<PAGE>   1
     As filed with the Securities and Exchange Commission on April 7, 2000
                          Registration No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    Form S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               EDISON SCHOOLS INC.
             (Exact name of registrant as specified in its charter)


          DELAWARE                                             13-3915075
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)


             521 FIFTH AVENUE, 15TH FLOOR, NEW YORK, NY           10175
             (Address of Principal Executive Offices)           (Zip Code)

                              1998 SITE OPTION PLAN
                          1999 KEY STOCK INCENTIVE PLAN
                        1999 STOCK OPTION PLAN 1999 STOCK
                                 INCENTIVE PLAN
                           (Full title of the Plans)

                             H. CHRISTOPHER WHITTLE
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               EDISON SCHOOLS INC.
                                521 FIFTH AVENUE,
                                   15TH FLOOR,
                               NEW YORK, NY 10175
                     (Name and address of agent for service)

                                 (212) 419-1600
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                              Number of          Proposed maximum       Proposed maximum           Amount of
          Title of securities                 Shares to           offering price       aggregate offering        registration
            to be registered                be Registered             per share              price                    fee
<S>                                         <C>                  <C>                   <C>
 1998 Site Option Plan
 1998 Key Stock Incentive Plan
 1999 Stock Option Plan
</TABLE>

<PAGE>   2

<TABLE>
<S>                                      <C>                        <C>                 <C>                       <C>
 Class A Common Stock, $.01 par value    1,498,746 shares(1)         $12.28(2)           $18,404,600.88            $4,858.81

 Class B Common Stock, $.01 par value       149,895 shares              N/A                    N/A                    N/A
 (3)

 1999 Stock Incentive Plan

 Class A Common Stock, $.01 par value      2,500,000 shares          $20.69(4)           $51,725,000.00           $13,655.40

                                                                                Aggregate Registration Fee        $18,514.21
</TABLE>

(1)      Includes 149,895 shares of Class A Common Stock issuable upon
         conversion of the 149,895 shares of Class B Common Stock registered
         pursuant to this Registration Statement.

(2)      Calculated on the basis of the weighted average exercise price of the
         outstanding options to purchase shares of Class A Common Stock and
         Class B Common Stock, respectively, under the 1998 Site Option Plan,
         1999 Key Stock Incentive Plan and 1999 Stock Option Plan.

(3)      The Class B Common Stock is not listed on the Nasdaq National Market.
         Each share of Class B Common Stock will automatically convert into one
         share of Class A Common Stock at the option of the holder or upon the
         sale or transfer of the Class B Common Stock, with certain exceptions.

(4)      Estimated solely for the purpose of calculating the registration fee,
         and based upon the average of the high and low sale prices of the Class
         A Common Stock on the Nasdaq National Market on April 6, 2000 in
         accordance with Rules 457(c) and 457(h) of the Securities Act of 1933,
         as amended.



                                     - 2 -
<PAGE>   3
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the 1998 Site Option Plan, 1999 Stock Option Plan, 1999
Key Stock Incentive Plan and 1999 Stock Incentive Plan, pursuant to Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  Incorporation of Documents by Reference.

         Edison Schools Inc. (the "Registrant") became subject to the
informational and reporting requirements of Sections 13(a), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on November
11, 1999 and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission. The following
documents, which are on file with the Securities and Exchange Commission, are
incorporated in this Registration Statement by reference:

           (a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.

           (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

           (c) The description of the Class A Common Stock $.01 par value per
share, and the Class B Common Stock, $.01 par value per share, of the
Registrant, which is contained in a registration statement filed under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares offered hereby have
been sold or which deregisters all shares then remaining unsold shall be deemed
to be incorporated in this Registration Statement 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 the purposes of this Registration
Statement to the extent a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement 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.





                                     - 3 -
<PAGE>   4
         Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he or she is or is threatened
to be made a party by reason of such position, if such person shall have acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his or her conduct
was unlawful; provided that, in the case of actions brought by or in the right
of the corporation, no indemnification shall be made with respect to any matter
as to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

         Article EIGHTH of the Registrant's Sixth Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation") provides that
no director of the Registrant shall be personally liable to the Registrant or
its stockholders for monetary damages for any breach of fiduciary duty as a
director, except to the extent that the Delaware General Corporation Law
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty.

