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 June 30, 1999


                         Commission File Number 1-13722

                          WHITMAN EDUCATION GROUP, INC.

          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) (Zip Code)

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

     As of  August 6,  1999,  there  were  13,436,550  shares  of  common  stock
outstanding.


                                       -1-

<PAGE>

                          WHITMAN EDUCATION GROUP, INC.
                                    FORM 10-Q
                                  JUNE 30, 1999



                                TABLE OF CONTENTS



                                                                           PAGE
                                                                           ----
PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements....................................          3
Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations.....................          8


PART II - OTHER INFORMATION

Item 1.    Legal Proceedings.......................................         12
Item 4.    Submission of Matters to a Vote of Security Holders.....         13
Item 6.    Exhibits and Reports on Form 8-K........................         13



                                       -2-


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                 WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                   JUNE 30,        MARCH 31,
                                                    1999             1999
                                              ----------------  ----------------
                                                 (UNAUDITED)
<S>                                           <C>              <C>
ASSETS
Current assets:
    Cash and cash equivalents................   $   1,469,515    $    4,267,110
    Accounts receivable, net.................      21,946,062        27,114,533
    Inventories..............................       1,348,380         1,450,815
    Deferred tax assets, net.................       2,871,210         2,562,705
    Other current assets.....................       1,933,093         1,504,878
                                              ----------------  ----------------
        Total current assets.................      29,568,260        36,900,041
Property and equipment, net..................      13,643,668        14,002,764
Deposits and other assets, net...............       1,865,396         1,761,220
Goodwill, net................................       9,835,154         9,915,590
                                              ----------------  ----------------
        Total assets........................    $  54,912,478    $   62,579,615
                                              ================  ================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable.......................    $   1,963,829    $    1,942,740
     Accrued expenses.......................        3,454,187         3,049,371
     Income taxes payable...................                -           898,664
     Current portion of capitalized
        lease obligations...................        1,503,628         1,517,912
     Current portion of long-term debt......          356,189           472,994
     Deferred tuition revenue...............       16,192,210        20,575,914
                                              ----------------  ----------------
        Total current liabilities...........       23,470,043        28,457,595
Other liabilities...........................          409,989           474,842
Capitalized lease obligations...............        3,286,590         3,249,934
Long-term debt..............................        6,586,963         8,772,496
Commitment and contingencies
Stockholders' equity:
     Common stock, no par value, authorized
        100,000,000 shares issued and
        outstanding 13,431,550 at
        June 30, 1999 and 13,423,212 shares
        at March 31, 1999...................       21,907,546        21,907,546
     Additional paid-in capital.............          671,536           671,536
     Accumulated deficit....................       (1,420,189)         (954,334)
                                              ----------------  ----------------
         Total stockholders' equity.........       21,158,893        21,624,748
                                              ----------------  ----------------
         Total liabilities and
            stockholders' equity............    $  54,912,478    $   62,579,615
                                              ================  ================

</TABLE>

                 See accompanying notes to financial statements.



                                       -3-

<PAGE>

                 WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                FOR THE THREE MONTHS ENDED
                                                         JUNE 30,
                                             -----------------------------------
                                                 1999                1998
                                             --------------      ---------------
<S>                                          <C>                 <C>
Net revenues...............................  $  17,990,547       $   15,767,907

Costs and expenses:
     Instructional and educational
        support............................     12,586,967           10,881,591
     Selling and promotional...............      2,628,693            2,597,616
     General and administrative............      3,337,164            3,022,579
                                             --------------      ---------------

Total costs and expenses...................     18,552,824           16,501,786
                                             --------------      ---------------

Loss from operations.......................       (562,277)            (733,879)
Other (income) and expenses:
     Interest expense......................        284,380              318,221
     Interest income.......................        (72,297)             (68,803)
                                             --------------      ---------------

Loss before income tax benefit.............       (774,360)            (983,297)
Income tax benefit.........................        308,505              343,000
                                             --------------      ---------------

Net loss...................................  $    (465,855)      $     (640,297)
                                             ==============      ===============

Net loss per share:
     Basic and diluted.....................  $       (0.03)      $        (0.05)
                                             ==============      ===============

Weighted average common share outstanding:
     Basic and diluted.....................     13,427,663           13,198,767
                                             ==============      ===============

</TABLE>

                 See accompanying notes to financial statements.



