Registration No. 333-______
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                                  UNITED STATES
                       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                                            13-364753
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                          Identification No.)


        745 FIFTH AVENUE
        NEW YORK, NEW YORK                                         10151
(Address of principal executive offices)                         (Zip Code)



                        PRIMEDIA THRIFT & RETIREMENT PLAN
                            (Full title of the plan)


                            CHRISTOPHER FRASER, 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)

<TABLE>
                         CALCULATION OF REGISTRATION FEE

<CAPTION>

=============================== =================== ======================= ====================== ===========================
           TITLE OF                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM             AMOUNT OF
          SECURITIES               AMOUNT TO BE         OFFERING PRICE            AGGREGATE               REGISTRATION
       TO BE REGISTERED             REGISTERED            PER SHARE            OFFERING PRICE                 FEE

=============================== =================== ======================= ====================== ===========================
<S>                                 <C>                    <C>                   <C>                          <C>

Common Stock, par value             5,000,000              $0.88(2)              $4,400,000                   $405
$.01 per share                      shares(1)

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

     (1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the  "Securities  Act"),  this  Registration  Statement  also covers an
indeterminate number of interests to be offered or sold pursuant to the PRIMEDIA
Thrift & Retirement Plan (the "Plan").

     (2) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h) under the  Securities  Act. The fee is calculated on the
basis of the  average of the high and low  trading  prices for the  Registrant's
Common Stock reported on the New York Stock Exchange on July 26, 2002.

</TABLE>


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following   documents  filed  by  the  Registrant  (also  referred  to
hereinafter  as the  "Company")  or the Plan with the  Securities  and  Exchange
Commission (the "Commission")  pursuant to the Securities  Exchange Act of 1934,
as  amended  (the  "Exchange  Act"),  are  incorporated  by  reference  in  this
Registration Statement:

         A. The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
     ended December 31, 2001 filed on April 1, 2002 (File No. 1-11106);

         B. The  Registrant's  Quarterly  Report on Form 10-Q for the  quarterly
      period  ending  March 31,  2002 (File No.  1-11106)  and the  Registrant's
      Current Reports on Form 8-K filed on February 26, 2002, March 22, 2002 and
      April 4, 2002, and on Form 8-K/A filed on April 8, 2002; and

         C. The description of the Registrant's  "Common Stock" contained in its
      Registration  Statement  filed  under  Section  12 of  the  Exchange  Act,
      including all amendments or reports filed for the purpose of updating such
      description.

     All  documents  filed by the  Registrant  or the Plan  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 in this Registration  Statement and are a part hereof from the date of
filing  such  documents.   Each  document  incorporated  by  reference  in  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 in this Registration Statement or by
any  document  which  constitutes  part of the  prospectus  relating to the 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

     None.

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 Corporation Law which enables a corporation in
its original  certificate of incorporation 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 Delaware General Corporation Law (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.

                                       2

<PAGE>



     Reference is also made to Section 145 of the Delaware  General  Corporation
Law,  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, director, employee or agent of such corporation or is or was serving at
the  request of such  corporation  or  enterprise.  The  indemnity  may  include
expenses  (including  attorneys'  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 under certain  circumstances,  directors of the Registrant shall not
be personally  liable to the corporation or its stockholders for monetary damage
for breach of  fiduciary  duties as a  director.  Article 4 of the  Amended  and
Restated By-laws of the Registrant  provides for indemnification of the officers
and directors of the Registrant to the full extent permitted by applicable law.

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 PRIMEDIA  Inc.  (formerly
                    K-III Communications Corporation) (incorporated by reference
                    to K-III Communications Corporation's Registration Statement
                    on Form S-1, File No. 33-96516, as amended).

     4.2            Certificate of Amendment to Certificate of  Incorporation of
                    K-III Communications  Corporation  (changing name from K-III
                    Communications  Corporation to PRIMEDIA Inc.)  (incorporated
                    by reference to K-III  Communications  Corporation's  Annual
                    Report on Form 10-K for the year ended  December  31,  1997,
                    File No. 1-11106).

     4.3            Amended and Restated By-laws of the Registrant (incorporated
                    by  reference  to  the  K-III  Communications   Registration
                    Statement on Form S-1, File No. 33-96516).

      23            Consent of Deloitte & Touche LLP.

      24            Powers  of  Attorney  (included  on  signature  page  to the
                    Registration Statement).


                                       3
<PAGE>


     The  Registrant  hereby  undertakes  to submit  the Plan and any  amendment
thereto  to the  Internal  Revenue  Service  in a timely  manner and to make all
changes required by the Internal Revenue Service to qualify such Plan.

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;

               (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) shall not apply
     to  information  contained  in  periodic  reports  filed by the  Registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in this 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 (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.

                                      * * *

          (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


                                       4
<PAGE>


     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.


--------------------------------------------------------------------------------




                                       5
<PAGE>



       ADDITIONAL DISCLOSURE RELATED TO STATEMENT OF FINANCIAL ACCOUNTING
                               STANDARDS NO. 142


SELECTED FINANCIAL DATA

     The  selected  consolidated  financial  data  for each of the  years  ended
December 31, 2001,  2000, 1999, 1998 and 1997 have been derived from the audited
consolidated  financial  statements of the Company.  This data should be read in
conjunction  with  the  consolidated  financial  statements  and  related  notes
incorporated by reference in this Registration Statement.

