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                                                                   EXHIBIT 10.13

                           THE ADVISORY BOARD COMPANY
                  2001 STOCK-BASED INCENTIVE COMPENSATION PLAN

1.      PURPOSE

        The purpose of The Advisory Board Company 2001 Stock-Based Incentive
        Compensation Plan (the "Plan") is to provide Participants with an
        increased economic and proprietary interest in the Company in order to
        encourage those Participants to contribute to the success and progress
        of the Company. The Plan provides for the grant of Options which shall
        qualify as incentive stock options, as defined in Section 422 of the
        Internal Revenue Code of 1986, as amended (the "Code"), and for the
        grant of Options which shall not qualify as incentive stock options
        pursuant to Section 422 of the Code.

2.      DEFINITIONS

        (a)     "Administrator" means the Administrator of the Plan in
        accordance with Section 11.

        (b)     "Board of Directors" means the Board of Directors of the
        Company.

        (c)     "Common Stock" means the Company's Class B Non-Voting Common
        Stock, par value $.01, subject to adjustment as provided in Section 8.

        (d)     "Company" means The Advisory Board Company, a Maryland
        corporation.

        (e)     "ISOs" shall mean Options which qualify as incentive stock
        options within the meaning of Section 422 of the Code.

        (f)     "Options" shall mean stock options granted pursuant to the
        Plan.

        (g)     "Participants" shall mean those individuals described in Section
        3 to whom Options have been granted from time to time by the
        Administrator and any authorized transferee of such individuals.

        (h)     "Plan" means The Advisory Board Company 2001 Stock-Based
        Incentive Compensation Plan.

        (i)     "Retirement" shall have the meaning specified by the
        Administrator in the terms of an option grant or, in the absence of any
        such term, shall mean retirement from active employment with the Company
        or its Subsidiaries (i) at or after age 55 and with the approval of the
        Administrator or (ii) at or after age 65. The determination of the
        Administrator as to an individual's Retirement shall be conclusive on
        all parties.

        (j)     "Subsidiary" means any corporation (other than the Company) in
        an unbroken chain of corporations beginning with the Company where each
        of the corporations in the unbroken chain other than the last
        corporation owns stock possessing at





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        least 50 percent or more of the total combined  voting power of all
        classes of stock in one of the other corporations in the chain.

        (k)     "Total and Permanent Disablement" shall have the meaning
        specified by the Administrator in the terms of an option grant or, in
        the absence of any such term or in the case of an Option intending to
        qualify as an ISO, the inability to engage in any substantial gainful
        activity by reason of any medically determinable physical or mental
        impairment which can be expected to result in death or which has lasted
        or can be expected to last for a continuous period of not less than 12
        months. The determination of the Administrator as to an individual's
        Total and Permanent Disablement shall be conclusive on all parties.

3.      PARTICIPANTS

        Options may only be granted to officers, independent contractors,
        employees and prospective employees of the Company and its Subsidiaries
        as selected by the Administrator, except that Options intending to
        qualify as ISOs may only be granted to employees of the Company and its
        Subsidiaries as selected by the Administrator. For purposes of this
        Plan, the Chairman of the Board's status as an employee shall be
        determined by the Board of Directors. Options may not be granted to
        directors of the Company or its Subsidiaries unless such directors
        otherwise qualify for participation in the Plan.

4.      EFFECTIVE DATE AND TERMINATION OF PLAN

        This Plan was adopted by the Board of Directors and approved by the
        stockholders of the Company on June 1, 2001 (the "Effective Date"). The
        Plan shall remain available for the grant of Options until the tenth
        anniversary of the Effective Date. Notwithstanding the foregoing, the
        Plan may be terminated at such earlier time as the Board of Directors
        may determine. Termination of the Plan will not affect the rights and
        obligations of the Participants and the Company arising under Options
        theretofore granted and then in effect.

