SecProbe.io

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January 20, 2005

United States Securities and Exchange Commission
Att'n:  Christine Bashaw
        Staff Accountant
Washington, D.C. 20549

Re:  DeVry Inc. Form 10-K for the fiscal year ended June 30, 2004
     DeVry Inc. Form 10-Q for the quarter ended September 30, 2004
     File No. 1-13988

Dear Ms. Bashaw:

This letter is in response to your letter dated December 22,
2004, to my attention.

1. Form 10-K for the Fiscal Year Ended June 30, 2004
   -------------------------------------------------
On behalf of DeVry Inc., its management hereby acknowledges:

- that the Company is responsible for the adequacy and accuracy
  of the disclosure in its filings;
- that staff comments or changes to disclosure in response to
  staff comments in the filings reviewed by the staff do not
  foreclose the Commission from taking any action with respect
  to  the filing; and
- that the Company may not assert staff comments as a defense in
  any proceeding initiated by the Commission or any person under
  the federal securities laws of the United States.

2. Item 9A. Controls and Procedures, page 106
   ------------------------------------------
Your reference to "disclosure and internal controls" is
inconsistent with the defined terms "disclosure controls and
procedures" and "internal control over financial reporting."  In
order to better understand your evaluation of the effectiveness
of the company's disclosure controls and procedures, confirm
supplementally that you will use the correct term in future
periodic reports.

3. Item 9A. Controls and Procedures, page 106.
   -------------------------------------------
Please refer to the first and second paragraphs of existing
disclosure, where you describe your disclosure controls and
procedures and internal controls over financial reporting,
specifically that they are designed to ensure correct and
complete periodic reports, to safeguard assets, to certify assets
are used only for their intended purposes, to verify that
financial transactions are properly recorded and reported in a
timely fashion, and to permit preparation of financial statements
in conformity with GAAP.  The description appears partly based
upon the definition of disclosure controls and procedures set
forth in Rule 13a-15(e) under the Securities Exchange Act of 1934,

<PAGE>2

and partly derived from the definition of internal control
over financial reporting found in Rule 13a-15(f).  As currently
presented however, it is unclear whether the required evaluation
completely covers the effectiveness of the company's disclosure
controls and procedures.  As to disclosure controls and
procedures, your description does not indicate that your
disclosure controls and procedures are designed to ensure that
all information (not just "financial information") is recorded,
processed, summarized and reported, within the time periods
specified in the Commission's rules and forms or that information
is accumulated and communicated to management, including the
principal executive and financial officers, as appropriate to
allow timely decisions regarding required disclosure.  The
concluding sentence in the second paragraph of your disclosure
indicates that the company's disclosure controls and procedures
are effective "to ensure the correctness and completeness of this
report."  What about the timeliness of this report?  Please
confirm that the above conclusion is what was intended by your
current disclosure and confirm that all future filings will
contain similar clarifying disclosure.  Alternatively, you may
simply state that your Chief Executive Officer and Chief
Financial Officer concluded on the applicable dates that the
company's disclosure controls and procedures were effective.

Response
--------
We have combined the response to comments #2 and #3 because of
their similar nature.

We respectfully acknowledge your noting of the inconsistent use
of the defined terms "disclosure controls and procedures" and
"internal control over financial reporting."  We will correct
this inconsistent usage in our Form 10-Q for the quarter ended
December 30, 2004 that will be filed in early February and also
in all future reports.

We propose to use the following revised language:

"Evaluations required by Rule 13a - 15 of the Securities Exchange
Act of 1934 of the effectiveness of the Company's disclosure
controls and procedures (as defined in Rule 13a - 15(e) under the
Securities Exchange Act of 1934) as of the end of the period
covered by this Report have been carried out under the
supervision and with the participation of the Company's
management, including its Chief Executive Officer and Chief
Financial Officer.  Based upon such evaluations, the Chief
Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.
There have been no changes in the Company's internal controls
over financial reporting during the period covered by this report
that were identified in connection with the evaluation referred
to above that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over
financial reporting.

4. Note 3, Intangible Assets, page 125
   -----------------------------------
Please tell us how you determined your reporting units are in
accordance with paragraph 30 of SFAS No. 142 and EITF D-101.

