UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*


                                  PRIMEDIA Inc.
 -------------------------------------------------------------------------------
                                (Name of Issuer)


                          Common Stock, $.01 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    74157K846
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 2008
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

          [_]  Rule 13d-1(b)

          [x]  Rule 13d-1(c)

          [_]  Rule 13d-1(d)

----------


*    The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but  shall be  subject  to all other  provisions  of the Act  (however,
see the Notes).

CUSIP No. 74157K846
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Amber Master Fund (Cayman) SPC

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     0

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     0

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     CO

--------------------------------------------------------------------------------

CUSIP No. 74157K846
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Amber Capital LP

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     0

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     0

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     PN

--------------------------------------------------------------------------------

CUSIP No. 74157K846
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Amber Capital GP LLC

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     0

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     0

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     OO

--------------------------------------------------------------------------------

CUSIP No. 74157K846
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Michel Brogard

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     France

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     0

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     0

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN

--------------------------------------------------------------------------------

CUSIP No. 74157K846
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Joseph Oughourlian

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [-]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     France

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     0

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     0

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN

--------------------------------------------------------------------------------

CUSIP No. 74157K846
          ---------


Item 1(a).  Name of Issuer:

            PRIMEDIA Inc.
            --------------------------------------------------------------------

      (b).  Address of Issuer's Principal Executive Offices:

            3585 Engineering Drive
            Suite 100
            Norcross, Georgia  30092
            --------------------------------------------------------------------

Item 2(a).  Name, Principal Business Address, and Citizenship of Persons Filing:

            Amber Master Fund (Cayman) SPC - Cayman Islands
            P.O. Box 309 GT, Ugland House
            South Church Street
            George Town
            Grand Cayman
            Cayman Islands

            Amber Capital LP - Delaware
            Amber Capital GP LLC - Delaware
            Michel Brogard - France
            Joseph Oughourlian - France
            153 East 53rd St
            57th Floor
            New York, New York 10022
            United States of America
            --------------------------------------------------------------------

      (d).  Title of Class of Securities:

            Common Stock, $.01 par value
            --------------------------------------------------------------------

      (e).  CUSIP Number:

            74157K846
            --------------------------------------------------------------------

Item 3.     If This Statement  is filed  pursuant to ss.240.13d-1(b) or
            240.13d-2(b), or (c), check whether the person filing is a:

     (a) [ ]  Broker or dealer registered under Section 15 of the Exchange Act
              (15 U.S.C. 78c).

     (b) [ ]  Bank as defined in Section 3(a)(6) of the Exchange Act (15
              U.S.C. 78c).

     (c) [ ]  Insurance  company as defined in Section 3(a)(19) of the Exchange
              Act (15 U.S.C. 78c).

     (d) [ ]  Investment  company  registered under Section 8 of the Investment
              Company Act of 1940 (15 U.S.C. 80a-8).

     (e) [ ]  An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E);

     (f) [ ]  An employee  benefit plan or endowment  fund in  accordance  with
              s.240.13d-1(b)(1)(ii)(F);

     (g) [ ]  A parent  holding  company or control  person in accordance  with
              Rule 13d-1(b)(1)(ii)(G);

     (h) [ ]  A savings  association  as defined in Section 3(b) of the Federal
              Deposit Insurance Act (12 U.S.C.1813);

     (i) [ ]  A  church  plan  that  is  excluded  from  the  definition  of an
              investment  company  under  Section  3(c)(14)  of the  Investment
              Company Act of 1940 (15 U.S.C. 80a-3);

     (j) [ ]  Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

             Amber Master Fund (Cayman) SPC - 0
             Amber Capital LP - 0
             Amber Capital GP LLC - 0
             Michel Brogard - 0
             Joseph Oughourlian - 0
          ----------------------------------------------------------------------

     (b)  Percent of class:

             Amber Master Fund (Cayman) SPC - 0%
             Amber Capital LP - 0%
             Amber Capital GP LLC - 0%
             Michel Brogard - 0%
             Joseph Oughourlian - 0%
          ----------------------------------------------------------------------

     (c)  Number of shares as to which the person has:

(i)      Sole power to vote or to direct the vote:

             Amber Master Fund (Cayman) SPC - 0
             Amber Capital LP - 0
             Amber Capital GP LLC- 0
             Michel Brogard - 0
             Joseph Oughourlian - 0

(ii)     Shared power to vote or to direct the vote:

             Amber Master Fund (Cayman) SPC - 0
             Amber Capital LP - 0
             Amber Capital GP LLC - 0
             Michel Brogard - 0
             Joseph Oughourlian - 0

(iii)    Sole power to dispose or to direct the disposition of:

             Amber Master Fund (Cayman) SPC - 0
             Amber Capital LP - 0
             Amber Capital GP LLC- 0
             Michel Brogard - 0
             Joseph Oughourlian - 0

(iv)     Shared power to dispose or to direct the disposition of:

             Amber Master Fund (Cayman) SPC - 0
             Amber Capital LP - 0
             Amber Capital GP LLC - 0
             Michel Brogard - 0
             Joseph Oughourlian - 0

Item 5.  Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].

         -----------------------------------------------------------------------


Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified.  A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

            N/A
         -----------------------------------------------------------------------


Item 7.  Identification and  Classification of the Subsidiary Which Acquired the
         Security  Being  Reported on by the Parent  Holding  Company or Control
         Person.

     If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary.  If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

            N/A
         -----------------------------------------------------------------------


Item 8.  Identification  and  Classification  of Members of the Group.

     If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group.  If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.

            N/A
         -----------------------------------------------------------------------


Item 9.  Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity.  See Item 5.

            N/A
          ----------------------------------------------------------------------


Item 10.  Certification.

     (b)  The  following  certification  shall be included if the  statement  is
          filed pursuant to Rule 13d-1(c):

          By signing  below I certify  that,  to the best of my  knowledge  and
          belief, the securities referred to above were not acquired and are not
          held for the purpose of or with the effect of changing or  influencing
          the control of the issuer of the  securities and were not acquired and
          are not held in connection with or as a participant in any transaction
          having such purpose or effect.

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


Amber Master Fund (Cayman) SPC*
By: Amber Capital LP
By: Amber Capital GP LLC, General Partner

By: /s/ Samuel Jed Rubin
------------------------

Amber Capital LP*
By: Amber Capital GP LLC, General Partner

By: /s/ Samuel Jed Rubin
------------------------

Amber Capital GP LLC*

By: /s/ Samuel Jed Rubin
------------------------

/s/ Michel Brogard*
---------------------
Michel Brogard

/s/ Joseph Oughourlian*
---------------------
Joseph Oughourlian



February 13, 2009

*The Reporting  Persons  disclaim  beneficial  ownership in the shares  reported
herein except to the extent of their pecuniary interest therein.



                                                                     Exhibit A


                                    AGREEMENT

The undersigned agree that this Schedule 13G dated February 13, 2009 relating to
the Common Stock,  $.01 par value of PRIMEDIA  Inc.  shall be filed on behalf of
the undersigned.


Amber Master Fund (Cayman) SPC*
By: Amber Capital LP
By: Amber Capital GP LLC, General Partner

By: /s/ Samuel Jed Rubin
-------------------------

Amber Capital LP*
By: Amber Capital GP LLC, General Partner

By: /s/ Samuel Jed Rubin
-------------------------

Amber Capital GP LLC*

By: /s/ Samuel Jed Rubin
-------------------------

/s/ Michel Brogard*
---------------------
Michel Brogard

/s/ Joseph Oughourlian*
---------------------
Joseph Oughourlian

*The Reporting  Persons  disclaim  beneficial  ownership in the shares  reported
herein except to the extent of their pecuniary interest therein.




SK 25151 0001 960259