96

           AMENDMENT TO DeVRY INC. PROFIT SHARING RETIREMENT PLAN
               (as amended and restated as of July 1, 1992)





        WHEREAS, the Company maintains the DeVRY Inc. Profit Sharing Retirement
Plan, as amended and restated as of July 1, 1992, and as amended subsequent
thereto (the "Plan"); and

        WHEREAS, amendment of the Plan and a transfer in its sponsorship is
now deemed desirable;

        NOW, THEREFORE, BE IT RESOLVED THAT, by virtue and in exercise of the
amending power reserved to the Company under Section 13.1 of the Plan, the Plan
is hereby amended effective as of December 31, 1996 by substituting the
following for Subsection 2.1 of the Plan:

                        2.1  Eligibility for Participation.  Subject to the
conditions and limitations of the Plan, each individual who was a Participant
in the Plan immediately prior to the Effective Date will continue as such on
and after that date, and each employee of an Employer who was not a Participant
in the Plan immediately prior to the Effective Date will become a "Participant"
in the Plan on the first day of the first calendar month coincident with or
following the Effective Date on which he meets the following requirements:

                (a)     he has completed one Year of Service (as defined in
                subsection 3.1);

                (b)     he is not a member of a collective bargaining unit as
                to which retirement benefits have been the subject of good
                faith bargaining unless the Plan has been extended to the
                collective bargaining unit under a currently effective
                collective bargaining agreement; and

                (c)     for periods beginning on and after April 1, 1993, he is
                not a temporary employee of an Employer (that is, an employee
                who is not a regular full-time employee or a regular part-time
                employee).

        Notwithstanding the foregoing provisions of this subsection 2.1, if an
individual is employed or reemployed by an Employer on or after the first
calendar month coincident with or next following the date on which he first
meets the requirements of paragraph (a) above, he shall become a Participant
in the Plan immediately upon meeting the requirements of paragraphs (b) and (c)
above if such individual has not incurred a One Year Break in Service
(described in subsection 3.3) or, if the individual has incurred a One Year
Break in Service, retroactive, from the first day of the Plan Year during
which he again completes a Year of Service.


        FURTHER, RESOLVED THAT, effective as of January 1, 1997, Section 1.1
of the plan is amended to read as follows:

97

        1.1  History, Purpose and Effective Date.  Effective June 30, 1979,
Keller Graduate School of Management, Inc., a Delaware corporation, established
the Keller Graduate School of Management, Inc. Profit Sharing Plan (the "Plan")
so that it and its related entities could assist their eligible employees in
providing for their future security.  The Plan was amended and restated
effective as of July 1, 1987.  Effective as of July 1, 1991, the Plan was
renamed the DeVry Inc. Profit Sharing Retirement Plan.  Effective as of January
1, 1997, sponsorship of the Plan was transferred to, and accepted by,
DeVRY Inc., a Delaware corporation (the "Company") so that it, and each
Related Company (as defined in subsection 1.2) which, with the consent of the
Company, adopts the Plan, may assist their eligible employees in providing for
their future security.  The following provisions constitute an amendment,
restatement and continuation of the Plan as in effect immediately prior to July
1, 1992, the "Effective Date" of the Plan as set forth herein, and as
subsequently amended.  To the extent that any provisions of the Plan as set
forth herein specifically provide for an effective date prior to July 1, 1992,
such provisions shall constitute an amendment of the Plan as in effect on such
date.  The Plan is intended to qualify as a profit sharing plan under section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code").

        FURTHER, RESOLVED THAT, effective as of January 1, 1997, sponsorship
of the Plan is transferred to DeVRY Inc., conditioned upon acceptance of such
transfer by the Board of Directors of DeVRY Inc.



        I, Marilynn J. Cason, Secretary of Keller Graduate School of
Management, Inc., hereby certify that the foregoing is a correct copy of a
resolution adopted by the Board of Directors of such corporation on
December 30, 1996 and that the resolution has not been changed or repealed.

        Dated this 11th day of August, 1997.



                                                  /s/Marilynn J. Cason
                                                 Secretary as Aforesaid

                                                        (Seal)