WAIVER TO CREDIT AGREEMENT

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                            EXHIBIT 4(c)

                 WAIVER DATED AS OF JUNE 9, 2004

          This  Waiver ("Waiver") is entered into as of  June  9,

2004,  among DeVry Inc., a Delaware corporation ("DeVry"), Global

Education International, Inc., a Barbados corporation ("GEI"  and

together   with   DeVry   a  "Borrower"  and   collectively   the

"Borrowers"),   the  lenders  party  hereto  (collectively,   the

"Lenders"  and  individually, a "Lender"), and BANK  OF  AMERICA,

N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

                      W I T N E S S E T H:

          WHEREAS,  the  Borrowers,  the  Lenders  and  Bank   of

America, N.A., as Administration Agent, Swing Line Lender and L/C

Issuer are parties to that certain Credit Agreement, dated as  of

May  16,  2003  (the "Credit Agreement") (terms  defined  in  the

Credit  Agreement  shall have the same respective  meanings  when

used herein);

          WHEREAS, DeVry has requested that the Lenders waive  as

of  June 30, 2003 compliance by DeVry with the DOE Ratio, all  as

more fully hereinafter set forth; and

          WHEREAS,  the Lenders are willing to grant such  waiver

on the terms and conditions contained herein;

          NOW,  THEREFORE, in consideration of the premises,  the

mutual  covenants  herein contained and other good  and  valuable

consideration (the receipt, adequacy and sufficiency of which  is

hereby acknowledged), the parties hereto, intending legally to be

bound, hereby agree as follows:

                            ARTICLE I

                             WAIVER

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          The   Lenders  hereby  waive,  as  of  June  30,  2003,

compliance  by  DeVry  with the DOE Ratio set  forth  in  Section

7.15(d)  of the Credit Agreement, it being understood  that  such

waiver is limited precisely to its terms and shall not constitute

a waiver of any other term or provision of the Loan Documents.

                            ARTICLE II

                             GENERAL

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          2.1  Each Borrower hereby represents and warrants to the

Administrative Agent and the Lenders that no Default or Event  of

Default has occurred and is continuing which will not be cured by

this Waiver becoming effective.

          2.2  This Waiver may be executed in any number of counterparts

(each of which shall be deemed an original, but all such

counterparts together shall constitute but one and the same

instrument) and shall become effective as of the date hereof upon

receipt by the Administrative Agent of counterparts hereof

executed by the Borrowers and the Required Lenders.

          2.3  As modified by this Waiver, the Loan Documents shall remain

in full force and effect.  References to the Credit Agreement in

any of the Loan Documents shall be deemed to include a reference

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to the Credit Agreement as modified hereby, whether or not

reference is made to this Waiver. Section