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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Mark One)
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the fiscal year ended December 31, 2005.
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 Commission File Number: 000-24799
 THE CORPORATE EXECUTIVE BOARD COMPANY
 (Exact name of registrant as specified in its charter)
 Delaware
    
    52-2056410(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification Number)2000 Pennsylvania Avenue, N.W.Suite 6000Washington, D.C.
    
    20006(Address of principal executive offices)
    
    (Zip Code)
 (202) 777-5000
 Not applicable
  Common Stock, par value $0.01 per share
 þ o
 o þ
 þ o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
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DOCUMENTS INCORPORATED BY REFERENCE
   
 *
    
    Solely for purposes of this calculation, all executive officers and
directors of the registrant and all shareholders reporting beneficial
ownership of more than 5% of the registrants common stock are
considered to be affiliates.  PART III
 Item 11. Executive Compensation.
  Annual
    
    Long-TermCompensation
    
    Compensation
    
    All OtherName and Principal Positions
    
    Year
    
    Salary
    
    Bonus
    
    Number of Options
    
    CompensationJames J. McGonigle
    
    
    2005
    
    
    $
    540,000
    
    
    $
    540,000
    
    
    
    50,000
    
    
    
    Executive Chairman of the Board of Directors(1)
    
    
    2004
    
    
    
    600,000
    
    
    
    550,000
    
    
    
    150,000
    
    
    
    2003
    
    
    
    591,667
    
    
    
    400,000
    
    
    
    200,000
    
    
    
    Thomas L. Monahan III
    
    
    2005
    
    
    $
    516,667
    
    
    $
    425,000
    
    
    
    150,000
    
    
    
    Chief Executive Officer(2)
    
    
    2004
    
    
    
    445,000
    
    
    
    250,000
    
    
    
    65,000
    
    
    
    2003
    
    
    
    416,671
    
    
    
    200,000
    
    
    
    50,000
    
    
    
    Michael A. Archer
    
    
    2005
    
    
    $
    416,667
    
    
    $
    490,000
    
    
    
    50,000
    
    
    
    President, Marketing and International(3)
    
    
    2004
    
    
    
    395,834
    
    
    
    385,000
    
    
    
    55,000
    
    
    
    2003
    
    
    
    375,000
    
    
    
    380,000
    
    
    
    150,000
    
    
    
    Derek C. M. van Bever
    
    
    2005
    
    
    $
    430,000
    
    
    $
    80,000
    
    
    
    10,000
    
    
    
    Chief Research Officer
    
    
    2004
    
    
    
    430,000
    
    
    
    80,000
    
    
    
    25,000
    
    
    
    2003
    
    
    
    426,667
    
    
    
    108,000
    
    
    
    50,000
    
    
    
    Timothy R. Yost
    
    
    2005
    
    
    $
    341,667
    
    
    $
    175,000
    
    
    
    40,000
    
    
    
    Chief Financial Officer
    
    
    2004
    
    
    
    295,833
    
    
    
    150,000
    
    
    
    65,000
    
    
    
    2003
    
    
    
    267,500
    
    
    
    120,000
    
    
    
    50,000
    
    
    
    
 
 (1)
    
    Mr. McGonigle became our Executive Chairman of the Board of Directors effective July 1, 2005.(2)
    
    Mr. Monahan became our Chief Executive Officer effective July 1, 2005.(3)
    
    Mr. Archer became our President, Marketing and International effective July 1, 2005. 2




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Option Grants in Fiscal 2005
   Stock Option Grants in 2005
 Individual Grants (1)% of TotalNumber of
    
    Options
    
    
    
    
    
    
    
    
    
    Potential Realizable ValueShares
    
    Granted to
    
    
    
    
    
    
    
    
    
    at Assumed Annual RatesUnderlying
    
    Employees
    
    Exercise
    
    
    
    
    
    of Stock Price AppreciationOption
    
    in
    
    Price
    
    
    
    for Option TermName
    
    Grants
    
    Fiscal Year
    
    (per share)
    
