EXHIBIT 2.1

                          PLAN AND AGREEMENT OF MERGER



     THIS PLAN AND AGREEMENT OF MERGER, dated August 28, 1997 (the "Agreement"),
is entered into between  WHITMAN  REINCORPORATION,  INC., a Florida  corporation
("Florida")  and  WHITMAN  EDUCATION  GROUP,  INC.,  a  New  Jersey  corporation
("Whitman").

                                    RECITALS

     A. Whitman is a corporation  duly  organized and existing under the laws of
the State of New Jersey.

     B. Florida is a corporation  duly  organized and existing under the laws of
the State of Florida.

     C. Whitman has an aggregate  authorized  capital of  100,000,000  shares of
Common Stock,  no par value per share (the  "Whitman  Common  Stock"),  of which
12,678,882 shares were duly issued and outstanding as of the date hereof.

     D. Florida has an aggregate  authorized capital stock of 100,000,000 shares
of Common Stock, no par value (the "Florida Common Stock"),  of which 100 shares
were duly issued and outstanding as of the date hereof.

     E.  The  respective  Boards  of  Directors  of  Whitman  and  Florida  have
determined  that  it is  advisable  and  in  the  best  interest  of  each  such
corporation  that Whitman merge with and into Florida upon the terms and subject
to the  conditions  of this Plan and  Agreement  of Merger for the  purposes  of
effecting the reincorporation of Whitman in the State of Florida.

     F. The  respective  Boards of  Directors  of Whitman and Florida  have,  by
resolutions  duly  adopted,  approved  and adopted  this Plan and  Agreement  of
Merger.  Whitman  has  adopted  this  Plan and  Agreement  of Merger as the sole
stockholder  of Florida and the Board of Directors of Whitman has directed  that
this Plan and  Agreement of Merger be  submitted to a vote of its  shareholders.
The affirmative vote of the holders of two-thirds of the shares of the Company's
Common Stock not held by  Frost-Nevada,  Limited  Partnership  must approve this
Plan and Agreement of Merger before it may become effective.

     G. The  parties  intend  that this Plan and  Agreement  of Merger  effect a
"reorganization"  under  Section 368 of the Internal  Revenue  Code of 1986,  as
amended.



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                                    AGREEMENT

     In consideration of the Recitals and of the mutual agreements  contained in
this Agreement, the parties hereto agree as set forth below.

     1. MERGER. Whitman shall be merged with and into Florida (the "Merger").

     2. EFFECTIVE DATE. The Merger shall become  effective  immediately upon the
later of the  filing of this  Agreement  or a  certificate  of  merger  with the
Secretary  of State of New Jersey in  accordance  with the New  Jersey  Business
Corporation Act and the filing of articles of merger with the Secretary of State
of Florida in accordance with the Florida Business  Corporation Act. The time of
such effectiveness is hereinafter called the "Effective Time."

     3. SURVIVING CORPORATION. Florida shall be the surviving corporation of the
Merger and shall continue to be governed by the laws of the State of Florida. On
the Effective Time, the separate corporate existence of Whitman shall cease.

     4. NAME OF SURVIVING  CORPORATION.  On the Effective  Time, the Articles of
Incorporation  of  Florida  shall be  amended  to change  the name of Florida to
"Whitman Education Group, Inc."

     5.  CERTIFICATE  OF  INCORPORATION.  Except as  provided  in Section 4, the
Articles of Incorporation of Florida as it exists on the Effective Time shall be
the Articles of  Incorporation of Florida  following the Effective Time,  unless
and until the same shall  thereafter be amended or repealed in  accordance  with
the laws of the State of Florida.

     6. BYLAWS.  The Bylaws of Florida as they exist on the Effective Time shall
be the Bylaws of Florida following the Effective Time, unless and until the same
shall be amended or repealed in accordance  with the provisions  thereof and the
laws of the State of Florida.

     7. BOARD OF DIRECTORS AND  OFFICERS.  The members of the Board of Directors
and the officers of Whitman immediately prior to the Effective Time shall be the
members of the Board of Directors  and the  officers,  respectively,  of Florida
following the Effective  Time,  and such persons shall serve in such offices for
the terms provided by law or in the Bylaws, or until their respective successors
are elected and qualified.

     8. SUCCESSION.  At the Effective Time, the separate corporate  existence of
Whitman shall cease, and Florida,  as the surviving  corporation,  shall possess
all the rights, privileges,  powers and franchises of a public or private nature
and shall be subject to all the restrictions, disabilities and duties of Whitman
and all the  rights,  privileges,  powers and  franchises  of  Whitman,  and all
property,  real,  personal  and mixed and all debts due to Whitman  on  whatever
account,  as well as for share  subscriptions  and all of the  things in action,
shall be vested in  Florida  as the  surviving  corporation;  and all  property,

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rights,  privileges, powers  and franchises, and  all and  every  other interest
shall be thereafter the property of Florida as the same were of Whitman, and the
title to any real estate  vested by deed or otherwise  shall not revert or be in
any way impaired by reason of the Merger,  but all rights of creditors and liens
upon any  property  of Whitman  shall be  preserved  unimpaired,  and all debts,
liabilities and duties of Whitman shall  thenceforth  attach to Florida,  as the
surviving  corporation of the Merger, and may be enforced against it to the same
extent as if such debts,  liabilities and duties had been incurred or contracted
by it;  provided,  however,  that such liens upon  property of Whitman  shall be
limited to the property affected thereby  immediately  prior to the Merger.  All
corporate  acts,  plans,  policies,  agreements,   arrangements,  approvals  and
authorizations of Whitman,  its shareholders,  Board of Directors and committees
thereof, officers and agents which were valid and effective immediately prior to
the  Effective  Time,  shall be  taken  for all  purposes  as the  acts,  plans,
policies, agreements, arrangements, approvals and authorizations of Florida, its
shareholders, Board of Directors and committees thereof, respectively, and shall
be  effective  and  binding  thereon as the same with  respect to  Whitman;  and
Florida shall  indemnify and hold harmless the officers and directors of each of
the parties  hereto against all such debts,  liabilities  and duties and against
all claims and demands arising out of the Merger.

