UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)


           INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
               RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
                         FILED PURSUANT TO RULE 13d-2(b)
                               (Amendment No. 2)1

                               Varsity Group, Inc.
                                (Name of Issuer)

                         Common Stock, $.0001 par value
                         (Title of Class of Securities)

                                    922281100
                                 (CUSIP Number)

                                December 31, 2002
             (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)











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1 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 on 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 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).








1     Name of Reporting Person/I.R.S. Identification Nos. of Above Persons
      (Entities Only)

      Peter S. Lynch

2     Check the Appropriate Box If a Member of a Group                   (a) |_|
      (See Instructions)                                                 (b) |_|


3     SEC Use Only


4     Citizenship or Place of Organization

      United States of America

                          5         Sole Voting Power
       Number of
         Shares                     710,000
      Beneficially
        Owned by          6         Shared Voting Power
          Each
       Reporting                    695,000
         Person
          With            7         Sole Dispositive Power

                                    710,000

                          8         Shared Dispositive Power

                                    695,000


9     Aggregate Amount Beneficially Owned by Each Reporting Person

      1,405,000

10    Check If the Aggregate Amount in Row (9) Excludes Certain Shares       |_|
      (See Instructions)


11    Percent of Class Represented by Amount in Row (9)

      8.72%

12    Type of Reporting Person (See Instructions)

      IN

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Item 1(a).        Name of issuer:

              Varsity Group, Inc.

Item 1(b).        Address of Issuer's Principal Executive Offices:

              1130 Connecticut Ave., Suite 350, Washington, DC 20036

Item 2(a).        Name of Person Filing:

              Peter S. Lynch

Item 2(b).        Address of Principal Offices or, if None, Residence:

              82 Devonshire Street, S8A, Boston, Massachusetts 02109

Item 2(c).        Citizenship:

              United States of America

Item 2(d).        Title of Class of Securities:

              Common Stock, par value $.01 per share

Item 2(e).        CUSIP Number:

              922281100

Item 3.       If the Statement is being filed pursuant to Rule 13d-1(b) or
              13d-2(b) or (c), check whether the filing person is a:



         (a)   [ ]    Broker or dealer registered under Section 15 of the
                      Exchange Act;

         (b)   [ ]    Bank as defined in Section 3(a)(6) of the Exchange Act;

         (c)   [ ]    Insurance company as defined in Section 3(a)(19) of the
                      Exchange Act;

         (d)   [ ]    Investment company registered under Section 8 of the
                      Investment Company Act;

         (e)   [ ]    An investment adviser in accordance with Rule
                      13d-1(b)(1)(ii)(E);

         (f)   [ ]    An employee benefit plan or endowment fund in accordance
                      with Rule 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;

         (i)   [ ]    A church plan that is excluded from the definition of an
                      investment company under Section 3(c)(14) of the
                      Investment Company Act;

         (j)   [ ]    Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

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Item 4.       Ownership.

     The positions reported herein are stated as of December 31, 2002.

    (a) Amount beneficially owned:         1,405,000 shares

    (b) Percent of class:                      8.72%

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

    (i) Sole power to vote or direct the vote:                    710,000 shares

   (ii) Shared power to vote or direct the vote:                  695,000 shares

  (iii) Sole power to dispose or to direct the disposition of:    710,000 shares

   (iv) Shared power to dispose or to direct the disposition of:  695,000 shares

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 had ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].

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

     The shares identified in Item 4 include shares beneficially owned by Mr.
Lynch's wife (Mrs. Lynch's powers to vote or dispose are treated as if they
belonged to Mr. Lynch for purposes of this statement), shares beneficially owned
in two charitable lead trusts and a charitable remainder trust and shares
beneficially owned in trust for Mr. Lynch's children.

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

     Not applicable.

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

     Not applicable.

Item 9.       Notice of Dissolution of Group.

     Not applicable.

Item 10.      Certification.

     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 that purpose or effect.


                                      -4-




                                    SIGNATURE


     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.

                                       February 12, 2003
                                             (Date)


                                       /s/ Peter S. Lynch
                                             (Signature)


                                         Peter S. Lynch
                                         (Name/Title)



Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)


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