As filed with the Securities and Exchange Commission on June 14, 2002
                                                    Registration No. 333-_____

===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                         -------------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                         -------------------------

                                 DeVRY INC.
           (Exact name of registrant as specified in its charter)


          DELAWARE                                        36-3150143
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


                               One Tower Lane
                      Oakbrook Terrace, Illinois 60181

            (Address of principal executive offices) (zip code)

                         -------------------------

                    DeVry Inc. 1999 Stock Incentive Plan
                          (Full title of the plan)

                         -------------------------

                             Marilynn J. Cason
       Senior Vice President, General Counsel and Corporate Secretary
                                 DeVry Inc.
                               One Tower Lane
                      Oakbrook Terrace, Illinois 60181
                  (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (630) 571-7700

                         -------------------------

<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
                                                                           Proposed Maximum
       Title of Securities          Amount to be     Proposed Offering     Aggregate Offering        Amount of
         to be Registered            Registered      Price per Share            Price            Registration Fee
-------------------------------------------------------------------------------------------------------------------
<S>                              <C>                   <C>                 <C>                   <C>
Common Stock, $.01 par value...    282,800 Shares       $34.48 (1)          $ 9,750,944 (1)        $  897.09
-------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value...   1,217,200 Shares       24.24 (2)           29,504,928 (2)         2,714.45
-------------------------------------------------------------------------------------------------------------------
Total..........................                                                                    $3,611.54
-------------------------------------------------------------------------------------------------------------------
 (1)  Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(h)(1) under the
      Securities Act of 1993, the proposed offering price represents the weighted average of the exercise prices of
      outstanding options.
(2)   Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(h)(1) under the
      Securities Act of 1993, the proposed offering price represents the average of the high and low sales prices on
      the New York Stock Exchange on June 13, 2002.
====================================================================================================================
</TABLE>




<PAGE>


                                  PART II


                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.  Incorporation of documents by reference.

         The following documents, which have been heretofore filed by DeVRY
INC., a Delaware corporation (the "Registrant") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"), are incorporated by reference herein and
shall be deemed to be a part hereof:

   (a)   Annual Report on Form 10-K for the year ended June 30, 2001.

   (b)   Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.

   (c)   Quarterly Report on Form 10-Q for the quarter ended December 31, 2001.

   (d)   Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.

   (e)   Description of Common Stock included in the Registration Statement
         on Form 8-A dated May 8, 1996 filed under Section 12 of the
         Exchange Act.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated herein by reference and shall be deemed
a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

   (a)   The Delaware General Corporation Law ("Delaware GCL") (Section
         145) gives Delaware corporations broad powers to indemnify their
         present and former directors and officers and those of affiliated
         corporations against expenses incurred in the defense of any
         lawsuit to which they are made parties by reason of being or
         having been such directors or officers, subject to specified
         conditions and exclusions, gives a director or officer who
         successfully defends an action the right to be so indemnified,
         and authorizes the Registrant to buy directors' and officers'
         liability insurance. Such indemnification is not exclusive of any
         other rights to which those indemnified may be entitled under any
         by-laws, agreement, vote of stockholders or otherwise.



                                    S-2
<PAGE>

   (b)   Article Ninth of the Amended and Restated Certificate of
         Incorporation (the "Certificate of Incorporation") of the
         Registrant permits, and Article Ninth of the Amended and Restated
         By-Laws of the Registrant provides for, indemnification of
         directors, officers, employees and agents to the fullest extent
         permitted by law.

   (c)   In accordance with Section 102(b)(7) of the Delaware GCL, the
         Registrant's Certificate of Incorporation provides that directors
         shall not be personally liable for monetary damages for breaches
         of their fiduciary duty as directors except for (1) breaches of
         their duty of loyalty to the Registrant or its stockholders, (2)
         acts or omissions not in good faith or which involve intentional
         misconduct or knowing violations of law, (3) under Section 174 of
         the Delaware GCL (unlawful payment of dividends) or (4)
         transactions from which a director derives an improper personal
         benefit.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Exhibit Index which is incorporated herein by reference.

Item 9.  Undertakings.

