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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * SPERLING PETER V   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) SVP, Board Vice Chairman (Last) (First) (Middle) 4615 E. ELWOOD STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/31/2008 (Street) PHOENIX, AZ 85040 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Class A Common Stock 01/31/2008   X(1)   244,100 D (1) 9,455,285 D   Class A Common Stock               1,357,339 I JGS Irrevocable Trust (2) Class A Common Stock               551,156 I PVS Revocable Trust (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Forward Sale Contract (obligation to sell)

$ 79.765

01/31/2008

X(1)

244,100

01/31/2008

01/31/2008

Class A Common Stock

244,100

(1)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SPERLING PETER V 4615 E. ELWOOD STREET PHOENIX, AZ 85040	X		SVP, Board Vice Chairman

Signatures

Joseph L. D'Amico for Peter V. Sperling		02/04/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On January 31, 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 $16,892,128.62. In return, the Reporting Person was obligated under the contract to deliver to such third party up to 250,000 shares of the Issuer's Class A common stock on the January 31, 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 actual number of shares of Class A common stock to be so delivered (or the cash equivalent thereof) was to be determined on the basis of the market price of the Class A common stock on the maturity date. In connection with the settlement of the contract on the January 31, 2008 maturity date, when the market price of the Class A common stock (based on the average of the high bid and low asked prices) was $79.7650 per share, the Reporting Person delivered 244,100 shares of Class A common stock in full satisfaction of his obligation under the contract.
(2)	By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994.
(3)	By self as trustee and beneficiary of the Peter V Sperling Revocable Trust dated January 31, 1995.

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