FIFTH MODIFICATION AGREEMENT


     BY THIS FIFTH MODIFICATION AGREEMENT (the "Agreement"), made
and entered into as of the 1st day of November, 1999, WELLS FARGO
BANK, NATIONAL ASSOCIATION, a national banking association, whose
address is 100 West Washington, Post Office Box 29742, MAC
#S4101-251, Phoenix, Arizona 85038-9742 (hereinafter called
"Lender"), and APOLLO GROUP, INC., an Arizona corporation, whose
address is 4615 East Elwood Street, Suite 400, Phoenix, Arizona
85040 (hereinafter called "Company"), in consideration of the
mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby confirm and agree as follows:

SECTION 1.     RECITALS.

     1.1     Company and Lender entered into a Loan Agreement
dated November 17, 1997 (as amended, the "Loan Agreement"), which
provided for, among other things, a revolving line of credit (the
"RLC") in the amount of $10,000,000.00, evidenced by a Revolving
Promissory Note dated November 17, 1997, executed by the Company
(the "RLC Note"), all upon the terms and conditions contained
therein.  The Loan Agreement was previously modified by that
Modification Agreement dated as of February 5, 1998, that Second
Modification Agreement dated as of August 13, 1998, that Third
Modification Agreement dated as of April 30, 1999 and that Fourth
Modification Agreement dated as of August 3, 1999.  All undefined
capitalized terms used herein shall have the meaning given them
in the Loan Agreement.

     1.2     As of the date hereof, prior to the effect of the
modifications contained herein, the outstanding principal balance
of the RLC is $0.00.  Lender has issued for the account of the
Company two (2) standby letters of credit in the amount of
$17,860.00 and $2,742,476.00, that expire on March 31, 2000.

     1.3     Company and Lender desire to modify the Loan
Agreement as set forth herein.

SECTION 2.     LOAN AGREEMENT.

     The modifications provided in this Section 2 shall be
effective as of October 25, 1999 as though entered into as of
such date.

     2.1     Section 8.6 of the Loan Agreement is hereby amended
to read as follows:

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          Section 8.6     Payment of Dividends.  Declare or
          pay any cash dividends or distribution either in
          cash, stock or any other property on Borrower's
          stock now or hereafter outstanding; nor redeem,
          retire, repurchase or otherwise acquire any shares
          of any class of Borrower's stock now or hereafter
          outstanding.  Notwithstanding the foregoing,
          Borrower shall be permitted (i) to pay
          intercompany dividends, provided said dividend(s)
          has (have) no effect whatsoever on Borrower's
          consolidated stockholder's equity, (ii) to pay
          non-cash dividends including but not limited to
          intercompany non-cash dividends and non-cash
          dividends to facilitate stock splits, and (iii) to
          repurchase shares of its Class A common stock up
          to an aggregate amount of $100,000,000.00, which
          amount shall include the approximately
          $60,000,000.00 repurchased to date.

SECTION 3.     OTHER MODIFICATIONS, RATIFICATIONS AND AGREEMENTS.

     3.1     All references to the Loan Agreement in the Loan
Agreement, the RLC Note and the other documents delivered with
respect to the RLC (the "Loan Documents") are hereby amended to
refer to the Loan Agreement as hereby amended.

     3.2     Company acknowledges that the indebtedness evidenced
by the RLC Note is just and owing, that the balance thereof is
correctly shown in the records of Lender as of the date hereof,
and Company agrees to pay the indebtedness evidenced by the RLC
Note according to the terms thereof, as herein modified.

     3.3     Company hereby reaffirms to Lender each of the
representations, warranties, covenants and agreements of Company
set forth in the RLC Note and the Loan Agreement, with the same
force and effect as if each were separately stated herein and
made as of the date hereof.

