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 *

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)
Exec Chrmn of the Board
(Last)          (First)          (Middle)

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

10/28/2010
(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   10/28/2010     S    150000   D $38.0533   (1) 1529394   (2) (3) D    
Class A Common Stock                  11124514   I   John Sperling Revocable Trust   (4)
Class A Common Stock                  1357339   I   John Sperling 1994 Irrevocable Trust   (5)
Class A Common Stock                  1578036   I   Aurora Foundation   (6)

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

Explanation of Responses:
( 1)  Represents the weighted average sale price per share. The actual sale prices ranged from a low of $37.59 to a high of $38.29. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price.
( 2)  Includes (i) 42,996 shares of the Issuer's Class A common stock subject to RSUs granted July 6, 2010, (ii) 23,889 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009, (iii) 12,500 shares of the Issuer's Class A common stock subject to RSUs granted July 3, 2007 and (iv) 3,417 shares of the Issuer's Class A common stock subject to RSUs granted October 31, 2008. The 42,996 shares underlying the July 6,2010 RSUs will be issued when those units vest (subject to an initial performance-vesting requirement) in four successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the August 31, 2011, July 6, 2012, July 6, 2013, and July 6, 2014 vesting dates. The 23,889 shares underlying the July 2, 2009 RSUs will be issued when those units vest in three successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the July 2, 2011, July 2, 2012, and July 2, 2013 vesting dates. (footnote continued below)
( 3)  (continued from footnote 2 above) The 12,500 shares underlying the July 3, 2007 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2011. The 3,417 shares underlying the October 31, 2008 RSUs will be issued when those units vest upon the Reporting Person's continuation in service with the Issuer through August 31, 2011. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. Does not include the performance share award made to the Reporting Person on July 6, 2010 for 15,174 target shares of the Issuer's Class A common stock that will not actually convert into any such shares unless the applicable performance goal is attained at threshold level or above.
( 4)  By self as trustee and beneficiary of the John Sperling Revocable Trust dated January 31, 1995.
( 5)  By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994.
( 6)  By self as trustee of the Aurora Foundation dated May 22, 1997.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SPERLING JOHN G
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040 		X X Exec Chrmn of the Board

Signatures
by Brian L. Swartz for John G. Sperling 10/29/2010
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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