5.      SHARES SUBJECT TO THE PLAN AND TO OPTIONS

        The aggregate number of shares of Common Stock issuable pursuant to all
        Options granted under the Plan will not exceed 3,500,000 shares of the
        Company's Common Stock, or the number and kind of shares of stock or
        other securities which shall be substituted or adjusted for such shares
        as provided in Section 8. Notwithstanding the foregoing, in the event
        that shares of Common Stock subject to the Company's 1997 Stock-Based
        Incentive Compensation Plan, as amended and restated on October 31, 1997
        (the "Incentive Plan"), are canceled, expire or terminate or that
        otherwise are available for issuance but for any other reason are not
        issued under the Incentive Plan, then the number of shares of Common
        Stock authorized for issuance under the Plan shall be increased
        accordingly. Such shares may be authorized and unissued shares of the
        Company's Common Stock. The aggregate number of shares of Common Stock
        issued pursuant to the Plan at any time shall equal only the number of
        shares of Common Stock issued upon





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        the exercise of Options and not returned to the Company upon the
        cancellation, expiration or forfeiture of an award or delivered (either
        actually or by attestation) in payment or satisfaction of the purchase
        price or tax obligation with respect to an Option. All shares of Common
        Stock available for issuance under the Plan may be subject to Options
        which intend to qualify as ISOs.

6.      GRANT, TERMS AND CONDITIONS OF OPTIONS

        Options may be granted at any time and from time to time prior to the
        termination of the Plan, to Participants selected by the Administrator.
        The aggregate number of shares of Common Stock subject to Options
        granted pursuant to the Plan during any calendar year to any one
        Participant shall not exceed 200,000 shares. No Participant shall have
        any rights as a stockholder with respect to any shares of stock subject
        to Option hereunder until said shares have been issued. Each Option
        shall be evidenced by a written stock option agreement and/or such other
        written arrangements as may be approved from time to time by the
        Administrator. Options granted pursuant to the Plan need not be
        identical but each Option must contain and be subject to the following
        terms and conditions:

        (a)     Price:  The purchase price under each Option shall be
                established by the Administrator.  In no event will the
                purchase price be less than the fair market value of the Common
                Stock on the date of grant unless such Options are granted in
                substitution of options granted by a new employee's previous
                employer or the Participant pays or foregoes compensation in the
                amount of any discount. Notwithstanding the foregoing, in the
                case of the grant of an Option intending to qualify as an ISO,
                if the Participant owns stock possessing more than 10 percent of
                the combined voting power of all classes of stock of the Company
                or its Subsidiaries (after applying the ownership attribution
                rules set forth under Section 422(d) of the Code and any
                successor provision), the purchase price of such Option must be
                no less than 110 percent of the fair market value of the Common
                Stock on the date of grant.

                The purchase price of any Option may be paid in cash or any
                alternative means acceptable to the Administrator, including an
                irrevocable commitment by a broker to pay over such amount from
                a sale of the shares issuable under an Option and the acceptance
                of a promissory note secured by the number of shares of Common
                Stock then issuable upon exercise of the Options.

        (b)     Duration and Exercise or Termination of Option:  The date on
                which Options become exercisable shall be determined at the sole
                discretion of the Administrator. Unless the Administrator
                provides otherwise, or if the Option is intending to qualify as
                an ISO, each Option granted must expire within a period of not
                more than ten (10) years from the date of grant. Notwithstanding
                the foregoing, in the case of the grant of an Option intending
                to qualify as an ISO, if the Participant owns stock possessing
                more than 10 percent of the combined voting power of all classes
                of stock of the Company or its Subsidiaries (after applying the
                ownership attribution rules set forth under Section 422(d) of
                the





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                Code and any successor provision), the Option must expire
                within a period of not more than five (5) years from the date of
                grant.

        (c)     Suspension or Termination of Option:  Except as otherwise
                provided by the Administrator, if at any time (including after a
                notice of exercise has been delivered) the Chief Executive
                Officer or any other person designated by the Administrator
                (each such person, an "Authorized Officer") reasonably believes
                that a Participant has committed an act of misconduct as
                described in this Section, the Authorized Officer may suspend
                the Participant's rights to exercise any Option pending a
                determination of whether an act of misconduct has been
                committed.

