<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2002

                                         REGISTRATION STATEMENT NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           THE PRINCETON REVIEW, INC.

             (Exact Name Of Registrant As Specified In Its Charter)

                  Delaware                           22-3727603
      (State Or Other Jurisdiction of      (I.R.S. Employer Identification
       Incorporation or Organization)                  Number)


                                  2315 Broadway
                            New York, New York 10024
              (Address of Registrant's Principal Executive Offices)


             The Princeton Review, Inc. 401(k) Employee Savings Plan
                            (Full Title of the Plan)


                                 John S. Katzman
                      Chairman and Chief Executive Officer
                           The Princeton Review, Inc.
                                  2315 Broadway
                            New York, New York 10024
                                 (212) 874-8282
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)


                                   Copies to:
                              John P. Schmitt, Esq.
                      Patterson, Belknap, Webb & Tyler LLP
                           1133 Avenue of the Americas
                          New York, New York 10036-6710
                                 (212) 336-2000
<PAGE>
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                      Proposed Maximum      Proposed Maximum
    Title of Each Class of         Amount to be      Offering Price Per    Aggregate Offering         Amount of
Securities to be Registered(1)      Registered           Share (2)             Price (2)        Registration Fee (2)
------------------------------      ----------           ---------             ---------        --------------------
<S>                                <C>               <C>                   <C>                  <C>
Common Stock, $.01 par value..       400,000               $7.00               $2,800,000              $257.60
</TABLE>

(1)  In addition, pursuant to Rule 416(c) of the Securities Act of 1933, as
     amended, this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  Calculated in accordance with Rule 457(c) and (h) of the Securities Act of
     1933, as amended. Such calculation is based on (i) the price per share of
     the common stock of The Princeton Review, Inc., based on the average of the
     high and low prices for such common stock as reported on the NASDAQ Stock
     Market on January 14, 2002, and (ii) using such price per share, the
     maximum aggregate amount of the Offering Price was then calculated on the
     basis of the aggregate amount of shares of common stock of the Registrant
     issuable in connection with The Princeton Review, Inc. 401(k) Employee
     Savings Plan.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

                  The Registration Statement relates to the registration of
400,000 shares of common stock, par value $.01 per share, of the Registrant to
be offered or sold pursuant to The Princeton Review, Inc., 401(k) Employee
Savings Plan (the "Plan").

                  The documents containing the information about the Plan
specified in Part I of Form S-8 will be sent or given to eligible and/or
participating employees of the Registrant and other participating employers in
the Plan as specified by Rule 428(b)(1) of Regulation C under the Securities Act
of 1933, as amended (the "Securities Act"), and such documents taken together
with the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of Form S-8 shall constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  The Registrant shall provide a written statement to
participants in the Plan advising them of the availability, without charge, upon
written or oral request, of the documents incorporated by reference in Item 3 of
Part II of this Registration Statement, the documents which are incorporated by
reference into the Section 10(a) Prospectus, and the documents required to be
delivered to them pursuant to Rule 428(b) of Regulation C under the Securities
Act. The address, title of the individual or department, and telephone number to
which the request is to be directed shall be provided to participants.



                                      I-1
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are hereby incorporated by
reference in this Registration Statement:

                  (a)      the Registrant's Registration Statement on Form S-1
                           (Registration No. 333-43874) filed under the
                           Securities Act of 1933, as amended (the "Securities
                           Act"), including any exhibits and amendments thereto,
                           and the Registrant's final Prospectus, dated June 18,
                           2001 filed pursuant to Rule 424(b) under the
                           Securities Act;

                  (b)      the description of the Registrant's Common Stock
                           contained in the Registrant's Registration Statement
                           on Form 8-A, including any amendments to such
                           description in such Registration Statement;

                  (c)      the Registrant's Quarterly Reports on Form 10-Q for
                           the quarters ended June 30, 2001 and September 30,
                           2001; and

                  (d)      Current Report on Form 8-K dated October 1, 2001 and
                           Amendment No. 1 to Current Report on Form 8-K/A dated
                           October 1, 2001.

