##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

(Mark One)

|     |                                                                                           | 
|---- | ----------------------------------------------------------------------------------------- | 
|[x]  | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.     | 
|    
|     | For the fiscal year ended December 31, 2001.                                              | 
|    
|     | or                                                                                        | 
|    
|[  ] | 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
(State or other jurisdiction
of incorporation or organization)                        |  | 52-2056410
(I.R.S. Employer
Identification Number)
|                                                                                              
|2000 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
(Address of principal executive offices) |  | 20006
(Zip Code)                                  

(202) 777-5000
(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:    Not applicable

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share
(Title of class)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [  ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A.[]

Based upon the closing price of the registrants common stock as of
February 25, 2002, the aggregate market value of the common stock held by
non-affiliates of the registrant is $1,101,258,618*.

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APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes
of common stock, as of the latest practicable date.

As of February 25, 2002, The Corporate Executive Board Company had
outstanding 34,905,186 shares of Common Stock, par value $0.01 per share.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents incorporated by reference and the
Part of the Form 10-K into which the document is incorporated:

None.



---

|* |  | 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.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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PART III

The Corporate Executive Board Company hereby amends
its Annual Report on Form 10-K filed with the Securities and Exchange
Commission on February 21, 2002, to include Part III, Item 10, Item 11,
Item 12, and Item 13 as a part of this Annual Report on Form 10-K as set
forth below:

Item 10. Directors and Executive Officers of the Registrant.

The following table sets forth the names, ages and positions with The
Corporate Executive Board of the persons who serve as our directors and
executive officers:

|                      |  |     |    |          |  |                                                   |  | 
|--------------------- |  | --- | -- | -------- |  | ------------------------------------------------- |  | 
|Directors and         |  |     |    |          |  |                                                   |  | 
|Executive Officers    |  | Age |    | Position
|                      |  |     |    |         
|James J. McGonigle    |  |     | 38 |          |  | Chief Executive Officer and Chairman of the Board
|Robert C. Hall        |  |     | 70 |          |  | Director                                         
|Nancy J. Karch        |  |     | 54 |          |  | Director                                         
|David W. Kenny        |  |     | 40 |          |  | Director                                         
|Thomas L. Monahan III |  |     | 35 |          |  | General Manager and Director                     
|Harold L. Siebert     |  |     | 56 |          |  | Director                                         
|Sally Chang           |  |     | 37 |          |  | General Manager, Member Services                 
|Derek C. M. van Bever |  |     | 44 |          |  | Chief Research Officer                           
|Clay M. Whitson       |  |     | 44 |          |  | Chief Financial Officer, Secretary and Treasurer 

James J. McGoniglehas been our Chairman of the Board since March 2001 and
our Chief Executive Officer and a director since July 1998. From the spin-off
until July 1998, Mr. McGonigle was our General Manager, and from 1995 until the
spin-off, he was the General Manager of the corporate division of The Advisory
Board Company with responsibility for managing the business assumed by us in
the spin-off. From 1990 to 1995, Mr. McGonigle was a consultant in the
Financial Institutions Group at McKinsey & Company. Mr. McGonigle received a
B.A. from the Woodrow Wilson School at Princeton University and a J.D. from
Harvard Law School.

Robert C. Hallhas been a director since February 1999. From 1995 to
January 1999, Mr. Hall served as the Vice President of The Thomson Corporation,
a publicly held information publishing company. From 1990 to 1995, Mr. Hall was
the Chief Executive Officer of Thomson Information and Publishing Group, a
division of The Thomson Corporation involved in professional information and
publishing. From 1985 to 1990, Mr. Hall was the President of Thomson Financial
Services Group, another publishing division of The Thomson Corporation. Mr.
Hall received a B.S. from Iowa State University.