<TABLE>

                         PRIMEDIA INC. AND SUBSIDIARIES
<CAPTION>

                                                                   YEARS ENDED DECEMBER 31,
<S>                                            <C>             <C>            <C>             <C>           <C>

                                               2001            2000           1999            1998          1997
                                               ----            ----           ----            ----          ----
                                                       (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
OPERATING DATA:
Sales, net (1)                                 $1,742,293    $1,690,952      $1,716,102     $1,573,573    $1,487,595
Depreciation of property and equipment             82,449        52,920          47,653         42,214        37,334
Amortization of intangible assets,                713,572       128,355         452,149        176,755       146,831
  excess of purchase price over net
  assets acquired and other(2).
Other (income) charges(3)......                    44,868        41,570       (213,580)        (7,216)       138,640
Operating income (loss)........                 (677,660)        33,834          54,332        118,157      (20,793)
Provision for the impairment of                   106,512       188,526              --             --            --
  investments(4)...............
Interest expense...............                   145,960       143,988         164,909        144,442       136,625
Income tax benefit (expense)(5)                 (135,000)      (41,200)         (6,500)             --         1,685
Loss before extraordinary charge              (1,111,641)     (346,826)       (120,113)       (37,736)     (157,439)
Extraordinary charge-extinguishment of                 --            --              --             --      (15,401)
  debt(6)......................
Net loss.......................               (1,111,641)     (346,826)       (120,113)       (37,736)     (172,840)
Preferred stock dividends and related              62,236        53,063          53,062         63,285        65,073
  accretion(7).................
Loss applicable to common shareholders        (1,173,877)     (399,889)       (173,175)      (101,021)     (237,913)
Basic and diluted loss applicable to
  common shareholders per common
  share(8):
  Loss before extraordinary charge                $(5.42)       $(2.48)         $(1.19)         $(.71)       $(1.72)
                                                  =======       =======         =======         ======       =======
  Net loss.....................                   $(5.42)       $(2.48)         $(1.19)         $(.71)       $(1.84)
                                                  =======       =======         =======         ======       =======
Basic and diluted common shares               216,531,500   161,104,053     145,418,441    142,529,024   129,304,900
  outstanding(8)...............


                                       6
<PAGE>


OTHER DATA:
EBITDA(1)(9)......................               $171,766      $256,679        $340,554       $329,910      $302,012
Additions to property, equipment and               60,740        77,579          69,488         55,238        31,108
  other, net...................
Net cash provided by (used in)                  (101,348)        52,546         107,298        140,804       125,360
  operating activities.........
Net cash provided by (used in)                  (407,057)      (54,644)         186,081      (609,621)     (185,725)
  investing activities.........
Net cash provided by (used in)                    518,303       (2,873)       (289,256)        470,377        46,688
  financing activities.........

                                                                      AT DECEMBER 31,
                                               2001            2000           1999            1998          1997
                                               ----            ----           ----            ----          ----
                                                                    (DOLLARS IN THOUSANDS)
BALANCE SHEET DATA:
Cash and cash equivalents......                 $33,588        $23,690         $28,661        $24,538      $22,978
Working capital deficiency(10)..              (220,259)      (346,447)       (200,458)      (234,045)    (146,245)
Other intangible assets and excess of         3,853,495      2,854,492       3,024,955      3,171,598    2,508,650
  purchase price over net assets
  acquired, gross..............
     Less: accumulated amortization           1,823,768      1,206,900       1,189,599        914,854      736,597
                                              ---------      ---------       ---------        -------      -------


Other intangible assets and excess of         2,029,727      1,647,592       1,835,356      2,256,744    1,772,053
  purchase price over net assets
  acquired, net................
Total assets...................               2,732,007      2,677,479       2,714,552      3,041,074    2,485,990
Long-term debt(11).............               1,945,631      1,503,188       1,732,896      1,956,997    1,682,224
Exchangeable preferred stock...                 562,957        561,324         559,689        557,841      470,280
Total shareholders' deficiency.                (480,592)      (236,026)       (144,238)       (83,703)    (162,223)

                                                  (See notes on the following page)
</TABLE>



                                       7
<PAGE>



NOTES TO SELECTED FINANCIAL DATA


(1)  During the first  quarter of 2002,  the Company  completed  the sale of the
     Modern Bride Group ("MBG"),  which  includes  MODERN BRIDE plus 16 regional
     bridal magazines.  Sales, net include sales of MGB of $47,032,  $48,941 and
     $44,113 during 2001, 2000 and 1999, respectively. EBITDA includes EBITDA of
     MBG of $6,504, $6,465 and $5,312 during 2001, 2000 and 1999, respectively.

     During the second  quarter of 2002,  the Company  completed the sale of its
     ExitInfo business  ("ExitInfo").  The Company acquired ExitInfo in December
     2000.  Sales,  net and EBITDA  during  2001  include  sales and EBITDA from
     ExitInfo of $14,910 and $(347), respectively.

     The  above  table  has not  been  adjusted  to  reflect  these  amounts  as
     discontinued operations.

(2)  Includes a provision for the  impairment of  long-lived  assets,  primarily
     excess of purchase price over net assets acquired, of $444,699 and $275,788
     for the years ended December 31, 2001 and 1999, respectively.