A.       Rule 415 Offering.
         -----------------

         The undersigned Registrant hereby undertakes:

         1.   To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement:

              (i)    To include any prospectus required by section 10(a)(3)
                     of the Securities Act of 1933;

              (ii)   To reflect in the prospectus any facts or events
                     arising after the effective date of the registration
                     statement (or the most recent post-effective
                     amendment thereof) which, individually or in the
                     aggregate, represent a fundamental change in the
                     information set forth in the registration statement.
                     Notwithstanding the foregoing, any increase or
                     decrease in volume of securities offered (if the
                     total dollar value of securities offered would not
                     exceed that which was registered) and any deviation
                     from the low or high end of the estimated maximum
                     offering range may be reflected in the form of
                     prospectus filed with the Commission pursuant to Rule
                     424(b) if, in the aggregate, the changes in volume
                     and price represent no more than a 20% change in the
                     maximum aggregate offering price set forth in the
                     "Calculation of Registration Fee" table in the
                     effective registration statement;

              (iii)  To include any material information with respect to
                     the plan of distribution not previously disclosed in
                     the registration statement or any material change to
                     such information in the registration statement;

                     Provided, however, that paragraphs (a)(1)(i) and
                     (a)(1)(ii) do not apply if the registration statement
                     is on Form S-3 or Form S-8, and the information
                     required to be included in a post-effective amendment
                     by those paragraphs is contained in periodic reports
                     filed by the Registrant pursuant to section 13 or
                     section 15(d) of the Securities Exchange Act of 1934
                     that are incorporated by reference in the registration
                     statement.



                                    S-3
<PAGE>

         2.   That, for the purpose of determining any liability under
              the Securities Act of 1933, each such post-effective
              amendment shall be deemed to be a new registration statement
              relating to the securities offered therein, and the offering
              of such securities at that time shall be deemed to be the
              initial bona fide offering thereof.

         3.   To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the offering.

B.       Filings Incorporating Subsequent Exchange Act Documents by Reference.
         --------------------------------------------------------------------

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

C.       Indemnification of Directors and Officers.
         -----------------------------------------

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.




                                    S-4
<PAGE>



                                 SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oakbrook Terrace, Illinois, on
June 14, 2002.

                                       DeVRY INC.


                                       By:  /s/ Dennis J. Keller
                                           --------------------------------
                                       Its:  Chairman of the Board, Chief
                                             Executive Officer and Director

        Each person whose signature appears below constitutes and appoints,
Dennis J. Keller and Ronald L. Taylor and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of
the undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and
hereby grants to such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done, full to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                              Title                                          Date
---------                              -----                                          ----
<S>                                    <C>                                            <C>
/s/ Dennis J. Keller                   Chairman of the Board, Chief Executive         June 14, 2002
---------------------------------      Officer and Director
Dennis J. Keller


/s/ Ronald L. Taylor                   Director, President and Chief Operating        June 14, 2002
---------------------------------      Officer
Ronald L. Taylor


/s/ Norman M. Levine                   Senior Vice President, Chief Financial         June 14, 2002
---------------------------------      Officer and Principal Accounting Officer
Norman M. Levine


/s/ Ewen M. Akin                       Director                                       June 14, 2002
---------------------------------
Ewen M. Akin





                                    S-5
<PAGE>

<CAPTION>

Signature                               Title                            Date
---------                               -----                            ----

<S>                                     <C>                              <C>
/s/ Charles A. Bowsher                   Director                         June 14, 2002
-----------------------------------
Charles A. Bowsher


/s/ David S. Brown                       Director                         June 14, 2002
-----------------------------------
David S. Brown


/s/ Robert E. King                       Director                         June 14, 2002
-----------------------------------
Robert E. King


/s/ Frederick A. Krehbiel                Director                         June 14, 2002
-----------------------------------
Frederick A. Krehbiel


/s/ Thurston E. Manning                  Director                         June 14, 2002
-----------------------------------
Thurston E. Manning


/s/ Julie A. McGee                       Director                         June 14, 2002
-----------------------------------
Julie A. McGee


