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Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-100736

Explanatory Note

This prospectus refiles the prospectus dated November 12, 2002, originally filed with the Securities and Exchange Commission by The Advisory Board Company on November 13, 2002 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, relating to the offering of 3,750,000 shares of common stock of The Advisory Board Company.

This prospectus is being filed for the sole purpose of removing BUCKMAN, BUCKMAN & REID, INC. from list of underwriters under the heading “Underwriting” on page 59 of the prospectus and substituting in its place Buckingham Research Group Incorporated. Except for the forgoing change, this prospectus is the same as the prospectus previously filed by The Advisory Board Company on November 13, 2002 pursuant to Rule 424(b)(4).

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3,750,000 Shares

Common Stock

         All of the shares of common stock offered hereby are being offered by the selling stockholders. We will not directly receive any of the proceeds from the sale of shares of common stock by the selling stockholders. Since a number of the shares being offered will be issued upon the exercise of currently outstanding stock options, we will receive $19.7 million from the selling stockholders in payment of their option exercise prices. If the underwriters fully exercise their over-allotment option, we will receive an additional $1.0 million from the selling stockholders in payment of additional option exercise prices.

      Our common stock is listed on the Nasdaq National Market under the symbol “ABCO.” On November 12, 2002, the last reported sale price of our common stock was $29.34 per share.

      The underwriters have an option to purchase a maximum of 562,500 additional shares of common stock from certain selling stockholders to cover over-allotments of shares.

      Investing in our common stock involves risks. See “Risk Factors” beginning on page 8.

      Delivery of the shares of common stock will be made on or about November 18, 2002.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Joint Book-Running Managers

UBS Warburg

The date of this prospectus is November 12, 2002

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[INSIDE THE FRONT COVER IS A ONE PAGE PICTURE OF COLUMNS WITH THE FOLLOWING QUOTE BY THOMAS JEFFERSON: “KNOWLEDGE IS POWER” AND A TWO PAGE FOLD OUT PICTURE OF COLUMNS WITH THE PHRASE “IN SEARCH OF EXCEPTIONAL PRACTICES” AT THE TOP AND A BRIEF DESCRIPTION OF OUR CORPORATE BELIEFS AT THE BOTTOM. A THREE PAGE LIST OF 1,600 CURRENT MEMBER COMPANIES OVERLAID ON A PICTURE OF COLUMNS AND THE COMPANY LOGO IS INSIDE THE BACK COVER]

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      You should rely only on the information contained in this document. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

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PROSPECTUS SUMMARY

      This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider before deciding to invest in our common stock. We urge you to read this entire prospectus carefully, including the “Risk Factors” section and our financial statements and the notes to those statements. Unless otherwise indicated, information presented in this prospectus assumes no exercise of the underwriters’ over-allotment option. Our fiscal year ends on March 31. References to fiscal 2000, fiscal 2001, fiscal 2002 and fiscal 2003 in this prospectus relate to the fiscal years ended March 31, 2000, March 31, 2001, March 31, 2002 and March 31, 2003, respectively.

The Advisory Board Company

      We provide best practices research and analysis, focusing on business strategy, operations and general management issues, to more than 2,100 hospitals, health systems, pharmaceutical and biotech companies, health care insurers and medical device companies in the United States. Best practices research identifies, analyzes and describes specific management initiatives, strategies and processes that produce the best results in solving common problems or challenges.

      We offer our research and analysis through discrete annual programs on a subscription or “membership” basis. For a fixed annual fee, members of each program have access to an integrated set of services such as best practices research studies, executive education seminars, customized research briefs and web-based access to the program’s content database and decision support tools.

      We currently offer 16 distinct programs, each of which targets the issues of a specific executive constituency or business function. We sell substantially all of our program memberships as one-year agreements. Each program offers a standardized set of services, allowing us to spread the largely fixed-cost structure of a program across that program’s membership base of participating companies. This economic model enables us to increase our revenues and operating margin as we expand the membership base of a program and, we believe, permits members to learn about industry best practices at a fraction of the cost of a customized analysis performed by a major consulting firm. We believe that the resulting program prices generally represent a small percentage of the potential bottom-line improvement members can achieve by successfully implementing one or more of the dozens of best practices presented to members of a particular program.