<PAGE>3

Response
--------
The following table summarizes intangible assets, net, and
goodwill by reporting unit at June 30, 2004:

                                        ($000)

                        DeVry            Ross        Becker Professional
                      University      University            Review
                      ----------      ----------            ------
Intangible Assets      $ 1,645         $ 51,963            $32,738

Goodwill               $22,195         $239,486            $22,716

DeVry Inc. has four reporting units that are the same as its
operating segments.  These units are DeVry University, Ross
University, Becker Professional Review and the Center for
Corporate Education.

In accordance with paragraph 30 of SFAS No. 142, a reporting unit
has discrete financial information and segment management
regularly reviews the operating results. In conformity with this
definition and the definitions in SFAS No. 131, the
organizational structure of DeVry Inc. mirrors the segment
reporting units.  We have separate University segment managers
for DeVry University and for Ross University.  There is a
separate segment manager for Becker Professional Review.   Each
segment manager receives and reviews the discrete monthly
financial information for their own operation and makes decisions
with respect to operations accordingly.  This is exactly the same
information that is provided to our Chief Operating Officer and
Chief Executive Officer who together are the chief operating
decision makers. Further, this is the same information that is
provided to the Board of Directors at their periodic meetings.

Within the DeVry University and Ross University units we have
educational programs for which we can and do separately report
selected information.  For instance, we report student
enrollments and revenues separately for the undergraduate and
graduate educational programs within DeVry University.  However,
given the communality of the educational program operations and
the organizational structure that supports them, we do not have
nor do we provide to the segment managers or the chief operating
decision makers meaningful discrete financial performance
information which can serve as the basis for operating decisions
or the allocation of assets within these reporting units.  For
instance, undergraduate and graduate educational programs are, in
many cases, taught in the same facilities and managed by people
working in support of both programs.  There is no attempt made to
allocate facility or administrative expense to the undergraduate
or graduate programs.

The Becker Professional Review and our Center for Corporate
Education are similarly homogeneous in their operations and there
is no separate discrete financial reporting at any level below
the reporting unit level.

<PAGE>4

5. Note 3, Intangible Assets, page 125
   -----------------------------------
Further, tell us the operating segments that you aggregate into
your reportable segments.

Response
--------
There is no aggregation of operating segments within the DeVry
University and Ross University reportable segments.  Within the
Professional and Training reporting segment, we have aggregated
the financial results of the Becker Professional Review with the
financial results of our Center for Corporate Education since
both serve the training marketplace in a similar fashion and
operate in a similar regulatory environment.  The Center for
Corporate Education aggregated in the Professional and Training
segment is an extremely small operation with annual revenues in
fiscal year 2004 of $409,000 or 1.1% of the reporting unit
revenues and approximately 0.05% of total Company revenues.
Further, it has no separately identifiable assets other than
accounts receivable from its customers that generally total no
more than $200,000 at any time.

6. Note 4, Toronto Operations Phase Out, Impairment of Long-
   Lived Assets and Workforce Reduction, page 127
   ---------------------------------------------------------
We note that you recorded an accrual of $2.5 million for
severance pay relating to personnel reductions in the Toronto
area and certain U.S. campus operations.  Please provide us with
a detailed description of the events and circumstances that lead
to this event, what the $2.5 million accrual represents, how many
people were affected and the accounting literature that you
relied upon in your decision to record this entry.  Further tell
us when you expect the remaining liability to be settled.

Response
--------
The accrual for $2.5 million for severance pay at the end of
fiscal 2003 relating to various personnel reductions consists of
three parts.  First, an accrual for CDN$929,913 (U.S.$688,136)
for 24 members of the faculty and staff at our Toronto-area
operations.   Our campus operations in the Toronto-area had
experienced declining enrollments for a number of years, causing
us to reduce our educational program offerings there from three
locations, to two and finally to one.  Even with the focus of our
operations centered in a single location, enrollments and
revenues continued to decline.  Facing the prospect of even
further erosion of the enrollment and revenue base, and faced
with a largely fixed cost of operation in the form of facilities,
faculty and staff, the Company embarked upon a path of closing
that campus.   Having made that decision, we did not accept any
new student enrollments following the July 2003 term.
Accordingly, selected faculty and staff were no longer needed and
were notified of their termination to be effective with the
completion of their required teaching or work assignments.  All
employees were so notified prior to June 30, 2003.  Severance
payments commenced upon their termination.  An involuntary
termination liability was recorded pursuant to SFAS No. 112.   At
June 30, 2004, there remained an outstanding liability related to
this group of terminated employees of CDN$141,000 (U.S.$105,750),
to be paid until the period of severance pay has expired for the
last of the recipients in August 2005.

