to the regulations and standards which must be met       
by the institution, student recipients of financial aid must maintain           
satisfactory progress toward completion of their program of study and an        
appropriate grade point average.                                                

Institutions that participate in Title IV financial aid programs must           
disclose information upon request about student completion rates to current     
and prospective students.  The federal Student-Right-To-Know Act defines        
the cohort of students on which the institution must report as "first-time,     
full-time degree-seeking" students.  Completion rates, as defined by the        
Act, at each of the U.S. DeVry Institutes generally fall within the range       
of completion rates, as published by U.S. News and World Report, 1998           
America's Best Colleges, for selected urban public colleges in the areas in     
which the DeVry Institute operates.  DeVry also admits many students who        
previously attended another college and whose completion rates are not          
included in these statistics.  Completion rates for the 20% or more of          
students entering DeVry with previous college experience are generally          
higher than for first-time students.                                            

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The Company maintains a staff at its Oakbrook Terrace headquarters to           
review, interpret and establish procedures for compliance with regulations      
governing financial assistance programs.  Because financial assistance          
programs are required to be administered in accordance with the standard of     
care and diligence of a fiduciary, any regulatory violation could be the        
basis for disciplinary action, including the initiation of a suspension,        
limitation or termination proceeding against the Company.  Changes in or        
new interpretations of applicable laws, rules or regulations could have an      
adverse effect on the Company in the future.                                    

In the United States, the Company has completed and submitted all required      
audits of compliance with federal financial assistance programs and its         
independent accountants are currently conducting the required audits of the     
one year period ending June 30, 1998.  The Department of Education              
conducted a site visit, in August, 1996, at the DeVry Institutes' North         
Brunswick, New Jersey, campus as a part of its program of periodic review       
of the administration of student financial assistance programs.  The visit      
was satisfactorily concluded without further follow-up or action.  Although     
the Company has no reason to believe that any proceeding against the            
Company is presently contemplated, if such a proceeding were initiated          
against the Company and resulted in a substantial curtailment of the            
Company's participation in government grant or loan programs, the Company       
could be adversely affected.                                                    

In Canada, the DeVry Institutes' Toronto-area campuses were notified at the     
end of August, 1995, that the Ontario Ministry of Education and Training        
had temporarily suspended the processing of new financial aid applications      
from DeVry students pending review of inaccuracies found in applications        
filed by some students.  The Ministry believed that some of DeVry's             
Toronto-area students applied for and collected what might be excessive         
government-sponsored financial aid by inappropriately reporting that they       
had "zero income."  A Ministry audit of these applications, with DeVry's        
full cooperation, began in September, 1995, and was subsequently completed,     
although no final report has been issued to-date.  In order to restore          
financial aid eligibility, the Company refunded to the Ministry                 

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approximately CDN $1.6 million for the 1995/96 academic year which the          
Company believes is substantially all of the financial aid previously           
inappropriately disbursed to such "zero income" students for this time          
period.  In addition, the Company posted a letter of credit at the              
Ministry's request against possible additional amounts that may have been       
inappropriately disbursed as determined by the Ministry audit.  Effective       
with the spring 1996 term, which began in March, 1996, the Ministry             
conditionally reinstated approval for the processing of financial aid           
applications.  As a result of these actions, the results of operations of       
the Company's Canadian operations were adversely affected.  Full                
unconditional reinstatement is pending, subject to the Ministry's               
completion of its review and issuance of a final report.                        

The following is a description of the U.S. and Canadian financial aid           
programs in which the Company's students participate:                           

United States Government Financial Aid Programs  The following U.S.             
Department of Education financial aid programs under Title IV of the Higher     
Education Act are utilized by the Company's students in the United States:      
(1) Federal Pell Grant ("Pell"), (2) Federal Supplemental Educational           
Opportunity Grant ("SEOG"), (3) Federal Family Education Loan Program           
("FFELP"), (4) Federal Perkins Direct Student Loan program ("Perkins"), (5)     
Federal Work Study ("FWS") and (6) William D. Ford Federal Direct Student       
Loan Program ("FDSL").                                                          

Grants  These funds, made available by the government to eligible     
  students  who demonstrate financial need, do not have to be repaid.  The
   Company's students are eligible to participate in the Pell and SEOG Grant
programs, which are programs for undergraduate students.  Eligible    
 students receive a Pell grant ranging in amount from $400 to $3,000 per
year.  SEOG is a supplement to the Pell grant, available to only the  
neediest students because SEOG funds are limited in amount at each    
institution based upon a federally determined formula.  In addition to
these federal assistance funds, DeVry is required to make a 25%       
institutional matching contribution of all federal SEOG funds. The    

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institutional matching contribution may be satisfied, in whole or in  
   part, by the DeVry Institutes' scholarship funds, discussed separately in
this section, or by externally provided scholarship grants.           

 Loans  Students at the DeVry Institutes participate in the Stafford and
   PLUS programs within the FFELP and in the Perkins loan program.  Stafford
 loans may include an interest subsidy depending upon the financial need
   of the student, and loan repayment is scheduled to begin six months after
a student no longer attends school on at least a half-time basis.     
Historically, over 80% of the financial aid received by students      
attending the Company's U.S. DeVry Institutes has been provided by    
federal student loans. Students at Keller Graduate School currently   
participate in the FDSL and FFELP, which represent 100% of the federal
financial aid received by these students.                             

In 1993, Congress passed legislation creating the Direct Student Loan 
  Program.  Under this program, students may complete all loan application
and processing steps at their educational institution.  Besides the   
 benefit of one-stop processing, which can be done at the institution in
  conjunction with the application for aid under other programs, this loan
 program offers other benefits to student borrowers such as income-based
repayments, lower loan fees and lower loan interest rates.  For the   
1994-95 school year, the DeVry DuPage Institute was one of only 104   
   institutions in the nation chosen by the Department of Education to pilot
the implementation.  Subsequently, several additional DeVry Institutes
and Keller Graduate School were chosen to begin participation in the  
   program.  The U.S. Congress has considered various proposals to eliminate
 this program or to cap loans made under this program at some percentage
of all federal student loans until there is more experience with its  
success and realized cost savings.  Federal student loans remain      
 available to the Company's eligible students under the Stafford program
should direct student loan availability be curtailed.                 

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   Work Study  Work Study wages are 75% paid from federal funds and 25% from
qualified employer funds.  Work opportunities, both on or off-campus, 
 under FWS are offered on a part-time basis by the U.S. DeVry Institutes
to undergraduate students who demonstrate financial need.             

State Financial Aid Programs In addition to the various federal loan and        
grant programs, state grant assistance may be received by eligible students     
attending DeVry Institutes in Arizona, California, Georgia, Illinois, Ohio      
and New Jersey.                                                                 

Canadian Government Financial Aid Programs  Canadian students, other than       
students from Quebec, are eligible for loans under the Canada Student Loan      
Plan, which is financed by the Canadian government but administered at the      
provincial level.  Canadian Student Loans are available to students who are     
Canadian citizens or a permanent resident of Canada enrolled at approved        
postsecondary institutions.  Students from Quebec are eligible for loans        
under the Quebec Student Loan Plan.  The loans are interest-free while the      
student is in school, and repayment begins six months after the student         
leaves school.  All other forms of government financial aid in Canada, both     
loans and grants, are financed and administered by the provinces.               

Postsecondary institutions whose students participate in the Ontario            
Student Loan program are now required to make available to prospective          
students information about graduation rates and student loan default rates.     
In addition, postsecondary institutions whose student default rates exceed      
certain thresholds will be required to provide the Ontario Ministry of          
Education and Training with a security deposit for loan default losses that     
might exceed the regulatory threshold.  The Company's Toronto-area campuses     
have posted the required surety bond and promissory note and believe that       
full compliance with these regulations will not have a material effect on       
their operations.                                                               

"85/15 Rule"  This U.S. Department of Education regulation affects only         
for-profit postsecondary institutions, such as the Company.  Under this         
regulation, students attending a for-profit institution that derives more       
than 85% of its revenues from federal financial assistance programs in any      

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year will not be able to participate in these programs for the following        
year.  This regulation is commonly referred to as the "85/15 rule."  Final      
data for fiscal 1998 is not yet complete but, in 1997 the U.S. Institutes       
derived approximately 68% of their revenues from these programs and no          
institute within the DeVry system derived more than 80% of its revenues         
from these programs.  Similarly, in 1996, the U.S. Institutes derived           
approximately 68% of their revenues from these defined federal assistance       
programs.  Keller Graduate School derived approximately 20% of its 1997         
revenues from these defined aid programs.  Each of the DeVry Institutes         
(except for the Long Beach, California, Institute, which currently operates     
as an additional location of the Pomona, California, Institute and the          
Fremont, California, Institute which currently operates as an additional        
location of the Phoenix, Arizona, Institute) and Keller is established as a     
separate institution under the Higher Education Act ("HEA") provisions and      
must separately meet the criteria for the "85/15 rule" and for loan default     
rates.                                                                          

Company-Provided Financial Assistance  The Company's EDUCARD Plan is            
available to students attending the U.S. DeVry Institutes.  The EDUCARD         
Plan is an installment loan program designed to assist students unable to       
completely cover educational costs with student and family contributions,       
federal and state grants and loans.  The installment loan feature of the        
EDUCARD Plan is available to a student only after other student financial       
assistance has been applied toward the payment of tuition, books and fees       
and is available only for those purposes.  Repayment of EDUCARD Plan            
balances is worked out in accordance with the financial circumstances of        
the particular student, but is typically on a monthly basis with all            
balances required to be paid within 12 months following a student's             
graduation or termination of study.  The receivable balance related to          
Company-provided financial aid at the U.S. DeVry Institutes at June 30,         
1998, was approximately $10.9 million.  Continued timeliness in financial       
aid processing and in the collection of student-owed balances has reduced       
the level of these receivables from last year even as enrollment and            
tuition revenue increased.  Amounts owed by students under the EDUCARD Plan     
are subject to a monthly interest charge of 1% of the average outstanding       

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balance.  In Canada, to assist students who are unable to pay their tuition     
in full at the start of each term, students are allowed to participate in a     
multi-payment plan over the length of each semester.                            

In addition to the student financial assistance provided by the EDUCARD         
Plan, the U.S. and Canadian DeVry Institutes offered a Dean's Scholarship       
national competition and a Presidential Scholarship campus competition to       
1997/98 high school graduates.  The Dean's scholarships are renewable           
partial scholarship awards to high school seniors who apply to DeVry and        
submit qualifying ACT/SAT scores.  Presidential Scholarships, which cover       
full tuition for any of DeVry's full-time degree programs, are limited to       
two per campus.  Similar scholarship offers have been made to high school       
graduates in previous years and are expected to be offered in the future.       
To attract students who attend community or junior colleges, the U.S. DeVry     
Institutes offer half-tuition scholarships, valued in total at more than        
$500,000, to recent graduates from an accredited community/junior college.      
The DeVry Institutes have also provided funds in the form of institutional      
grants which help students most in need of financial assistance.                

Student Loan Defaults                                                           
The Company believes that historically, federal student loans represented       
more than 80% of the federal aid received by students at the U.S. DeVry         
Institutes and 100% of the federal aid received by students at Keller           
Graduate School.  For a variety of reasons, high student loan default rates     
on federal student loans are most often found in proprietary institutions,      
institutions having large minority populations and community colleges, all      
of which tend to have a higher percentage of low income students enrolled       
than do four-year publicly supported and independent colleges and               
universities.  In 1989, the U.S. Department of Education instituted strict      
regulations that penalize educational institutions whose students have high     
loan default rates.  These regulations were further tightened by the 1992       
Higher Education Reauthorization Act.  Any individual institution with a        
FFELP or FDSL cohort default rate exceeding 20% for the year is required to     
develop a default management plan in order to reduce defaults, although the     
institution's operations and its students' ability to utilize student loans     
are not restricted.  Any individual institution with a FFELP or FDSL cohort     

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default rate of 25% or more for three consecutive years is ineligible for       
participation in these loan programs and cannot offer student loans             
administered by the U.S. Department of Education for the fiscal year in         
which the ineligibility determination is made and for the two succeeding        
fiscal years.  In addition, students attending an institution whose cohort      
default rate has exceeded 25% for three consecutive years will be               
ineligible for Pell grants.  Any institution with a FFELP or FDSL cohort        
default rate of 40% or more in any year is subject to immediate limitation,     
suspension or termination proceedings from all federal aid programs.  No        
DeVry Institute has ever had a FFELP cohort default rate of 25% or more for     
three consecutive years nor a cohort default rate of 40% or more in any one     
year.  Due to the recent introduction of the FDSL program, no default rates     
for this program have yet been reported.                                        

The Company carefully monitors its students' loan default rate.  To help        
reduce student loan default rates, the Department of Education requires         
that all educational institutions wait 30 days before disbursing funds to       
first-time, first-year undergraduates to prevent potential early-term           
dropouts from defaulting on their loans.  Students who leave school in the      
early part of their educational program typically default on their loans at     
a higher rate than those students who remain and complete the course.           
Another significant factor in controlling student loan default rates is the     
servicing and collection efforts by lenders and guaranty agencies.  The         
Company assists the efforts of these lenders and agencies by contacting its     
students who are delinquent in their loan repayments and advising them of       
their responsibilities and rights to deferments or collection forbearance       
if they are eligible.                                                           

According to preliminary, pre-published reports by the U.S. Department of       
Education, the Company's schools had FFELP student loan cohort default          
rates for 1996 (the latest year for which statistics are available) ranging     
from 3.5% to 23.1%.  The Company's weighted average FFELP cohort default        
rate is preliminarily reported at approximately 17.0%.  The reported rates      
for 1996 reflect the proportion of former students who were due to begin        
repaying their loans during that year but who were in default by the end of     
1997.  Cohort default rates are subject to revision by the Department of        

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Education as new data becomes available and are subject to appeal by            
schools contesting the accuracy of the data.  Upon review of the                
calculations of these rates for each Institute, the Company has discovered      
some errors and exceptions and has submitted appeals for revision where         
appropriate.  For 1995 (the latest year for which "final" statistics are        
available), the Company's weighted average FFELP cohort default rate was        
16.1%.  This compares to a 1995 average 19.9% default rate for all              
proprietary schools.                                                            

No DeVry Institute has had a FFELP cohort loan default rate greater than        
25% in 1994, 1995 or 1996.  Default rate reduction initiatives are underway     
at each Institute.  No DeVry Institute is subject to any restrictions or        
termination under the student loan program.                                     