                  In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statements so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.




                                      II-1
<PAGE>
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 102 of the Delaware General Corporation Law, or the
DGCL, allows a corporation to eliminate the personal liability of directors of
the corporation to the corporation or its stockholders for monetary damages for
a breach of fiduciary duty as a director, except for liability:

                  -        for any breach of the director's duty of loyalty to
                           the corporation or its stockholders;

                  -        for acts or omissions not in good faith or that
                           involve intentional misconduct or a knowing violation
                           of law;

                  -        under section 174 of the DGCL regarding unlawful
                           dividends and stock purchases; or

                  -        for any transaction from which the director derived
                           an improper personal benefit.

                  The Registrant's certificate of incorporation includes a
provision that eliminates the personal liability of its directors for monetary
damages for breach of fiduciary duty as a director, except to the extent such
exemption from liability is expressly forbidden by the DGCL, as it now exists or
is later amended.

                  Section 145 of the DGCL provides that a corporation may
indemnify directors and officers as well as other employees and individuals
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
any threatened, pending or completed actions, suits or proceedings in which such
person is made a party by reason of such person being or having been a director,
officer, employee of or agent of the corporation. The statute provides that it
is not exclusive of other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise.

                  The Registrant's certificate of incorporation requires the
Registrant to indemnify to the fullest extent authorized or permitted by the
DGCL (as it existed at the time of the adoption of the certificate of
incorporation, or, if the DGCL is later amended to permit broader
indemnification, as so amended) each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal administrative or investigative, by
reason of the fact that he is or was a director or officer of the Registrant or
is or was serving at the request of the Registrant as a director, officer
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee or agent, or in any other capacity while
serving as a director, officer, employee or agent. The Registrant is only
required to indemnify any such person seeking indemnification in connection with
an action initiated by such person if such action was authorized by the board of
directors. The certificate of incorporation also provides that the Registrant
must advance expenses to a director or officer in advance of the final
disposition of the matter with respect to which such expenses are being advanced
upon receipt of an undertaking, if such undertaking is required by the DGCL, by
or on behalf of such director or officer to repay such amount if it is
ultimately determined that the director or officer is not entitled to be
indemnified by the Registrant. The certificate of

                                      II-2
<PAGE>
incorporation further states that the Registrant may, by action of the board of
directors, provide indemnification to employees and agents of the company with
the same scope and effect as the foregoing provisions relating to directors and
officers.

                  The certificate of incorporation provides that the rights to
indemnification and advancement of expenses conferred by it are not exclusive of
any other right that any person may have or acquire under any statute, any
amendment to the certificate of incorporation, by-laws, agreement, vote of
stockholders or disinterested directors or otherwise.

                  The Registrant maintains directors and officers liability
insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  See "Exhibit Index" on page II-8.

ITEM 9.  UNDERTAKINGS.

                  (a)      The undersigned registrant hereby undertakes:

                           (1)      To file, during any period in which offers
                                    or sales are being made, a post-effective
                                    amendment to this Registration Statement:

                                    (i)      To include any prospectus required
                                             by Section 10(a)(3) of the
                                             Securities Act;

                                    (ii)     To reflect in the prospectus any
                                             facts or events arising after the
                                             effective date of the Registration
                                             Statement (or the most recent
                                             post-effective amendment thereof)
                                             which, individually or in the
                                             aggregate, represent a fundamental
                                             change in the information set forth
                                             in the registration statement.
                                             Notwithstanding the foregoing, any
                                             increase or decrease in volume of
                                             securities offered (if the total
                                             dollar value of securities would
                                             not exceed that which was
                                             registered) and any deviation from
                                             the low or high end of the
                                             estimated maximum offering range
                                             may be reflected in the form of
                                             prospectus filed with the
                                             Commission pursuant to Rule 424(b)
                                             if, in the aggregate, the changes
                                             in volume and price represent no
                                             more than a 20 percent change in
                                             the maximum aggregate offering
                                             price set forth in the

