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(To Prospectus dated February 25, 2002)

This is a public offering of common stock of The Corporate Executive Board Company. All of the 588,000 shares of our common stock offered by this prospectus supplement are being offered by certain of our stockholders listed in this prospectus supplement. We will not directly receive any of the proceeds from the sale of the shares.

Our common stock is traded on the Nasdaq National Market under the symbol “EXBD.” On March 5, 2003, the last reported sale price of the common stock was $33.01 per share.

Investing in our common stock involves risks. See “Risk Factors” beginning on page S-11 of this prospectus supplement.

Lehman Brothers has agreed to purchase the common stock from the selling stockholders at a price of $32.25 per share, resulting in $18,963,000 in aggregate proceeds to the selling stockholders. Lehman Brothers proposes to offer the common stock offered by this prospectus supplement from time to time for sale in one or more transactions in the over-the-counter market, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to prior sale when, as and if delivered to and accepted by Lehman Brothers. See “Underwriting.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this prospectus supplement or the accompanying prospectus. We have not authorized anyone to provide information different from that contained in this prospectus supplement or the accompanying prospectus. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. You should assume that the information provided by this prospectus supplement and the accompanying prospectus, as well as information filed with the Securities and Exchange Commission and incorporated by reference, is accurate as of its date only, regardless of the time of delivery of this prospectus supplement or of any sale of the common stock.

We provide information to you about this offering of shares of our common stock in: (a) this prospectus supplement, which provides the specific details regarding this offering, and (b) the accompanying base prospectus, which provides general information. Generally, when we refer to this “prospectus,” we are referring to both documents combined. Some of the information in the base prospectus may not apply to this offering. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement.

We have made forward-looking statements in this prospectus supplement, the accompanying prospectus and in the documents incorporated by reference in this prospectus 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 results of operations, business strategies, financing plans, competitive position and potential growth opportunities. 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 file this prospectus supplement and the accompanying prospectus.

You should understand that many important factors, in addition to those discussed or incorporated by reference elsewhere in this prospectus supplement or in the accompanying prospectus, could cause our results to differ materially from those expressed in these forward-looking statements. These factors include:


	•	our dependence on renewals of our membership-based services,

	•	our inability to know in advance if new products will be successful,

	•	difficulties we may experience in anticipating market trends,

	•	our need to attract and retain a significant number of highly skilled employees,

	•	restrictions on selling our products and services to the health care industry,

	•	continued consolidation in the financial institution industry,

	•	fluctuations in operating results,

	•	our potential inability to protect our intellectual property rights,

	•	our potential exposure to litigation related to content,

	•	our potential exposure to loss of revenue resulting from our unconditional service guarantee and

	•	our previous use of Arthur Andersen LLP as our independent auditors.

This summary highlights selected information in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference, but it may not contain all of the information that is important to you. For a better understanding of this offering and our results of operations and financial condition, you should read this entire prospectus supplement, including the “Risk Factors” section, the accompanying prospectus and our financial statements and the notes to our financial statements, which are incorporated by reference in this prospectus supplement. We have adjusted all historical share and per share data in this prospectus supplement to reflect our 2-for-1 stock split in September 2000.

We provide “best practices” research and quantitative analysis focusing on corporate strategy, operations and general management issues. Best practices research supports senior executive decision making by identifying and analyzing specific management initiatives, processes and strategies that have been determined to produce the best results in solving common business problems or challenges.

We provide research and analysis to a membership of over 1,900 of the world’s largest and most prestigious corporations. For a fixed annual fee, members of each research program have access to an integrated set of services, typically including:


	•	best practices research studies,

	•	executive education seminars,

	•	customized research briefs and

	•	Web-based access to the program’s content database and decision support tools.

For each of the last three years, our client renewal rate (defined as the percentage of member institutions renewed, adjusted to reflect reductions in member institutions resulting from mergers and acquisitions of members) and our subscription renewal rate (defined as the percentage of membership subscriptions renewed, adjusted to reflect reductions in membership subscriptions resulting from mergers and acquisitions of members) have equaled or exceeded 90% and 82%, respectively. More than 70% of the Fortune 500 companies are members of The Corporate Executive Board.

Our membership-based model, in which all customers (or “members”) participate in our research and analysis, is central to our business strategy. This model gives us access to the best business practices of our members and enables us to provide comprehensive analysis on current business issues, assessing the collective experiences and knowledge of our members on leading-edge topics. By participating in The Corporate Executive Board, members can learn about the best practices of the most progressive corporations in the world at a fraction of the cost of a customized analysis performed by any of the major consulting firms. We do not believe that in-house research and analysis departments at individual corporations could obtain, at any price, similar information from other corporations about their management practices. In addition, we do not know of any other entity that enables corporations to study a broad range of the best business practices of hundreds of other business enterprises for fixed annual fees.

We offer 23 research programs, each focusing on separate business constituencies within the following practice areas:


	•	human resources,

	•	strategy and research and development,

	•	information technology,

	•	sales and marketing,

	•	finance and legal,

	•	operations and procurement and

	•	financial services.

We added seven new research programs during the past two years and anticipate adding three to four new research programs per year for the next two to three years. Each research program charges a separate fixed annual fee and is served by a dedicated staff of analysts and researchers. Memberships generally are renewable on a 12-month basis. The average price per research program at December 31, 2002, was approximately $33,600.

