UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K/AAmendment No. 1


| |  | [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
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OR


| |  | [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ COMMISSION FILE NUMBER 000-32469
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



THE PRINCETON REVIEW, INC. (Exact name of registrant as specified in its charter)




|Delaware                                                                                                                      |  |  |  | 22-3727603                               
|----------------------------------------------------------------------------------------------------------------------------- |  |  |  | -----------------------------------------
|(State or other
jurisdiction of incorporation or organization)                                                                |  |  |  | (I.R.S.
Employer Identification No.)     
|2315 Broadway New York,
New York(Address of principal executive offices)                                                      |  |  |  | 10024 (Zip
Code)                         
|Registrants
telephone number, including area code (212) 874-8282 Securities registered pursuant to Section 12(b) of the Act:
|Title of Each
Class                                                                                                           |  |  |  | Name of Each Exchange on Which Registered
|None                                                                                                                         
|Securities
registered pursuant to Section 12(g) of the Act:Common stock, $0.01 par value                                     



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 or any amendment to this Form
10-K.  [  ]




Indicate by check mark whether the registrant is an
accelerated filer (as defined in Exchange Act Rule 12b-2).   Yes [X] No [  ]




The aggregate market value of registrants
common stock held by non-affiliates, based upon the closing price of the common stock on June 30, 2004, as reported by the Nasdaq National Market, was
approximately $71 million. Shares of common stock held by each executive officer and director and by each person who owns 5% or more of the outstanding
common stock, based on Schedule 13G filings, have been excluded since such persons may be deemed affiliates. This determination of affiliate status is
not necessarily a conclusive determination for other purposes.




The registrant had 27,569,764 shares of $0.01 par
value common stock outstanding at April 28, 2005.


DOCUMENTS INCORPORATED BY REFERENCE



None.







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EXPLANATORY NOTE:



The Princeton Review, Inc. (the Company)
is filing this Amendment No. 1 to Form 10-K to amend its Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange
Commission on March 23, 2005 (the Original Form 10-K Filing), in accordance with the Securities and Exchange Commissions Exemptive
Order Number 34-50754, to:


| |  | amend and restate Item 9A, Controls and Procedures, to include
Managements Report on Internal Control Over Financial Reporting, to update the disclosures included in Item 9A in the Original Form 10-K Filing,
and to include the report of the Companys independent registered public accounting firm on managements assessment and the effectiveness of
internal control over financial reporting; and
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| |  | amend Item 15, Exhibits and Financial Statement Schedules, to
include the Consent of Independent Registered Public Accounting Firm with respect to the report of the independent registered public accounting firm
referenced above and the officer certifications required by Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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Additionally, the Company is filing as exhibits to
this Amendment No. 1 to Form 10-K two employment agreements, dated June 7, 2004, with a current executive officer of the Company and a former executive
officer of the Company, which were inadvertently omitted from the Companys Form 10-Q for the quarter ended June 30, 2004.




Except for the amendments described above, this
Amendment No. 1 to Form 10-K does not modify or update other disclosures in, or exhibits to, the Original Form 10-K Filing, including the
Companys consolidated financial statements and the report of the Companys independent registered public accounting firm
thereon.


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Item 9A.    Controls and Procedures



(a)  Disclosure Controls and
Procedures




We conducted an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Exchange Act,
(Disclosure Controls) as of the end of the period covered by this Annual Report. The Disclosure Controls evaluation was done under the
supervision and with the participation of management, including our Chief Executive Officer (CEO) and Chief Financial Officer
(CFO). The evaluation of our Disclosure Controls included a review of the Controls objectives and design, our implementation of the
Controls and the effect of the Controls on the information generated for use in this Annual Report. In the course of the Controls evaluation, we sought
to identify data errors, control problems or acts of fraud and confirm that appropriate corrective actions, including process improvements, were being
undertaken. This type of Disclosure Controls evaluation is performed on a quarterly basis so that the conclusions of management, including the CEO and
CFO, concerning the effectiveness of the controls can be reported in our Quarterly Reports on Form 10-Q and in our Annual Reports on Form 10-K. Many of
the components of our Disclosure Controls are also evaluated on an ongoing basis by other personnel in our accounting, finance and legal functions. The
overall goals of these various evaluation activities are to monitor our Disclosure Controls and to modify them on an ongoing basis as
necessary.




