FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2002

                         Commission File Number 1-13722

                          WHITMAN EDUCATION GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

            Florida                                   22-2246554
 -------------------------------                  --------------------
(State or Other Jurisdiction of                   (I.R.S. Employer
 Incorporation or Organization)                    Identification No.)

                  4400 Biscayne Boulevard, Miami, Florida 33137
                  ---------------------------------------------
                    (Address of Principal Executive Offices)

                                 (305) 575-6510
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                Yes X        No _______

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                                Yes_______   No X


     Indicate the number of shares  outstanding  of each of issuer's  classes of
common stock, as of the latest practicable date.

     As of January  24,  2003,  there  were  14,205,867  shares of common  stock
outstanding.



                                       1
<PAGE>



                          WHITMAN EDUCATION GROUP, INC.
                                    Form 10-Q
                                December 31, 2002


                                TABLE OF CONTENTS


                                                                        Page No.
                                                                       ---------
PART I - Financial Information

Item 1.    Financial Statements...................................           3

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations....................          11

Item 4.    Controls and Procedures................................          18

PART II - Other Information

Item 6.    Exhibits and Reports on Form 8-K.......................          19










                                       2
<PAGE>




                         PART I - FINANCIAL INFORMATION


Item 1.    Financial Statements

                 Whitman Education Group, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets

                                                  December 31,        March 31,
                                                      2002              2002
                                                 --------------   --------------
 Assets                                           (Unaudited)
 Current assets:
      Cash and cash equivalents................  $ 18,482,946      $ 14,010,878
      Accounts receivable, net.................    23,908,139        23,425,589
      Inventories..............................     1,960,537         1,633,917
      Deferred tax assets, net.................     2,804,735         3,376,197
      Other current assets.....................     1,570,539         2,273,607
                                                 --------------   --------------
       Total current assets....................    48,726,896        44,720,188
 Property and equipment, net...................    10,865,875        10,804,417
 Deposits and other assets.....................     2,133,825         2,296,002
 Goodwill, net.................................     9,288,622         9,288,622
                                                 --------------   --------------
       Total assets............................  $ 71,015,218      $ 67,109,229
                                                 ==============   ==============

 Liabilities and Stockholders' Equity
 Current liabilities:
      Accounts payable.........................  $  1,731,917      $  1,716,674
      Accrued expenses.........................     7,030,116         6,749,811
      Current portion of capitalized lease
       obligations.............................     1,445,132         1,781,501
      Current portion of capital expenditure
       note payable............................     1,300,000         1,300,000
      Deferred tuition revenue.................    23,295,540        23,269,177
                                                 --------------   --------------
       Total current liabilities...............    34,802,705        34,817,163
 Capitalized lease obligations.................     1,610,056         2,815,136
 Capital expenditure note payable..............     3,683,334         4,658,333
 Deferred tax liability........................     1,292,539         1,091,960
 Stockholders' equity:
      Common stock, no par value; authorized
       100,000,000 shares; issued 14,603,611
       shares at December 31, 2002 and
       14,262,648 shares at March 31, 2002;
       outstanding 14,168,817 shares at
       December 31, 2002 and 13,827,854 shares
       at March 31, 2002.......................    24,198,117        23,198,153
      Additional paid-in capital...............     1,015,307           805,309
      Retained earnings (accumulated deficit)..     4,413,160          (276,825)
                                                 --------------   --------------
      Total stockholders' equity...............    29,626,584        23,726,637
                                                 --------------   --------------
      Total liabilities and stockholders'
       equity..................................  $ 71,015,218      $ 67,109,229
                                                 ==============   ==============




                 See accompanying notes to financial statements.


                                       3
<PAGE>


                 Whitman Education Group, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)


                                                   For the Three Months Ended
                                                          December 31,
                                                 -------------------------------
                                                      2002             2001
                                                 --------------   --------------

Net revenues...................................  $  28,951,285    $  24,369,149

Costs and expenses:
     Instructional and educational support.....     16,615,350       14,770,480
     Selling and promotional...................      3,810,959        3,630,829
     General and administrative................      4,014,508        3,628,924
                                                 --------------   --------------

Total costs and expenses.......................     24,440,817       22,030,233
                                                 --------------   --------------

Income from operations.........................      4,510,468        2,338,916
Other (income) and expenses:
     Interest expense..........................        174,395          215,070
     Interest income...........................        (86,783)         (90,964)
                                                 --------------   --------------

Income before income tax provision.............      4,422,856        2,214,810
Income tax provision...........................      1,813,371          885,924
                                                 --------------   --------------

Net income.....................................  $   2,609,485    $   1,328,886
                                                 ==============   ==============

Net income per share:
     Basic.....................................  $        0.18    $        0.10
                                                 ==============   ==============
     Diluted...................................  $        0.17    $        0.09
                                                 ==============   ==============

Weighted average common shares outstanding:
     Basic.....................................     14,115,424       13,691,976
                                                 ==============   ==============
     Diluted...................................     15,539,072       14,524,031
                                                 ==============   ==============




                 See accompanying notes to financial statements.