Our revenues and costs have grown at compound annual rates of 31.9% and 30.4%, respectively, from December 31, 1999 through December 31, 2002. Because each research program provides our membership with standardized best practices research studies and executive education seminars, new members immediately add to our revenues while only incrementally increasing our operating costs. Our growth strategy is to cross-sell additional research programs to existing members, to add new members and to develop new research programs and decision support tools.

We are a Delaware corporation formed in October 1997. We maintain our executive offices in Washington, D.C. at 2000 Pennsylvania Avenue, N.W., Washington, D.C. 20006. Our telephone number is (202) 777-5000.

The number of shares to be outstanding after the offering includes shares issued upon the exercise of options in connection with this offering, but does not include 4,360,248 shares that may be issued upon the future exercise of currently outstanding stock options. The average exercise price of these unexercised options is $28.24 per share. The number of shares to be outstanding after the offering also does not include options under our employee and director option plans that will be granted consistent with prior year grants or shares that may be purchased under our employee stock purchase plan.

See “Risk Factors” beginning on page S-11 of this prospectus supplement for a discussion of material risks that you should consider before purchasing our common stock.


(1)	Prior to our spin-off from The Advisory Board Company in October 1997, The Advisory Board Company entered into agreements with certain employees to repurchase outstanding stock options at fixed amounts. We assumed the obligations under these agreements in the spin-off to the extent they were attributable to our employees. We


	reflect the charges relating to these agreements as stock option repurchase expenses over the required employment period ended December 31, 1998. In addition, we substituted our stock options for The Advisory Board Company stock options in the spin-off. The terms of the stock option substitution resulted in compensation expense being charged for the intrinsic value of certain stock options. We reflect these charges as stock option expenses over the vesting period of the options. After calendar year 2001, we recognized no additional compensation expense related to these substitution agreements. Furthermore, in December 1998, we and our selling stockholder at the time agreed to make certain payments in the aggregate amount of $2.4 million to selected employees under a special bonus plan. We recorded the special bonus plan charge of $2.4 million at the time of the commitment in December 1998.

(2)	For the years ended December 31, 2000, 2001 and 2002, we recognized $1.0 million, $1.1 million and $668,000, respectively, in compensation expense reflecting additional FICA taxes as a result of the taxable income that the employees recognized upon the exercise of non-qualified common stock options, primarily in conjunction with the registered public offerings in February 2000, March and April 2001 and March 2002, respectively.

(3)	Prior to our initial public offering in February 1999, we had elected to be taxed under subchapter S of the Internal Revenue Code. In February 1999, we terminated our S corporation election and became subject to U.S. Federal and state income taxes at prevailing corporate rates. If we had elected to be taxed under subchapter C of the Internal Revenue Code for U.S. Federal and state income tax purposes beginning January 1, 1998 and recorded income tax expense using an annual effective rate of 41.0%, pro forma net income and basic and diluted earnings per share would have been $2.1 million, $0.09 and $0.07, respectively, for 1998, and $10.4 million, $0.39 and $0.32, respectively, for 1999.

(4)	The pro forma data assumes that the exercise by selling stockholders of options to purchase an aggregate of 536,655 shares of common stock to be sold in this offering took place at December 31, 2002. As a result of the exercise of the options to purchase common stock, we would (i) receive a cash payment of $6.9 million representing the aggregate option exercise prices paid by the selling stockholders, (ii) incur additional compensation expense of $83,000 representing FICA taxes that we will become obligated to pay as a result of the taxable income that our employee selling stockholders will recognize upon the exercise of these options and (iii) increase our deferred tax asset by $4.3 million to reflect allowable tax deductions that will be realized in the determination of our future income tax liability and therefore reduce our future income tax payments.

(5)	In January 2003, we launched the HR Measurement Lab, an extension of our model into the human resource performance management arena, bringing the current number of membership programs to 23.

(6)	For the year then ended. Client renewal rate is defined as the percentage of member institutions renewed, adjusted to reflect reductions in member institutions resulting from mergers and acquisitions of members.

(7)	For the year then ended. Subscription renewal rate is defined as the percentage of membership subscriptions renewed for the year, adjusted to reflect reductions in membership subscriptions resulting from mergers and acquisitions of members.

(8)	As of year end. Contract Value is defined as the aggregate annualized revenue attributed to all agreements in effect at a given date without regard to the remaining duration of any such agreement.

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

We derive most of our revenues from annual memberships for our products and services. Our prospects therefore depend on our ability to achieve and sustain high renewal rates on existing research programs and to enter into new membership arrangements. Failure to achieve high membership renewal rate levels would have a material adverse effect on our operating results. Our ability to secure membership 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 necessary level of performance to achieve a high rate of membership renewals. Although we actively market our research programs throughout the year, historically, more than 41% of all renewals have taken place in the fourth quarter of the year.

Our future success will depend on our ability to develop new research programs that address specific industry and business 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 research programs will be successful. The process of internally researching, developing, launching and gaining client acceptance of new research programs is time-consuming, expensive and inherently risky. Delays or failures during development or implementation, or lack of market acceptance of new research programs could have a material adverse effect on our business, financial condition and results of operations. Our business, financial condition and results of operations would be materially adversely affected if we were unable to develop and introduce successful new research programs or other new products or to make enhancements to existing research programs in a timely manner in response to member requirements.