                                      II-3
<PAGE>
                                             "Calculation of Registration Fee"
                                             table in the effective Registration
                                             Statement;

                                    (iii)    To include any material information
                                             with respect to the plan of
                                             distribution not previously
                                             disclosed in the Registration
                                             Statement or any material change to
                                             such information in the
                                             Registration Statement;

                                    provided, however, that paragraphs (a)(1)(i)
                                    and (a)(1)(ii) do not apply if the
                                    registration statement is on Form S-3, Form
                                    S-8 or Form F-3, and the information
                                    required to be included in a post-effective
                                    amendment by those paragraphs is contained
                                    in periodic reports filed with or furnished
                                    to the Commission by the Registrant pursuant
                                    to Section 13 or Section 15(d) of the
                                    Exchange Act that are incorporated by
                                    reference in the Registration Statement.

                           (2)      That, for the purpose of determining any
                                    liability under the Securities Act, each
                                    such post-effective amendment shall be
                                    deemed to be a new registration statement
                                    relating to the securities offered therein,
                                    and the offering of such securities at that
                                    time shall be deemed to be the initial bona
                                    fide offering thereof.

                           (3)      To remove from registration by means of a
                                    post-effective amendment any of the
                                    securities being registered which remain
                                    unsold at the termination of the offering.

                  (b)      The undersigned Registrant hereby undertakes that,
                           for purposes of determining any liability under the
                           Securities Act, each filing of the Registrant's
                           annual report pursuant to Section 13(a) or 15(d) of
                           the Exchange Act (and, where applicable, each filing
                           of an employee benefit plan's annual report pursuant
                           to Section 15(d) of the Exchange Act) that is
                           incorporated by reference in the registration
                           statement shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (c)      Insofar as indemnification for liabilities arising
                           under the Securities Act may be permitted to
                           directors, officers and controlling persons of the
                           Registrant pursuant to the provisions of Item 6
                           hereof, or otherwise, the Registrant has been advised
                           that in the opinion of the Commission such
                           indemnification is against public policy as expressed
                           in the Securities Act and is, therefore,
                           unenforceable. In the event that a claim for
                           indemnification against such liabilities (other than
                           the payment by the Registrant of expenses incurred or
                           paid by a director, officer or controlling person of
                           the Registrant in the successful defense of any
                           action, suit or proceeding) is asserted by such
                           director, officer or controlling person in

                                      II-4
<PAGE>
                           connection with the securities being registered, the
                           Registrant will, unless in the opinion of its counsel
                           the matter has been settled by controlling precedent,
                           submit to a court of appropriate jurisdiction the
                           question whether such indemnification by it is
                           against public policy as expressed in the Securities
                           Act and will be governed by the final adjudication of
                           such issue.

                  (d)      The undersigned Registrant undertakes that it has
                           submitted or will submit the Plan and any amendment
                           thereto to the Internal Revenue Service ("IRS") in a
                           timely manner and will make any changes required by
                           the IRS in order to qualify the Plan.




                                      II-5
<PAGE>
                                   SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, The
Princeton Review, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on this 18th day of
January, 2002.

                                        THE PRINCETON REVIEW, INC.


