Princeton Review (REVU)

          On May 25, 2006, The Princeton Review, Inc. (the “Company”) entered into a First Amendment to Credit Agreement (the “First Amendment”), by and among the Company, Princeton Review Operations, L.L.C., a wholly owned subsidiary of the Company (“Operations”), the lenders party thereto and Golub Capital Incorporated (“Golub”), as Administrative Agent.  The First Amendment amended certain terms of a revolving credit facility (the “Credit Facility”) that the Company established with Golub pursuant to the Credit Agreement, dated as of April 10, 2006, by and among the Company, Operations, the lenders party thereto and Golub (the “Credit Agreement”).

          The First Amendment increased the amount available to the Company under the Credit Facility from a maximum of $6.0 million to $10.0 million for the purpose of financing the redemption of certain shares of preferred stock held by Fletcher International, Ltd. and to fund the Company’s working capital needs. The term of the Credit Facility remained unchanged at five years from the date of the original Credit Agreement.  Operations continues to guarantee the Company’s obligations under the Credit Agreement.

          The First Amendment increased the annual interest rate of the Credit Facility. Outstanding amounts under the Credit Facility bear interest at rates based on either (A) 195 basis point over the greater of the prime rate and the Federal Funds Rate plus 50 basis points (up from the prior 145 basis points) or (B) 400 basis points over the London Interbank Offered Rate (“LIBOR”) (up from the prior 350 basis points), at the Company’s election and in accordance with the terms of the Credit Agreement.

          The line of credit continues to be secured by a first priority lien on all of the Company’s and Operation’s assets, as well as by a pledge by the Company of its equity interests in Operations and The Princeton Review Canada, Inc.  The Security Agreement and Pledge Agreement entered into at the time of the original Credit Agreement were not modified by the First Amendment.

          The First Amendment did not materially alter the existing affirmative or negative covenants contained in the Credit Agreement.

          A copy of the First Amendment is filed herewith as Exhibit 10.1.

          The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

          On September 12, 2005, the Employment Agreement, dated June 7, 2004, by and between The Princeton Review, Inc. (the “Company”) and Mr. Stephen Melvin, was amended to provide that Mr. Melvin serve in the position of Executive Vice President--Finance and no longer as the Company’s Chief Financial Officer.  In connection with this modification of duties, the Company agreed that in the event of termination of Mr. Melvin’s employment with the Company for any reason, those options to purchase shares of the Company’s common stock granted to Mr. Melvin that have vested as of the date of such termination shall remain exercisable by Mr. Melvin until the expiration date set forth on the stock option grant agreement governing such option.  No other terms of the Employment Agreement were modified.

          On September 9, 2005, the Company entered into an Employment Agreement with Mr. Andrew J. Bonanni pursuant to which Mr. Bonanni will serve as Chief Financial Officer. A description of the terms of this Employment Agreement is set forth under Item 5.02 below.

          (b)          On September 12, 2005, Mr. Stephen Melvin was appointed to the position of Executive Vice President--Finance, and he no longer serves as the Company’s Chief Financial Officer and principal financial or accounting officer.

          (c)          Effective September 12, 2005, Mr. Andrew J. Bonanni has been appointed to the position of Executive Vice President and Chief Financial Officer, the Company’s principal financial and accounting officer, replacing Mr. Melvin.  On September 12, 2005, the Company issued a press release announcing the appointment of Mr. Bonanni as Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1.

          Mr. Bonanni, 40, will serve as the Company’s Executive Vice President and Chief Financial Officer.  From January 2005 to September 2005, Mr. Bonanni served as a financial and strategic consultant to Bowne Business Solutions, Inc., and an M&A consultant to Bowne & Co., Inc., a document processing and information technology provider.  From 2002 to 2004, Mr. Bonanni was Senior Vice President and Chief Financial Officer of Bowne Business Solutions.  From 2000 to 2002, Mr. Bonanni served as Managing Vice President, Worldwide Business Planning & Corporate Reporting, Gartner, Inc., a provider of research and analysis to the information technology and communications technology industries.  From 1992 to 2000, Mr. Bonanni served in various financial management positions at Xerox Corporation, including as Entity Controller from 1998 to 2000.  Mr. Bonanni received a BS from Le Moyne College and an MBA from the Rochester Institute of Technology.

          On April 18, 2005, The Princeton Review, Inc. (the “Company”) was notified by Mr. Frederick S. Humphries that he does not intend to stand for re-election to the Board of Directors of the Company at the Company’s 2005 Annual Meeting of Stockholders.