(3)  Represents non-cash  compensation and non-recurring  charges of $58,181 and
     $35,210 for the years ended  December  31, 2001 and 2000,  respectively,  a
     provision  for  severance,  closures  and  restructuring  related  costs of
     $43,920,  $20,798 and $22,000 for the years ended  December 31, 2001,  2000
     and 1999,  respectively,  (gain) loss on the sales of businesses and other,
     net of $(57,233),  $(14,438),  $(235,580),  $(7,216),  and $138,640 for the
     years ended December 31, 2001, 2000, 1999, 1998 and 1997, respectively.

(4)  Represents a provision for the  impairment  of the Company's  investment in
     CMGI,  Inc.  of  approximately  $7,000  and  $155,500  for the years  ended
     December  31, 2001 and 2000,  respectively,  the  Company's  investment  in
     Liberty  Digital of  approximately  $700 and  $21,900  for the years  ended
     December 31, 2001 and 2000,  respectively,  the  Company's  investments  in
     various  assets-for-equity  transactions  of  $81,600  for the  year  ended
     December 31, 2001 and various other PRIMEDIA  investments of  approximately
     $17,200  and  $11,200  for the  years  ended  December  31,  2001 and 2000,
     respectively.

(5)  During 2001 and 2000, the Company increased its valuation  allowance due to
     continued  historical  operating  losses and the  impairment  of long-lived
     assets,  primarily excess of purchase price over net assets  acquired,  and
     investments,  resulting  in a provision  for income  taxes of $135,000  and
     $41,200,  respectively.  At December 31, 1999, 1998 and 1997, the Company's
     management  determined that no adjustment to net deferred income tax assets
     was required.  In prior years,  management determined that a portion of the
     net deferred  income tax assets  would likely be realized and  accordingly,
     for the year ended  December 31, 1997,  the Company  recorded an income tax
     benefit  relating  to a  carryback  claim of $1,685.  In 1999,  the Company
     recorded  income tax expense of $6,500  related to a provision  for current
     state and local  taxes  incurred as a result of the gain on the sale of the
     Supplemental  Education  Group.  At  December  31,  2001,  the  Company had
     aggregate  net operating and capital loss  carryforwards  of  approximately
     $1,549,600 which will be available to reduce future taxable income.

(6)  Represents the write-off of unamortized  deferred  financing  costs and the
     premiums paid on the redemptions of the 10 5/8% Senior Notes.

(7)  Includes  the  premiums  paid on the  redemptions  of the $11.625  Series B
     Exchangeable  Preferred Stock and the $2.875 Senior Exchangeable  Preferred
     Stock in 1998 and 1997,  respectively.  In 1997,  the  Company  recorded  a
     preferred  stock  dividend  accrual in the  amount of $9,517.  Of the total
     dividend accrual recorded in 1997, the amounts that relate to prior periods
     were not material.

(8)  Basic and diluted loss per common  share,  as well as the basic and diluted
     common  shares  outstanding,  were  computed as described in Note 15 of the
     notes to the consolidated financial statements in the Annual Report on Form
     10-K for the fiscal year ended December 31, 2001, incorporated by reference
     in this Registration Statement.

(9)  Represents earnings before interest, taxes, depreciation,  amortization and
     other   (income)   and  charges   including   non-cash   compensation   and
     non-recurring  charges of $58,181 and $35,210 for the years ended  December
     31, 2001 and 2000,  respectively,  a provision for severance,  closures and
     restructuring  related costs of $43,920,  $20,798 and $22,000 for the years
     ended December 31, 2001,  2000 and 1999,  respectively,  and (gain) loss on
     the sales of businesses and other, net of $(57,233), $(14,438), $(235,580),
     $(7,216),  and $138,640 for the years ended December 31, 2001,  2000, 1999,
     1998 and 1997,  respectively  and for the year  ended  December  31,  2001,
     EBITDA excludes $8,537 of other  integration  costs included in general and
     administrative  expenses. The $8,537 of other integration costs principally


                                       8
<PAGE>


     represent  internal  personnel costs  associated with the  consolidation of
     certain company-wide  functions as well as fees paid to consultants related
     to the  centralization of certain support functions and the  implementation
     of certain  standardized  technology.  EBITDA is not  intended to represent
     cash flow from  operating  activities  and should not be  considered  as an
     alternative  to  net  income  (loss)  (as  determined  in  conformity  with
     generally accepted accounting  principles) as an indicator of the Company's
     operating  performance  or to cash  flows as a measure  of  liquidity.  The
     Company believes EBITDA is a standard measure commonly  reported and widely
     used by  analysts,  investors  and other  interested  parties  in the media
     industry. Accordingly, this information has been disclosed herein to permit
     a more complete comparative analysis of the Company's operating performance
     relative  to  other  companies  in  its  industry.  EBITDA  should  not  be
     considered in isolation or as a substitute  for other measures of financial
     performance or liquidity.  The primary  difference  between EBITDA and cash
     flows  provided  by  operating  activities  relates  to  changes in working
     capital  requirements  and payments  made for  interest  and income  taxes.
     Additionally,  EBITDA is not available for the Company's  discretionary use
     as there are legal  requirements to pay preferred stock dividends and repay
     debt,  among other  payments.  EBITDA as presented may not be comparable to
     similarly  titled  measures  reported  by other  companies,  since  not all
     companies necessarily calculate EBITDA in identical manners, and therefore,
     is not necessarily an accurate measure of comparison between companies.

