Securities and Exchange Commission
                                              Washington, D. C. 20549

                                                   Schedule 13G
                                     Under the Securities Exchange Act of 1934
                                                (Amendment No. 1)

                                                    DeVRY, Inc.
                                                   Common Stock
                                              CUSIP Number 251893103

Date of Event Which Requires Filing of this Statement:     December 31, 2004

Check the appropriate box to designate the rule pursuant to which this Schedule 
is filed:

         [ X ]    Rule 13d-1(b)
         [     ]  Rule 13d-1(c)
         [     ]  Rule 13d-1(d)

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 

CUSIP No. 251893103

         1)    Name of reporting person:
                  Legg Mason Funds Management, Inc.
                Tax Identification No.:
                   52-2268681

         2)     Check the appropriate box if a member of a group:
                  a)     x
                  b)     n/a

         3)     SEC use only

         4)     Place of organization:
                  Maryland

Number of shares beneficially owned by each reporting person with:
         5)     Sole voting power:          - 0 -
         6)     Shared voting power:        5,000,000
         7)     Sole dispositive power:     - 0 -
         8)     Shared dispositive power:   5,000,000

         9)    Aggregate amount beneficially owned by each reporting person:
                  5,000,000
 
         10)   Check if the aggregate amount in row (9) excludes certain shares:
                  n/a

         11)   Percent of class represented by amount in row (9):
                  7.11%

         12)   Type of reporting person:
                  IA, CO

CUSIP No. 251893103

         1)   Name of reporting person:
                  Legg Mason Capital Management, Inc.
               Tax Identification No.:
                   52-1268629
 
         2)   Check the appropriate box if a member of a group:
                  a)     x
                  b)     n/a

         3)    SEC use only

         4)    Place of organization:
                  Maryland

Number of shares beneficially owned by each reporting person with:
         5)     Sole voting power:          - 0 -
         6)     Shared voting power:        476,700
         7)     Sole dispositive power:     - 0 -
         8)     Shared dispositive power:   476,700

         9)    Aggregate amount beneficially owned by each reporting person:
                  476,700
 
         10)   Check if the aggregate amount in row (9) excludes certain shares:
                  n/a

         11)   Percent of class represented by amount in row (9):
                  0.68%

         12)   Type of reporting person:
                  IA, CO

CUSIP No. 251893103

         1)   Name of reporting person:
                  Legg Mason Special Investment Trust, Inc.
               Tax Identification No.:
                   52-1433357
 
         2)   Check the appropriate box if a member of a group:
                  a)     n/a
                  b)     n/a

         3)    SEC use only

         4)    Place of organization:
                  Maryland

Number of shares beneficially owned by each reporting person with:
         5)     Sole voting power:          - 0 -
         6)     Shared voting power:        5,000,000
         7)     Sole dispositive power:     - 0 -
         8)     Shared dispositive power:   5,000,000

         9)    Aggregate amount beneficially owned by each reporting person:
                  5,000,000
 
         10)   Check if the aggregate amount in row (9) excludes certain shares:
                  n/a

         11)   Percent of class represented by amount in row (9):
                  7.11%

         12)   Type of reporting person:
                  IV, CO
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
         Item 1a)     Name of issuer:
                           DeVRY, Inc.

         Item 1b)     Address of issuer's principal executive offices:
                           One Tower Lane, Ste. 1000
                           Oakwood Terrace, IL  60181
 
         Item 2a)    Name of person filing:
                           Legg Mason Funds Management, Inc.
                           Legg Mason Capital Management, Inc.
                            
