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Devry Inc · 10-K · For 6/30/96

Filed On 9/24/96 · SEC File 1-13988 · Accession Number 730464-96-12

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

 9/24/96  Devry Inc                         10-K        6/30/96    7:241

Annual Report · Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         72    272K 
 2: EX-4        Instrument Defining the Rights of Security Holders   103    363K 
 3: EX-10       Material Contract                                     62    173K 
 4: EX-10       Material Contract                                      1      8K 
 5: EX-21       Subsidiaries of the Registrant                         1      5K 
 6: EX-23       Consent of Experts or Counsel                          1      5K 
 7: 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.) Certain Relationships and Related Transactions Changes in and Disagreements With Accountants on Accounting and Financial Disclosure DeVry Institutes Directors, Executive Officers, Promoters and Control Persons Executive Compensation Kgsm Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Market for Registrants' Common Equity and Related Stockholder Matters Properties Security Ownership of Certain Beneficial Owners and Management Selected Financial Data Submission of Matters to a Vote of Security Holders
1	1st Page
29	Item 2 -. Properties
"	DeVry Institutes
31	Kgsm
32	Item 3 -. Legal Proceedings
33	Item 4 -. Submission of Matters to a Vote of Security Holders
37	Item 5 -. Market for Registrants' Common Equity and Related Stockholder Matters
38	Item 6 -. Selected Financial Data
"	Item 7 -. Management's Discussion and Analysis of Financial Condition and Results of Operations
64	Item 9 -. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
65	Item 10 -. Directors, Executive Officers, Promoters and Control Persons
"	Item 11 -. Executive Compensation
"	Item 12 -. Security Ownership of Certain Beneficial Owners and Management
"	Item 13 -. Certain Relationships and Related Transactions

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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, 1996                                       
-------------           
Commission file number:  0-12751                                                
-------                       
DeVRY INC.    
------------------------------------------------------      
(Exact name of registrant as specified in its charter)      

DELAWARE                                        36-3150143  
-------------------------------                      -------------------        
(State or other jurisdiction of                      (I.R.S. Employer           
incorporation 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, 1996 - $567,103,500    
------------------------------------------------------------------------------- 
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, 1996 - 16,623,212 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 19, 1996, are incorporated into  
Part III of this Form 10-K to the extent stated herein.                         

Exhibit Index located on Pages 71-72             Total number of pages, 241     

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DeVRY INC.      
ANNUAL REPORT ON FORM 10-K      
YEAR ENDED JUNE 30, 1996      

TABLE OF CONTENTS       
                                                              PAGE #
PART I                                                              ------      
------                                                                          
Item 1  - Business                                                    3     
Item 2  - Properties                                                 29     
Item 3  - Legal Proceedings                                          32     
Item 4  - Submission of Matters to a Vote of Security Holders        33     
   - Executive Officers                                         34

PART II                                                                         
-------                                                                         
Item 5  - Market for Common Equity                                          
     and Related Stockholder Matters                            37
Item 6  - Selected Financial Data                                    38     
Item 7  - Management's Discussion and Analysis of                           
     Financial Condition and Results of Operations              38
Item 8  - Financial Statements and Supplementary Data                47     
Item 9  - Changes in and Disagreements with Accountants              64     

PART III                                                                        
--------                                                                        
Item 10  - Directors and Executive Officers                          65     
Item 11  - Executive Compensation                                    65     
Item 12  - Security Ownership of Beneficial Owners and Management    65     
Item 13  - Certain Relationships and Transactions                    65     

PART IV                                                                         
-------                                                                         
Item 14 - Exhibits, Financial Statements and Reports on Form 8-K     66     
   - Financial Statements                                       66
   - Financial Statement Schedules                              66
   - Exhibits                                                   66
   - Reports on Form 8-K                                        66
    - Signatures                                               68-69

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PART I      
------      
ITEM 1 - BUSINESS                                                               
-----------------                                                               
DeVry Inc. (the "Company") is incorporated under the laws of the State of       
Delaware.  Founded in 1973, the Company acquired the DeVry Institutes ("Old     
DeVry") in August 1987, which were then operating as an 85% owned               
subsidiary of Bell & Howell Co. with the remaining 15% being held by public     
stockholders.  The Company, through its wholly-owned subsidiary, Keller         
Graduate School of Management, Inc. (the "Operating Subsidiary"), owns and      
operates the DeVry Institutes of Technology (the "DeVry Institutes") and        
the Keller Graduate School of Management ("KGSM") which collectively form       
one of the largest private, degree-granting, regionally accredited higher       
education systems in North America, and Corporate Educational Services          
("CES"), a provider of customized, on-site technical education and training     
services to corporations and government agencies.  The Company also owns        
and operates the Becker CPA Review which prepares candidates to pass the        
Certified Public Accountant ("CPA") and Certified Management Accountant         
("CMA") professional certification examinations.                                

The DeVry Institutes were founded in 1931 by Dr. Herman DeVry and have          
provided career-oriented technical education to high school graduates in        
the United States and Canada for more than 60 years.  The first DeVry           
Institute was opened in Chicago in 1931 as an electronics school.  By 1967,     
the DeVry Institutes consisted of one school in Chicago and one in Toronto.     
Today, the DeVry Institutes are located on ten campuses in the United           
States and four campuses in Canada.                                             

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.                                                          

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In 1991, the DeVry Institutes initiated a facility improvement and              
expansion program to attract and retain an increased student enrollment.        
The Atlanta DeVry Institute completed a renovation and expansion for the        
fall 1992 term.  In October 1992, the Lombard DeVry Institute was relocated     
to a larger facility in Addison, Illinois.  In October 1993, the Dallas         
DeVry Institute was relocated to a larger facility in North Irving, Texas,      
and the City of Industry DeVry Institute was relocated to a larger facility     
in Pomona, California.  The North York (Toronto), Ontario, Canada, DeVry        
Institute expanded its capacity in the fall of 1992 and again in the fall       
of 1993 by renovating and leasing additional space at its current location.     
The Calgary, Alberta, Canada, DeVry Institute also expanded in the fall of      
1993 by leasing additional space.  In July 1994, a school was opened in         
Scarborough (Toronto), Ontario, Canada, as a satellite branch of the school     
in North York and in November 1994 a school was opened in Long Beach,           
California.  The Scarborough (Toronto), Canada, DeVry Institute was             
expanded by the lease of additional space for the fall 1994 term and            
expanded again by the lease of additional space for the summer 1995 term.       
In June 1996, the Woodbridge, New Jersey, Institute was relocated to a new      
and larger company-owned facility in North Brunswick, New Jersey, in            
preparation for the summer term.  In July 1996, a school was opened in          
Mississagua (Toronto), Ontario, Canada, as a second satellite branch of the     
school in North York (Toronto).                                                 

At the beginning of the spring 1996 semester, which is the final semester       
in the Company's 1996 fiscal year, approximately 28,150 full and part-time      
students were 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      
operations, technical management and telecommunications management.             
Cumulatively, total student enrollment for the three semesters of fiscal        
1996 increased by 8.6% compared with fiscal 1995.  In response to the           
expansions and improvements initiated in the past several years, fiscal         
1996 marks the fifth consecutive year that total cumulative enrollment has      
increased from the prior year.  The DeVry Institutes' operations accounted      
for approximately 93% of the Company's revenues in 1996.                        

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Classes began on July 15th for the summer 1996 semester.  At the Atlanta        
Institute, however, the class start was postponed until August 12th to          
avoid interference with the summer Olympics activity.  In this first            
semester in the Company's 1997 fiscal year, a total of 27,600 students were     
enrolled in the DeVry Institutes' programs, a 4.6% increase from the number     
of students enrolled in the summer term last year.  This was the                
seventeenth 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.                                              

After declining through much of the 1980's and stabilizing in the early         
1990's, the number of high school graduates, which represents a substantial     
portion of the DeVry Institutes' new student enrollment each year, is           
projected by the U.S. Department of Education to increase without               
interruption by more than 20% from a low of 2,482,000 in 1992 to over           
3,000,000 by the year 2004.  In addition, the Department of Education's         
National Center for Education Statistics found that in 1994, 62% of high        
school graduates (ages 16-24) went directly to college, up from 51% in          
1975.                                                                           

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            
approximately 40% of the students enrolled at its DeVry Institutes are 25       
years of age or older.  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.  Over 20% of recent new students enrolled at the DeVry     
Institutes had some prior college experience.  Programs are also being          
offered on weekends in some locations to serve the working adult.  To           
better serve the working adult student, DeVry is currently developing a         
weekend Computer Information Systems curriculum with a shorter term length      
and time to completion.  While this program will be an intensive and            
demanding experience for students, it will enable them to fulfill their         
other responsibilities during the normal work week while still completing       
this program in a relatively short period of time on weekends.                  

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Each of the DeVry Institute programs is designed to integrate general           
education and technology or business.  DeVry's general education courses        
develop skills and competencies that help graduates enhance both their          
professional and personal capabilities.  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.                                                                      

More than 80% of DeVry's U.S. Institute regular faculty hold advanced           
academic degrees.  The annual U.S. average DeVry faculty compensation is        
practically identical to the $48,500 average salary of faculty members at       
state-supported four year institutions, as reported in a recent study by        
the College and University Personnel Association.                               

To facilitate student success, DeVry devotes significant amounts of             
resources in the form of learning resource centers 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.                                                                        

KGSM was founded in 1973 to offer a practitioner-based graduate management      
program leading to the Master of Business Administration ("MBA") degree.        
In 1991 and 1993, respectively, KGSM introduced a Master of Project             
Management ("MPM") and a Master of Human Resource Management ("MHRM")           
degree program. In September 1995, KGSM began offering a Health Services        
Management ("HSM") concentration within its MBA program.  The HSM               
concentration includes five health services management courses within the       
16 course MBA curriculum.  This program is being offered in response to the     
growing demands of the health services industry professionals or                
professionals in related fields such as the insurance or pharmaceutical         
industries.                                                                     

KGSM emphasizes a practitioner orientation, excellence in teaching and          
service to working adults, offering classes in the evenings and on              
weekends.  From a base of six sites in Illinois and Wisconsin in 1987,          

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classes are now offered at nineteen locations nationwide. KGSM operates         
five of its teaching sites on DeVry Institute campuses in Arizona,              
California, Georgia and Missouri.                                               

KGSM 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.  KGSM'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.                                                              

At the start of the June term, which falls primarily in the Company's 1997      
fiscal year, enrollment at KGSM was 2,601, an increase of 462 students or       
21.6% from the previous June.  Historically, the summer term has been the       
period of lowest enrollment during the year.                                    

At the start of the summer 1996 semester, which is the first semester in        
the Company's 1997 fiscal year, a combined total of approximately 30,201        
full and part-time students were enrolled in the Company's DeVry and KGSM       
educational programs, up 5.9% from a total of 28,513 full and part-time         
students in the summer 1995 semester.                                           

To serve what the Company believes is a large and growing need for employee     
training, the Corporate Educational Services division was created in 1991.      
This division offers customized professional services and training in           
business, project management, electronics and telecommunications.               
Conducted at customers' sites, CES programs emphasize the direct, practical     
application of business concepts, techniques and skills.  The operations of     
CES have been aligned with KGSM, allowing CES to utilize the academic and       
operational infrastructure of KGSM's national system and to better link its     
clients to one of the largest applications-based education and training         
organizations in North America.  Corporate Educational Services draws on        
the faculty, staff and curriculum resources of the DeVry and KGSM systems       
as needed.                                                                      

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In June 1996, the Company acquired the Becker CPA Review (Becker).  Becker      
is a leading international training firm preparing students to take the         
national Certified Public Accountant (CPA) exam and Certified Management        
Accountant (CMA) exam.  Becker, which is headquartered in Los Angeles,          
offers classes at approximately 135 locations in the United States and at       
eight locations in the Middle East, Pacific Rim and Canada.  Becker's           
proprietary course materials and teaching methods result in pass rates on       
the CPA exam for Becker students that are approximately double the national     
average pass rate.  More than one-third of all students passing the CPA         
exam are Becker CPA Review alumni which now number over 200,000 since the       
course was founded in 1957.                                                     

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.        