(10) Includes current maturities of long-term debt and net assets held for sale,
     where  applicable.  Consolidated  working capital reflects certain industry
     working  capital  practices  and  accounting   principles,   including  the
     expensing of certain editorial and product  development costs when incurred
     and the  recording  of deferred  revenue  from  subscriptions  as a current
     liability.  Advertising costs are expensed when the promotional  activities
     occur  except  for  certain  direct-response  advertising  costs  which are
     capitalized and amortized over the estimated period of future benefit.

(11) Excludes current maturities of long-term debt.



                                       9
<PAGE>


PRO FORMA FINANCIAL INFORMATION

     The following table provides pro forma results for the years ended December
31, 2001, 2000 and 1999, as if the  non-amortization  provisions of Statement of
Financial  Accounting Standards No. 142, "Goodwill and Other Intangible Assets,"
which the Company  adopted on January 1, 2002, had been applied.  As required by
the SFAS 142, the Company reviewed its intangible assets (primarily  trademarks)
for  impairment  as of January  1, 2002.  As a result,  the  Company  recorded a
cumulative effect of a change in accounting  principle of approximately  $21,500
($0.09 per share) during the first quarter of 2002. During the second quarter of
2002,  the  Company  is  conducting  its  preliminary  review  of  goodwill  for
impairment which could increase the cumulative  effect of a change in accounting
principle,  which will be  recorded  during the third  quarter of 2002.
<TABLE>
<CAPTION>

                                                                      For the years ended December 31,
<S>                                                                  <C>             <C>           <C>
In thousands, except per share amounts                               2001            2000          1999

Reported net loss applicable to common shareholders               $ (1,173,877)   $ (399,889)  $ (173,175)

Adjustments:
  Goodwill amortization                                           $    177,515    $   34,061   $   59,358
  Trademark amortization                                                15,010        10,346        8,397
  Equity method goodwill amortization                                   20,273         5,944            -
                                                                 ------------------------------------------

Total adjustments                                                 $    212,798    $   50,351   $   67,755

Adjusted net loss                                                 $   (961,079)   $ (349,538)  $ (105,420)


Per share data:

Reported net loss per common share - basic and diluted            $      (5.42)   $    (2.48)  $    (1.19)


Adjustments:
  Goodwill amortization per common share - basic and diluted      $       0.82    $    0.21    $     0.41
  Trademark amortization per common share - basic and diluted             0.07         0.06          0.06
  Equity method goodwill amortization per common share -                  0.09         0.04             -
  basic and diluted
                                                                 ------------------------------------------

Total adjustments per common share - basic and diluted            $       0.98    $    0.31    $     0.47

Adjusted net loss applicable to common shareholders per           $      (4.44)   $   (2.17)   $    (0.72)
common share - basic and diluted

</TABLE>

                                       10
<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 30th day of
July, 2002.


                                            PRIMEDIA INC.


                                            By: /S/  BEVERLY C. CHELL
                                                --------------------------------
                                                Beverly C. Chell
                                                Vice Chairman and Secretary


     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 has been signed by the following
persons in the capacities set forth below on July 30, 2002.

           SIGNATURE                                    CAPACITY
           ---------                                    --------


/S/  THOMAS S. ROGERS                             Chairman, Chief Executive
--------------------------------------------      Officer and Director
(Thomas S. Rogers)


/S/  CHARLES G. MCCURDY                           President and Director
--------------------------------------------
(Charles G. McCurdy)


/S/  BEVERLY C. CHELL                             Vice Chairman, Secretary
--------------------------------------------      and Director
(Beverly C. Chell)


/S/  JOSEPH Y. BAE                                Director
--------------------------------------------
(Joseph Y. Bae)


                                       11
<PAGE>


           SIGNATURE                                    CAPACITY
           ---------                                    --------


/S/  MEYER FELDBERG                               Director
--------------------------------------------
(Meyer Feldberg)


/S/  PERRY GOLKIN                                 Director
--------------------------------------------
(Perry Golkin)


/S/  H. JOHN GREENIAUS                            Director
--------------------------------------------
(H. John Greeniaus)


/S/  HENRY R. KRAVIS                              Director
--------------------------------------------
(Henry R. Kravis)


/S/  GEORGE R. ROBERTS                            Director
--------------------------------------------
(George R. Roberts)


/S/  LAWRENCE R. RUTKOWSKI                        Executive Vice President and
--------------------------------------------      Chief Financial Officer
(Lawrence R. Rutkowski)

/S/  ROBERT SFORZO                                Senior Vice President
--------------------------------------------      and Controller
(Robert Sforzo)


     Pursuant to the  requirements of the Securities Act, the  administrator  of
the  PRIMEDIA  Thrift and  Retirement  Plan 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 July 30, 2002.

                                       PRIMEDIA Thrift & Retirement Plan


                                       By:  /S/  CHRISTOPHER FRASER
                                            ------------------------------------
                                            Christopher Fraser
                                            Member of the PRIMEDIA Retirement
                                            Committee




                                       12
<PAGE>





                                  EXHIBIT INDEX


 EXHIBIT NO.                                 DESCRIPTION
 ----------                                  -----------

    4.1             Certificate  of  Incorporation  of PRIMEDIA  Inc.  (formerly
                    K-III Communications Corporation) (incorporated by reference
                    to K-III Communications Corporation's Registration Statement
                    on Form S-1, File No. 33-96516, as amended).