Nancy J. Karchhas been a director since October 2001. Ms. Karch was a
senior partner of McKinsey & Co., an independent consulting firm, from 1988
until her retirement in 2000. She had served in various executive capacities at
McKinsey since 1974. Ms. Karch is a member of The McKinsey Advisory Council,
and serves as a director of Toys R Us, Inc., retail
merchants, Liz Claiborne, Inc., apparel marketers, Garden Ridge
Corp., a privately held home decor product retailer, and the Westchester Land
Trust. Ms. Karch received a B.A. from Cornell University, a M.S. from
Northeastern University, and a M.B.A. from the Harvard Business School.

David W. Kennyhas been a director since February 1999.
Mr. Kenny is the Chairman and Chief Executive Officer of Digitas,
Inc. Digitas is a marketing and technology services company. Mr.
Kenny has been the Chairman of Digitas since December 1998 and Chief
Executive Officer since September 1997. Prior to Digitas, Mr. Kenny
held a number of executive positions with Bain & Company, an
independent consulting firm, from 1988 through 1997. Mr. Kenny received a
B.S. from the General Motors Institute and a M.B.A. from Harvard Business
School.

Thomas L. Monahan IIIhas been a director since June 2001 and our General
Manager since January 2001. From November 1998 until January 2001, Mr. Monahan served
as one of our Executive Directors, Research, and from the spin-off until
November 1998, he served as our Managing Director, Research. Prior to the
spin-off, Mr. Monahan served in similar capacities with The Advisory Board
Company, which he joined in January 1996. Prior to January 1996, Mr. Monahan
served as a senior consultant for the Deloitte & Touche Consulting Group, a
Director at the Committee for Economic Development and a staff consultant at
Andersen Consulting. Mr. Monahan received a B.A. from Harvard University and a
M.B.A. from New York University.

Harold L. Sieberthas been a director since July 1998, and served as the
Chairman of the Board from July 1998 until January 2000. From 1996 through July
1998, Mr. Siebert served as Chief Executive Officer and Chairman of Inforum
Inc., a company providing marketing and planning systems for healthcare
clients, and as Executive Vice President of Medstat/Thomson, a healthcare
information company. From 1995 until 1996, Mr. Siebert served as Bureau Chief
of TennCare, the State of Tennessees Medicaid managed care program. From 1993
until 1995, Mr. Siebert was a consultant to Medstat/Thomson. In 1988, Mr.
Siebert founded Inforum, Inc. and served as its President and Chief Executive
Officer from 1988 through 1993. Prior to 1988, he held various senior-level
positions at HBO & Co. and Baxter International. Mr. Siebert received his B.S.
from Miami University in Oxford, Ohio.

3



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Sally Changhas been our General Manager, Member Services since July 2001.
From January 2000 until July 2001, Ms. Chang was our Chief Marketing Officer. From June 1998
until January 2000, Ms. Chang was our General Manager, Sales and Marketing.
From 1992 until joining us, she served in various management capacities with
The Advisory Board Company, including as General Manager, Health Care Member
Services; General Manager, Health Care Research; and an Executive Director,
Research. Prior to 1992, Ms. Chang worked in the corporate planning department
of Fuji Xerox in Tokyo, as a general management consultant with Touche Ross,
and in the merger and acquisitions group of Drexel Burnham Lambert. Ms. Chang
received an A.B. from Harvard University, an M.A. from the University of
Pennsylvania and a M.B.A. from the Wharton School of Business at the University
of Pennsylvania.

Derek C. M. van Beverhas been our Chief Research Officer since the
spin-off. From 1995 through the date of the spin-off, he served as the Chief Research
Officer of the business assumed by us in the spin-off. Prior to that, he served
in various management capacities with The Advisory Board Company, which he
joined in 1981. Mr. van Bever received a B.A. and an M.A. from the University
of Delaware and a M.B.A. from Harvard Business School.