                                       -4-

<PAGE>

                 WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                   FOR THE THREE MONTHS ENDED
                                                            JUNE 30,
                                                -------------------------------
                                                    1999               1998
                                                 -------------   --------------
<S>                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss....................................     $   (465,855)   $    (640,297)
Adjustments to reconcile net loss to
   net cash provided by operating
    activities:
       Depreciation and amortization........        1,100,630          984,698
       Bad debt expense.....................          797,388          662,487
       Deferred tax benefit.................         (308,505)        (343,000)
       Changes in operating assets
        and liabilities:
         Accounts receivable................        4,371,083          571,691
         Inventories........................          102,435          187,437
         Other current assets...............         (430,340)        (426,678)
         Deposits and other assets..........         (116,053)           2,029
         Accounts payable...................           21,089          685,559
         Accrued expenses...................          404,816        1,480,356
         Income taxes payable...............         (898,664)        (127,133)
         Deferred tuition revenue...........       (4,383,704)      (2,458,879)
         Other liabilities..................          (64,853)         (53,902)
                                                  ------------   --------------
Net cash provided by operating activities...          129,467          524,368
                                                  ------------   --------------

CASH FLOWS FROM INVESTING ACTIVITY:
Purchase of property and equipment..........         (143,842)      (1,134,156)
                                                  ------------   --------------
Net cash used in investing activity.........         (143,842)      (1,134,156)
                                                  ------------   --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving line of credit
     and long-term borrowings and
     capitalized lease obligations..........       15,040,902       12,591,166
Principal payments on revolving line
     of credit, long-term borrowings,
     capital lease obligations and
     other liabilities......................      (17,824,122)     (15,105,251)
Proceeds from exercise of options
     and warrants...........................                -            3,812
                                                  ------------   --------------
Net cash used in financing activities.......       (2,783,220)      (2,510,273)
                                                  ------------   --------------

Decrease in cash and cash equivalents.......       (2,797,595)      (3,120,061)
Cash and cash equivalents at
     beginning of year......................        4,267,110        3,384,336
                                                  ------------   --------------
Cash and cash equivalents at end of year....      $ 1,469,515    $     264,275
                                                  ============   ==============


SUPPLEMENTAL DISCLOSURES OF NONCASH
FINANCING AND INVESTMENT ACTIVITIES:
Equipment acquired under capital leases.....      $   503,254    $     165,491
                                                  ============   ==============

SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Interest paid...............................      $   313,812    $     287,791
                                                  ============   ==============
Income taxes paid...........................      $ 1,266,287    $     142,125
                                                  ============   ==============
</TABLE>


                 See accompanying notes to financial statements.


                                       -5-

<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 the management of Whitman,  include all  adjustments,  which are of a
normal recurring nature, necessary for a fair presentation 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 generally accepted accounting  principles.
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 Whitman's Form 10-K for the fiscal year ended March
31, 1999. 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 MDJB, Inc. ("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 the seasonable factors
on a quarterly  basis.  Accordingly,  quarterly  variations in net revenues will
result in fluctuations in income from operations on a quarterly basis.


2.       EARNINGS PER SHARE

     For the three months ended June 30, 1999 and 1998,  there was no difference
between basic and diluted earnings per share.


3.       COMPREHENSIVE LOSS

     In fiscal 1999, Whitman adopted Statement of Financial Accounting Standards
No. 130, "Reporting  Comprehensive  Income." Statement 130 establishes new rules
for the  reporting  and  display of  comprehensive  income  and its  components.
Statement   130   requires    unrealized    gains   or   losses   on   Whitman's
available-for-sale  securities,  which  prior  to  its  adoption  were  recorded
separately  in  stockholders'  equity,  to be included  in "other  comprehensive
loss."

     For  the   three  months  ended   June 30,  1999  and June 30, 1998,  total
comprehensive losses were $465,855 and $625,297, respectively.