      The health care industry is especially suited for our business model of developing standardized best practices programs that target large numbers of potential members with common problems and issues. The fragmented nature of the health care industry and our cooperative membership model enable us to identify new best practices that are not widely known and distribute them broadly to our members. Our programs provide access to best practices on a shared-cost basis that, we believe, is especially appealing to health care companies.

      Our business was founded in 1979 to provide best practices research and analysis across all industries. We launched our first health care best practices program in 1986. Almost all of our new program development efforts from fiscal 1996 through fiscal 1999 were targeted outside the health care sector as we focused on developing a division of our company, The Corporate Executive Board Company. After we divested our non-health care operations through the spin-off and 1999 initial public offering of The Corporate Executive Board Company, we adopted a growth strategy for our health care business.

      Since April 2000, we have increased the total number of programs we offer from six to 16 and more than doubled the size of our sales force. The results of this growth strategy are demonstrated by our recent operating results. For fiscal 2002, our revenues grew 27.1% from the prior fiscal year to $81.0 million and our income from operations was $10.9 million. For the six months ended September 30, 2002, our revenues grew 24.1% from the same period in the prior year and our income from operations was $10.7 million. We will continue to cross-sell our 16 current programs to existing members and develop new programs targeting the health care industry as part of our growth strategy to increase our revenues and earnings.

      In November 2001, we completed an initial public offering in which our founder sold 5,750,000 shares of our common stock. We did not receive any proceeds from that offering.

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Our Membership Model

      Our membership-based model, in which members actively participate in our research and analysis, is central to our strategy. This model gives us privileged access to our members’ business practices, proprietary data and strategic plans and enables us to provide detailed best practices analyses on current industry issues. Our member renewal rate for each of the last five years equaled or exceeded 85%, reflecting our members’ recognition of the value they derive from participating in our programs.

      Our membership includes the most prestigious and progressive health care institutions in the United States. As of September 30, 2002, all 17 of the top hospitals as ranked by U.S. News and World Report were members, including The Cleveland Clinic, Duke University Medical Center, Johns Hopkins Hospital, Massachusetts General Hospital, New York-Presbyterian Hospital and the UCLA Medical Center. Our membership also includes leading pharmaceutical and biotech companies, health care insurers and medical device companies, such as Genentech, Johnson & Johnson, Medtronic, Merck and WellPoint Health Networks. Our programs currently reach over 3,900 chief executive and chief operating officers and 40,000 senior executives, clinical leaders, department heads and product-line managers.

Our Business Strategy

      Our business strategy is to develop and operate membership-based best practices programs that research and analyze the strategic, operational and management issues facing the health care industry and to distribute our findings to our members in a standardized manner. Key elements of our business strategy include:

	•	Capitalizing on our membership-based business model;
	•	Continuing to focus on researching best practices within the health care industry;
	•	Leveraging our research and relationships to offer best practices installation support to our members;
	•	Scaling our largely fixed-cost economic model;
	•	Continuing to provide excellence in research and analysis; and
	•	Delivering a compelling value proposition while maintaining a high member renewal rate.

Principal Executive Offices

      Our principal executive offices are located at The Watergate, 600 New Hampshire Avenue, NW, Washington, DC 20037. Our telephone number at that address is (202) 672-5600.

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The Offering

	•	562,500 shares issuable upon the exercise of the underwriters’ over-allotment option;
	•	9,756,236 shares issuable upon the exercise of stock options outstanding as of September 30, 2002 that will not be exercised by the selling stockholders prior to the offering, at a weighted average exercise price of $8.43 per share (giving effect to the tax benefit related to the exercise of these non-qualified options using the treasury stock method results in an effective weighted average exercise price of $17.42 per share);

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	•	2,523,492 additional shares that we may issue under our stock option plans as of September 30, 2002; and
	•	835,338 shares that we may issue under our employee stock purchase plan as of September 30, 2002.