Students who attend the U.S. DeVry Institutes also participate in the           
Federal Perkins loan program.  This program provides low interest               
educational loans to students who demonstrate exceptional need.  Funding        
for this program is provided, in part, by the Department of Education and,      
in part, by the participating institution.  As loans are repaid, the            
principal and interest from these repayments is returned to the pool of         
funds available for future loans to students at that institution.  The          
program, including the responsibility for collection of outstanding loans,      
is administered by the institution.  Any institution with a Perkins loan        
cohort default rate exceeding 15% must establish a default reduction plan.      
Any institution with a Perkins loan cohort default rate between 20% and 30%     
will receive a reduced annual federal contribution to the program.  If the      
Perkins loan cohort default rate exceeds 30%, the institution will not          
receive any new federal contribution to the program.  However, new loans to     
eligible students may continue to be made from the pool of funds created by     
monthly repayments on previous loans.  The DeVry Institutes Perkins loan        
cohort default rates for 1997 (the latest year for which statistics are         
available) range from 14.7% to 36.8%.  The U.S. DeVry Institutes weighted       
average Perkins loan cohort default rate was 25.0%.  For 1996, the Perkins      
loan default rates ranged from 16.0% to 32.0%, and the U.S. DeVry               
Institutes weighted average Perkins loan cohort default rate was                

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approximately 23.2%.  Student counseling and additional collection efforts      
were previously implemented and have, in part, contributed to maintaining       
default rates at their current levels.                                          

Career Services                                                                 
The Company believes that the employment of its graduating students is          
essential to its ability to attract new students.  At the U.S. DeVry            
Institutes, there were nearly 45,000 graduates over the ten-year period         
ending October, 1997, who were eligible for career services assistance          
(i.e. excluding graduates who continued their education, students from          
foreign countries not legally eligible to work in the U.S., etc.).  Of the      
more than 43,000 graduates who actively pursued employment or were already      
employed, 93% held positions in their chosen fields within six months of        
graduation.  Each Institute has career services staff working with students     
in the areas of career choice activity, resume preparation and job              
interviewing.  The staff also maintains contact with local and national         
employers to determine job opportunities and arrange interviews.                

The shortage of skilled employees has placed an increased premium on            
educated workers as evidenced by the widening gap in median wages of male       
college vs. high-school graduates to approximately 89% today from 42% in        
1979.  By the year 2000, it is estimated that 85% of the jobs in the United     
States will require education or training beyond high school from only 65%      
as recently as 1991.                                                            

The DeVry Institutes attempt to gather accurate data on the number of its       
graduates employed in education-related positions within six months             
following graduation.  To a large extent, the reliability of such data is       
dependent on the information that graduates report to the DeVry Institutes.     

Full and part-time U.S. degree and diploma program graduates for the three      
classes which ended in calendar year 1997, and for the three classes which      
ended in calendar year 1996, were employed in their chosen field within six     
months of graduation, based on data reported to the DeVry Institutes, as        
follows:                                                                        

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                                                                · Download Table
          THE U.S. DEVRY INSTITUTES' GRADUATE EMPLOYMENT STATISTICS              

                                                       Percent of                
                                                       Graduates                 
                                                       Who                       
                               Number of               Actively                  
                               Graduates               Pursued                   
                               Who          Number of  and                       
                               Actively     Graduates  Obtained                  
                               Pursued      Employed   Employment                
                               Employment   in         and Those     Percent     
                 Number        or Were      Education  Who were      Of Net      
                 of Net        Already      Related    Already       Graduates   
                 Graduates<F1> Employed<F2> Positions  Employed<F2>  Employed<F1>

                                                                                 
Calendar Year                                                                    
1997 Graduating                                                                  
Classes (2/97,                                                                   
6/97, 10/97)       4,503        4,419        4,290      97.1%         95.3%      

Calendar Year                                                                    
1996 Graduating                                                                  
Classes (2/96,                                                                   
6/96, 10/96)       4,170        4,082        3,931      96.3%         94.3%      

<FN>                                                                             

<F1>(1)Net graduates exclude students continuing their education, students       
     from foreign countries who are legally ineligible to work in the United     
     States and students ineligible for employment because of extreme            
     circumstances.                                                              

<F2>(2)Does not include students who actively pursued employment for less        
     than 6 months and did not obtain employment.                                
</FN>                                                                            

In Canada, for the three classes which ended in calendar year 1997, 93.3%       
of those graduates who actively pursued employment had obtained employment      
or were already employed in their chosen field within six months of             
graduation.  This includes those students who received diplomas and who         
received bachelor's degrees through the DeVry Phoenix Institute's degree        
completion program in Calgary and those students who completed their degree     
requirements at a U.S. DeVry Institute.                                         

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The majority of employers of the DeVry Institutes' graduates are in the         
electronics or information processing industries.  The Company believes         
that no single employer has hired more than 5% of the DeVry Institutes'         
graduates in recent years.  Major employers of the DeVry Institutes'            
graduates include the following companies:  Andersen Consulting Group,          
Applied Materials, AT&T, Cellular One, Eastman Kodak, EDS, General Electric     
Company, Hewlett-Packard, IBM, Intel Corp, MCI, Motorola and Silicon            
Graphics.                                                                       

Keller Graduate School maintains a career services office to assist current     
and past graduates.  This office offers a full range of services designed       
to enhance each individual's career development skills and is available to      
graduates, at no charge, on a lifetime basis.                                   

Seasonality                                                                     
The Company's business is somewhat seasonal.  Highest enrollment and            
revenues at the DeVry Institutes and Keller typically occur during the fall     
back-to-school period which corresponds to the second and third quarters of     
the Company's fiscal year.  Slightly lower enrollment is experienced in the     
spring, and the lowest enrollment occurs during the summer months.  Becker      
experiences higher enrollments for its courses beginning in June and July       
leading to the fall CPA exam than for its classes beginning in December and     
January leading to the spring CPA exam.                                         

Results of operations reflect this seasonal enrollment pattern and the          
pattern of student recruiting activity costs that precede the start of          
every term.  Revenues, income before interest and taxes and net income by       
quarter for each of the past two fiscal years are included in Note 10 to        
the Company's Consolidated Financial Statements, Quarterly Financial Data.      

Administration and Employees                                                    
Each DeVry Institute's campus is managed by a president and has a staff of      
academic deans, career service and student service personnel and other          
professionals.  Each campus also has an admissions director who reports to      

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the Company's vice president of admissions.  Each Keller Graduate School        
center is managed by a center director and has a director of admissions and     
appropriate center support staff.                                               

The Company has approximately 2,850 regular full- and part-time employees.      
Approximately 300 of these employees, or slightly more than 10% of the          
total work force, work at its corporate headquarters in Oakbrook Terrace,       
Illinois, including Keller Graduate School management and staff.  In            
addition, the Company employs approximately 1,400 students as faculty           
assistants and in other part-time positions.  Becker is managed by an           
administrative staff headquartered in Los Angeles and by regional               
administrative staffs which support instructors and coordinate local            
recruiting efforts.  None of the Company's employees is represented by a        
union.  The Company believes that its relationships with its employees are      
satisfactory.                                                                   

Faculty                                                                         
Each DeVry Institutes' campus president hires faculty members in accordance     
with criteria established by the Company and applicable state law.  Most        
faculty members teaching in technical areas have related industry               
experience. The DeVry Institutes have initiated sabbatical and other            
programs to allow faculty to engage in developmental projects or consulting     
opportunities to maintain and enhance their currency and teaching skills.       
Faculty members are evaluated each semester based on student comments and       
observations by an academic dean.  There are approximately 700 full-time        
faculty members among all of the DeVry Institutes' campuses.  Approximately     
80% of the DeVry Institutes' faculty members hold advanced academic             
degrees.  In addition, DeVry Institutes engaged over 700 part-time, adjunct     
and visiting faculty, mostly in the evening programs.  Recruiting qualified     
new faculty members for some upper term technical courses has become more       
difficult as the economic expansion cycle continues.  In some classes,          
regular full-time faculty have been supplemented with adjunct faculty           
teaching on a part-time basis while maintaining employment in their             
technical field of specialty.                                                   

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Keller Graduate School faculty members are practicing business                  
professionals who are engaged to teach on a course-by course basis.  A          
multi-session training course is used to train and develop new faculty          
throughout Keller's national system.  Over the past several years, Keller       
has begun selectively utilizing full-time faculty to respond to student         
demand in rapidly developing areas and to meet approval requirements in         
certain states.  Less than 10% of Keller's instructors, excluding staff         
members who regularly teach, are full-time employees.  More than 90% of         
Keller's faculty have advanced degrees.  Keller draws upon more than 600        
active faculty who teach courses as needed throughout the year.  Becker's       
faculty, numbering approximately 500 each term, are primarily practicing        
professionals who teach part-time on a course-by-course basis.                  

Trademarks and Service Marks                                                    
The Company uses a number of trademarks including "DeVry Institute of           
Technology", "Becker CPA Review" and variants thereof.  All trademarks,         
service marks and copyright registrations associated with the business are      
registered in the name of the Company or one of its subsidiaries and expire     
over various periods of time.  The Company vigorously defends against           
infringements of its trademarks, service marks and copyrights.                  

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ITEM  2 - PROPERTIES                                                            

DeVry Institutes                                                                
The DeVry Institute campuses are located in both suburban communities and       
urban neighborhoods.  They are easily accessible to major thoroughfares.        
Each Institute campus includes teaching facilities, admissions and              
administrative offices.  Teaching facilities are housed in modern buildings     
that include classrooms, laboratories, libraries, bookstores and student        
lounges.  Electronics laboratories include PC-based instrumentation and         
microprocessor development/circuit simulation systems along with analog and     
digital oscilloscopes, digital multimeters, power supplies, signal              
generators and other equipment.  Computer laboratories include both stand-      
alone and networked PC-compatible workstations that support all curricula       
areas.  Resources available to students include access to a central             
mainframe owned and operated by a third party, UNIX and numerous software       
packages supporting a variety of business, engineering and scientific           
applications.  Connections to the Internet and World Wide Web are included      
through the computer laboratories as a part of the program curriculum.          
Telecommunications laboratories provide central office simulation, PBX          
administration, inter-networking and teaching LAN environments.                 

None of the seven DeVry Institute campuses owned by the Company is subject      
to a mortgage or other indebtedness.                                            

In June 1996, the DeVry Technical Institute in Woodbridge, N.J., moved to a     
new, 99,000 square foot Company-owned facility in North Brunswick, N.J., in     
advance of the fiscal year 1997 summer term class start.                        

In July 1996, the Company began operation of a satellite campus in              
Mississauga (Toronto), Ontario, Canada.  Opened in 42,000 square feet of        
space, this was the second satellite to the then main campus operation in       
North York (Toronto) and the fourth DeVry Institute in Canada.                  

A new DeVry Institute began operation in July 1997 in Alpharetta (Atlanta),     
Georgia, in a build-to-suit, leased campus.  The facility, of approximately     
65,000 square feet, is being operated as a branch location of the DeVry         
Institute in Decatur, Georgia.                                                  

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The table below sets forth certain information regarding each of the            
properties at which the DeVry Institutes conducted educational operations       
at June 30, 1998:                                                               

                                                                · Download Table

                         DeVRY INSTITUTE CAMPUSES                         

                                                  Full and                
                                   June 1998      Part-Time               
                                   Area           Students                
                                   (Approximate   Attending               
                                   Square Feet)   Spring 1998    Ownership
                                   ------------   -----------    ---------
                                                                          
Alpharetta (Atlanta), Georgia       65,000             588         Leased 
Decatur (Atlanta), Georgia         107,500           2,774         Owned  
Chicago, Illinois                  104,850           3,526         Owned  
Addison (Chicago), Illinois         91,600           3,635         Leased 
Columbus, Ohio                     106,480<F1>       2,803         Owned  
North Irving (Dallas), Texas        95,250           2,561         Leased 
Kansas City, Missouri               74,500           2,306         Owned  
Phoenix, Arizona                   120,200           3,207         Owned  
Pomona (Los Angeles), California   100,500           3,354         Leased 
Long Beach (Los Angeles),                                                 
  California                        98,240           1,933         Leased 
North Brunswick, New Jersey         99,000           3,113         Owned  
Calgary, Alberta, Canada            42,900           1,244         Leased 
North York (Toronto), Ontario,                                            
  Canada                            51,690             579         Leased 
Scarborough (Toronto), Ontario,                                           
  Canada                            44,800             654         Leased 
Mississauga (Toronto), Ontario,                                           
  Canada                            60,600             714         Leased 
                                                    ------                
                                                    32,991                
                                                    ======                
<FN>                                                                      
<F1>(1) Includes 14,400 square feet of modular buildings.                 
</FN>                                                                     

In the fourth quarter of fiscal 1997, the Company completed the purchase of     
land in Fremont (San Francisco), California, for construction of a campus       
to serve the Northern California area.  This campus opened for classes in       
July 1998 in a 99,000 square foot Company-owned facility.                       

Also purchased in the fourth quarter of fiscal 1997 was a parcel of land in     
the San Fernando Valley, California, for construction of a third campus in      
the Los Angeles area.  Purchase of an adjoining parcel of land, necessary       

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to complete the site, was completed in August, 1997.  Construction has          
started on a 105,000 square foot Company-owned facility.  Classes are           
expected to be offered beginning in November 1999.                              

In New York, the Company is completing renovation on a leased site in Long      
Island City.  Classes are expected to be offered for the first time in          
November 1998.  Initially occupying approximately 96,000 square feet, the       
campus can be expanded in two years, at the Company's option, by 59,000         
square feet.                                                                    

In Calgary (Alberta), Canada, the Company leased a new build-to-suit campus     
of approximately 70,000 square feet to replace its former location.             
Classes were offered in this new and larger facility with the start of the      
summer 1998 term.                                                               

In the Toronto-area, the Company consolidated its operations into its two       
newer campuses in Scarborough and Mississauga, Ontario.  Effective with the     
summer 1998 term, classes were no longer offered in the original North York     
location.  Additional space was leased in both Scarborough and Mississauga      
to accommodate this consolidation and administrative staff will be              
relocated when final renovation of the additional space is completed.           

In Pomona, California, the Company has leased additional space in an            
adjacent building in order to relocate certain administrative functions,        
permitting that space to be used for classroom and laboratories.  This          
expansion is necessary to accommodate increasing enrollments.                   

In Chicago, construction should begin shortly on a 53,000 square foot           
expansion to the urban DeVry Institute campus.  Located on the same Company     
owned property, this expansion will permit further enrollment growth and an     
enhanced environment for the students, faculty and staff.                       

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Additional DeVry Institute facility renovations and expansions are under        
consideration to improve and expand operations at these locations.              

Keller Graduate School                                                          
Keller centers are housed in modern buildings whose locations were chosen       
for their convenience to students.  Keller centers, which mostly range in       
size from approximately 4,000 to 10,000 square feet, include teaching           
facilities, admissions and administrative offices.  Each Keller facility        
has an information center designed to enhance students' success and to          
support coursework requiring data and information beyond that provided in       
course texts and packets.  The information centers include personal             
computers; all software required in courses; Internet access; alternate         
texts; sample business plans; popular business periodicals; videos of           
selected courses; a career services video and texts, and access to more         
than three hundred electronic data-bases.                                       

During fiscal 1998, Keller relocated its Downers Grove, Illinois, center to     
Lisle, Illinois to take advantage of state-of-the-art telecommunications        
laboratory equipment at this site.  Also during the year, new centers were      
opened in Fremont and San Diego, California; Merrillville, Indiana;             
Alpharetta and Buckhead, Georgia; and St. Louis, Missouri.                      