    4.2             Certificate of Amendment to Certificate of  Incorporation of
                    K-III Communications  Corporation  (changing name from K-III
                    Communications  Corporation to PRIMEDIA Inc.)  (incorporated
                    by reference to K-III  Communications  Corporation's  Annual
                    Report on Form 10-K for the year ended  December  31,  1997,
                    File No. 1-11106).

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

     23             Consent of Deloitte & Touche LLP.

     24             Powers  of  Attorney  (included  on  signature  page  to the
                    Registration Statement).




                                       13
[{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 37909}]
{"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": "333-97395", "film-number": "02715402"}, "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-______
--------------------------------------------------------------------------------
                                  UNITED STATES
                       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                                            13-364753
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                          Identification No.)

        745 FIFTH AVENUE
        NEW YORK, NEW YORK                                         10151
(Address of principal executive offices)                         (Zip Code)

                        PRIMEDIA THRIFT & RETIREMENT PLAN
                            (Full title of the plan)

                            CHRISTOPHER FRASER, 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            OFFERING PRICE                 FEE

=============================== =================== ======================= ====================== ===========================
Common Stock, par value             5,000,000              $0.88(2)              $4,400,000                   $405
$.01 per share                      shares(1)

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

     (1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the  "Securities  Act"),  this  Registration  Statement  also covers an
indeterminate number of interests to be offered or sold pursuant to the PRIMEDIA
Thrift & Retirement Plan (the "Plan").

     (2) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h) under the  Securities  Act. The fee is calculated on the
basis of the  average of the high and low  trading  prices for the  Registrant's
Common Stock reported on the New York Stock Exchange on July 26, 2002.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following   documents  filed  by  the  Registrant  (also  referred  to
hereinafter  as the  "Company")  or the Plan with the  Securities  and  Exchange
Commission (the "Commission")  pursuant to the Securities  Exchange Act of 1934,
as  amended  (the  "Exchange  Act"),  are  incorporated  by  reference  in  this
Registration Statement:

         A. The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
     ended December 31, 2001 filed on April 1, 2002 (File No. 1-11106);

         B. The  Registrant's  Quarterly  Report on Form 10-Q for the  quarterly
      period  ending  March 31,  2002 (File No.  1-11106)  and the  Registrant's
      Current Reports on Form 8-K filed on February 26, 2002, March 22, 2002 and
      April 4, 2002, and on Form 8-K/A filed on April 8, 2002; and

         C. The description of the Registrant's  "Common Stock" contained in its
      Registration  Statement  filed  under  Section  12 of  the  Exchange  Act,
      including all amendments or reports filed for the purpose of updating such
      description.

     All  documents  filed by the  Registrant  or the Plan  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 in this Registration  Statement and are a part hereof from the date of
filing  such  documents.   Each  document  incorporated  by  reference  in  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 in this Registration Statement or by
any  document  which  constitutes  part of the  prospectus  relating to the 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

     None.

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 Corporation Law which enables a corporation in
its original  certificate of incorporation 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 Delaware General Corporation Law (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.

                                       2
Reference is also made to Section 145 of the Delaware  General  Corporation
Law,  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, director, employee or agent of such corporation or is or was serving at
the  request of such  corporation  or  enterprise.  The  indemnity  may  include
expenses  (including  attorneys'  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 under certain  circumstances,  directors of the Registrant shall not
be personally  liable to the corporation or its stockholders for monetary damage
for breach of  fiduciary  duties as a  director.  Article 4 of the  Amended  and
Restated By-laws of the Registrant  provides for indemnification of the officers
and directors of the Registrant to the full extent permitted by applicable law.

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 PRIMEDIA  Inc.  (formerly
                    K-III Communications Corporation) (incorporated by reference
                    to K-III Communications Corporation's Registration Statement
                    on Form S-1, File No. 33-96516, as amended).

     4.2            Certificate of Amendment to Certificate of  Incorporation of
                    K-III Communications  Corporation  (changing name from K-III
                    Communications  Corporation to PRIMEDIA Inc.)  (incorporated
                    by reference to K-III  Communications  Corporation's  Annual
                    Report on Form 10-K for the year ended  December  31,  1997,
                    File No. 1-11106).

     4.3            Amended and Restated By-laws of the Registrant (incorporated
                    by  reference  to  the  K-III  Communications   Registration
                    Statement on Form S-1, File No. 33-96516).

      23            Consent of Deloitte & Touche LLP.

      24            Powers  of  Attorney  (included  on  signature  page  to the
                    Registration Statement).

                                       3
The  Registrant  hereby  undertakes  to submit  the Plan and any  amendment
thereto  to the  Internal  Revenue  Service  in a timely  manner and to make all
changes required by the Internal Revenue Service to qualify such Plan.

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;

               (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) shall not apply
     to  information  contained  in  periodic  reports  filed by the  Registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in this 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 (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.

                                      * * *

          (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

                                       4
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.

--------------------------------------------------------------------------------

                                       5
ADDITIONAL DISCLOSURE RELATED TO STATEMENT OF FINANCIAL ACCOUNTING
                               STANDARDS NO. 142

SELECTED FINANCIAL DATA

     The  selected  consolidated  financial  data  for each of the  years  ended
December 31, 2001,  2000, 1999, 1998 and 1997 have been derived from the audited
consolidated  financial  statements of the Company.  This data should be read in
conjunction  with  the  consolidated  financial  statements  and  related  notes
incorporated by reference in this Registration Statement.

