EXHIBIT 99.3

                                                                October 28, 2004

                               APOLLO GROUP, INC.
                         COMPENSATION COMMITTEE CHARTER

      A. PURPOSE AND SCOPE

The primary function of the Compensation Committee (the "Committee") of the
Board of Directors (the "Board") is to exercise the responsibilities and duties
set forth below, including but not limited to determining and/or making
recommendations with respect to all forms of compensation to be granted by
Apollo Group, Inc. (the "Company") to the Company's "officers" (as defined in
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Rule 16a-1 promulgated thereunder (the "Section 16 Officers")), and
to review the equity and incentive plans for the Company.

      B. COMPOSITION

The Committee shall be comprised of a minimum of two members of the Board as
appointed by the Board, each of whom shall meet any independence requirements
promulgated by the Securities and Exchange Commission ("SEC") (including Rule
16b-3 promulgated pursuant to the Exchange Act), the National Association of
Securities Dealers, any exchange upon which securities of the Company are
traded, the Internal Revenue Service (including the requirements of Section
162(m)) of the Internal Revenue Code of 1986, as amended, or any governmental or
regulatory body exercising authority over the Company (each a "Regulatory
Body"), and each member of the Committee shall be free from any relationship
that, in the opinion of the Board, would interfere with the exercise of his or
her independent judgment as a member of the Committee.

The members of the Committee shall be elected by the Board and shall serve until
their successors shall be duly elected and qualified or until their earlier
resignation or removal. Unless a Chair is elected by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee
membership.

The Committee shall meet as necessary, but at least once each year, to enable it
to fulfill its responsibilities and duties as set forth herein. The Committee
shall report its actions to the Board and keep written minutes of its meetings
which shall be recorded and filed with the books and records of the Company.

      C. RESPONSIBILITIES AND DUTIES:

To fulfill its responsibilities and duties the Committee shall:

      1.    Evaluate the performance of the Chief Executive Officer and
            establish the appropriate level of compensation for such officer.

      2.    Review the salaries, bonus and other compensation for all Section 16
            Officers.

      3.    Review the Company's equity and incentive plans.

      4.    Make and approve stock option grants and other discretionary awards
            under the Company's equity and incentive plans to all eligible
            participants. The foregoing



                                                                October 28, 2004

            authority of the Committee is in addition to the granting authority
            otherwise specified in the Apollo Group, Inc. 2000 Stock Incentive
            Plan, as amended.

      5.    Review and assess the adequacy of this Charter periodically as
            conditions dictate to ensure compliance with any rules or
            regulations promulgated by any Regulatory Body and recommend any
            modifications to this Charter if and when appropriate to the Board
            for its approval.

      6.    Oversee the Corporation's compliance with any law or rules
            promulgated by Regulatory Authority prohibiting loans to officers
            and directors of the Corporation.

      7.    Review and assess the adequacy of the annual report of the Committee
            to be included in the Corporation's proxy statement.

      8.    Such additional powers and duties as may be reasonable, necessary or
            desirable, in the Committee's discretion, to exercise the powers and
            fulfill its duties.

      D. INDEPENDENT ADVICE

The Committee may conduct or authorize investigations into or studies of matters
within the Committee's scope of responsibilities and duties as described above,
an may seek and retain accounting, legal, consulting or other expert advice from
a source independent of management, at the expense of the Corporation, with the
knowledge of the Chairman of the Board and the Chief Executive Officer of the
Corporation.