Our future success will also depend upon our ability to anticipate rapidly changing market trends and to adapt our research and analysis to meet the changing information needs of our members. We may fail to continue 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, financial condition and results of operations. The industry and business sectors that we analyze undergo frequent and often dramatic changes, including the introduction of new and the obsolescence of old products, shifting strategies and market positions of major industry participants and changing objectives and expectations of users of members’ products and services. This environment of rapid and continuous change presents significant challenges to our ability to provide our members with current and timely research and analysis on issues of importance. Meeting these challenges requires the commitment of substantial resources.

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

Our future success also will depend 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 products and 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.

We are restricted from selling our products and services to the health care industry.

At the time of our initial public offering, we entered into an agreement with The Advisory Board Company that restricts us from selling our membership-based products and services to companies principally engaged in the health care business, although we may sell such products and services to non-health care divisions or subsidiaries of health care companies. The agreement has been extended through January 1, 2007. This restriction may limit our future growth opportunities.

Continued consolidation in the financial institution industry may adversely impact our business.

A number of our research programs are oriented toward companies in the financial services industry. The financial services industry is continuing to experience substantial consolidation. This consolidation has resulted, and is expected to continue to result, in a reduction in the number of our financial institution members. We cannot assure you that this consolidation will not materially and adversely affect our results of operations. At December 31, 2002, less than 30% of our Contract Value was attributable to financial institution members, which include commercial banks, thrifts, credit unions, credit card issuers, mutual fund companies, consumer credit lenders, brokerage houses, private and trust banks and insurance companies. We calculate Contract Value as the aggregate annualized revenue attributed to all agreements in effect at a given time without regard to the remaining duration of any such agreement.

Our operating results may fluctuate significantly due to various factors, including the growth in and timing of new programs, the timing of the development, introduction and marketing of new products and services, the timing of executive education seminars, the timing of the hiring of research analysts and sales and marketing staff, changes in the spending patterns of our members, our accounts receivable collection experience, changes in market demand for research and analysis, foreign currency exchange rate fluctuations, competitive conditions in the industry and general economic conditions.

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 substantial and material unauthorized uses of our proprietary products and services were to occur, we would 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 our fees for our products and services would be adversely affected.

As a publisher and distributor of original research and analysis and user of 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 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 to clients in writing, over the Internet or orally.

We may be exposed to loss of revenue resulting from our unconditional service guarantee.

We offer an unconditional service guarantee to our members. At any time, a member may request a refund of their membership fee for a research program, which is provided on a pro rata basis relative to

the remaining term of the membership. Requests for refunds of membership fees by a significant number of our members could have a material adverse effect on our financial condition and results of operations.

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

Arthur Andersen LLP (“Andersen”), our former independent public accountants that audited our financial statements for the fiscal years ended December 31, 2000 and 2001, was found guilty by a jury on June 15, 2002 of federal obstruction of justice in connection with the government’s investigation of Enron Corporation. Andersen ceased practicing before the Securities and Exchange Commission (the “SEC”) effective August 31, 2002. It is possible that events arising out of the indictment may adversely affect the ability of Andersen to satisfy any claims arising from its provision of auditing and other services to us, including claims that may arise out of Andersen’s audit of our financial statements. The SEC has said that it will continue accepting financial statements audited or reviewed by Andersen provided that we comply with the applicable rules and orders issued by the SEC in March 2002 for such purpose.

When we seek to access the public capital markets, the SEC’s current rules require the inclusion or incorporation by reference of three years of audited financial statements in any prospectus. These rules would require us to present audited financial statements for one or more fiscal years audited by Andersen until our audited financial statements for the fiscal year ending December 31, 2004 become available in the first quarter of our fiscal year 2005. The SEC recently adopted rules exempting certain issuers filing registration statements under the Securities Act of 1933, as amended (the “Securities Act”), containing financial statements audited by Andersen from having to comply with rules that would also require such issuers to present manually signed reissued accountants’ reports and written consents issued by Andersen. Although we believe that we currently meet the requirements for such exemptions, if the SEC ceases accepting financial statements audited by Andersen pursuant to such exemptions, it is possible that our financial statements for the years ended December 31, 2000 and 2001 audited by Andersen might not satisfy the SEC’s requirements. If this occurs, we would not be able to access the public capital markets unless Ernst & Young LLP, our current independent auditors, or another independent accounting firm is able to audit the financial statements originally audited by Andersen. Any delay or inability to access the public capital markets caused by those circumstances could have a material adverse effect on us.

All of the shares of common stock being sold by this prospectus supplement are being sold by selling stockholders. We will not directly receive any of the proceeds from the sale of the shares by the selling stockholders. Because substantially all of the shares being offered will be issued upon the exercise of currently outstanding stock options, we will receive an aggregate of $6.9 million from the selling stockholders in payment of their option exercise prices. We will use these funds for general corporate purposes.

Our common stock has traded on the Nasdaq National Market under the symbol “EXBD” since our initial public offering on February 23, 1999. The following table sets forth, for the periods indicated, the high and low sales price for our common stock as reported on the Nasdaq National Market.

On March 5, 2003, the last reported sale price of our common stock on the Nasdaq National Market was $33.01 per share. As of March 5, 2003, there were 32 holders of record of our common stock.