/s/ Hugo J. Melvoin                      Director                         June 14, 2002
-----------------------------------
Hugo J. Melvoin


/s/ Harold T. Shapiro                    Director                         June 14, 2002
-----------------------------------
Harold T. Shapiro


/s/ Robert C. McCormack                  Director                         June 14, 2002
-----------------------------------
Robert C. McCormack

</TABLE>



                                    S-6
<PAGE>




                                                          EXHIBIT INDEX


Exhibit Number     Description of Document
--------------     -----------------------

      4.1          Restated Certificate of Incorporation of the
                   Registrant (Incorporated by reference to Exhibit 3(b)
                   to the Registrant's Annual Report on Form 10-K for the
                   fiscal year ended June 30, 1991, File No. 1-13988)

      4.2          Certificate of correction of Restated Certificate of
                   Incorporation of the Registrant (Incorporated by
                   reference to Exhibit 3(c) to the Registrant's Annual
                   Report on Form 10-K for the fiscal year ended June 30,
                   1991, File no. 1-13988)

      4.3          Amended and Restated Bylaws (Incorporated by reference
                   to Exhibit 3(d) to Amendment No. 1 of the Registrant's
                   Form S-1, File No. 33-40151, dated May 21, 1991)

      4.4          DeVry Inc. 1999 Stock Incentive Plan (Incorporated by
                   reference to Exhibit B to the Registrant's proxy
                   statement filed September 28, 2001, File No. 1-13988)

      4.5          Amendment No. 1 to the DeVry Inc. 1999 Stock Incentive
                   Plan (Incorporated by reference to Exhibit A to the
                   Registrant's proxy statement filed September 28, 2001,
                   File No. 1-13988)

      5.1          Opinion of Mayer, Brown, Rowe & Maw

      23.1         Consent of PricewaterhouseCoopers LLP

      23.2         Consent of Mayer, Brown Rowe & Maw (included in Exhibit 5.1)

      24.1         Powers of Attorney (included in signature page)














                                    S-7
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 19415}]
{"company-data": {"conformed-name": "DEVRY INC", "cik": "0000730464", "assigned-sic": "8200", "irs-number": "363150143", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90570", "film-number": "02679902"}, "business-address": {"street1": "ONE TOWER LN", "street2": "SUITE 1000", "city": "OAKBROOK TERRACE", "state": "IL", "zip": "60181", "phone": "7085717700"}, "mail-address": {"street1": "ONE TOWER LANE", "city": "OAKBROOK", "state": "IL", "zip": "60181"}}
As filed with the Securities and Exchange Commission on June 14, 2002
                                                    Registration No. 333-_____

===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                         -------------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                         -------------------------

                                 DeVRY INC.
           (Exact name of registrant as specified in its charter)

          DELAWARE                                        36-3150143
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                               One Tower Lane
                      Oakbrook Terrace, Illinois 60181

            (Address of principal executive offices) (zip code)

                         -------------------------

                    DeVry Inc. 1999 Stock Incentive Plan
                          (Full title of the plan)

                         -------------------------

                             Marilynn J. Cason
       Senior Vice President, General Counsel and Corporate Secretary
                                 DeVry Inc.
                               One Tower Lane
                      Oakbrook Terrace, Illinois 60181
                  (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (630) 571-7700

                         -------------------------
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
                                                                           Proposed Maximum
       Title of Securities          Amount to be     Proposed Offering     Aggregate Offering        Amount of
         to be Registered            Registered      Price per Share            Price            Registration Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value...    282,800 Shares       $34.48 (1)          $ 9,750,944 (1)        $  897.09
-------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value...   1,217,200 Shares       24.24 (2)           29,504,928 (2)         2,714.45
-------------------------------------------------------------------------------------------------------------------
Total..........................                                                                    $3,611.54
-------------------------------------------------------------------------------------------------------------------
 (1)  Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(h)(1) under the
      Securities Act of 1993, the proposed offering price represents the weighted average of the exercise prices of
      outstanding options.
(2)   Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(h)(1) under the
      Securities Act of 1993, the proposed offering price represents the average of the high and low sales prices on
      the New York Stock Exchange on June 13, 2002.
====================================================================================================================
PART II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.  Incorporation of documents by reference.