    Expiration Date
    
    5%
    
    10%James J. McGonigle
    
    
    50,000
    
    
    
    3.60
    %
    
    $
    64.88
    
    
    March 11, 2012
    
    $
    1,320,634
    
    
    $
    3,077,638Thomas L. Monahan III
    
    
    150,000
    
    
    
    10.81
    
    
    
    64.88
    
    
    March 11, 2012
    
    
    3,961,901
    
    
    
    9,232,915Michael A. Archer
    
    
    50,000
    
    
    
    3.60
    
    
    
    64.88
    
    
    March 11, 2012
    
    
    1,320,634
    
    
    
    3,077,638Derek C. M. van Bever
    
    
    10,000
    
    
    
    0.72
    
    
    
    64.88
    
    
    March 11, 2012
    
    
    264,127
    
    
    
    615,528Timothy R. Yost
    
    
    40,000
    
    
    
    2.88
    
    
    
    64.88
    
    
    March 11, 2012
    
    
    1,056,507
    
    
    
    2,462,111
 
 (1)
    
    Options granted under the 2004 Plan become exercisable 25% per year beginning one year after the date of grant. Option Exercises in 2005 and Year-End Option Values
  Aggregated Option Exercises in 2005
and Year-End Option Values
 Number of Securities
    
    Value of UnexercisedShares
    
    
    
    
    
    Underlying Unexercised
    
    In-the-Money OptionsAcquired
    
    Value
    
    Options at Fiscal Year-End
    
    at Fiscal Year-End (1)Name
    
    On Exercise
    
    Realized
    
    Exercisable

    Unexercisable
    
    Exercisable
    
    UnexercisableJames J. McGonigle
    
    
    3,225
    
    
    $
    110,069
    
    
    
    459,275
    
    
    
    312,500
    
    
    $
    25,877,693
    
    
    $
    14,863,000Thomas L. Monahan III
    
    
    3,225
    
    
    
    107,231
    
    
    
    165,525
    
    
    
    241,250
    
    
    
    9,380,668
    
    
    
    8,334,825Michael A. Archer
    
    
    87,500
    
    
    
    2,625,110
    
    
    
    38,750
    
    
    
    191,250
    
    
    
    2,009,500
    
    
    
    8,782,000Derek C. M. van Bever
    
    
    89,275
    
    
    
    2,671,970
    
    
    
    3,225
    
    
    
    71,250
    
    
    
    189,308
    
    
    
    3,522,025Timothy R. Yost
    
    
    42,750
    
    
    
    1,196,415
    
    
    
    43,751
    
    
    
    129,999
    
    
    
    2,346,670
    
    
    
    5,577,718
 
 (1)
    
    Based on the closing price of our common stock on December 30, 2005 of $89.70 per share. 3




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Board of Directors Compensation
  Employment Contracts, Termination of Employment and Change of Control Arrangements
 Option Plans
 The Corporate Executive Board Company 1999 Stock Option Plan, The Corporate Executive Board Company
2001 Stock Option Plan, The Corporate Executive Board Company 2002 Non-Executive Stock Incentive
Plan and the 2004 Stock Incentive Plan
  Employment Arrangements
    4




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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
  Amount and Nature ofBeneficial Ownership(1)
    
    Total Equity Stake(2)Name of Beneficial Owner
    
    Number
    
    Percent
    
    Number
    
    PercentJames J. McGonigle
    
    
    47,051
    
    
    
    *
    
    
    
    214,352
    
    
    
    *Thomas L. Monahan III
    
    
    135,673
    
    
    
    *
    
    
    
    311,576
    
    
    
    *Russell P. Fradin
    
    
    9,000
    
    
    
    *
    
    
    
    36,678
    
    
    
    *Robert C. Hall
    
    
    1,500
    
    
    
    *
    
    
    
    6,678
    
    
    
    *Nancy J. Karch
    
    
    37,500
    
    
    
    *
    
    
    
    42,678
    
    
    
    *David W. Kenny
    
    
    62,500
    
    
    
    *
    
    
    
    67,678
    
    
    
    *Daniel O. Leemon
    
    
    80,740
    
    
    