Clay M. Whitsonhas been our Chief Financial Officer since November 1998,
our Secretary since February 1999 and our Treasurer since July 2000. From 1996
through October 1998, Mr. Whitson served as the Chief Financial Officer and
Treasurer of PMT Services, Inc., a publicly held credit card processing
company. From 1990 to 1996, Mr. Whitson served as the Chief Financial Officer
of the Gemala Group, a diversified conglomerate based in Indonesia. Prior to
joining the Gemala Group in 1990, Mr. Whitson was a director in the mergers and
acquisitions department of The Chase Manhattan Bank, NA. Mr. Whitson received a
B.A. from Southern Methodist University and a M.B.A. from the University of
Virginia.

4



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Item 11. Executive Compensation.

The following table presents certain information concerning compensation
earned for services rendered for 1999, 2000, and 2001 by the Chief Executive
Officer and the four other most highly paid executive officers (the ''Named
Officers):

|                                                  |  |      |      |        |  |              |         |           |  |                 |        |  |  |              |         |  |  |   |           | 
|------------------------------------------------- |  | ---- | ---- | ------ |  | ------------ | ------- | --------- |  | --------------- | ------ |  |  | ------------ | ------- |  |  | - | --------- | 
|                                                  |  |      |      |        |  |              |         |           |  |                 |        |  |  | Long-Term    |         |  |  |  
|                                                  |  |      |      |        |  |              |         |           |  |                 |        |  |  | Compensation |         |  |  |  
|                                                  |  |      |      |        |  | Annual       |         | Number of |  | All Other      
|                                                  |  |      |      |        |  | Compensation |         | Options   |  | Compensation(1)
|                                                  |  |      |      |        |  |             
|Name and Principal Positions                      |  | Year |      | Salary |  | Bonus        |         |           |  |                 |        |  |  |             
|                                                  |  |      |      |        |  |              |         |          
|James J. McGonigle                                |  |      | 2001 |        |  | $            | 500,000 |           |  |                 |       |  |  |              | 100,000 |  |  |   |          | 
|Chief Executive Officer                           |  |      | 2000 |        |  |              | 462,000 |           |  |                 |       |  |  |              | 120,000 |  |  |   |          | 
|                                                  |  |      | 1999 |        |  |              | 440,000 |           |  |                 |       |  |  |              | 122,000 |  |  |   |          | 
|                                                  |  |      |      |        |  |              |         |           |  |                 |        |  |  |              |         |  |  |   |           | 
|Sally Chang                                       |  |      | 2001 |        |  | $            | 342,000 |           |  | $               | 50,000 |  |  |              | 5,000   |  |  |   |          | 
|General Manager, Member Services                  |  |      | 2000 |        |  |              | 335,000 |           |  |                 |       |  |  |              | 40,000  |  |  |   |          | 
|                                                  |  |      | 1999 |        |  |              | 325,000 |           |  |                 |       |  |  |              | 35,000  |  |  |   |          | 
|                                                  |  |      |      |        |  |              |         |           |  |                 |        |  |  |              |         |  |  |   |           | 
|Thomas L. Monahan III                             |  |      | 2001 |        |  | $            | 385,000 |           |  |                 |       |  |  |              | 75,000  |  |  |   |          | 
|General Manager                                   |  |      | 2000 |        |  |              | 310,000 |           |  |                 |       |  |  |              | 50,000  |  |  |   |          | 
|                                                  |  |      | 1999 |        |  |              | 280,000 |           |  |                 |       |  |  |              | 35,000  |  |  |   |          | 
|                                                  |  |      |      |        |  |              |         |           |  |                 |        |  |  |              |         |  |  |   |           | 
|Derek C. M. van Bever                             |  |      | 2001 |        |  | $            | 410,000 |           |  |                 |       |  |  |              | 35,000  |  |  | $ | 1,700,000 | 
|Chief Research Officer                            |  |      | 2000 |        |  |              | 400,000 |           |  |                 |       |  |  |              | 40,000  |  |  |   | 850,000   | 
|                                                  |  |      | 1999 |        |  |              | 400,000 |           |  |                 |       |  |  |              | 35,000  |  |  |   | 850,000   | 
|                                                  |  |      |      |        |  |              |         |           |  |                 |        |  |  |              |         |  |  |   |           | 
|Clay M. Whitson                                   |  |      | 2001 |        |  | $            | 275,000 |           |  |                 |       |  |  |              | 25,000  |  |  |   |          | 
|Chief Financial Officer, Secretary, and Treasurer |  |      | 2000 |        |  |              | 265,000 |           |  |                 |       |  |  |              | 30,000  |  |  |   |          | 
|                                                  |  |      | 1999 |        |  |              | 250,000 |           |  |                 |       |  |  |              |        |  |  |   |          | 