         Article NINTH of the Certificate of Incorporation provides that a
director or officer of the Registrant (a) shall be indemnified by the Registrant
against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement incurred in connection with any litigation or other legal
proceeding (other than an action by or in the right of the Registrant) brought,
or threatened to be brought, against him or her by virtue of his or her position
as, or agreement to become, a director or officer of the Registrant or by virtue
of his or her serving, or agreeing to serve, at the request of the Registrant,
as a director, officer, or trustee of, or in a similar capacity with, a
corporation, trust or other enterprise, if he or she acted in good faith and in
a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful
and (b) shall be indemnified by the Registrant against all expenses (including
attorneys' fees) and amounts paid in settlement incurred in connection with any
action by or in the right of the Registrant brought, or threatened to be
brought, against him or her by virtue of his or her position as, or agreement to
become, a director or officer of the Registrant or by virtue of his or her
serving, or agreeing to serve, at the request of the Registrant, as a director,
officer, or trustee of, or in a similar capacity with, a corporation, trust or
other enterprise, if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he or she is entitled to indemnification of
such expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he or she is required
to be indemnified by the Registrant against all expenses (including attorneys'
fees) incurred in connection therewith. Expenses shall be advanced to a director
or officer at his or her request, provided that he or she undertakes to repay
the amount advanced if it is ultimately determined that he or she is not
entitled to indemnification for such expenses.

         The Registrant is required to provide the indemnification described
herein unless the officer or director has not met the applicable standard of
conduct required for indemnification. Whether the applicable standard of conduct
has been met shall be determined in each instance by (a) a majority vote of the
directors of the Registrant consisting of persons who are not at that time
parties to the action, suit or proceeding in question ("disinterested
directors"), whether or not a quorum, (b) a majority vote of a committee of

                                     - 4 -
<PAGE>   5
disinterested directors designated by majority vote of disinterested directors,
whether or not a quorum, (c) a majority vote of a quorum of the outstanding
shares of stock of all classes entitled to vote for directors, voting as a
single class, which quorum shall consist of stockholders who are not at that
time parties to the action, suit or proceeding in question, (d) independent
legal counsel (who may, to the extent permitted by law, be regular legal counsel
to the Registrant), or (e) a court of competent jurisdiction. In the event of a
determination that the director or officer did not meet the applicable standard
of conduct required for indemnification, or if the Registrant fails to make a
disposition within 60 days after written request for indemnification or
advancement of expenses to the Registrant is made by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.

         Article NINTH of the Certificate of Incorporation further provides that
the indemnification and advancement of expenses provided by this Article shall
not be deemed exclusive of any other rights to which an officer or director
seeking indemnification or advancement of expenses may be entitled under any law
(common or statutory), agreement or vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in any other capacity while holding office for the Registrant, and
shall continue as to a person who has ceased to be a director or officer, and
shall inure to the benefit of the estate, heirs, executors and administrators of
such person. Nothing contained in the Article shall be deemed to prohibit, and
the Registrant is specifically authorized to enter into, agreements with
officers and directors providing indemnification rights and procedures different
from those set forth in the Article. In addition, the Registrant may, to the
extent authorized from time to time by its Board of Directors, grant
indemnification rights to other employees or agents of the Registrant or other
persons serving the Registrant and such rights may be equivalent to, or greater
or less than, those set forth in this Article.

         Item 7.  Exemption from Registration Claimed.

         Not applicable.

         Item 8.  Exhibits.

         The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.

         Item 9.  Undertakings.

         1.       The Registrant hereby undertakes:

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

           (b) 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.


                                     - 5 -
<PAGE>   6
           (c) 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.

         2. The 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 Section 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.

         3. 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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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
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.




                                     - 6 -
<PAGE>   7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
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 New York, New York on the 29th day of February, 2000.

                               EDISON SCHOOLS INC.


                                 By:      /s/ H. Christopher Whittle
                                          -------------------------------------
                                          H. Christopher Whittle
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Edison Schools Inc.,
hereby severally constitute H. Christopher Whittle, Laura K. Eshbaugh, David
Sylvester and Brent B. Siler, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, any and all amendments to the
Registration Statement on Form S-8 filed herewith, and generally to do all such
things in our names and behalf in our capacities as officers and directors to
enable Edison Schools Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to any and all amendments to said
Registration Statement.