    *
    
    
    
    85,918
    
    
    
    *Michael A. Archer
    
    
    27,954
    
    
    
    *
    
    
    
    138,456
    
    
    
    *Derek C. M. van Bever
    
    
    23,865
    
    
    
    *
    
    
    
    56,365
    
    
    
    *Timothy R. Yost
    
    
    7,423
    
    
    
    *
    
    
    
    100,523
    
    
    
    *Morgan Stanley(3)
    
    
    4,639,862
    
    
    
    11.6
    %
    
    
    4,639,862
    
    
    
    11.3
    %All current directors and
executive officers as a
group (10 people)
    
    
    433,206
    
    
    
    1.1
    %
    
    
    1,060,902
    
    
    
    2.6
    %
 
 *
    
    Indicates ownership of less than 1%.(1)
    
    Unless indicated in the notes, each stockholder has sole voting and investment power for all shares shown,
subject to community property laws that may apply to create shared voting and investment power. Beneficial ownership
includes all options, stock appreciation rights and restricted stock units held by a stockholder that are currently
exercisable or exercisable within 60 days of April 14, 2006 (which would be June 13, 2006) as follows: Mr. McGonigle,
12,500 shares; Mr. Monahan, 107,500 shares; Mr. Fradin,
9,000 shares; Mr. Hall, 500 shares; Ms. Karch, 36,500 shares; Mr. Kenny, 61,500 shares; Mr. Leemon, 79,740 shares;
Mr. Archer, 22,046 shares; Mr. van Bever, 5,585 shares; Mr. Yost, 0 shares; and all current directors and executive
officers as a group, 334,871 shares.(2)
    
    The Total Equity Stake column indicates the number of shares owned assuming the exercise of all options, stock appreciation rights
and restricted stock units, whether vested or unvested, without regard to whether or not the options, stock appreciation rights and
restricted stock units are exercisable within 60 days. Percentages in the percent column are calculated on a diluted basis, assuming that
all shares subject to options, stock appreciation rights and restricted stock units are deemed to be outstanding, whether vested or unvested
and without regard to whether or not the options, stock appreciation rights and restricted stock units are exercisable within 60 days.(3)
    
    Based solely upon on Amendment No. 2 to Schedule 13G filed on
February 15, 2006. This holder has sole voting and dispositive
power over 4,639,862 of these shares and shared voting and
dispositive power over 3,613 of these shares. The address of
Morgan Stanley is 1585 Broadway, New York, NY 10036. 5




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PART IV
 Item 15. Exhibits, Financial Statement Schedules.
 (1)
    
    The following financial statements of the registrant and reports of Independent Registered Public Accounting Firm are included in
Item 8 of the Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 10, 2006:Report of Managements Assessment of Internal Control over Financial Reporting,Reports of Independent Registered Public Accounting Firm,Consolidated Balance Sheets as of December 31, 2004 and 2005,Consolidated Statements of Income for the years ended December 31, 2003, 2004 and 2005,Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2004 and 2005,Consolidated Statements of Changes in Stockholders Equity for the years ended December 31, 2003, 2004 and 2005, andNotes to Consolidated Financial Statements.(2)
    
    Except as provided below, all schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission either have
been included in the consolidated financial statements or are not required under the related instructions, or are not applicable and therefore have been omitted.Schedule IIValuation and Qualifying Accounts.(3)
    
    The exhibits listed below are filed or incorporated by
reference as part of this Form 10-K/A.
 ExhibitNo.
    
