SecProbe.io

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      September 15, 2005

Via U.S. Mail

John S. Katzman
Chief Executive Officer
The Princeton Review
2315 Broadway
New York, New York

RE:		The Princeton Review
      10-K for the fiscal year ended December 31, 2004
		File No. 000-32469

Dear Mr. Katzman:

      We have limited our review of your Form 10-K to disclosures
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and will make no further review of
the
Form 10-K.  Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues.  At this juncture, we are asking you to provide us with
supplemental information, so that we may better understand your
disclosure.  Please be as detailed as necessary in your response.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General -

We note that you state on page 7 of your10-K that you have
international franchises in, among other places, Syria.  In light
of
the fact that Syria has been identified by the U.S. State
Department
as a state sponsor of terrorism, and is subject to economic
sanctions
administered by the U.S. Treasury Department`s Office of Foreign
Assets Control, please describe for us the extent of the Company`s
operations in Syria; the materiality to the Company of its
operations
in Syria; and your view as to whether those operations constitute
a
material investment risk for your security holders.  In preparing
your response please consider that evaluations of materiality
should
not be based solely on quantitative factors, but should include
consideration of all factors that a reasonable investor would deem
important in making an investment decision, including the
potential
impact of corporate activities upon a company`s reputation and
share
value.  In this regard, we note that legislation requiring
divestment
from, or reporting of interests in, companies that do business
with
U.S.-designated state sponsors of terrorism has been adopted by
Arizona and Louisiana.

You also state on page 7 that, "[w]e intend to continue to expand
our
international presence through the sale, in the next several
years,
of additional franchises, primarily in Asian, Middle Eastern and
South American Markets."  Please advise us whether you have any
current plans, understandings or agreements to sell franchises
into
other countries currently identified by the State Department as
state
sponsors of terrorism.

Closing Comments

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and

the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review.  You may also contact me at (202) 551-3470.

								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Larry Spirgel
		Carlos Pacho
		Terry French
		Division of Corporation Finance

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