Exhibit 31.2




CERTIFICATION




I, Andrew J. Bonanni, certify
that:




1.     I have reviewed this annual report on Form 10-K of The
Princeton Review, Inc.;




2.     Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;




3.     Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;




4.     The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the registrant and have:




a)     Designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared;




b)     Designed such internal control over
financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.




c)     Evaluated the effectiveness of the
registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation; and




d)     Disclosed in this report any change
in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,
the registrants internal control over financial reporting; and




5.     The registrants other certifying officers and I have
disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee
of the registrants board of directors (or persons performing the equivalent functions):




a)     All significant deficiencies and
material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and




b)     Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrants internal control over financial
reporting.







|Date:
        March 16, 2006 |  |  |  | /s/
        ANDREW J. BONANNI                                      
|---------------------------- |  |  |  | -------------------------------------------------------------------
|                             |  |  |  | Andrew
      J. Bonanni
      Chief Financial Officer and Treasurer



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