         The following documents, which have been heretofore filed by DeVRY
INC., a Delaware corporation (the "Registrant") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"), are incorporated by reference herein and
shall be deemed to be a part hereof:

   (a)   Annual Report on Form 10-K for the year ended June 30, 2001.

   (b)   Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.

   (c)   Quarterly Report on Form 10-Q for the quarter ended December 31, 2001.

   (d)   Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.

   (e)   Description of Common Stock included in the Registration Statement
         on Form 8-A dated May 8, 1996 filed under Section 12 of the
         Exchange Act.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated herein by reference and shall be deemed
a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

   (a)   The Delaware General Corporation Law ("Delaware GCL") (Section
         145) gives Delaware corporations broad powers to indemnify their
         present and former directors and officers and those of affiliated
         corporations against expenses incurred in the defense of any
         lawsuit to which they are made parties by reason of being or
         having been such directors or officers, subject to specified
         conditions and exclusions, gives a director or officer who
         successfully defends an action the right to be so indemnified,
         and authorizes the Registrant to buy directors' and officers'
         liability insurance. Such indemnification is not exclusive of any
         other rights to which those indemnified may be entitled under any
         by-laws, agreement, vote of stockholders or otherwise.

                                    S-2
(b)   Article Ninth of the Amended and Restated Certificate of
         Incorporation (the "Certificate of Incorporation") of the
         Registrant permits, and Article Ninth of the Amended and Restated
         By-Laws of the Registrant provides for, indemnification of
         directors, officers, employees and agents to the fullest extent
         permitted by law.

   (c)   In accordance with Section 102(b)(7) of the Delaware GCL, the
         Registrant's Certificate of Incorporation provides that directors
         shall not be personally liable for monetary damages for breaches
         of their fiduciary duty as directors except for (1) breaches of
         their duty of loyalty to the Registrant or its stockholders, (2)
         acts or omissions not in good faith or which involve intentional
         misconduct or knowing violations of law, (3) under Section 174 of
         the Delaware GCL (unlawful payment of dividends) or (4)
         transactions from which a director derives an improper personal
         benefit.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Exhibit Index which is incorporated herein by reference.

Item 9.  Undertakings.

A.       Rule 415 Offering.
         -----------------

         The undersigned Registrant hereby undertakes:

         1.   To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement:

              (i)    To include any prospectus required by section 10(a)(3)
                     of the Securities Act of 1933;

              (ii)   To reflect in the prospectus any facts or events
                     arising after the effective date of the registration
                     statement (or the most recent post-effective
                     amendment thereof) which, individually or in the
                     aggregate, represent a fundamental change in the
                     information set forth in the registration statement.
                     Notwithstanding the foregoing, any increase or
                     decrease in volume of securities offered (if the
                     total dollar value of securities offered would not
                     exceed that which was registered) and any deviation
                     from the low or high end of the estimated maximum
                     offering range may be reflected in the form of
                     prospectus filed with the Commission pursuant to Rule
                     424(b) if, in the aggregate, the changes in volume
                     and price represent no more than a 20% change in the
                     maximum aggregate offering price set forth in the
                     "Calculation of Registration Fee" table in the
                     effective registration statement;

              (iii)  To include any material information with respect to
                     the plan of distribution not previously disclosed in
                     the registration statement or any material change to
                     such information in the registration statement;

                     Provided, however, that paragraphs (a)(1)(i) and
                     (a)(1)(ii) do not apply if the registration statement
                     is on Form S-3 or Form S-8, and the information
                     required to be included in a post-effective amendment
                     by those paragraphs is contained in periodic reports
                     filed by the Registrant pursuant to section 13 or
                     section 15(d) of the Securities Exchange Act of 1934
                     that are incorporated by reference in the registration
                     statement.

                                    S-3
2.   That, for the purpose of determining any liability under
              the Securities Act of 1933, each such post-effective
              amendment shall be deemed to be a new registration statement
              relating to the securities offered therein, and the offering
              of such securities at that time shall be deemed to be the
              initial bona fide offering thereof.