                                        By:   /s/  John S. Katzman
                                            -----------------------------------
                                            Name:  John S. Katzman
                                            Title: Chairman and Chief Executive
                                                   Officer


                                POWER OF ATTORNEY

                  Each individual whose signature appears below constitutes and
appoints each of John S. Katzman, Mark Chernis and Stephen Melvin, such person's
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent, or any substitute or
substitutes of any of them, may lawfully do or cause to be done by virtue
hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
       Signature                                                  Title                                        Date
       ---------                                                  -----                                        ----
<S>                                            <C>                                                       <C>
/s/ John S. Katzman                            Chairman and Chief Executive Officer
----------------------                         (Principal Executive Officer)                             January 18, 2002
    John S. Katzman

/s/ Stephen Melvin                             Chief Financial Officer
----------------------                         (Principal Financial and Accounting Officer)              January 18, 2002
    Stephen Melvin
</TABLE>


                                      II-6
<PAGE>
<TABLE>
<S>                                            <C>                                                       <C>
/s/ Richard Katzman
----------------------
    Richard Katzman                            Director                                                  January 16, 2002

/s/ John C. Reid
----------------------
    John C. Reid                               Director                                                  January 15, 2002

/s/ Richard Sarnoff
----------------------
    Richard Sarnoff                            Director                                                  January 17, 2002

/s/ Sheree T. Speakman
----------------------
    Sheree T. Speakman                         Director                                                  January 18, 2002

/s/ Howard A. Tullman
----------------------
    Howard A. Tullman                          Director                                                  January 17, 2002
</TABLE>

The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on behalf of
the Plan by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on this 18th day of January, 2002.


                                 THE PRINCETON REVIEW, INC.
                                 401(k) EMPLOYEE SAVINGS PLAN


                                 By:   /s/  John S. Katzman
                                     -------------------------------------------
                                     Name:  John S. Katzman
                                     Title: Chairman and Chief Executive Officer




                                      II-7
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NUMBER    DESCRIPTION                                                   PAGE
--------------    -----------                                                   ----
<S>               <C>                                                           <C>
4.1               Copy of The Princeton Review, Inc. 401(k) Employee Savings
                  Plan, effective January 15, 2002.

5.1               Opinion of Patterson, Belknap, Webb & Tyler LLP

23.1              Consent of Patterson, Belknap, Webb & Tyler LLP
                  (included in Exhibit 5.1 hereto)

23.1              Consent of PricewaterhouseCoopers LLP

23.2              Consent of Ernst & Young LLP

23.3              Consent of Caras & Shulman, PC

24.1              Power of Attorney (included on the signature pages hereto)
</TABLE>




                                      II-8
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2002

                                         REGISTRATION STATEMENT NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           THE PRINCETON REVIEW, INC.

             (Exact Name Of Registrant As Specified In Its Charter)

                  Delaware                           22-3727603
      (State Or Other Jurisdiction of      (I.R.S. Employer Identification
       Incorporation or Organization)                  Number)

                                  2315 Broadway
                            New York, New York 10024
              (Address of Registrant's Principal Executive Offices)

             The Princeton Review, Inc. 401(k) Employee Savings Plan
                            (Full Title of the Plan)

                                 John S. Katzman
                      Chairman and Chief Executive Officer
                           The Princeton Review, Inc.
                                  2315 Broadway
                            New York, New York 10024
                                 (212) 874-8282
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   Copies to:
                              John P. Schmitt, Esq.
                      Patterson, Belknap, Webb & Tyler LLP
                           1133 Avenue of the Americas
                          New York, New York 10036-6710
                                 (212) 336-2000
CALCULATION OF REGISTRATION FEE
Proposed Maximum      Proposed Maximum
    Title of Each Class of         Amount to be      Offering Price Per    Aggregate Offering         Amount of
Securities to be Registered(1)      Registered           Share (2)             Price (2)        Registration Fee (2)
------------------------------      ----------           ---------             ---------        --------------------
Common Stock, $.01 par value..       400,000               $7.00               $2,800,000              $257.60
(1)  In addition, pursuant to Rule 416(c) of the Securities Act of 1933, as
     amended, this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  Calculated in accordance with Rule 457(c) and (h) of the Securities Act of
     1933, as amended. Such calculation is based on (i) the price per share of
     the common stock of The Princeton Review, Inc., based on the average of the
     high and low prices for such common stock as reported on the NASDAQ Stock
     Market on January 14, 2002, and (ii) using such price per share, the
     maximum aggregate amount of the Offering Price was then calculated on the
     basis of the aggregate amount of shares of common stock of the Registrant
     issuable in connection with The Princeton Review, Inc. 401(k) Employee
     Savings Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

                  The Registration Statement relates to the registration of
400,000 shares of common stock, par value $.01 per share, of the Registrant to
be offered or sold pursuant to The Princeton Review, Inc., 401(k) Employee
Savings Plan (the "Plan").