<PAGE>5

Similarly, in the Company's U.S. operations, declining
undergraduate enrollments, particularly in technology based
programs, had reduced revenues and the need for faculty at some
of the Company's U.S. campuses.  In order to better match
expenses to the declining enrollments, the Company offered in May
2003, a voluntary separation plan to actively employed faculty
members with 15 or more years of service and who worked at
selected campuses where enrollment declines had been most severe.
Eligible faculty had until the close of business on June 27, 2003
to request their participation in the plan.  A total of 24
faculty members chose to participate and were terminated as of
that June 30 or upon completion of their required teaching
assignments.  The total accrual for this group of faculty equaled
$1,446,564.  This voluntary termination liability was recorded
pursuant to SFAS No. 88.  The amount included wages owed under
the severance agreement, applicable payroll taxes to be paid by
the Company in connection with the severance payments and the
costs of continued medical coverage under the terms of the
agreement.

As noted above, in addition to severance payments, medical
coverage under the terms of the Company's current plan was
continued for these 24 faculty with the full cost to be paid by
the Company for one full year for each seven complete years of
service, but modified to become only a supplement when the former
faculty member became eligible for Medicare.  The cost of these
benefits was determinable based upon the known costs for the
Company's coverage of its active employees.  Wage benefits were
paid in a lump sum.  Medical coverage payments extend over the
period of coverage and still continue for some of the
participants.  At June 30, 2004, approximately $347,000 of
medical benefit costs remain to be paid, continuing on until the
final payment is made in mid-2006.

The final piece of the $2.5 million accrual was $301,213 for
wages and related payroll taxes for a group of 45 U.S. faculty
who were notified of their involuntary separation immediately
following the close of the voluntary separation plan acceptance
period.  Severance pay to this group was determined in accordance
with the Company's existing severance policy.  All of this
severance had been paid as of June 30, 2004.  This involuntary
termination liability was recorded pursuant to SFAS No. 112.

At June 30, 2004, the Company had a total liability for severance
related matters of $901,000.  This included $488,000 remaining
for severance related matters provided for as of June 30, 2003,
and $413,000 for terminations subsequent to the actions described
above.

7. Note 5, Income Taxes, page 128
   ------------------------------
We refer to the negative value ascribed to your investment in
DeVry University's Canadian operations.  Please describe the
factors and assumptions that contributed to the negative
valuation.  Tell us how you considered these factors in your
conclusion that there was no impairment in the value of the of
your goodwill for any reporting unit as of the end of fiscal 2004
and 2003.

<PAGE>6

Response
--------
The negative valuation assigned to the Company's investment in
its Canadian subsidiary was based upon a history of several years
of negative cash flows and the forecast of further negative cash
flows stemming, in part, from the declining enrollments and
revenues at the Toronto-area operations described above in our
response to comment #6.  In making this determination about the
valuation of its investment in the Canadian subsidiary, the
Company's management also considered the results of a
professional independent valuation.

As of June 30, 2003, there were no amounts assigned to goodwill
or other intangible assets in the Canadian subsidiary.  The
Canadian subsidiary was, and remains, a part of the DeVry
University reportable segment.  The Company determined for both
the fiscal year ended June 30, 2003 and June 30, 2004, that the
estimated fair market value of the DeVry University reporting
unit significantly exceeded the carrying value of the reporting
unit even after considering the negative valuation of its
Canadian subsidiary.  In arriving at this conclusion, the
Company considered the projected future cash flows for this
reporting unit and also considered the results of a professional
independent valuation.  The Canadian operations of DeVry
Unive