                                       4
<PAGE>


                 Whitman Education Group, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)


                                                    For the Nine Months Ended
                                                           December 31,
                                                 -------------------------------
                                                      2002             2001
                                                 --------------   --------------

 Net revenues..................................  $  79,725,097    $  66,271,563

 Costs and expenses:
      Instructional and educational support....     47,833,761       42,546,001
      Selling and promotional..................     11,884,203       10,831,045
      General and administrative...............     11,836,679       10,023,206
                                                 --------------   --------------

 Total costs and expenses......................     71,554,643       63,400,252
                                                 --------------   --------------

 Income from operations........................      8,170,454        2,871,311
 Other (income) and expenses:
      Interest expense.........................        533,645          729,057
      Interest income..........................       (282,685)        (283,646)
                                                 --------------   --------------

 Income before income tax provision............      7,919,494        2,425,900
 Income tax provision..........................      3,229,509          970,360
                                                 --------------   --------------

 Net income....................................  $   4,689,985    $   1,455,540
                                                 ==============   ==============

 Net income per share:
      Basic....................................  $        0.33    $        0.11
                                                 ==============   ==============
      Diluted..................................  $        0.31    $        0.10
                                                 ==============   ==============

 Weighted average common shares outstanding:
      Basic....................................     14,001,368       13,669,833
                                                 ==============   ==============
      Diluted..................................     15,274,727       14,150,767
                                                 ==============   ==============



                 See accompanying notes to financial statements.




                                       5
<PAGE>


                 Whitman Education Group, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                    For the Nine Months Ended
                                                          December 31,
                                                 -------------------------------
                                                      2002             2001
                                                 --------------   --------------
Cash flows from operating activities:
Net income.....................................  $   4,689,985    $   1,455,540
Adjustments to reconcile net income to net
 cash provided by operating activities:
  Depreciation and amortization................      2,651,880        2,868,912
  Bad debt expense.............................      4,168,518        3,530,641
  Deferred tax provision.......................        772,041          776,288
  Changes in operating assets and liabilities:
   Accounts receivable.........................     (4,651,068)        (220,932)
   Inventories.................................       (326,620)        (177,997)
   Other current assets........................        703,068          (87,050)
   Deposits and other assets...................        162,177         (317,417)
   Accounts payable............................         15,243         (623,557)
   Accrued expenses............................        585,575        1,532,123
   Deferred tuition revenue....................         26,363       (1,675,603)
                                                 --------------   --------------
Net cash provided by operating activities......      8,797,162        7,060,948
                                                 --------------   --------------

Cash flows from investing activity:
Purchase of property and equipment.............     (2,667,716)      (1,008,413)
                                                 --------------   --------------
Net cash used in investing activity............     (2,667,716)      (1,008,413)
                                                 --------------   --------------

Cash flows from financing activities:
Proceeds from line of credit and long-term
  debt.........................................              -          163,846
Principal payments on line of credit, long-term
  debt and capital lease obligations...........     (2,562,070)      (3,777,343)
Proceeds from purchases in stock purchase plan
  and exercise of options......................        904,692          166,435
                                                 --------------   --------------
Net cash used in financing activities..........     (1,657,378)      (3,447,062)
                                                 --------------   --------------

Increase in cash and cash equivalents..........      4,472,068        2,605,473
Cash and cash equivalents at beginning of
  year.........................................     14,010,878        5,892,779
                                                 --------------   --------------
Cash and cash equivalents at end of period.....  $  18,482,946    $   8,498,252
                                                 ==============   ==============

Supplemental disclosures of noncash financing
 and investing activities:
Equipment acquired under capital leases........  $      45,622    $     513,108
                                                 ==============   ==============
Value of stock issued for 401(k)employee match.  $     305,270    $           -
                                                 ==============   ==============

Supplemental disclosures of cash flow
 information:
Interest paid..................................  $     533,645    $     729,057
                                                 ==============   ==============
Income taxes paid..............................  $   2,084,368    $       5,000
                                                 ==============   ==============


                 See accompanying notes to financial statements.


                                       6
<PAGE>

                 Whitman Education Group, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)


1.   General

     The accompanying unaudited condensed consolidated financial statements have
been  prepared  in  accordance  with the  instructions  to Form 10-Q and, in the
opinion of management,  include all adjustments, which are of a normal recurring
nature,  necessary  for a  fair  presentation,  in  all  material  respects,  of
financial  position and the results of operations and cash flows for the periods
presented.  However, the financial statements do not include all information and
footnotes  required for a presentation in accordance with accounting  principles
generally accepted in the United States of America. These condensed consolidated
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial statements and the notes thereto included or incorporated by reference
in our Form 10-K for the  fiscal  year  ended  March 31,  2002.  The  results of
operations for the interim periods are not necessarily indicative of the results
of operations to be expected for the full year.

     The  accompanying  financial  statements  include  the  accounts of Whitman
Education Group, Inc., and its wholly-owned  subsidiaries,  Ultrasound Technical
Services,  Inc. ("Ultrasound  Diagnostic Schools"),  Sanford Brown College, Inc.
("Sanford-Brown College") and CTU Corporation ("Colorado Technical University").
All  intercompany  accounts and transactions  have been  eliminated.  Hereafter,
reference to "Whitman" shall include  collectively Whitman Education Group, Inc.
and its operating  subsidiaries,  Ultrasound  Diagnostic Schools,  Sanford-Brown
College and Colorado Technical University.

     Whitman experiences seasonality in its quarterly results of operations as a
result  of  changes  in the  level of  student  enrollment.  New  enrollment  in
Whitman's  schools  tends to be lower in the first and  second  fiscal  quarters
covering the summer months which are  traditionally  associated with recess from
school. Costs are generally not significantly  affected by seasonal factors on a
quarterly basis.  Accordingly,  quarterly variations in net revenues will result
in fluctuations in income from operations on a quarterly basis.