Risk Factors

      See “Risk Factors” beginning on page 8 for a discussion of material risks that prospective purchasers of our common stock should consider.

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Summary Financial and Operating Data

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	•	The issuance of shares of common stock to be sold in the offering upon the exercise of stock options.
	•	Receipt of $19.7 million from the selling stockholders in payment of their option exercise prices.
	•	The tax effects of the exercise of stock options in connection with the offering. See “Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Exercise of Certain Options” for a discussion of the financial statement impact of the exercise of these options.

(8)	The working capital deficit and the total stockholders’ deficit are attributable to subchapter S distributions we made prior to our initial public offering to our then existing stockholders.
(9)	For the fiscal year ended at that date. Adjusted to exclude the special compensation arrangements and affiliate company charges discussed in notes 1 and 3 above.

(10)	The percentage of member institutions at the beginning of a fiscal year that hold one or more memberships in any of our programs at the beginning of the next fiscal year, adjusted to reflect mergers, acquisitions or different affiliations of members that result in changes of control over individual institutions.
(11)	The aggregate annualized revenue attributed to all agreements in effect at a given point in time, without regard to the initial term or remaining duration of any such agreement.
(12)	Total contract value divided by the number of members.

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Quarterly Operating Results

(5)	The aggregate annualized revenue attributed to all agreements in effect at a given point in time, without regard to the initial term or remaining duration of any such agreement.

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RISK FACTORS

      In addition to the other information in this prospectus, you should consider carefully the following risk factors in evaluating us and our business before purchasing shares of our common stock.

Risks Relating to Our Business

Our business is limited to the health care industry

      We derive substantially all of our revenues from clients in the health care industry and, until January 1, 2007, are prohibited by an agreement with The Corporate Executive Board Company from selling our membership-based programs to companies and institutions principally engaged in businesses other than health care. See “Certain Relationships and Transactions — Agreements with The Corporate Executive Board Company” for a more detailed discussion of this agreement.

      As a result, our business, financial condition and results of operations depend upon conditions affecting the health care industry generally and hospitals and health systems particularly. Our ability to grow will depend upon the growth of the health care industry generally as well as our ability to increase the number of programs and services that we sell to our members. Factors that adversely affect the revenues and cash flows of the health care industry, including operating results, capital requirements, regulation and litigation, can be expected to reduce the funds available for purchase of our products and services.

We depend on renewals of our membership-based services

      We derive most of our revenues from renewable memberships in our discrete annual programs. Our prospects therefore depend on our ability to achieve and sustain high renewal rates on existing programs and to enter into new membership arrangements. Failure to achieve high renewal rates would have a material adverse effect on our business, financial condition and operating results. Our success in securing renewals depends upon our ability to deliver consistent, high-quality and timely research and analysis with respect to issues, developments and trends that members view as important. We cannot assure you that we will be able to sustain the level of performance necessary to achieve a high rate of renewals and, as a result, we cannot assure you that we will be able to increase or even maintain our revenues.

We may experience difficulties building and sustaining a membership base in our new programs

      Since April 2000, we have increased the number of programs we offer from six to 16. Our future success depends on our ability to capitalize on these recently introduced programs. Six of our programs offer best practices installation support, which we began to offer in fiscal 2001. These programs provide 12-month memberships to help participants accelerate the installation of best practices profiled in our research studies. Memberships in these six programs are not individually renewable. In order to maintain our annual revenues and contract value from these six programs, we will have to enroll new members each year as other members complete their 12-month program terms. We cannot assure you that we will be successful in selling these new programs in the future. Lack of market acceptance of these new programs could have a material adverse effect on our business.

