Edgar Filing: APOLLO GROUP INC

Ownership Submission

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 JOHN G

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	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Acting Exec Chrmn of the Board

(Last)

(First)

(Middle)

4615 E. ELWOOD STREET

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2008

(Street)

PHOENIX, AZ 85040

4. If Amendment, Date Original Filed(Month/Day/Year)
07/21/2008

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	07/17/2008		S		4,901	D	$ 58.2749	15,062,747 ⁽¹⁾ ⁽²⁾	D

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SPERLING JOHN G 4615 E. ELWOOD STREET PHOENIX, AZ 85040	X	X	Acting Exec Chrmn of the Board

Signatures

John G. Sperling		08/12/2008
^**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)	This amendment is being filed to correct the number of shares reported as beneficially owned by the Reporting Person by reducing the number of such shares by 500,000 shares to reflect (i) the Reporting Person's disposition of 250,000 shares of the Issuer's Class A common stock pursuant to the settlement of a forward sales contract timely reported by the Reporting Person on a Form 4 filed with the Securities and Exchange Commission (the "SEC") on January 17, 2007 and (ii) the Reporting Person's disposition of 250,000 shares of the Issuer's Class A common stock pursuant to the settlement of a forward sales contract timely reported by the Reporting Person on a Form 4 filed with the SEC on February 5, 2007. These 500,000 shares have been inadvertently included in the Reporting Person's aggregate beneficial holdings reported on his Form 4 and 5 reports since the Form 4 filed by the Reporting Person on July 6, 2007.
(2)	In addition, this amendment is being filed to clarify that the reported holdings have not been adjusted downward to reflect certain gifts of the Issuer's Class A common stock made by the Reporting Person during the fiscal year which began on September 1, 2007. Those gifts are eligible for deferred reporting on the Form 5 report to be filed for that fiscal year on or before October 15, 2008. The gifted shares have been included in the Reporting Person's beneficial holdings reported on Form 4 reports filed on July 16, 2008, July 18, 2008 and July 21, 2008.

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