                                       7
<PAGE>



                 Whitman Education Group, Inc. and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)


2.   Earnings Per Share

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share:

                              Three Months Ended           Nine Months Ended
                                  December 31,                December 31,
                            ------------------------    ------------------------
                               2002          2001          2002          2001
                            -----------  -----------    -----------  -----------
Numerator:
Net income................  $ 2,609,485  $ 1,328,886    $ 4,689,985  $ 1,455,540
                            ===========  ===========    ===========  ===========

Denominator:
  Denominator for basic
    earnings per share -
    weighted average
    shares................   14,115,424   13,691,976     14,001,368   13,669,833
Effect of dilutive
securities:
  Employee stock options..    1,423,648      832,055      1,273,359      480,934
                            -----------  -----------    -----------  -----------
  Dilutive potential
    common shares.........    1,423,648      832,055      1,273,359      480,934
                            -----------  -----------    -----------  -----------
  Denominator for diluted
    earnings per share-
    adjusted weighted-
    average shares and
    assumed conversions...   15,539,072   14,524,031     15,274,727   14,150,767
                            ===========  ===========    ===========  ===========

Basic net income per
  share...................  $      0.18  $      0.10    $      0.33  $      0.11
                            ===========  ===========    ===========  ===========
Diluted net income per
  share...................  $      0.17  $      0.09    $      0.31  $      0.10
                            ===========  ===========    ===========  ===========


3.   New Accounting Pronouncements

     In August 2001,  the  Financial  Accounting  Standards  Board (FASB) issued
Statement  of  Financial  Accounting  Standards  No.  144,  "Accounting  for the
Impairment or Disposal of  Long-Lived  Assets"  ("SFAS 144").  SFAS 144 requires
that one  accounting  model be used for  long-lived  assets to be disposed of by
sale and broadens the  presentation of  discontinued  operations to include more
disposal  transactions.  SFAS 144 supercedes FASB Statement No. 121, "Accounting
for the  Impairment of Long-Lived  Assets to Be Disposed Of" and the  accounting
and  reporting  provisions  of APB  Opinion  No. 30,  "Reporting  the Results of
Operations-Reporting  the Effects of  Disposal  of a Segment of a Business,  and
Extraordinary,  Unusual, and Infrequently Occurring Events and Transactions" for
the  disposal of a segment of a business.  The  adoption of SFAS 144,  which was
effective April 1, 2002, did not have an impact on Whitman's  financial position
or results of operations.

     In June 2002, the FASB issued Statement of Financial  Accounting  Standards
No. 146,  "Accounting  for Costs  Associated  with Exit or Disposal  Activities"
("SFAS 146").  SFAS 146 addresses  financial  accounting and reporting for costs
associated  with exit or disposal  activities.  This  statement is effective for
exit or disposal  activities  initiated after December 31, 2002.  Whitman is not
currently  engaged in any significant  exit or disposal  activities and does not
expect the adoption of SFAS 146 to have any impact on its financial  position or
results of operations.



                                       8
<PAGE>

                 Whitman Education Group, Inc. and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)


3.   New Accounting Pronouncements - (Continued)

     In  December  2002,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 148,  "Accounting  for  Stock-Based  Compensation - Transition and
Disclosure"  ("SFAS 148").  SFAS 148 amends FASB Statement No. 123,  "Accounting
for Stock-Based  Compensation"  ("SFAS 123"). In response to a growing number of
companies  announcing  plans to  record  expenses  for the  fair  value of stock
options,  SFAS 148 provides  alternative  methods of transition  for a voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation.  In addition,  SFAS 148 amends the disclosure requirements of SFAS
123 to  require  more  prominent  and more  frequent  disclosures  in  financial
statements  about  the  effects  of  stock-based  compensation.  The  disclosure
provisions  will be effective for Whitman  beginning  with Whitman's year ending
March 31,  2003.  Whitman does not expect this  statement to have a  significant
impact on its financial position or results of operations.


4.   Net Income Per Common Share

     Basic net income per common share is computed  using the  weighted  average
number of common shares  outstanding  during the period.  Diluted net income per
share is  computed  using the  weighted  average  number of  common  and  common
equivalent shares outstanding during the period.


5.   Comprehensive Income

     Whitman  complies with the provisions of Statement of Financial  Accounting
Standards No. 130,  "Reporting  Comprehensive  Income"  ("SFAS  130").  SFAS 130
establishes rules for the reporting and display of comprehensive  income and its
components.  SFAS 130 requires unrealized gains or losses on  available-for-sale
securities  to be included in "other  comprehensive  income." Net income was the
only  component  of  comprehensive  income for the three and nine  months  ended
December 31, 2002 and 2001.


6.   Segment and Related Information

     Whitman  complies with the provisions of Statement of Financial  Accounting
Standards No. 131,  "Disclosures  About  Segments of an  Enterprise  and Related
Information"  ("SFAS  131").  SFAS 131  establishes  standards  for the way that
public business  enterprises  report  information  about  operating  segments in
annual financial  statements and requires that those enterprises report selected
information  about  operating  segments in interim  financial  reports.  It also
establishes  standards  for related  disclosures  about  products and  services,
geographic areas and major customers.




                                       9
<PAGE>


                 Whitman Education Group, Inc. and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)


6.   Segment and Related Information - (Continued)

     Whitman is organized into two reportable  segments,  the University  Degree
Division and the Associate  Degree  Division.  The  University  Degree  Division
primarily  offers  bachelor,  master  and  doctorate  degrees  through  Colorado
Technical  University.  The Associate Degree Division primarily offers associate
degrees  and  diplomas  or  certificates  through   Sanford-Brown   College  and
Ultrasound Diagnostic Schools.

     Whitman's  revenues are not  materially  dependent on a single  customer or
small group of customers.