Competition                                                                     
-----------                                                                     
The postsecondary education market, composed of approximately 7,000             
universities, colleges and schools, is highly fragmented and competitive        
with no single institution having a significant market share.  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.  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.  Other frequently cited       
alternatives are keeping or seeking a full-time job, attending another          
career-oriented school or joining the military.                                 

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The DeVry Institutes believe their competitive strengths include career-        
oriented curricula developed with regular structured employer input,            
faculty with related industry experience, the demonstrated effectiveness of     
their career services activities, their national brand name, market             
presence and student recruitment organization, the accreditations granted       
to the DeVry Institutes, authorization by various states to grant degrees,      
modern facilities, well-equipped laboratories 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.                                          

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, permitting students to transfer, if necessary, to another DeVry     
Institute at a different location without interrupting their studies.           

Institutions that participate in Title IV financial aid programs must now,      
upon request, begin to disclose information about student completion rates      
to current and prospective students.  Completion rates at each of the U.S.      
DeVry Institutes fall within the range of completion rates for selected         
urban public colleges in the areas in which that DeVry Institute operates       
as published by U.S. News and World Report, 1996 America's Best Colleges.       

KGSM competes with other MBA programs offered in all markets in which it        
has operations.  In the Chicago area, there are over 20 MBA programs today.     
Nationwide there are more than 700 graduate business programs.  Competition     
with KGSM's MHRM program varies by the market area in which it is offered       
but is generally more moderate than competition for the MBA program.  KGSM      
is one of only a few schools in the country offering a master's degree in       
project management but increasing interest in this field is beginning to        
attract similar offerings.                                                      

KGSM 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        

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its students master the skills they need to succeed on the job, KGSM            
introduced an innovative teaching technique called System Supported             
Teaching and Learning (SSTL)TM that incorporates frequent feedback and          
mastery learning.                                                               

KGSM offers five 10-week terms each year.  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 KGSM is able to offer greater flexibility in       
course scheduling, a greater choice of elective courses and a more              
convenient location than its competitors.  As the market for adult              
education programs has expanded in recent years, other schools have             
implemented multi-location evening programs.  However, enrollments at KGSM      
continue to increase, demonstrating the recognition it has earned as an         
innovator in providing quality practical education.                             

With educational centers in seven states, KGSM also 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.                               

Corporate Educational Services competes with individual consultants,            
colleges, industry associations, other training companies and the internal      
training departments of many large potential corporate customers and            
government agencies.  CES, utilizing KGSM's national system, and drawing on     
the DeVry Institutes, differentiates itself in the marketplace through the      
applied curriculum expertise of both KGSM and DeVry, particularly in the        
areas of project management, electronics and telecommunications.  Materials     
are derived from the proven instructional success in these topics at the        
DeVry Institutes and KGSM, modified as necessary using the academic             
resources of both.                                                              

Becker competes with CPA exam preparation through self-study, with courses      
offered by colleges and universities and with other training companies,         
most of which operate on a local or regional basis, although at least one       
training company competitor operates nationally.  Courses offered by            
competitors generally have a lower total course cost to help attract            

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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.  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 CPA exam is     
testimony to the quality and value of the Becker methodology.                   

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 2/3 of the DeVry             
Institutes' total enrollments.  The DeVry Institutes employ approximately       
350 admissions and field representatives throughout the United States and       
Canada.  In order to recruit students in certain states and Canadian            
provinces, representatives must be licensed or authorized by the                
appropriate regulatory agency.  Regulations governing student participation     
in federal financial assistance programs prohibit an institution from           
paying a commission, bonus or incentive to the Company's student recruiters     
based upon their success in securing enrollments.  The Company believes         
that its method of 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 students 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,  recently unemployed adults      
seeking to improve their job skills as a way to re-enter the workforce and      

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students transferring to DeVry from nearby junior colleges.  Each DeVry         
Institute 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.                                            

Field student recruiters meet individually with prospective students who        
are contacted primarily through high school, club and youth group               
presentations.  These student recruiters visited over 10,000 high schools       
in North America last year, making 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 continued downsizing of the U.S.           
military and recent base closings also presents recruiting opportunities.       
Veterans with military-specific technical training are attracted to DeVry's     
practical career-oriented education.  Although a veteran may be recruited       
at his mustering-out base, 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 over the past          
several years.  Field student recruiters are salaried, full-time company        
employees who are trained by both field managers and headquarters-based         
staff.                                                                          

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

To be admitted to a DeVry program, an applicant must be a high school           
graduate, have a General Education Development (GED) certificate or hold a      
degree from an accredited postsecondary institution.  Applicants must also      
meet minimum entrance examination scores which vary depending on the            
program to which they are applying.  In 1996, the DeVry Institutes              
implemented a Computerized Placement Test designed in collaboration with        

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The College Board and Educational Testing Service.  This exam helps DeVry       
better serve the needs of its students by allowing DeVry to assess              
students' achievement levels and developmental needs during the admission       
process.                                                                        

KGSM recruits students through direct mail, radio advertising,                  
telemarketing, print advertising and referrals from employers, alumni or        
current students.  KGSM 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 KGSM program,      
applicants must hold a baccalaureate degree from a regionally accredited        
institution.  Applicants must also achieve acceptable scores on either the      
Graduate Management Admission Test (GMAT), the Graduate Record Examination      
(GRE) or KGSM's alternative admission test.                                     

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

Accreditation and Approvals                                                     
---------------------------                                                     
Accreditation is a process for recognizing educational institutions and the     
professional programs offered by those institutions for 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      
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.                                                               

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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, 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 KGSM are accredited by the Commission on Institutions      
of Higher Education of the North Central Association of Colleges and            
Schools, 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 KGSM accreditations were last         
reaffirmed by the North Central Commission in 1992 for the maximum ten year     
period.  An interim progress monitoring visit is scheduled for the DeVry        
Institutes in May of 1997.                                                      

Accreditations of the DeVry Institutes and KGSM 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
Technology Accreditation Commission   Engineering Technician programs)          
of the Accreditation Board for                                                  
Engineering and Technology (DeVry's   Alberta Society of Engineering            
Electronics Engineering Technology    Technologists (DeVry/Calgary's            
Bachelor of Science Degree program    Electronics Engineering Technology        
and, at the New Jersey campus, the    and Electronics Engineering               
Electronics Engineering Technology    Technician programs)                      
Associate in Applied Science Degree                                             
program.)                                                                       
-----------------------------------   ----------------------------------        

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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.                                                 

In June 1996, the New York Board of Regents Commission on Higher and            
Professional Education voted to grant permission to establish a DeVry           
Institute of Technology campus in the New York City area with authority to      
grant certain bachelor and associate degrees.  The Company has begun a          
search for an appropriate facility for this campus.                             

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        
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.                                                    

KGSM is authorized to operate and award degrees under authority of the          
Illinois Board of Higher Education, Georgia Nonpublic Postsecondary             
Education Commission, Wisconsin Educational Approval Board, Arizona State       
Board for Private Postsecondary Education, Missouri Coordinating Board for      
Higher Education and the California Council for Private Postsecondary and       
Vocational Education.  The Virginia Council of Higher Education has granted     
conditional approval to KGSM to offer two of its master's degree programs.      

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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 approximately $4 million of surety bonds with state and local            
regulatory authorities and approximately $1 million (CDN) of surety bonds       
with regulatory agencies in Canada and believes it is currently in              
compliance with all state and 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            
current liabilities of 1.25:1 or greater.  The Company has 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, 1996, the Company had a ratio       
of current assets to current liabilities of 1.17:1.  The California Council     
for Private Postsecondary and Vocational Education also has 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,     
1996, the Company believes that it has satisfactorily demonstrated its          
financial strength and ability to continue to operate.  California law also     
requires an on-site visit to all postsecondary institutions having              

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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.  Their report has not yet been issued.           

Tuition and Fees                                                                
----------------                                                                
Effective with the spring 1996 term, the DeVry Institutes' tuition in the       
United States for two semesters (one academic year) ranged from $6,580 to       
$6,665, an increase of approximately 5.1% from last spring.  Variations in      
tuition depend on term of enrollment.  Students enrolled on less than a         
full time basis are charged somewhat lower tuition.  For a student enrolled     
in the DeVry Institute's 5 term electronics technician program, total           
tuition cost would be $16,550.  For a student enrolled in the 8 term            
accounting program, total tuition cost would be $26,420.  A national survey     
of tuition released in the fall of 1995 by the College Board reported that      
annual tuition and fee increases adopted by publicly supported and              
independent four-year institutions averaged 6% for the 1995-96 academic         
year.  Tuition in Canada was increased to $6,020 (CDN) for the two semester     
period, an increase of approximately 5.1% from last spring.                     

Effective with the September 1996 term, KGSM tuition per course (four           
quarter credit hours) ranges from $905 to $1,110, depending on the state in     
which the student is enrolled.  This compares to tuition rates from $855 to     
$1,050 last year.                                                               

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

If a student leaves school prior to completing a term, federal, state and       
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 percentage     
of the term completed by such student.  Amounts received by the Company in      
excess of such set percentage of tuition are refunded to the student or the     
appropriate funding source.                                                     

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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 recent restoration of tax exemption for undergraduate           
education employer tuition reimbursement will be of benefit to DeVry            
students, mainly those working adults attending its part-time evening           
programs, who receive partial or full tuition reimbursement.                    

The Company believes that approximately 79% 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.  The Company believes that      
between 10% and 15% of KGSM's students receive government-sponsored             
financial aid.  In addition, a substantial number of KGSM students receive      
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 in 1993, almost half of all full-time college students           
between the ages of 16 and 24 were 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 because approximately 68% of the DeVry Institutes' U.S. tuition,        
book and fee revenues collected in 1996 were dependent on some form of such     
financial aid received by its students.  In 1995, approximately 69% of          
revenues collected were dependent on financial aid.                             

The government-provided financial aid and assistance programs in which many     
of the Company's students participate are subject to political and              
budgetary considerations.  There is no assurance that government funding        

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for the financial aid programs in which the Company's students participate      
will be maintained at current levels.  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.  Budgetary            
proposals currently circulating in this election year include President         
Clinton's tax deduction of up to $10,000 per year for the cost of college       
or vocational training, a $1,500 tax credit for full-time students and          
increasing the maximum amount of the Pell Grant to $2,700 from its current      
level of $2,470.  Dole's tax cut proposals include a $500 per child per         
year tax credit for funds deposited into an "IRA-like" account which can be     
used for college or other post-secondary education costs.                       