Programs we launch in the future may not be successful

      Our future success depends on our ability to develop new programs that serve specific health care constituencies and the changing needs of our current and prospective members for information, analysis and advice. We cannot assure you that our efforts to introduce new programs will be successful. Delays or failures during development or implementation, or lack of market acceptance, of new programs could have a material adverse effect on our business. Our business would be materially adversely affected if we were unable to develop and introduce successful new programs or other new services, or to make enhancements to existing programs, in a timely manner in response to member requirements.

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We may experience difficulties in anticipating market trends

      Our future success depends upon our ability to anticipate changing market trends and to adapt our research and analysis to meet the changing information and installation support needs of our members. We may not be able to provide helpful and timely research and analysis of developments and trends in a manner that meets market needs. Any such failure would have a material adverse effect on our business. The health care industry undergoes frequent and often dramatic changes, including the introduction of new and the obsolescence of old payments systems, changing regulatory environments, shifting strategies and market positions of major industry participants and changing objectives and expectations of health care consumers. This environment of rapid and continuous change presents significant challenges to our ability to provide our members with current and timely research, analysis and installation support on issues and topics of importance. Meeting these challenges requires the commitment of substantial resources. We cannot assure you that we will be able to meet these challenges.

Consolidation in the health care industry could adversely affect our business

      Many health care providers, insurers, medical device companies and pharmaceutical companies have consolidated to create larger organizations. Further consolidation could reduce the number of current and potential clients for our services. A reduction in the size of our target market could have a material adverse effect on our business.

      The larger organizations resulting from consolidation in the health care industry could have greater bargaining power, which could affect the current pricing structure for our services. In addition, group purchasing organizations and managed care organizations could increase pressure on providers of health care related services, like ourselves, to reduce prices. Our failure to maintain adequate pricing levels could have a material adverse effect on our business.

We must attract and retain a significant number of highly skilled employees

      Our future success depends upon our ability to hire, train, motivate and retain a significant number of highly skilled employees, particularly research analysts and sales and marketing staff. Our inability to do so would have a material adverse effect on our business. We have experienced, and expect to continue to experience, intense competition for professional personnel from management consulting firms and other producers of research and analysis services. Many of these firms have substantially greater financial resources than we do to attract and compensate qualified personnel. We cannot assure you that we will be successful in attracting a sufficient number of highly skilled employees in the future, or that we will be successful in training, motivating and retaining the employees we are able to hire.

Potential liability claims may adversely affect our business

      Our services, which involve recommendations and advice to health care providers regarding complex business and operational processes, regulatory and compliance issues and labor practices, may give rise to liability claims by our members or by third parties who bring claims against our members and us. Health care providers increasingly are the subject of litigation, and we cannot assure you that we would not also be the subject of such litigation based on our advice and services. A successful liability claim brought against us may adversely affect our reputation in the health care industry and could have a material adverse effect on our business, financial condition and results of operations. We cannot assure you that we would have adequate insurance coverage for claims against us.

Cost containment pressures on health care providers may adversely affect our business

      Health care providers have come under increasing pressure to contain operating costs in response to changes in reimbursement rates and increases in labor costs driven by workforce shortages. Health care financing entities, such as Medicare, Medicaid and private health plans, periodically adjust reimbursement rates to health care providers in response to changes in government legislation or market pressure to slow the growth of health care costs. As a result, health care providers may pressure professional information services companies to lower

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The expiration of our noncompetition agreement with The Corporate Executive Board Company may adversely affect our business

      We have a noncompetition agreement with The Corporate Executive Board Company which generally prohibits The Corporate Executive Board Company from selling any membership-based products and services to health care providers. Additionally, The Corporate Executive Board Company is prohibited from selling such products and services to other types of health care organizations unless the products and services are of a general business nature and are principally sold to companies and institutions not in the health care industry. This agreement ends on January 1, 2007. After that date, The Corporate Executive Board Company may sell membership-based products and services in direct competition with us. Direct competition with The Corporate Executive Board Company may have a material adverse effect on our revenues. See “Certain Relationships and Transactions — Agreements with The Corporate Executive Board Company” for a more detailed discussion of this noncompetition agreement.