     3.4     Company hereby ratifies, reaffirms, acknowledges,
and agrees that the RLC Note and the Loan Agreement, represent
valid, enforceable and collectible obligations of Company, and
that there are no existing claims, defenses, personal or
otherwise, or rights of setoff whatsoever with respect to any of
these documents or instruments.  In addition, Company hereby
expressly waives, releases and absolutely and forever discharges
Lender and its present and former shareholders, directors,
officers, employees and agents, and their separate and respective
heirs, personal representatives, successors and assigns, from any

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and all liabilities, claims, demands, damages, action and causes
of action, whether known or unknown and whether contingent or
matured, that Company may now have, or has had prior to the date
hereof, or that may hereafter arise with respect to acts,
omissions or events occurring prior to the date hereof.  To the
best of Company's knowledge, Company further acknowledges and
represents that no event has occurred and no condition exists
that, after notice or lapse of time, or both, would constitute a
default under this Agreement, the RLC Note or the Loan Agreement.

     3.5     All terms, conditions and provisions of the RLC Note
and the Loan Agreement are continued in full force and effect and
shall remain unaffected and unchanged except as specifically
amended hereby.  The RLC Note and the Loan Agreement, as amended
hereby, are hereby ratified and reaffirmed by Company, and
Company specifically acknowledges the validity and enforceability
thereof.

SECTION 4.     GENERAL.

     4.1     This Agreement in no way acts as a release or
relinquishment of those rights securing payment of the RLC.  Such
rights are hereby ratified, confirmed, renewed and extended by
Company in all respects.

     4.2     The modifications contained herein shall not be
binding upon Lender until Lender shall have received all of the
following:

          (a)     An original of this Agreement fully executed by
     the Company.

          (b)     Such resolutions or authorizations and such
     other documents as Lender may reasonably require relating to
     the existence and good standing of the Company and the
     authority of any person executing this Agreement or other
     documents on behalf of the Company.

     4.3     Company shall execute and deliver such additional
documents and do such other acts as Lender may reasonably require
to fully implement the intent of this Agreement.

     4.4     Company shall pay all costs and expenses, including,
but not limited to, reasonable attorneys' fees incurred by Lender
in connection herewith, whether or not all of the conditions
described in Paragraph 4.2 above are satisfied.  Lender, at its
option, but without any obligation to do so, may advance funds to
pay any such costs and expenses that are the obligation of the
Company, and all such funds advanced shall be due and payable
upon demand.
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     4.5     Notwithstanding anything to the contrary contained
herein or in any other instrument executed by Company or Lender,
or in any other action or conduct undertaken by Company or Lender
on or before the date hereof, the agreements, covenants and
provisions contained herein shall constitute the only evidence of
Lender's consent to modify the terms and provisions of the Loan
Agreement.  Accordingly, no express or implied consent to any
further modifications involving any of the matters set forth in
this Agreement or otherwise shall be inferred or implied by
Lender's execution of this Agreement.  Further, Lender's
execution of this Agreement shall not constitute a waiver (either
express or implied) of the requirement that any further
modification of the RLC or of the RLC Note or the Loan Agreement,
shall require the express written approval of Lender; no such
approval (either express or implied) has been given as of the
date hereof.

     4.6     Time is hereby declared to be of the essence hereof
of the RLC, of the RLC Note and of the Loan Agreement, and Lender
requires, and Company agrees to, strict performance of each and
every covenant, condition, provision and agreement hereof, of the
RLC Note and the Loan Agreement.

     4.7     This Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their heirs,
personal representatives, successors and assigns.

     4.8     This Agreement is made for the sole protection and
benefit of the parties hereto, and no other person or entity
shall have any right of action hereon.

     4.9     This Agreement shall be governed by and construed
according to the laws of the State of Arizona.

     IN WITNESS WHEREOF, these presents are executed as of the
date indicated above.

                      WELLS FARGO BANK, NATIONAL
                      ASSOCIATION, a national banking association



                      By:    /s/ Karen Maher
                      Name:  Karen Maher
                      Its:   Vice President

                                                           LENDER


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                      APOLLO GROUP, INC., an Arizona corporation



                      By:    /s/ Kenda B. Gonzales
                      Name:  Kenda B. Gonzales
                      Its:   Chief Financial Officer

                                                          COMPANY








































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