Extensive and complex regulations in the U.S. 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; financial responsibility and                 
administrative capability requirements; and prohibition of certain types of     
incentive payments to student recruiters.  At June 30, 1996, 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.  Similarly, the Company fully satisfied the standards      
of financial responsibility at June 30, 1995 and 1994.  Failure to achieve      
these 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.                                                                       

The Company maintains a staff at its Oakbrook Terrace headquarters to           
review, interpret and establish procedures for compliance with these            
regulations.  Because financial assistance programs are required to be          
administered in accordance with the standard of care and diligence of a         

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fiduciary, any regulatory violation could be the basis for 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 its required      
audits of compliance with federal financial assistance programs for all         
previous years and its independent accountants are currently conducting the     
required audits of the one year period ending June 1996.  In August, the        
Department of Education undertook a site visit, as a part of its program of     
periodic review of the administration of student financial assistance           
programs, at the DeVry North Brunswick, New Jersey, campus.  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, DeVry's two Toronto-area schools were notified at the beginning      
of September 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 may 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.  In order to restore financial aid eligibility, the Company refunded      
to the Ministry approximately CDN $1.6 million which the Company believes       
is substantially all of the previous inappropriately disbursed financial        
aid.  In addition, the Company posted a letter of credit at the Ministry's      
request against possible additional amounts that may have been                  
inappropriately disbursed.  Effective with the spring term, which began in      
March, the Ministry conditionally reinstated approval for the processing of     
financial aid applications.  Full unconditional reinstatement is subject to     
the Ministry's completion of certain procedures regarding verification of       
the Company's compliance with financial aid processing regulations.             

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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  are funds made available by the government to eligible students       
who demonstrate financial need.  Grants 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 $2,470 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 SEOG funds disbursed.  The         
institutional matching contribution may be satisfied, in whole or in          
part, by the DeVry 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.  In         
1996, over 80% of the financial aid received by students attending the        
Company's U.S. DeVry Institutes was provided by federal student loans.        
Students at KGSM participate in the FDSL.                                     

In 1993, Congress passed legislation creating the new Direct Student Loan     
Program.  Under this program, students may complete all loan application      
and processing steps at their educational institution.  Besides the           

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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.  For the 1995-96 school year, four additional DeVry       
Institutes and KGSM were chosen for participation.  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.                                                                      

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  State grant assistance may be received by         
eligible students attending DeVry Institutes in Arizona, California,            
Georgia, 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.               

"85/15 Rule"  This U.S. Department of Education regulation affects only for-    
profit postsecondary institutions, such as the Company.  Under this rule,       
students attending a for-profit institution that derives more than 85% of       
its revenues from federal financial assistance programs in any year will        
not be able to participate in these programs for the following year.  This      

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rule, which was reported on for the first time for the Company's fiscal         
1995, is commonly referred to as the "85/15 rule."  In 1995, the U.S.           
Institutes derived approximately 69% of their revenues from these defined       
federal assistance programs.  In 1996, the U.S. Institutes derived              
approximately 68% of their revenues from these programs and no institute        
within the DeVry system derived more than 78% of its revenues from these        
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 KGSM are established as separate         
institutions under the 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 students's            
graduation or termination of study.  The receivable balance related to          
Company-provided financial aid at the U.S. DeVry Institutes at June 30,         
1996, was approximately $10.8 million.  Improved timeliness in financial        
aid processing and the collection of student-owed balances, maintained this     
receivable at approximately the same amount owed by students last year          
under the EDUCARD Plan, although the number of enrolled students and            
tuition revenues increased from last year.  Amounts owed by students under      
the EDUCARD Plan are subject to a monthly interest charge of 1% of the          
average outstanding balance.                                                    

In addition to the student financial assistance provided by the EDUCARD         
Plan, the DeVry Scholarship Competition annually offers merit-based             
scholarships.  The U.S. DeVry Institutes offered 30 full-tuition and 90         
half-tuition scholarships to 1995/96 high school graduates.  Each               
scholarship covers the application fee and tuition for one of DeVry's           

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degree programs.  The total value of these scholarships was over $2             
million.  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 offered 36 half-tuition scholarships, valued at more than            
$500,000, to students who graduated from an accredited community/junior         
college in 1994 or later.  In Canada, the DeVry Institutes offered 7 full-      
tuition and 14 half-tuition scholarships valued at more than CDN $300,000       
to high school graduates.  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 in 1996, 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 KGSM.  For a     
variety of reasons, high student loan default rates on federal student          
loans are most often found in proprietary and minority institutions 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 with high student 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 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, effective        
this fall is the added provision that 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        

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DeVry Institute has ever had a FFELP or FDSL cohort default rate of 25% or      
more for three consecutive years nor a cohort default rate of 40% or more       
in any one year.                                                                

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 reports by the U.S.             
Department of Education, the Company's schools had FFELP student loan           
default rates for 1994 (the latest year for which statistics are available)     
ranging from 1.5% to 26.8%.  The Company's preliminary system-wide FFELP        
student loan default rate was reported at approximately 17.7%.  The             
reported rates for 1994 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 1995.  For 1993, the Company's system-wide FFELP cohort           
default rate was 18.6%.  Upon review of the calculations of these rates for     
each Institute, the Company discovered numerous errors and exceptions.  The     
Company has filed an appeal with the Department of Education for the            
recalculation of rates for both 1993 and 1994.                                  

Only one DeVry Institute had a FFELP student loan default rate greater then     
20% for 1994.  That Institute, whose preliminary default rate was reported      
at 26.8%, has initiated a default management plan and submitted it for          
approval to the Department of Education.  The Company believes that its         
appeals should result in lower reported default rates and that the              
Institutes can lower their default rates for future periods.  Default rate      
reduction initiatives are underway at each Institute.  No DeVry Institute       
is subject to any restrictions or termination under the student loan            
program.                                                                        

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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      
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 reported Perkins loan       
default rates for 1995 (the latest year for which statistics are available)     
ranging from 15.6% to 34.0%.  The U.S. DeVry Institutes system-wide Perkins     
loan default rate was 25.9%.  For 1994, the Perkins loan default rates          
ranged from 10.8% to 27.0% and the U.S. DeVry Institutes system-wide            
Perkins loan default rate was approximately 20.5%.  A portion of the            
increase in the 1995 default rates results from regulatory changes in the       
default rate calculation which now includes as defaults some loans              
previously considered to be not in default.  For 1996, it is expected that      
some of these calculation revisions will be rescinded.  Student counseling      
and additional collection efforts are being implemented to reduce these         
default rates.                                                                  

Career Services                                                                 
---------------                                                                 
The Company believes that the employment of its graduating students is          
essential to its ability to attract new students.  There were more than         
45,600 graduates over the ten year period ending October 1995 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, 91.5% 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       

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activity, resume preparation and job interviewing.  The staff also              
maintains contact with local and national employers to determine job            
opportunities and arrange interviews.                                           

The Company attempts 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 Company.                        

Full and part-time U.S. degree and diploma program graduates for the three      
classes which ended in calendar year 1995, and for the three classes which      
ended in calendar year 1994, were employed in their chosen field within six     
months of graduation, based on data reported to the DeVry Institutes, as        
follows:                                                                        

                                                                · 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(1) Employed(2) Positions  Employed(2)  Employed(1)
                  ----------   ---------   ---------  ---------    ---------  
                                                                              
Calendar Year                                                                 
1995 Graduating                                                               
Classes (2/95,                                                                
6/95, 10/95)          4,166       4,070       3,882      95.4%       93.2%    

Calendar Year                                                                 
1994 Graduating                                                               
Classes (2/94,                                                                
6/94, 10/94)          4,207       4,064       3,848      94.7%       91.5%    


----------------------------                                                    
(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.                                                

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

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The majority of employers of the DeVry Institutes' graduates are in the         
electronics or information processing industries.  Management 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 Co., EDS, General          
Electric Company, IBM, INTEL, Motorola Inc. and Sprint.                         

KGSM 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 KGSM 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.                                                   

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.                                

Employees                                                                       
---------                                                                       
As of August 1996, the Company had approximately 2,900 full and part-time       
employees.  In addition, the DeVry Institutes employed over 1,000 students      
as faculty assistants and in other part-time positions and used over 200        
visiting instructors who teach on an as-needed, course-by- course basis,        
primarily for evening courses.  The majority of KGSM faculty members are        
practicing business professionals who are engaged to teach on a course-by-      
course basis.  KGSM used over 300 such faculty members during the year.         
None of the Company's employees is represented by a union. The Company          
believes that relations with its employees are satisfactory.                    

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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.                  

ITEM  2 - PROPERTIES                                                            
--------------------                                                            

DeVry Institutes                                                                
----------------                                                                
The DeVry Institute campuses are located in both suburban communities and       
urban neighborhoods.  They are all easily accessible to major                   
thoroughfares.  Each Institute campus includes teaching facilities,             
admissions and administrative offices.  Teaching facilities are housed in       
modern, air-conditioned buildings that include classrooms, laboratories,        
libraries, bookstores and student lounges.  Electronics laboratories            
include PC based instrumentation and microprocessor development/circuit         
simulation systems along with traditional 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 five 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, 98,000 square foot company owned facility in North Brunswick, N.J., in     
advance of the summer term class start.                                         

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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 is the second satellite to the main campus operation in North       
York (Toronto) and the fourth DeVry Institute in Canada.                        

The table below sets forth certain information regarding each of the            
properties at which the DeVry Institutes conduct educational operations:        

                                                                · Download Table
                       DeVRY  INSTITUTE   CAMPUSES                       
                       ---------------------------                       

                                                 Full and                
                                                 Part-Time               
                                  Area           Students                
                                  (Approximate   Attending               
                                  Square Feet)   Spring 1996    Ownership
                                  ------------   -----------    ---------
                                                                         
Decatur (Atlanta), Georgia        107,500           2,766         Owned  
Chicago, Illinois                 104,850           2,924         Owned  
Addison (Chicago), Illinois        91,600           3,137         Leased 
Columbus, Ohio                    106,480(1)        2,473         Owned  
North Irving (Dallas), Texas       95,250           2,294         Leased 
Kansas City, Missouri              74,500           1,902         Owned  
Phoenix, Arizona                  120,200           2,559         Owned  
Pomona (Los Angeles), California  100,500           2,938         Leased 
Long Beach (Los Angeles),                                                
  California                       98,240           1,056         Leased 
Woodbridge, New Jersey             97,470           2,423         Leased 
Calgary, Alberta, Canada           42,900           1,389         Leased 
North York (Toronto), Ontario,                                           
  Canada                           51,690           1,499         Leased 
Scarborough (Toronto), Ontario,                                          
  Canada                           35,400             790         Leased 
                                                   ------                
                                                   28,150                
                                                   ======                

-------------------------------                                                 
(1) Includes 14,400 square feet of modular buildings.                     

The Company placed a deposit in escrow on a parcel of land in the San           
Fernando Valley, California, for the construction of a third campus in the      
Los Angeles area.  Completion of the purchase is dependent upon, among          
other things, obtaining zoning of the property for campus use.                  

In Alpharetta (Atlanta), Georgia, the Company is finalizing contracts with      
a developer for the construction of a build to suit, leased campus in that      
suburb.  The facility, planned at 65,000 square feet, is expected to open       
for classes in fiscal 1998.                                                     

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The Company has begun a search for land in the San Francisco area for           
construction of a campus to serve the Northern California area.  In New         
York, a search is underway for an existing building that can be renovated       
to the Company's specifications for operation in the New York City area.        

KGSM                                                                            
----                                                                            
KGSM centers include teaching facilities, admissions and administrative         
offices.  The centers are housed in modern, air conditioned buildings whose     
locations were chosen for their convenience to students.  Keller centers        
range in size from approximately 3,600 to 9,000 square feet.                    