                                       -6-

<PAGE>


                 WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)

4.       DEBT

     On May 28, 1999,  Whitman entered into an $8.5 million line of credit which
is secured by all of the assets of  Whitman.  The  interest  rate on the line of
credit is  variable  and is equal to the sum of 2.90% and the 30-day  commercial
paper rate.  The line of credit has an expiration  date of June 30, 2000. On May
28,  1999,  Whitman  repaid  the  outstanding  balance  due on the $7.5  million
revolver note. In addition,  Whitman repaid the outstanding  balances due on the
notes payable at March 31, 1999 of $210,005 and $844,629.


5.       DISPOSITION OF HURON UNIVERSITY

     On  May  3,  1999,  Colorado  Technical   University,   Inc.,  an  indirect
wholly-owned  subsidiary  of  Whitman,  entered  into an  Amended  and  Restated
Contribution  Agreement pursuant to which the assets and certain  liabilities of
its Huron University campus in Huron, South Dakota will be transferred to Newco,
LLC., a South Dakota limited  liability  company  formed by existing  members of
Huron University's management team. In connection with the transaction, Colorado
Technical  University will contribute the operating  assets of Huron  University
and $500,000 to Newco, and Newco will issue Colorado Technical University,  Inc.
membership  interests  equal to 19.9% of the  membership  interests of Newco and
assume the third party liabilities of Huron University. The membership interests
would  have a  liquidation  preference  equal to the net value of the assets and
cash contributed by Colorado Technical University.

     Completion of the transaction is subject to various  conditions,  including
the obtaining of adequate financing by the new ownership group, the obtaining of
all necessary state and other  governmental  agency approvals,  the attaining of
independent  accreditation of Huron University by the North Central  Association
of Colleges  and  Schools  and Huron  University  independently  qualifying  for
participation  in  federal  Title  IV  student  financial   assistance  programs
administered  by the  United  States  Department  of  Education.  Subject to the
occurrence of these  conditions,  the parties will seek to close the transaction
in the second half of calendar 1999.  There can be no assurance,  however,  that
any of the foregoing conditions will be satisfied.  Accordingly, there can be no
assurance that the proposed transaction will be consummated.


6.       CONTINGENCIES

     In July 1999, in the  previously  reported case styled,  Cullen,  et al. v.
Whitman  Education  Group,  Inc.,  in the United States  District  Court for the
Eastern  District  of  Pennsylvania  (Civil  Action No.  98-CV-4076),  the Court
certified a class of all students in the general ultrasound program who incurred
financial obligations (federally guaranteed student loans or aid) from August 1,
1994 to August 1, 1998 to attend an Ultrasound  Diagnostic School.  However, the
Court rejected the plaintiffs'  theories that the Ultrasound  Diagnostic  School
made  misrepresentations to students and to its accrediting body and allowed the
case to proceed as a class action only to the extent that the  plaintiffs  could
prove that the schools  "did not meet even the most  minimal  requirements  of a
vocational  program." We believe that the lawsuit is without merit and intend to
continue to  vigorously  defend it. While the outcome  cannot be predicted  with
certainty,  if  determined  adversely  to us, it could have a  material  adverse
effect on our financial position and results of operations.






                                       -7-

<PAGE>

                 WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)

7.       SEGMENT AND RELATED INFORMATION

     In fiscal  1999,  Whitman  adopted the  provision of Statement of Financial
Accounting  Standards No. 131,  "Disclosures  About Segments of an  Enterprise."
Whitman is organized by two reportable segments,  the University Degree Division
and the Associate Degree Division through three wholly-owned  subsidiaries.  The
University  Degree  Division  primarily  offers  bachelor,  master and doctorate
degrees through  Colorado  Technical  University.  The Associate Degree Division
offers  associate  degrees and diplomas or  certificates  through  Sanford-Brown
College and Ultrasound Technical Services.