|(1) |  | Reflects amounts paid to Mr. van Bever in each of 1999, 2000, and 2001 in
connection with the repurchase of certain options of The Advisory Board
Company prior to the time of the spin-off.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Option Grants in Fiscal 2001

The following table shows information about stock option grants to the
Named Officers during fiscal 2001. These options are included in the Summary
Compensation Table above. All options were granted at fair market value under
the 1999 Stock Option Plan. The options have ten-year terms. The rules of the
Securities and Exchange Commission require us to show hypothetical gains that
the Named Officers would have for these options at the end of their ten-year
terms. These gains are calculated assuming annual compound stock price
appreciation of 5% and 10% from the date the option was originally granted to
the end of the option term. The 5% and 10% assumed annual compound rates of
stock price appreciation are required by SEC rules. They are not our estimate
or projection of future stock prices.

5



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The following table sets forth certain information concerning grants of
stock options to each of the Named Officers during 2001:

Stock Option Grants in 2001

|                      |  |                      |         |             |  |             |     |          |  |            |       |                  |  |             |       |                 |  |               |  |                      |           |    |  |     |           |  |  | 
|--------------------- |  | -------------------- | ------- | ----------- |  | ----------- | --- | -------- |  | ---------- | ----- | ---------------- |  | ----------- | ----- | --------------- |  | ------------- |  | -------------------- | --------- | -- |  | --- | --------- |  |  | 
|                      |  | Individual Grants(1) |         |             |  |             |     |          |  |           
|                      |  |                      |         |             |  |             |     |          |  |           
|                      |  |                      |         |             |  | % of Total  |     |          |  |            |       |                  |  |             |       |                 |  |               |  | Potential Realizable
|                      |  |                      |         |             |  | Options     |     |          |  |            |       |                  |  |             |       |                 |  |               |  | Value at Assumed    
|                      |  | Number of            |         | Granted to  |  |             |     |          |  | Market     |       |                  |  |             |       | Annual Rates of
|                      |  | Shares               |         | Employees   |  | Exercise    |     | Price on |  |            |       |                  |  | Stock Price
|                      |  | Underlying           |         | in          |  | Price       |     | Date of  |  | Expiration |       | Appreciation for
|Name                  |  | Option Grants        |         | Fiscal Year |  | (per share) |     | Grant    |  | Date       |       | Option Term     
|                     
|                      |  |                      |         |             |  |             |     |          |  |            |       |                  |  |             |       |                 |  |               |  |                      |           | 5% |  | 10%
|                      |  |                      |         |             |  |             |     |          |  |            |       |                  |  |             |       |                 |  |               |  |                      |           |   
|James J. McGonigle    |  |                      | 100,000 |             |  |             | 6.6 | %        |  | $          | 31.00 |                  |  | $           | 31.00 |                 |  | March 9, 2011 |  | $                    | 1,949,573 |    |  | $   | 4,940,602 | 
|Sally Chang           |  |                      | 5,000   |             |  |             | 0.3 |          |  |            | 31.00 |                  |  |             | 31.00 |                 |  | March 9, 2011 |  |                      | 97,479    |    |  |     | 247,030   | 
|Thomas L. Monahan III |  |                      | 75,000  |             |  |             | 5.0 |          |  |            | 31.00 |                  |  |             | 31.00 |                 |  | March 9, 2011 |  |                      | 1,462,180 |    |  |     | 3,705,451 | 
|Derek C. M. van Bever |  |                      | 35,000  |             |  |             | 2.3 |          |  |            | 31.00 |                  |  |             | 31.00 |                 |  | March 9, 2011 |  |                      | 682,351   |    |  |     | 1,729,211 | 
|Clay M. Whitson       |  |                      | 25,000  |             |  |             | 1.7 |          |  |            | 31.00 |                  |  |             | 31.00 |                 |  | March 9, 2011 |  |                      | 487,393   |    |  |     | 1,235,150 | 