         3.   To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the offering.

B.       Filings Incorporating Subsequent Exchange Act Documents by Reference.
         --------------------------------------------------------------------

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

C.       Indemnification of Directors and Officers.
         -----------------------------------------

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.

                                    S-4
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oakbrook Terrace, Illinois, on
June 14, 2002.

                                       DeVRY INC.

                                       By:  /s/ Dennis J. Keller
                                           --------------------------------
                                       Its:  Chairman of the Board, Chief
                                             Executive Officer and Director

        Each person whose signature appears below constitutes and appoints,
Dennis J. Keller and Ronald L. Taylor and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of
the undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and
hereby grants to such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done, full to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                              Title                                          Date
---------                              -----                                          ----
/s/ Dennis J. Keller                   Chairman of the Board, Chief Executive         June 14, 2002
---------------------------------      Officer and Director
Dennis J. Keller

/s/ Ronald L. Taylor                   Director, President and Chief Operating        June 14, 2002
---------------------------------      Officer
Ronald L. Taylor

/s/ Norman M. Levine                   Senior Vice President, Chief Financial         June 14, 2002
---------------------------------      Officer and Principal Accounting Officer
Norman M. Levine

/s/ Ewen M. Akin                       Director                                       June 14, 2002
---------------------------------
Ewen M. Akin

                                    S-5
Signature                               Title                            Date
---------                               -----                            ----
/s/ Charles A. Bowsher                   Director                         June 14, 2002
-----------------------------------
Charles A. Bowsher

/s/ David S. Brown                       Director                         June 14, 2002
-----------------------------------
David S. Brown

/s/ Robert E. King                       Director                         June 14, 2002
-----------------------------------
Robert E. King

/s/ Frederick A. Krehbiel                Director                         June 14, 2002
-----------------------------------
Frederick A. Krehbiel

/s/ Thurston E. Manning                  Director                         June 14, 2002
-----------------------------------
Thurston E. Manning

/s/ Julie A. McGee                       Director                         June 14, 2002
-----------------------------------
Julie A. McGee

/s/ Hugo J. Melvoin                      Director                         June 14, 2002
-----------------------------------
Hugo J. Melvoin

/s/ Harold T. Shapiro                    Director                         June 14, 2002
-----------------------------------
Harold T. Shapiro

/s/ Robert C. McCormack                  Director                         June 14, 2002
-----------------------------------
Robert C. McCormack
S-6
EXHIBIT INDEX

Exhibit Number     Description of Document
--------------     -----------------------

      4.1          Restated Certificate of Incorporation of the
                   Registrant (Incorporated by reference to Exhibit 3(b)
                   to the Registrant's Annual Report on Form 10-K for the
                   fiscal year ended June 30, 1991, File No. 1-13988)

      4.2          Certificate of correction of Restated Certificate of
                   Incorporation of the Registrant (Incorporated by
                   reference to Exhibit 3(c) to the Registrant's Annual
                   Report on Form 10-K for the fiscal year ended June 30,
                   1991, File no. 1-13988)

      4.3          Amended and Restated Bylaws (Incorporated by reference
                   to Exhibit 3(d) to Amendment No. 1 of the Registrant's
                   Form S-1, File No. 33-40151, dated May 21, 1991)

      4.4          DeVry Inc. 1999 Stock Incentive Plan (Incorporated by
                   reference to Exhibit B to the Registrant's proxy
                   statement filed September 28, 2001, File No. 1-13988)

      4.5          Amendment No. 1 to the DeVry Inc. 1999 Stock Incentive
                   Plan (Incorporated by reference to Exhibit A to the
                   Registrant's proxy statement filed September 28, 2001,
                   File No. 1-13988)

      5.1          Opinion of Mayer, Brown, Rowe & Maw

      23.1         Consent of PricewaterhouseCoopers LLP

      23.2         Consent of Mayer, Brown Rowe & Maw (included in Exhibit 5.1)

      24.1         Powers of Attorney (included in signature page)

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