<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 2001
                                          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 Number)
 Incorporation or Organization)


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


              The Princeton Review, Inc. 2000 Stock Incentive 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

<TABLE>
<CAPTION>
                                           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      Registered (1)         Share (2)             Price (2)             Registration Fee (2)
------------------------------    -------------      ------------------    ------------------        -------------------
<S>                               <C>                <C>                   <C>                       <C>
Common Stock, $.01 par value..      2,676,433           $7.16/$8.15           $20,255,966                 $5,064
</TABLE>

(1)      This registration statement also covers an indeterminate number of
         shares of common stock of The Princeton Review, Inc. which may be
         issuable by reason of stock dividends, stock splits or similar
         transactions, in accordance with Rule 416 under the Securities Act of
         1933.

(2)      Calculated in accordance with Rule 457(h) of the Securities Act of
         1933. Such calculation is based on (i) the weighted average exercise
         price of $7.16 per share covering outstanding options under The
         Princeton Review, Inc. 2000 Stock Incentive Plan to purchase 1,572,690
         shares and (ii) $8.15 per share (the average of the high and the low
         prices of the Registrant's common stock on June 21, 2001), for
         1,103,743 shares.

<PAGE>   2
                                     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; and

                  (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.

                  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>   3
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

                                      II-2
<PAGE>   4
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 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 and 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>   5
                                  "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
                      foregoing provisions, 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>   6

                      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.


                                      II-5
<PAGE>   7

                                   SIGNATURES

                  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 June
22, 2001.

                                      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)                             June 22, 2001
John S. Katzman

/s/ Stephen Melvin                         Chief Financial Officer
----------------------                     (Principal Financial and Accounting Officer)              June 22, 2001
Stephen Melvin
</TABLE>

                                      II-6
<PAGE>   8

<TABLE>
<CAPTION>
<S>                                        <C>                                                       <C>
/s/ Richard Katzman
-----------------------
Richard Katzman                            Director                                                  June 21, 2001

/s/ V. Frank Pottow
-----------------------
V. Frank Pottow                            Director                                                  June 21, 2001

/s/ Richard Sarnoff
-------------------------
Richard Sarnoff                            Director                                                  June 21, 2001

/s/ Sheree T. Speakman
--------------------------
Sheree T. Speakman                         Director                                                  June 21, 2001

/s/ Howard A. Tullman
-------------------------
Howard A. Tullman                          Director                                                  June 21, 2001

</TABLE>


                                      II-7
<PAGE>   9


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

EXHIBIT NUMBER            DESCRIPTION                                                                                      PAGE
--------------            ------------                                                                                     ----
<S>                       <C>                                                                                              <C>
3.1                       Amended and Restated Certificate of Incorporation
                          (incorporated by reference to Exhibit 3.1.2 to the
                          Registrant's registration statement on form S-1 (File No.
                          333-43874)

3.2                       Amended and Restated Bylaws (incorporated by reference to
                          Exhibit 3.3.1 to the Registrant's registration statement on
                          form S-1 (File No. 333-43874)

5.1                       Opinion of Patterson, Belknap, Webb & Tyler LLP

10.1                      The Princeton Review Inc. 2000 Stock Incentive Plan (incorporated by reference to
                          Exhibit 10.5 to the Registrant's registration statement on form S-1 (File No. 333-43874)

10.2                      Amendment to The Princeton Review Inc. 2000 Stock Incentive Plan (incorporated by
                          reference to Exhibit 10.5.1 to the Registrant's registration statement on form S-1
                          (File No. 333-43874)

10.3                      Amendment No. 2 to The Princeton Review Inc. 2000 Stock Incentive Plan

10.4                      Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.6 to
                          the Registrant's registration statement on form S-1 (File No. 333-43874)

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

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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{"company-data": {"conformed-name": "PRINCETON REVIEW INC", "cik": "0001113668", "assigned-sic": "8200", "irs-number": "223727603", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63638", "film-number": "1665788"}, "business-address": {"street1": "2315 BROADWAY", "city": "NEW YORK CITY", "state": "NY", "zip": "10024", "phone": "2128748282"}}
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 2001
                                          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 Number)
 Incorporation or Organization)

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

              The Princeton Review, Inc. 2000 Stock Incentive 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      Registered (1)         Share (2)             Price (2)             Registration Fee (2)
------------------------------    -------------      ------------------    ------------------        -------------------
Common Stock, $.01 par value..      2,676,433           $7.16/$8.15           $20,255,966                 $5,064
(1)      This registration statement also covers an indeterminate number of
         shares of common stock of The Princeton Review, Inc. which may be
         issuable by reason of stock dividends, stock splits or similar
         transactions, in accordance with Rule 416 under the Securities Act of
         1933.

(2)      Calculated in accordance with Rule 457(h) of the Securities Act of
         1933. Such calculation is based on (i) the weighted average exercise
         price of $7.16 per share covering outstanding options under The
         Princeton Review, Inc. 2000 Stock Incentive Plan to purchase 1,572,690
         shares and (ii) $8.15 per share (the average of the high and the low
         prices of the Registrant's common stock on June 21, 2001), for
         1,103,743 shares.
2
                                     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; and

                  (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.

                  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
3
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

                                      II-2
4
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 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 and 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
5
                                  "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
                      foregoing provisions, 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
6

                      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.

                                      II-5
7

                                   SIGNATURES

                  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 June
22, 2001.

                                      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)                             June 22, 2001
John S. Katzman

/s/ Stephen Melvin                         Chief Financial Officer
----------------------                     (Principal Financial and Accounting Officer)              June 22, 2001
Stephen Melvin
II-6
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/s/ Richard Katzman
-----------------------
Richard Katzman                            Director                                                  June 21, 2001

/s/ V. Frank Pottow
-----------------------
V. Frank Pottow                            Director                                                  June 21, 2001

/s/ Richard Sarnoff
-------------------------
Richard Sarnoff                            Director                                                  June 21, 2001

/s/ Sheree T. Speakman
--------------------------
Sheree T. Speakman                         Director                                                  June 21, 2001

/s/ Howard A. Tullman
-------------------------
Howard A. Tullman                          Director                                                  June 21, 2001
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                                  EXHIBIT INDEX
EXHIBIT NUMBER            DESCRIPTION                                                                                      PAGE
--------------            ------------                                                                                     ----
3.1                       Amended and Restated Certificate of Incorporation
                          (incorporated by reference to Exhibit 3.1.2 to the
                          Registrant's registration statement on form S-1 (File No.
                          333-43874)

3.2                       Amended and Restated Bylaws (incorporated by reference to
                          Exhibit 3.3.1 to the Registrant's registration statement on
                          form S-1 (File No. 333-43874)

5.1                       Opinion of Patterson, Belknap, Webb & Tyler LLP

10.1                      The Princeton Review Inc. 2000 Stock Incentive Plan (incorporated by reference to
                          Exhibit 10.5 to the Registrant's registration statement on form S-1 (File No. 333-43874)

10.2                      Amendment to The Princeton Review Inc. 2000 Stock Incentive Plan (incorporated by
                          reference to Exhibit 10.5.1 to the Registrant's registration statement on form S-1
                          (File No. 333-43874)

10.3                      Amendment No. 2 to The Princeton Review Inc. 2000 Stock Incentive Plan

10.4                      Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.6 to
                          the Registrant's registration statement on form S-1 (File No. 333-43874)

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

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