|(1) |  | Options granted under The Corporate Executive Board Company 1999 Stock
Option Plan become exercisable 25% per year beginning one year after the date of grant.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

Option Exercises in 2001 and Year-End Option Values

The following table shows information about the value realized on option
exercises for each of the Named Officers during fiscal 2001, and the value of
their unexercised options at the end of fiscal 2001. Value realized, or gain,
is measured as the difference between the exercise price and market value or
the price at which the shares were sold on the date of exercise.

Aggregated Option Exercises in 2001
and Year-End Option Values

|                      |  |             |         |          |  |                            |           |                         |  |                      |         |               |  |             |         |               |  |   |           |  |  |   |            | 
|--------------------- |  | ----------- | ------- | -------- |  | -------------------------- | --------- | ----------------------- |  | -------------------- | ------- | ------------- |  | ----------- | ------- | ------------- |  | - | --------- |  |  | - | ---------- | 
|                      |  | Shares      |         |          |  |                            |           | Number of Securities    |  | Value of Unexercised
|                      |  | Acquired    |         | Value    |  | Underlying Unexercised     |           | In-the-Money Options at
|Name                  |  | On Exercise |         | Realized |  | Options at Fiscal Year-End |           | Fiscal Year-End (1)    
|                      |  |             |         |          |  |                            |           |                        
|                      |  |             |         |          |  |                            |           |                         |  | Exercisable          |         | Unexercisable |  | Exercisable |         | Unexercisable
|                      |  |             |         |          |  |                            |           |                         |  |                      |         |               |  |             |         |              
|James J. McGonigle(2) |  |             | 310,526 |          |  | $                          | 9,263,572 |                         |  |                      | 154,268 |               |  |             | 447,080 |               |  | $ | 4,634,203 |  |  | $ | 10,792,804 | 
|Sally Chang           |  |             | 163,230 |          |  |                            | 4,138,448 |                         |  |                      |        |               |  |             | 148,820 |               |  |   |          |  |  |   | 4,168,587  | 
|Thomas L. Monahan III |  |             | 57,500  |          |  |                            | 1,702,576 |                         |  |                      | 54,880  |               |  |             | 174,720 |               |  |   | 1,567,048 |  |  |   | 3,097,728  | 
|Derek C. M. van Bever |  |             | 118,750 |          |  |                            | 3,447,175 |                         |  |                      | 48,960  |               |  |             | 154,740 |               |  |   | 1,545,388 |  |  |   | 3,718,684  | 
|Clay M. Whitson       |  |             | 94,718  |          |  |                            | 2,123,266 |                         |  |                      | 42,128  |               |  |             | 162,154 |               |  |   | 1,207,004 |  |  |   | 3,882,940  | 



|(1) |  | Based on the closing price of our common stock on December 31, 2001 of
$36.70 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Mr. McGonigles stock option agreement with respect to 980,400 options
provides that the number of shares of common stock issuable pursuant to
those options will be increased if the number of shares of common stock
outstanding on a fully diluted basis exceeds 37,840,000 shares, and again
if the number of shares of common stock outstanding on a fully diluted
basis exceeds 41,280,000 shares. The amount of the increase on each
occasion will be 10% of the sum of the number of shares that remain
issuable pursuant to those options at the time and the number of shares
that were issued to him upon the exercise of those options that he
continues to hold at the time. The exercise price per each additional
share on each such date will be the fair market value of a share of common
stock on each such date.

