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    devryresponse4-20.htm

      April 20,
2009

      United
States Securities and Exchange Commission

      Division
of Corporation Finance

      Washington,
D.C. 20549-7010

      Attention:
Larry Spirgel, Assistant Director

                Re:

                DeVry
      Inc.

      Form 10-K for the fiscal year ended
June 30, 2008

      Filed August 27, 2008

      File No. 001-13988

      Dear Mr.
Spirgel:

      We are in
receipt of your comment letter dated March 24, 2009 to DeVry Inc.
(“DeVry”).  On behalf of DeVry, we have addressed your comment letter
by reproducing each comment below in bold text and providing DeVry’s
response immediately following.  We have also provided supplemental
information as requested or where we believe appropriate to the
response.

      Form 10-K for the Fiscal
Year ended June 30, 2008

      Item 1A.  Risk
Factors, Page 31

                1.

                We
      note that you have disclosed in the first paragraph on page 53 that
      intangible assets from business combinations and goodwill constitute 37%
      of your total assets and that any impairment to such assets could affect
      your future financial condition.  However, in your discussion of
      Risk Factors, you do [not] mention any risks that are associated with an
      impairment of your intangible assets and goodwill.  If you deem
      that Item 503(c) requires disclosure regarding certain risks associated
      with intangible assets and goodwill, please add such disclosure to future
      filings.

      DeVry’s
Response

      DeVry’s
goodwill and intangible assets could potentially be impaired if our business
results and financial condition were materially and adversely impacted by the
risks and uncertainties, as discussed in Item 1A - Risk Factors. If there was an
impairment of intangible assets and goodwill, the impairment itself would not
impact DeVry’s future financial condition as it would not impact DeVry’s
financial covenants under its existing revolving credit
agreement.  The impairment would be recorded as a non-cash charge in
DeVry’s consolidated financial statements.

      DeVry
intends to use language along the lines of the following in Item 1A - Risk
Factors in future filings, including its Form 10-K for the fiscal year ending
June 30, 2009, with the Securities and Exchange Commission.

      Proposed
Disclosure:

      At June
30, 2008, intangible assets from business combinations totaled $62.8 million,
and goodwill totaled $308.0 million.  Together, these assets equaled
approximately 37% of total assets as of such date.  If DeVry’s
business results  and financial condition were materially and
adversely impacted, then such goodwill and intangible assets could be impaired,
requiring possible write-off of up to $62.8 million of intangible assets and up
to $308.0 million of goodwill.

      Item 7 – Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page
40

                2.

                We
      note your use of non-GAAP disclosure of net income and earnings per share,
      excluding certain items.  In future filings, please disclose why
      management believes this presentation is important to an understanding of
      the company’s operations and financial
  condition.

      DeVry’s
Response

      DeVry
intends to use language along the lines of the following in Item 7 –
Management’s Discussion and Analysis of Financial Condition and Results of
Operations in future filings, including its Form 10-Q for the period ending
March 31, 2009, with the Securities and Exchange Commission.  This
type of language would be included as support for management’s presentation of
non-GAAP disclosure of net income and earnings per share, excluding certain
items.  DeVry has excluded gains and losses from significant real
estate transactions as management views these transactions and other
non-recurring events as discrete in nature and not representative of DeVry’s
underlying business trends and performance of its ongoing operations. Management
believes that these non-GAAP financial measures provide an additional means of
analyzing the current period results against the corresponding prior period
results.  However, these non-GAAP financial measures should be viewed
in addition to, and not as a substitute for, DeVry’s reported results prepared
in accordance with GAAP.