                Except as otherwise provided by the Administrator, if the
                Administrator or an Authorized Officer determines a Participant
                has committed an act of embezzlement, fraud, dishonesty,
                nonpayment of any obligation owed to the Company or its
                Subsidiaries, breach of fiduciary duty or deliberate disregard
                of the Company or Subsidiary rules resulting in loss, damage or
                injury to the Company or its Subsidiaries, or if a Participant
                makes an unauthorized disclosure of any Company or Subsidiary
                trade secret or confidential information, engages in any conduct
                constituting unfair competition, induces any Company or
                Subsidiary customer to breach a contract with the Company or its
                Subsidiaries, or induces any principal for whom the Company or
                its Subsidiaries acts as agent to terminate such agency
                relationship, neither the Participant nor his or her estate nor
                transferee shall be entitled to exercise any Option whatsoever.
                In making such determination, the Administrator or an Authorized
                Officer shall act fairly and shall give the Participant an
                opportunity to appear and present evidence on his or her behalf
                at a hearing before the Administrator or the Board of Directors.
                For any Participant who is an "executive officer" for purposes
                of Section 16 of the Securities Exchange Act of 1934, the
                determination of the Authorized Officer shall be subject to the
                approval of the Administrator.

        (d)     Termination of Employment: Subject to Section 6(b), unless the
                Administrator specifies otherwise, upon the termination of the
                Participant's employment, his or her rights to exercise an
                Option then held shall be only as follows:

                (1)     Death.  Upon the death of a Participant while in the
                        employ of the Company or its Subsidiaries, all of the
                        Participant's Options then held shall be exercisable by
                        his or her estate, heir or beneficiary at any time
                        during the twelve (12) months next succeeding the date
                        of death. Any and all Options that are unexercised
                        during the twelve (12) months next succeeding the date
                        of death shall terminate as of the end of such twelve
                        (12) month period.

                        If a Participant should die within thirty (30) days of
                        his or her termination of employment with the Company or
                        its Subsidiaries, an Option shall be exercisable by his
                        or her estate, heir or beneficiary at any time during
                        the twelve (12) months succeeding the date of
                        termination, but only to the extent of the number of
                        shares as to which such Option was exercisable as




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                        of the date of such termination. Any and all Options
                        that are unexercised during the twelve (12) months
                        succeeding the date of termination shall terminate as of
                        the end of such twelve (12) month period. A
                        Participant's estate shall mean his or her legal
                        representative or other person who so acquires the right
                        to exercise the Option by bequest or inheritance or by
                        reason of the death of the Participant.

                (2)     Total and Permanent Disablement. Upon termination as a
                        result of the Total and Permanent Disablement of any
                        Participant, all of the Participant's Options then held
                        shall be exercisable for a period of twelve (12) months
                        after termination. Any and all Options that are
                        unexercised during the twelve (12) months succeeding the
                        date of termination shall terminate as of the end of
                        such twelve (12) month period.

                (3)     Retirement.  Upon Retirement of a Participant, the
                        Participant's Options then held shall be exercisable for
                        a period of twelve (12) months after Retirement, except
                        in the case of Options intending to qualify as ISOs,
                        such Options shall be exercisable for a period of three
                        (3) months after Retirement. The number of shares with
                        respect to which the Options shall be exercisable shall
                        equal the total number of shares which were exercisable
                        under the Participant's Option on the date of his or her
                        Retirement. Any and all Options that are unexercised
                        during the twelve (12) months or three (3) months (as
                        appropriate) succeeding the date of termination shall
                        terminate as of the end of such twelve (12) or three (3)
                        month period.

                (4)     Other Reasons.  Upon the date of a termination of a
                        Participant's employment for any reason other than those
                        stated above in Sections 6(d)(1), (d)(2) and (d)(3) or
                        as described in Section 6(c) above, (A) any Option that
                        is unexercisable as of such termination date shall
                        remain unexercisable and shall terminate as of such
                        date, and (B) any Option that is exercisable as of such
                        termination date shall expire the earlier of (i) ninety
                        (90) days following such date or (ii) the expiration
                        date of such Option.