In the spring of 1996, Keller Graduate School of Management opened one new      
center in Tysons Corner, Virginia (Washington, D.C. area).                      

The table below sets forth certain information regarding each of the            
properties at which KGSM conducts educational operations:                       

                                                                · Download Table
                             KGSM CENTERS                         
                             ------------                         

                               Part-Time                          
                               Students                           
                               April 1996                Ownership
                               ----------                ---------
                                                                  
Chicago, Illinois                 310                      Leased 
Schaumburg, Illinois              372                      Leased 
Downers Grove, Illinois           390                      Leased 
Lincolnshire, Illinois            358                      Leased 
Orland Park, Illinois             162                      Leased 
Elgin, Illinois                   147                      Leased 
Milwaukee, Wisconsin              220                      Leased 
Waukesha, Wisconsin               164                      Leased 
St. Louis, Missouri                85                      Leased 
Kansas City, Missouri (downtown)  161                      Leased 
Kansas City, Missouri             147                      (1)    
Phoenix, Arizona                  140                      (1)    
Mesa, Arizona                     169                      Leased 
Decatur, Georgia                  190                      (1)    
Atlanta, Georgia                  168                      Leased 
Pomona, California                128                      (1)    
Long Beach, California             91                      (1)    
Tysons Corner, Virginia            41                      Leased 
                                -----                             
                                3,443                             
                                =====                             

------------------------                                                        
(1)Operates on a DeVry Institute campus.                                        

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In the fall of 1996, Keller opened a center at the Company's corporate          
headquarters location in Oakbrook Terrace, Illinois.  This is the seventh       
center in the Chicagoland area and the nineteenth center in the system.         

The downtown Chicago center will relocate to a new and larger facility in       
the downtown Chicago area this fall to permit increased enrollment at this      
location.                                                                       

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     
facilities which are leased on an as used basis, allowing classes to be         
expanded or relocated as enrollments require.                                   

Corporate                                                                       
---------                                                                       
The Company's administrative offices are located in approximately 60,000        
square feet of a leased facility in Oakbrook Terrace, Illinois.  In             
addition, the Company leases approximately 17,900 square feet of storage        
and other miscellaneous use space at this facility.                             

Corporate Educational Services maintains its headquarters at the Company's      
administrative offices in Oakbrook Terrace, Illinois.                           

The Company's leased facilities are occupied under leases whose remaining       
terms range from one to 13 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 material legal action       
except those described below.                                                   

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       

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assets purchased during the acquisition of the DeVry Institutes in 1987         
(Notes 1 and 3).  All of these issues have been resolved as a result of the     
settlement.  The settlement amount is immaterial to the Company's financial     
position, results of operations and liquidity.                                  

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 two Toronto-area          
schools.  Full unconditional reinstatement is subject to the Ministry's         
completion of certain procedures regarding verification of the Company's        
compliance with financial aid processing regulations.                           

In July 1996, the Company was served with a class action lawsuit in Canada      
alleging misrepresentation about the quality of the DeVry Institutes'           
educational programs.  The Company believes that the claims in the lawsuit      
are frivolous and without merit.  In response to the lawsuit, the Company       
has filed a Statement of Defense and intends vigorously to contest the          
allegations.                                                                    

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.............55     Mr. Keller co-founded KGSM in 1973.         
                          From the inception of the company,
Chairman of the Board and           Mr. Keller has been Chairman of the         
Chief Executive Officer             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.

Ronald L. Taylor.............52     Mr. Taylor co-founded KGSM in 1973 and      
                     has been a director since its
Director, President and             inception.  In 1981, Mr. Taylor became      
Chief Operating Officer             President and Chief Operating               
                             Officer.  Mr. Taylor is a graduate of
                             Harvard University and holds a Master
                              of Business Administration degree from
            Stanford University.

David C. MacFarlane..........52     Mr. MacFarlane joined KGSM in 1974.         
                        During the past 20 years, he has
Senior Vice President               served in a variety of                      
                       positions including Director of
                          Admissions, Dean of Admissions and
                    Dean of KGSM.  Currently Mr.
                         MacFarlane has responsibility for
                        DeVry Institute regional student
                             recruiting and various administrative
  functions.

Norman C. Metz...............48     Mr. Metz joined the Company in April        
                           1983 as a Vice President.  In 1986,
Senior Vice President               Mr. Metz assumed responsibility for         
                              operations of the DeVry Institutes. In
                             addition, Mr. Metz is responsible for
                           student recruiting in the admission
                           offices at the Institute locations.

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Name, Age and Office                         Business Experience                
--------------------                         -------------------                
O. John Skubiak..............46     Mr. Skubiak has been with KGSM for          
                            more than 18 years, progressing from
Senior Vice President               admissions representative to Dean of        
                           KGSM.  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 KGSM, Corporate
                           Educational Services and Becker CPA
Review. 

Norman M. Levine...........53       Mr. Levine has been Controller of the       
                           Company since 1987 and has been the
Vice President, Controller          Chief Financial Officer since March 1989.   
and Chief Financial Officer.        From November 1982 to 1987, Mr. Levine was  
                           Controller of the DeVry Institutes.

Marilynn J. Cason..........53       Ms. Cason joined the Company in             
                            January 1989 with responsibility for
Vice President, General             the Company's legal affairs and human       
Counsel and Corporate               resources.  From 1976 to 1988, Ms.Cason     
Secretary                           served in various legal roles as Vice       
                              President of Johnson Products Company,
                                   a manufacturer of cosmetics and toiletries.

George W. Fisher...........44       Mr. Fisher joined the Company as Vice       
                        President Canadian Operations in
Vice President,                     February 1985.  His responsibilities        
Regional Operations                 currently include operations of several     
                                  of the U.S. and Canadian DeVry Institutes.

Patrick L. Mayers..........56       Dr. Mayers joined KGSM in 1978 as Dean      
                             of Academic Affairs.  Dr. Mayers, who
Vice President, Academic            obtained his B.A., M.A., M.B.A. and         
Affairs, KGSM                       Ph.D. Degrees from the University of        
                              Chicago, was elected an officer of the
        Company in 1987.

Gerald Murphy..............49       Mr. Murphy joined the Company in late       
                     1995 as a Vice President with
Vice President,                     responsibility for the operation of         
Regional Operations                 several of the U.S. and Canadian DeVry      
                            Institutes.  Prior to joining DeVry,
                             Mr. Murphy served as a Vice President
                                of Education Management Corp. and of the
                      Universal Technical Institute.

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Name, Age and Office                         Business Experience                
--------------------                         -------------------                
James Otten................47       Dr. Otten joined the Company in late        
                     1995 as a Vice President with
Vice President,                     responsibility for the operation of         
Regional Operations                 several of the U.S. DeVry Institutes.       
                                Prior to joining DeVry, Dr. Otten served
                                  as President of the Katherine Gibbs School
                               in Boston and of the Brown Institute in
    Minneapolis.

Sharon Thomas-Parrott......45       Ms. Thomas-Parrott joined the Company       
                              in January 1982 after several years as
Vice President, Government          an officer in the U.S. Department of        
Relations                           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.

Robert R. Roehrich.........49       Dr. Roehrich joined the Company in          
                             June 1981 as Dean of Computer Science
Vice President, Academic            at the Columbus DeVry Institute.  In        
Affairs                             March 1983, he became Vice                  
                           President, Accreditation, following
                            which he was elected Vice President,
         Academic Affairs.

Kenneth Rutkowski..........49       Mr. Rutkowski joined the Company in         
                      1985 as Director of Operations
Vice President, Operations          and Administrative Services and was         
Services and Administration         promoted to his current position in         
                               May 1991.  His current responsibilities
                           include managing the Company's real
                         estate and various administrative
  functions.

Vijay Shah.................45       Mr. Shah joined the Company in 1977         
                            progressing from a representative in
Vice President, Admissions          an admissions office to director of         
                            admissions at a DeVry Institute.  He
                     has been National Director of
                              Admissions since 1989 and was promoted
                         to his current position in August
1994.   

Edward J. Steffes..........46       Mr. Steffes joined the Company in           
                     September 1984 as director of
Vice President, Marketing           marketing and was promoted to his           
                          current position in December 1986.

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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 has been traded on the New York Stock Exchange       
since November 14, 1995, under the symbol DV.  Prior to that date, the          
Company's common stock traded on The NASDAQ Stock Market.                       

The following table states the high and low quotation and sales price           
information by quarter for the past two years as reported by NASDAQ and the     
New York Stock Exchange.  All quotation and sales price information has         
been adjusted for the two-for-one stock split in the form of a 100% stock       
dividend paid June 21, 1995, to shareholders of record on June 1, 1995.         

                                                                · Download Table

                        FISCAL 1996              FISCAL 1995      
                     -----------------       -------------------- 
                      HIGH        LOW         HIGH         LOW    
------------------------------------------------------------------
                                                                  
First Quarter        $25 3/4      $20        $14 1/2     $12 17/32
Second Quarter        28 1/8       22         15 1/2      12 7/8  
Third Quarter         35 1/2       25 3/4     19 5/16     15 1/4  
Fourth Quarter        45 7/8       33         21 1/2      18 1/4  
------------------------------------------------------------------

(b) Approximate Number of Security Holders                                      
--------------------------------------                                  
There were 337 holders of record of the Company's common stock as of August     
8, 1996.  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     
8,000 beneficial holders of its common stock.                                   

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(c) Dividends                                                                   
---------                                                               
The Company is a holding company and, as such, is dependent on the earnings     
of the Operating Subsidiary and Becker for funds to pay cash dividends.         
Cash flow from the Operating Subsidiary and Becker may be restricted by law     
and is subject to some restrictions by covenants in the Operating               
Subsidiary's debt agreement.  The Company has not paid any dividends on its     
common stock and expects for the 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 67 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 two-for-one stock split effective June 21, 1995.                 

RESULTS OF OPERATIONS                                                           
---------------------                                                           
1996 vs. 1995                                                                   
-------------                                                                   
Tuition revenues in 1996 increased by $29,077,000 or 14.0% from 1995.  This     
was the largest tuition revenue increase in the history of the Company and      
is attributable to both higher student enrollment at the DeVry Institutes       
and KGSM and to tuition increases implemented during the year.                  

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Cumulatively, total student enrollment at the DeVry Institutes in the three     
semesters of fiscal 1996 increased by 8.6% compared with fiscal 1995.  This     
was partly due to higher enrollments at the Long Beach, California, and         
Scarborough (Toronto), Ontario, Canada, campuses, both of which opened in       
the previous year, and partly due to increased enrollments at the               
previously existing Institutes.  This is the fifth consecutive year that        
total cumulative enrollment at the DeVry Institutes has increased from the      
previous year and the largest rise in any of those years.  At KGSM,             
cumulative total student enrollment for the five terms of fiscal 1996 grew      
by 16.7% from 1995.  The increase in enrollments was due to elevated            
enrollments at the Pomona and Long Beach, California, centers, both of          
which opened last year, the 1996 opening of a center in Tysons Corner,          
Virginia (Washington, D.C. area), and continued growth in enrollments at        
the previously existing centers.  Tuition increases have historically been      
implemented by the DeVry Institutes effective with the spring term and          
effective with the fall term at KGSM.  Tuition rates rose approximately 5%      
at DeVry, which is just slightly below the rate of last year's increase and     
below the average rate of tuition increases at other colleges and               
universities.  Tuition rates rose similarly at KGSM.                            