          2

      Proposed
Disclosure:

      As
described in Note X to the financial statements, DeVry executed certain real
estate transactions in the nine month periods ended March 31, 2009 and 2008,
which resulted in significant lease termination charges and/or losses on the
sale of facilities.  The following table illustrates the effects of
the real estate transactions on DeVry’s earnings.  Management believes
that the non-GAAP disclosure of net income and earnings per share provides
investors with useful supplemental information regarding the underlying business
trends and performance of DeVry’s ongoing operations and are useful for
period-over-period comparisons of such operations given the discrete nature of
the real estate transactions described in Note X.  DeVry uses these
supplemental financial measures internally in its budgeting
process.  However, the non-GAAP financial measures should be viewed in
addition to, and not as a substitute for, DeVry’s reported results prepared in
accordance with GAAP.  The following table reconciles these items to
the relevant GAAP information (in thousands, except per share
data):

                   For the Nine
      Months

                      Ended
      March 31,

                2009

                2008

                Net
      Income

                $xx,xxx

                $xx,xxx

                      Earnings
      per Share (diluted)

                $x.xx

                $x.xx

                Loss
      on Sale of Assets (net of tax)

                $x,xxx

                $x,xxx

                      Effect
      on Earnings per Share (diluted)

                $x.xx

                $x.xx

                Net
      Income Excluding the Loss on Sale of Assets (net of tax)

                $xx,xxx

                $xx,xxx

                Earnings
      per Share Excluding the Loss on Sale of Assets (diluted)

                $x.xx

                $x.xx

      Critical Accounting
Policies, page 52

      Impairment of Goodwill and
Other Intangible Assets

      For ease
of facilitating the review of DeVry’s response, we have separated our comments
to address each specific item of the Staff’s inquiry.

                3.

                We
      note that goodwill accounted for 30% of total assets as of June 30,
      2008.  We note that you performed your annual goodwill
      impairment test at the end of your fiscal year and concluded that goodwill
      was not impaired. In future filings, tell us whether you performed
      subsequent interim impairment tests.  If you did not, tell us
      why, addressing the factors in paragraph 8 of SFAS 144.  In
      addition, in future filings, you should discuss in your critical
      accounting policies and estimates the factors you considered in
      determining why no interim impairment under SFAS 142 was
      required.

      DeVry’s
Response

      Management
determined it was not necessary to perform interim impairment tests on the
amounts recorded for goodwill and indefinite-lived intangible assets. In making
this determination, management followed the guidance in paragraph 28 of
Statement of Financial Accounting Standards number 142.  These factors
are addressed as follows:

          3

      Goodwill
of a reporting unit shall be tested for impairment between annual tests if an
event occurs or circumstances change that would more likely than not reduce the
fair value of a reporting unit below its carrying amount. Examples of such
events or circumstances include:

      a. A
significant adverse change in legal factors or in the business
climate

      There
have been no changes in DeVry’s legal factors or the business climate that, in
our judgment, adversely affected the value of DeVry’s recorded goodwill or
indefinite-lived intangible asset balance.  While management
recognizes that there has been deterioration in the economy since DeVry’s fiscal
year 2008 impairment review, DeVry’s businesses have continued to meet
management’s expectations and forecasts.

      b. An
adverse action or assessment by a regulator

      There
have been no regulatory actions or assessments that, in our
judgment,  adversely affected the value of DeVry’s recorded goodwill
or indefinite-lived intangible asset balance.

      c.
Unanticipated competition

      Though
the industry remains competitive, there have been no new entrants into the
environment that, in our judgment, affected the value of DeVry’s recorded
goodwill or indefinite-lived intangible asset balance.

      d. A loss
of key personnel

      There
has been no loss of key personnel at any of the reporting units.

      e. A
more-likely-than-not expectation that a reporting unit or a significant portion
of a reporting unit will be sold or otherwise disposed of

      We
believe it is unlikely that any reporting unit and its recorded goodwill or
indefinite-lived intangible asset will be disposed of before the end of its
estimated useful life.

      f. The testing for recoverability
under Statement 144 of a significant asset group within a reporting
unit

      There
has been no need to test the recoverability of a significant asset or group of
assets within any of the reporting units.

          4

      g.
Recognition of a goodwill impairment loss in the financial statements of a
subsidiary that is a component of a reporting unit.

      There
has been no impairment loss recognized at any component of any of the reporting
units.

      In
addition to the specific items addressed above, other significant factors were
considered in management’s decision to not perform interim impairment
testing.  Management also examined the guidance in paragraph 8 of SFAS
144, and determined these factors did not lead to the necessity of performing
interim impairment testing.