         Pursuant to the requirements of the Securities Act, 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/ H. Christopher Whittle                  President, Chief Executive                  February 29, 2000
--------------------------                  Officer and Director  (Principal
H. Christopher Whittle                      Executive Officer)

/s/ James L. Starr                          Executive Vice President                    February 29, 2000
--------------------------                  and Chief Financial Officer
James L. Starr                              (Principal Financial and
                                            Accounting Officer)


/s/ Virginia G. Bonker                      Director                                    February 29, 2000
--------------------------
Virginia G. Bonker

</TABLE>



                                     - 7 -
<PAGE>   8

<TABLE>
<S>                                         <C>                                         <C>
/s/ Laura K. Eshbaugh                       Director                                    February 29, 2000
--------------------------
Laura K. Eshbaugh


/s/ Robert Finzi                            Director                                    February 29, 2000
--------------------------
Robert Finzi


/s/ John B. Fullerton                       Director                                    February 29, 2000
--------------------------
John B. Fullerton


/s/ Janet A. Hickey                         Director                                    February 29, 2000
--------------------------
Janet A. Hickey


/s/ Klas Hillstrom                          Director                                    February 29, 2000
--------------------------
Klas Hillstrom


/s/ Jeffrey T. Leeds                        Director                                    February 29, 2000
--------------------------
Jeffrey T. Leeds


/s/ Benno C. Schmidt, Jr.                   Director                                    February 29, 2000
--------------------------
Benno C. Schmidt, Jr.


/s/ William F. Weld                         Director                                    February 29, 2000
--------------------------
William F. Weld
</TABLE>






                                     - 8 -
<PAGE>   9
                                  EXHIBIT INDEX

Exhibit
Number   Description
------   -----------

3.1*     Sixth Amended and Restated Certificate of Incorporation of the
         Registrant.

3.2*     Second Amended and Restated By-Laws of the Registrant.

5.1      Opinion of Hale and Dorr LLP.

23.1     Consent of PricewaterhouseCoopers LLP.

23.2     Consent of Hale and Dorr LLP (included in Exhibit 5.1).

24.1     Power of Attorney (included on the signature page of this Registration
         Statement).

*        Incorporated by reference herein from Exhibits to the Registrant's
         Registration Statement on Form S-1 (File No. 333-84177) as declared
         effective by the Commission on November 10, 1999.
[{"type": "S-8", "sequence": "1", "description": "EDISON SCHOOLS", "secsgml_size_bytes": 22607}]
{"company-data": {"conformed-name": "EDISON SCHOOLS INC", "cik": "0001089567", "assigned-sic": "8200", "irs-number": "133915075", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34240", "film-number": "595399"}, "business-address": {"street1": "521 FIFTH AVE", "street2": "15TH FL", "city": "NEW YORK", "state": "NY", "zip": "10175", "phone": "2124191600"}, "mail-address": {"street1": "521 FIFTH AVE", "street2": "15TH FL", "city": "NEW YORK", "state": "NY", "zip": "10175"}, "former-company": {"former-conformed-name": "EDISON PROJECT INC", "date-changed": "19990727"}}
1
     As filed with the Securities and Exchange Commission on April 7, 2000
                          Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    Form S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               EDISON SCHOOLS INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                             13-3915075
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)

             521 FIFTH AVENUE, 15TH FLOOR, NEW YORK, NY           10175
             (Address of Principal Executive Offices)           (Zip Code)

                              1998 SITE OPTION PLAN
                          1999 KEY STOCK INCENTIVE PLAN
                        1999 STOCK OPTION PLAN 1999 STOCK
                                 INCENTIVE PLAN
                           (Full title of the Plans)

                             H. CHRISTOPHER WHITTLE
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               EDISON SCHOOLS INC.
                                521 FIFTH AVENUE,
                                   15TH FLOOR,
                               NEW YORK, NY 10175
                     (Name and address of agent for service)

                                 (212) 419-1600
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Number of          Proposed maximum       Proposed maximum           Amount of
          Title of securities                 Shares to           offering price       aggregate offering        registration
            to be registered                be Registered             per share              price                    fee
1998 Site Option Plan
 1998 Key Stock Incentive Plan
 1999 Stock Option Plan
2
Class A Common Stock, $.01 par value    1,498,746 shares(1)         $12.28(2)           $18,404,600.88            $4,858.81

 Class B Common Stock, $.01 par value       149,895 shares              N/A                    N/A                    N/A
 (3)

 1999 Stock Incentive Plan

 Class A Common Stock, $.01 par value      2,500,000 shares          $20.69(4)           $51,725,000.00           $13,655.40

                                                                                Aggregate Registration Fee        $18,514.21
(1)      Includes 149,895 shares of Class A Common Stock issuable upon
         conversion of the 149,895 shares of Class B Common Stock registered
         pursuant to this Registration Statement.