     Summarized financial  information  concerning Whitman's reportable segments
is shown in the following table:


                       For the Three Months Ended     For the Nine Months Ended
                              December 31,                    December 31,
                      ----------------------------   ---------------------------
                          2002           2001            2002           2001
                      -------------  -------------   -------------  ------------
Net revenues:
 Associate Degree
   Division.........  $ 22,805,797   $ 18,961,395    $ 63,856,914  $ 51,650,238
 University Degree
   Division.........     6,145,488      5,407,754      15,868,183    14,621,325
                      -------------  -------------   ------------- -------------
 Total..............  $ 28,951,285   $ 24,369,149    $ 79,725,097  $ 66,271,563
                      =============  =============   ============= =============

Income (loss) before
income tax provision:
 Associate Degree
   Division.........  $  4,001,881   $  2,324,627    $  9,476,824  $  3,851,871
 University Degree
   Division.........     1,003,520        418,205         145,332       324,834
 Other..............      (582,545)      (528,022)     (1,702,662)   (1,750,805)
                      -------------  -------------   ------------- -------------
 Total..............  $  4,422,856   $  2,214,810    $  7,919,494  $  2,425,900
                      =============  =============   ============= =============


                       December 31,    March 31,
                          2002           2002
                      -------------  -------------
Total assets:
 Associate Degree
   Division.........  $ 58,956,493   $ 52,696,673
 University Degree
   Division.........     7,468,007     10,773,292
 Other..............     4,590,718      3,639,264
                      -------------  -------------
 Total..............  $ 71,015,218   $ 67,109,229
                      =============  =============



                                       10
<PAGE>




Item 2. Management's  Discussion and Analysis
        of Financial Condition and Results of Operations

     The following  discussion and analysis  should be read in conjunction  with
the  consolidated  financial  statements  of Whitman,  the related  notes to the
consolidated  financial  statements and Management's  Discussion and Analysis of
Financial  Condition and Results of Operations  included in Whitman's  Form 10-K
for the year  ended  March 31,  2002 and the  condensed  consolidated  financial
statements  and  the  related  notes  to the  condensed  consolidated  financial
statements  included in Item 1 of this Quarterly Report on Form 10-Q. Except for
the historical  matters  contained  herein,  statements  made in this report are
forward-looking  and are made  pursuant  to the safe  harbor  provisions  of the
Securities  Litigation Reform Act of 1995. Such statements may include,  but are
not limited to, statements regarding our anticipated financial performance,  our
financing  needs,  working capital and operations.  Investors are cautioned that
forward-looking  statements involve risks and uncertainties,  including, but not
limited to, risks and uncertainties  relating to the rate of student  enrollment
growth,  the effect of, and our and our  accrediting  bodies'  ability to comply
with,  state  and  federal  government   regulations   regarding  education  and
accreditation standards, or the interpretation or application thereof, the level
of  government  funding for, and our  eligibility  to  participate  in,  student
financial aid programs, our ability to assess and meet the educational needs and
demands  of our  customers  and  their  employers,  the  effect  of  competitive
pressures from other educational institutions, our ability to execute our growth
strategy and manage planned internal growth,  the effect of economic  conditions
in the postsecondary education industry and in the economy generally, the effect
of changes in taxation and other government  regulations,  risks relating to the
recoverability  of our goodwill and the  realization of our deferred tax assets,
and risks and uncertainties  relating to the availability of financing which may
cause our actual results,  performance or achievements to differ materially from
the results  expressed in the  forward-looking  statements  made in this report.
Other  factors  that may affect our future  results  include  certain  economic,
competitive,  governmental,  and other factors discussed in our filings with the
Securities  and  Exchange  Commission.  We  assume no  responsibility  to update
forward-looking statements made herein or otherwise.


Results of Operations

     The  following  table sets  forth the  percentage  relationship  of certain
statement of operations data to net revenues for the periods indicated:

                         For the Three Months Ended    For the Nine Months Ended
                                December 31,                  December 31,
                         ---------------------------   -------------------------
                             2002           2001          2002           2001
                         -------------  ------------   ------------  -----------

Net revenues.........       100.0%         100.0%         100.0%        100.0%
Costs and expenses:
  Instructional and
   educational
   support...........        57.4           60.6           60.0          64.2
  Selling and
   promotional.......        13.1           14.9           14.9          16.4
  General and
   administrative....        13.9           14.9           14.9          15.1
                         -------------  ------------   ------------  -----------
Total costs and
  expenses...........        84.4           90.4           89.8          95.7
                         -------------  ------------   ------------  -----------
Income from
  operations.........        15.6            9.6           10.2           4.3
Other (income) and
  expenses:
  Interest expense...         0.6            0.9            0.7           1.1
  Interest income....        (0.3)          (0.4)          (0.4)         (0.5)
                         -------------  ------------   ------------  -----------
Income before income
  tax provision......        15.3            9.1            9.9           3.7
Income tax provision.         6.3            3.6            4.0           1.5
                         -------------  ------------   ------------  -----------
Net income...........         9.0%           5.5%           5.9%          2.2%
                         =============  ============   ============  ===========



                                       11
<PAGE>


Results of Operations - (Continued)

Three Months Ended December 31, 2002 Compared to Three Months Ended December 31,
2001

     Net revenues increased by $4.6 million,  or 18.8%, to $29.0 million for the
three  months ended  December  31, 2002 from $24.4  million for the three months
ended December 31, 2001. This increase was primarily due to an 11.0% increase in
average student enrollment and an increase in tuition rates.

