Registration No. 333-
                                                                          ------
    -----------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

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

               Delaware                                  13-3647573
   (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                   Identification No.)


            745 Fifth Avenue
           New York, New York                               10151
(Address of principal executive offices)                  (Zip Code)


                      PRIMEDIA EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                             BEVERLY C. CHELL, ESQ.
                                  PRIMEDIA INC.
                                745 FIFTH AVENUE
                            NEW YORK, NEW YORK 10151
                     (Name and address of agent for service)

                                 (212) 745-0100
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=====================  ==============  ==================  ==================  =================
      Title of                          Proposed Maximum    Proposed Maximum        Amount of
     Securities         Amount to be     Offering Price         Aggregate         Registration
  to be Registered       Registered       Per Share(1)       Offering Price            Fee
---------------------  --------------  ------------------  ------------------  -----------------
<S>                     <C>                 <C>               <C>                  <C>
Common Stock, par       5,000,000(1)        $10.32(2)         $51,600,000          $13,622.40
value $.01 per share

=====================  ==============  ==================  ==================  =================

(1)  Pursuant to Rule 416(c) under the  Securities  Act of 1933, as amended (the
     "Securities  Act"),  this  Registration  Statement  covers an indeterminate
     number of interests to be offered or sold pursuant to the Primedia Employee
     Stock Purchase Plan (the "Plan").

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h).  The fee is calculated on the basis of the average
     of the high and low prices for the  Registrant's  Common Stock  reported on
     the New York Stock Exchange on December 13, 2000.
------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.


         The following documents filed by the Registrant with the Securities and
      Exchange  Commission (the "Commission")  pursuant to the Securities Act of
      1933, as amended (the  "Securities  Act"),  are  incorporated by reference
      into this Registration  Statement:  (i) the Registrant's  Annual Report on
      Form 10-K for the fiscal year ended December 31, 1999 (File No.  1-11106);
      (ii) the  Registrant's  Quarterly  Reports on Form 10-Q for the  quarterly
      periods  ended March 31, 2000,  June 30, 2000 and September 30, 2000 (File
      No. 1-1106); (iii) the Registrant's Current Reports on Form 8-K filed with
      the  Commission  on April 14,  2000,  May 15,  2000,  October 30, 2000 and
      November 13, 2000;  and (iv) the  description of the  Registrant's  Common
      Stock  contained in the  Registrant's  Registration  Statement on Form S-1
      (file No.  33-96516),  as the same may be amended,  filed under its former
      name K-III Communications Corporation.

         All documents  subsequently filed by the Registrant with the Commission
      pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act after
      the date of this  Registration  Statement,  but  prior to the  filing of a
      post-effective  amendment to this  Registration  Statement which indicates
      that all securities offered by this Registration  Statement have been sold
      or which deregisters all such securities then remaining  unsold,  shall be
      deemed to be incorporated by reference into this  Registration  Statement.
      Each document  incorporated by reference into this Registration  Statement
      shall be deemed to be a part of this Registration  Statement from the date
      of filing  of such  document  with the  Commission  until the  information
      contained  therein is  superseded  or updated  by any  subsequently  filed
      document  which  is  incorporated  by  reference  into  this  Registration
      Statement  or by any document  which  constitutes  part of the  prospectus
      relating  to  the  PRIMEDIA  Employee  Stock  Purchase  Plan  meeting  the
      requirements of Section 10(a) of the Securities Act.


      ITEM 4.     DESCRIPTION OF SECURITIES.

         The class of securities to be offered under this Registration Statement
      is registered under Section 12 of the Exchange Act.


      ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

         Beverly C. Chell,  Esq., Vice Chairman and Secretary of the Registrant,
      is a participant  in the PRIMEDIA  Employee  Stock  Purchase  Plan,  holds
      408,873  shares of the  Registrant's  Common  Stock  and  holds  presently
      exercisable options to purchase up to 1,697,484 shares of the Registrant's
      Common Stock.


      ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant is a Delaware Corporation.  Reference is made to Section
      102(b)(7) of the Delaware General Corporate Law (the "DGCL") which enables
      a corporation  in its original  certification  or an amendment  thereto to
      eliminate or limit the personal  liability of a director for violations of
      the director's fiduciary duty, except (i) for any breach of the director's
      duty of loyalty to the corporation or its  stockholders,  (ii) for acts or
      omissions not in good faith or which involve  intentional  misconduct or a
      knowing  violation  of law,  (iii)  pursuant  to  Section  174 of the DGCL
      (providing for liability of directors for unlawful payment of dividends or
      unlawful stock purchase or redemptions)  or (iv) for any transaction  from
      which a director derived an improper personal benefit.

<PAGE>

         Reference is also made to Section 145 of the DGCL,  which provides that
      a corporation may indemnify any persons, including officers and directors,
      who are, or are threatened to be made, parties to any threatened,  pending
      or completed legal action,  suit or proceeding,  whether civil,  criminal,
      administrative  or investigative  (other than an action by or in the right
      of such  corporation),  by  reason of the fact  that  such  person  was an
      officer, employee or agent of such corporation or is or was serving at the
      request of such corporation as a director,  officer,  employee or agent of
      another  corporation  or  enterprise.  The indemnity may include  expenses
      (including   attorney's  fees)  judgments,   fines  and  amounts  paid  in
      settlement  actually and reasonably  incurred by such person in connection
      with such action,  suit or  proceeding,  provided such officer,  director,
      employee  or agent  acted in good  faith  and in a  manner  he  reasonably
      believed to be in or not opposed to the  corporation's  best interest and,
      for  criminal  proceedings,  had no  reasonable  cause to believe that his
      conduct was unlawful.  A Delaware  corporation may indemnify  officers and
      directors  in an action by or in the  right of the  corporation  under the
      same  conditions,  except that no  indemnification  is  permitted  without
      judicial  approval  if the officer or director is adjudged to be liable to
      the corporation.  Where an officer or director is successful on the merits
      or  otherwise  in the  defense  of  any  action  referred  to  above,  the
      corporation  must  indemnify him against the expenses that such officer or
      director actually and reasonably incurred.

         Article  8 of  the  Certificate  of  Incorporation  of  the  Registrant
      provides  that  except  as  provided  under  the  DGCL,  directors  of the
      Registrant  shall  not be  personally  liable  to the  corporation  or its
      stockholders  for  monetary  damages for breach of  fiduciary  duties as a
      director.  Article  4 of  the  By-laws  of  the  Registrant  provides  for
      indemnification  of the officers and  directors of the  Registrant  to the
      full extent  permitted by applicable law and provides for the  advancement
      of expenses.

      ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

         None.


      ITEM 8.     EXHIBITS.

         The following  exhibits are filed herewith or incorporated by reference
      as part of this Registration Statement:

      Exhibit No.                           Description
      -----------                           -----------

         4.1        Certificate of Incorporation of the Registrant (incorporated
                    by reference to the Registrant's  Registration  Statement on
                    Form S-1 (File No. 33-96516)).

         4.2        Certificate of Amendment to the Registrant's  Certificate of
                    Incorporation (incorporated by reference to the Registrant's
                    Annual  Report  on Form  10-K  for  the  fiscal  year  ended
                    December 31, 1997 (File No. 1-11106)).

         4.3        Amended and Restated By-Laws of the Registrant (incorporated
                    by reference to the Registrant's  Registration  Statement on
                    Form S-1 (File No. 33-96516)).

         5.1        Opinion of Beverly C. Chell, Esq., regarding the legality of
                    the shares being registered hereunder.

         23.1       Consent of Deloitte & Touche LLP, independent auditors.

         23.2       Consent of Beverly C. Chell, Esq.,  (included in the Opinion
                    filed as Exhibit 5.1).

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

                                      II-2
<PAGE>

         ITEM 9.     UNDERTAKINGS.

                  (a)  The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers of 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; and

                             (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.

                  (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
         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.

                                      * * *

                  (h) 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 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-3
<PAGE>
                                   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 the City of New York, State of New York, on
      this 15th day of December, 2000.


                                        PRIMEDIA INC.


