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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Martin Sean 		2. Issuer Name and Ticker or Trading Symbol

APOLLO GROUP INC [ APOL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, General Counsel
(Last)          (First)          (Middle)

4025 S. RIVERPOINT PKWY 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/15/2010
(Street)

PHOENIX, AZ 85040
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   (1) (4) 10/15/2010     A    9200   A $0   9200   (7) D    
Class A Common Stock   (2) (4) 10/15/2010     A    4104   A $0   13304   (8) D    
Class A Common Stock   (3) (4) 10/15/2010     A    9024   A $0   22328   (9) D    
Class A Common Stock   (5) (6) 10/15/2010     A    3249   A $0   25577   (10) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   $36.58   10/15/2010     A      32008         (11) 10/14/2016   Class A Common Stock   32008   $0   32008   D    
Non-Qualified Stock Option(right to buy)   $36.58   10/15/2010     A      22660         (12) 10/14/2016   Class A Common Stock   22660   $0   22660   D    

Explanation of Responses:
( 1)  Represents shares of the Issuer's Class A common stock underlying restricted stock units (RSUs) awarded to the Reporting Person. The RSUs are subject to both performance-vesting and service-vesting requirements. Should the performance objective be attained, then 25% of the RSUs will vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2011, and the balance will vest in a series of three successive equal annual installments upon the Reporting Person's continuation in service with the Issuer through each of the July 6, 2012, July 6, 2013, and July 6, 2014 vesting dates, subject to accelerated vesting upon certain changes in ownership or control of the Issuer. The shares of Class A common stock will, in general, be issued as the RSUs vest.
( 2)  Represents shares of the Issuer's Class A common stock underlying RSUs awarded to the Reporting Person. The RSUs will vest on March 20, 2011 upon the Reporting Person's completion of six (6) months of employment with the Issuer. The shares of Class A common stock will be issued when the RSUs vest.
( 3)  Represents shares of the Issuer's Class A common stock underlying RSUs awarded to the Reporting Person. The RSUs will vest in a series of four successive equal annual installments upon the Reporting Person's continuation in service with the Issuer through each of the first, second, third and fourth anniversaries of the October 15, 2010 award date. The award will vest in full on an accelerated basis should the Reporting Person's service be involuntarily terminated by the Issuer without cause prior to completion of such vesting schedule. The RSUs will also vest on an accelerated basis upon certain changes in ownership or control of the Issuer. The shares of Class A common stock will be issued as the RSUs vest.
( 4)  The RSUs also include dividend equivalent rights pursuant to which the Reporting Person will be credited with the same dividends on the shares of the Issuer's Class A common stock underlying the RSU award that the Reporting Person would have received had those shares been actually outstanding at the time any dividends are paid on the Issuer's outstanding Class A common stock. The credited dividends will be paid to the Reporting Person at the same time the vested shares of Class A common stock are issued under the RSU award and will be forfeited to the extent those shares do not vest. All of the RSUs and the credited dividend equivalents are subject to accelerated vesting upon certain changes in ownership or control of the Issuer.
( 5)  Represents the target number of shares of the Issuer's Class A common stock underlying the performance share award made to the Reporting Person. The performance shares are subject to both performance-vesting and service-vesting requirements. The performance goal is tied to the average of the annual growth rates in the Issuer's adjusted free cash flow for each of the three fiscal years comprising the performance period (the Issuer's 2011, 2012 and 2013 fiscal years). The level at which the performance goal is attained will determine the actual number of shares of the Issuer's Class A common stock into which the performance shares will be converted. The conversion percentage will range from 40% at threshold level attainment to 100% at target level and 200% at maximum level attainment or above. (footnote continued below)
( 6)  (continued from footnote 5, above)The Reporting Person will vest in one-third of the shares of the Issuer's Class A common stock into which the performance shares are so converted for each fiscal year within the performance period that the Reporting Person remains in the Issuer's employ. However, the performance shares will immediately convert into fully-vested shares of Class A common stock at target level or above upon certain changes in control or ownership of the Issuer. When the vested shares of the Issuer's Class A common stock become issuable following the completion of the performance period, a portion of those shares will be withheld by the Issuer to cover the applicable withholding taxes. The performance share award does not include any dividend equivalent rights.
( 7)  Represents the 9,200 shares of the Issuer's Class A common stock subject to the reported award.
( 8)  Includes the 4,104 shares of the Issuer's Class A common stock subject to the reported award.
( 9)  Includes the 9,024 shares of the Issuer's Class A common stock subject to the reported award.
( 10)  Includes the 3,249 shares of the Issuer's Class A common stock subject to the reported performance share award.
( 11)  The option will vest and become exercisable for the underlying shares of Class A common stock in a series of four successive equal annual installments on each of the first four one-year anniversaries of the October 15, 2010 grant date upon the Reporting Person's continuation in service with the Issuer through each such annual vesting date. This option will vest in full on an accelerated basis should the Reporting Person's service be involuntarily terminated by the Issuer without cause prior to completion of the four (4)-year vesting schedule established for such grant. The option will also vest on an accelerated basis upon certain changes in ownership or control of the Issuer.
( 12)  The option will vest and become exercisable for the underlying shares of Class A common stock in a series of four successive equal annual installments upon the Reporting Person's continuation in service with the Issuer through each of the July 6, 2011, July 6, 2012, July 6, 2013, and July 6, 2014 vesting dates. All of the options are subject to accelerated vesting upon certain changes in ownership or control of the issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Martin Sean
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040

SVP, General Counsel

Signatures
Brian L. Swartz for Sean Martin 10/19/2010
** 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.
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