                  The documents containing the information about the Plan
specified in Part I of Form S-8 will be sent or given to eligible and/or
participating employees of the Registrant and other participating employers in
the Plan as specified by Rule 428(b)(1) of Regulation C under the Securities Act
of 1933, as amended (the "Securities Act"), and such documents taken together
with the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of Form S-8 shall constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  The Registrant shall provide a written statement to
participants in the Plan advising them of the availability, without charge, upon
written or oral request, of the documents incorporated by reference in Item 3 of
Part II of this Registration Statement, the documents which are incorporated by
reference into the Section 10(a) Prospectus, and the documents required to be
delivered to them pursuant to Rule 428(b) of Regulation C under the Securities
Act. The address, title of the individual or department, and telephone number to
which the request is to be directed shall be provided to participants.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are hereby incorporated by
reference in this Registration Statement:

                  (a)      the Registrant's Registration Statement on Form S-1
                           (Registration No. 333-43874) filed under the
                           Securities Act of 1933, as amended (the "Securities
                           Act"), including any exhibits and amendments thereto,
                           and the Registrant's final Prospectus, dated June 18,
                           2001 filed pursuant to Rule 424(b) under the
                           Securities Act;

                  (b)      the description of the Registrant's Common Stock
                           contained in the Registrant's Registration Statement
                           on Form 8-A, including any amendments to such
                           description in such Registration Statement;

                  (c)      the Registrant's Quarterly Reports on Form 10-Q for
                           the quarters ended June 30, 2001 and September 30,
                           2001; and

                  (d)      Current Report on Form 8-K dated October 1, 2001 and
                           Amendment No. 1 to Current Report on Form 8-K/A dated
                           October 1, 2001.

                  In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statements so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

                                      II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 102 of the Delaware General Corporation Law, or the
DGCL, allows a corporation to eliminate the personal liability of directors of
the corporation to the corporation or its stockholders for monetary damages for
a breach of fiduciary duty as a director, except for liability:

                  -        for any breach of the director's duty of loyalty to
                           the corporation or its stockholders;

                  -        for acts or omissions not in good faith or that
                           involve intentional misconduct or a knowing violation
                           of law;

                  -        under section 174 of the DGCL regarding unlawful
                           dividends and stock purchases; or

                  -        for any transaction from which the director derived
                           an improper personal benefit.

                  The Registrant's certificate of incorporation includes a
provision that eliminates the personal liability of its directors for monetary
damages for breach of fiduciary duty as a director, except to the extent such
exemption from liability is expressly forbidden by the DGCL, as it now exists or
is later amended.

                  Section 145 of the DGCL provides that a corporation may
indemnify directors and officers as well as other employees and individuals
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
any threatened, pending or completed actions, suits or proceedings in which such
person is made a party by reason of such person being or having been a director,
officer, employee of or agent of the corporation. The statute provides that it
is not exclusive of other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise.