6



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Item 12. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information regarding the
beneficial ownership of The Corporate Executive Board Companys common stock as
of February 25, 2002, by (i) each stockholder owning 5% or more of the common
stock, (ii) each Named Officer, (iii) each director and (iv) all current
directors and executive officers as a group.

|                                                                   |  |               |           |         |  |        |     |                       |  |  |  |  |  |  |           |  |  |  |     |  
|------------------------------------------------------------------ |  | ------------- | --------- | ------- |  | ------ | --- | --------------------- |  |  |  |  |  |  | --------- |  |  |  | --- | -
|                                                                   |  | Amount        |           |         |  |        |     |                       |  |  |  |  |  | 
|                                                                   |  | and Nature    |           |         |  |        |     |                       |  |  |  |  |  | 
|                                                                   |  | of Beneficial |           |         |  |        |     |                       |  |  |  |  |  | 
|Name of Beneficial Owner                                           |  | Ownership(1)  |           |         |  |        |     | Total Equity Stake(2)
|                                                                   |  |               |           |         |  |        |     |                      
|                                                                   |  | Number        |           | Percent |  | Number |     | Percent              
|                                                                   |  |               |           |         |  |        |     |                      
|James J. McGonigle(3)                                              |  |               | 469,810   |         |  |        | 1.3 | %                     |  |  |  |  |  |  | 635,310   |  |  |  | 1.7 | %
|Robert C. Hall(4)                                                  |  |               | 62,240    |         |  |        | *   |                       |  |  |  |  |  |  | 62,240    |  |  |  | *   |  
|Nancy J. Karch                                                     |  |               |          |         |  |        |    |                       |  |  |  |  |  |  | 72,240    |  |  |  | *   |  
|David W. Kenny(4)                                                  |  |               | 75,240    |         |  |        | *   |                       |  |  |  |  |  |  | 75,240    |  |  |  | *   |  
|Harold L. Siebert(5)                                               |  |               | 399,050   |         |  |        | 1.1 | %                     |  |  |  |  |  |  | 485,050   |  |  |  | 1.3 | %
|Sally Chang (6)                                                    |  |               | 117,858   |         |  |        | *   |                       |  |  |  |  |  |  | 150,358   |  |  |  | *   |  
|Derek C. M. van Bever(7)                                           |  |               | 172,514   |         |  |        | *   |                       |  |  |  |  |  |  | 227,514   |  |  |  | *   |  
|Thomas L. Monahan III(8)                                           |  |               | 139,916   |         |  |        | *   |                       |  |  |  |  |  |  | 229,916   |  |  |  | *   |  
|Clay M. Whitson(9)                                                 |  |               | 178,600   |         |  |        | *   |                       |  |  |  |  |  |  | 212,350   |  |  |  | *   |  
|The TCW Group, Inc.(10)                                            |  |               | 3,443,672 |         |  |        | 9.9 | %                     |  |  |  |  |  |  | 3,443,672 |  |  |  | 9.3 | %
|Pilgrim Baxter & Associates, Ltd.(11)                              |  |               | 2,040,100 |         |  |        | 5.8 | %                     |  |  |  |  |  |  | 2,040,100 |  |  |  | 5.5 | %
|All current directors and executive officers as a group (9 people) |  |               | 1,615,228 |         |  |        | 4.4 | %                     |  |  |  |  |  |  | 2,150,218 |  |  |  | 5.8 | %