We have not declared or paid any dividend on our common stock since the closing of our initial public offering. We do not anticipate declaring or paying dividends in the foreseeable future. The timing and amount of future dividends, if any, would be determined by our Board of Directors and would depend upon our earnings, financial condition and cash requirements.

The following table sets forth our capitalization at December 31, 2002. You should read this table in conjunction with the financial statements and notes to the financial statements incorporated by reference in this prospectus supplement.

The following table sets forth certain information regarding the beneficial ownership of our common stock by the selling stockholders prior to the offering of the shares pursuant to this prospectus supplement, the number of shares offered hereby and the beneficial ownership by the selling stockholders after giving effect to the sale of shares pursuant to this offering. To our knowledge, except under applicable community property laws or as otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares beneficially owned.

We and the selling stockholders have entered into an underwriting agreement with Lehman Brothers, as underwriter, with respect to the shares being offered by this prospectus supplement. Subject to certain conditions, the selling stockholders have agreed to sell to Lehman Brothers, and Lehman Brothers has agreed to purchase from the selling stockholders, the 588,000 shares of common stock offered hereby. The underwriting agreement provides that the obligations of the underwriter are subject to conditions and that the underwriter will purchase all of the shares of common stock offered hereby, if any of these shares are purchased.

Lehman Brothers proposes to offer the shares of common stock offered by this prospectus supplement from time to time for sale in one or more transactions in the over-the-counter market, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to prior sale when, as and if delivered to and accepted by Lehman Brothers. In connection with the sale of the shares of common stock offered by this prospectus supplement, Lehman Brothers may be deemed to have received compensation from the selling stockholders in the form of underwriting discounts. Lehman Brothers may effect these transactions by selling shares to or through dealers, and these dealers may receive compensation in the form of discounts, concessions or commissions from Lehman Brothers and/or the purchasers of the common stock for whom they may act as agents or to whom they sell as principal.

We and the selling stockholders have agreed to indemnify the underwriter against some specified types of liabilities, including liabilities under the Securities Act and to contribute to payments the underwriter may be required to make in respect of these liabilities.

Our expenses of this offering are estimated at $175,000 and are payable by the selling stockholders.

A prospectus in electronic format may be made available on the Internet sites or through other online services maintained by Lehman Brothers and/or selling group members participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter or selling group member, prospective investors may be allowed to place orders online. Lehman Brothers may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by Lehman Brothers on the same basis as other allocations.

Other than the prospectus in electronic format, the information on Lehman Brothers’ or any selling group member’s Web site and any information contained in any other Web site maintained by Lehman Brothers or a selling group member is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or Lehman Brothers or any selling group member in its capacity as underwriter or selling group member and should not be relied upon by investors.

Subject to certain exceptions, we and certain of our stockholders and the selling stockholders have each agreed not to directly or indirectly offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any shares of our capital stock (including shares of capital stock which may be deemed to be beneficially owned in accordance with the rules and regulations of the SEC and shares of capital stock which may be issued upon exercise of a stock option or warrant) or enter into any hedging transaction relating to the capital stock for a period of 45 days after the date of this prospectus supplement, without the prior written consent of Lehman Brothers. This consent may be given at any time without public notice.

In connection with the offering, Lehman Brothers and selling group members may engage in passive market making transactions in our common stock on the Nasdaq National Market in accordance with Rule 103 of Regulation M under the Exchange Act during the period before the commencement of offers or sales of the shares being offered by this prospectus supplement and extending through the completion of distribution. A passive market maker must display its bids at a price not in excess of the highest independent bid of the security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must be lowered when specified purchase limits are exceeded.

Lehman Brothers may engage in over-allotment, stabilizing transactions, syndicate covering transactions, and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of the common stock, in accordance with Regulation M under the Exchange Act:


	•	Over-allotment involves sales by Lehman Brothers of shares in excess of the number of shares Lehman Brothers is obligated to purchase under the underwriting agreement, which creates a syndicate short position. Lehman Brothers may close out any short position by purchasing shares in the open market.

	•	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

	•	Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, Lehman Brothers will consider, among other things, the price of shares available for purchase in the open market. If Lehman Brothers sells more shares than the number of shares it is obligated to purchase under the underwriting agreement, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if Lehman Brothers is concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

	•	Penalty bids permit Lehman Brothers to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the Nasdaq National Market or otherwise and, if commenced, may be discontinued at any time.

Neither we nor Lehman Brothers make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor Lehman Brothers make any representation that Lehman Brothers will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

The validity of the shares of common stock offered by this prospectus supplement will be passed upon for us by Gibson, Dunn & Crutcher LLP, Washington, D.C.

Ernst & Young LLP, independent auditors, have audited our financial statements and schedule included in our Annual Report on Form 10-K for the year ended December 31, 2002, as set forth in their report, which is incorporated by reference in this prospectus supplement. Our financial statements and schedule are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

Our financial statements and schedules as of and for the years ended December 31, 2000 and 2001 incorporated by reference into this prospectus supplement have been audited by Arther Andersen LLP. Arthur Andersen LLP has not reissued its report with respect to those financial statements and schedules and we have not been able to obtain, after reasonable efforts, Arthur Andersen LLP’s written consent to the incorporation in this prospectus supplement of said report. Under these circumstances, Rule 437a under the Securities Act permits us to file this prospectus supplement without a written consent from Arthur Andersen LLP. Since Arthur Andersen LLP has not issued its consent to the incorporation of their report in this prospectus supplement, you may not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act.