                  The Registrant's certificate of incorporation requires the
Registrant to indemnify to the fullest extent authorized or permitted by the
DGCL (as it existed at the time of the adoption of the certificate of
incorporation, or, if the DGCL is later amended to permit broader
indemnification, as so amended) each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal administrative or investigative, by
reason of the fact that he is or was a director or officer of the Registrant or
is or was serving at the request of the Registrant as a director, officer
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee or agent, or in any other capacity while
serving as a director, officer, employee or agent. The Registrant is only
required to indemnify any such person seeking indemnification in connection with
an action initiated by such person if such action was authorized by the board of
directors. The certificate of incorporation also provides that the Registrant
must advance expenses to a director or officer in advance of the final
disposition of the matter with respect to which such expenses are being advanced
upon receipt of an undertaking, if such undertaking is required by the DGCL, by
or on behalf of such director or officer to repay such amount if it is
ultimately determined that the director or officer is not entitled to be
indemnified by the Registrant. The certificate of

                                      II-2
incorporation further states that the Registrant may, by action of the board of
directors, provide indemnification to employees and agents of the company with
the same scope and effect as the foregoing provisions relating to directors and
officers.

                  The certificate of incorporation provides that the rights to
indemnification and advancement of expenses conferred by it are not exclusive of
any other right that any person may have or acquire under any statute, any
amendment to the certificate of incorporation, by-laws, agreement, vote of
stockholders or disinterested directors or otherwise.

                  The Registrant maintains directors and officers liability
insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  See "Exhibit Index" on page II-8.

ITEM 9.  UNDERTAKINGS.

                  (a)      The undersigned registrant hereby undertakes:

                           (1)      To file, during any period in which offers
                                    or sales are being made, a post-effective
                                    amendment to this Registration Statement:

                                    (i)      To include any prospectus required
                                             by Section 10(a)(3) of the
                                             Securities Act;

                                    (ii)     To reflect in the prospectus any
                                             facts or events arising after the
                                             effective date of the Registration
                                             Statement (or the most recent
                                             post-effective amendment thereof)
                                             which, individually or in the
                                             aggregate, represent a fundamental
                                             change in the information set forth
                                             in the registration statement.
                                             Notwithstanding the foregoing, any
                                             increase or decrease in volume of
                                             securities offered (if the total
                                             dollar value of securities would
                                             not exceed that which was
                                             registered) and any deviation from
                                             the low or high end of the
                                             estimated maximum offering range
                                             may be reflected in the form of
                                             prospectus filed with the
                                             Commission pursuant to Rule 424(b)
                                             if, in the aggregate, the changes
                                             in volume and price represent no
                                             more than a 20 percent change in
                                             the maximum aggregate offering
                                             price set forth in the

                                      II-3
"Calculation of Registration Fee"
                                             table in the effective Registration
                                             Statement;

                                    (iii)    To include any material information
                                             with respect to the plan of
                                             distribution not previously
                                             disclosed in the Registration
                                             Statement or any material change to
                                             such information in the
                                             Registration Statement;

                                    provided, however, that paragraphs (a)(1)(i)
                                    and (a)(1)(ii) do not apply if the
                                    registration statement is on Form S-3, Form
                                    S-8 or Form F-3, and the information
                                    required to be included in a post-effective
                                    amendment by those paragraphs is contained
                                    in periodic reports filed with or furnished
                                    to the Commission by the Registrant pursuant
                                    to Section 13 or Section 15(d) of the
                                    Exchange Act that are incorporated by
                                    reference in the Registration Statement.

                           (2)      That, for the purpose of determining any
                                    liability under the Securities Act, each
                                    such post-effective amendment shall be
                                    deemed to be a new registration statement
                                    relating to the securities offered therein,
                                    and the offering of such securities at that
                                    time shall be deemed to be the initial bona
                                    fide offering thereof.

                           (3)      To remove from registration by means of a
                                    post-effective amendment any of the
                                    securities being registered which remain
                                    unsold at the termination of the offering.