The table below sets forth certain information regarding each of the            
properties at which Keller conducted educational operations in the April,       
1998, term:                                                                     

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                                                                · Download Table

                      KELLER GRADUATE SCHOOL CENTERS            

                                Part-Time                       
                                Students                        
                                April 1998             Ownership
                                ----------             ---------
                                                                
Chicago, Illinois                 452                   Leased  
Schaumburg, Illinois              437                   Leased  
Lincolnshire, Illinois            422                   Leased  
Oakbrook Terrace, Illinois        309                   <F1>    
Lisle/Downers Grove, Illinois     218                   Leased  
Orland Park, Illinois             168                   Leased  
Elgin, Illinois                   155                   Leased  
Merrillville, Indiana              70                   Leased  
Milwaukee, Wisconsin              205                   Leased  
Waukesha, Wisconsin               174                   Leased  
Tysons Corner, Virginia           210                   Leased  
St. Louis, Missouri               122                   Leased  
St. Louis, Missouri (downtown)     24                   Leased  
Kansas City, Missouri             205                   <F2>    
Kansas City, Missouri (downtown)  119                   Leased  
Phoenix, Arizona                  134                   <F2>    
Mesa, Arizona                     210                   Leased  
Decatur, Georgia                  262                   <F2>    
Atlanta, Georgia                  218                   Leased  
Alpharetta, Georgia               119                   <F2>    
Buckhead, Georgia                  73                   Leased  
Pomona, California                205                   <F2>    
Long Beach, California            124                   <F2>    
Irvine, California                 73                   Leased  
San Diego, California              22                   Leased  
Fremont, California                 - <F3>              <F2>    
Distance Learning                 100                    -      
                                -----                           
                                4,830                           
                                =====                           
<FN>                                                            
<F1>(1)Operates at the Company's corporate headquarters location
<F2>(2)Operates on a DeVry Institute campus                     
<F3>(3)Opened June, 1998                                        
</FN>                                                           

In September, 1998, Keller is opening a new center in Tampa, Florida, its       
first in that state.  Several additional new center openings are planned        
for the remainder of fiscal 1999.                                               

Becker                                                                          
Becker CPA is headquartered in leased offices in Encino, California.            
Classes are conducted in leased facilities, less than twenty of which are       
leased on a full-time basis.  The remainder of the classes are conducted in     

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facilities which are leased on an as-used basis, allowing classes to be         
expanded or relocated as enrollments require.  Becker classes are also          
currently offered on several DeVry Institute campuses and at Keller             
Graduate School centers where the location and facility availability are        
appropriate.                                                                    

Corporate                                                                       
The Company's administrative offices are located in approximately 73,600        
square feet of leased space in an office tower in Oakbrook Terrace,             
Illinois.  In addition, the Company leases approximately 17,900 square feet     
of storage and other miscellaneous use space at this facility.                  

The Company's leased facilities are occupied under leases whose remaining       
terms range from one to 15 years.  A majority of these leases can be            
renewed for additional periods.                                                 

ITEM 3 - LEGAL PROCEEDINGS                                                      
The Company is subject to occasional lawsuits, investigations and claims        
arising out of the normal conduct of its business.  Neither the Company nor     
any of its subsidiaries is currently a party to any legal proceeding which      
the Company believes is material except those described below.                  

In fiscal 1996, the Ontario Ministry of Education and Training temporarily      
suspended and later conditionally reinstated the processing of financial        
aid applications for students attending the Company's Toronto-area schools.     
Full unconditional reinstatement is pending, subject to the Ministry's          
completion of its review and issuance of a final report.                        

In July, 1996, the Company and DeVry Canada were served with a purported        
class action lawsuit in Canada by a former student alleging breach of           
contract and misrepresentation about the quality of the DeVry Institutes'       
educational programs, seeking up to CDN $400 million in compensatory and        
punitive damages.  In July 1998, the Canadian court rejected the                
plaintiffs' motion to certify the lawsuit as a class action in the province     
of Ontario.                                                                     

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Although the outcomes cannot be predicted with certainty, the Company           
believes the resolution of these matters will not have a material effect on     
the Company's financial position, results of operations or liquidity.           

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    
There were no matters submitted to a vote of the Company's security holders     
during the fourth quarter of the fiscal year.                                   

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EXECUTIVE OFFICERS OF THE REGISTRANT

The name, age and current position                                              
of each executive officer of the                                                
Company are:                                                                    

Name, Age and Office                         Business Experience                
--------------------                         -------------------                

Dennis J. Keller. . .57                                                         
Chairman of the Board and Chief   Mr. Keller co-founded KGSM in 1973. 
Executive Officer                 From the inception of the Company,  
                                 Mr. Keller has been Chairman of the
                                Board and Chief Executive Officer.
                         Mr. Keller is a graduate of
                              Princeton University and holds a
                               Master of Business Administration
                           degree from the University of
                        Chicago Graduate School of
       Business.

Ronald L. Taylor. . .54                                                         

Director, President and Chief     Mr. Taylor co-founded KGSM in 1973  
Operating Officer                 and has been a director since its   
                                inception.  Mr. Taylor was Dean of
                             Keller Graduate School from its
                           inception until 1981, when he
                        became President and Chief
                             Operating Officer of KGSM.  Mr.
                             Taylor is a graduate of Harvard
                              University and holds a Master of
                                 Business Administration degree from
                  Stanford University.

Marilynn J. Cason . . 55                                                        

Senior Vice President, General    Ms. Cason joined the Company in     
Counsel and Corporate Secretary   1989 with responsibility for the    
                               Company's legal affairs and human
                                 resources.  In her current position
                             as a Senior Vice President, Ms.
                          Cason has responsibility for
                                 facilities planning, purchasing and
                               management information systems in
                              addition to her responsibilities
                         for legal affairs and human
        resources.

Norman C. Metz. . .50                                                           

Senior Vice President             Mr. Metz joined the Company in 1983 
                                as a Vice President.  In 1986, Mr.
                             Metz assumed responsibility for
                                 operations of the DeVry Institutes.
                                In addition, Mr. Metz is currently
                           responsible for both regional
                               student recruiting and recruiting
                             in the admission offices at the
                  Institute locations.

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Name, Age and Office                         Business Experience                
--------------------                         -------------------                

O. John Skubiak . . 48                                                          

Senior Vice President             Mr. Skubiak has been with KGSM for  
                             more than 19 years, progressing
                               from admissions representative to
                                 Dean of Keller Graduate School.  In
                              his current position as a Senior
                                Vice President of the Company, Mr.
                                Skubiak has responsibility for the
                             Company's marketing, other than
                                 sales, and the operations of Keller
                    and Becker CPA Review.

Norman M. Levine. . .55                                                         

Vice President, Controller and    Mr. Levine has been Controller of   
Chief Financial Officer           the Company since 1987 and has been 
                               the Chief Financial Officer since
                           1989.  From 1982 to 1987, Mr.
                                Levine was Controller of the DeVry
         Institutes.

George W. Fisher. . .46                                                         

Vice President, Regional          Mr. Fisher joined the Company as    
Operations                        Vice President, Canadian Operations 
                            in 1985.  His responsibilities
                             currently include operations of
                                several of the DeVry Institutes in
                  the U.S. and Canada.

Bruno LaCaria . . 56                                                            

Vice President, Chief             Mr. LaCaria joined the Company in   
Information Officer               August 1998 as Vice President and   
                               chief information officer.  Prior
                                 to joining the Company, Mr. LaCaria
                             was the Director of Information
                          Systems at the University of
         Pittsburgh.

Patrick L. Mayers . . 58                                                        

Vice President, Academic Affairs  Dr. Mayers joined Keller Graduate   
                                School in 1978 as Dean of Academic
                                Affairs.  Dr. Mayers, who obtained
                              his B.A., M.A., M.B.A. and Ph.D.
                            Degrees from the University of
                                Chicago, was elected an officer of
                              the Company in 1987.  Dr. Mayers
                         served as Vice President of
                               Academic Affairs for Keller until
                              1997 at which time he became the
                                Vice President of Academic Affairs
                       for the DeVry Institutes.

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Name, Age and Office                         Business Experience                
--------------------                         -------------------                

Gerald Murphy . . 51                                                            

Vice President, Regional          Mr. Murphy joined the Company in    
Operations                        late 1995 as a Vice President with  
                                 responsibility for the operation of
                                several of the DeVry Institutes in
                            the U.S. and Canada.  Prior to
                             joining the Company, Mr. Murphy
                           served as a Vice President of
                                 Educational Management Corp. and of
                                the Universal Technical Institute.

James Otten . . 49                                                              

Vice President, Regional          Dr. Otten joined the Company in     
Operations                        late 1995 as a Vice President with  
                                 responsibility for the operation of
                       several of the U.S. DeVry
                               Institutes.  Prior to joining the
                          Company, Dr. Otten served as
                              President of the Katherine Gibbs
                               School in Boston and of the Brown
                       Institute in Minneapolis.

Sharon Thomas-Parrott . . 47                                                  

Vice President, Government        Ms. Thomas-Parrott joined the       
Relations                         Company in 1982 after several years 
                       as an officer in the U.S.
                                 Department of Education's Office of
                                Student Financial Assistance.  She
                           served the Company in several
                              student finance positions before
                          being elected to her current
                     position which includes
                             responsibility for both student
                               finance and government relations.

Jane Perlmutter . . 50                                                          

Vice President, Regional          Dr. Perlmutter joined the Company   
Operations                        in 1997 as a Vice President with    
                                 responsibility for the operation of
                            several U.S. DeVry Institutes.
                               Prior to joining the Company, Dr.
                             Perlmutter managed the Bellcore
                            Training & Education Center in
              Lisle, Illinois.

Kenneth Rutkowski . . 51                                                        

Vice President, Operations        Mr. Rutkowski joined the Company in 
Services and Administration       1985 as Director of Operations and  
                             Administrative Services and was
                                 promoted to his current position in
                                 1991.  His current responsibilities
                                 include managing the Company's real
                               estate and various administrative
        functions.

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Name, Age and Office                         Business Experience                
--------------------                         -------------------                

Vijay Shah. . .47                                                               

Vice President, Admissions        Mr. Shah joined the Company in 1977 
                                progressing from representative in
                                 a DeVry Institute admissions office
                                to director of admissions.  He has
                               been DeVry's National Director of
                           Admissions since 1989 and was
                                 promoted to his current position in
           August, 1994.

Edward J. Steffes . . 48                                                        

Vice President, Marketing         Mr. Steffes joined the Company in   
                               1984 as director of marketing and
                         was promoted to his current
                               position in 1986.  Mr. Steffes is
                           responsible for the Company's
                              advertising, sales promotion and
               public relations.

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PART II     
-------     
ITEM 5 - MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED                      
STOCKHOLDER MATTERS                                                             

(a) Market Information                                                          
The Company's common stock is traded on the New York Stock Exchange and the     
Chicago Stock Exchange under the symbol "DV."                                   

The following table sets forth the high and low sales price information by      
quarter for the past two years. All sales price information has been            
restated to reflect the Company's two-for-one stock splits, in the form of      
a 100% stock dividend, effective June 19, 1998, and December 18, 1996.          

                                                                · Download Table

                            FISCAL 1998                    FISCAL 1997      
                       --------------------         ------------------------
                         HIGH          LOW            HIGH            LOW   
                       ---------     -------        ---------       --------
                                                                            
First Quarter          $15  3/16     $12 7/8        $11 23/32      $ 9 1/2  
Second Quarter          16  1/2       12 1/2         12 11/16        9 3/16 
Third Quarter           17 13/16      14             14              9 1/2  
Fourth Quarter          22  3/8       16 3/8         14 15/16       10 13/16


(b) Approximate Number of Security Holders                                      
There were 571 holders of record of the Company's common stock as of            
September 1, 1998.  The number of holders of record does not include            
beneficial owners of its securities whose shares are held by various            
brokerage firms and other financial institutions.  The Company believes         
that there are over 10,000 beneficial holders of its common stock.              

Dividends                                                                       
The Company is a holding company and, as such, is dependent on the earnings     
of its subsidiaries for funds to pay cash dividends.  Cash flow from the        
Company's subsidiaries may be restricted by law and is subject to some          
restrictions by covenants in the subsidiaries' debt agreements.  The            
Company has not paid any dividends on its common stock and expects for the      

10-K 50th Page of 94 TOC 1st Previous Next Bottom Just 50th49                                                                              

foreseeable future to retain all of its earnings from operations for use in     
the Company's business.  From time to time, the board of directors will         
review the Company's dividend policy.  Any payment of dividends will be at      
the discretion of the board of directors and will be dependent on the           
earnings and financial requirements of the Company and other factors as the     
board of directors deems relevant.                                              

ITEM 6 - SELECTED FINANCIAL DATA                                                
Selected financial data for the Company for the last five years is included     
in the exhibit,  Five-Year Summary - Operating, Financial and Other Data,       
on page 88 of this report.                                                      

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND        
RESULTS OF OPERATIONS                                                           
The following discussion of the Company's results of operations and             
financial condition should be read in conjunction with the consolidated         
financial statements of the Company and the notes thereto appearing             
elsewhere in this report.                                                       

All references in the financial statements to the number of shares              
outstanding and per share amounts have been restated to reflect the             
Company's two-for-one stock splits effective June 21, 1995, December 18,        
1996, and June 19, 1998.                                                        

In June 1997, the Financial Accounting Standards Board issued Statement of      
Financial Accounting Standards No. 130, "Reporting Comprehensive Income."       
This new Statement establishes standards for reporting and displaying           
comprehensive income and its components in a company's financial                
statements.  Comprehensive income includes foreign currency translation         
adjustments and certain other categories of gain or loss.  At the present       
time, the only category of comprehensive income which must be included in       
the Company's financial statements is foreign currency translation              
adjustments, arising primarily form the Company's Canadian operations.  The     
magnitude of foreign currency translation adjustments has historically been     
small and is not expected to result in a material change to the level of        
future reported income.                                                         

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RESULTS OF OPERATIONS                                                           
Fiscal Year Ended June 30, 1998, vs. Fiscal Year Ended June 30, 1997            
--------------------------------------------------------------------            
Tuition revenues in fiscal 1998 increased by $40.3 million, or 14.3%, from      
fiscal 1997.  The increase in tuition revenue was produced by enrollment        
increases at DeVry Institutes and Keller Graduate School of Management.         
Fiscal 1998 marks the eighth consecutive year at DeVry Institutes in which      
cumulative total student enrollment for the three semesters during the year     
has increased, up 9.4% from the previous year.  Enrollment increases at         
DeVry Institutes reflect the opening of a new institute in Alpharetta,          
Georgia, and increases in enrollments at existing Institutes.  At Keller        
Graduate School, cumulative total student enrollment for the five terms of      
fiscal 1998 grew by 17.5% compared to fiscal 1997, reflecting the opening       
of new centers in California, Georgia, Indiana and Missouri.  Tuition           
revenues also increased because of tuition rate increases of approximately      
5.0% at DeVry Institutes in March 1998 and at Keller Graduate School in         
September 1997.                                                                 

Other educational revenues, composed primarily of sales of books and            
supplies, increased by $4.3 million, or 16.3%, because of sales to the          
increased number of students attending the Company's educational programs       
and the introduction of the Becker CPA Review (Becker) course sold on CD-ROM.   
Interest income on the Company's short-term investments of cash                 
balances increased to $1.6 million because of increased average cash            
balances in excess of those needed for daily operations.                        