Regulatory change in our market may adversely affect our business

      Changing political, economic and regulatory influences on health care providers could have a material adverse effect on our business, financial condition and results of operations. These influences affect the purchasing practices and operations of health care organizations. Federal and state legislatures periodically have considered programs to reform or amend the United States health care system at both the federal and state level. These efforts could adversely affect our members by resulting in lower reimbursement rates for health care providers, which could change the environment in which providers operate and reduce the willingness or ability of our members to renew or pay for our products and services.

We may have difficulty managing our growth

      Our growth may place significant demands on our financial, operational and managerial resources. To manage future growth, we will have to continue to implement and enhance our operations and financial systems and augment, train and manage our personnel. Our inability to manage our growth successfully would have a material adverse effect on our business, financial condition and results of operations.

We may be unable to protect our intellectual property rights

      We rely on copyright laws, as well as nondisclosure and confidentiality arrangements, to protect our proprietary rights in our products and services. We cannot assure you that the steps we have taken to protect our intellectual property rights will be adequate to deter misappropriation of our rights or that we will be able to detect unauthorized uses and take timely and effective steps to enforce our rights. If unauthorized uses of our proprietary products and services were to occur, we might be required to engage in costly and time-consuming litigation to enforce our rights. We cannot assure you that we would prevail in such litigation. If others were able to use our intellectual property, our ability to charge fees for our services would be adversely affected.

We may be exposed to litigation related to content

      As a publisher and distributor of original research and analysis and user of licensed third-party content, we face potential liability for defamation, negligence and copyright and trademark infringement. Any such litigation, whether or not resulting in a judgment against us, could have a material adverse effect on our business, financial condition and results of operations. Third-party content includes information created or provided by information services organizations and consultants whom we retain and may be delivered in writing, over the Internet or orally to our members.

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We may face damage to our professional reputation or legal liability if our clients are not satisfied with our services

      As a provider of best practices research and analysis, our professional reputation is an important factor in attracting and retaining our members and in building relationships with the progressive health care companies that supply many of the best practices we feature in our research. If members were to become dissatisfied with the quality of our best practices research and the services we provide, our professional reputation could be damaged. If we fail to meet our contractual obligations, we could be subject to legal liability or loss of client relationships.

There may be risks related to our prior use of Arthur Andersen LLP as our independent auditors

      On June 7, 2002, we dismissed Arthur Andersen LLP and engaged Ernst & Young LLP as our independent auditors. The audited financial statements and schedules as of March 31, 2000 and 2001 and for each of the two years in the period ended March 31, 2001 included in this prospectus have been audited by Arthur Andersen LLP. Prior to the date of the registration statement of which this prospectus is a part, the Arthur Andersen LLP personnel who were responsible for the audit of our financial statements resigned from Arthur Andersen LLP. As a result, after reasonable efforts, we have been unable to obtain Arthur Andersen LLP’s written consent to the inclusion of its audit reports with respect to those financial statements in this registration statement. Under these circumstances, Rule 437a under the Securities Act of 1933 permits us to dispense with the requirement to file their consent. Since Arthur Andersen LLP has not consented to the inclusion of their report in this prospectus, you may not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act of 1933 for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen LLP or any omissions to state a material fact required to be stated therein.

      In addition, the recent conviction of Arthur Andersen LLP on federal obstruction of justice charges may adversely affect Arthur Andersen LLP’s ability to satisfy any claims arising from the provision of auditing services to us, including claims that may arise out of Arthur Andersen LLP’s audit of our financial statements included in this prospectus.

      Arthur Andersen LLP’s conviction on federal obstruction of justice charges also may impede our access to the capital markets after completion of this offering. Should we seek to access the public capital markets after we complete this offering, SEC rules will require us to include or incorporate by reference in any prospectus three years of audited financial statements. If the SEC ceases accepting financial statements audited by Arthur Andersen LLP, we could be unable to access the public capital markets until Ernst & Young LLP, our current independent auditors, or another independent accounting firm, is able to audit the financial statements originally audited by Arthur Andersen LLP. Any delay or inability to access the public capital markets caused by these circumstances could have a material adverse effect on our business prospects.