The SEC allows us to “incorporate by reference” the information that we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is deemed to be part of this prospectus supplement, except for any information that is superceded by information that is included directly in this prospectus supplement. Information that we subsequently file with the SEC will supersede information in this prospectus supplement and in our other filings with the SEC. We incorporate by reference the documents set forth below, which we already have filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 14 or 15(d) of the Exchange Act, until the selling stockholders have sold all the shares offered by this prospectus:


	•	our Annual Report on Form 10-K for the year ended December 31, 2002 filed with the SEC on February 28, 2003; and

	•	the description of our common stock set forth in our registration statement on Form 8-A filed with the SEC on August 13, 1998.

We will provide you with a copy of any or all of the information that has been incorporated by reference in this prospectus supplement, other than the exhibits to such documents, unless such exhibits specifically are incorporated by reference into the documents that this prospectus supplement incorporates, upon written or oral request and at no cost to you. You may make such requests to the following name, address and telephone number:


	Timothy R. Yost
	The Corporate Executive Board Company
	2000 Pennsylvania Avenue, N.W.
	Washington, D.C. 20006
	Phone: (202) 777-5000

This prospectus relates to the public offering of up to 3,200,000 shares of our common stock by certain stockholders. The selling stockholders may offer and sell the shares in a number of different ways and at varying prices from time to time after the effective date of the registration statement of which this prospectus is a part. The prices at which the stockholders may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. We and the selling stockholders will provide the specific terms of any offering of shares, including the price of the shares, in supplements to this prospectus. You should read this prospectus and each applicable supplement carefully before you invest.

We provide more information about how the selling stockholders may sell the shares in the section entitled “Plan of Distribution” on page 6. We will not receive any of the proceeds from the sale of shares of common stock by the selling stockholders.

Our common stock is listed on the Nasdaq National Market under the symbol “EXBD”. On February 25, 2002, the last reported sale price of our common stock on the Nasdaq National Market was $31.55 per share.

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

This prospectus is part of a registration statement that we filed with the SEC using a “shelf” registration process. Under this shelf registration process, the selling stockholders identified in this prospectus may sell an aggregate of up to 3,200,000 shares of our common stock.

This prospectus provides you with a general description of the common stock that the selling stockholders may sell. Each time any of the selling stockholders uses this prospectus in connection with a sale of the common stock, we and the selling stockholder will provide a prospectus supplement that will contain specific information about the terms of that offering, including the price at which the shares will be offered. The prospectus supplement also may add, update or change information contained in this prospectus, and may contain information concerning the risks of an investment in the common stock. You should read both this prospectus and the prospectus supplement together with additional information described under the caption “Where You Can Find More Information About Us”. The selling stockholders may use this prospectus to sell common stock only if it is accompanied by a prospectus supplement.

We have filed a registration statement on Form S-3 to register these shares with the SEC. This prospectus is part of that registration statement. As allowed by the rules of the SEC, this prospectus does not contain all the information that you can find in the registration statement or the exhibits to the registration statement.

We are subject to the informational requirements of the Securities Exchange Act of 1934 and file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy these reports, statements or other information, including the registration statement of which this prospectus is a part, at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. The materials that we file may be accessed electronically by means of the SEC’s homepage on the Internet at http://www.sec.gov., which contains reports, proxy and information statements and other information regarding registrants, including us, that file electronically with the SEC.

The SEC allows us to “incorporate by reference” into this prospectus and any accompanying prospectus supplement the information that we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is deemed to be part of this prospectus and any accompanying prospectus supplement. Information that we subsequently file with the SEC will supersede information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents set forth below, which we already have filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 14 or 15(d) of the Exchange Act, until the selling stockholders have sold all the shares offered by this prospectus:


	•	our Annual Report on Form 10-K for the year ended December 31, 2001 filed with the SEC on February 21, 2002; and

	•	the description of our common stock set forth in our registration statement on Form 8-A filed with the SEC on August 13, 1998.

We will provide you with a copy of any or all of the information that has been incorporated by reference in this prospectus, other than the exhibits to such documents, unless such exhibits specifically are incorporated by reference into the documents that this prospectus incorporates, upon written or oral request and at no cost to you. You may make such requests to the following name, address and telephone number:


	Clay M. Whitson The Corporate Executive Board Company 2000 Pennsylvania Avenue, N.W. Washington, DC 20006 Phone: (202) 777-5000

You should rely only on the information contained or incorporated by reference in this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information provided by this prospectus or any prospectus supplement is accurate as of any date other than the dates on the front of those documents.

We provide research and analysis to a membership of 1,802 of the world’s largest and most prestigious corporations. For a fixed, annual fee, members of each research program have access to an integrated set of services, including:


	•	best practices research studies,

	•	executive education seminars,

	•	customized research briefs and

	•	web-based access to the program’s content database and decision support tools.

All of the shares of common stock being sold in the offering are being sold by the selling stockholders. We will not directly receive any proceeds from the sale of the common stock. Since a number of the shares being offered will be issued upon the exercise of currently outstanding stock options, we will receive payment from the selling stockholders of their option exercise prices. We will use these funds for general corporate purposes.