        (e)     Transferability of Option: Unless the Administrator specifies
                otherwise, each Option shall be nontransferable by the
                Participant other than by will or the laws of descent and
                distribution and shall only be exercisable by the Participant
                during his or her lifetime.

        (f)     Cancellation: The Administrator may, at any time prior to
                exercise and subject to consent of the Participant, cancel any
                Options previously granted and may or may not substitute in
                their place Options at a different price and different type
                under different terms or in different amounts.

        (g)     Conditions and Restrictions Upon Securities Subject to Options:
                The Administrator may provide that the shares of Common Stock
                issued upon exercise





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                of an Option shall be subject to such further conditions or
                agreements as the Administrator in its sole discretion may
                specify prior to the exercise of such Option, including without
                limitation, conditions on manner of sale, vesting or
                transferability, forfeiture or repurchase provisions and method
                of payment for the shares issued upon exercise (including the
                actual or constructive surrender of Common Stock already owned
                by the Participant).

        (h)     Other Terms and Conditions:  Options may also contain such
                other provisions, which shall not be inconsistent with any of
                the foregoing terms, as the Administrator shall deem
                appropriate. No Option, however, nor anything contained in the
                Plan shall confer upon any Participant any right to continue in
                the Company's or its Subsidiaries' employ or service nor limit
                in any way the Company's or its Subsidiaries' right to terminate
                his or her employment at any time. In the case of Options
                intending to qualify as ISOs, Section 422 of the Code provides
                that Options shall not be treated as ISOs if and to the extent
                that the aggregate fair market value of shares of Common Stock
                (determined as of the time of grant) with respect to which such
                Options are exercisable for the first time by the Participant
                during any calendar year (under all plans of the Company and its
                subsidiaries) exceeds $100,000, taking Options into account in
                the order in which they were granted.

7.      LOANS

        The Company may make loans, at the request of the Participant and in the
        sole discretion of the Administrator, for the purpose of enabling the
        Participant to exercise Options granted under the Plan and to pay the
        tax liability resulting from an Option exercised under the Plan. The
        Administrator shall have full authority to determine the terms and
        conditions of such loans. Such loans may be secured by the shares
        received upon exercise of such Option.

8.      ADJUSTMENT OF AND CHANGES IN THE STOCK

        In the event that the number of shares of Common Stock of the Company
        shall be increased or decreased through reorganization,
        reclassification, combination of shares, stock splits, reverse stock
        splits, spin-offs, or the payment of a stock dividend, (other than
        regular, quarterly cash dividends) or otherwise, then each share of
        Common Stock of the Company which has been authorized for issuance under
        the Plan, whether such share is then currently subject to or may become
        subject to an Option under the Plan, may be proportionately adjusted to
        reflect such increase or decrease, unless the terms of the transaction
        provide otherwise. Outstanding Options may also be amended as to price
        and other terms if necessary to reflect the foregoing events.

        In the event there shall be any other change in the number or kind of
        the outstanding shares of Common Stock of the Company, or any stock or
        other securities into which such Common Stock shall have been changed,
        or for which it shall have been exchanged, whether by reason of merger,
        consolidation or otherwise, then the Administrator shall, in its sole
        discretion, determine the appropriate adjustment, if any, to be
        effected. In






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        addition, in the event of such change described in this paragraph, the
        Administrator may accelerate the time or times at which any Option may
        be exercised and may provide for cancellation of such accelerated
        Options which are not exercised within a time prescribed by the
        Administrator in its sole discretion. Notwithstanding anything to the
        contrary herein, any adjustment to Options granted pursuant to this
        Plan, particularly Options intending to qualify as ISOs, shall comply
        with the requirements, provisions and restrictions of the Code.