                                        By: /s/ Thomas S. Rogers
                                            ---------------------------------
                                            Thomas S. Rogers
                                            Chairman and Chief Executive Officer

         We, the undersigned  directors and officers of PRIMEDIA Inc., do hereby
      constitute and appoint Beverly C Chell, Esq. and Christopher Fraser, Esq.,
      or either of them, our true and lawful attorneys and agents, to do any and
      all acts and  things in our name and on our  behalf in our  capacities  as
      directors and officers and to execute any and all  instruments  for us and
      in our names in the capacities  indicated below,  which said attorneys and
      agents,  or either of them, may deem necessary or advisable to enable said
      corporation to comply with the  Securities Act and any rules,  regulations
      and requirements of the Commission,  in connection with this  Registration
      Statement,  including  specifically,  but  without  limitation,  power and
      authority  to  sign  for us or any of us in our  names  in the  capacities
      indicated  below,  any  and  all  amendments   (including   post-effective
      amendments)  hereto  and we do hereby  ratify  and  confirm  all that said
      attorneys and agents,  or either of them,  shall do or cause to be done by
      virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
      Statement  and the  foregoing  Power of  Attorney  have been signed by the
      following persons in the capacities and on the date(s) indicated:

<TABLE>
<CAPTION>
              Signature                           Capacity                                 Date
              ---------                           --------                                 ----

      <S>                             <C>                                           <C>
      /s/ Thomas S. Rogers            Chairman, Chief Executive Officer             December 15, 2000
      -------------------------       (Principal Executive Officer) and a
      Thomas S. Rogers                Director


      /s/ Charles G. Mcgurdy          President and a Director                      December 15, 2000
      -------------------------
      Charles G. McCurdy

      /s/ Lawrence R. Rutkowski       Executive Vice President and Chief            December 18, 2000
      -------------------------       Financial Officer (Principal Financial
      Lawrence R. Rutkowski           Officer)


      /s/ Robert J. Sforzo            Senior Vice President and Controller          December 18, 2000
      -------------------------       (Principal Accounting Officer)
      Robert J. Sforzo


      /s/ Berverly C. Chell           Vice Chairman, Secretary and a Director       December 15, 2000
      -------------------------
      Beverly C. Chell

</TABLE>

                                      II-4

<PAGE>
<TABLE>
<CAPTION>

              Signature                           Capacity                                 Date
              ---------                           --------                                 ----

      <S>                             <C>                                           <C>
                                      Director                                                 , 2000
      -------------------------                                                     -------- --
      Meyer Feldberg


      /s/ Perry Golkin                Director                                      December 15, 2000
      -------------------------
      Perry Golkin

                                      Director                                                 , 2000
      -------------------------                                                     -------- --
      H. John Greeniaus

                                      Director                                                 , 2000
      -------------------------                                                     -------- --
      Henry Kravis

                                      Director                                                 , 2000
      -------------------------                                                     -------- --
      George R. Roberts

      /s/ Michael T. Tokarz           Director                                      December 15, 2000
      -------------------------
      Michael T. Tokarz


</TABLE>




                                      II-5
<PAGE>




                                  EXHIBIT INDEX

    Exhibit No.                          Description
    -----------                          -----------

        4.1         Certificate of Incorporation of the Registrant
                    (incorporated by reference to the Registrant's
                    Registration Statement on Form S-1 (File No. 33-96515)).

        4.2         Certificate of Amendment to the Registrant's Certificate
                    of Incorporation (incorporated by reference to the
                    Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1997 (File No. 1-11106)).

        4.3         Amended and Restated By-Laws of the Registrant
                    (incorporated by reference to the Registrant's
                    Registration Statement on Form S-1 (File No. 33-96516)).

        5.1         Opinion of Beverly C. Chell, Esq., Vice Chairman and
                    Secretary of the Registrant regarding the legality of the
                    shares being registered hereunder.

        23.1        Consent of Deloitte & Touche LLP, Independent Auditors.

        23.2        Consent of Beverly C. Chell, Esq., Vice Chairman and
                    Secretary of the Registrant (included in the Opinion filed
                    as Exhibit 5.1).