The following table sets forth certain information regarding the beneficial ownership of our common stock as of the date of this prospectus with respect to each person who to our knowledge beneficially owns 5% or more of the outstanding shares of common stock, each director and named executive officer, all executive officers and members of the board of directors as a group and the selling stockholders. Because the selling stockholders may sell none, all or a portion of the shares that they hold pursuant to this offering, no meaningful estimate can be given as to the amount of shares that will be held by the selling stockholders after completion of this offering. Except as indicated in the footnotes to the table, the persons named in the table have sole voting and investment power with respect to all shares beneficially owned.


(1)	The information contained in this table reflects “beneficial ownership” as defined in Rule 13d-3 under the Securities Exchange Act of 1934.


(2)	The number of shares and percentages included in these columns are calculated in accordance with Rule 13d-3(d) under the Securities Exchange Act of 1934. Pursuant to that rule, in addition to the issued and outstanding shares beneficially owned, holders are treated as beneficially owning shares that are subject to options that are exercisable within 60 days. For purposes of calculating the percentage of shares owned, the option shares attributed to each holder are deemed to be outstanding for the purpose of calculating the percentage of outstanding common stock owned by that holder, but are not deemed to be outstanding for the purpose of computing the percentage of common stock owned by any other person.

(3)	The percentages included in this column are calculated on a diluted basis, assuming that the shares of common stock not outstanding that are subject to options exercisable within 60 days and held by selling stockholders are deemed to be outstanding for the purpose of calculating the percentage of outstanding common stock owned by the holders.

(4)	Includes shares that may be sold by such holder in this offering that will be issued immediately prior to their sale as a result of the exercise of options. The selling stockholders may offer none, a portion or all of these shares.

(5)	As reported in a Schedule 13G/ A filed on February 13, 2002. The Schedule 13G/ Amendment No. 3 states that The TCW Group, Inc., on behalf of the TCW Business Unit, has shared voting and investment power with respect to the shares.

(6)	As reported in a Schedule 13G filed on February 13, 2002.

We are registering 3,200,000 shares of our common stock under the registration statement of which this prospectus forms a part on behalf of the selling stockholders listed in this prospectus. The selling stockholders will bear all expenses in connection with the registration of the shares of our common stock offered and being sold by this prospectus, as well as all brokerage commissions and similar selling expenses, if any, attributable to sales of the shares. Sales of shares may be effected by the selling stockholders from time to time in one or more types of transactions (which may include block transactions) on the Nasdaq National Market, in the over-the-counter market, in negotiated transactions, or a combination of such methods of sale, at fixed prices which may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. These transactions may or may not involve brokers, dealers, agents or underwriters.


	•	acting as principals for their own account directly;

	•	in ordinary brokerage transactions in which the broker solicits purchasers or executes unsolicited orders;

	•	to brokers, dealers or underwriters in transactions in which the broker, dealer or underwriter acquires the shares as principal and resells the shares into the public market in one or more transactions in any manner permitted by the selling stockholders under this prospectus;

	•	directly or through brokers or agents in private sales at negotiated prices; or

	•	by any other legally available means.

Offers to purchase shares covered by this prospectus also may be solicited by agents designated by the selling stockholders from time to time.

Broker-dealers, agents or underwriters may receive compensation in the form of discounts, concessions or commissions from the selling stockholder and/or the purchasers of shares for whom such broker-dealers, agents or underwriters may act as agents or to whom they sell as principal or both (this compensation to a particular broker-dealer might be in excess of customary commissions). We will identify any such broker-dealers, agents or underwriters, and will disclose their compensation, in an applicable prospectus supplement.

The selling stockholders and any broker-dealers, agents or underwriters that act in connection with the sale of shares might be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. In this case, any commissions received by broker-dealers, agents or underwriters and any profit on the resale of the shares sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act. We and the selling stockholders may agree to indemnify any broker, dealer, agent or underwriter that participates in transactions involving sales of the shares against certain liabilities, including liabilities arising under the Securities Act. We will describe any such indemnification provisions in an applicable prospectus supplement.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with by us and by the selling stockholders.

We will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act upon being notified by a selling stockholder that any material arrangement has been entered into with a broker, dealer, agent or underwriter for the sale of shares. Such supplement will disclose:


	•	the name of each selling stockholder and of any participating broker, dealer, agent or underwriter,

	•	the number of shares involved,


	•	the price at which such shares were sold,

	•	the commissions paid or discounts or concessions allowed to any such broker, dealer, agent or underwriter where applicable,

	•	that, if applicable, any such broker, dealer, agent or underwriter did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and

	•	other facts material to the transaction.

There can be no assurance that the selling stockholders will sell all or any of the shares of common stock offered by this prospectus.

The validity of the shares of common stock offered by this prospectus will be passed upon for us by Gibson, Dunn & Crutcher LLP.

The audited financial statements and schedule incorporated by reference in this prospectus and elsewhere in the Registration Statement to the extent and for the periods indicated in their reports have been audited by Arthur Andersen LLP, independent public accountants, and are incorporated herein in reliance upon the authority of said firm as experts in giving said reports.