Cost of educational services increased by $20.1 million, or 11.3%, in           
fiscal 1998 from the previous year.  Cost of educational services includes      
the cost of faculty and related staff, which represents approximately 60%       
of this expense category.  Also included in this expense category are the       
costs of facilities, supplies, bookstore sales, other student education-        
related support activities and the cost of tuition refunds and                  
uncollectible accounts. Higher wage, benefit, supply, service and facility      
expenses associated with the growing number of operating locations and          
increased student enrollments contributed to the increase in cost.              
Depreciation expense increased by $2.7 million, or 28.1%, from fiscal 1997      
as a result of another year of extensive capital improvements and additions     

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throughout the system.  Also included in educational services this year is      
the cost of consolidating teaching operations from three locations to the       
two newer and more modern sites in the Toronto area.  Tuition refunds and       
bad debt expense declined by approximately $800,000 from last year, even as     
total student enrollment and revenues increased.  This is believed to           
result from higher admission standards, and education programs and student      
service quality initiatives that favorably affect student retention.            

Student services and administrative expense increased by $16.3 million, or      
18.7%, from fiscal 1997.  Student services and administrative expense           
includes the costs of new student recruiting, general and administrative        
costs and curriculum development.  The increased spending reflects the          
marketing costs associated with generating the higher student enrollments       
at DeVry Institutes and at Keller Graduate School for the terms that began      
in fiscal 1998 and for the summer term, for which whose revenue is included     
in fiscal 1999.  Marketing costs for the July opening of the new DeVry          
Institute in Fremont, California, and the November opening of the new           
campus in New York also contributed to the increase.                            

Administrative expenses have also increased from the prior year to support      
the Company's expanding operations.  In addition, spending on                   
implementation efforts for the Company's new financial system contributed       
to the increased expense.  The new financial system, which will be used for     
reporting beginning in July 1998, will enhance financial controls,              
reporting and analysis and overcome year 2000 processing deficiencies in        
the previous system.  In addition, the Company has appointed a coordinator      
with responsibility for all other aspects of the year 2000 project.             
Efforts were initiated to address the year 2000 processing requirements,        
focusing initially on mission critical systems and extending to all the         
Company's hardware and software, whether internally developed or purchased,     
and to ensure compliance by the many providers of products and services to      
the Company.  The Company believes that it is on schedule for completion of     
the project during 1999.  Costs associated with this effort are not             
expected to have a material effect on the Company's results of operations       
and are being charged to expense as incurred.                                   

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The Company's fiscal 1998 earnings from operations, before interest and         
taxes, were a record $51.4 million. Operating margins, which have been          
increasing steadily each year, increased again to 14.5%, up from 13.9% and      
13.0% in fiscal 1997 and 1996, respectively.  Operating margin increases        
were generated by improved facility utilization from increased enrollments      
and by continued operations improvements.                                       

Interest expense decreased by $1.9 million from last year as debt incurred      
for the acquisition of Becker in June 1996 was repaid from cash generated       
by operations.                                                                  

Net income of $30.7 million, or $0.44 per share, was a record for any year,     
increasing by 27.0% from fiscal 1997.                                           

Fiscal Year Ended June 30, 1997, vs. Fiscal Year Ended June 30, 1996            
--------------------------------------------------------------------            
Tuition revenues in fiscal 1997 increased by $44.2 million, or 18.7% from       
fiscal 1996.  This was the largest tuition revenue increase in the history      
of the Company.  The increase in tuition revenues was produced by several       
positive factors, including the June 1996 acquisition of Becker CPA Review.     
Enrollment increases at DeVry Institutes and Keller Graduate School also        
contributed to the tuition revenue increase.  Fiscal 1997 marks the seventh     
consecutive year at DeVry Institutes in which cumulative total student          
enrollment for the three semesters during the year has increased from the       
previous year.  At Keller Graduate School, cumulative total student             
enrollment for the five terms of fiscal 1997 grew by 19.5% compared to          
fiscal 1996.  Enrollment increases at the DeVry Institutes reflect the          
opening of a new institute in Mississauga, Ontario, Canada, and at Keller       
Graduate School, the opening of new centers in Oakbook Terrace, Illinois;       
and Irvine, California.  Tuition revenues also increased because of tuition     
rate increases of approximately 5%, which became effective at DeVry             
Institutes in March 1997 and at Keller Graduate School in September 1996.       

Other educational revenues, composed primarily of sales of books and            
supplies, increased by $4.2 million, or 18.9%, because of sales to the          
increased number of students attending the Company's educational programs.      
Interest income on the Company's short-term investments of cash balances        

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decreased by $72,000, or 6.8%, from the prior year because increased            
capital spending and aggressive debt reduction payments reduced average         
cash balances in excess of those needed for daily operations.                   

Cost of educational services increased by $22.9 million, or 14.7%, in           
fiscal 1997 from the previous year.  Cost of educational services incudes       
the cost of faculty and related staff, which consistently comprises             
approximately 60% of this expense category.  Also included in this expense      
category are the cost of facilities, supplies, bookstore sales, other           
student education-related support activities and the cost of tuition            
refunds and uncollectible accounts. The increase in cost of educational         
services reflects the additional faculty, staff and facility costs of the       
Becker operations that were not a part of the Company's results for fiscal      
1996.  Also, there were higher wage, benefit, supply and service expenses       
associated with the growing number of operating locations and increased         
student enrollments at DeVry Institutes and at Keller Graduate School.          
Depreciation expense increased by $2.2 million, or 28.7%, from fiscal 1996      
as a result of extensive capital improvements and additions, particularly       
those related to the opening of the new DeVry Institutes in North               
Brunswick, New Jersey, and Mississauga, Ontario, Canada, and the continued      
expansion and upgrading of school laboratories and teaching equipment           
throughout the system.  Tuition refunds and bad debt expense at DeVry           
Institutes declined by approximately $200,000 from last year, even as total     
student enrollments increased.  This results from educational program and       
student service quality initiatives that favorably affected student             
retention.                                                                      

Student services and administrative expense increased by $16.5 million, or      
23.2%, from fiscal 1996.  Student services and administrative expense           
includes the costs of new student recruiting, general and administrative        
costs, and curriculum development.  The increase this year in student           
services and administrative expense reflects costs associated with Becker's     
operations, which were not included in last year's results.  The increased      
spending also reflects the marketing costs associated with generating the       
higher student enrollments at DeVry Institutes and at Keller Graduate           
School for the terms that began in fiscal 1997 and for their summer terms       

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that started in fiscal 1998.  General and administrative expense increased      
from last year and includes the ongoing costs of efforts to restore             
unconditional financial aid processing at the Toronto-area campuses.  The       
increase in student services and administrative cost also includes              
approximately $1.6 million in amortization of intangibles and goodwill          
primarily associated with the Becker acquisition.                               

The Company's fiscal 1997 earnings from operations, before interest expense     
and taxes, were a record $42.7 million.  Operating margins, which have been     
steadily increasing each year, increased again to 13.9%, up from 13.0% and      
12.6% in fiscal 1996 and fiscal 1995, respectively.  Operating margins were     
favorably affected by the inclusion of Becker's results, where operating        
margins historically have been higher, by the higher revenues and improved      
facility utilization from the increased enrollments at DeVry Institutes and     
Keller Graduate School, by continued operations improvements and by cost        
containment measures.                                                           

Interest expense increased by $1.8 million from last year because of higher     
outstanding debt levels resulting from the acquisition, for cash, of Becker     
in June 1996.  This increased interest expense was offset, in part, during      
the latter part of the fiscal year by the proceeds of the April 1997 stock      
offering, which were used to reduce debt.                                       

The provision for income taxes of $15.7 million represents a 39.3% rate on      
pretax income.  This year's rate is lower than the 41.1% rate in fiscal         
1996 because of a lower effective state income tax rate on the Company's        
U.S. operations.                                                                

Net income of $24.2 million, or $0.35 per share, was a record for any year,     
increasing by 25.7% from fiscal 1996.                                           

Liquidity and Capital Resources                                                 
-------------------------------                                                 
The Company's primary source of liquidity is the cash received from student     
payments for tuition, fees and books.  These payments include cash from         

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student and family educational loans, from other financial aid under            
various federal, state and provincial programs, and from student and family     
resources.                                                                      

The pattern of cash receipts is somewhat seasonal.  The level of accounts       
receivable from which cash payments are collected reaches a peak                
immediately after the billing of tuition, fees and books at the beginning       
of each of the DeVry Institutes' semesters, which begin in July, November       
and March.  Collections of DeVry Institute receivables are heaviest at the      
start of each semester.  In the first two months of each semester,              
collections typically exceed payments for operating expenses applicable to      
that period.  Accounts receivable reach their lowest level just prior to        
the start of the next semester, dropping to their lowest point in the year      
at the end of June.  The end of June corresponds to both the end of the         
spring semester and the end of a financial aid year, at which time              
substantially all financial aid for the previous 12 months has been             
disbursed to students' accounts.  Both Keller Graduate School and Becker        
also experience similar seasonality in their cash receipts and expenditures     
based upon their respective operating cycles.  At June 30, 1998, total          
Company accounts receivable, net of the related deferred tuition revenue,       
decreased by more than $400,000.  The decrease in receivables was achieved      
by further improvements to collection effectiveness, offsetting increases       
that would otherwise be associated with higher enrollment and revenue           
levels in the Company's educational programs.                                   

The Company is highly dependent upon the timely receipt of financial aid        
funds.  The Company estimates that historically slightly less than 70% of       
DeVry Institutes' tuition, bookstore and fee revenues have been financed by     
government-provided financial aid to its students.  These financial aid and     
assistance programs are subject to political and governmental budgetary         
considerations.  There is no assurance that such funding will be maintained     
at current levels.  If funds flow from the federal or state governments is      
temporarily delayed in conjunction with year 2000 processing difficulties,      
the Company could use its available cash resources and borrowings under its     
revolving term loan agreement until such financial aid funding was              
restored.                                                                       

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Extensive and complex regulations in the United States and Canada govern        
all of the government financial assistance programs in which the Company's      
students participate.  The Company's administration of these programs is        
periodically reviewed by various regulatory agencies.  Any regulatory           
violation could be the basis for disciplinary action, including initiation      
of a suspension, limitation or termination proceeding against the Company.      

Under the terms of the Company's participation in governmental financial        
aid programs, certain cash received from the U.S. Department of Education       
is maintained in restricted bank accounts.  This cash becomes available for     
general use by the Company only after student loans and grants have been        
credited to the accounts of students and the cash is transferred to an          
unrestricted operating cash account.  At June 30, 1998, cash held in            
restricted bank accounts increased to $16.9 million, up $4.8 million from       
the end of the previous year, in anticipation of higher enrollments and         
financial aid disbursements at the start of DeVry Institutes' summer term.      

In July 1996, the Company entered into an out-of-court settlement agreement     
with the Internal Revenue Service (IRS) relative to the Statutory Notice of     
Deficiency issued by the IRS against the Company for tax years 1988 through     
1991.  The claimed deficiencies related to the amortization of intangible       
assets purchased during the acquisition of DeVry Institutes in 1987.  All       
of these issues have been resolved as a result of the settlement.  The          
settlement amount was paid in the first quarter of fiscal 1997 and is           
immaterial to the Company's financial position, results of operations and       
liquidity.                                                                      

Cash generated from operations in fiscal 1998 reached a record $47.6            
million, up $5.2 million from last year.  Higher earnings and the increased     
non-cash sources of depreciation and amortization accounted for the             
increased cash flow, more than offsetting the previously discussed higher       
restricted cash balances.  Traditionally, the Company has been able to help     
fund its expansion by operating with negative working capital during most       
of the year.  The generation and use of cash during the year reflects the       
seasonal operating patterns discussed above.  During some periods just          
prior to the start of a semester, cash balances may be supplemented by          

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temporary borrowings under the Company's revolving line of credit.  Cash        
generated form operations each year has been sufficient to meet all of the      
Company's operating needs and capital investment needs, while reducing debt     
on a regular basis.                                                             

Capital expenditures in fiscal 1998 reached a record $31.8 million, up $3.0     
million from the previous record level set only last year.  Capital             
expenditures were made for expansion and facility improvements, replacement     
and upgrading of school laboratories and for teaching and administrative        
equipment.  Contributing to 1998's record spending were the construction of     
a new DeVry Institute in Fremont (San Francisco), California, and the start     
of renovations for the new DeVry Institute in Long Island City, New York,       
both of which are a part of the Company's expansion plan for 1999.  Capital     
expenditures in fiscal 1999 are not expected to decline from the record         
1998 level and should remain significantly above the level of previous          
years, as construction is completed in New York but begins at the DeVry         
Institute campus expansion in Chicago and at the new campus to be built in      
West Hills (Los Angeles), California.  These new and expanded DeVry             
Institute campuses, as well as further expansion of Keller Graduate School      
and Becker into new operating sites will continue to require substantial        
capital spending in the coming year.  Cash generated from operations and        
existing cash resources have been sufficient to meet capital requirements       
in the past and, with the Company's revolving line of credit, are               
anticipated to be sufficient to cover expansion plans in the future.            

In April 1997, the Company completed an offering of 2.4 million additional      
shares of its common stock.  Net proceeds of the offering were                  
approximately $23.6 million, of which $23.0 million was used to repay           
indebtedness under the Company's revolving line of credit.                      

In March 1998, the Company and its banks renegotiated the Company's 1996        
revolving term loan agreement, extending its term to August 1, 2000, and        
expanding the range of acquisitions or investments within the terms of the      
agreement.  At June 30, 1998, approximately $11.4 million of the revolving      
line had been utilized in the form of borrowings and letters of credit, a       
reduction of approximately $23.0 million from the level of borrowing one        

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year earlier.  Included in these borrowings is a $2.0 million ($CDN) letter     
of credit posted with the Ontario Ministry of Education and Training in         
conjunction with the conditional reinstatement of financial aid processing      
at the Company's Toronto-area campuses.  Future borrowings and/or               
repayments will be based on the Company's seasonal cash flow cycle and          
payment requirements for capital spending and possible future acquisitions.     

Effective October 1, 1997, the Company's bank borrowing interest rate was       
reduced to a floating rate of LIBOR plus 0.35% or prime, at the Company's       
option, and has remained at that level based on maintaining certain             
financial ratios.  At the present time, the Company does not have an            
interest rate swap or other form of protection against increases in the         
floating rate but does fix the interval of interest rate adjustment on most     
of its borrowings for periods of six months or less to eliminate some of        
the possible variability in rates.  The Company periodically evaluates its      
need for additional protection in light of projected changes in interest        
rate and borrowing levels.                                                      

The Company believes that current balances of unrestricted cash, cash           
generated from operations and, if needed, the revolving loan facility will      
be sufficient to fund its operations for the foreseeable future.                