         Item 2b)    Address of  principal business office:
                           100 Light Street
                           Baltimore, MD  21202

         Item 2c)    Citizenship:
                           Legg Mason Funds Management, Inc.
                                    Maryland corporation
                           Legg Mason Capital Management, Inc.
                                    Maryland corporation
                            
         Item 2d)    Title of class of securities:
                           Common Stock

         Item 2e)    CUSIP number:     251893103

         Item 3)  If this statement is filed pursuant to Rule 13d-1(b), or 
         13d-2(b), check whether the person filing is a:
         (a) [ ] Broker or dealer under Section 15 of the Act.
         (b) [ ] Bank as defined in Section 3(a)(6) of the Act.
         (c) [ ] Insurance Company as defined in Section 3(a)(6) of the Act.
         (d) [ ] Investment Company registered under Section 8 of the 
                    Investment Company Act.
         (e) [ ] Investment Adviser registered under Section 203 of the 
                    Investment Advisers Act of 1940.
         (f) [ ] Employee Benefit Plan, Pension Fund which is subject to 
                    ERISA of 1974 or Endowment Funds; see 240.13d-1(b)(ii)(F).
         (g) [ ] Parent holding company, in accordance with 240.13d-1(b)(ii)(G),
         (h) [X ]Group, in accordance with 240.13d-1(b)(1)(ii)(J).
 
         Item 4)    Ownership:

         (a)     Amount beneficially owned:             5,476,700

         (b)     Percent of Class:  7.78%

         (c)     Number of shares as to which such person has:
                  (i)   sole power to vote or to direct the vote:
                                    -  0 -
                  (ii)  shared power to vote or to direct the vote:
                                    5,476,700
                  (iii) sole power to dispose or to direct the disposition of:
                                    - 0 -
                  (iv)  shared power to dispose or to direct the disposition of:
                                    5,476,700

         Item 5)    Ownership of Five Percent or less of a class:
                           n/a

         Item 6)    Ownership of more than Five Percent on behalf of another
                    person:
 
         Various accounts managed by the investment advisers identified in Item 
         8 have the right to receive or the power to direct the receipt of 
         dividends from, or the proceeds from the sale of shares of the issuer. 
         No such account owns more than 5% of the shares outstanding.

        The interest of one account, Legg Mason Special Investment Trust, 
        Inc. an investment company registered under the Investment Company Act
        of 1940 and manged by Legg Mason Funds Management, Inc. amounted to 
        5,000,000 shares or 7.11% of the total shares outstanding.
 
         Item 7)    Identification and classification of the subsidiary which 
         acquired the security being reported on by the parent holding company:
                           n/a
 
         Item 8)    Identification and classification of members of the group:
                      Legg Mason Funds Management, Inc.-investment adviser
                      Legg Mason Capital Management, Inc.-investment adviser 
                      
 
         Item 9)    Notice of dissolution of group:
                           n/a
 
         Item 10)   Certification:

         By signing below I certify that, to the best of my knowledge and 
         belief, the securities referred to above were acquired and are held in 
         the ordinary course of business and were not acquired and are not held 
         for the purpose of or with the effect of changing or influencing the 
         control of the issuer of the securities and were not acquired and are 
         not held in connection with or as a participant in any transaction 
         having that purpose or effect.

                                    Signature
                                   -----------

         After reasonable inquiry and to the best of my knowledge and belief, 
I certify that the information set forth in this statement is true, complete 
and correct.

         --------------------------------
         Date - February 14, 2005

         Legg Mason Funds Management, Inc.


         By___________________________________________
                 Jennifer Murphy, Senior Vice President

         Legg Mason Capital Management, Inc.


         By___________________________________________
                 Andrew J. Bowden, Senior Vice President

         
                                    Exhibit A
                             Joint Filing Agreement

                     --------------------------------------
         This Joint Filing Agreement confirms the agreement by and among the 
undersigned that the Schedule 13G is filed on behalf of (i) each member of the 
group identified in Item 8 and (ii) the other reporting person(s) identified
in Item 6 that may be deemed to beneficially own more than five percent of
the issuer's outstanding equity securities.

         Legg Mason Funds Management, Inc.


         By____________________________________________
              Jennifer Murphy, Senior Vice President

         Legg Mason Capital Management, Inc.


         By_____________________________________________
              Andrew J. Bowden, Senior Vice President

         
         Legg Mason Special Investment Trust, Inc.


         By____________________________________________
                 Gregory T. Merz, Vice President