OMB APPROVAL

OMB Number: 3235-0058

Expires: April 30, 2009

Estimated average burden hours per response ... 2.50

SEC FILE NUMBER

0-25232

CUSIP NUMBER

037604105

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):	o  Form 10-K o  Form 20-F o  Form 11-K þ  Form 10-Q o  Form 10-D o  Form N-SAR o  Form N-CSR
	For Period Ended:	May 31, 2006
	o   Transition Report on Form 10-K
	o   Transition Report on Form 20-F
	o   Transition Report on Form 11-K
	o   Transition Report on Form 10-Q
	o   Transition Report on Form N-SAR
	For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

N/A

PART I — REGISTRANT INFORMATION

Apollo Group, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

4615 East Elwood Street

Address of Principal Executive Office (Street and Number)

Phoenix, AZ 85040

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

o
	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

     Apollo Group, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended May 31, 2006 (the “Form 10-Q”) by July 10, 2006, the prescribed due date. The Company intends to file the Form 10-Q as promptly as practicable, but does not expect that such filing will be made by the July 17, 2006 extended deadline. At this time, the Company cannot provide assurances as to when the Form 10-Q will be filed.

     As previously disclosed in the Company’s Current Reports on Form 8-K filed on June 12, 2006, June 20, 2006, June 26, 2006, and June 28, 2006, in response to a report that questioned whether the Company has backdated four stock option grants during fiscal 2000-2004, the Company’s Board of Directors (the “Board”) hired outside firms to review and confirm management’s initial conclusion that the Company acted appropriately with respect to its stock option practices.

     On June 19, 2006, the Company received a subpoena from the United States Attorney for the Southern District of New York requesting that the Company provide the Court with documents relating to its stock option grants. The Company is cooperating fully with this request.

     On June 23, 2006, the Company received a letter on behalf of a purported shareholder of the Company demanding that that the Board of Directors take action to remedy alleged breaches of fiduciary duty and other alleged misconduct by the Company’s directors and certain officers in connection with the stock option back-dating issues raised in the foregoing Lehman Brothers report. A similar demand letter on behalf of a second purported shareholder of the Company was received on June 29, 2006.

     In addition, on June 30, 2006, the Company was notified by letter from the Securities and Exchange Commission of an informal investigation and the Commission’s request for the production of documents relating to the Company’s stock option grants. The Company is cooperating fully with this informal investigation.

     The Board has appointed a special committee of independent directors to oversee the work being performed by attorneys and forensic accountants of the Company’s historical stock option practices, including its underlying option grant documentation and procedures, and this review is ongoing. Until this review is completed, the Company is unable to file its interim consolidated financial statements to be included in the Form 10-Q. Due to the volume of data subject to this review, the Company cannot provide assurances as to when the Form 10-Q will be filed.

     Some of the statements in this notification are forward-looking statements. These statements are based on beliefs and expectations of the Company’s management, and on information currently available to management. Forward-looking statements speak only as of the date they are made, and the Company makes no promise to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement, including, but not limited to, the timing and outcome of the review being conducted by the special committee of the Company’s Board.

SEC 1344 (03-05) Persons who are to 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.

(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Kenda B. Gonzales	(480)	966-5394
(Name)	(Area Code)	(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes þ     No o

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes o     No þ
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Apollo Group, Inc. 

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	July 10, 2006	By:	/s/ Kenda B. Gonzales
			Kenda B. Gonzales
			Chief Financial Officer and Treasurer