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    devry_5-26response.htm

    May 26,
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 May 5, 2009 to DeVry Inc. (“DeVry”) which
was in response to our letter dated April 20, 2009.  On behalf of
DeVry, we have addressed your latest letter by reproducing each comment below in
bold text and providing DeVry’s
response immediately following.

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

    Definitive Proxy Statement
incorporated by reference into Part III of the Form 10-K

    Compensation Discussion and
Analysis, page 12

    How the Compensation
Committee Determined Executive Compensation, page 13

              1.

              We
      note your responses to Comments 4 and 5.  You state that you
      used peer group data from the compensation surveys to obtain a general
      understanding of current compensation practices but not to base, justify,
      or provide a framework for compensation decisions.  We
      understand that you did not target any specific percentile or range in
      setting compensation for your NEOs.  However, your disclosure
      regarding the use of the compensation surveys indicates that you went
      beyond obtaining a general understanding of current compensation
      practices.  For instance, in the second sentence of the second
      full paragraph on page 15 and on the top of page 18, you state that the
      Compensation Committee used Sibson Consulting’s peer group information to
      set CEO compensation.  Also, in the
  fourth

          May
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          Page
2

              full paragraph on page 17, you
      used peer group salaries to make sure that your salaries and total
      compensation were competitive with the market.  You further
      state, in the second paragraph on page 18, that an evaluation of your
      NEOs’ salary “relied extensively” on peer group data.  Please
      advise how your use of compensation surveys and peer group data did not
      provide a basis, justification, or framework for compensation
      decisions.

    DeVry’s
Response

    While it
appears our choice of words was not clear, it is a fact that we did not use the
peer group information to “base, justify or provide a framework for a
compensation decision.”

    In
setting compensation levels, the Compensation Committee considered a number of
factors in determining CEO compensation.  These factors are enumerated
in several areas of the Compensation Discussion & Analysis; such as, the
second paragraph under “Annual Base Salary” on page 17, the second paragraph
under “MIP payouts for Fiscal Year 2008” on page 19, and the section on
individual performance goals for the CEO on page 16.  The Compensation
Discussion & Analysis, taken as a whole, explains that the Compensation
Committee evaluated the CEO’s performance based upon a variety of performance
indicators and data.  These performance indicators included actual
results versus the goals previously set for the CEO for fiscal year 2007; the
Compensation Committee’s interaction with the CEO and observation of his
performance throughout fiscal year 2007; the CEO’s historically consistent
executive performance; his success in building a high quality executive team;
and his potential for increased future performance and development of the
Organization.  The Compensation Committee exercised its discretion in
determining the CEO compensation, taking all of these factors into
account.  The Compensation Committee also considered survey data to
provide a broad perspective on the marketplace and market trends given DeVry’s
stated objective of paying total compensation that is competitive with other
marketplace alternatives.  The data did not objectively support the
compensation level the Committee had in mind for the CEO and thus it was not
used to base, justify or provide a framework for the compensation
decision.  In the end, the data was one of many pieces of information
included in a subjective process.

    With
respect to setting compensation of the other named executive officers, as we
stated in our Compensation Discussion & Analysis, generally, the CEO made
his assessments for adjustment of the other NEOs’ fiscal year 2008 salaries,
based upon six factors, each of which are listed following the first full
paragraph of page 18.  Only one of those relates to market data –
“norms

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3

    for
annual salary increases in the marketplace” – and it is consistent with using
the data to acquire a broad understanding of DeVry compensation practices
relative to the marketplace.  Upon further reflection, consideration
of your comments, and our dialogue, we agree that the language in our 2008 Proxy
was not sufficiently precise in describing the process set forth above and DeVry
will more clearly describe the process in future proxy filings.

    Also, as
we stated in our previous letter, we will revise our disclosure in the future to
avoid the use of the term “benchmark.”   If we use the data in a
manner that does constitute “benchmarking,” we will explain how we use the data
to ensure that our compensation is competitive.  We will also disclose
the composition of the peer groups used for that purpose.  If we
target and set an element of compensation at a percentile or range of
percentiles in a peer group, for example, we will disclose the percentile or
range of percentiles and the companies making up the peer group.

              2.

              We note your response to Comment
      6.  Please specifically address how disclosure of past
      performance targets
      could easily allow inferences to current-year performance
      targets.  Further, please address how disclosure of prior year’s
      organization-wide revenue and earnings per share goals would reveal growth
      trends and operating
margins.

    DeVry’s
Response

    Upon
further consideration, we confirm that we will disclose the prior year’s
Organization-wide performance targets in future filings.  These
targets are currently DeVry’s revenue and earnings per share goals for the
fiscal year.  However, as we indicated in our previous letter, we
continue to believe that Instruction 4 to Item 402(b) of Regulation S-K permits
us to omit disclosure of the business unit goals.  We do not publicly
disclose revenue and operating income targets for business units and, for the
reasons set forth in our prior letter, believe such disclosure would give our
competitors a significant competitive advantage, harmful to DeVry.

    __________________________________

    As
requested by the Commission Staff’s letter, DeVry hereby acknowledges
that:

    1)                 DeVry
is responsible for the adequacy and accuracy of the disclosures in the
filings;

                      2)

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

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26, 2009

            Page 4

    3)                 DeVry
may not assert Staff comments as a defense in any proceeding initiated by
theCommission or any person under the federal securities laws of the United
States.

    Please
contact Gregory S. Davis, Vice President, General Counsel and Corporate
Secretary, at (630) 574-1901 or Rick Gunst at (630) 574-1973 should you have any
questions regarding our responses or any related matters.

    Sincerely,

    DeVry
Inc.

    By:           /s/
Daniel Hamburger

    Title:        President
and Chief Executive Officer

    By:           /s/
Richard M. Gunst

    Title:         Senior
Vice President, Chief Financial Officer and Treasurer