A control system can provide only reasonable, not
absolute, assurance that the control systems objectives will be met. Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Over time, controls may become
inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of inherent limitations
in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.




Based upon the evaluation of our Disclosure
Controls, and in light of the material weaknesses described below under Managements Report on Internal Control Over Financial
Reporting, our CEO and CFO concluded that our Disclosure Controls were not effective, as of the end of the period covered by this Annual Report,
in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms.




(b)  Managements Report on
Internal Control Over Financial Reporting




Management of the company is responsible for
establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
The companys internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles
(GAAP). The companys internal control over financial reporting includes those policies and procedures that:


| |  | pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
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| |  | provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the receipts and
expenditures of the company are being made only in accordance with authorizations of its management and directors; and
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| |  | provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the companys assets that could have a material effect on its financial
statements.
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Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control
over


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| |  | financial reporting to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may
deteriorate.
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A material weakness is a significant deficiency, or
a combination of significant deficiencies, that results in there being more than a remote likelihood that a material misstatement of the annual or
interim financial statements will not be prevented or detected. A significant deficiency is a control deficiency, or a combination of control
deficiencies, that adversely affects the companys ability to initiate, authorize, record, process, or report external financial data reliably in
accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the companys
annual or interim financial statements that is more than inconsequential will not be prevented or detected.




The companys management assessed the
effectiveness of the companys internal control over financial reporting as of December 31, 2004. In making this assessment, management used the
criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Managements assessment identified the following three material weaknesses in internal control over financial
reporting:


| |  | Capitalized Software Development Costs The
companys controls over the capitalization of software development costs were inadequate. Certain IT departments were improperly allocating
indirect overhead costs to capitalized software projects by using an excessive overhead allocation factor. The controls to ensure that the activity in
this account was being recorded in accordance with GAAP were not sufficiently documented and the review procedures were not effective in that this
error was not detected on a timely basis. Additionally, the Company has not been able to fully staff the accounting department with personnel
sufficiently qualified and knowledgeable of GAAP. This material weakness resulted in an adjustment which increased our 2004 operating expenses,
reflected in the audited consolidated financial statements included in the Original Form 10-K Filing, in the amount of $611,000 as a result of
reclassifying excess overhead allocations charged to capitalized software development projects.
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| |  | Financial Statement Close Process The company
concluded that controls over the financial statement close process related to the determination of accrued liabilities and prepaid expenses were not
operating effectively. Misstated accruals and estimates for expenses and prepaid items which should have been discovered if the controls were operating
effectively were not identified by company personnel, resulting in numerous adjustments. Additionally, bank reconciliations contained reconciling items
that were not resolved in a timely manner and the review process is generally considered ineffective. The company has struggled to fully staff the
accounting department with qualified personnel, and this lack of adequate staffing contributed to this control deficiency. The adjustments made as a
result of this material weakness, on an absolute value basis, totaled approximately $700,000. The net effect on 2004 pre-tax income for these
adjustments was a decrease of less than $100,000, reflected in the audited consolidated financial statements included in the Original Form 10-K
Filing.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Revenue Recognition The companys controls were
inadequate to ensure that revenue related to certain contracts in its K-12 and Admissions Services divisions was recorded in accordance with GAAP, with
emphasis on EITF 00-21, Revenue Arrangements with Multiple Deliverables (EITF 00-21). An increasing number of our contracts are
multiple-element arrangements, in that they involve more than one product or service bundled together. EITF 00-21 requires that revenue
from these contracts be allocated to each element based on the accounting determination of the relative fair value of that element to the aggregate
fair value of all elements. The company currently does not have an effective process in place to make such a determination. Additionally, the process
for determining the delivery of products and services under these contracts is currently a manual
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| |  | process subject to error. Two factors contributing to this
control deficiency are inadequate staffing and excessive staff turnover, resulting in the company not having enough qualified accounting department
personnel familiar with GAAP. While the company hired consultants to review all significant contracts in this area as a compensating control and to
assist in the year-end financial statement close process, this was not sufficient to eliminate the material weakness. While the potential for material
misstatement of our financial statements exists due to this material weakness, it did not result in any significant adjustments, other than an $80,000
reduction to 2004 pre-tax income, reflected in the audited consolidated financial statements included in the Original Form 10-K Filing.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Based on our evaluation and because of the material
weaknesses described above, management has concluded that, as of December 31, 2004, the company did not maintain effective internal control over
financial reporting based on those criteria.




