X0202 4/A 2004-08-27 2004-08-31 0 0000929887 APOLLO GROUP INC APOL 0001237503 SPERLING JOHN G 4615 E ELWOOD ST PHOENIX AZ 85040 1 0 1 0 Class A Common Stock 2004-08-27 4 J 0 1003743 0 A 18546445 D On August 6, 2004, the Board of Directors ("Board") of Apollo Group, Inc. ("Apollo") exercised its right under Apollo's Amended and Restated Articles of Incorporation to convert all outstanding shares of University of Phoenix Online Common stock ("UOPX Stock") to shares of Apollo Education Group Class A common stock ("APOL Stock"). The Board set August 27, 2004, as the effective date for the conversion ("Conversion"). In connection with the Conversion, each outstanding share of UOPX Stock was converted into 1.11527 shares of APOL Stock in accordance with Apollo's Amended and Restated Articles of Incorporation which called for the conversion ratio to be based upon the relative market values of APOL Stock and UOPX Stock averaged over 20 trading days (July 9, 2004 through August 5, 2004) ending five days prior to the announcement of the Conversion and includes a 10% premium on the value of UOPX Stock. The amount of securities beneficially owned shown has been adjusted downward by 340,124 shares to reflect shares inadvertantly included in a Form 4 filed on August 31, 2004 in connection with the Conversion. The disposition of those 340,124 shares was timely reported in a Form 4 filed on July 14, 2004. This amendment has been filed solely to reflect the correct amount of non-derivative securities beneficially owned by the Reporting Person. /s/ John G. Sperling 2004-09-03