Other revenues are attributable primarily to sales of books and supplies to     
students attending the Company's educational programs.  Interest income on      
short-term investments of cash balances in excess of those needed for daily     
operations declined slightly from last year, as the higher level of             
payments for taxes on income, payments and receivable increases associated      
with financial aid processing at the Toronto-area campuses and completion       
of the new DeVry Institute campus in North Brunswick, New Jersey, reduced       
average investible balances during the year.                                    

Cost of educational services include the cost of faculty and related staff,     
which composed 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.  The cost of educational            
services rose by 13.6% from last year.  Costs associated with the new DeVry     

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Institutes and KGSM centers contributed to this increase along with higher      
educational costs resulting from higher student enrollments at the existing     
locations.  Depreciation expense on the Company's continued investment in       
facilities and equipment for its students increased by over $1 million from     
last year.  Tuition refund and uncollectible account expense increased in       
the year partly because of higher enrollments and a larger tuition base at      
DeVry and KGSM and partly because of the higher proportion of new DeVry         
students this year as a result of growing new student enrollments.  For the     
year, new student enrollment at the DeVry Institutes increased by 10.5%         
from last year.  New students historically withdraw at higher rates than do     
students in later terms.                                                        

Student services and administrative expense includes the costs of new           
student recruiting, curriculum development and general administrative           
costs.  These expenses increased by 12.6% from last year.  Marketing costs      
have grown to support the new DeVry Institutes and KGSM locations and to        
support the higher number of new students recruited at the existing             
locations.  General administrative expenses increased from last year partly     
due to normal inflationary changes and partly because of efforts associated     
with the Ontario Ministry of Education's suspension and subsequent              
conditional reinstatement of financial aid eligibility for students             
attending the Company's Toronto area campuses.                                  

The Company's earnings from operations, before interest expense and taxes       
on income, reached a record $33,761,000 for the year.  This represents an       
operating margin of 13.0%, up from 12.6% and 12.1% in each of the last two      
years, respectively.  Higher revenues and cost-containment measures             
contributed to the improved margins.                                            

Interest expense was reduced by $2,007,000 to $1,063,000 for the year.  The     
lower interest expense resulted from lower outstanding levels of debt           
throughout most of the year and the absence of the non-recurring make-whole     
premium payment made in 1995 when the Company voluntarily prepaid all of        
its senior subordinated notes.                                                  

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The effective tax rate represents the combination of U.S. federal and state     
and Canadian federal and provincial income taxes on the Company's               
operations in these jurisdictions.                                              

1995 vs. 1994                                                                   
-------------                                                                   
Tuition revenues in 1995 increased by $16,325,000 or 8.5% from 1994.  The       
rise is attributable to both higher student enrollment at DeVry and KGSM        
and to tuition increases implemented during the year.  Cumulatively, total      
student enrollment at the DeVry Institutes in the three semesters of fiscal     
1995 increased by 3.3% compared with fiscal 1994.  This is the fourth           
consecutive year that total cumulative enrollment has grown from the            
previous year.  At KGSM, cumulative total student enrollment for the five       
terms of fiscal 1995 grew by 17.7% from 1994.  Tuition increases have           
historically been implemented by the DeVry Institutes in the spring term        
and at KGSM in the fall.  Tuition rates grew by more than 5% at DeVry, a        
slightly lower percentage increase than was implemented in 1994.  Tuition       
rates were increased similarly at KGSM.  Historically, the Company has been     
able to pass along inflationary cost increases through higher tuition.          

Other revenues are attributable primarily to sales of books and supplies to     
students attending the Company's educational programs.  Interest income on      
short-term investments increased because of higher cash balances available      
for investment throughout most of the year and because of higher prevailing     
interest rates.                                                                 

Costs of educational services include the cost of faculty and related           
staff, which composed 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         
tuition refunds.  The cost of educational services increased by 7.1% from       
1994.  Costs associated with rising student enrollment, such as additional      
faculty and higher wages and benefits, were largely responsible for the         
increase.  The Company also continued its investment in growth with the         

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opening of new DeVry Institutes in Long Beach, California, and Scarborough      
(Toronto), Ontario, Canada.  During the year, KGSM opened two new centers       
in California, operating in the DeVry Institute campuses in these               
locations.                                                                      

Partially offsetting these cost increases was a reduction in depreciation       
expense on certain assets whose depreciable lives expired in the first          
quarter.  Tuition refund and bad debt expenses also declined, reflecting        
educational program and student service quality initiatives that have           
favorably affected the pattern of student retention, reducing refund            
expense and uncollected account balances compared to prior periods.             

Student services and administrative expense includes the costs of new           
student recruiting, curriculum development and general administrative           
costs.  These expenses increased by 8.4% from last year.  Marketing costs       
grew at a somewhat faster rate than tuition revenue in support of the two       
new DeVry campuses and two KGSM centers that opened during 1994.  For the       
year, new student enrollment at the DeVry Institutes increased by 7.6% from     
1994.                                                                           

The Company's earnings from operations, before interest expense and taxes       
on income, reached a record $28,829,000 for the year.  This represents an       
operating margin of 12.6%, up from 12.1% last year and 11.7% the year           
before.  Higher revenues; improved educational program success, producing       
greater student retention; and cost-containment measures contributed to the     
improved margins even as expansion continued.                                   

Interest expense was reduced by $1,545,000 to $3,070,000 for the year.  The     
lower interest expense resulted from scheduled principal payments and           
voluntary prepayments of the Company's funded debt.  In June, the Company       
voluntarily prepaid all $7,870,000 of its 13% senior subordinated notes,        
with a make-whole premium payment of $573,000 included in interest expense      
in the Consolidated Statement of Income.  In 1995, total funded debt was        
reduced by $10,195,000.                                                         

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Taxes on income were computed in accordance with Statement of Financial         
Accounting Standards No. 109 (FAS 109), which the Company adopted in 1992.      
The effective tax rate of 42.2% represents the combination of U.S. federal      
and state and Canadian income taxes on the Company's operations.                

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

The pattern of cash receipts is somewhat seasonal throughout the year. 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 DeVry Institute semester in July, November and March.         
Collections of these 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 to       
the end of a financial aid year, at which time all financial aid for the        
previous 12 months should have been disbursed to students' accounts.  At        
June 30, 1996, net accounts receivable were $9,684,000.  The increase in        
accounts receivable from last year results from the inclusion of a              
$1,472,000 receivable of refundable income tax and from higher revenues and     
number of students at the DeVry Institutes and KGSM during the year.  The       
increase in receivables is also attributable, in part, to the tuition           
financing offered by DeVry Canada to those students at the Toronto area         
campuses who were affected by the temporary suspension of financial aid.        
In conjunction with the conditional reinstatement of financial aid              
processing effective with the spring term, the Company returned to the          
Ontario Ministry of Education and Training payments believed to have been       

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inappropriately disbursed to students.  In addition, the Company posted a       
letter of credit with the Ministry as security against possible additional      
amounts that may have been inappropriately disbursed to students who            
incorrectly completed their financial aid applications.                         

The Company estimates that historically nearly 70% of the DeVry Institutes'     
tuition, bookstore and fee revenues are derived from some form of               
government-provided financial aid to its students.  These financial aid and     
assistance programs, in which most of the Company's students participate,       
are subject to political and budgetary considerations.  There is no             
assurance that such funding will be maintained at current levels.               
Extensive and complex regulations in the U.S. 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 the 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.  The introduction of electronic fund       
transfers for student loans and the direct loan program from the Department     
of Education have generally accelerated the receipt and processing of these     
payments by the DeVry Institutes and KGSM, contributing to the Company's        
liquidity.                                                                      

Cash payments for income taxes no longer benefit from the net operating         
loss carryovers, which were fully utilized by the end of the first quarter      
of fiscal 1996. While the increased payment of income taxes will affect the     
Company's liquidity, the Company believes that its present cash resources       
and cash flow from operations will be sufficient to meet its cash               
requirements.                                                                   

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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 the DeVry Institutes in 1987.        
All of these issues have been resolved as a result of the settlement.  The      
settlement amount, which is expected to be paid in the first quarter of         
fiscal 1997, is immaterial to the Company's financial position, results of      
operations and liquidity.                                                       

Cash generated from operations in 1996 was $28,368,000, approximately the       
same as in each of the last two years.  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 temporary borrowings under the Company's revolving       
line of credit.  Cash generated from 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 were primarily for expansion and facility improvement,     
replacement and upgrading of school laboratories and for teaching and           
administrative equipment.  Capital expenditures in 1996 were a record           
$18,352,000.  This spending reflects the Company's continued investment in      
improved quality of educational offerings, facilities and programs and in       
additional expenditures connected with the opening of new DeVry Institutes      
in Scarborough, Ontario, Canada, and Long Beach, California, last year, and     
the completion of construction of a DeVry Institute campus in North             
Brunswick, New Jersey, to replace the present leased facility in                
Woodbridge, New Jersey.                                                         

For 1997, total capital spending for existing operations is planned at          
somewhat lower levels than during the past two years.  Cash generated from      
operations and existing cash resources have been sufficient to meet capital     
requirements in the past and are anticipated to be sufficient to cover          
expansion plans in the future.                                                  

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In June 1996, the Company and its banks completed a renegotiation of its        
1994 term loan agreement.  The $85,000,000 bank facility remains an             
unsecured revolving line of credit with a higher borrowing limit, longer        
term and lower interest rates effective upon the achievement of certain         
financial ratios.  The revolving loan facility allows the Company to take       
maximum advantage of its seasonally heavy cash flows to reduce debt while       
also providing flexibility in providing funds for expansion as needed.  At      
June 30, 1996, approximately $63,000,000 of the revolving line had been         
utilized in the form of borrowings and letters of credit.  The terms of         
this loan agreement reflect the Company's strong financial position.            

In June 1996, the Company acquired certain tangible assets and tradenames       
of the Becker CPA review for $18,458,000 in cash and acquired copyrights,       
other intellectual property and publicity rights of the Becker CPA Review       
for $17,935,000.  Funds for the acquisition were provided by borrowings         
under the Company's newly renegotiated revolving line of credit.                