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



                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 21572}]
{"company-data": {"conformed-name": "PRIMEDIA INC", "cik": "0000884382", "assigned-sic": "2721", "irs-number": "133647573", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52280", "film-number": "792473"}, "business-address": {"street1": "745 FIFTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10151", "phone": "2127450100"}, "mail-address": {"street1": "745 5TH AVE", "city": "NEW YORK", "state": "NY", "zip": "10151"}, "former-company": {"former-conformed-name": "K III COMMUNICATIONS CORP", "date-changed": "19930328"}}
Registration No. 333-
                                                                          ------
    -----------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

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

               Delaware                                  13-3647573
   (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                   Identification No.)

            745 Fifth Avenue
           New York, New York                               10151
(Address of principal executive offices)                  (Zip Code)

                      PRIMEDIA EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                             BEVERLY C. CHELL, ESQ.
                                  PRIMEDIA INC.
                                745 FIFTH AVENUE
                            NEW YORK, NEW YORK 10151
                     (Name and address of agent for service)

                                 (212) 745-0100
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
=====================  ==============  ==================  ==================  =================
      Title of                          Proposed Maximum    Proposed Maximum        Amount of
     Securities         Amount to be     Offering Price         Aggregate         Registration
  to be Registered       Registered       Per Share(1)       Offering Price            Fee
---------------------  --------------  ------------------  ------------------  -----------------
Common Stock, par       5,000,000(1)        $10.32(2)         $51,600,000          $13,622.40
value $.01 per share

=====================  ==============  ==================  ==================  =================

(1)  Pursuant to Rule 416(c) under the  Securities  Act of 1933, as amended (the
     "Securities  Act"),  this  Registration  Statement  covers an indeterminate
     number of interests to be offered or sold pursuant to the Primedia Employee
     Stock Purchase Plan (the "Plan").

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h).  The fee is calculated on the basis of the average
     of the high and low prices for the  Registrant's  Common Stock  reported on
     the New York Stock Exchange on December 13, 2000.
------------------------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
      Exchange  Commission (the "Commission")  pursuant to the Securities Act of
      1933, as amended (the  "Securities  Act"),  are  incorporated by reference
      into this Registration  Statement:  (i) the Registrant's  Annual Report on
      Form 10-K for the fiscal year ended December 31, 1999 (File No.  1-11106);
      (ii) the  Registrant's  Quarterly  Reports on Form 10-Q for the  quarterly
      periods  ended March 31, 2000,  June 30, 2000 and September 30, 2000 (File
      No. 1-1106); (iii) the Registrant's Current Reports on Form 8-K filed with
      the  Commission  on April 14,  2000,  May 15,  2000,  October 30, 2000 and
      November 13, 2000;  and (iv) the  description of the  Registrant's  Common
      Stock  contained in the  Registrant's  Registration  Statement on Form S-1
      (file No.  33-96516),  as the same may be amended,  filed under its former
      name K-III Communications Corporation.

         All documents  subsequently filed by the Registrant with the Commission
      pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act after
      the date of this  Registration  Statement,  but  prior to the  filing of a
      post-effective  amendment to this  Registration  Statement which indicates
      that all securities offered by this Registration  Statement have been sold
      or which deregisters all such securities then remaining  unsold,  shall be
      deemed to be incorporated by reference into this  Registration  Statement.
      Each document  incorporated by reference into this Registration  Statement
      shall be deemed to be a part of this Registration  Statement from the date
      of filing  of such  document  with the  Commission  until the  information
      contained  therein is  superseded  or updated  by any  subsequently  filed
      document  which  is  incorporated  by  reference  into  this  Registration
      Statement  or by any document  which  constitutes  part of the  prospectus
      relating  to  the  PRIMEDIA  Employee  Stock  Purchase  Plan  meeting  the
      requirements of Section 10(a) of the Securities Act.

      ITEM 4.     DESCRIPTION OF SECURITIES.

         The class of securities to be offered under this Registration Statement
      is registered under Section 12 of the Exchange Act.

      ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

         Beverly C. Chell,  Esq., Vice Chairman and Secretary of the Registrant,
      is a participant  in the PRIMEDIA  Employee  Stock  Purchase  Plan,  holds
      408,873  shares of the  Registrant's  Common  Stock  and  holds  presently
      exercisable options to purchase up to 1,697,484 shares of the Registrant's
      Common Stock.

      ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant is a Delaware Corporation.  Reference is made to Section
      102(b)(7) of the Delaware General Corporate Law (the "DGCL") which enables
      a corporation  in its original  certification  or an amendment  thereto to
      eliminate or limit the personal  liability of a director for violations of
      the director's fiduciary duty, except (i) for any breach of the director's
      duty of loyalty to the corporation or its  stockholders,  (ii) for acts or
      omissions not in good faith or which involve  intentional  misconduct or a
      knowing  violation  of law,  (iii)  pursuant  to  Section  174 of the DGCL
      (providing for liability of directors for unlawful payment of dividends or
      unlawful stock purchase or redemptions)  or (iv) for any transaction  from
      which a director derived an improper personal benefit.
Reference is also made to Section 145 of the DGCL,  which provides that
      a corporation may indemnify any persons, including officers and directors,
      who are, or are threatened to be made, parties to any threatened,  pending
      or completed legal action,  suit or proceeding,  whether civil,  criminal,
      administrative  or investigative  (other than an action by or in the right
      of such  corporation),  by  reason of the fact  that  such  person  was an
      officer, employee or agent of such corporation or is or was serving at the
      request of such corporation as a director,  officer,  employee or agent of
      another  corporation  or  enterprise.  The indemnity may include  expenses
      (including   attorney's  fees)  judgments,   fines  and  amounts  paid  in
      settlement  actually and reasonably  incurred by such person in connection
      with such action,  suit or  proceeding,  provided such officer,  director,
      employee  or agent  acted in good  faith  and in a  manner  he  reasonably
      believed to be in or not opposed to the  corporation's  best interest and,
      for  criminal  proceedings,  had no  reasonable  cause to believe that his
      conduct was unlawful.  A Delaware  corporation may indemnify  officers and
      directors  in an action by or in the  right of the  corporation  under the
      same  conditions,  except that no  indemnification  is  permitted  without
      judicial  approval  if the officer or director is adjudged to be liable to
      the corporation.  Where an officer or director is successful on the merits
      or  otherwise  in the  defense  of  any  action  referred  to  above,  the
      corporation  must  indemnify him against the expenses that such officer or
      director actually and reasonably incurred.

         Article  8 of  the  Certificate  of  Incorporation  of  the  Registrant
      provides  that  except  as  provided  under  the  DGCL,  directors  of the
      Registrant  shall  not be  personally  liable  to the  corporation  or its
      stockholders  for  monetary  damages for breach of  fiduciary  duties as a
      director.  Article  4 of  the  By-laws  of  the  Registrant  provides  for
      indemnification  of the officers and  directors of the  Registrant  to the
      full extent  permitted by applicable law and provides for the  advancement
      of expenses.

      ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

         None.

      ITEM 8.     EXHIBITS.

         The following  exhibits are filed herewith or incorporated by reference
      as part of this Registration Statement:

      Exhibit No.                           Description
      -----------                           -----------

         4.1        Certificate of Incorporation of the Registrant (incorporated
                    by reference to the Registrant's  Registration  Statement on
                    Form S-1 (File No. 33-96516)).

         4.2        Certificate of Amendment to the Registrant's  Certificate of
                    Incorporation (incorporated by reference to the Registrant's
                    Annual  Report  on Form  10-K  for  the  fiscal  year  ended
                    December 31, 1997 (File No. 1-11106)).

         4.3        Amended and Restated By-Laws of the Registrant (incorporated
                    by reference to the Registrant's  Registration  Statement on
                    Form S-1 (File No. 33-96516)).

         5.1        Opinion of Beverly C. Chell, Esq., regarding the legality of
                    the shares being registered hereunder.

         23.1       Consent of Deloitte & Touche LLP, independent auditors.

         23.2       Consent of Beverly C. Chell, Esq.,  (included in the Opinion
                    filed as Exhibit 5.1).

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

                                      II-2
ITEM 9.     UNDERTAKINGS.