                         PRIMEDIA INC. AND SUBSIDIARIES
YEARS ENDED DECEMBER 31,
2001            2000           1999            1998          1997
                                               ----            ----           ----            ----          ----
                                                       (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
OPERATING DATA:
Sales, net (1)                                 $1,742,293    $1,690,952      $1,716,102     $1,573,573    $1,487,595
Depreciation of property and equipment             82,449        52,920          47,653         42,214        37,334
Amortization of intangible assets,                713,572       128,355         452,149        176,755       146,831
  excess of purchase price over net
  assets acquired and other(2).
Other (income) charges(3)......                    44,868        41,570       (213,580)        (7,216)       138,640
Operating income (loss)........                 (677,660)        33,834          54,332        118,157      (20,793)
Provision for the impairment of                   106,512       188,526              --             --            --
  investments(4)...............
Interest expense...............                   145,960       143,988         164,909        144,442       136,625
Income tax benefit (expense)(5)                 (135,000)      (41,200)         (6,500)             --         1,685
Loss before extraordinary charge              (1,111,641)     (346,826)       (120,113)       (37,736)     (157,439)
Extraordinary charge-extinguishment of                 --            --              --             --      (15,401)
  debt(6)......................
Net loss.......................               (1,111,641)     (346,826)       (120,113)       (37,736)     (172,840)
Preferred stock dividends and related              62,236        53,063          53,062         63,285        65,073
  accretion(7).................
Loss applicable to common shareholders        (1,173,877)     (399,889)       (173,175)      (101,021)     (237,913)
Basic and diluted loss applicable to
  common shareholders per common
  share(8):
  Loss before extraordinary charge                $(5.42)       $(2.48)         $(1.19)         $(.71)       $(1.72)
                                                  =======       =======         =======         ======       =======
  Net loss.....................                   $(5.42)       $(2.48)         $(1.19)         $(.71)       $(1.84)
                                                  =======       =======         =======         ======       =======
Basic and diluted common shares               216,531,500   161,104,053     145,418,441    142,529,024   129,304,900
  outstanding(8)...............

                                       6
OTHER DATA:
EBITDA(1)(9)......................               $171,766      $256,679        $340,554       $329,910      $302,012
Additions to property, equipment and               60,740        77,579          69,488         55,238        31,108
  other, net...................
Net cash provided by (used in)                  (101,348)        52,546         107,298        140,804       125,360
  operating activities.........
Net cash provided by (used in)                  (407,057)      (54,644)         186,081      (609,621)     (185,725)
  investing activities.........
Net cash provided by (used in)                    518,303       (2,873)       (289,256)        470,377        46,688
  financing activities.........

                                                                      AT DECEMBER 31,
                                               2001            2000           1999            1998          1997
                                               ----            ----           ----            ----          ----
                                                                    (DOLLARS IN THOUSANDS)
BALANCE SHEET DATA:
Cash and cash equivalents......                 $33,588        $23,690         $28,661        $24,538      $22,978
Working capital deficiency(10)..              (220,259)      (346,447)       (200,458)      (234,045)    (146,245)
Other intangible assets and excess of         3,853,495      2,854,492       3,024,955      3,171,598    2,508,650
  purchase price over net assets
  acquired, gross..............
     Less: accumulated amortization           1,823,768      1,206,900       1,189,599        914,854      736,597
                                              ---------      ---------       ---------        -------      -------

Other intangible assets and excess of         2,029,727      1,647,592       1,835,356      2,256,744    1,772,053
  purchase price over net assets
  acquired, net................
Total assets...................               2,732,007      2,677,479       2,714,552      3,041,074    2,485,990
Long-term debt(11).............               1,945,631      1,503,188       1,732,896      1,956,997    1,682,224
Exchangeable preferred stock...                 562,957        561,324         559,689        557,841      470,280
Total shareholders' deficiency.                (480,592)      (236,026)       (144,238)       (83,703)    (162,223)

                                                  (See notes on the following page)
7
NOTES TO SELECTED FINANCIAL DATA

(1)  During the first  quarter of 2002,  the Company  completed  the sale of the
     Modern Bride Group ("MBG"),  which  includes  MODERN BRIDE plus 16 regional
     bridal magazines.  Sales, net include sales of MGB of $47,032,  $48,941 and
     $44,113 during 2001, 2000 and 1999, respectively. EBITDA includes EBITDA of
     MBG of $6,504, $6,465 and $5,312 during 2001, 2000 and 1999, respectively.

     During the second  quarter of 2002,  the Company  completed the sale of its
     ExitInfo business  ("ExitInfo").  The Company acquired ExitInfo in December
     2000.  Sales,  net and EBITDA  during  2001  include  sales and EBITDA from
     ExitInfo of $14,910 and $(347), respectively.

     The  above  table  has not  been  adjusted  to  reflect  these  amounts  as
     discontinued operations.

(2)  Includes a provision for the  impairment of  long-lived  assets,  primarily
     excess of purchase price over net assets acquired, of $444,699 and $275,788
     for the years ended December 31, 2001 and 1999, respectively.

(3)  Represents non-cash  compensation and non-recurring  charges of $58,181 and
     $35,210 for the years ended  December  31, 2001 and 2000,  respectively,  a
     provision  for  severance,  closures  and  restructuring  related  costs of
     $43,920,  $20,798 and $22,000 for the years ended  December 31, 2001,  2000
     and 1999,  respectively,  (gain) loss on the sales of businesses and other,
     net of $(57,233),  $(14,438),  $(235,580),  $(7,216),  and $138,640 for the
     years ended December 31, 2001, 2000, 1999, 1998 and 1997, respectively.

