Exhibit 31.3

CERTIFICATION



I, John
Katzman, certify that:




1.  I have reviewed this Amendment No.1 to the 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.  [Intentionally Omitted];




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: May 2,
2005 |  |  |  | /s/ JOHN KATZMANJohn Katzman Chairman and Chief Executive Officer
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