                  (a)  The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers of 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; and

                             (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.

                  (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
         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.

                                      * * *

                  (h) 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 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-3
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 the City of New York, State of New York, on
      this 15th day of December, 2000.

                                        PRIMEDIA INC.

                                        By: /s/ Thomas S. Rogers
                                            ---------------------------------
                                            Thomas S. Rogers
                                            Chairman and Chief Executive Officer

         We, the undersigned  directors and officers of PRIMEDIA Inc., do hereby
      constitute and appoint Beverly C Chell, Esq. and Christopher Fraser, Esq.,
      or either of them, our true and lawful attorneys and agents, to do any and
      all acts and  things in our name and on our  behalf in our  capacities  as
      directors and officers and to execute any and all  instruments  for us and
      in our names in the capacities  indicated below,  which said attorneys and
      agents,  or either of them, may deem necessary or advisable to enable said
      corporation to comply with the  Securities Act and any rules,  regulations
      and requirements of the Commission,  in connection with this  Registration
      Statement,  including  specifically,  but  without  limitation,  power and
      authority  to  sign  for us or any of us in our  names  in the  capacities
      indicated  below,  any  and  all  amendments   (including   post-effective
      amendments)  hereto  and we do hereby  ratify  and  confirm  all that said
      attorneys and agents,  or either of them,  shall do or cause to be done by
      virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
      Statement  and the  foregoing  Power of  Attorney  have been signed by the
      following persons in the capacities and on the date(s) indicated:
Signature                           Capacity                                 Date
              ---------                           --------                                 ----
/s/ Thomas S. Rogers            Chairman, Chief Executive Officer             December 15, 2000
      -------------------------       (Principal Executive Officer) and a
      Thomas S. Rogers                Director

      /s/ Charles G. Mcgurdy          President and a Director                      December 15, 2000
      -------------------------
      Charles G. McCurdy

      /s/ Lawrence R. Rutkowski       Executive Vice President and Chief            December 18, 2000
      -------------------------       Financial Officer (Principal Financial
      Lawrence R. Rutkowski           Officer)

      /s/ Robert J. Sforzo            Senior Vice President and Controller          December 18, 2000
      -------------------------       (Principal Accounting Officer)
      Robert J. Sforzo

      /s/ Berverly C. Chell           Vice Chairman, Secretary and a Director       December 15, 2000
      -------------------------
      Beverly C. Chell
II-4
Signature                           Capacity                                 Date
              ---------                           --------                                 ----
Director                                                 , 2000
      -------------------------                                                     -------- --
      Meyer Feldberg

      /s/ Perry Golkin                Director                                      December 15, 2000
      -------------------------
      Perry Golkin

                                      Director                                                 , 2000
      -------------------------                                                     -------- --
      H. John Greeniaus

                                      Director                                                 , 2000
      -------------------------                                                     -------- --
      Henry Kravis

                                      Director                                                 , 2000
      -------------------------                                                     -------- --
      George R. Roberts

      /s/ Michael T. Tokarz           Director                                      December 15, 2000
      -------------------------
      Michael T. Tokarz
II-5
EXHIBIT INDEX

    Exhibit No.                          Description
    -----------                          -----------

        4.1         Certificate of Incorporation of the Registrant
                    (incorporated by reference to the Registrant's
                    Registration Statement on Form S-1 (File No. 33-96515)).

        4.2         Certificate of Amendment to the Registrant's Certificate
                    of Incorporation (incorporated by reference to the
                    Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1997 (File No. 1-11106)).

        4.3         Amended and Restated By-Laws of the Registrant
                    (incorporated by reference to the Registrant's
                    Registration Statement on Form S-1 (File No. 33-96516)).

        5.1         Opinion of Beverly C. Chell, Esq., Vice Chairman and
                    Secretary of the Registrant regarding the legality of the
                    shares being registered hereunder.

        23.1        Consent of Deloitte & Touche LLP, Independent Auditors.

        23.2        Consent of Beverly C. Chell, Esq., Vice Chairman and
                    Secretary of the Registrant (included in the Opinion filed
                    as Exhibit 5.1).

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

                                      II-6