Ernst & Young LLP has issued an attestation
report on managements assessment of the companys internal control over financial reporting. That report appears on page 5 of this Form
10-K/A.




(c)  Changes in Internal Control Over
Financial Reporting




There has been no change in our internal control
over financial reporting that occurred during the fourth fiscal quarter of 2004 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting, except for the activities described below, all of which began in the fourth quarter of
2004.




We have implemented certain remediation measures and
are in the process of designing and implementing additional remediation measures for the material weaknesses noted above. Such remediation activities
include the following:


| |  | We have hired and continue to hire more qualified and
experienced accounting personnel to perform the month-end review and closing processes as well as provide additional oversight and supervision within
the accounting department.
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| |  | We are in the process of implementing a tier one accounting and
financial reporting software system to further automate and integrate and thereby improve the companys financial reporting processes and systems
by removing unnecessary manual interfaces and to facilitate the revenue recognition of multiple element contracts. This system is expected to be fully
implemented in early 2006.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We are in the process of establishing written policies and
procedures to ensure that account reconciliations and amounts recorded, as well as the review of these areas, are substantiated by detailed and
contemporaneous documentary support and that reconciling items are investigated, resolved and recorded in a timely manner.
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| |  | We are initiating programs providing ongoing training and
professional education and development plans for the accounting department and improving internal communications procedures throughout the
company.
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In addition to the foregoing remediation efforts, we
retained a consulting firm to assist with the documentation of our internal control processes, including more formal month-end review processes, as
well as to provide a compensating control for our K-12 and Admissions Services revenue recognition process, while we are in the process of acquiring
needed internal staff in this area.


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Report of Independent Registered Public Accounting Firm



The Board of
Directors and Stockholders of The Princeton Review, Inc. and subsidiaries




We have audited managements assessment,
included in the accompanying Managements Report on Internal Control Over Financial Reporting, that The Princeton Review, Inc. and subsidiaries
(the Company) did not maintain effective internal control over financial reporting as of December 31, 2004, because of the effect of
material weaknesses identified in managements assessment, based on criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Companys management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our
responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the Companys internal control over
financial reporting based on our audit.




We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and
operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.




A companys internal control over financial
reporting is a process designed 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. A companys internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material
effect on the financial statements.




Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.




A material weakness is a control deficiency, or
combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected. The following material weaknesses have been identified and included in managements
assessment.