(2)      Calculated on the basis of the weighted average exercise price of the
         outstanding options to purchase shares of Class A Common Stock and
         Class B Common Stock, respectively, under the 1998 Site Option Plan,
         1999 Key Stock Incentive Plan and 1999 Stock Option Plan.

(3)      The Class B Common Stock is not listed on the Nasdaq National Market.
         Each share of Class B Common Stock will automatically convert into one
         share of Class A Common Stock at the option of the holder or upon the
         sale or transfer of the Class B Common Stock, with certain exceptions.

(4)      Estimated solely for the purpose of calculating the registration fee,
         and based upon the average of the high and low sale prices of the Class
         A Common Stock on the Nasdaq National Market on April 6, 2000 in
         accordance with Rules 457(c) and 457(h) of the Securities Act of 1933,
         as amended.

                                     - 2 -
3
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the 1998 Site Option Plan, 1999 Stock Option Plan, 1999
Key Stock Incentive Plan and 1999 Stock Incentive Plan, pursuant to Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  Incorporation of Documents by Reference.

         Edison Schools Inc. (the "Registrant") became subject to the
informational and reporting requirements of Sections 13(a), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on November
11, 1999 and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission. The following
documents, which are on file with the Securities and Exchange Commission, are
incorporated in this Registration Statement by reference:

           (a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.

           (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

           (c) The description of the Class A Common Stock $.01 par value per
share, and the Class B Common Stock, $.01 par value per share, of the
Registrant, which is contained in a registration statement filed under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares offered hereby have
been sold or which deregisters all shares then remaining unsold shall be deemed
to be incorporated in this Registration Statement 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 the purposes of this Registration
Statement to the extent a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement 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.

                                     - 3 -
4
         Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he or she is or is threatened
to be made a party by reason of such position, if such person shall have acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his or her conduct
was unlawful; provided that, in the case of actions brought by or in the right
of the corporation, no indemnification shall be made with respect to any matter
as to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

         Article EIGHTH of the Registrant's Sixth Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation") provides that
no director of the Registrant shall be personally liable to the Registrant or
its stockholders for monetary damages for any breach of fiduciary duty as a
director, except to the extent that the Delaware General Corporation Law
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty.

         Article NINTH of the Certificate of Incorporation provides that a
director or officer of the Registrant (a) shall be indemnified by the Registrant
against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement incurred in connection with any litigation or other legal
proceeding (other than an action by or in the right of the Registrant) brought,
or threatened to be brought, against him or her by virtue of his or her position
as, or agreement to become, a director or officer of the Registrant or by virtue
of his or her serving, or agreeing to serve, at the request of the Registrant,
as a director, officer, or trustee of, or in a similar capacity with, a
corporation, trust or other enterprise, if he or she acted in good faith and in
a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful
and (b) shall be indemnified by the Registrant against all expenses (including
attorneys' fees) and amounts paid in settlement incurred in connection with any
action by or in the right of the Registrant brought, or threatened to be
brought, against him or her by virtue of his or her position as, or agreement to
become, a director or officer of the Registrant or by virtue of his or her
serving, or agreeing to serve, at the request of the Registrant, as a director,
officer, or trustee of, or in a similar capacity with, a corporation, trust or
other enterprise, if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he or she is entitled to indemnification of
such expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he or she is required
to be indemnified by the Registrant against all expenses (including attorneys'
fees) incurred in connection therewith. Expenses shall be advanced to a director
or officer at his or her request, provided that he or she undertakes to repay
the amount advanced if it is ultimately determined that he or she is not
entitled to indemnification for such expenses.

         The Registrant is required to provide the indemnification described
herein unless the officer or director has not met the applicable standard of
conduct required for indemnification. Whether the applicable standard of conduct
has been met shall be determined in each instance by (a) a majority vote of the
directors of the Registrant consisting of persons who are not at that time
parties to the action, suit or proceeding in question ("disinterested
directors"), whether or not a quorum, (b) a majority vote of a committee of

                                     - 4 -
5
disinterested directors designated by majority vote of disinterested directors,
whether or not a quorum, (c) a majority vote of a quorum of the outstanding
shares of stock of all classes entitled to vote for directors, voting as a
single class, which quorum shall consist of stockholders who are not at that
time parties to the action, suit or proceeding in question, (d) independent
legal counsel (who may, to the extent permitted by law, be regular legal counsel
to the Registrant), or (e) a court of competent jurisdiction. In the event of a
determination that the director or officer did not meet the applicable standard
of conduct required for indemnification, or if the Registrant fails to make a
disposition within 60 days after written request for indemnification or
advancement of expenses to the Registrant is made by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.