    Description of Exhibit3.1
    
    Second Amended and Restated Certificate of Incorporation.*3.2
    
    Amended and Restated Bylaws.*4.1
    
    Specimen Common Stock Certificate.*10.1
    
    Employment Agreement, dated January 21, 1999, between The
Corporate Executive Board Company and James J.
McGonigle.*10.2
    
    Stock Option Agreement Pursuant to The Corporate Advisory
Board Company Stock-Based Incentive Compensation Plan,
effective as of October 31, 1997, between The Corporate Executive Board Company and James J. McGonigle, as amended on
January 21, 1999.*10.3
    
    Agreement Concerning Exclusive Services, Confidential Information, Business Opportunities, Non-Competition,
Non-Solicitation and Work Product, dated January 21, 1999, between The Corporate Executive Board Company and James J.
McGonigle.*10.4
    
    Form of Agreement Concerning Exclusive Services, Confidential Information, Business Opportunities, Non-Competition,
Non-Solicitation and Work Product.*10.5
    
    The Corporate Executive Board Company Stock-Based Incentive Compensation Plan, adopted on October 31, 1997, as amended
and restated in February 1999.*** 10.6
    
    Amended Directors Stock Plan and Standard Terms and Conditions for Director Non-qualified Stock Options.*** 10.7
    
    1999 Stock Option Plan and Standard Terms and Conditions for 1999 Stock Option Plan Incentive Stock Options.*** 10.8
    
    Employee Stock Purchase Plan dated June 23, 2000.**10.9
    
    2001 Stock Option Plan. ## 10.10
    
    2002 Non-Executive Stock Incentive Plan.ä 10.11
    
    2004 Stock Incentive Plan as amended July 18, 2005. *****10.12
    
    Non-Competition Agreement, effective as of January 1, 1999, as amended effective October 25, 2001, among The Advisory
Board Company, The Corporate Executive Board Company and David G. Bradley. * #10.13
    
    Agreement of Lease, dated June 25, 1998, between The Corporate Executive Board Company and The George Washington
University.*
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ExhibitNo.
    
    Description of Exhibit10.14
    
    License Agreement, effective as of October 31, 1997, between The Corporate Executive Board Company and The Advisory
Board Company.*10.15
    
    Form of term sheet for director non-qualified stock options.### 10.16
    
    Employment Agreement, dated March 20, 2002, between The Corporate Executive Board Company and Michael A. Archer.±10.17
    
    Deferred Compensation Plan. ****14.1
    
    Code of Ethics For Directors, Executives and Employees. ####21.1
    
    List of the Subsidiaries of The Corporate Executive Board Company. ####23.1
    
    Consent of Ernst and Young LLP, Independent Registered Public Accounting Firm. ####31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended.32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350. ####
 
 *
    
    Incorporated by reference to the registrants registration
statement on Form S-1, declared effective by the Securities
and Exchange Commission on February 22, 1999 (Registration
No. 333-5983).**
    
    Incorporated by reference to Exhibit 10.1 from the Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30,
2000.***
    
    Incorporated by reference to the registrants registration
statement on Form S-8, filed with the Securities and Exchange
Commission on March 9, 1999 (Registration No. 333-74145).****
    
    Incorporated by reference to Exhibit 10.1 from the Current
Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 filed with the Securities and Exchange
Commission on July 6, 2005.*****
    
    Incorporated by reference to Exhibit 10.1 from the Current
Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 filed with the Securities and Exchange
Commission on August 24, 2005.#
    
    Amendments incorporated by reference to Exhibit 10.1 and 10.2
from the Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 for the quarterly period
ended September 30, 2001.##
    
    Incorporated by reference to Exhibit 10.1 to the registrants
registration statement on Form S-8 filed with the Securities
and Exchange Commission on August 10, 2001 (Registration No.
333-67238).###
    
    Incorporated by reference to Exhibit 10.43 from the Annual
Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the year ended December 31, 2001.####
    
    Incorporated by reference to the registrants Annual Report
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 2005.
    
    Compensation arrangement.±
    
    Incorporated by reference to Exhibit 10.1 from the Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September
30, 2002.ä
    
    Incorporated by reference to Exhibit 10.21.3 from the Annual
Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the year ended December 31, 2002. 7




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SIGNATURE
 Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, dated as of May 1, 2006.
 The Corporate Executive Board CompanyBy: /s/ Timothy R. YostTimothy R. YostChief Financial Officer(Principal Financial Officer andPrincipal Accounting Officer)
 8




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EXHIBIT INDEX
 ExhibitNo.
    
    Description of Exhibit31.1
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended.31.2
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended.
 9