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

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

<TABLE>
<CAPTION>

                                                  FOR THE THREE MONTHS ENDED
                                                          JUNE 30,
                                                    1999             1998
                                               ---------------  ----------------
<S>                                            <C>              <C>
Net revenues:
      Associate Degree Division..............  $   13,096,581   $    11,785,156
      University Degree Division.............       4,893,966         3,982,751
      Other..................................               -                 -
                                               ---------------  ----------------
      Total .................................  $   17,990,547   $    15,767,907
                                               ===============  ================

Loss before income tax benefit:
      Associate Degree Division..............  $     (254,798)  $       425,543
      University Degree Division.............         100,611          (827,650)
      Other..................................        (620,173)         (581,190)
                                               ---------------  ----------------
      Total..................................  $     (774,360)  $      (983,297)
                                               ===============  ================

                                                JUNE 30, 1999    MARCH 31, 1999
                                               ---------------  ----------------
Total assets:
      Associate Degree Division..............  $   43,078,999   $    48,250,099
      University Degree Division.............       9,580,157        13,341,559
      Other..................................       2,253,322           987,957
                                               ---------------  ----------------
      Total..................................  $   54,912,478   $    62,579,615
                                               ===============  ================
</TABLE>



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
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,  1999 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

                                       -8-

<PAGE>

                 WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (CONTINUED)

may include,  but are not limited to,  projections of revenues,  income and cash
flows, and Whitman's financing needs and plans for future operations.  Investors
are cautioned that forward looking  statements  involve risks and uncertainties,
including,  but not limited to,  regulatory,  licensing and accreditation  risks
inherent in operating proprietary post-secondary educational institutions, which
may cause  Whitman's  actual  results,  performance  or  achievements  to differ
materially from the forward  looking  statements made in the report or otherwise
made by or on behalf of Whitman.  Factors that may affect future results include
the  unanticipated   operational  impact  of  Year  2000  issues,  the  ultimate
resolution  of  legal  proceedings   involving  Whitman  and  certain  economic,
competitive,  governmental  and other  factors  discussed  in this report and in
Whitman's filings with the Securities and Exchange Commission.


RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                  FOR THE THREE MONTHS ENDED
                                                            JUNE 30,
                                                 -------------------------------
                                                      1999             1998
                                                 --------------   --------------
<S>                                              <C>              <C>
Net revenues.................................           100.0%           100.0%
Costs and expenses:
     Instructional and educational support...            70.0             69.0
     Selling and promotional.................            14.6             16.5
     General and administrative..............            18.5             19.2
                                                 --------------   --------------
Total costs and expenses.....................           103.1            104.7
                                                 --------------   --------------
Loss from operations.........................            (3.1)            (4.7)
Other (income) and expenses:
     Interest expense........................             1.6              2.0
     Interest income.........................            (0.4)            (0.4)
                                                 --------------   --------------
Loss before income tax benefit...............            (4.3)            (6.3)
Income tax benefit...........................             1.7              2.2
                                                 --------------   --------------

Net loss.....................................            (2.6)%           (4.1)%
                                                 ==============   ==============
</TABLE>


THREE  MONTHS  ENDED JUNE 30, 1999  COMPARED TO THE THREE  MONTHS ENDED JUNE 30,
1998

     Net revenues  increased  by $2.2 million or 14.1% to $18.0  million for the
three months  ended June 30, 1999 from $15.8  million for the three months ended
June 30, 1998. The increase was primarily due to an increase in average  student
enrollment.   Average  student  enrollment  increased  10.9%  overall  with  the
University  Degree  Division  experiencing  a 12.6%  increase and the  Associate
Degree Division experiencing a 10.0% increase.




                                       -9-

<PAGE>

                 WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)

RESULTS OF OPERATIONS - (CONTINUED)

     Instructional and educational support increased by $1.7 million or 15.7% to
$12.6  million for the three months  ended June 30, 1999 from $10.9  million for
the  three  months  ended  June  30,  1998.  As a  percentage  of net  revenues,
instructional   and   educational   support   expenses  were  70.0%  and  69.0%,
respectively,  for the three months  ended June 30, 1999 and June 30, 1998.  The
increases in instructional  and educational  support expenses were primarily due
to the  addition of faculty  and  student  support  personnel,  the  addition of
equipment, and the expansion of six facilities in the Associate Degree Division.
These increases were necessary to support the growth in enrollments.