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SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

      We have made forward-looking statements in this prospectus, including the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, the effects of future regulation and the effects of competition.

      Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates” or similar expressions. Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not put undue reliance on any forward-looking statements. We do not have any intention or obligation to update forward-looking statements after we distribute this prospectus.

      You should understand that many important factors, in addition to those discussed elsewhere in this prospectus, could cause our results to differ materially from those expressed in forward-looking statements. These factors include our dependence on the health care industry, our membership-based business model, economic and other conditions in the markets in which we operate and governmental regulations.

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USE OF PROCEEDS

      The selling stockholders are selling all of the shares of common stock being sold in the offering, including any shares sold on exercise of the underwriters’ over-allotment option. We will not directly receive any proceeds from the offering. Since a number of the shares being offered will be issued upon the exercise of currently outstanding stock options, we will receive $19.7 million from the selling stockholders in payment of their option exercise prices. If the underwriters fully exercise their over-allotment option, we will receive an additional $1.0 million from the selling stockholders in payment of the additional option exercise prices. We will use these funds for general corporate purposes.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

      Our common stock has been quoted on the Nasdaq National Market under the symbol “ABCO” since our initial public offering on November 12, 2001. As of September 30, 2002, there were 10 stockholders of record of the common stock. The following table sets forth, for the periods indicated, the high and low sales prices per share of our common stock as reported on the Nasdaq National Market.

      On November 12, 2002, the closing price per share of our common stock as reported on the Nasdaq National Market was $29.34.

      We have not declared or paid any cash dividend on our common stock since the closing of our initial public offering. Prior to our initial public offering, while we were treated as an S corporation for federal income tax purposes, we made cash distributions to our stockholders of $16,000 in fiscal 2001 and $15.9 million in fiscal 2002. In addition, we made noncash distributions of $13.0 million to our stockholders in connection with our initial public offering.

      We do not anticipate declaring or paying any cash dividends in the foreseeable future. The timing and amount of future cash dividends, if any, would be determined by our Board of Directors and would depend upon our earnings, financial condition and cash requirements.

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CAPITALIZATION

      The following table sets forth our capitalization at September 30, 2002 on an actual basis and as adjusted to give effect to the exercise of certain stock options in connection with the offering. You should read this table in conjunction with the financial statements and notes to the financial statements included elsewhere in this prospectus.

(1)

Gives effect to (i) the exercise of options granted under our 1997 and 2001 stock-based incentive compensation plans to purchase 2,435,966 shares of our common stock, which shares will be sold in the offering, and (ii) the tax effects of the exercise of stock options in connection with the offering. See “Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Exercise of Certain Options” for a discussion of the financial statement impact of the exercise of these options. Assumes no exercise of the underwriters’ over-allotment option.

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SELECTED FINANCIAL AND OPERATING DATA

      The following table sets forth selected financial and operating data. The selected financial data presented below as of March 31, 2002, and for the fiscal year then ended have been derived from our financial statements which have been audited by Ernst & Young LLP, independent auditors. The selected financial data presented below as of March 31, 1998, 1999, 2000 and 2001 and for the fiscal years then ended have been derived from our financial statements that have been audited by Arthur Andersen LLP, independent public accountants. See “Risk Factors — There may be risks related to our prior use of Arthur Andersen LLP as our independent auditors.” The selected financial data for the six months ended September 30, 2001 and 2002 and the recent operating results for the quarters ended June 30, 2001, September 30, 2001, December 31, 2001, March 31, 2002, June 30, 2002 and September 30, 2002 are derived from our unaudited financial statements and include all adjustments, consisting of normal and recurring adjustments that we consider necessary for a fair presentation of the financial position and results of operations as of and for such periods. Operating results for the six months ended September 30, 2002 are not necessarily indicative of the results that may be expected for fiscal 2003. You should read the selected financial data presented below in conjunction with our financial statements, the notes to our financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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