(4)  Represents a provision for the  impairment  of the Company's  investment in
     CMGI,  Inc.  of  approximately  $7,000  and  $155,500  for the years  ended
     December  31, 2001 and 2000,  respectively,  the  Company's  investment  in
     Liberty  Digital of  approximately  $700 and  $21,900  for the years  ended
     December 31, 2001 and 2000,  respectively,  the  Company's  investments  in
     various  assets-for-equity  transactions  of  $81,600  for the  year  ended
     December 31, 2001 and various other PRIMEDIA  investments of  approximately
     $17,200  and  $11,200  for the  years  ended  December  31,  2001 and 2000,
     respectively.

(5)  During 2001 and 2000, the Company increased its valuation  allowance due to
     continued  historical  operating  losses and the  impairment  of long-lived
     assets,  primarily excess of purchase price over net assets  acquired,  and
     investments,  resulting  in a provision  for income  taxes of $135,000  and
     $41,200,  respectively.  At December 31, 1999, 1998 and 1997, the Company's
     management  determined that no adjustment to net deferred income tax assets
     was required.  In prior years,  management determined that a portion of the
     net deferred  income tax assets  would likely be realized and  accordingly,
     for the year ended  December 31, 1997,  the Company  recorded an income tax
     benefit  relating  to a  carryback  claim of $1,685.  In 1999,  the Company
     recorded  income tax expense of $6,500  related to a provision  for current
     state and local  taxes  incurred as a result of the gain on the sale of the
     Supplemental  Education  Group.  At  December  31,  2001,  the  Company had
     aggregate  net operating and capital loss  carryforwards  of  approximately
     $1,549,600 which will be available to reduce future taxable income.

(6)  Represents the write-off of unamortized  deferred  financing  costs and the
     premiums paid on the redemptions of the 10 5/8% Senior Notes.

(7)  Includes  the  premiums  paid on the  redemptions  of the $11.625  Series B
     Exchangeable  Preferred Stock and the $2.875 Senior Exchangeable  Preferred
     Stock in 1998 and 1997,  respectively.  In 1997,  the  Company  recorded  a
     preferred  stock  dividend  accrual in the  amount of $9,517.  Of the total
     dividend accrual recorded in 1997, the amounts that relate to prior periods
     were not material.

(8)  Basic and diluted loss per common  share,  as well as the basic and diluted
     common  shares  outstanding,  were  computed as described in Note 15 of the
     notes to the consolidated financial statements in the Annual Report on Form
     10-K for the fiscal year ended December 31, 2001, incorporated by reference
     in this Registration Statement.

(9)  Represents earnings before interest, taxes, depreciation,  amortization and
     other   (income)   and  charges   including   non-cash   compensation   and
     non-recurring  charges of $58,181 and $35,210 for the years ended  December
     31, 2001 and 2000,  respectively,  a provision for severance,  closures and
     restructuring  related costs of $43,920,  $20,798 and $22,000 for the years
     ended December 31, 2001,  2000 and 1999,  respectively,  and (gain) loss on
     the sales of businesses and other, net of $(57,233), $(14,438), $(235,580),
     $(7,216),  and $138,640 for the years ended December 31, 2001,  2000, 1999,
     1998 and 1997,  respectively  and for the year  ended  December  31,  2001,
     EBITDA excludes $8,537 of other  integration  costs included in general and
     administrative  expenses. The $8,537 of other integration costs principally

                                       8
represent  internal  personnel costs  associated with the  consolidation of
     certain company-wide  functions as well as fees paid to consultants related
     to the  centralization of certain support functions and the  implementation
     of certain  standardized  technology.  EBITDA is not  intended to represent
     cash flow from  operating  activities  and should not be  considered  as an
     alternative  to  net  income  (loss)  (as  determined  in  conformity  with
     generally accepted accounting  principles) as an indicator of the Company's
     operating  performance  or to cash  flows as a measure  of  liquidity.  The
     Company believes EBITDA is a standard measure commonly  reported and widely
     used by  analysts,  investors  and other  interested  parties  in the media
     industry. Accordingly, this information has been disclosed herein to permit
     a more complete comparative analysis of the Company's operating performance
     relative  to  other  companies  in  its  industry.  EBITDA  should  not  be
     considered in isolation or as a substitute  for other measures of financial
     performance or liquidity.  The primary  difference  between EBITDA and cash
     flows  provided  by  operating  activities  relates  to  changes in working
     capital  requirements  and payments  made for  interest  and income  taxes.
     Additionally,  EBITDA is not available for the Company's  discretionary use
     as there are legal  requirements to pay preferred stock dividends and repay
     debt,  among other  payments.  EBITDA as presented may not be comparable to
     similarly  titled  measures  reported  by other  companies,  since  not all
     companies necessarily calculate EBITDA in identical manners, and therefore,
     is not necessarily an accurate measure of comparison between companies.

(10) Includes current maturities of long-term debt and net assets held for sale,
     where  applicable.  Consolidated  working capital reflects certain industry
     working  capital  practices  and  accounting   principles,   including  the
     expensing of certain editorial and product  development costs when incurred
     and the  recording  of deferred  revenue  from  subscriptions  as a current
     liability.  Advertising costs are expensed when the promotional  activities
     occur  except  for  certain  direct-response  advertising  costs  which are
     capitalized and amortized over the estimated period of future benefit.

