190

                         EXHIBIT # 99(b)

                           DeVry Inc.

                   Director Nominating Process


The Governance Committee ("Committee") of the Board of Directors
("Board") is responsible for making recommendations of nominees
for directors to the Board.  Nominees are selected on the basis
of, among other things, knowledge, experience, skills, expertise,
diversity, personal and professional integrity, business
judgment, time availability in light of other commitments,
absence of conflicts of interest and such other relevant factors
that the Committee considers appropriate in the context of the
needs of the Board.  When considering nominees the Committee
seeks to ensure that the Board as a whole possesses, and
individual members possess at least one of the following
competencies:

  -    accounting and finance,
  -    business judgment,
  -    management,
  -    industry knowledge,
  -   leadership,
  -    strategy/vision.

In screening director nominees, the Committee will review
potential conflicts of interest, including interlocking
directorships and substantial business, civic, and social
relationships with other members of the Board that could impair
the prospective nominee's ability to act independently.

The Committee will not only consider nominees that it identifies,
but will consider nominees submitted by shareholders in
accordance with the process for shareholder nominees identified
in our By-laws.  All shareholder nominees are to be submitted in
writing to the Corporate Secretary, DeVry Inc., One Towner Lane,
Oakbrook Terrace, IL  60181-4624, not less than 60 days prior to
the immediately preceding annual meeting. Such shareholder's
notice shall be signed by the shareholder of record who intends
to make the nomination (Or his duly authorized proxy or

     a. the name and address, as they appear on our books, of such
        shareholder and the beneficial owner or owners, if any, on whose
        behalf the nomination is made;

     b. the number of shares of DeVry Inc. common stock which are
        beneficially owned by such shareholder or beneficial owner or
        owners;


191
     c. a representation that such shareholder is a holder of record
        entitled to vote at such meeting and intends to appear in person
        or by proxy at the meeting to make the nomination;

     d. the name and residence address of the person or persons to
        be nominated,

     e. a description of all arrangements or understandings between
        such shareholder or beneficial owner or owners and each nominee
        and any other person or persons (naming such person or persons)
        pursuant to which the nomination is to be made by such
        shareholder,

     f. such other information regarding each nominee proposed by
        such shareholder as would be required to be disclosed in
        solicitations of proxies for elections of directors, or would be
        otherwise required to be disclosed, in each case pursuant to
        Regulation 14A under the Exchange Act, including any information
        that would be required to be included in a proxy statement filed
        pursuant to Regulation 14A had the nominee been nominated by the
        Board of Directors and

     g. the written consent of each nominees to be name in a proxy
        statement and to serve as a director if so elected; and

     h. in the case of any other business that such shareholder
        proposes to bring before the meeting,

             - a brief description of the business desired to be brought
               before the meeting and, if such business includes a proposal to
               amend these By-laws, the language of the proposed amendment,

             - such shareholder's and beneficial owner's or owners' reasons
               for conducting such business at the meeting and

             - any material interest in such business of such shareholder
               and beneficial owner or owners.

In identifying potential nominees and determining which nominees
to recommend to the Board, the Committee may retain the services
of a professional search firm or other third party advisor.  In
connection with each vacancy, the Committee will develop a
specific set of ideal characteristics for the vacant director
position.  The Committee will look at nominees it identifies and
any identified by shareholders on an equal basis using these
characteristics and the general criteria identified above.