**Exhibit 31.2****CERTIFICATION**     I Susan Rao, certify that:     1. I have reviewed this quarterly report on Form 10-Q of The Princeton Review,Inc.;     2. Based on my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;     3. Based on my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;     4. The registrant’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the registrant and have: a) Designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed underour supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, ismade known to us by others within those entities,particularly during the period in which this report is beingprepared;  b) Designed such internal control over financial reporting, orcaused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and thepreparation of financial statements for external purposes inaccordance with generally accepted accounting principles.  c) Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by thisreport based on such evaluation; and  d) Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) thathas materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financialreporting; and     5. The registrant’s other certifying officers and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors(or persons performing the equivalent functions): a. All significant deficiencies and materialweaknesses in the design or operation ofinternal control over financial reportingwhich are reasonably likely to adverselyaffect the registrant’s ability to record,process, summarize and report financialinformation; and  b. Any fraud, whether or not material, thatinvolves management or other employees whohave a significant role in the registrant’sinternal control over financial reporting.        Date:  November 9,  2007 /s/ SUSAN RAO   Name:  Susan Rao   Title:  Executive Vice President, Financeand  Treasurer