        No right to purchase fractional shares shall result from any adjustment
        in Options pursuant to this Section 8. In case of any such adjustment,
        the shares subject to the Option shall be rounded down to the nearest
        whole share. Notice of any adjustment shall be given by the Company to
        each Participant which shall have been so adjusted and such adjustment
        (whether or not notice is given) shall be effective and binding for all
        purposes of the Plan.

9.      LISTING OR QUALIFICATION OF STOCK

        In the event that the Board of Directors or the Administrator determines
        in its sole discretion that the listing or qualification of the Plan
        shares on any securities exchange or quotation or trading system or
        under any applicable law or governmental regulation is necessary as a
        condition to the issuance of such shares under the Option, the Option
        may not be exercised in whole or in part unless such listing,
        qualification, consent or approval has been unconditionally obtained.

10.     WITHHOLDING

        To the extent required by applicable federal, state, local or foreign
        law, a Participant shall make arrangements satisfactory to the Company
        for the satisfaction of any withholding tax obligations that arise by
        reason of an Option exercise. The Company shall not be required to issue
        shares or to recognize the disposition of such shares until such
        obligations are satisfied. The Administrator may permit these
        obligations to be satisfied by having the Company withhold a portion of
        the shares of stock that otherwise would be issued to him or her upon
        exercise of the Option, or to the extent permitted, by tendering shares
        previously acquired, provided that such will not result in an accounting
        charge to the Company or its Subsidiaries.

11.     ADMINISTRATION AND AMENDMENT OF THE PLAN

        The Plan shall be administered by the Administrator who shall be the
        Compensation Committee of the Board of Directors or, in the absence of a
        Compensation Committee, the Board of Directors itself. Subject to the
        express provisions of this Plan, the Administrator shall be authorized
        and empowered to do all things necessary or desirable in connection with
        the administration of this Plan, including, without limitation: (a) to
        prescribe, amend and rescind rules and regulations relating to this Plan
        and to define terms not otherwise defined herein; (b) to determine which
        persons are Participants (as defined in Section 3 hereof) and to which
        of such Participants, if any, an Option shall be granted hereunder and
        the timing of any such Option grants; (c) to determine the number






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        of shares of Common Stock subject to an Option and the exercise or
        purchase price of such shares; (d) to establish and verify the extent of
        satisfaction of any conditions to exercisability applicable to an
        Option; (e) to waive conditions to and/or accelerate exercisability of
        an Option, either automatically upon the occurrence of specified events
        (including in connection with a change of control of the Company) or
        otherwise in its sole discretion; (f) to prescribe and amend the terms
        of Option grants made under this Plan (which need not be identical); (g)
        to determine whether, and the extent to which, adjustments are required
        pursuant to Section 8 hereof; and (h) to interpret and construe this
        Plan, any rules and regulations under the Plan and the terms and
        conditions of any Option granted hereunder, and to make exceptions to
        any such provisions in good faith and for the benefit of the Company or
        its Subsidiaries.

        All decisions, determinations and interpretations by the Administrator
        regarding the Plan, any rules and regulations under the Plan and the
        terms and conditions of any Option granted hereunder, shall be final and
        binding on all Participants and optionholders. The Administrator shall
        consider such factors as it deems relevant, in its sole and absolute
        discretion, to making such decisions, determinations and interpretations
        including, without limitation, the recommendations or advice of any
        officer or other employee of the Company and such attorneys, consultants
        and accountants as it may select.

        The Administrator may, from time to time, delegate some of its
        responsibilities with respect to the administration of the Plan to such
        persons as it may designate in its sole discretion but may not delegate
        authority to grant options to a person who is not a member of the Board
        of Directors.

12.     AMENDMENT OF THE PLAN OR OPTIONS

        The Board of Directors may amend, alter or discontinue the Plan or any
        agreement or other document evidencing Options granted hereunder but,
        except as provided pursuant to the provisions of Section 8, no such
        amendment shall, without the approval of the stockholders of the
        Company:

        (a)     materially increase the maximum number of shares of Common
                Stock for which Options may be granted under this Plan;

        (b)     reduce the price at which Options may be granted below the
                price provided for in Section 6(a);

        (c)     reduce the exercise price of outstanding Options; or

        (d)     extend the term of this Plan.