|*    |  | 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. We have
included in shares owned by each stockholder all options held by the
stockholder that are currently exercisable or exercisable within 60 days
of February 25, 2002 (which would be April 26, 2002).                                          
|(2)  |  | The number column indicates the number of shares owned assuming the
exercise of all options, whether vested or unvested, without regard to
whether or not the options are exercisable within 60 days. Percentages in
the percent column are calculated on a diluted basis, assuming that all
shares subject to options are deemed to be outstanding, whether vested or
unvested and without regard to whether or not the options are exercisable
within 60 days.
|(3)  |  | Beneficial ownership includes 435,848 shares issuable upon the
exercise of options held by the stockholder that are currently exercisable
or exercisable within 60 days of February 25, 2002 (which would be April
26, 2002).                                                                                                                                                                                                                                   
|(4)  |  | Beneficial ownership consists of shares issuable upon the exercise of
options held by the stockholder that are currently exercisable or
exercisable within 60 days of February 25, 2002 (which would be April 26,
2002).                                                                                                                                                                                                                                        
|(5)  |  | Beneficial ownership includes 318,798 shares issuable upon the
exercise of options held by the stockholder that are currently exercisable
or exercisable within 60 days of February 25, 2002 (which would be April
26, 2002).                                                                                                                                                                                                                                   
|(6)  |  | Beneficial ownership includes 116,320 shares issuable upon the
exercise of options held by the stockholder that are currently exercisable
or exercisable within 60 days of February 25, 2002 (which would be April
26, 2002).                                                                                                                                                                                                                                   
|(7)  |  | Beneficial ownership includes 148,700 shares issuable upon the
exercise of options held by the stockholder that are currently exercisable
or exercisable within 60 days of February 25, 2002 (which would be April
26, 2002).                                                                                                                                                                                                                                   
|(8)  |  | Beneficial ownership includes 139,600 shares issuable upon the
exercise of options held by the stockholder that are currently exercisable
or exercisable within 60 days of February 25, 2002 (which would be April
26, 2002).                                                                                                                                                                                                                                   
|(9)  |  | Beneficial ownership includes 170,532 shares issuable upon the
exercise of options held by the stockholder that are currently exercisable
or exercisable within 60 days of February 25, 2002 (which would be April
26, 2002).                                                                                                                                                                                                                                   
|(10) |  | As reported in a
Schedule 13G/A filed on February 13, 2002. The Schedule
13G/A states that The TCW Group, Inc., on behalf of the TCW Business
Unit, has shared voting and
investment power with respect to the shares. The address of
The TCW Group, Inc. is 865 South Figueroa Street, Los
Angeles, CA 90017.                                                                                                                                                  
|(11) |  | As reported in a
Schedule 13G filed on February 13, 2002. The address of Pilgrim
Baxter & Associates, Ltd. is 1400 Liberty Ridge Drive, Wayne, PA 19087-5593.                                                                                                                                                                                                                                                                                                   

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Item 13. Certain Relationships and Related Transactions.

Vendor Contacts Agreements.     
We have received services under certain vendor contracts entered into by The Advisory Board Company
for the provision of certain services, such as telecommunications, travel, mailing and general office services. A Vendor Contracts Agreement
specified that we will pay the vendor directly if costs can be
segregated and billed separately, or we will reimburse The
Advisory Board Company for our reasonably allocated share of commonly billed costs. The Vendor Contracts Agreement expired on December 31, 2000.
However, we continue to participate in limited vendor contracts
entered into by the Advisory Board Company for the provision of
certain services and
continue to pay for such services on a basis consistent with that followed under the Vendor Contracts Agreement.

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SIGNATURES

Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment to its
Annual Report on Form 10-K to be signed
on its behalf by the undersigned, thereunto duly authorized dated as of
February 26, 2002.

| |                                                                 
| | ----------------------------------------------------------------
| | The Corporate Executive Board Company                           
|
| | By: /s/   Clay M. WhitsonClay M. Whitson
Chief Financial Officer

February 26, 2002

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