     The  Associate  Degree  Division  experienced  a 16.3%  increase in average
student  enrollment  and  the  University  Degree  Division  experienced  a 0.2%
decrease in average student  enrollment.  The increase in student  enrollment in
the Associate  Degree Division was primarily due to increased  enrollment in the
medical assisting and medical billing and coding specialist  programs offered at
the  Ultrasound  Diagnostic  Schools and the allied health  programs  offered at
Sanford-Brown  College.  The decrease in student  enrollment  in the  University
Degree  Division was primarily due to a decline in enrollment in the information
technology  programs which was partially  offset by an increase in enrollment in
the business programs offered at Colorado Technical University.  The decrease in
average  student  enrollment in the University  Degree Division was offset by an
increase in the  revenue  earned per student due to an increase in the number of
credit hours taken by students at Colorado Technical University, and an increase
in tuition rates.

     Instructional and educational  support expenses  increased by $1.8 million,
or 12.5%,  to $16.6  million for the three months  ended  December 31, 2002 from
$14.8  million for the three months ended  December 31, 2001. As a percentage of
net revenues,  instructional and educational support expenses decreased to 57.4%
for the three months ended  December 31, 2002 as compared to 60.6% for the three
months ended December 31, 2001. The increase in  instructional  and  educational
support  expenses  was  primarily  due to an  increase  in payroll  and  related
benefits for faculty,  academic  administrators and student support personnel to
support the  increase  in  enrollment  and an increase in the cost of  auxiliary
sales  as a  result  of  the  increase  in  auxiliary  sales.  The  decrease  in
instructional  and educational  support expenses as a percentage of net revenues
was due to our ability to better  leverage  our  instructional  and  educational
support expenses to support an increased revenue base.

     Selling and  promotional  expenses  increased by $0.2 million,  or 5.0%, to
$3.8 million for the three months ended  December 31, 2002 from $3.6 million for
the three months  ended  December 31,  2001.  As a percentage  of net  revenues,
selling and promotional  expenses  decreased to 13.1% for the three months ended
December 31, 2002 as compared to 14.9% for the three  months ended  December 31,
2001. The increase in selling and  promotional  expenses was primarily due to an
increase in payroll and related  benefits for  additional  admissions  personnel
needed to support  the  increase  in  enrollment.  The  decrease  in selling and
promotional  expenses as a percentage  of net revenues was due to our ability to
better leverage such expenses while supporting a growth in revenues.

     General and administrative expenses increased by $0.4 million, or 10.6%, to
$4.0 million for the three months ended  December 31, 2002 from $3.6 million for
the three months  ended  December 31,  2001.  As a percentage  of net  revenues,
general and  administrative  expenses  decreased  to 13.9% for the three  months
ended December 31, 2002 as compared to 14.9% for the three months ended December
31, 2001. The increase in general and administrative  expenses was primarily due
to an increase  in  administrative  payroll  expenses  and  related  benefits to
support the growth in student  population  and an increase in bad debt  expense.
However,  as a percentage of net revenues,  bad debt expense remained consistent
at 4.9% for the three months ended  December 31, 2002 and 2001.  The decrease in
general and  administrative  expenses as a percentage of net revenues was due to
our ability to increase  revenues at a greater rate than the rate of increase in
administrative operating costs.

     We reported income from operations of $4.5 million and $2.3 million for the
three months ended  December 31, 2002 and 2001,  respectively.  This increase in
profitability was primarily due to an increase in income from operations of $1.7
million in the  Associate  Degree  Division and $0.6  million in the  University
Degree Division.


                                       12
<PAGE>

Results of Operations - (Continued)

     We  reported  net income of $2.6  million  and $1.3  million  for the three
months  ended  December  31, 2002 and 2001,  respectively.  The  increase in net
income was  primarily  due to the  increase in  profitability  in the  Associate
Degree Division.

Nine Months Ended  December 31, 2002 Compared to Nine Months Ended  December 31,
2001

     Net revenues increased by $13.4 million, or 20.3%, to $79.7 million for the
nine months ended December 31, 2002 from $66.3 million for the nine months ended
December  31,  2001.  This  increase was  primarily  due to a 10.6%  increase in
average student enrollment and an increase in tuition rates.

     The  Associate  Degree  Division  experienced  a 17.3%  increase in average
student  enrollment  and  the  University  Degree  Division  experienced  a 4.0%
decrease in average student  enrollment.  The increase in student  enrollment in
the Associate  Degree Division was primarily due to increased  enrollment in the
medical assisting and medical billing and coding specialist  programs offered at
the  Ultrasound  Diagnostic  Schools and the allied health  programs  offered at
Sanford-Brown  College.  The decrease in student  enrollment  in the  University
Degree  Division was primarily due to a decline in enrollment in the information
technology  programs which was partially  offset by an increase in enrollment in
the business programs offered at Colorado Technical University.  The decrease in
average  student  enrollment in the University  Degree Division was offset by an
increase in the  revenue  earned per student due to an increase in the number of
credit hours taken by students at Colorado Technical University,  an increase in
tuition rates, and an increase in auxiliary sales.

     Instructional and educational  support expenses  increased by $5.3 million,
or 12.4%,  to $47.8  million for the nine months  ended  December  31, 2002 from
$42.5  million for the nine months ended  December 31, 2001.  As a percentage of
net revenues,  instructional and educational support expenses decreased to 60.0%
for the nine months  ended  December  31, 2002 as compared to 64.2% for the nine
months ended December 31, 2001. The increase in  instructional  and  educational
support  expenses  was  primarily  due to an  increase  in payroll  and  related
benefits for faculty,  academic  administrators and student support personnel to
support the  increase  in  enrollment  and an increase in the cost of  auxiliary
sales  as a  result  of  the  increase  in  auxiliary  sales.  The  decrease  in
instructional  and educational  support expenses as a percentage of net revenues
was due to our ability to better  leverage  our  instructional  and  educational
support expenses to support an increased revenue base.

