SecProbe.io

February 15, 2011
   Mr. Richard M. Gunst  Senior Vice President and Chief Financial Officer
DeVry Inc. 3005 Highland Parkway Downers Grove, Illinois  60515
Re: DeVry, Inc.
Form 10-K for the fiscal year ended June 30, 2010 Filed August 25, 2010
  Form 10-Q for the quarter ended December 31, 2010
File No. 1-13988

Dear Mr. Gunst:

 We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other porti ons of your documents.  Please comply with the
following comments in future filings.  Confirm in  writing that you will do so and explain to us
how you intend to comply.
  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Mr. Richard M. Gunst  DeVry Inc. February 15, 2011 Page 2

Form 10-K for the Year Ended June 30, 2010

 Liquidity and Capital Resources, page 63

1. We note from your disclosures on page 63, that you have entered into a limited default risk
sharing arrangement for certain supplementary loan programs funded by private lenders.  Please tell us in more detail about the nature and extent of your involvement in these risk
sharing arrangements and the risks and obligations you have assumed.  Please tell us the total
amount of reserves recorded at June 30, 2010 and the related expense recorded in the past
two fiscal years. Also tell us how you estimated these amounts and the accounting literature
you considered in determining the appropriate accounting treatment for these arrangements.

2. We note from your disclosures on page 66, that as of June 30, 2010, $209.8 million, or 66%
of your total cash balance, relates to your international operations.  You disclose your
intention to indefinitely reinvest this cash a nd subsequent earnings and cash flows to improve
and expand facilities and operations of your  international schools and pursue business
opportunities outside of the United States.  For th is reason, the majority of your cash at June
30, 2010 is not available for domestic general corporate purposes.  Since the majority of your
operations are located in the United States, please expand your liquidity disclosures to clearly
describe how your international cash policy affects your liquidity.  Your discussion and
analysis should provide a clear picture of your ability to generate cash and to meet existing and known or reasonably likely future cash requirements.

Please file all correspondence over EDGAR.  We urge all persons who are responsible
for the accuracy and adequacy of the disclosure in  the filing to be certain  that the filing includes
the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for th e accuracy and adequacy of  the disclosures they
have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. Richard M. Gunst  DeVry Inc. February 15, 2011 Page 3

You may contact Christy Adams, Senior St aff Accountant, at (202) 551-3363 or Terry
French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3810 with any
other questions.
Sincerely,    /s/Larry Spirgel Assistant Director
   FAX:  Pat Unzicker (630) 353-3987