      Management
will include disclosure in future filings detailing the factors considered in
determining whether interim impairment testing of our goodwill and
indefinite-lived intangible assets was necessary. An example of this disclosure
is included later in this response letter.

      In
light of the significance of your goodwill balance, we expect robust and
comprehensive disclosure in your critical accounting policies regarding your
impairment testing policy.  This disclosure in future filings should
provide investors with sufficient information about management’s insights and
assumption with regard to the recoverability of
goodwill.  Specifically, we believe you should provide the following
information:

                ·

                Provide
      a more detailed description of the steps you perform to review goodwill
      for recoverability.

      DeVry’s
Response

      We will
respond substantively to each of the Staff’s request, and then set forth our
proposed disclosure.

      For
goodwill, DeVry estimates the fair value of its reporting units using a
discounted cash flow model utilizing inputs which include projected operating
results and cash flows from management’s long term plan. If the carrying amount
of the reporting unit containing the goodwill exceeds the fair value of that
reporting unit, an impairment loss would be recognized to the extent the
“implied fair value” of the reporting unit goodwill is less than the carrying
amount of the goodwill.

      The
implied fair value of goodwill is determined by first allocating the fair value
of the reporting unit to all its assets and liabilities and then computing the
excess of the reporting unit’s fair value over the amounts assigned to the
assets and liabilities.  If the carrying value of goodwill exceeds the
implied fair value of goodwill, such excess represents the amount of goodwill
impairment, and, accordingly such impairment is recognized.

          5

                ·

                Disclose
      a breakdown of your goodwill balance as of June 30, 2008 by reporting
      unit.

      DeVry’s
Response

                Reporting
      Unit:

                             Dollars
      in Thousands

                DeVry
      University

                $  22,195

                Becker
      Professional Review

                24,715

                Ross
      University

                239,486

                Chamberlain
      College of Nursing

                4,716

                Advanced
      Academics

                    16,912

                 Total

                $308,024

                ·

                Describe
      the nature of the valuation techniques you employed in performing the
      impairment tests.  Qualitatively and quantitatively describe the
      significant estimates and assumptions used in your valuation model to
      determine the fair value of your reporting units in your impairment
      analysis.  For example, if you utilize the discounted cash flow
      approach, you should disclose at a
minimum:

                (1)

                the
      discount rates for each reporting unit and how those discount rates were
      determined,

      DeVry’s
Response

      The
valuations consider market factors and employ present value techniques to
estimate fair value.  Management believes the assumptions used for the
impairment testing are consistent with those that would be utilized by a market
participant in performing similar valuations of its reporting units. Discount
rates of 10% to 13% were utilized for the reporting units. The discount rate
utilized by each unit takes into account management’s assumptions on growth
rates and risk, both DeVry specific and macro-economic, inherent in that
reporting unit. Management does not believe detailing specific discount rates
for each reporting unit provides meaningful information to the reader as the
estimated fair values of the reporting units and indefinite-lived intangible
assets exceeded their carrying values by at least 40% as of the end of fiscal
2008. An increase of 100 basis points in the discount rate would still result in
a minimum 27% premium of fair value over carrying value.  Management
considers the use of this level of sensitivity in the discount rate reasonable
considering the sustained strength of DeVry’s operations.

          6

                (2)

                how
      cash flows were determined, including your assumed growth rates, period of
      assumed cash flows and determination of terminal value,
  and

      DeVry’s
Response

      The
estimate of fair value of each reporting unit was based on management’s
projection of revenues, gross margin, operating costs and cash flows considering
planned business and operational strategies over a long-term planning horizon of
5 years with a terminal value calculated based on discounted cash
flows.  These measures of business performance are similar to those
management uses to evaluate the results of operations on a regular basis. The
growth rates used to project cash flows, operating results and terminal values
of reporting units are commensurate with historical results and analyses of the
economic environment in which the reporting units operate.  Should the
growth rates not meet management’s expectations, the financial positions of the
reporting units are sufficient to maintain their fair values at a level that can
support the recorded values of goodwill and indefinite-lived intangible
assets.

                (3)

                your
      consideration of any market risk
premiums.

      DeVry’s
Response

      The
discount rate utilized by each unit takes into account