                  (b)      The undersigned Registrant hereby undertakes that,
                           for purposes of determining any liability under the
                           Securities Act, each filing of the Registrant's
                           annual report pursuant to Section 13(a) or 15(d) of
                           the Exchange Act (and, where applicable, each filing
                           of an employee benefit plan's annual report pursuant
                           to Section 15(d) of the Exchange Act) that is
                           incorporated by reference in the registration
                           statement shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (c)      Insofar as indemnification for liabilities arising
                           under the Securities Act may be permitted to
                           directors, officers and controlling persons of the
                           Registrant pursuant to the provisions of Item 6
                           hereof, or otherwise, the Registrant has been advised
                           that in the opinion of the Commission such
                           indemnification is against public policy as expressed
                           in the Securities Act and is, therefore,
                           unenforceable. In the event that a claim for
                           indemnification against such liabilities (other than
                           the payment by the Registrant of expenses incurred or
                           paid by a director, officer or controlling person of
                           the Registrant in the successful defense of any
                           action, suit or proceeding) is asserted by such
                           director, officer or controlling person in

                                      II-4
connection with the securities being registered, the
                           Registrant will, unless in the opinion of its counsel
                           the matter has been settled by controlling precedent,
                           submit to a court of appropriate jurisdiction the
                           question whether such indemnification by it is
                           against public policy as expressed in the Securities
                           Act and will be governed by the final adjudication of
                           such issue.

                  (d)      The undersigned Registrant undertakes that it has
                           submitted or will submit the Plan and any amendment
                           thereto to the Internal Revenue Service ("IRS") in a
                           timely manner and will make any changes required by
                           the IRS in order to qualify the Plan.

                                      II-5
SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, The
Princeton Review, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on this 18th day of
January, 2002.

                                        THE PRINCETON REVIEW, INC.

                                        By:   /s/  John S. Katzman
                                            -----------------------------------
                                            Name:  John S. Katzman
                                            Title: Chairman and Chief Executive
                                                   Officer

                                POWER OF ATTORNEY

                  Each individual whose signature appears below constitutes and
appoints each of John S. Katzman, Mark Chernis and Stephen Melvin, such person's
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent, or any substitute or
substitutes of any of them, may lawfully do or cause to be done by virtue
hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                                                  Title                                        Date
       ---------                                                  -----                                        ----
/s/ John S. Katzman                            Chairman and Chief Executive Officer
----------------------                         (Principal Executive Officer)                             January 18, 2002
    John S. Katzman

/s/ Stephen Melvin                             Chief Financial Officer
----------------------                         (Principal Financial and Accounting Officer)              January 18, 2002
    Stephen Melvin
II-6
/s/ Richard Katzman
----------------------
    Richard Katzman                            Director                                                  January 16, 2002

/s/ John C. Reid
----------------------
    John C. Reid                               Director                                                  January 15, 2002

/s/ Richard Sarnoff
----------------------
    Richard Sarnoff                            Director                                                  January 17, 2002

/s/ Sheree T. Speakman
----------------------
    Sheree T. Speakman                         Director                                                  January 18, 2002

/s/ Howard A. Tullman
----------------------
    Howard A. Tullman                          Director                                                  January 17, 2002
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on behalf of
the Plan by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on this 18th day of January, 2002.

                                 THE PRINCETON REVIEW, INC.
                                 401(k) EMPLOYEE SAVINGS PLAN

                                 By:   /s/  John S. Katzman
                                     -------------------------------------------
                                     Name:  John S. Katzman
                                     Title: Chairman and Chief Executive Officer

                                      II-7
EXHIBIT INDEX
EXHIBIT NUMBER    DESCRIPTION                                                   PAGE
--------------    -----------                                                   ----
4.1               Copy of The Princeton Review, Inc. 401(k) Employee Savings
                  Plan, effective January 15, 2002.

5.1               Opinion of Patterson, Belknap, Webb & Tyler LLP

23.1              Consent of Patterson, Belknap, Webb & Tyler LLP
                  (included in Exhibit 5.1 hereto)

23.1              Consent of PricewaterhouseCoopers LLP

23.2              Consent of Ernst & Young LLP

23.3              Consent of Caras & Shulman, PC

24.1              Power of Attorney (included on the signature pages hereto)
II-8