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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): August 6, 2002

                           THE ADVISORY BOARD COMPANY
             (Exact name of registrant as specified in its charter)


       Delaware              000-33283                 52-1468699
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)

              600 New Hampshire Avenue, NW, Washington, D.C. 20037
          (Address of principal executive offices, including Zip Code)


       Registrant's telephone number, including area code: (202) 672-5600

<PAGE>




     Item 5. Other Events.

     On August 6, 2002,  The Advisory  Board Company filed with the Secretary of
State of the State of Delaware a Certificate of Retirement of The Advisory Board
Company's Class A Voting Common Stock and Class B Non-Voting  Common Stock under
Section 243(b) of the General Corporation Law of the State of Delaware, pursuant
to which:

     (i)     all of the  shares  of the  Class A Voting  Common  Stock  and
             Class B Non-Voting Common Stock of the registrant were retired;

     (ii)    the capital of the registrant  was reduced by the capital
             represented by the Class A Voting Common Stock and Class B
             Non-Voting Common Stock; and

     (iii)   all matters set forth in the Certificate of Incorporation of
             the registrant with respect to the Class A Voting Common Stock
             and Class B Non-Voting Common Stock were eliminated from the
             Certificate of Incorporation.

     Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits.

   Exhibit No.           Description of Exhibit

   3.1                   Certificate of Retirement of the Class A Voting Common
                         Stock and the Class B Non-Voting Common Stock of The
                         Advisory Board Company



<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                         THE ADVISORY BOARD COMPANY


                         By:   /s/ David L. Felsenthal
                               -------------------------------------------------
                               David L. Felsenthal
                               Chief Financial Officer, Secretary and Treasurer

Date:  August 7, 2002



<PAGE>
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{"company-data": {"conformed-name": "ADVISORY BOARD CO", "cik": "0001157377", "assigned-sic": "8741", "irs-number": "521468699", "state-of-incorporation": "MD", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-33283", "film-number": "02721540"}, "business-address": {"street1": "600 NEW HAMPSHIRE AVENUE N.W.", "city": "WASHINGTON", "state": "DC", "zip": "20037"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): August 6, 2002

                           THE ADVISORY BOARD COMPANY
             (Exact name of registrant as specified in its charter)

       Delaware              000-33283                 52-1468699
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)

              600 New Hampshire Avenue, NW, Washington, D.C. 20037
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (202) 672-5600
Item 5. Other Events.

     On August 6, 2002,  The Advisory  Board Company filed with the Secretary of
State of the State of Delaware a Certificate of Retirement of The Advisory Board
Company's Class A Voting Common Stock and Class B Non-Voting  Common Stock under
Section 243(b) of the General Corporation Law of the State of Delaware, pursuant
to which:

     (i)     all of the  shares  of the  Class A Voting  Common  Stock  and
             Class B Non-Voting Common Stock of the registrant were retired;

     (ii)    the capital of the registrant  was reduced by the capital
             represented by the Class A Voting Common Stock and Class B
             Non-Voting Common Stock; and

     (iii)   all matters set forth in the Certificate of Incorporation of
             the registrant with respect to the Class A Voting Common Stock
             and Class B Non-Voting Common Stock were eliminated from the
             Certificate of Incorporation.

     Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits.

   Exhibit No.           Description of Exhibit

   3.1                   Certificate of Retirement of the Class A Voting Common
                         Stock and the Class B Non-Voting Common Stock of The
                         Advisory Board Company
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                         THE ADVISORY BOARD COMPANY

                         By:   /s/ David L. Felsenthal
                               -------------------------------------------------
                               David L. Felsenthal
                               Chief Financial Officer, Secretary and Treasurer

Date:  August 7, 2002