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ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            
The following financial statements of the Company and its subsidiaries are      
included below on pages 61 through 83 of this report:                           

                                                             10K
                                                             Report Page
Consolidated Balance Sheets at                                        
June 30, 1998 and 1997                                          61-62 

Consolidated Statements of Income for the                             
years ended June 30, 1998, 1997 and 1996                         63   

Consolidated Statements of Cash Flows for                             
the years ended June 30, 1998, 1997 and 1996                     64   

Consolidated Statements of Shareholders'                              
Equity for the years ended June 30, 1998,                             
1997 and 1996                                                    65   

Notes to Consolidated Financial Statements                      66-82 

Report of Independent Accountants                                83   

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                                                                · Download Table
                               DEVRY INC.                               
                      CONSOLIDATED BALANCE SHEETS                       
                        (Dollars in Thousands)                          



                                                          June 30,      
                                                     1998        1997   
                                                   ---------   ---------
                                                                        
ASSETS:                                                                 

   Current Assets:                                                      

      Cash and Cash Equivalents                   $  31,881   $  38,865 
      Restricted Cash                                16,875      12,104 
      Accounts Receivable, Net                       11,878      12,322 
      Inventories                                     5,218       4,549 
      Prepaid Expenses and Other                      3,868       4,625 
                                                    -------     ------- 
         Total Current Assets                        69,720      72,465 
                                                    -------     ------- 
   Land, Buildings and Equipment:                                       

      Land                                           35,142      34,348 
      Buildings                                      62,371      50,906 
      Equipment                                      73,039      63,609 
      Construction In Progress                        2,541          91 
                                                    -------     ------- 
                                                    173,093     148,954 

      Accumulated Depreciation                      (64,988)    (58,266)
                                                    -------     ------- 
         Land, Buildings and Equipment, Net         108,105      90,688 
                                                    -------     ------- 
   Other Assets:                                                        

      Intangible Assets, Net                         37,908      37,770 
      Perkins Program Fund, Net                       6,660       6,075 
      Other Assets                                    1,499       1,654 
                                                    -------     ------- 
         Total Other Assets                          46,067      45,499 
                                                    -------     ------- 
   TOTAL ASSETS                                   $ 223,892   $ 208,652 
                                                    =======     ======= 


The accompanying notes are an integral part of these consolidated               
financial statements.                                                           

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                               DEVRY INC.                               
                      CONSOLIDATED BALANCE SHEETS                       
                        (Dollars in Thousands)                          


                                                          June 30,      
                                                     1998        1997   
                                                   ---------   ---------
                                                                        
LIABILITIES:                                                            

   Current Liabilities:                                                 

      Accounts Payable                            $  24,116   $  22,301 
      Accrued Salaries, Wages and Benefits           18,422      16,077 
      Accrued Expenses                                8,504       7,620 
      Advance Tuition Payments                        9,202       6,594 
      Deferred Tuition Revenue                        5,735       5,701 
                                                    -------     ------- 
         Total Current Liabilities                   65,979      58,293 
                                                    -------     ------- 
   Other Liabilities:                                                   

      Revolving Loan                                 10,000      33,000 
      Deferred Income Tax Liability                   3,612       5,009 
      Deferred Rent and Other                         8,045       7,080 
                                                    -------     ------- 
         Total Other Liabilities                     21,657      45,089 
                                                    -------     ------- 
   TOTAL LIABILITIES                                 87,636     103,382 
                                                    -------     ------- 
COMMITMENTS & CONTINGENCIES  (Note 8)                                   

SHAREHOLDERS' EQUITY:                                                   

   Common Stock, $0.01 par value, 75,000,000                            
      Shares Authorized,69,305,070 and                                  
      69,008,428 Shares Outstanding                                     
      at June 30, 1998 and 1997, Respectively           693         690 
   Additional Paid-in Capital                        60,608      60,482 
   Retained Earnings                                 74,385      43,661 
   Foreign Currency Translation Adjustment              570         437 
                                                    -------     ------- 
   TOTAL SHAREHOLDERS' EQUITY                       136,256     105,270 
                                                    -------     ------- 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY        $ 223,892   $ 208,652 
                                                    =======     ======= 


The accompanying notes are an integral part of these consolidated               
financial statements.                                                           

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                               DEVRY INC.                               
                  CONSOLIDATED  STATEMENTS  OF  INCOME                  
           (Dollars in Thousands Except for Per Share Amounts)          


                                               For The Year Ended       
                                                    June 30,            
                                        --------------------------------
                                          1998        1997        1996  
                                        --------    --------    --------
                                                                        
REVENUES:                                                               

   Tuition                             $321,029    $280,774    $236,607 
   Other Educational                     30,877      26,558      22,341 
   Interest                               1,565         987       1,059 
                                        -------     -------     ------- 
      Total Revenues                    353,471     308,319     260,007 
                                        -------     -------     ------- 
COSTS AND EXPENSES:                                                     

   Cost of Educational Services         198,273     178,135     155,254 
   Student Services and                                                 
    Administrative Expense              103,802      87,480      70,992 
   Interest Expense                         913       2,848       1,063 
                                        -------     -------     ------- 
      Total Costs and Expenses          302,988     268,463     227,309 
                                        -------     -------     ------- 
Income Before Income Taxes               50,483      39,856      32,698 

Income Tax Provision                     19,759      15,670      13,453 
                                        -------     -------     ------- 
NET INCOME                             $ 30,724    $ 24,186    $ 19,245 
                                        =======     =======     ======= 

EARNINGS PER COMMON SHARE                                               
      Basic                               $0.44       $0.36       $0.29 
                                        =======     =======     ======= 
      Diluted                             $0.44       $0.35       $0.29 
                                        =======     =======     ======= 


The accompanying notes are an integral part of these consolidated               
financial statements.                                                           

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                                DEVRY INC.                                   
                  CONSOLIDATED STATEMENTS OF CASH FLOWS                      
                         (Dollars in Thousands)                              


                                                  For The Year Ended June 30,
                                                    1998     1997     1996   
                                                  -------- -------- -------- 
                                                                             
CASH FLOWS FROM OPERATING ACTIVITIES:                                        
  Net Income                                      $30,724  $24,186  $19,245  
  Adjustments to Reconcile Net Income to Net                                 
    Cash Provided by Operating Activities:                                   

     Depreciation                                  12,397    9,676    7,516  
     Amortization                                   1,590    1,586       63  
     Provision for Refunds and                                               
      Uncollectible Accounts                       15,984   16,786   16,130  
     Deferred Income Taxes                         (1,007)   1,978     (456) 
     Loss (Gain) on Disposals of Land,                                       
      Buildings and Equipment                         331     (116)      19  
     Changes in Assets and Liabilities:                                      
         Restricted Cash                           (4,771)   4,486    3,589  
         Accounts Receivable                      (15,375) (19,257) (18,645) 
         Inventories                                 (669)  (1,259)     263  
         Prepaid Expenses And Other                (1,299)  (1,746)    (118) 
         Perkins Program Fund Contribution                                   
          and Other                                   342      274   (1,188) 
         Accounts Payable                           1,815    3,442    3,210  
         Accrued Salaries, Wages,                                            
          Expenses and Benefits                     4,895    1,322    6,239  
         Advance Tuition Payments                   2,608   (1,023)  (7,340) 
         Deferred Tuition Revenue                      34    2,092     (159) 
                                                   ------   ------   ------  
  NET CASH PROVIDED BY OPERATING ACTIVITIES        47,599   42,427   28,368  
                                                   ------   ------   ------  
CASH FLOWS FROM INVESTING ACTIVITIES:                                        
  Capital Expenditures                            (31,845) (28,807) (18,352) 
  Acquisition of Net Assets (Note 2):                                        
     Payment for Purchase of Operating                                       
      Assets, Net of Cash Acquired                      -        -  (16,930) 
     Payment for Purchase of                                                 
      Intellectual Property                             -        -  (17,935) 
                                                   ------   ------   ------  
  NET CASH USED IN INVESTING ACTIVITIES           (31,845) (28,807) (53,217) 
                                                   ------   ------   ------  
CASH FLOWS FROM FINANCING ACTIVITIES:                                        
  Proceeds From Exercise of Stock Options             129      217       84  
  Net Proceeds from Common Stock Offering               -   23,583        -  
  Proceeds From Revolving Credit Facility           6,000   15,000   46,500  
  Repayments Under Revolving Credit Facility      (29,000) (43,500) (18,029) 
                                                   ------   ------   ------  
  NET CASH (USED IN) PROVIDED BY                                             
   FINANCING ACTIVITIES                           (22,871)  (4,700)  28,555  

Effects of Exchange Rate Differences                  133       (3)     (10) 
                                                   ------   ------   ------  
NET(DECREASE)INCREASE IN CASH AND CASH EQUIVALENTS (6,984)   8,917    3,696  

Cash and Cash Equivalents at Beginning                                       
 of Year                                           38,865   29,948   26,252  
                                                   ------   ------   ------  
Cash and Cash Equivalents at End of Year          $31,881  $38,865  $29,948  
                                                   ======   ======   ======  
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                             
  Interest Paid During the Year                      $967   $2,893   $1,429  
  Income Taxes Paid During the Year                18,940   16,778   13,902  


The accompanying notes are an integral part of these consolidated               
financial statements.                                                           

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                                DEVRY INC.                              
          CONSOLIDATED  STATEMENTS  OF  SHAREHOLDERS'  EQUITY           
                         (Dollars in Thousands)                         


                                             For The Year Ended June 30,
                                             ---------------------------
                                               1998      1997     1996  
                                             --------- -------- --------
                                                                        
Common Stock:                                                           

 Beginning of year                          $     690 $    666 $    666 
 Proceeds from public offering                     -        24        - 
 Proceeds from exercise of stock options            3        -        - 
                                             --------- -------- --------
 End of year                                      693      690      666 
                                             ========= ======== ========
Additional Paid-In Capital:                                             

 Beginning of year                             60,482   36,694   36,610 
 Proceeds from public offering                     -    23,571        - 
 Proceeds from exercise of stock options          126      217       84 
                                             --------- -------- --------
 End of year                                   60,608   60,482   36,694 
                                             ========= ======== ========
Retained Earnings (Accumulated Deficit):                                

 Beginning of year                             43,661   19,487      242 
 Net income per accompanying statement         30,724   24,186   19,245 
 Effect of Stock Split on proceeds from                                 
      public offering                              -       (12)       - 
                                             --------- -------- --------
 End of year                                   74,385   43,661   19,487 
                                             ========= ======== ========
Foreign Currency Translation Adjustment:                                

 Beginning of year                                437      440      450 
 Translation adjustment                           133       (3)     (10)
                                             --------- -------- --------
 End of year                                      570      437      440 
                                             ========= ======== ========
TOTAL SHAREHOLDERS' EQUITY, END OF YEAR     $ 136,256 $105,270 $ 57,287 
                                             ========= ======== ========


The accompanying notes are an integral part of these consolidated               
financial statements.                                                           

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DEVRY INC.      
Notes to Consolidated Financial Statements      
June 30, 1998       

NOTE  1:   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES                       

Nature of Operations                                                            
DeVry Inc. (the Company), through its wholly owned subsidiaries,                
operates an international system of degree-granting, career-oriented            
higher-education schools and a leading international training firm.             
Keller Graduate School of Management, Inc. (KGSM), is  one of the               
largest regionally accredited higher-education systems in North                 
America.  Its DeVry Institutes award associate and bachelor's                   
degrees in electronics, computer information systems, business                  
administration, accounting, technical management and                            
telecommunications management.  Until June 1998, the DeVry                      
Institutes were located on 11 campuses in the United States and four            
campuses in Canada. A twelfth U.S. campus was opened in July 1998               
and a thirteenth is scheduled to open in November 1998.  In July 1998,          
one of the Canadian Institutes in the Toronto area consolidated                 
its operations into the two newer campuses in that area.                        
Keller Graduate School of Management awards master's degrees in business        
administration, accounting and financial management, information systems        
management, human resource management, project management and                   
telecommunications management.  Keller Graduate School classes are offered      
at 26 locations in Illinois, Indiana, California, Missouri, Georgia, Wisconsin, 
Arizona and Virginia.  Several additional locations are scheduled to            
open in fiscal 1999.  Through its Center for Corporate Education division,      
Keller Graduate School offers on-site management and technical training         
programs for larger corporations and government agencies.  Becker CPA Review    
(Becker CPA) is the leading  international training firm preparing students     
to pass the Certified Public Accountant (CPA) examination. Currently, the       
CPA exam review course is offered at approximately 160 locations in the         
United States as well as at 29 international locations.  Becker CPA             
also offers a Certified Management Accountant (CMA) examination                 
review course in the United States.                                             

Principles of Consolidation                                                     
The consolidated financial statements include the accounts of the               
Company and its wholly owned subsidiaries.  All intercompany                    
balances and transactions have been eliminated in consolidation.                
Becker CPA accounts are consolidated based on an April 30 fiscal                
year end, which is its natural year end based on its business cycle.            
There were no events occurring at Becker CPA during the intervening             
period before June 30, that materially affected the financial                   
position or results of operations of the Company.  Unless indicated,            
or the context requires otherwise, references to years refer to the             
Company's fiscal years then ended.                                              

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)                  

Cash and Cash Equivalents                                                       
Cash and cash equivalents can include time deposits, commercial paper,          
municipal bonds and bankers acceptances with maturities of three                
months or less or that are highly liquid and readily convertible to             
a known amount of cash.  These investments are stated at cost, which            
approximates market, due to their short duration or liquid nature.              
The Company limits the amount of credit exposure with any one                   
investment instrument or with any one financial institution.  The               
Company evaluates the credit worthiness of the security issuers and             
financial institutions with which it invests.                                   

Financial Aid and Restricted Cash                                               
Financial aid and assistance programs, in which most of the                     
Company's students participate, are subject to political and                    
governmental budgetary considerations.  There is no assurance that              
such funding will be maintained at current levels.  Extensive and               
complex regulations in the United States and Canada govern all of the           
government financial assistance programs in which the Company's                 
students participate.  The Company's administration of these                    
programs is periodically reviewed by various regulatory agencies.               
Any regulatory violation could be the basis for disciplinary action,            
including the initiation of a suspension, limitation or termination             
proceeding against the Company.                                                 

A significant portion of revenues is provided by students who                   
participate in government financial aid and assistance programs.                
Restricted cash represents amounts received from the United States and state    
governments under various student aid grant and loan programs.  The             
cash is held in separate bank accounts and does not become available            
for general use by the Company until the financial aid is credited              
to the accounts of students and the cash is transferred to an                   
operating cash account.                                                         

Revenue Recognition                                                             
Tuition revenue and provisions for refunds and uncollectible                    
accounts are recognized ratably over each of the academic terms in a            
fiscal year. The provisions for refunds and uncollectible accounts              
are included in the cost of educational services in the Consolidated            
Statements of Income.  Related reserves are $4,720,000 and                      
$5,956,000 at June 30, 1998 and 1997, respectively.  Textbook sales             
and other educational revenues are recognized when they occur.                  
Revenue from training services is recognized when the training is               
provided.                                                                       

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)                  

Inventories                                                                     
Inventories consist mainly of textbooks, electronics kits and                   
supplies held for sale to students enrolled in the Company's educational        
programs.  Inventories are valued at the lower of cost (first-in,               
first-out) or market.                                                           

Land, Buildings and Equipment                                                   
Land, buildings and equipment are recorded at cost. Cost includes               
additions and those improvements that increase the capacity or                  
lengthen the useful lives of the assets.  Repairs and maintenance               
costs are expensed as incurred.  Interest is capitalized as a                   
component of cost on major projects during the construction period.             
No interest was capitalized for the years ended June 30, 1998 and               
1997.  The amount of interest capitalized for the year ended                    
June 30, 1996, was $314,000. Assets under construction are reflected in         
construction in progress until they are ready for their intended use.           