The Company's bank borrowings are at a floating interest rate subject to        
adjustment at varying intervals at the Company's option.  At the present        
time, the Company does not have an interest rate swap or other forms of         
protection against increases in the floating rate but has fixed the             
interval of interest rate adjustment on approximately one-third of its year-    
end borrowings for a one-year period.  The Company periodically evaluates       
its need for additional protection in light of projected interest expense       
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 48 through 63 of this report:                           

                                                 10K
                                                 Report Page
                                                 -----------
Consolidated Balance Sheets at                                              
June 30, 1996 and 1995                                   48-49        

Consolidated Statements of Income for the                                   
years ended June 30, 1996, 1995 and 1994                      50            

Consolidated Statements of Cash Flows for                                   
the years ended June 30, 1996, 1995 and 1994                  51            

Consolidated Statements of Shareholders'                                    
Equity for the years ended June 30, 1996,                                   
1995 and 1994                                                 52            

Notes to Consolidated Financial Statements                  53-62           

Report of Independent Accountants                             63            

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


                                                         June 30,       
                                                     1996        1995   
                                                     ----        ----   
                                                                        
ASSETS                                                                  

   Current Assets                                                       

      Cash and Cash Equivalents                    $ 29,948    $ 26,252 
      Restricted Cash                                16,590      20,179 
      Accounts Receivable, Net                        9,684       6,189 
      Inventories                                     3,290       3,553 
      Prepaid Expenses and Other                      2,055       1,846 
                                                   --------    -------- 
         Total Current Assets                        61,567      58,019 
                                                   --------    -------- 
   Land, Buildings and Equipment                                        

      Land                                           18,956      18,952 
      Buildings                                      50,570      39,399 
      Equipment                                      51,198      43,390 
      Construction In Progress                            -       1,337 
                                                   --------    -------- 
                                                    120,724     103,078 

      Accumulated Depreciation                      (49,283)    (42,820)
                                                   --------    -------- 
         Land, Buildings and Equipment, Net          71,441      60,258 
                                                   --------    -------- 
   Other Assets                                                         

      Intangible Assets, Net                         37,709       2,022 
      Perkins Program Fund, Net                       5,483       4,522 
      Other Assets                                    1,889       1,850 
                                                   --------    -------- 
         Total Other Assets                          45,081       8,394 
                                                   --------    -------- 
   TOTAL ASSETS                                    $178,089    $126,671 
                                                   ========    ======== 

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

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


                                                         June 30,      
                                                     1996        1995  
                                                     ----        ----  
                                                                       
LIABILITIES                                                            

   Current Liabilities                                                 

      Accounts Payable                             $ 18,859    $ 14,957
      Accrued Salaries, Wages & Benefits             14,735      12,369
      Accrued Expenses                                7,640       3,671
      Advance Tuition Payments                        7,617      13,982
      Deferred Tuition Revenue                        3,609       3,768
                                                   --------    --------
         Total Current Liabilities                   52,460      48,747
                                                   --------    --------
   Other Liabilities                                                   

      Revolving Loan                                 61,500      33,029
      Deferred Income Tax Liability                   2,207       2,318
      Deferred Rent and Other                         4,635       4,609
                                                   --------    --------
         Total Other Liabilities                     68,342      39,956
                                                   --------    --------
   TOTAL LIABILITIES                                120,802      88,703
                                                   --------    --------

COMMITMENTS AND CONTINGENCIES  (Note 8)                                

SHAREHOLDERS' EQUITY                                                   

   Common Stock, $0.01 par value, 20,000,000                           
      Shares Authorized;16,621,852 and                                 
      16,613,492 Shares Issued and Outstanding                         
      at June 30, 1996 and 1995, Respectively           166         166
   Additional Paid-in Capital                        36,694      36,610
   Retained Earnings                                 19,987         742
   Foreign Currency Translation Adjustment              440         450
                                                   --------    --------
   TOTAL SHAREHOLDERS' EQUITY                        57,287      37,968
                                                   --------    --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY         $178,089    $126,671
                                                   ========    ========

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

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


                                           For The Year Ended June 30, 

                                          1996        1995        1994 
                                          ----        ----        ---- 
                                                                       
REVENUES:                                                              

   Tuition                             $236,607    $207,530    $191,205
   Other Educational                     22,341      19,887      19,681
   Interest                               1,059       1,176         551
                                       --------    --------    --------
      Total Revenues                    260,007     228,593     211,437
                                       --------    --------    --------
COSTS AND EXPENSES:                                                    

   Cost of Educational Services         155,254     136,721     127,673
   Student Services and                                                
    Administrative Expense               70,992      63,043      58,146
   Interest Expense                       1,063       3,070       4,615
                                       --------    --------    --------
      Total Costs and Expenses          227,309     202,834     190,434
                                       --------    --------    --------
Income Before Income Taxes               32,698      25,759      21,003

Income Tax Provision                     13,453      10,863       8,778
                                       --------    --------    --------
NET INCOME                             $ 19,245    $ 14,896    $ 12,225
                                       ========    ========    ========

EARNINGS PER COMMON SHARE                 $1.14       $0.89       $0.73
                                          =====       =====       =====

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

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


                                             For The Year Ended June 30,
                                               1996     1995     1994   
                                               ----     ----     ----   
                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES                                    
  Net Income                                 $19,245  $14,896   $12,225 
  Adjustments to Reconcile Net Income to Net                            
    Cash Provided by Operating Activities:                              

     Depreciation                              7,516    6,157     6,981 
     Amortization                                 63       63       346 
     Provision for Refunds and                                          
      Uncollectible Accounts                  16,130   12,810    14,101 
     Deferred Income Tax (Provision) Benefit    (456)   5,480     2,419 
     Loss (Gain)on Disposals of Land,                                   
      Buildings and Equipment                     19       (7)      338 
     Changes in Assets and Liabilities:                                 
         Restricted Cash                       3,589   (9,130)   (1,447)
         Accounts Receivable                 (18,645) (11,746)  (14,125)
         Inventories                             263     (629)       34 
         Prepaid Expenses And Other             (118)    (128)      266 
         Perkins Program Fund Contribution                              
          and Other                           (1,188)  (1,649)    1,717 
         Accounts Payable                      3,210    3,136     1,380 
         Accrued Salaries, Wages,                                       
          Expenses and Benefits                6,239      667     3,601 
         Advance Tuition Payments             (7,340)   7,943     1,010 
         Deferred Tuition Revenue               (159)     337      (441)
                                             -------  -------   ------- 
  NET CASH PROVIDED BY OPERATING ACTIVITIES   28,368   28,200    28,405 
                                             -------  -------   ------- 
CASH FLOWS FROM INVESTING ACTIVITIES                                    
  Capital Expenditures                       (18,352) (14,551)   (6,288)
  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      (53,217) (14,551)   (6,288)

CASH FLOWS FROM FINANCING ACTIVITIES                                    
  Proceeds From Exercise of Stock Options         84       47         6 
  Proceeds From Revolving Credit Facility     46,500   22,000    35,029 
  Repayments Under Revolving Credit Facility (18,029) (20,000)   (4,000)
  Repayments of Debt                               -  (12,195)  (43,517)
                                             -------  -------   ------- 
  NET CASH PROVIDED BY (USED IN)                                        
   FINANCING ACTIVITIES                       28,555  (10,148)  (12,482)
                                             -------  -------   ------- 
Effects of Exchange Rate Differences             (10)      47      (275)
                                             -------  -------   ------- 
NET INCREASE IN CASH AND CASH EQUIVALENTS      3,696    3,548     9,360 

Cash and Cash Equivalents at Beginning                                  
 of Year                                      26,252   22,704    13,344 
                                             -------  -------   ------- 
Cash and Cash Equivalents at End of Year     $29,948  $26,252   $22,704 
                                             =======  =======   ======= 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                        
  Interest Paid During the Year              $ 1,429   $3,367    $4,606 
  Income Taxes Paid During the Year           13,902    7,080     4,607 

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

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


                                              For The Year Ended June 30,

                                                1996     1995     1994   
                                                ----     ----     ----   
                                                                         
Common Stock                                                             

   Beginning of year                          $   166  $    83  $    83  
   Two-for-one stock split in the form of a                              
    stock dividend                                  -       83        -  
                                              -------  -------  -------  
   End of year                                    166       83       83  
                                              =======  =======  =======  
Additional Paid-In Capital                                               

   Beginning of year                           36,610   36,563   36,557  
   Shares issued for exercise of stock options     84       47        6  
                                              -------  -------  -------  
   End of year                                 36,694   36,610   36,563  
                                              =======  =======  =======  
Retained Earnings (Accumulated Deficit)                                  

   Beginning of year                              742  (14,071) (26,296) 
   Net income per accompanying statement       19,245   14,896   12,225  
   Two-for-one stock split in the form of a                              
    stock dividend                                  -      (83)       -  
                                              -------  -------  -------  
   End of year                                 19,987      742  (14,071) 
                                              =======  =======  =======  
Foreign Currency Translation Adjustment                                  

   Beginning of year                              450      403      678  
   Translation Adjustment                         (10)      47     (275) 
                                              -------  -------  -------  
   End of year                                    440      450      403  
                                              =======  =======  =======  
TOTAL SHAREHOLDERS' EQUITY, END OF YEAR       $57,287  $37,885  $22,978  
                                              =======  =======  =======  

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, 1996   

NOTE  1:  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES                

Nature of Operations                                                    
DeVry Inc. (the Company) is a holding company which, through its        
wholly owned subsidiaries, operates a national 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 operations, accounting, technical management and      
telecommunications management.  The DeVry Institutes are located on 10  
campuses in the United States and four campuses in Canada.  Keller      
Graduate School (Keller) awards master's degrees in business            
administration, human resource management and project management.       
Keller classes are offered at 18 locations in Illinois, Wisconsin,      
Missouri, Georgia, Arizona, California and Virginia.  The Corporate     
Educational Services division offers on-site management and             
technical training programs for larger employers and government         
agencies.   Becker CPA Review (Becker CPA), acquired June 19, 1996      
(Note 2), 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 135   
locations in the United States and at eight 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 upon an April 30  fiscal year end,      
which is its natural year end based on its business cycle.  There       
were no events ocurring during the intervening period  before June 30,  
that materially effected 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.                                                             

Cash and Cash Equivalents                                               
Cash and cash equivalents 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 creditworthiness of the security issuers and financial    
institutions with which it invests.                                     

Financial Aid and Restricted Cash                                       
The financial aid and assistance programs, in which most of the         
Company's students participate, are subject to political and budgetary  
considerations.  There is no assurance that such funding will be        
maintained at current levels.  Extensive and complex regulations in     
the U.S. 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   
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 U.S. government    
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.   

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NOTE  1:  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES (continued)    

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 $6,603,000 and $5,368,000   
at June 30, 1996 and 1995, respectively.  Textbook sales and other      
educational revenues are recognized when they occur.  Revenue from      
training services is recognized when the training is provided.          

Inventories                                                             
Inventories consist mainly of textbooks, electronics kits and supplies  
held for sale to students enrolled in KGSM'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.     
The amount of interest capitalized for the years ended June 30, 1996    
and 1995, was $314,000 and $101,000, respectively. 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 to the acquired business operations of the     
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 $1,547,000   
and $1,275,000 at June 30, 1996 and 1995, respectively.                 

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.       

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NOTE  1:  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES (continued)    

Foreign Currency Translation                                            
The financial position and results of operations of KGSM's Canadian     
subsidiary are measured using the local currency as the functional      
currency.  Assets and liabilities of the foreign subsidiary 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 prevailing during the year.  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, 1996, 1995 and 1994, 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 for  
income tax purposes.  Effects of statutory rate changes are recognized  
for financial reporting purposes in the year in which enacted by law.   

Stock Split                                                             
On May 17, 1995, the Company's board of directors authorized a          
two-for-one stock split in the form of a 100% stock dividend payable    
on June 21, 1995, to shareholders of record on June 1, 1995.  The par   
value of the additional shares arising from the split 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 the stock      
split.                                                                  

Earnings Per Common Share                                               
Earnings per common share are determined by dividing net earnings by    
the weighted average  number of common and common share equivalents     
outstanding during the year after giving retroactive effect to the      
stock split.  Incentive stock options are included as common stock      
equivalents using the treasury stock method.  The number of shares      
used in computing the net earnings per share was 16,830,000,            
16,727,000 and 16,694,000 in 1996, 1995 and 1994, respectively.         