| |  | The Company has identified a material weakness related to
controls over the capitalization of software development costs resulting from (1) an inadequate number of accounting and finance personnel with
sufficient technical expertise in the area of U.S. generally accepted accounting principles (GAAP), (2) insufficient documentation of the
Companys accounting policies, practices and procedures, and (3) insufficient review of the period end financial information to detect
misstatements on a timely basis. An adjustment to reverse overhead costs that had been capitalized which affected capitalized software on the balance
sheet and the income statement was necessary to present the financial statements in accordance with GAAP. Due to the significance of the actual
misstatement identified and the potential for further misstatement there
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| |  | is a more than remote likelihood that a material misstatement of
the interim and annual financial statements would not have been prevented or detected.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Company has identified a material weakness related to the
operating effectiveness of the financial statement close process including reviews of the determination of accrued expenses and prepaid assets and,
reviews of bank reconciliations, resulting from an inadequate number of accounting and finance personnel with sufficient technical accounting
expertise. The Company was therefore unable to effectively perform certain of the designated controls over the December 31, 2004 financial close
process on a timely basis, evidenced by a significant number of adjustments which were necessary to present the financial statements of the Company in
accordance with GAAP. Based on (1) the adjustments identified and (2) the significance of the financial statement close process to the preparation of
reliable financial statements, there is a more than remote likelihood that a material misstatement of the interim and annual financial statements would
not have been prevented or detected.
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| |  | The Company has identified a material weakness related to the
ineffectiveness of internal controls over revenue recognition on certain contracts in its K-12 and Admission Services divisions. The controls related
to the determination of revenue recognition, primarily in accordance with EITF 00-21, are inadequate to ensure that revenue is recognized in accordance
with GAAP and as a result adjustments were recorded to revenue, deferred revenue and accounts receivable. Although these adjustments were not material
to the interim or annual financial statements, the financial statements could have been materially misstated as a result of the control deficiencies.
The deficiencies were concluded to be a material weakness based on the significance of the potential misstatement of the interim and annual financial
statements, the significance of the controls over revenue to the preparation of reliable financial statements, and the absence of other mitigating
controls to detect the adjustments.
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These material weaknesses were considered in
determining the nature, timing, and extent of audit tests applied in our audit of the 2004 consolidated financial statements, and this report does not
affect our report on such consolidated financial statements.




In our opinion, managements assessment that
the Company did not maintain effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects,
based on the COSO control criteria. Also, in our opinion, because of the effect of the material weaknesses described above on the achievement of the
objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2004, based
on the COSO control criteria.




/s/ ERNST & YOUNG
LLP


New York, New York April 28, 2005

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Item 15.    Exhibits and Financial Statement
Schedules






|Exhibit Number |  |  |  | Description                                                                                                            
|-------------- |  |  |  | -----------------------------------------------------------------------------------------------------------------------
|10.36          |  |  |  | Employment Agreement, dated as of June 7, 2004, between The Princeton Review, Inc. and Bruce Task.                    
|10.37          |  |  |  | Employment Agreement, dated as of June 7, 2004, between The Princeton Review, Inc. and Stephen Melvin.                
|23.2           |  |  |  | Consent of Ernst & Young LLP.                                                                                         
|31.3           |  |  |  | Certification of CEO Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|31.4           |  |  |  | Certification of CFO Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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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 report to be signed on its behalf by the undersigned,
thereunto duly authorized, on May 2, 2005.


| |  |  |  | THE PRINCETON REVIEW, INC.                                                  
| |  |  |  | ----------------------------------------------------------------------------
| |  |  |  | By:   /s/ STEPHEN MELVINStephen Melvin Chief Financial Officer and
Treasurer



Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.


|Signature                        |  |  |  | Title                                                                |  | Date       
|-------------------------------- |  |  |  | -------------------------------------------------------------------- |  | -----------
|*John
S. Katzman                 |  |  |  | Chairman and Chief Executive Officer (Principal Executive Officer)   |  | May 2,
2005
|                                
|/s/
STEPHEN MELVINStephen Melvin |  |  |  | Chief Financial Officer (Principal Financial and Accounting Officer) |  | May 2,
2005
|                                
|*Richard Katzman                 |  |  |  | Director                                                             |  | May 2,
2005
|                                
|*John
C. Reid                    |  |  |  | Director                                                             |  | May 2,
2005
|                                
|*Richard Sarnoff                 |  |  |  | Director                                                             |  | May 2,
2005
|                                
|*Sheree T. Speakman              |  |  |  | Director                                                             |  | May 2,
2005
|                                
|*Howard A. Tullman               |  |  |  | Director                                                             |  | May 2,
2005
|                                
|*Frederick S. Humphries          |  |  |  | Director                                                             |  | May 2,
2005

|*By: |  | /s/
STEPHEN MELVINStephen Melvin Attorney-in-fact
|---- |  | -------------------------------------------------

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