Depreciation is computed using the straight line method over                    
estimated service lives ranging from three to 31 years.                         

Intangible Assets                                                               
Intangible assets relate mainly to the acquired business operations of          
DeVry Institutes and Becker CPA (Note 2).  These assets consist of              
the purchase prices allocated to the estimated fair value of certain            
assets acquired (Note 3).  Accumulated amortization is computed                 
using the straight line method over the assets' estimated useful                
lives of 25 to 40 years.                                                        

The Company expenses all marketing and new school opening costs as              
incurred.                                                                       

Perkins Program Fund                                                            
The Company makes contributions to the Perkins Student Loan Fund at             
a rate equal to 33% of that contributed by the federal government.              
As previous borrowers repay their Perkins loans, their payments are             
used to fund new loans, thus creating a permanent revolving loan                
fund.  The Company carries its investment in such contributions at              
original values net of allowances for losses on loan collections of             
$1,879,000 and $1,714,000 at June 30, 1998 and 1997, respectively.              

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)                  

Fair Value of Financial Instruments                                             
The carrying amount reported in the Consolidated Balance Sheets for             
cash and cash equivalents, restricted cash, accounts receivable,                
accounts payable, accrued expenses and advanced and deferred                    
tuition payments approximate fair value because of the immediate or             
short-term maturity of these financial instruments.  The carrying               
amount reported for borrowings under the revolving loan agreement               
approximates fair value because the underlying instruments are                  
variable-rate notes.                                                            

Foreign Currency Translation                                                    
The financial position and results of operations of the Company's               
foreign subsidiary and other foreign operations are measured using              
local currencies as the functional currencies.  Assets and                      
liabilities of the foreign subsidiary and other foreign operations              
are translated to U.S. dollars using exchange rates in effect at the            
balance sheet dates.  Income and expense items are translated at                
monthly average rates of exchange. The resultant translation                    
adjustments are included in the component of shareholders' equity               
designated as Foreign Currency Translation Adjustment.  Transaction             
gains or losses during the years ended June 30, 1998, 1997 and 1996,            
were insignificant.                                                             

Income Taxes                                                                    
Income taxes are provided by applying statutory rates to income                 
recognized for financial statement purposes. Deferred income taxes              
are provided for revenue and expense items that are recognized in               
different accounting periods for financial reporting purposes than those        
for income tax purposes.  Effects of statutory rate changes are                 
recognized for financial reporting purposes in the year in which                
enacted by law.                                                                 

Earnings Per Common Share                                                       
The Company adopted the Financial Accounting Standards Board (FASB)             
Statement No. 128 "Earnings Per Share" ("SFAS 128"), in the second              
quarter of fiscal 1998.  All prior period earnings per share data has           
been restated to conform with the provisions of SFAS 128.  Under this           
statement, basic earnings per share is computed by dividing net income by       
the weighted average number of common shares outstanding during the             
period after giving retroactive effect to stock splits (Note 7).  Shares        
used in this computation were 69,139,000, 67,135,000 and 66,474,000 in 1998,    
1997 and 1996, respectively.  Diluted earnings per share is computed by         
dividing net income by the weighted average number of shares assuming dilution. 
Dilutive shares reflect the additional shares that would be outstanding if      
dilutive stock options were exercised during the period.  Shares used in this   
computation, after giving retroactive effect to stock splits (Note 7), were     
70,144,000, 68,170,000 and 67,322,000 in 1998, 1997 and 1996, respectively.     

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)                  

Use of Estimates                                                                
The preparation of financial statements in conformity with generally            
accepted accounting principles requires management to make estimates            
and assumptions that affect the reported amounts of assets and                  
liabilities and disclosure of contingent assets and liabilities at              
the date of the financial statements and the amounts of revenues and            
expenses during the reported period.  Actual results could differ               
from those estimates.                                                           

Stock-based Compensation                                                        
The Company has elected to continue to account for its stock-based              
awards in accordance with Accounting Principles Board Opinion No. 25            
"Accounting for Stock Issued to Employees" ("APB Opinion No. 25")               
and has provided the pro forma disclosures as required by FASB Statement        
of Financial Accounting Standards No. 123, "Accounting for Stock Based          
Compensation" ("SFAS 123"),for the years ended June 30, 1998, 1997              
and 1996, in Note 7.                                                            

Recent Accounting Pronouncements                                                
in June 1997, the FASB issued Statement of Financial Accounting Standards       
No. 130 "Reporting Comprehensive Income" ("SFAS 130").  SFAS 130, which is      
Effective for the Company's first quarter of fiscal 1999, establishes           
standards for reporting and display of comprehensive income and its             
components in the financial statements.  The Company has evaluated the          
reporting requirements of SFAS 130 and believes that its adoption will not      
have a material impact on the Company's consolidated results of operations,     
financial position and cash flows.                                              

In June 1997, the FASB issued Statement of Financial Accounting Standards       
No. 131 "Disclosures about Segments of an Enterprise and Related Information"   
("SFAS 131").  SFAS 131, which is effective for the year ending June 30,        
1999, establishes standards for the way that public business enterprises        
report information about operating segments.  It also establishes               
standards for related disclosures about products and services,                  
geographic areas and major customers.  The Company is evaluating the            
disclosure requirements of SFAS 131 and believes that its adoption              
will not have a material impact on the Company's future reported results.       

Reclassifications                                                               
Certain previously reported amounts have been reclassified to                   
conform to the current presentation format.                                     

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NOTE 2: ACQUISITION                                                             

On June 19, 1996, a newly formed, wholly owned subsidiary of the                
Company acquired substantially all of the tangible operating                    
assets and trade names and assumed certain liabilities of Becker                
CPA for $18,458,000 in cash.  On this same date, another newly                  
formed, wholly owned subsidiary of the Company acquired certain                 
copyrights, other intellectual property and publicity rights of                 
Becker CPA for $17,935,000 in cash.  Becker CPA is the leading                  
international training firm preparing students to pass the                      
nationally administered CPA exam, and it also offers a CMA exam                 
review course.  Funding for the acquisitions was obtained through               
borrowings under the Company's revolving credit facility (Note 5).              

The acquisitions have been accounted for under the purchase method              
of accounting.  Accordingly, the purchase prices were allocated to              
the tangible and identifiable intangible assets acquired and                    
liabilities assumed based on their estimated fair values. The                   
intangible assets are being amortized using the straight line method            
over a 25-year period for financial reporting purposes and are being            
deducted for tax reporting purposes over shorter statutory lives.               

The following unaudited pro forma financial information presents the            
results of operations of the Company and the acquired Becker CPA                
business as if the acquisitions had occurred at the beginning of that           
fiscal year.  The pro forma information is based on historical                  
results of operations and does not necessarily reflect the actual               
results that would have occurred, nor is it necessarily indicative of           
future results of operations of the combined enterprises (dollars               
in thousands except for per share amounts):                                     

              1996
           (Unaudited)
            ----------
Net Sales                         $279,938                      
Net Income                          19,375                      
Earnings Per Common Share            $0.29                      

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NOTE 3: INTANGIBLE  ASSETS                                                      

Intangible assets that were not fully amortized at June 30 consist              
of the following:                                                               

                            1998            1997
                             -----------     -----------
Trademarks                                $2,521,000      $2,521,000            
Trade Names                               17,465,000      17,465,000            
Intellectual Property                     17,425,000      17,425,000            
Other                                      4,178,000       2,478,000            
                             -----------     -----------
                              41,589,000      39,889,000
Accumulated Amortization                  (3,681,000)     (2,119,000)           
                             -----------     -----------
                             $37,908,000     $37,770,000
                             ===========     ===========

NOTE 4: INCOME TAXES                                                            

The components of income (loss) before income taxes are as follows:             

                                                                · Download Table

                                  For the Year Ended June 30,       
                            --------------------------------------- 
                                1998          1997          1996    
                            --------------------------------------- 
                                                                    
U.S.                        $56,091,000   $44,731,000   $35,645,000 
Foreign                      (5,608,000)   (4,875,000)   (2,947,000)
                            --------------------------------------- 
Total                       $50,483,000   $39,856,000   $32,698,000 
                            ======================================= 


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NOTE 4:  INCOME TAXES (continued)                                               

The net income tax provisions (benefits) related to the above                   
results are as follows:                                                         

                                                                · Download Table

                                      For the Year Ended June 30,       
                                --------------------------------------- 
                                   1998          1997          1996     
                                --------------------------------------- 
                                                                        
Current Tax Provision:                                                  
    U.S. Federal                $17,643,000   $12,575,000   $11,968,000 
    State and Local               3,123,000     2,412,000     2,717,000 
    Foreign                         -          (1,295,000)     (776,000)
                                --------------------------------------- 
       Total Current             20,766,000    13,692,000    13,909,000 
Deferred Tax Provision:                                                 
    U.S. Federal                  1,038,000     1,982,000      (214,000)
    State and Local                 198,000       455,000       (44,000)
    Foreign                      (2,243,000)     (459,000)     (198,000)
                                --------------------------------------- 
       Total Deferred            (1,007,000)    1,978,000      (456,000)
                                --------------------------------------- 
Net Income Tax Provision        $19,759,000   $15,670,000   $13,453,000 
                                ======================================= 

The income tax provisions differ from those computed using the                  
statutory rate as a result of the following items:                              

                                                        · Enlarge/Download Table

                                            For the Year Ended June 30,                    
                        ------------------------------------------------------------------ 
                               1998                    1997                   1996         
                        ------------------------------------------------------------------ 
                                                                                           
Expected Provision      $17,669,000   35.0%     $13,950,000   35.0%    $11,444,000   35.0% 
(Higher) Lower Rates                                                                       
 on Foreign Operations     (262,000)  (0.5%)        (48,000)  (0.1%)      (312,000)  (1.0%)
State Income Taxes        2,108,000    4.1%       1,864,000    4.7%      1,767,000    5.4% 
Other                       244,000    0.5%         (96,000)  (0.3%)       554,000    1.7% 
                        ------------------------------------------------------------------ 
Income Tax Provision    $19,759,000   39.1%     $15,670,000    39.3%   $13,453,000   41.1% 
                        ================================================================== 


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NOTE 4:  INCOME TAXES (continued)                                               

Deferred income tax assets (liabilities) result primarily from the              
recognition of the tax benefits of net operating loss carryforwards             
and from temporary differences in the recognition of various expenses           
for tax and financial statement purposes.  These assets and                     
liabilities are composed of the following:                                      

                                                                · Download Table

                                       For the Year Ended June 30,      
                                 -------------------------------------- 
                                    1998          1997          1996    
                                 -------------------------------------- 
                                                                        
Loss Carryforwards               $1,476,000    $      -      $      -   
Employee Benefits                 1,734,000     1,785,000     1,207,000 
Rental and Occupancy                362,000       607,000       762,000 
Receivable Reserves and                                                 
 Other                            2,170,000     2,472,000     2,953,000 
                                 -------------------------------------- 
Gross Deferred Tax Assets         5,742,000     4,864,000     4,922,000 

Depreciation and Other           (5,356,000)   (5,419,000)   (4,837,000)
Amortization                     (2,448,000)   (2,514,000)   (1,176,000)
                                 -------------------------------------- 
Gross Deferred Tax                                                      
 Liabilities                     (7,804,000)   (7,933,000)   (6,013,000)
                                 -------------------------------------- 
    Net Deferred Taxes          ($2,062,000)  ($3,069,000)  ($1,091,000)
                                 ====================================== 

Based on the Company's history of operating earnings and its                    
expectations for the future, management believes that operating                 
income will be sufficient to recognize fully all deferred tax assets.           

Deferred income tax provisions (benefits) result primarily from                 
temporary differences in the recognition of various expenses for tax            
and financial statement purposes.  The sources and tax effects of               
these differences are as follows:                                               

                                                                · Download Table

                                      For the Year Ended June 30,       
                                --------------------------------------- 
                                    1998          1997          1996    
                                --------------------------------------- 
                                                                        
Realization of Operating                                                
  Loss Carryforwards            ($1,476,000)   $       -       $829,000 
Excess (Tax) Book                                                       
  Depreciation and                                                      
  Amortization                     (129,000)    1,920,000       266,000 
Excess of Amounts Expensed                                              
  for (Book) Tax Purposes                                               
  Over Amounts Deductible                                               
  for Book (Tax) Purposes           598,000        58,000    (1,603,000)
Other, Net                               -             -         52,000 
                                 -------------------------------------- 
Deferred Tax Provision          ($1,007,000)   $1,978,000     ($456,000)
                                 ====================================== 


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NOTE 5: REVOLVING  LOAN  AGREEMENT                                              

All of the Company's borrowings and letters of credit under its                 
revolving loan agreement are through KGSM. This agreement consists              
of a revolving credit facility in an aggregate amount not to exceed             
$85,000,000. This agreement was amended in June 1997 to permit                  
increased annual capital expenditures in conjunction with the Company's         
expansion plans.  The agreement was amended again in March 1998 to extend       
its term and expand the range of acquisitions or investments within             
the terms of the agreement.  All borrowings and letters of credit               
under the revolving loan agreement mature in August 2000,                       
and no installment payments are required. Outstanding                           
borrowings under the revolving loan agreement are $10,000,000                   
and $33,000,000 at June 30, 1998 and 1997, respectively. There                  
is also a $1,400,000 letter of credit outstanding under this                    
agreement at June 30, 1998 and 1997. Outstanding borrowings                     
under the revolving loan agreement bear interest, payable quarterly,            
at either the prime rate or a Eurodollar rate plus 0.35%, at the                
option of the Company.  Outstanding letters of credit under the                 
revolving loan agreement are charged an annual fee equal to 0.35% of            
the undrawn face amount of the letter of credit, payable quarterly.             
The effective interest rate on outstanding borrowings at June 30, 1998,         
was 7.5%.                                                                       

The bank financing agreement contains certain covenants that, among             
other things, limit annual capital expenditures and require                     
maintenance of certain financial ratios as defined in the agreement.            
None of these covenants negatively impacts the Company's liquidity              
or capital resources.                                                           

NOTE 6:  EMPLOYEE BENEFIT PLANS                                                 

Profit Sharing Retirement Plan                                                  
All employees who meet certain eligibility requirements can                     
participate in the Company's 401(k) Profit Sharing Retirement Plan.             
The Company contributes to the plan an amount up to 1.5% of the                 
total eligible compensation of employees who make contributions under           
the plan.  Matching contributions under the plan were approximately             
$1,194,000, $1,115,000 and $791,000 in 1998, 1997 and 1996,                     
respectively. In addition, the Company's board of directors may also            
make discretionary contributions for the benefit of all eligible                
employees.  Provisions for discretionary contributions under the plan           
were approximately $2,162,000, $2,165,000 and $1,898,000 in 1998,               
1997 and 1996, respectively.                                                    

Employee Stock Purchase Plan                                                    
Under provisions of the DeVry Employee Stock Purchase Plan, any                 
eligible employee may authorize the Company to withhold up to $25,000           
of annual earnings to purchase common stock of the Company on the               
open market at 100% of the prevailing market price.  The Company pays           
all brokerage commissions and administrative fees associated with the           
Plan.  These expenses were insignificant for the years ended June 30,           
1998, 1997 and 1996.                                                            

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NOTE 7: SHAREHOLDERS' EQUITY                                                    

Stock Splits                                                                    
On December 18, 1996, and again on June 19, 1998, the Company's                 
common stock was split two-for-one in the form of 100% stock                    
dividends.  The par value of the additional shares arising from both            
splits has been reclassified from retained earnings to common stock.            
In addition, all references in the financial statements to the                  
number of shares outstanding, per share amounts, stock option data              
and market prices of the Company's common stock have been restated              
to reflect both stock splits as though they had occurred at the                 
beginning of the initial period presented.                                      

Stock Offering                                                                  
In April 1997, the Company and certain shareholders completed an                
offering of the Company's common stock.  In this offering, the                  
Company sold 2,400,000 shares of its common stock.  The Company's               
proceeds of the offering, net of underwriting discounts and                     
commissions and other related expenses, were approximately                      
$23,580,000.  Substantially all the net proceeds were used to                   
repay indebtedness.  The Company did not receive any proceeds                   
from the sale of shares by the selling shareholders.                            