         Article NINTH of the Certificate of Incorporation further provides that
the indemnification and advancement of expenses provided by this Article shall
not be deemed exclusive of any other rights to which an officer or director
seeking indemnification or advancement of expenses may be entitled under any law
(common or statutory), agreement or vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in any other capacity while holding office for the Registrant, and
shall continue as to a person who has ceased to be a director or officer, and
shall inure to the benefit of the estate, heirs, executors and administrators of
such person. Nothing contained in the Article shall be deemed to prohibit, and
the Registrant is specifically authorized to enter into, agreements with
officers and directors providing indemnification rights and procedures different
from those set forth in the Article. In addition, the Registrant may, to the
extent authorized from time to time by its Board of Directors, grant
indemnification rights to other employees or agents of the Registrant or other
persons serving the Registrant and such rights may be equivalent to, or greater
or less than, those set forth in this Article.

         Item 7.  Exemption from Registration Claimed.

         Not applicable.

         Item 8.  Exhibits.

         The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.

         Item 9.  Undertakings.

         1.       The Registrant hereby undertakes:

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

           (b) 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.

                                     - 5 -
6
           (c) 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.

         2. The 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 Section 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.

         3. 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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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
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.

                                     - 6 -
7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
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 New York, New York on the 29th day of February, 2000.

                               EDISON SCHOOLS INC.

                                 By:      /s/ H. Christopher Whittle
                                          -------------------------------------
                                          H. Christopher Whittle
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Edison Schools Inc.,
hereby severally constitute H. Christopher Whittle, Laura K. Eshbaugh, David
Sylvester and Brent B. Siler, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, any and all amendments to the
Registration Statement on Form S-8 filed herewith, and generally to do all such
things in our names and behalf in our capacities as officers and directors to
enable Edison Schools Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to any and all amendments to said
Registration Statement.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature                                   Title                                       Date
---------                                   -----                                       ----
/s/ H. Christopher Whittle                  President, Chief Executive                  February 29, 2000
--------------------------                  Officer and Director  (Principal
H. Christopher Whittle                      Executive Officer)

/s/ James L. Starr                          Executive Vice President                    February 29, 2000
--------------------------                  and Chief Financial Officer
James L. Starr                              (Principal Financial and
                                            Accounting Officer)

/s/ Virginia G. Bonker                      Director                                    February 29, 2000
--------------------------
Virginia G. Bonker
- 7 -
8
/s/ Laura K. Eshbaugh                       Director                                    February 29, 2000
--------------------------
Laura K. Eshbaugh

/s/ Robert Finzi                            Director                                    February 29, 2000
--------------------------
Robert Finzi

/s/ John B. Fullerton                       Director                                    February 29, 2000
--------------------------
John B. Fullerton

/s/ Janet A. Hickey                         Director                                    February 29, 2000
--------------------------
Janet A. Hickey

/s/ Klas Hillstrom                          Director                                    February 29, 2000
--------------------------
Klas Hillstrom

/s/ Jeffrey T. Leeds                        Director                                    February 29, 2000
--------------------------
Jeffrey T. Leeds

/s/ Benno C. Schmidt, Jr.                   Director                                    February 29, 2000
--------------------------
Benno C. Schmidt, Jr.

/s/ William F. Weld                         Director                                    February 29, 2000
--------------------------
William F. Weld
- 8 -
9
                                  EXHIBIT INDEX

Exhibit
Number   Description
------   -----------

3.1*     Sixth Amended and Restated Certificate of Incorporation of the
         Registrant.

3.2*     Second Amended and Restated By-Laws of the Registrant.

5.1      Opinion of Hale and Dorr LLP.

23.1     Consent of PricewaterhouseCoopers LLP.

23.2     Consent of Hale and Dorr LLP (included in Exhibit 5.1).

24.1     Power of Attorney (included on the signature page of this Registration
         Statement).

*        Incorporated by reference herein from Exhibits to the Registrant's
         Registration Statement on Form S-1 (File No. 333-84177) as declared
         effective by the Commission on November 10, 1999.