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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1. Name and Address of Reporting Person * HAMBURGER DANIEL   2. Issuer Name and Ticker or Trading Symbol DEVRY INC [DV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) ONE TOWER L ANE 3. Date of Earliest Transaction (Month/Day/Year) 12/09/2009 (Street) OAKBROOK TERRACE, IL 60181 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 Common Stock 12/09/2009   M   10,495 A $ 21.4 36,622 D   Common Stock 12/09/2009   M   5,188 A $ 20.78 41,810 D   Common Stock 12/09/2009   S   5,188 D $ 57.504 36,622 D   Common Stock 12/09/2009   S   10,495 D $ 57.5091 26,127 D   Common Stock 12/10/2009   M   19,124 A $ 21.4 45,251 D   Common Stock 12/10/2009   S   19,124 D $ 57.7774 26,127 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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 20.78

12/09/2009

M

5,188

08/10/2005(1)

08/10/2014

Common Stock

5,188

$ 0

0

D

Non-Qualified Stock Option (right to buy)

$ 21.4

12/09/2009

M

10,495

06/15/2005(2)

06/15/2015

Common Stock

10,495

$ 0

64,505

D

Non-Qualified Stock Option (right to buy)

$ 21.4

12/10/2009

M

19,124

06/15/2005(2)

06/15/2015

Common Stock

19,124

$ 0

45,381

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HAMBURGER DANIEL ONE TOWER L ANE OAKBROOK TERRACE, IL 60181			President and CEO

Signatures

By: Robyn B. Martin For: Daniel Hamburger		12/11/2009
**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 option vests at 20% per year. This option will be fully vested at the end of the 5th year. This option was issued in two parts- one as an ISO and the other as a non-qualified option due to the ISO limitations.
(2)	This option is immediately exercisable on the date of the grant.

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