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	Page

Prospectus Supplement




About this Prospectus Supplement		S-4




A Note About Forward-Looking Statements		S-4




Prospectus Summary		S-5




Risk Factors		S-11




Use of Proceeds		S-14




Price Range of Common Stock and Dividend Policy		S-14




Capitalization		S-15




Selling Stockholders		S-16




Underwriting		S-17




Legal Matters		S-19




Experts		S-19




Incorporation by Reference		S-19





Prospectus




About this Prospectus		1




Where You Can Find More Information About Us		2




The Corporate Executive Board		3




Use of Proceeds		3




Principal and Selling Stockholders		4




Plan of Distribution		6




Legal Matters		7




Experts		7


Common stock offered by the selling stockholders		588,000 shares

Common stock to be outstanding after the offering		37,726,285 shares

Use of proceeds		We will not directly receive any proceeds from the sale of the common stock. Substantially all of the shares being offered will be issued upon the exercise of currently outstanding stock options. We will receive payment from the selling stockholders of their option exercise prices. We will use these funds for general corporate purposes.

Other effects of stock option exercises		We will incur compensation expense in the quarter in which this sale occurs, reflecting additional Federal Insurance Corporation Act (“FICA”) taxes that we will become obligated to pay as a result of the taxable income that our employees will receive upon exercise of these options. We will incur additional compensation expense for tax reporting purposes, but not for financial reporting purposes, that will increase our deferred tax asset to reflect allowable tax deductions that will be realized in the determination of our income tax liability and therefore reduce our future income tax payments. Although our provision for income taxes for financial reporting purposes will not change, our actual cash payments will be reduced as we utilize our deferred tax asset. As a result of the receipt of cash for the exercise of options, the incurrence of additional compensation expense and the recognition of a deferred tax asset, our stockholders’ equity will increase.

Nasdaq symbol		EXBD



			Year Ended December 31,

			1998		1999		2000		2001		2002


			(In thousands, except per share amounts)




Statements of Income Data:




Revenues			$	53,030	$	70,767	$	95,491	$	128,112	$	162,357




Costs and expenses:




	Cost of services			25,373		28,602		36,094		45,738		56,147




	Member relations and marketing			11,676		15,525		21,236		30,219		40,768




	General and administrative			6,920		8,485		12,021		15,877		17,493




	Depreciation			885		1,318		2,573		4,412		5,456




	Stock option and related expenses(1)(2)			5,342		383		1,371		1,260		668

		Total costs and expenses		50,196		54,313		73,295		97,506		120,532

Income from operations				2,834		16,454		22,196		30,606		41,825




Other income, net				786		1,114		2,263		4,283		6,346

Income before provision for income taxes				3,620		17,568		24,459		34,889		48,171




Provision for income taxes(3)				361		4,322		9,539		13,257		18,570

Net income			$	3,259	$	13,246	$	14,920	$	21,632	$	29,601

Earnings per share — basic(3)			$	0.13	$	0.50	$	0.49	$	0.64	$	0.81




Weighted average shares outstanding — basic				25,009		26,466		30,321		34,003		36,722




Earnings per share — diluted(3)			$	0.11	$	0.41	$	0.43	$	0.59	$	0.79




Weighted average shares outstanding — diluted				29,900		32,054		34,638		36,465		37,671



	December 31,

												Pro
												Forma
	1998			1999		2000		2001		2002		2002(4)


	(In thousands)




Balance Sheet Data:




Cash, cash equivalents and marketable securities	$	16,104		$	33,074	$	69,373	$	132,469	$	225,941	$	232,747




Deferred income taxes		1,438			8,047		31,348		58,520		59,726		64,080




Total assets		48,928			81,764		152,494		257,518		359,581		370,741




Deferred revenues		39,061			55,436		71,281		94,683		121,415		121,415




Total stockholders’ equity (deficit)		(8,147	)		10,846		65,561		143,984		213,357		224,517



	December 31,

	1998		1999		2000		2001		2002

Other Operating Data:




Membership programs(5)		10		12		15		18		22




Member institutions		1,333		1,480		1,745		1,802		1,930




Total membership subscriptions		2,263		2,790		3,543		4,364		5,257




Average subscription per member institution		1.70		1.89		2.03		2.42		2.72




Client renewal rate(6)		90%		90%		90%		90%		90%




Subscription renewal rate(7)		85%		84%		84%		82%		82%




Contract Value (in thousands of dollars)(8)	$	61,180	$	80,633	$	108,542	$	138,474	$	176,533


		High		Low

2001:




	First quarter	$	43.00	$	24.25




	Second quarter		42.24		24.63




	Third quarter		43.60		22.85




	Fourth quarter		39.55		26.00




2002:




	First quarter	$	38.10	$	28.57




	Second quarter		40.20		32.60




	Third quarter		34.68		23.60




	Fourth quarter		35.73		26.70




2003:




	First quarter (through March 5, 2003)	$	34.25	$	27.95


		December 31, 2002


		(In thousands)




Cash, cash equivalents and marketable securities		$	225,941

Preferred stock, par value $0.01; 5,000,000 shares authorized, no shares issued and outstanding			—




Common stock, par value $0.01; 100,000,000 shares authorized, 37,182,846 shares issued and outstanding			372