     Selling and  promotional  expenses  increased by $1.1 million,  or 9.7%, to
$11.9 million for the nine months ended December 31, 2002 from $10.8 million for
the nine months  ended  December  31, 2001.  As a  percentage  of net  revenues,
selling and  promotional  expenses  decreased to 14.9% for the nine months ended
December  31, 2002 as compared to 16.4% for the nine months  ended  December 31,
2001. The increase in selling and  promotional  expenses was primarily due to an
increase in payroll and related benefits for additional admissions personnel and
an  increase  in  advertising  expenses  resulting  from our  marketing  efforts
directed at  increasing  enrollment.  The  decrease  in selling and  promotional
expenses  as a  percentage  of net  revenues  was due to our  ability  to better
leverage such expenses while supporting a growth in revenues.

     General and administrative expenses increased by $1.8 million, or 18.1%, to
$11.8 million for the nine months ended December 31, 2002 from $10.0 million for
the nine months  ended  December  31, 2001.  As a  percentage  of net  revenues,
general and administrative expenses decreased to 14.9% for the nine months ended
December  31, 2002 as compared to 15.1% for the nine months  ended  December 31,
2001. The increase in general and  administrative  expenses was primarily due to
an increase in  administrative  payroll expenses and related benefits to support
the growth in student  population and an increase in bad debt expense.  However,
for the nine months ended December 31, 2002, bad debt expense as a percentage of
net revenues  decreased to 5.2% from 5.3% for the nine months ended December 31,
2001. The decrease in general and administrative expenses as a percentage of net
revenues was due to our ability to increase  revenues at a greater rate than the
rate of increase in administrative operating costs.

                                       13
<PAGE>


Results of Operations - (Continued)


     We reported income from operations of $8.2 million and $2.9 million for the
nine months ended  December 31, 2002 and 2001,  respectively.  This  increase in
profitability was primarily due to an increase in income from operations of $5.6
million  in the  Associate  Degree  Division  which was  partially  offset by an
increase in losses from  operations  of $0.2  million in the  University  Degree
Division.

     We reported net income of $4.7 million and $1.5 million for the nine months
ended December 31, 2002 and 2001,  respectively.  The increase in net income was
primarily due to the increase in profitability in the Associate Degree Division.

Seasonality

     We  experience  seasonality  in our  quarterly  results of  operations as a
result of changes  in the level of student  enrollment.  New  enrollment  in our
schools tends to be lower in the first and second fiscal  quarters  covering the
summer months, which are traditionally associated with recess from school. Costs
are generally not significantly  affected by the seasonal factors on a quarterly
basis.  Accordingly,  quarterly  variations  in  net  revenues  will  result  in
fluctuations in income from operations on a quarterly basis.

Liquidity and Capital Resources

     Cash and cash  equivalents  at  December  31,  2002 and March 31, 2002 were
$18.5  million and $14.0  million,  respectively.  The increase in cash and cash
equivalents  was primarily  due to net income of $4.7 million  generated for the
nine months ended December 31, 2002. Our working  capital  totaled $13.9 million
at December 31, 2002 and $9.9 million at March 31, 2002.

     Net cash of $8.8  million  and $7.1  million  were  provided  by  operating
activities for the nine months ended  December 31, 2002 and 2001,  respectively.
The  increase  in cash  provided by  operating  activities  of $1.7  million was
primarily  due to an increase in net profits of $3.2  million  combined  with an
increase  in  deferred  revenue  which was  partially  offset by an  increase in
accounts receivable.

     Net cash of $2.7 million and $1.0 million were used in investing activities
for the nine months ended December 31, 2002 and 2001, respectively. The net cash
used in investing activities related to the purchase of property and equipment.

     Net cash of $1.7 million and $3.4 million were used in financing activities
for the nine months ended December 31, 2002 and 2001, respectively. The net cash
used in financing activities related to principal payments made on our long-term
debt, line of credit and capital lease obligations net of proceeds received from
such  financings,  and proceeds  received from  purchases in our employee  stock
purchase plan and from the exercise of stock options.  The decrease in cash used
in financing  activities  was primarily due to a decrease of $1.1 million in net
payments on long-term debt and capitalized lease obligations.




                                       14
<PAGE>


Liquidity and Capital Resources - (Continued)


     We have a $3.5 million line of credit which expires on October 31, 2003. At
December 31, 2002, we had no outstanding balance under this facility and letters
of credit  outstanding of $0.6 million,  which reduced the amount  available for
borrowing.

     Our  primary  source  of  operating  liquidity  is the cash  received  from
payments of tuition and fees.  Most students  attending our schools receive some
form of  financial  aid under Title IV Programs.  Approximately  65% of our cash
collections  are from  students  who  received  funds  from  Title IV  Programs.
Disbursements  under each program are subject to  disallowance  and repayment by
the schools. Because a significant percentage of our revenue is derived from the
Title IV Programs,  any  legislative  or  regulatory  action that  significantly
reduces  Title IV Program  funding or the  ability of our schools or students to
participate in the Title IV Programs could have a material adverse effect on our
short-term and long-term liquidity.

     We believe that with our working  capital,  our cash flow from  operations,
and our line of credit, we will have adequate  resources to meet our anticipated
operating requirements for the foreseeable future.


