Form 4 APOLLO GROUP INC For: Jul 25 Filed by: SPERLING PETER V (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SPERLING PETER V

(Last)

(First)

(Middle)

4615 E. ELWOOD STREET

(Street)

PHOENIX

85040

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APOLLO GROUP INC [APOL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Board Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/25/2008		J⁽¹⁾		500,000	D	⁽²⁾ ⁽³⁾ ⁽⁴⁾	7,707,095 ⁽⁵⁾	D
Class A Common Stock								1,357,339	I	JGS Irrevocable Trust ⁽⁶⁾
Class A Common Stock								551,156	I	PVS Revocable Trust ⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Forward Sale Contract (obligation to sell)

⁽²⁾ ⁽³⁾ ⁽⁴⁾

07/25/2008

J⁽¹⁾

500,000

07/25/2008

Class A Common Stock

500,000

$ 0

Explanation of Responses:

1. The actual transaction code to be entered is J/K; however, due to program limitations, only the J transaction code could be entered in Table 1 and Table 2 above.

2. On July 26, 2005, the Reporting Person entered into a type of prepaid variable forward sale contract with an unaffiliated third party under which he received an immediate cash payment of $31,030,705.63. In return, the Reporting Person was obligated under the contract to deliver to such third party up to 500,000 shares of the Issuer's Class A common stock on the July 25, 2008 maturity date of the contract (or, at the Reporting Person's election, an equivalent amount of cash based on the market price of the Class A common stock at that time). The contract provided that the final number of shares of Class A common stock (or, at the option of the Reporting Person, the cash equivalent thereof) to be delivered by the Reporting Person on the July 25, 2008 maturity date would be equal to the product of (a) 500,000 shares of Class A common stock and (b) the exchange rate (the "Exchange Rate").

3. The Exchange Rate would be determined as follows: (i) if the market price of the Class A common stock (based on the average of the high bid and low asked prices) on the July 25, 2008 maturity date (the "Maturity Price") was less than or equal to $72.1225 (the "Issue Price"), the Exchange Rate would be 1; (ii) if the Maturity Price was greater than the Issue Price but less than $93.7593 (the "Threshold Price"), the Exchange Rate would be equal to the Issue Price divided by the Maturity Price, and (iii) if the Maturity Price was equal to or greater than the Threshold Price, the Exchange Rate would be equal to one minus a faction: (A) the numerator of which would be the Threshold Price minus the Issue Price, and (B) the denominator of which would be the Maturity Price.

4. In connection with the settlement of the contract on the July 25, 2008 maturity date, when the Maturity Price was $60.7250 per share, the Reporting Person delivered 500,000 shares of Class A common stock in full satisfaction of his obligation under the contract.

5. Includes 4,810 shares of Issuer's Class A common stock underlying outstanding restricted stock units.The units will vest, and the underlying shares will become issuable, upon the Reporting Person's continuation in service with the Issuer through August 31, 2009, subject to accelerated vesting in the event of certain changes in control of the Issuer.

6. By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994.

7. By self as trustee and beneficiary of the Peter V Sperling Revocable Trust dated January 31, 1995.

	Joseph L. D'Amico for Peter V. Sperling	07/29/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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