Additional paid-in-capital			129,846




Retained earnings			77,844




Accumulated elements of comprehensive income			5,295

	Total capitalization	$	213,357



													Total Shares
													Beneficially Owned
		Shares Beneficially							Shares Beneficially				and Subject to
		Owned Prior to the							Owned After the				Options After
		Offering(1)							Offering(1)				Offering(3)
							Number of
Name		Number		Percent			Shares Offered(2)		Number		Percent		Number		Percent

Executive officers and directors:




	Thomas L. Monahan III		115,426		*			35,000		80,426		*		182,926		*




	Derek van Bever		88,445		*			34,250		54,195		*		134,195		*




Other non-executive employees:




	James D. Fenton		124,578		*			104,578		20,000		*		20,000		*




	Matthew S. Olson		88,490		*			72,240		16,250		*		30,000		*




	Pope B. Ward		73,600		*			21,600		52,000		*		82,000		*




	Michael A. Klein		55,850		*			19,250		36,600		*		101,600		*




	Christy Forest		52,224		*			8,000		44,224		*		82,974		*




	Peter Freire		51,250		*			18,750		32,500		*		110,000		*




	Peter Buer		48,500		*			23,500		25,000		*		82,500		*




	Michael P. Kostoff		46,650		*			18,750		27,900		*		90,400		*




	Jerome D. Sorkin		45,250		*			12,564		32,686		*		70,186		*




	Alan B. Landis		35,196		*			11,446		23,750		*		49,250		*




	Bruce Young		34,500		*			17,750		16,750		*		34,250		*




	Conrad Peter Schmidt		31,500		*			15,250		16,250		*		51,250		*




	Timothy Pollard		30,750		*			1,437		29,313		*		54,313		*




	Jonathan Dyke		28,000		*			13,000		15,000		*		43,750		*




	Chris DeConti		26,787		*			2,188		24,599		*		40,599		*




	Peter F. Lauer		25,500		*			11,750		13,750		*		47,500		*




	Other employees (45 persons)		430,308		1.1	%		146,697		283,611		*		891,111		2.1	%




Executive officers and directors as a group (2 persons)			203,871		*			69,250		134,621		*		317,121		*


*	Represents less than 1%

(1)	The information contained in this table reflects “beneficial ownership” as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). The number of shares and percentages included in these columns are calculated in accordance with Rule 13d-3(d) under the Exchange Act. Pursuant to that rule, in addition to the issued and outstanding shares beneficially owned, holders are treated as beneficially owning shares that are subject to options that are exercisable within 60 days. For purposes of calculating the percentage of shares owned, the option shares attributed to each holder are deemed to be outstanding for the purpose of calculating the percentage of outstanding common stock owned by that holder, but are not deemed to be outstanding for the purpose of computing the percentage of common stock owned by any other person.

(2)	Includes shares to be sold by such holder pursuant to this prospectus supplement that will be issued immediately prior to their sale as a result of the exercise of options.

(3)	The number column indicates the number of shares owned after the offering assuming the exercise of all options, whether vested or unvested, without regard to whether or not the options are exercisable within 60 days. Percentages in the percent column are calculated on a diluted basis, assuming that all shares subject to options are deemed to be outstanding, whether vested or unvested and without regard to whether or not the options are exercisable within 60 days. These columns do not include options expected to be issued shortly after the offering.



		Shares Beneficially Owned
		Prior To Offering(1)
										Number of
							Diluted			Shares
Name		Number(2)		Percent(2)			Percent(3)			Offered(4)

James J. McGonigle			469,810		1.3	%		1.2	%		469,810




Robert C. Hall			62,240		*			*			62,240




Nancy J. Karch			—		—			—			—




David W. Kenny			75,240		*			*			75,240




Harold L. Siebert			399,050		1.1			1.0			399,050




Sally Chang			117,858		*			*			117,858




Thomas L. Monahan III			139,916		*			*			139,916




Clay M. Whitson			178,600		*			*			178,600




Derek C. M. van Bever			172,514		*			*			172,514




Other employees:




	James D. Fenton		120,250		*			*			120,250




	Michael P. Kostoff		98,806		*			*			98,806




	Peter Freire		98,490		*			*			98,490




	Christy K. Forest		84,350		*			*			84,350




	William B. McKinnon		76,291		*			*			76,291




	Jerry D. Sorkin		71,660		*			*			71,660




	Scott M. Winslow		66,782		*			*			66,782




	Julie E. Gess		63,526		*			*			63,526




	Pope B. Ward		63,100		*			*			63,100




	Christopher G. Miller		50,522		*			*			50,522




	Elizabeth A. Smith		50,246		*			*			50,246




	Cara A. Walinsky		50,246		*			*			50,246




	Vikram Capoor		49,272		*			*			49,272




	Christopher A. DeConti		49,026		*			*			49,026




	Peter J. Buer		48,960		*			*			48,960




	Peter F. Lauer		47,148		*			*			47,148




	Jessica M. Sweeney		42,452		*			*			42,452




	Bruce M. Young		40,080		*			*			40,080




	Other non-executive employees (135 persons)		560,003		1.6			1.5			413,565




The TCW Group, Inc.(5)			3,443,672		9.9			9.1			—




Pilgrim Baxter & Associates, Ltd.(6)			2,040,100		5.8			5.4			—




All executive officers and directors as a group (9 persons)			1,615,228		4.4			4.2			1,615,228