Contractual Obligations and Other Commercial Commitments

     The following summarizes our contractual  obligations at December 31, 2002,
and the effect such  obligations  are expected to have on our liquidity and cash
flow in future periods (in thousands):

                                           Payments Due by Period
                          ------------------------------------------------------
                                      Within                              After
                            Total     1 Year    2-3 Years   4-5 Years    5 Years
                          --------   --------  ----------   ---------- ---------
Note payable              $ 4,983    $ 1,300    $  2,600     $  1,083   $     -
Capital lease obligations   3,055      1,445       1,492          118         -
Operating leases           26,614      5,296       9,404        6,592     5,322
                          --------   --------  ----------   ---------- ---------
                          $34,652    $ 8,041    $ 13,496     $  7,793   $ 5,322
                          ========   ========  ==========   ========== =========

     We have a contractual  commitment  related to a $3.5 million line of credit
which expires on October 31, 2003.  At December 31, 2002, we had no  outstanding
balance under this facility and letters of credit  outstanding  of $0.6 million,
which reduced the amount available for borrowing.



Transactions with Former Management

     We purchase certain textbooks and materials for resale to our students from
an entity  that is 40%  owned by Randy S.  Proto,  our  former  Chief  Operating
Officer and President.  For the nine months ended December 31, 2002 and 2001, we
purchased  approximately $122,000 and $112,000,  respectively,  in textbooks and
materials from that entity.



                                       15
<PAGE>



Critical Accounting Policies and Estimates

     Financial  Reporting  Release No. 60 encourages  all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements. Note 1 to the Consolidated Financial Statements of Whitman
Education  Group,  Inc. for the fiscal year ended March 31, 2002 included in our
Form 10-K as filed  with the  Securities  and  Exchange  Commission  includes  a
summary  of  the  significant  accounting  policies  and  methods  used  in  the
preparation of our Consolidated  Financial Statements.  The following is a brief
discussion of the more significant accounting policies and methods used by us.

     Our  discussions  and analysis of our  financial  condition  and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America. The preparation of these financial statements requires
us to make estimates and assumptions  that affect the reported amounts of assets
and liabilities  and the disclosure of contingent  assets and liabilities at the
date of the  financial  statements  and the  reported  amounts of  revenues  and
expenses  during the  reported  period.  On an on-going  basis,  we evaluate our
estimates,   including  those  related  to  allowance  for  doubtful   accounts,
intangible  assets,  accrued  liabilities,  income and other tax  accruals,  and
contingencies and litigation. We base our estimates on historical experience and
on various  other  assumptions  that are  believed  to be  reasonable  under the
circumstances,  the results of which form the basis for making  judgments  about
the carrying values of assets and liabilities that are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
conditions or if our assumptions change.

     We believe  the  following  critical  accounting  policies  affect our more
significant  judgments and estimates  used in the  preparation  of our financial
statements:

     o    We maintain an allowance for doubtful  accounts for  estimated  losses
          resulting  from the  inability,  failure or refusal of our students to
          make required payments. We determine the adequacy of this allowance by
          regularly reviewing the accounts receivable aging and applying various
          expected  loss  percentages  to  certain  student  account  receivable
          categories  based on  historical  bad debt  experience.  We charge-off
          accounts receivable balances deemed to be uncollectible  usually after
          they have been sent to a collection  agency and returned  uncollected.
          While such losses  have  historically  been  within our  expectations,
          there can be no assurance that we will continue to experience the same
          level of  losses  that we have in the  past.  Furthermore,  because  a
          significant  percentage  of our  revenue is derived  from the Title IV
          Programs,  any  legislative  or regulatory  action that  significantly
          reduces  Title IV  Program  funding or the  ability of our  schools or
          students to participate in the Title IV Programs could have a material
          adverse effect on the  collectability  of our accounts  receivable and
          our future operating results, including a reduction in future revenues
          and additional allowances for doubtful accounts.

     o    We have  made  acquisitions  in the past  that  have  resulted  in the
          recognition  of  goodwill.  In  assessing  the  recoverability  of our
          goodwill,  we must make  assumptions  regarding  estimated future cash
          flows and other factors to determine the fair value of the  respective
          asset. If these estimates or their related  assumptions  change in the
          future, we may be required to record impairment charges for this asset
          not  previously  recorded which would  adversely  impact our operating
          results for the period in which we made the  determination.  There are
          many  assumptions  and estimates  underlying the  determination  of an
          impairment  loss.   Another   estimate  using  different,   but  still
          reasonable  assumptions,   could  produce  a  significantly  different
          result. Therefore, impairment losses could be recorded in the future.

     o    We  currently  have  deferred tax assets which are subject to periodic
          recoverability assessments.  Realization of our deferred tax assets is
          principally  dependent upon  achievement  of projected  future taxable
          income.  We evaluate  the  realizability  of our  deferred  tax assets
          quarterly.



                                       16
<PAGE>


New Accounting Pronouncement

     In August 2001,  the  Financial  Accounting  Standards  Board (FASB) issued
Statement  of  Financial  Accounting  Standards  No.  144,  "Accounting  for the
Impairment or Disposal of  Long-Lived  Assets"  ("SFAS 144").  SFAS 144 requires
that one  accounting  model be used for  long-lived  assets to be disposed of by
sale and broadens the  presentation of  discontinued  operations to include more
disposal  transactions.  SFAS 144 supercedes FASB Statement No. 121, "Accounting
for the  Impairment of Long-Lived  Assets to Be Disposed Of" and the  accounting
and  reporting  provisions  of APB  Opinion  No. 30,  "Reporting  the Results of
Operations-Reporting  the Effects of  Disposal  of a Segment of a Business,  and
Extraordinary,  Unusual, and Infrequently Occurring Events and Transactions" for
the  disposal of a segment of a business.  The  adoption of SFAS 144,  which was
effective  April 1, 2002,  did not have an impact on our  financial  position or
results of operations.

