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 *

D'Amico Joseph Lawrence 		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)
President and COO
(Last)          (First)          (Middle)

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

7/2/2011
(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   7/2/2011     F (1)    943   D $46.46   131760   (2) (3) (4) (5) (6) 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

Explanation of Responses:
( 1)  Represents shares of the Issuer's Class A common stock withheld to satisfy the Issuer's tax withholding obligation upon the vesting of restricted stock units (RSUs) and the issuance of the underlying shares of Class A common stock.
( 2)  Includes (i) Includes 31,180 shares of the Issuer's Class A common stock subject to RSUs granted on January 18, 2011, (iii) 40,220 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2010, and (iv) 5,984 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009. The 31,180 shares underlying the January 18, 2011 RSUs will vest in successive monthly installments over the Reporting Person's period of service with the Issuer as follows: (i) 20% of the RSUs will vest in 8 successive equal monthly installments upon the Reporting Person's completion of each month of service over the 8-month period measured from January 16, 2011, with the shares of Class A common stock that so vest to be issued on September 15, 2011; (footnote continued below)
( 3)  (continued from footnote 2 above) (ii) an additional 40% of the RSUs will vest in 6 successive equal monthly installments upon the Reporting Person's completion of each month of service over the 6-month period measured from September 16, 2011, with the shares of Class A common stock that so vest to be issued on March 15, 2012; and (iii) the remaining 40% of the restricted stock units will vest in 6 successive equal monthly installments upon the Reporting Person's completion of each month of service over the period beginning March 16, 2012 and ending August 31, 2012, with the sixth such monthly installment to vest on August 31, 2012 and with the shares of Class A common stock that vest under those final 6 installments to be issued on September 15, 2012 (footnote continued below).
( 4)  (continued from footnote 3 above) The 40,220 shares underlying the July 6, 2010 RSUs will be issued as 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 5,984 shares underlying the July 2, 2009 RSUs will be issued as those units vest in two successive equal installments upon the Reporting Person's continuation in service with the Issuer through each of the July 2, 2012, and July 2, 2013 vesting dates. All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer (footnote continued below).
( 5)  (continued from footnote 4 above) The July 6, 2010 RSU award may also continue to vest (in accordance with the stated annual vesting dates) following the Reporting Person's cessation of service with the Issuer under certain defined circumstances. Does not include the performance share award made to the Reporting Person on July 6, 2010 for 14,196 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.
( 6)  Also includes 155 shares of the Issuer's Class A common stock acquired under the Issuer's Employee Stock Purchase Plan on April 7, 2011.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
D'Amico Joseph Lawrence
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040

President and COO

Signatures
By Brian L. Swartz for Joseph L. D'Amico 7/6/2011
** 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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