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.                                                   

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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 trademarks 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    
and centrally graded 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 ocurred at the beginning of         
each fiscal year.  The pro forma information is based on historical     
results of operations  and does not necessarily reflect the actual      
results that would have ocurred, nor is it necessarily indicitive of    
future results of operations of the combined  enterprises (dollars in   
thousands except for per share amounts):                                

                               1996             1995
                               (Unaudited)       (Unaudited)
                               -----------       -----------
 Net Sales                       $279,938         $248,386
 Net Income                        19,375           15,035
 Earnings Per Common Share          $1.15            $0.90

NOTE  3:  INTANGIBLE  ASSETS                                            

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

                                                                · Download Table

                                 1996             1995    
                             -----------       ---------- 
                                                          
Trademarks                   $ 2,521,000       $2,521,000 
Tradenames                    17,465,000                - 
Intellectual Property         17,425,000                - 
Other                            860,000                - 
                             -----------       ---------- 
                              38,271,000        2,521,000 
Accumulated Amortization        (562,000)        (499,000)
                             -----------       ---------- 
                             $37,709,000       $2,022,000 
                             ===========       ========== 

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NOTE  4:  INCOME TAXES                                                  

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

                                                                · Download Table

                      For the Year Ended June 30,          
                 1996              1995             1994   
             -----------       -----------      -----------
                                                           
U.S.         $35,645,000       $23,323,000      $18,220,000
Foreign       (2,947,000)        2,436,000        2,783,000
             -----------       -----------      -----------
Total        $32,698,000       $25,759,000      $21,003,000
             ===========       ===========      ===========

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

                                                                · Download Table

                            For the Year Ended June 30,             
                          1996              1995             1994   
                      -----------      ------------       ----------
                                                                    
Current Tax Provision:                                              
  U.S. Federal        $11,373,000       $ 3,141,000       $4,237,000
  State and Local       2,400,000           897,000          596,000
  Foreign                (776,000)        1,345,000        1,526,000
                      -----------       -----------       ----------
     Total Current     12,997,000         5,383,000        6,359,000

Deferred Tax Provision:                                             
  U.S. Federal            381,000         4,578,000        2,039,000
  State and Local         273,000           838,000          268,000
  Foreign                (198,000)           64,000          112,000
                      -----------       -----------       ----------
    Total Deferred        456,000         5,480,000        2,419,000
                      -----------       -----------       ----------
Net Income Tax                                                      
 Provision            $13,453,000       $10,863,000       $8,778,000
                      ===========       ===========       ==========

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

                                                                · Download Table

                               For the Year Ended June 30,             
                         1996              1995             1994       
                   ----------------- ----------------- ----------------
                                                                       
Expected Provision $11,444,000 35.0% $ 9,016,000 35.0% $7,351,000 35.0%
Higher Rates on       (312,000)(1.0%)    323,000  1.3%    308,000  1.5%
 Foreign Operations                                                    
State Income Taxes   1,767,000  5.4%   1,123,000  4.4%    875,000  4.1%
Other                  554,000  1.7%     401,000  1.5%    244,000  1.2%
                   -----------       -----------       ----------      
Income Tax                                                             
 Provision         $13,453,000 41.1% $10,863,000 42.2% $8,778,000 41.8%
                   ===========       ===========       ==========      

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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,        
                       1996              1995             1994    
                    ----------        ----------       ---------- 
                                                                  
Loss Carryforwards  $        -        $  829,000       $5,038,000 
Employee Benefits    1,207,000         1,187,000        1,027,000 
Tax Credits                  -            47,000           92,000 
Rental and                                                        
 Occupancy             762,000           787,000          609,000 
Receivable Reserves                                               
 and Other           2,953,000         1,608,000        1,943,000 
                    ----------        ----------       ---------- 
  Gross Deferred                                                  
   Tax Assets        4,922,000         4,458,000        8,709,000 

Depreciation and                                                  
 Other              (4,837,000)       (5,014,000)      (3,970,000)
Amortization        (1,176,000)         (991,000)        (806,000)
                    ----------        ----------       ---------- 
  Gross Deferred Tax                                              
   Liabilities      (6,013,000)       (6,005,000)      (4,776,000)
                    ----------        ----------       ---------- 
Net Deferred Taxes ($1,091,000)      ($1,547,000)      $3,933,000 
                    ==========        ==========       ========== 

Based on the Company's history of operating earnings and its            
expectations for the future, management believes that operating income  
will more than likely 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,    
                                  1996        1995        1994    
                               --------   ----------   ---------- 
                                                                  
Realization of Operating Loss                                     
  Carryforwards                $829,000   $4,220,000   $4,497,000 
Excess (Tax) Book Depreciation                                    
  and Amortization             (266,000)      87,000     (339,000)
Excess of Amounts Expensed for                                    
  (Book) Tax Purposes Over                                        
  Amounts Deductible for Book                                     
  (Tax) Purposes               (159,000)     973,000   (1,739,000)
Other, Net                       52,000      200,000            - 
                               --------   ----------   ---------- 
Deferred Tax Provision         $456,000   $5,480,000   $2,419,000 
                               ========   ==========   ========== 

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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 its operating subsidiary, KGSM.    
This agreement consists of a revolving credit and letter of credit      
facility, which is available to KGSM in an aggregate amount not to      
exceed $85,000,000.  This agreement was amended in June 1996 to permit  
the acquisition of Becker CPA (Note 2), increase the borrowing limits,  
extend its term and provide for reduced interest rates upon the         
achievement of certain financial ratios. All borrowings and letters of  
credit under the revolving loan agreement now mature in August 1999,    
and there are no required installment payments. Outstanding borrowings  
under the revolving loan agreeement are $61,500,000 and $33,029,000 at  
June 30, 1996 and 1995, respectively.  There is also a $1,460,000       
letter of credit outstanding under this agreement at June 30, 1996.     
Outstanding borrowings under the revolving loan agreement bear          
interest, payable quarterly, at either the prime rate or a Eurodollar   
rate plus 0.75%, at the option of KGSM.  Upon achieving certain         
financial ratios included in the June 1996 amendment, the interest      
rate can be reduced to a Eurodollar rate plus 0.35%. The effective      
interest rate on outstanding borrowings at June 30, 1996, was 6.84%.    
Outstanding letters of credit under the revolving loan agreement are    
charged an annual fee equal to 0.75% of the undrawn face amount of the  
letter of credit , payable quarterly.                                   

The bank financing agreement contains certain covenants that, among     
other things, limit capital expenditure to $25,000,000 annually 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.                                         

In June 1995, the Company voluntarily prepaid the entire $7,870,000     
remaining balance of its senior subordinated notes.   On December 1,    
1994 , in conjuntion with the scheduled principal payment on this       
date, the Company made a voluntary prepayment of $775,000  These        
senior subordinated notes bore interest at a rate of 13% per annum and  
were subordinate to the revolving credit facility.                      

NOTE  6:  EMPLOYEE  BENEFIT  PLANS                                      

Profit Sharing Retirement Plan                                          
All employees who meet certain eligibility requirements can             
participate in KGSM's 401(k) Profit Sharing Retirement Plan.   KGSM     
contributes to the plan an amount equal to 1.5% of the total eligible   
compensation of employees who make contributions under the plan.        
KGSM's matching contributions under the plan were approximately         
$765,000, $636,000 and $608,000 in 1996, 1995 and 1994, 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 $1,924,000, $1,566,000 and $1,413,000 in 1996, 1995 and   
1994,  respectively.                                                    

Employee Stock Purchase Plan                                            
Effective August 1, 1993, the Company established the DeVry Inc.        
Employee Stock Purchase Plan.  The Plan stipulates that 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, 1996, 1995     
and 1994.                                                               

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NOTE  7:  STOCK  OPTION  PLANS                                          

The Company maintains three stock option 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 will be    
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 ten 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.  

Share status of each of these plans at June 30, 1996, was as follows:   

                                                                · Download Table

                                        Reserved for   Available for
                            Authorized    Issuance     Future Grant 
                            ----------   ----------    -----------  
                                                                    
Stock Incentive Plan           200,000     184,600         3,400    
1991 Stock Incentive Plan      200,000     199,040        61,100    
1994 Stock Incentive Plan      400,000     398,000       358,000    

Activity during the three years ended June 30, 1996, with respect to    
options under these plans, was as follows:                              

                                                                · Download Table

                                  Shares      Option Prices
                                 -------      -------------
                                                           
Under Option at June 30, 1993    122,000      $1.57 - 10.18
        Options Exercised         (1,800)          3.50    
        Options Canceled          (2,000)         13.13    
        Options Granted           65,400      13.13 - 13.88
                                 -------      -------------
Under Option at June 30, 1994    183,600       1.57 - 13.88
        Options Exercised         (7,000)      3.50 - 13.13
        Options Canceled          (7,600)      3.50 - 13.13
        Options Granted          142,500      12.94 - 14.75
                                 -------      -------------
Under Option at June 30, 1995    311,500       1.57 - 14.75
        Options Exercised         (8,360)      3.50 - 14.75
        Options Canceled         (10,550)     12.94 - 21.75
        Options Granted           66,550      21.75 - 25.13
                                 -------      -------------
Under Option at June 30, 1996    359,140       1.57 - 25.13
                                 -------      -------------
Exercisable at June 30, 1996     151,040      $1.57 - 14.75
                                 -------      -------------

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NOTE  8:  COMMITTMENTS  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, 1996, are as follows:                    

Year Ended June 30,             Amount                  
------------------           -----------                
1997                        $12,410,000               
1998                         11,740,000               
1999                         10,580,000               
2000                          9,480,000               
2001                          9,360,000               
Thereafter                  $56,170,000               

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.                 

Rent expenses for the years ended June 30, 1996, 1995 and 1994, were    
$13,879,000, $12,553,000 and $9,611,000, respectively.                  

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     
material legal action except those described below.                     

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 the DeVry Institutes  in 1987 (Notes 1 and 3).  All of these issues  
have been resolved as a result of the settlement.  The settlement       
amount is immaterial  to the Company's financial position, results of   
operations and liquidity.                                               

During 1996, the Ontario Ministry of Education and Training             
temporarily suspended and 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 financial aid processing regulations.  

In July 1996, the Company was served with a class action lawsuit in     
Canada alleging misrepresentation about the quality of the DeVry        
Institutes' educational programs.   The Company believes that the claims
in the lawsuit are frivolous and without merit.  In response to the     
lawsuit, the Company has filed a Statement of Defense and intends to    
vigorously contest the allegations.  Although the outcome cannot be     
predicted with certainty, the Company believes the resolution of this   
 matter will not have 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 and Canada.  Revenues, income before interest and  
taxes, and identifiable assets by geographic area are as follows:       

                                                                · Download Table

                               For the Year Ended June 30,            
                          1996              1995             1994     
                      ------------      ------------      ------------
                                                                      
Revenues:                                                             
        U.S.          $234,180,000      $205,424,000      $192,842,000
        Foreign         25,827,000        23,169,000        18,595,000

Income Before Interest                                                
  and Taxes:                                                          
        U.S.            36,708,000        26,393,000        22,835,000
        Foreign         (2,947,000)        2,436,000         2,783,000

Identifiable Assets:                                                  
        U.S.           170,828,000       119,160,000       100,080,000
        Foreign          7,261,000         7,511,000         6,718,000

NOTE  10:  QUARTERLY  FINANCIAL  DATA  (UNAUDITED)                      

Summarized unaudited quarterly data for the years ended June 30, 1996   
and 1995, are as follows (dollars in thousands, except for per share    
amounts):                                                               

                                                                · Download Table

1996                              Quarter                         
--------------------------------------------------------   Total  
                      First    Second   Third    Fourth     Year  
                      --------------------------------------------
                                                                  
Revenues              $59,839  $66,940  $68,412  $64,816  $260,007
Income Before                                                     
 Interest and Taxes     7,382    9,336    8,822    8,221    33,761
Net Income              4,031    5,385    5,062    4,767    19,245
Earnings Per Common                                               
 Share                   0.24     0.32     0.30     0.28      1.14
                                                                · Download Table