Stock Option Plans                                                              
The Company maintains three stock-based award plans: the Amended                
and Restated Stock Incentive Plan, established in 1988, the 1991                
Stock Incentive Plan and the 1994 Stock Incentive Plan.  Under                  
these Plans, directors, key executives and managerial employees                 
are eligible to receive incentive stock or nonqualified options                 
to purchase shares of the Company's common stock.  The Amended                  
and Restated Stock Incentive Plan and the 1994 Stock Incentive                  
Plan are administered by a Plan Committee of the board of                       
directors.  Plan Committee members are granted automatic,                       
nondiscretionary annual options.  The 1991 Stock Incentive Plan                 
is administered by the board of directors.  Options under all                   
three Plans are granted for terms of up to 10 years and vest over               
periods of one to five years.  The option price under the Plans                 
is the fair market value of the shares on the date of the grant.                

At June 30, 1998, 2,690,380 authorized but unissued shares of                   
common stock were reserved for issuance under the Company's stock               
option plans.                                                                   

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NOTE 7: SHAREHOLDERS' EQUITY (continued)                                        

A summary of activity under the stock option plans is as follows:               

                                                                · Download Table

                                                        Options Outstanding   
                                                     -------------------------
                                                                     Weighted 
                                           Shares                     Average 
                                         Available     Number        Exercise 
                                         for Grant   Outstanding       Price  
                                        ------------------------     ---------
                                                                              
Balance at June 30, 1995                  1,925,600    1,234,400         $2.49
 Options Granted                           (264,200)     264,200         $5.48
 Options Exercised                              -        (32,960)        $2.57
 Options Canceled                            42,600      (42,600)        $3.79
                                          ----------------------              
Balance at June 30, 1996                  1,704,000    1,423,040         $3.01
 Options Granted                           (313,000)     313,000        $11.54
 Options Exercised                              -       (121,500)        $1.79
 Options Canceled                            29,600      (29,600)        $5.95
                                          ----------------------              
Balance at June 30, 1997                  1,420,600    1,584,940         $4.73
 Options Granted                           (284,600)     284,600        $14.53
 Options Exercised                              -       (315,160)        $1.36
 Options Canceled                             9,240       (9,240)        $9.45
                                          ----------------------              
Balance at June 30, 1998                  1,145,240    1,545,140         $7.19
                                          ======================              

A summary of outstanding and exercisable stock options as of                    
June 30, 1998, is as follows:                                                   

                                                                · Download Table

                       Options Outstanding              Options Exercisable  
                -----------------------------------    ----------------------
                               Weighted                                      
                                Average     Weighted                 Weighted
  Range of                     Remaining    Average                   Average
  Exercise      Number of     Contractual   Exercise   Number of     Exercise
   Prices        Shares          Life        Price      Shares         Price 
-----------------------------------------------------------------------------
                                                                             
$0.88-3.69        722,580         5.49       $3.10      553,460         $3.05

$5.06-6.28        240,400         7.14       $5.48       99,600         $5.50

$11.19-14.59      578,660         8.65      $12.96       64,960        $11.55

$16.19-19.31        3,500         9.80      $17.97           -             - 
                -------------------------------------------------------------
                1,545,140         6.94       $7.19      718,020         $4.16
                =============================================================


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NOTE 7: SHAREHOLDERS' EQUITY (continued)                                        

Pro Forma Disclosure                                                            
As permitted under SFAS 123, the Company has elected to continue                
to follow APB Opinion No. 25 in accounting for stock-based                      
awards. Under APB Opinion No. 25, the Company generally                         
recognizes no compensation expense with respect to such awards,                 
since the exercise price of the common stock options awarded are                
equal to the fair market value of the underlying security on the                
date of the grant.                                                              

Pro forma information regarding net income and earnings per share               
is required by SFAS 123 for awards granted after June 30, 1995, as              
if the Company had accounted for its stock-based awards under the               
fair value method of SFAS 123.  The fair value of the Company's                 
stock-based awards was estimated as of the date of grant using                  
the Black-Scholes option pricing model. The Black-Scholes model                 
was developed to estimate the fair value of freely tradable,                    
fully transferable options without vesting restrictions, which                  
significantly differ from the Company's stock option awards.                    
This model also requires highly subjective assumptions, including               
future stock price volatility and expected time until exercise,                 
which greatly affect the calculated grant date fair value.                      

The weighted average estimated grant date fair value, as defined                
by SFAS 123, for options granted at market price under the                      
Company's stock option plans during fiscal 1998, 1997 and 1996 was              
$7.76, $6.29 and $2.95 per share, respectively.  The fair value of              
the Company's stock option awards was estimated assuming no expected            
dividends and the following weighted average assumptions:                       

                   1998        1997         1996
                   -------------------------------
Expected life (in years)          8.00        8.10         8.10               
Expected volatility              36.00%      34.59%       34.44%              
Risk-free interest rate           6.08%       6.80%        6.52%              

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NOTE 7: SHAREHOLDERS' EQUITY (continued)                                        

Had the Company recorded compensation based on the estimated                    
grant date fair value, as defined by SFAS 123 for awards granted                
under its stock option plans, the Company's net income and net                  
income per share would have been reduced to the pro forma amounts               
below for the years ended June 30, 1998, 1997 and 1996:                         

                                                                · Download Table

                                            1998        1997       1996 
                                           -------    -------    -------
                                                                        
Net income as reported                     $30,724    $24,186    $19,245
Pro forma net income                       $30,147    $23,885    $19,162

Diluted earnings per common share                                       
   as reported                               $0.44      $0.35      $0.29
Pro forma diluted earnings                                              
   per common share                          $0.43      $0.35      $0.28


The pro forma effect on net income and earnings per common share                
for 1998, 1997 and 1996 is not representative of the pro forma effect           
on net income in future years because it is not required to take into           
consideration pro forma compensation expense related to grants                  
made prior to fiscal year 1996.                                                 

NOTE 8:  COMMITMENTS AND CONTINGENCIES                                          

KGSM and Becker CPA lease certain equipment and facilities under                
non-cancelable operating leases, some of which contain renewal                  
options, escalation clauses and requirements to pay taxes,                      
insurance and maintenance costs.  Future minimum rental                         
commitments for all non-cancelable operating leases having a                    
remaining term in excess of one year at June 30, 1998, are as                   
follows:                                                                        

Year Ended                                                    
June 30,                      Amount                        
----------                   -----------                      
1999                       $13,570,000                    
2000                        14,070,000                    
2001                        15,130,000                    
2002                        15,190,000                    
2003                        13,090,000                    
Thereafter                   93,410,000                     

The Company recognizes rent expense on a straight line basis over               
the term of the lease, although the lease may include escalation                
clauses that provide for lower rent payments at the start of the                
lease term and higher lease payments at the end of the lease term.              

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NOTE 8:  COMMITMENTS AND CONTINGENCIES (continued)                              

Rent expenses for the years ended June 30, 1998, 1997 and 1996,                 
were $18,995,000, $15,990,000 and $13,879,000, respectively.                    

The Company is subject to occasional lawsuits, investigations and               
claims arising in the normal conduct of its business.   Neither                 
the Company nor any of its subsidiaries is currently a party to                 
any material legal action except those described below.                         

During 1996, the Ontario Ministry of Education and Training                     
temporarily suspended, and later conditionally reinstated, the                  
processing of financial aid applications for students attending                 
the Company's Toronto-area schools.  Full unconditional                         
reinstatement is subject to the Ministry's completion of certain                
procedures regarding verification of the Company's compliance with              
current financial aid processing regulations.                                   

In July 1996, the Company and DeVry Canada, Inc. were served with               
a purported class action lawsuit filed in Canada by a former                    
student alleging breach of contract and misrepresentation about the             
quality of DeVry Institutes' educational programs.  The                         
Company believes that the claims in the lawsuit are frivolous and               
without merit.  In July 1998, the Canadian court rejected the plaintiffs'       
motion to certify the lawsuit as a class action in the province of              
Ontario.  Although the outcome cannot be predicted with certainty, the          
Company believes that any further pursuit of this matter will not have          
a material effect on the Company's financial position, results of               
operations or liquidity.                                                        

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NOTE 9:  OPERATIONS BY GEOGRAPHIC AREA                                          

The Company operates in a single industry segment as a                          
provider of educational services.  The Company conducts its                     
educational operations in the United States, Canada, Europe,                    
the Middle East and the Pacific Rim.  International revenues                    
from each separate geographic region were less than 10% of total                
revenues.  Revenues, income before interest and taxes, and                      
identifiable assets by geographic area are as follows:                          

                                                                · Download Table

                                            For the Year Ended June 30,        
                                  -------------------------------------------- 
                                      1998            1997            1996     
                                  -------------------------------------------- 
                                                                               
Revenues:                                                                      
  Domestic Operations             $332,405,000    $287,190,000    $234,180,000 
  International Operations          21,066,000      21,129,000      25,827,000 
                                  -------------------------------------------- 
  Consolidated                    $353,471,000    $308,319,000    $260,007,000 
                                  ============================================ 
Income Before Interest                                                         
  and Taxes:                                                                   
  Domestic Operations              $56,998,000     $47,570,000     $36,708,000 
  International Operations          (5,602,000)     (4,866,000)     (2,947,000)
                                  -------------------------------------------- 
  Consolidated                     $51,396,000     $42,704,000     $33,761,000 
                                  ============================================ 
Identifiable Assets:                                                           
  Domestic Operations             $217,390,000    $201,369,000    $170,828,000 
  International Operations          $6,502,000      $7,283,000       7,261,000 
                                  -------------------------------------------- 
  Consolidated                    $223,892,000    $208,652,000    $178,089,000 
                                  ============================================ 


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NOTE 10:  QUARTERLY FINANCIAL DATA (UNAUDITED)                                  

Summarized unaudited quarterly data for the years ended June 30, 1998           
and 1997, are as follows (dollars in thousands, except for per share            
amounts):                                                                       

                                                                · Download Table


1998                                           Quarter                         
----                           -------------------------------------    Total  
                                First     Second    Third     Fourth     Year  
                               ------------------------------------------------
                                                                               
Revenues                       $80,421   $90,342   $92,854   $89,854   $353,471
Income Before Interest                                                         
 and Taxes                      10,696    13,923    14,089    12,688     51,396
Net Income                       6,279     8,347     8,437     7,661     30,724
Earnings Per Common Share                                                      
   Basic                          0.09      0.12      0.12      0.11       0.44
   Diluted                        0.09      0.12      0.12      0.11       0.44


                                                                · Download Table


1997                                           Quarter                         
----                           -------------------------------------    Total  
                                First     Second    Third     Fourth     Year  
                               ------------------------------------------------
                                                                               
Revenues                       $69,249   $81,262   $81,133   $76,675   $308,319
Income Before Interest                                                         
 and Taxes                       9,034    11,955    11,310    10,405     42,704
Net Income                       4,960     6,781     6,454     5,991     24,186
Earnings Per Common Share                                                      
   Basic                          0.07      0.10      0.10      0.09       0.36
   Diluted                        0.07      0.10      0.10      0.09       0.35


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Report of Independent Accountants     

To the Board of Directors                                                       
and Shareholders of DeVry Inc.                                                  

In our opinion, the consolidated financial statements listed in the index       
appearing under Item 14(a)(1) and (2) on page 86 present fairly, in all         
material respects, the financial position of DeVry Inc. and its                 
subsidiaries at June 30, 1998 and 1997, and the results of their operations     
and their cash flows for each of the three years in the period ended June       
30, 1998, in conformity with generally accepted accounting principles.          
These financial statements are the responsibility of the Company's              
management; our responsibility is to express an opinion on these financial      
statements based on our audits.  We conducted our audits of these               
statements in accordance with generally accepted auditing standards which       
require that we plan and perform the audit to obtain reasonable assurance       
about whether the financial statements are free of material misstatement.       
An audit includes examining, on a test basis, evidence supporting the           
amounts and disclosures in the financial statements, assessing the              
accounting principles used and significant estimates made by management,        
and evaluating the overall financial statement presentation.  We believe        
that our audits provide a reasonable basis for the opinion expressed above.     

PricewaterhouseCoopers LLP                                                      
Chicago, Illinois                                                               
August 3, 1998                                                                  

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ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND        
FINANCIAL DISCLOSURE                                                            
There were no changes in or disagreements with accountants on accounting        
and financial disclosure.                                                       

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PART III      
--------      
ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS          
Information regarding directors and nominees for directors of the Company       
is included in the definitive Proxy Statement for the Annual Meeting of         
Stockholders to be held on November 17, 1998, and is incorporated herein by     
reference.  Information regarding executive officers is included on pages       
45 through 48 in Part I of this Form 10-K.                                      

Information regarding compliance with Section 16(a) filings will be             
included in the Proxy Statement for the Annual Meeting of Stockholders to       
be held November 17, 1998, and is incorporated herein by reference.             

