X0303 4/A 2008-07-17 2008-07-21 0000929887 APOLLO GROUP INC APOL 0001237503 SPERLING JOHN G 4615 E. ELWOOD STREET PHOENIX AZ 85040 1 1 1 0 Acting Exec Chrmn of the Board Class A Common Stock 2008-07-17 4 S 0 4901 58.2749 D 15062747 D This amendment is being filed to correct the number of shares reported as beneficially owned by the Reporting Person by reducing the number of such shares by 500,000 shares to reflect (i) the Reporting Person's disposition of 250,000 shares of the Issuer's Class A common stock pursuant to the settlement of a forward sales contract timely reported by the Reporting Person on a Form 4 filed with the Securities and Exchange Commission (the "SEC") on January 17, 2007 and (ii) the Reporting Person's disposition of 250,000 shares of the Issuer's Class A common stock pursuant to the settlement of a forward sales contract timely reported by the Reporting Person on a Form 4 filed with the SEC on February 5, 2007. These 500,000 shares have been inadvertently included in the Reporting Person's aggregate beneficial holdings reported on his Form 4 and 5 reports since the Form 4 filed by the Reporting Person on July 6, 2007. In addition, this amendment is being filed to clarify that the reported holdings have not been adjusted downward to reflect certain gifts of the Issuer's Class A common stock made by the Reporting Person during the fiscal year which began on September 1, 2007. Those gifts are eligible for deferred reporting on the Form 5 report to be filed for that fiscal year on or before October 15, 2008. The gifted shares have been included in the Reporting Person's beneficial holdings reported on Form 4 reports filed on July 16, 2008, July 18, 2008 and July 21, 2008. John G. Sperling 2008-08-12