     Selling and promotional  expenses increased $31,000 or 1.2% to $2.6 million
for the three  months ended June 30, 1999 from $2.6 million for the three months
ended June 30, 1998. As a percentage of net  revenues,  selling and  promotional
expenses  decreased  to 14.6 % for the  three  months  ended  June  30,  1999 as
compared to 16.5% for the three  months  ended June 30,  1998.  The  decrease in
selling and  promotional  expenses as a percentage of net revenues was due to an
increase in revenues at a greater  rate than the rate of increase in selling and
promotional expenses.

     General and  administrative  expenses increased by $0.3 million or 10.4% to
$3.3  million for the three months ended June 30, 1999 from $3.0 million for the
three  months ended June 30,  1998.  The increase in general and  administrative
expenses was primarily due to an increase in  administrative  costs necessary to
support  the growth in student  population.  As a  percentage  of net  revenues,
general and administrative expenses were 18.5% and 19.2%, respectively,  for the
three months ended June 30, 1999 and June 30, 1998.  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 a net loss of $0.5  million for the three months ended June 30,
1999 as compared to a net loss of $0.6  million for the three  months ended June
30,  1998.  The  decrease  in the net loss was  primarily  due to an increase in
operating income of $0.9 million  generated from the University Degree Division,
which was  partially  offset by a decrease in  operating  income of $0.7 million
from 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.

     The operating  results of Huron  University are  significantly  affected by
seasonality.  As a more traditional  university,  Huron University experiences a
significant  decline in revenues during the late spring and summer.  The decline
in revenues  combined  with a relatively  constant  level of operating  expenses
resulted in operating  losses of $734,000 and $913,000 at Huron  University  for
the three months ended June 30, 1999 and 1998, respectively.




                                      -10-


<PAGE>

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

YEAR 2000 ISSUE

     We have implemented a process for  identifying,  prioritizing and modifying
or  replacing  certain  computer  and other  systems  and  programs  that may be
affected  by the Year 2000 issue.  We are also  monitoring  the  adequacy of the
manner in which  certain  third  parties and third party  vendors of systems are
attempting to address the Year 2000 issue.  We have  substantially  completed an
assessment of our computer systems and believe that with the modifications  made
to existing  software and the  conversions  made to new software,  the Year 2000
issue will not pose significant operational problems to our information systems.
We expect to complete testing of the Year 2000 issues by the Fall of 1999, which
would be prior to any anticipated impact on our operating systems.

     We are  highly  dependent  on student  funding  provided  through  Title IV
programs.  Processing  of  student  applications  for this  funding  and  actual
disbursement of a significant  portion of these funds are  accomplished  through
the  Department  of  Education's  computer  systems.  Should the  Department  of
Education  experience  Year  2000  related  disruptions,   it  could  result  in
interruption of funding for our students.  Any prolonged interruption would have
a material adverse impact on our business, results of operations,  liquidity and
financial  condition.  In April 1999, the Department of Education announced that
all of its 175 data systems, including its 14 mission-critical systems, are Year
2000 compliant.

     Based on the assessment  performed to date,  costs of addressing  potential
problems are not  currently  expected to have a material  adverse  impact on our
financial position, results of operations or cash flows in future periods. While
we believe our process is designed to be  successful,  because of the complexity
of the Year 2000 issue, and the  interdependence of organizations using computer
systems,  it is possible that our efforts or those of third parties with whom we
interact,  will  not be  successful  or  satisfactorily  completed  in a  timely
fashion.

     Based on the modifications and conversions of software made to date and the
assessment of embedded  devices that have been  identified at our  facilities to
date, we do not believe that contingency planning is warranted at this time. The
assessment  of  outside  third  parties  is  underway,  and the  results of this
assessment,  when completed,  may reveal the need for contingency  planning at a
later date. We will regularly  evaluate the need for contingency  planning based
on the progress and findings of the Year 2000 project.


LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash  equivalents  at June 30,  1999 and March 31,  1999 were $1.5
million and $4.3 million, respectively. Our working capital totaled $6.1 million
at June 30, 1999 and $8.4 million at March 31, 1999.