     In June 2002, the FASB issued Statement of Financial  Accounting  Standards
No. 146,  "Accounting  for Costs  Associated  with Exit or Disposal  Activities"
("SFAS 146").  SFAS 146 addresses  financial  accounting and reporting for costs
associated  with exit or disposal  activities.  This  statement is effective for
exit or disposal  activities  initiated  after  December  31,  2002.  We are not
currently  engaged in any  significant  exit or disposal  activities  and do not
expect the adoption of SFAS 146 to have any impact on our financial  position or
results of operations.

     In  December  2002,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 148,  "Accounting  for  Stock-Based  Compensation - Transition and
Disclosure"  ("SFAS 148").  SFAS 148 amends FASB Statement No. 123,  "Accounting
for Stock-Based  Compensation"  ("SFAS 123"). In response to a growing number of
companies  announcing  plans to  record  expenses  for the  fair  value of stock
options,  SFAS 148 provides  alternative  methods of transition  for a voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation.  In addition,  SFAS 148 amends the disclosure requirements of SFAS
123 to  require  more  prominent  and more  frequent  disclosures  in  financial
statements  about  the  effects  of  stock-based  compensation.  The  disclosure
provisions  will be effective  for us  beginning  with our year ending March 31,
2003.  We do not  expect  this  statement  to have a  significant  impact on our
financial position or results of operations.


Outlook

     The principal  factors that we now expect will influence our 2003 financial
outlook include changes and trends in:

        o   our student population;
        o   our allowance for doubtful accounts and bad debt expense;
        o   the level of governmental funding for student financial aid
            programs; and
        o   governmental regulations, accreditation standards, or taxation.

     Other  factors that could impact our 2003  financial  outlook are discussed
above and in our other filings with the Securities and Exchange Commission.

     Based on information and forecasts  available to us, we now expect revenues
for the year ending  March 31,  2003 to  increase to the range of  approximately
$107  million to $108  million,  operating  income to increase to  approximately
$11.5 million to $12.0 million, and net income to increase to approximately $6.7
million to $7.0  million.  In such case,  we would expect  diluted  earnings per
share to increase to  approximately  $0.43 to $0.45 based on our  expectation of
approximately  15.5 million  diluted common shares to be  outstanding  under the
treasury stock method.



                                       17
<PAGE>


Item 4. Controls and Procedures

     Within  90 days  prior  to the  date  of this  report,  we  carried  out an
evaluation,  under the supervision and with the participation of our management,
including  our Chief  Executive  Officer  and Chief  Financial  Officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, our
Chief  Executive   Officer  and  Chief  Financial  Officer  concluded  that  our
disclosure  controls and  procedures  are  effective to ensure that all material
information  relating  to us and our  consolidated  subsidiaries  required to be
included  in this  quarterly  report  has  been  made  known to them in a timely
fashion.  However,  that conclusion should be considered in light of the various
limitations   described  below  on  the  effectiveness  of  those  controls  and
procedures,  some of which pertain to most if not all business enterprises,  and
some of which arise as a result of the nature of our business.

     Our management,  including our Chief Executive  Officer and Chief Financial
Officer,  does not expect  that our  disclosure  controls  and  procedures  will
prevent all error and all improper conduct. A control system, no matter how well
conceived and operated,  can provide only  reasonable,  not absolute,  assurance
that the  objectives  of the control  system are met.  Further,  the design of a
control  system must reflect the fact that there are resource  constraints,  and
the benefits of controls must be considered relative to their costs.  Because of
the inherent  limitations in all control systems,  no evaluation of controls can
provide  absolute  assurance  that all control  issues and instances of improper
conduct,  if any, have been  detected.  These inherent  limitations  include the
realities that judgments in  decision-making  can be faulty, and that breakdowns
can occur  because of simple  error or mistake.  Additionally,  controls  can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the control.

     Further,  the design of any system of  controls  also is based in part upon
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and not be detected.

     No  significant  changes  were made in our  internal  controls  or in other
factors that could significantly affect internal controls subsequent to the date
of their evaluation.




                                       18
<PAGE>


PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K


     (a)  Exhibits
          --------
          Exhibit
          Number    Description                                Method of Filing
          -------   -----------                                ----------------
          10.14     Letter Agreement dated December 4,          Filed herewith.
                    2002 by and between Merrill Lynch
                    Business Financial Services, Inc.
                    and Whitman Education Group, Inc.

          99.1      Certification of Chief Executive Officer    Filed herewith.

          99.2      Certification of Chief Financial Officer    Filed herewith.

     (b)  Reports on Form 8-K
          --------------------
          No reports on  Form 8-K were filed by Whitman during the quarter ended
          December 31, 2002.



                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                                   WHITMAN EDUCATION GROUP, INC.




Date:    February 5, 2003                          By: /s/ FERNANDO L. FERNANDEZ
                                                       -------------------------
                                                       Fernando L. Fernandez
                                                       Vice President - Finance,
                                                       Chief Financial Officer,
                                                       Treasurer and Secretary



                                       19
<PAGE>



                                  CERTIFICATION
                                  -------------

I, Richard C. Pfenniger, Jr., certify that:

1.   I have reviewed  this  quarterly  report on Form 10-Q of Whitman  Education
     Group, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


February 5, 2003                               By: /s/ RICHARD C. PFENNIGER, JR.
                                                   -----------------------------
                                                   Richard C. Pfenniger, Jr.
                                                   Chief Executive Officer



                                       20
<PAGE>


                                  CERTIFICATION
                                  -------------

I, Fernando L. Fernandez, certify that:

1.   I have reviewed  this  quarterly  report on Form 10-Q of Whitman  Education
     Group, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


February 5, 2003                                   By: /s/ FERNANDO L. FERNANDEZ
                                                       -------------------------
                                                       Fernando L. Fernandez
                                                       Vice President - Finance,
                                                       Chief Financial Officer,
                                                       Treasurer and Secretary