        The Board of Directors may amend, alter or discontinue the Plan and the
        Administrator may amend or alter any Option granted under the Plan, but
        no amendment or alteration shall be made which would impair the rights
        of the holder of any Option, without such holder's consent, provided
        that no such consent shall be required if the Administrator determines
        in its sole discretion and prior to the date of any change in control
        (as defined, if applicable, in the agreement evidencing such Option)
        that such amendment or





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        alteration either is required or advisable in order for the Company, the
        Plan or the Option to satisfy any law or regulation or to meet the
        requirements of or avoid adverse financial accounting consequences under
        any accounting standard.

13.     TIME OF GRANTING OPTIONS

        The effective date of such Option shall be the date on which the grant
        was made by the Administrator. Within a reasonable time thereafter, the
        Company will deliver the Option to the Participant.

14.     NO LIABILITY OF COMPANY

        The Company and any affiliate which is in existence or hereafter comes
        into existence shall not be liable to a Participant or any other person
        as to: (a) the non-issuance or sale of shares of Common Stock as to
        which the Company has been unable to obtain from any regulatory body
        having jurisdiction the authority deemed by the Company's counsel to be
        necessary to the lawful issuance and sale of any shares hereunder; and
        (b) any tax consequence expected, but not realized, by any Participant
        or other person due to the receipt, exercise or settlement of any Option
        granted hereunder.

15.     NON-EXCLUSIVITY OF PLAN

        Neither the adoption of the Plan by the Board of Directors nor the
        submission of the Plan to the stockholders of the Company for approval
        shall be construed as creating any limitations on the power of the Board
        of Directors or the Administrator to adopt such other incentive
        arrangements as either may deem desirable, including without limitation,
        the granting of restricted stock or stock options otherwise than under
        the Plan, and such arrangements may be either generally applicable or
        applicable only in specific cases.

16.     GOVERNING LAW

        The Plan and any agreements or other documents hereunder shall be
        interpreted and construed in accordance with the laws of the District of
        Columbia and applicable federal law. Any reference in this Plan or in
        the agreement or other document evidencing any Options to a provision of
        law or to a rule or regulation shall be deemed to include any successor
        law, rule or regulation of similar effect or applicability.

17.     ARBITRATION OF DISPUTES

        In the event a Participant or other holder of an Option believes that a
        decision by the Administrator with respect to such person was arbitrary
        or capricious, the Participant or optionholder may request arbitration
        with respect to such decision. The review by the arbitrator shall be
        limited to determining whether the Administrator's decision was
        arbitrary or capricious. This arbitration shall be the sole and
        exclusive review permitted of the Administrator's decision. Participants
        and optionholders explicitly waive any right to judicial review.






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        Notice of demand for arbitration shall be made in writing to the
        Administrator within thirty (30) days after the applicable decision by
        the Administrator. Any such arbitration shall be heard in the District
        of Columbia, before a panel consisting of one arbitrator. Except as the
        parties to the arbitration may otherwise agree, the arbitrator shall be
        appointed in the first instance by the appropriate official in the
        District of Columbia office of the American Arbitration Association or,
        in the event of his or her unavailability by reason of disqualification
        or otherwise, by the appropriate official in the New York City office of
        the American Arbitration Association. The arbitrator and shall be an
        individual who is an attorney licensed to practice law in the District
        of Columbia. Such arbitrator shall be neutral within the meaning of the
        Commercial Rules of Dispute Resolution of the American Arbitration
        Association; provided, however, that the arbitration shall not be
        administered by the American Arbitration Association. Any challenge to
        the neutrality of the arbitrator shall be resolved by the arbitrator
        whose decision shall be final and conclusive. The arbitration shall be
        administered and conducted by the arbitrator pursuant to the Commercial
        Rules of Dispute Resolution of the American Arbitration Association. The
        decision of the arbitrator on the issue(s) presented for arbitration
        shall be final and conclusive and may be enforced in any court of
        competent jurisdiction.






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