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 *

Edelstein Charles B. 		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                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Co-Chief Executive Officer
(Last)          (First)          (Middle)

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

9/15/2011
(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   9/15/2011     F (1)    4792   D $47.45   106112   (2) 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 46,192 shares of the Issuer's Class A common stock subject to restricted stock units granted January 18, 2011, which will vest in successive monthly installments over the Reporting Person's period of service with the Issuer as follows: (i) 50% 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 (ii) the remaining 50% 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 26, 2012, with the sixth such monthly installment to vest on August 26, 2012 and with the shares of Class A common stock that vest under those final 6 installments to be issued on September 15, 2012. However, the RSUs will vest in full on an accelerated basis upon an involuntary termination of the Reporting Person's service without cause or upon certain changes in control of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Edelstein Charles B.
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040 		X
Co-Chief Executive Officer

Signatures
By Brian L. Swartz for Charles B. Edelstein 9/19/2011
** 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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