UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 29, 2011

THE PRINCETON REVIEW, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-32469

22-3727603

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

111 Speen Street, Suite 550

Framingham, Massachusetts 01701

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (508) 663-5050

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

OnAttached ~~November~~as 2,Exhibit ~~2011,~~99.1 ~~the~~is ~~Board~~a copy of ~~Directors~~a press release of The Princeton Review, Inc. (the “Company”) ~~approved an~~dated ~~amendment~~November 9, to2011, ~~the~~announcing ~~letter~~certain ~~agreement~~financial ~~with~~results ~~John M. Connolly to extend his employment as Interim President and Chief Executive Officer~~ for ~~five~~the ~~months,~~Company’s fiscal ~~from~~period ~~November~~ended 8September 30, 2011 ~~to April 7, 2012 (the “Employment Extension Period”)~~.

~~Pursuant~~The toinformation ~~the~~set ~~amendment~~forth ~~and~~under ~~during~~this ~~the~~“Item ~~Employment Extension Period, the Company will pay Mr~~2.02 ~~Connolly~~- aResults ~~salary~~ of ~~(a)~~Operations ~~$100,000 for the~~and ~~period~~Financial ~~November 8~~Condition,” ~~2011~~including tothe ~~December~~exhibit 7,attached ~~2011~~hereto, ~~and~~is ~~(b)~~intended ~~$50,000~~to ~~per~~be ~~month~~furnished ~~during~~and ~~the~~shall ~~period~~not ~~December~~be 8,deemed ~~2011~~“filed” tofor ~~April~~purposes 7,of ~~2012.~~Section 18 ~~Additionally,~~of the ~~Company~~Securities ~~will~~Exchange ~~grant~~Act ~~Mr. Connolly a separate award~~ of ~~240~~1934,~~385~~ ~~Restricted~~as ~~Stock Units (“RSUs”) on November 8~~amended, ~~2011~~nor ~~and~~shall ~~approximately~~it ~~120,192~~be ~~RSUs~~deemed incorporated onby ~~the~~reference ~~eighth~~into ~~(8th)~~any ~~day~~filing ofunder ~~each month during~~ the ~~period~~Securities ~~beginning~~Act onof ~~December 8~~1933, ~~2011~~as ~~and ending on April 7~~amended, ~~2012.~~except ~~Each~~as ~~RSU~~shall ~~award will~~ be ~~subject~~expressly toset ~~the~~forth ~~terms~~by ~~and~~specific ~~conditions~~reference ~~of the Company’s 2000 Stock Incentive Plan and will vest~~ in ~~full on the one-month anniversary of~~ such ~~grant~~filing.

Pursuant to Mr. Connolly’s arrangement with Bain Capital Ventures (“BCV”), the value of Mr. Connolly’s cash compensation from the Company will be offset against his compensation from BCV, and Mr. Connolly will be transferring the value of his RSU Awards to BCV. Jeffrey R. Crisan and Michael A. Krupka are directors of the Company and General Partners of BCV.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

ExhibitNo.		Description
10.1		Amendment to Letter Agreement by and between the Company and John M. Connolly dated November 2, 2011
99.1		Press Release dated November 9, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE PRINCETON REVIEW, INC.
Dated: November 8, 2011
Dated: November 9, 2011
	/s/ Kyle A. Bettigole
	Name:	Kyle A. Bettigole
	Title:	SVP, General Counsel ~~and~~& Secretary

EXHIBIT INDEX

ExhibitNo.		Description
10.1		Amendment to Letter Agreement by and between the Company and John M. Connolly dated November 2, 2011
99.1		Press Release dated November 9, 2011.

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