(11) Excludes current maturities of long-term debt.

                                       9
PRO FORMA FINANCIAL INFORMATION

     The following table provides pro forma results for the years ended December
31, 2001, 2000 and 1999, as if the  non-amortization  provisions of Statement of
Financial  Accounting Standards No. 142, "Goodwill and Other Intangible Assets,"
which the Company  adopted on January 1, 2002, had been applied.  As required by
the SFAS 142, the Company reviewed its intangible assets (primarily  trademarks)
for  impairment  as of January  1, 2002.  As a result,  the  Company  recorded a
cumulative effect of a change in accounting  principle of approximately  $21,500
($0.09 per share) during the first quarter of 2002. During the second quarter of
2002,  the  Company  is  conducting  its  preliminary  review  of  goodwill  for
impairment which could increase the cumulative  effect of a change in accounting
principle,  which will be  recorded  during the third  quarter of 2002.
For the years ended December 31,
In thousands, except per share amounts                               2001            2000          1999

Reported net loss applicable to common shareholders               $ (1,173,877)   $ (399,889)  $ (173,175)

Adjustments:
  Goodwill amortization                                           $    177,515    $   34,061   $   59,358
  Trademark amortization                                                15,010        10,346        8,397
  Equity method goodwill amortization                                   20,273         5,944            -
                                                                 ------------------------------------------

Total adjustments                                                 $    212,798    $   50,351   $   67,755

Adjusted net loss                                                 $   (961,079)   $ (349,538)  $ (105,420)

Per share data:

Reported net loss per common share - basic and diluted            $      (5.42)   $    (2.48)  $    (1.19)

Adjustments:
  Goodwill amortization per common share - basic and diluted      $       0.82    $    0.21    $     0.41
  Trademark amortization per common share - basic and diluted             0.07         0.06          0.06
  Equity method goodwill amortization per common share -                  0.09         0.04             -
  basic and diluted
                                                                 ------------------------------------------

Total adjustments per common share - basic and diluted            $       0.98    $    0.31    $     0.47

Adjusted net loss applicable to common shareholders per           $      (4.44)   $   (2.17)   $    (0.72)
common share - basic and diluted
10
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 30th day of
July, 2002.

                                            PRIMEDIA INC.

                                            By: /S/  BEVERLY C. CHELL
                                                --------------------------------
                                                Beverly C. Chell
                                                Vice Chairman and Secretary

     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 has been signed by the following
persons in the capacities set forth below on July 30, 2002.

           SIGNATURE                                    CAPACITY
           ---------                                    --------

/S/  THOMAS S. ROGERS                             Chairman, Chief Executive
--------------------------------------------      Officer and Director
(Thomas S. Rogers)

/S/  CHARLES G. MCCURDY                           President and Director
--------------------------------------------
(Charles G. McCurdy)

/S/  BEVERLY C. CHELL                             Vice Chairman, Secretary
--------------------------------------------      and Director
(Beverly C. Chell)

/S/  JOSEPH Y. BAE                                Director
--------------------------------------------
(Joseph Y. Bae)

                                       11
SIGNATURE                                    CAPACITY
           ---------                                    --------

/S/  MEYER FELDBERG                               Director
--------------------------------------------
(Meyer Feldberg)

/S/  PERRY GOLKIN                                 Director
--------------------------------------------
(Perry Golkin)

/S/  H. JOHN GREENIAUS                            Director
--------------------------------------------
(H. John Greeniaus)

/S/  HENRY R. KRAVIS                              Director
--------------------------------------------
(Henry R. Kravis)

/S/  GEORGE R. ROBERTS                            Director
--------------------------------------------
(George R. Roberts)

/S/  LAWRENCE R. RUTKOWSKI                        Executive Vice President and
--------------------------------------------      Chief Financial Officer
(Lawrence R. Rutkowski)

/S/  ROBERT SFORZO                                Senior Vice President
--------------------------------------------      and Controller
(Robert Sforzo)

     Pursuant to the  requirements of the Securities Act, the  administrator  of
the  PRIMEDIA  Thrift and  Retirement  Plan 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 July 30, 2002.

                                       PRIMEDIA Thrift & Retirement Plan

                                       By:  /S/  CHRISTOPHER FRASER
                                            ------------------------------------
                                            Christopher Fraser
                                            Member of the PRIMEDIA Retirement
                                            Committee

                                       12
EXHIBIT INDEX

 EXHIBIT NO.                                 DESCRIPTION
 ----------                                  -----------

    4.1             Certificate  of  Incorporation  of PRIMEDIA  Inc.  (formerly
                    K-III Communications Corporation) (incorporated by reference
                    to K-III Communications Corporation's Registration Statement
                    on Form S-1, File No. 33-96516, as amended).

    4.2             Certificate of Amendment to Certificate of  Incorporation of
                    K-III Communications  Corporation  (changing name from K-III
                    Communications  Corporation to PRIMEDIA Inc.)  (incorporated
                    by reference to K-III  Communications  Corporation's  Annual
                    Report on Form 10-K for the year ended  December  31,  1997,
                    File No. 1-11106).

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

     23             Consent of Deloitte & Touche LLP.

     24             Powers  of  Attorney  (included  on  signature  page  to the
                    Registration Statement).

                                       13