ITEM 11 - EXECUTIVE COMPENSATION                                                
Information regarding compensation of executive officers of the Company is      
included in the definitive Proxy Statement for the Annual Meeting of            
Stockholders to be held on November 17, 1998, and is incorporated herein by     
reference.                                                                      

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        
Information regarding security ownership of certain beneficial owners and       
management is included in the definitive Proxy Statement for the Annual         
Meeting of Stockholders to be held on November 17, 1998, and is                 
incorporated herein by reference.                                               

ITEM  13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                       
Information regarding certain relationships and related transactions is         
included in the definitive Proxy Statement for the Annual Meeting of            
Stockholders to be held on November 17, 1998, and is incorporated herein by     
reference.                                                                      

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PART  IV        
--------        
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K       

(a)  The following documents are filed as part of this report:                  

(1)  Financial  Statements                                            
The following financial statements of the Company and its subsidiaries
are included in Part II, Item 8, on pages 61 through 83 of this Form  
10-K.                                                                 

                                                   10K
                                                   Report Page
                                                   -----------
Consolidated Balance Sheets at                                        
June 30, 1998 and 1997                                     61-62      

Consolidated Statements of Income for the                             
years ended June 30, 1998, 1997 and 1996                    63        

Consolidated Statements of Cash Flows for                             
the years ended June 30, 1998, 1997 and 1996                64        

Consolidated Statements of Shareholders'                              
Equity for the years ended June 30, 1998,                             
1997 and 1996                                               65        

Notes to Consolidated Financial Statements                 66-82      

Report of Independent Accountants                           83        

(2)  Supplemental Financial Statement Schedules                       
The following supplemental schedule of the Company and its            
subsidiaries is included on page 91 of this Form 10-K.                

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                                                   10K
                                                   Report Page
                                                   -----------
II.  - Valuation and Qualifying Accounts                    91        

Schedules other than the one listed above are omitted for the reason  
that they are not required or are not applicable, or the required     
information is shown on the financial statements or notes thereto.    

(3)  Exhibits                                                         
A complete listing of exhibits is included on pages 92 through 94 of  
this Form 10-K.                                                       

(b)  Reports on Form 8-K                                                        

There were no reports on Form 8-K filed by the Company during the     
fourth quarter of its fiscal year ending June 30, 1998.               

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                                                        · Enlarge/Download Table

FIVE-YEAR SUMMARY - OPERATING, FINANCIAL AND OTHER DATA                                         
(Dollars in Thousands Except for Per Share Amounts)                                             



YEAR ENDED JUNE 30,                              1998      1997      1996      1995      1994   
------------------------------------------------------------------------------------------------
                                                                                                
OPERATING:                                                                                      
  Revenues                                     $353,471  $308,319  $260,007  $228,593  $211,437 
  Depreciation                                   12,397     9,676     7,516     6,157     6,981 
  Amortization of Intangible Assets               1,590     1,586        63        63       346 
  Earnings Before Interest and Taxes (EBIT)      51,396    42,704    33,761    28,829    25,618 
  EBIT as a Percent of Revenues                    14.5%     13.9%     13.0%     12.6%     12.1%
  Interest Expense                                  913     2,848     1,063     3,070     4,615 
  Net Income                                     30,724    24,186    19,245    14,896    12,225 
  Change from Prior Year in Net Income             27.0%     25.7%     29.2%     21.8%     29.6%
  Diluted Earnings Per Common Share (EPS)          0.44      0.35      0.29      0.22      0.18 
  Shares Used in Calculating Diluted EPS                                                        
   (In Thousands)                                70,144    68,170    67,322    66,908    66,776 
FINANCIAL POSITION:                                                                             
  Cash and Cash Equivalents                      31,881    38,865    29,948    26,252    22,704 
  Total Assets                                  223,892   208,652   178,089   126,671   106,798 
  Total Funded Debt                              10,000    33,000    61,500    33,029    43,224 
  Total Shareholders' Equity                    136,256   105,270    57,287    37,968    22,978 
OTHER SELECTED DATA:                                                                            
  Cash Provided by Operating Activities          47,599    42,427    28,368    28,200    28,405 
  Capital Expenditures                           31,845    28,807    18,352    14,551     6,288 
  Total DeVry and Keller Fall Term                                                              
      Student Enrollment                         38,031    34,596    32,612    29,884    28,815 
  Number of DeVry Institutes                         15        14        13        13        11 
  Number of Keller Centers                           26        20        18        17        15 
  Shares Outstanding at Year-end                                                                
      (in Thousands)                             69,305    69,008    66,488    66,454    66,426 
  Closing Price of Common Stock                                                                 
      at Year-end                              21 15/16    13 1/2    11 1/4         5     3 5/8 
  Price Earnings Ratio on Common Stock <F1>          50        39        39        23        20 

<FN>                                                                                            
<F1> Computed on trailing four quarters of earnings per common share.                           
</FN>                                                                                           

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SIGNATURES      

Pursuant to the requirements of Section 13 or 15(d) of the Securities           
Exchange Act of 1934, the Registrant has duly caused this report to be          
signed on its behalf by the undersigned, thereunto duly authorized.             

          DeVRY INC.

Date: September 23, 1998               By/s/Dennis J. Keller                  
                    Dennis J. Keller
                      Chairman and Chief
                     Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this       
report has been signed below by the following persons on behalf of the          
registrant in the capacities and dates indicated below.                         

Signature                     Title                              Date           
---------                     -----                              ----           

/s/Dennis J. Keller                                                             
Dennis J. Keller              Chairman, Chief Executive                         
                      Officer and Director               9/23/98

/s/Ronald L. Taylor                                                             
Ronald L. Taylor              President, Chief Operating                        
                      Officer and Director               9/23/98

/s/Norman M. Levine                                                             
Norman M. Levine              Vice President, Chief                             
         Financial Officer, Controller
                      and Principal Accounting Officer   9/23/98

/s/Ewen M. Akin                                                                 
Ewen M. Akin                  Director                           9/14/98        

/s/Charles A. Bowsher                                                           
Charles A. Bowsher            Director                           9/14/98        

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SIGNATURES (CONTINUED)      

Signature                     Title                              Date           
---------                     -----                              ----           

/s/David S. Brown                                                               
David S. Brown                Director                           9/14/98        

/s/Ann I. Gannon                                                                
Ann I. Gannon                 Director                           9/14/98        

Robert E. King                Director                                          

/s/Frederick A. Krehbiel                                                        
Frederick A. Krehbiel         Director                           9/14/98        

/s/Thurston E. Manning                                                          
Thurston E. Manning           Director                           9/14/98        

/s/Robert C. McCormack                                                          
Robert C. McCormack           Director                           9/14/98        

/s/Julie A. McGee                                                               
Julie A. McGee                Director                           9/14/98        

/s/Hugo J. Melvoin                                                              
Hugo J. Melvoin               Director                           9/14/98        

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                                                        · Enlarge/Download Table
                                               DEVRY INC.                                                
                                              SCHEDULE II                                                

                              VALUATION AND QUALIFYING ACCOUNTS AND RESERVES                             

                             For the Years Ended June 30, 1998, 1997 and 1996                            
                                         (Dollars in Thousands)                                          


                                         Balance at    Charged to    Charged to               Balance at 
Description of Allowances                Beginning     Costs and       Other     Deductions     End of   
and Reserves                             of Period      Expenses     Accounts       <F1>        Period   
---------------------------------------------------------------------------------------------------------
                                                                                                         
1998                                                                                                     
---------                                                                                                
Deducted from accounts receivable                                                                        
 for refunds and uncollectible accounts     $5,956       $15,819          -         $17,055      $4,720  

Deducted from notes receivable for                                                                       
 uncollectible notes                            50              -         -               8          42  

For loss on disposition of inventory            63            10          -               8          65  

For loss on DeVry capital contributions                                                                  
 to Perkins loan program                     1,714           165          -               -       1,879  

1997                                                                                                     
---------                                                                                                
Deducted from accounts receivable                                                                        
 for refunds and uncollectible accounts     $6,603       $16,592          -         $17,239      $5,956  

Deducted from notes receivable for                                                                       
 uncollectible notes                            15            36          -               1          50  

For loss on disposition of inventory            61            38          -              36          63  

For loss on DeVry capital contributions                                                                  
 to Perkins loan program                     1,547           167          -               -       1,714  

1996                                                                                                     
---------                                                                                                
Deducted from accounts receivable                                                                        
 for refunds and uncollectible accounts     $5,368       $15,867          -         $14,632      $6,603  

Deducted from notes receivable for                                                                       
 uncollectible notes                            24              -         -               9          15  

For loss on disposition of inventory            61            22          -              22          61  

For loss on DeVry capital contributions                                                                  
 to Perkins loan program                     1,275           272          -               -       1,547  

<FN>                                                                                                     
<F1> Write-offs of uncollectible amounts or inventory.                                                   
</FN>                                                                                                    

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INDEX TO EXHIBITS           

Exhibit                              Sequentially   Incorporated by             
Number          Exhibit             Numbered Page    Reference to             
------- ---------------------------- -------------  ---------------             
2(a)  Agreement regarding purchase                Exhibit 2 to the          
of Becker CPA assets dated                  Company's Form 8-K  
as of June 19, 1996                         filed July 3, 1996  

3(a)  Certificate of Amendment of                 Exhibit 3(a) to the       
Restated Certificate of                     Company's Form 10-K 
Incorporation of the                        for the year ended  
Registrant                                  June 30, 1995       

3(b)  Certificate of Amendment of                 Exhibit 3.1 to the        
Restated Certificate of                     Company's Form S-3, 
Incorporation of the                        #333-22457 dated    
Registrant                                  February 27, 1997   

3(c)  Amended and Restated By-Laws                Exhibit 3(d) to           
of the Registrant                           Amendment #1 of the 
                                           Company's Form S-1,
                                       #33-40151 dated
                                    May 21, 1991

4(a)  Amended and Restated                        Exhibit 4(a) to the       
Financing Agreement, dated                  Company's Form 10-K 
as of January 14, 1994,                     for the year ended  
between Keller Graduate                     June 30, 1994       
School of Management, Inc.,                                     
certain financial                                               
institutions and Continental                                    
Bank N.A.                                                       

4(b)  First Amendment, dated as of                Exhibit 4(b) to the       
July 18, 1995, to Amended                   Company's Form      
and Restated Financing                      10-K for the year   
Agreement between Keller                    ended June 30, 1995 
Graduate of School of                                           
Management, Inc., certain                                       
financial institutions and                                      
Bank of America Illinois                                        

4(c)  Amended and Restated                        Exhibit 4(c) to the       
Financing Agreement, dated                  Company's Form 10-K 
as of June 12, 1996, between                for the year ended  
Keller Graduate School of                   June 30, 1996.      
Management, Inc., certain                                       
financial institutions and                                      
Bank of America Illinois                                        

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Exhibit                              Sequentially   Incorporated by             
Number          Exhibit             Numbered Page    Reference to             
------- ---------------------------- ------------- ----------------             
4(d)  First Amendment, dated as of                Exhibit 4(d) to the       
June 6, 1997, to Amended and                Company's Form 10-K 
Restated Financing Agreement                for the year ended  
between Keller Graduate                     June 30, 1997       
School of Management, Inc.,                                     
certain financial                                               
institutions and Bank of                                        
America Illinois.                                               

4(e)  Second Amendment, dated as                                            
of March 23, 1998 to                                            
Amended and Restated                                            
Financing Agreement between                                     
Keller Graduate School of                                       
Management, Inc., certain                                       
financial institutions and                                      
Bank of America National                                        
Trust and Savings                                               
Association.                    95-113                          

10(a)  Registrant's Amended and                    Exhibit 10.1 to the        
Restated Stock Incentive                    Company's Form S-3, 
Plan                                        #333-22457 dated    
                                         February 27, 1997

10(b)  Registrant's 1991 Stock                     Exhibit 10.3 to the        
Incentive Plan                              Company's Form S-3, 
                                        #333-22457 dated
                                         February 27, 1997

10(c)  Registrant's 1994 Stock                     Exhibit 10.2 to the        
Incentive Plan                              Company's Form S-3, 
                                        #333-22457 dated
                                         February 27, 1997

10(d)  DeVry Inc. Amended and                      Exhibit 10(d) to           
Restated Profit Sharing                     the Company's Form  
Retirement Plan dated                       10-K for the year   
effective as of July 1, 1992                ended June 30, 1996 

10(e)  First Amendment to DeVry                    Exhibit 10(e) to           
Inc. Amended and Restated                   the Company's Form  
Profit Sharing Retirement                   10-K for the year   
Plan                                        ended June 30, 1996 

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Exhibit                              Sequentially   Incorporated by             
Number          Exhibit             Numbered Page    Reference to             
------- ---------------------------- ------------- -----------------            
10(f) Amendment to DeVry Inc.                     Exhibit 10(f) to          
Amended and Restated Profit                 the Company's Form  
Sharing Retirement Plan                     10-K for the year   
                                           ended June 30, 1997

10(g) Amendment to DeVry Inc.                     Exhibit 10(g) to          
Amended and Restated Profit                 the Company's Form  
Sharing Retirement Plan                     10-K for the year   
                                           ended June 30, 1997

10(h) Amendment to DeVry Inc.                     Exhibit 10(h) to          
Amended and Restated Profit                 the Company's Form  
Sharing Retirement Plan                     10-K for the year   
                                           ended June 30, 1997

10(i)  Employee Stock Purchase Plan                Exhibit 10(f) to           
                                          the Company's Form
                                      S-3, #33-58636
                                               dated February 22, 1993

10(j) First Amendment to Employee                 Exhibit 10(h) to          
Stock Purchase Plan                         the Company's Form  
                                         10-K for the year
                                           ended June 30, 1994

10(k) Form of Indemnification                     Exhibit 10(d) to          
Agreement between the                       the Company's Form  
Registrant and its directors                S-1, #33-40151      
                                            dated April 24, 1991

10(l) Employment Agreement between                Exhibit 10(f) to          
the Registrant and each of                  the Company's Form  
Dennis J. Keller and Ronald                 10-K for the year   
L. Taylor                                   ended June 30, 1991 

21   Subsidiaries of the                                                  
Registrant                        114                           

23   Consent of Price Waterhouse                                          
Coopers LLP, independent          115                           
accountants                                                     

27   Financial Data Schedule           116

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-K Filing	Date	First	Last	Other Filings

	7/1/92	93
	2/22/93	94
	1/14/94	92
	6/30/94	92	94
	6/21/95	50
	6/30/95	78	92
	7/18/95	92
	6/12/96	92
	6/19/96	71	92	8-K
	6/30/96	53	93	10-K
	7/3/96	92		8-K
	12/18/96	49	76	SC 13D/A
	2/27/97	92	93	S-3
	6/6/97	93
	6/30/97	24	94	10-K
	10/1/97	59
	3/23/98	93
	6/19/98	49	76
For The Period Ended	6/30/98	1	91
	8/3/98	83
	9/1/98	1	49
Filed On / Filed As Of	9/23/98	89
	11/17/98	1	85	DEF 14A
	6/30/99	70		10-K
	8/1/0	58

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Devry Inc · 10-K · For 6/30/98

Filed On 9/23/98 · SEC File 1-13988 · Accession Number 730464-98-6

Annual Report · Form 10-KFiling Table of Contents

10-K · Annual ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Annual Report · Form 10-K
Filing Table of Contents

10-K · Annual Report
Document Table of Contents