1995                              Quarter                         
-------------------------------------------------------    Total  
                      First    Second   Third    Fourth     Year  
                      --------------------------------------------
                                                                  
Revenues              $51,955  $59,299  $59,739  $57,600  $228,593
Income Before                                                     
 Interest and Taxes     5,770    8,198    7,652    7,209    28,829
Net Income              2,932    4,343    4,098    3,523    14,896
Earnings Per Common                                               
 Share                   0.18     0.26     0.24     0.21      0.89

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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 66 present fairly, in all         
material respects, the financial position of DeVry Inc. and its subsidiaries    
at June 30, 1996 and 1995, and the results of their operations and their        
cash flows for each of the three years in the period ended June 30, 1996,       
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.                                                        

Price Waterhouse LLP                                                            
Chicago, Illinois                                                               
August 6, 1996                                                                  

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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 19, 1996, and is incorporated herein by     
reference.  Information regarding executive officers is included on pages       
34 through 36 in Part I of this Form 10-K.                                      

Information regarding compliance with Section 16(a) filings, if required,       
will be included in the Proxy Statement for the Annual Meeting of               
Stockholders to be held November 19, 1996, 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 19, 1996, 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 19, 1996, 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 19, 1996, 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 48 through 63 of this Form  
10-K.                                                                 

                                                   10K
                                                   Report Page
                                                   -----------
Consolidated Balance Sheets at                                        
June 30, 1996 and 1995                                     48-49      

Consolidated Statements of Income for the                             
years ended June 30, 1996, 1995 and 1994                    50        

Consolidated Statements of Cash Flows for                             
the years ended June 30, 1996, 1995 and 1994                51        

Consolidated Statements of Shareholders'                              
Equity for the years ended June 30, 1996,                             
1995 and 1994                                               52        

Notes to Consolidated Financial Statements                 53-62      

Report of Independent Accountants                           63        

(2)  Supplemental Financial Statement Schedules                       

The   following   supplemental  schedule  of  the  Company   and   its
subsidiaries is included on page 70 of this Form 10-K.                

                                                   10K
                                                   Report Page

II.  - Valuation and Qualifying Accounts                    70        

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 71 through 72  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, 1996.               

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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,      1996        1995        1994        1993        1992   
----------------------------------------------------------------------------------------------------------------- 
                                                                                                                  
OPERATING:                                                                                                        
   Revenues                                              $260,007    $228,593    $211,437    $191,915    $179,196 
   Depreciation                                             7,516       6,157       6,981       6,609       6,782 
   Amortization of Intangible Assets                           63          63         346         190         410 
   Earnings Before Interest and Taxes (EBIT)               33,761      28,829      25,618      22,438      19,534 
   EBIT as a Percent of Revenues                             13.0%       12.6%       12.1%       11.7%       10.9%
   Interest Expense                                         1,063       3,070       4,615       6,849       9,661 
   Income before Cumulative Effect of Change in                                                                   
     Accounting Principle                                  19,245      14,896      12,225       9,431       5,889 
   Change from Prior Year in Income before Cumulative                                                             
     Effect of Change in Accounting Principle                29.2%       21.8%       29.6%       60.1%         NM 
   Net Income                                              19,245      14,896      12,225       9,431      21,687 
   Per Share:                                                                                                     
   Income before Cumulative Effect of Change in                                                                   
     Accounting Principle                                    1.14        0.89        0.73        0.57        0.36 
     Net Income                                              1.14        0.89        0.73        0.57        1.31 
     Shares Used in Calculating Per Share                                                                         
       Amounts (In Thousands)                              16,830      16,727      16,694      16,631      16,668 
FINANCIAL POSITION:                                                                                               
   Cash and Cash Equivalents                               29,948      26,252      22,704      13,344      16,015 
   Total Assets                                           178,089     126,671     106,798      99,210     110,769 
   Total Funded Debt                                       61,500      33,029      43,224      55,712      77,563 
   Total Shareholders' Equity                              57,287      37,968      22,978      11,022       1,322 
OTHER SELECTED DATA:                                                                                              
   Cash Provided by Operating Activities                   28,368      28,200      28,405      24,058      15,282 
   Capital Expenditures                                    18,352      14,551       6,288       5,147       3,892 
   Total Fall Term Student Enrollment                      32,612      29,884      28,815      27,336      26,941 
   Shares Outstanding at Year-end                                                                                 
       (in Thousands)                                      16,622      16,613      16,606      16,604      16,338 
   Closing Price of Common Stock                                                                                  
       at Year-end                                          45          20        14 1/2     12 9/16        9     
   Price Earnings Ratio on Common Stock (1)                 39          22          20          22          25    
   Number of Shareholders of Record                        339         252         211         192         139    

   (1) Computed on trailing four quarters of fully diluted earnings before cumulative effect of accounting change.

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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, 1996             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             09/23/96

/S/Ronald L. Taylor                                                             
Ronald L. Taylor              President, Chief Operating                        
                     Officer and Director             09/23/96

/s/Norman M. Levine                                                             
Norman M. Levine              Vice President, Chief                             
         Financial Officer, Controller
                     and Principal Accounting Officer 09/24/96

/s/David S. Brown                                                               
David S. Brown                Director                         09/17/96         

/s/Ann I. Gannon                                                                
Ann I. Gannon                 Director                         09/17/96         

______________________                                                          
Robert E. King                Director                                          

/s/Thurston E. Manning                                                          
Thurston E. Manning           Director                         09/17/96         

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SIGNATURES (CONTINUED)      
----------------------      

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

/s/Robert C. McCormack                                                          
Robert C. McCormack           Director                         09/18/96         

/s/Julie A. McGee                                                               
Julie A. McGee                Director                         09/17/96         

/s/Hugo J. Melvoin                                                              
Hugo J. Melvoin               Director                         09/18/96         

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                                                        · Enlarge/Download Table
                                          DeVRY INC.                                                 

                                          SCHEDULE II                                                

                        VALUATION AND QUALIFYING ACCOUNTS AND RESERVES                               

                        For the Years Ended June 30, 1996, 1995 and 1994                             
                                     (Dollars in Thousands)                                          


                                          Balance at  Charged to   Charged to              Balance at
                                          Beginning   Costs and      Other     Deductions    End of  
Description of Allowances and Reserves    of Period    Expenses     Accounts      (a)        Period  
--------------------------------------    ----------  ----------   ----------  ----------  ----------
                                                                                                     
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 

1995                                                                                                 
Deducted from accounts receivable for                                                                
  refunds and uncollectible accounts         $6,121     $12,634      $     -     $13,387      $5,368 

Deducted from notes receivable for                                                                   
  uncollectible notes                            29           5            -          10          24 

For loss on disposition of inventory             62          15            -          16          61 

For loss on DeVry capital contributions                                                              
  to Perkins loan program                     1,099         176            -           -       1,275 

1994                                                                                                 
Deducted from accounts receivable for                                                                
  refunds and uncollectible accounts         $6,018     $14,252      $     -     $14,149      $6,121 

Deducted from notes receivable for                                                                   
  uncollectible notes                            60         (15)           -          16          29 

For loss on disposition of inventory             41          40            -          19          62 

For loss on DeVry capital contributions                                                              
  to Perkins loan program                     1,079          20            -           -       1,099 

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INDEX TO EXHIBITS       
-----------------       

                  Sequentially
Exhibit                                      Numbered    Incorporated by        
Number     Exhibit                            Page        Reference to          
------     -------                         ------------  ---------------        

2(a)   Agreement regarding purchase of                   Exhibit 2 to the       
  Becker CPA assets dated as of                     Company's Form 8-K
  June 19, 1996.                                    filed July 3, 1996

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

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

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

4(c)   Amended and Restated Financing                                           
Agreement, dated as of June 12, 1996,                             
between Keller Graduate School of                                 
Management, Inc., certain financial                               
institutions and Bank of America                                  
Illinois.                                 73-175                  

4(d)   Note Agreement, dated as of November 15,          Exhibit 4(l) to the    
   1987, by and among Keller Graduate School         Company's Form S-1,
of Management, Inc., the Registrant and           #33-40151 dated 
certain financial institutions regarding          April 24, 1991  
the 13% Senior Subordinated Notes and                             
the 13% Convertible Senior Subordinated                           
Notes                                                             

4(e)   First Amendment and Exchange Agreement,           Exhibit 4(m) to the    
    dated as of August 1, 1990, by and among          Company's Form S- 1,
Keller Graduate School of Management,             #33-40151 dated 
Inc., the Registrant and certain financial        April 24, 1991  
institutions regarding the Note Agreement                         
dated as of November 15, 1987                                     

4(f)   Second Amendment to Note Agreement, dated         Exhibit 4(m) to the    
   as of May 30, 1991, by and among Keller           Company's Form 10-K
  Graduate School of Management, Inc., the          for the year ended
Registrant and certain financial                  June 30, 1991   
institutions regarding the Note Agreement                         
dated as of November 15, 1987                                     

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                  Sequentially
Exhibit                                      Numbered    Incorporated by        
Number     Exhibit                             Page       Reference to          
------     -------                         ------------  ---------------        
4(g)   Instrument of Waiver and Consent dated            Exhibit 4(r) to the    
  as of August 31, 1992, by and among               Company's Form S-3
Keller Graduate School of Management, Inc.,       #33-58636, dated
 the Registrant and certain financial              February 22, 1993
institutions regarding the Note Agreement                         
dated as of November 15, 1987                                     

10(a)  Registrant's Amended and Restated Stock           Exhibit 10(a) to the   
   Incentive Plan                                    Company's Form S-3,
                                                 #33-58636 dated
                                                   February 22, 1993

10(b)  Registrant's 1991 Stock Incentive                 Exhibit 10(b) to the   
    Plan                                              Company's Form S- 1,
                                                 #33-40151 dated
                                                April 24, 1991

10(c)  Registrant's 1994 Stock Incentive                 Exhibit 10(c) to the   
   Plan                                              Company's Form 10-K
                                                    for the year ended
                                               June 30, 1994

10(d)  DeVry Inc. Amended and Restated                                          
Profit Sharing Retirement Plan                                    
dated effective as of July 1, 1992       176-237                  

10(e)  First Amendment to the DeVry Inc.                                        
Amended and Restated Profit Sharing                               
Retirement Plan                              238                  

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

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

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

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

21     Subsidiaries of the Registrant               239                         

23     Consent of Price Waterhouse LLP,             240                         
independent accountants                                           

27     Financial Data Schedule                      241

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Dates Referenced Herein and Documents Incorporated By Reference

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

	8/31/92	72
	2/22/93	72
	8/1/93	59
	6/30/94	19	72
	12/1/94	59
	5/17/95	55
	6/1/95	37	55
	6/21/95	37	55
	6/30/95	19	71
	7/18/95	71
	11/14/95	37
	6/12/96	71
	6/19/96	53	71	8-K
For The Period Ended	6/30/96	1	70
	7/3/96	71		8-K
	8/6/96	63
	8/8/96	37
	9/1/96	1
	9/23/96	68
Filed On / Filed As Of	9/24/96
	11/19/96	1	65	PRE 14A

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Devry Inc · 10-K · For 6/30/96

Filed On 9/24/96 · SEC File 1-13988 · Accession Number 730464-96-12

Annual Report · Form 10-KFiling Table of Contents

10-K · Annual ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

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