     Net cash of $0.1  million  and  $0.5  million  was  provided  by  operating
activities for the three months ended June 30, 1999 and 1998, respectively.  The
decrease of $0.4 million was primarily due to a decrease in accounts payable and
accrued expenses due to the timing of payments.

     Net cash of $0.1 million and $1.1 million was used in investing  activities
for the three months ended June 30, 1999 and 1998, respectively. The decrease of
$1.0 million was due to a decrease in cash used for capital expenditures.

     Net   cash  of $2.8 million   and   $2.5  million  was  used   in financing
activities  for the  three  months  ended  June 30, 1999 and 1998, respectively.
The   increase   in  cash   used   was   due  to an  increase of $0.3 million in

                                      -11-

<PAGE>

                 WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)

LIQUIDITY AND CAPITAL RESOURCES - (CONTINUED)

net payments on long-term borrowings.

     We have an $8.5 million line of credit which  expires on June 30, 2000.  At
June 30, 1999, we had $5.8 million  outstanding  under this facility and letters
of credit  outstanding  of  $820,000  which  reduced  the amount  available  for
borrowing.  The amounts  borrowed under this facility for the three months ended
June 30, 1999 were primarily used for operations,  repayment of debt and capital
expenditures.  We intend to refinance or extend our line of credit facility on a
long-term basis prior to June 30, 2000.

     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.  We receive  approximately 71% of
our funding  from the Title IV  Programs.  Disbursements  under each program are
subject to disallowance and repayment by the schools.

     We believe that with our working  capital,  our cash flow from  operations,
our working  capital  facilities  and our expected  increased  financings  under
capital lease  obligations to fund capital  expenditures,  we will have adequate
resources to meet our  anticipated  operating  requirements  for the foreseeable
future.



                           PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

     In July 1999, in the  previously  reported case styled,  Cullen,  et al. v.
Whitman  Education  Group,  Inc.,  in the United States  District  Court for the
Eastern  District  of  Pennsylvania  (Civil  Action No.  98-CV-4076),  the Court
certified a class of all students in the general ultrasound program who incurred
financial obligations (federally guaranteed student loans or aid) from August 1,
1994 to August 1, 1998 to attend an Ultrasound  Diagnostic School.  However, the
Court rejected the plaintiffs'  theories that the Ultrasound  Diagnostic  School
made  misrepresentations to students and to its accrediting body and allowed the
case to proceed as a class action only to the extent that the  plaintiffs  could
prove that the schools  "did not meet even the most  minimal  requirements  of a
vocational  program." We believe that the lawsuit is without merit and intend to
continue to  vigorously  defend it. While the outcome  cannot be predicted  with
certainty,  if  determined  adversely  to us, it could have a  material  adverse
effect on our financial position and results of operations.


                                      -12-

<PAGE>

                WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ANNUAL SHAREHOLDERS' MEETING
----------------------------

     On August 6, 1999, the Company held its annual meeting of shareholders. The
only business  transacted at that meeting was the election of directors.  All of
the  nominees for director  were  elected by the vote set forth  opposite  their
names in the table below:

<TABLE>
<CAPTION>

         ELECTION OF DIRECTORS               FOR                    WITHHELD
         -------------------------         ----------              ----------
         <S>                               <C>                        <C>
         Phillip Frost, M.D.               11,831,292                 223,238
         Richard C. Pfenniger, Jr.         11,978,055                  76,475
         Jack R. Borsting, Ph.D.           11,978,055                  76,475
         Peter S. Knight                   11,977,955                  76,575
         Lois F. Lipsett, Ph.D.            11,978,255                  76,275
         Richard M. Krasno, Ph.D.          11,978,255                  76,275
         Percy A. Pierre, Ph.D.            11,978,255                  76,275
         Neil Flanzraich                   11,978,255                  76,275
         A. Marvin Strait                  11,978,255                  76,275
</TABLE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS
     --------

     27 Financial Data Schedule


(B)  REPORTS ON FORM 8-K
     -------------------

     No reports on Form 8-K were filed by Whitman  during the quarter ended June
30, 1999.



                                      -13-


<PAGE>


                 WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)


                                   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.
                                           (Registrant)


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

 Date:    ______________________



                                      -14-