     9. CONVERSION OF SHARES. At the Effective Time, by virtue of the Merger and
without any action on the part of the holder thereof:

        (a)      each   share   of   Whitman   Common   Stock
                 outstanding   immediately   prior   to   the
                 Effective Time shall be converted  into, and
                 shall    become,    one   fully   paid   and
                 nonassessable share of Florida Common Stock;

        (b)      the  100  shares  of  Florida  Common  Stock
                 issued  and   outstanding  in  the  name  of
                 Whitman  shall be canceled and retired,  and
                 no  payment   shall  be  made  with  respect
                 thereto,  and such shares  shall  resume the
                 status of  unauthorized  and unissued shares
                 of Florida Common Stock.

     10.  STOCK  CERTIFICATES.  At and  after  the  Effective  Time,  all of the
outstanding certificates which immediately prior to the Effective Time represent
shares of Whitman  Common  Stock  shall be deemed for all  purposes  to evidence
ownership of, and to represent  shares of,  Florida  Common Stock into which the
shares of Whitman Common Stock formerly  represented by such  certificates  have
been converted as herein provided. The registered owner on the books and records
of Whitman or its  transfer  agent of any such  outstanding  stock  certificates
shall,  until such  certificate  shall have been  surrendered  for  transfer  or
otherwise  accounted  for to  Florida,  as  the  surviving  corporation,  or its
transfer  agent,  have and shall be  entitled  to  exercise  any voting or other
rights with respect to and to receive any dividends and other distributions upon
shares of Florida  Common Stock  evidenced by such  outstanding  certificate  as
above provided.  Nothing herein  contained shall be deemed to require the holder
of  any  shares  of  Whitman  Common  Stock  to  surrender  the  certificate  or
certificates   representing  such  shares  in  exchange  for  a  certificate  or
certificates representing shares of Florida Common Stock.


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     11. STOCK OPTIONS,  WARRANTS AND OTHER RIGHTS. Forthwith upon the Effective
Time, each stock option,  stock warrant,  convertible  debt instrument and other
right to  subscribe  for or  purchase  shares of Whitman  Common  Stock shall be
converted into a stock option,  stock warrant or other right to subscribe for or
purchase  the  same  number  of  shares  of  Florida  Common  Stock,   and  each
certificate,  agreement,  note or other document representing such stock option,
stock  warrant or other right to  subscribe  for or  purchase  shares of Whitman
Common  Stock shall for all  purposes be deemed to evidence  the  ownership of a
stock option,  stock warrant or other right to subscribe for or purchase  shares
of Florida Common Stock.  As of the Effective  Time,  Florida hereby assumes the
Company's  1996  Stock  Option  Plan  and,  if same  shall  be  approved  by the
shareholders  of  Whitman,  Whitman's  Employee  Stock  purchase  Plan,  and all
obligations  of Whitman  under such plans  including the  outstanding  rights or
options or portions thereof granted pursuant to the plans and otherwise.

     12. OTHER EMPLOYEE BENEFIT PLANS. As of the Effective Time, Florida, as the
surviving  corporation of the Merger,  hereby assumes all obligations of Whitman
under any and all employee  benefit plans in effect as of the Effective  Time or
with respect to which employee rights or accrued  benefits are outstanding as of
the Effective Time.

     13.  CONDITIONS.  The consummation of the Merger is subject to satisfaction
of the following conditions prior to the Effective Time:

          (a)      the Merger shall have received the requisite
                   approval  of the  holders of Whitman  Common
                   Stock and all  necessary  actions shall have
                   been  taken  to  authorize  the   execution,
                   delivery  and  performance  of this Plan and
                   Agreement of Merger by Whitman and Florida;

          (b)      all  approvals  and  consents  necessary  or  
                   desirable,  if  any,  in connection with the 
                   consummation  of  the Merger shall have been 
                   obtained;

          (c)      no   suit,   action,   proceeding   or  other 
                   litigation  shall  have  been  commenced  or 
                   threatened  to  be  commenced  which, in  the 
                   opinion of Whitman or  Florida,  would pose a 
                   material    restriction    on     or   impair 
                   consummation  of  the Merger,  performance of 
                   this  Plan  and  Agreement  of  Merger or the 
                   conduct of the business of Florida  after  the  
                   Effective Time, or create a risk of subjecting
                   Whitman  or  Florida,  or  their   respective
                   shareholders, officers or directors, to material
                   damages,  costs,  liability and other relief in
                   connection with the Merger or this Plan and 
                   Agreement of Merger; and

          (d)      the  shares of  Florida  Common  Stock to be
                   issued or reserved  for issuance  shall,  if
                   required,  have been approved for listing on
                   the American  Stock  Exchange  upon official
                   notice of issuance.

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     14. DEFERRAL OR ABANDONMENT.  At any time prior to the Effective Time, this
Plan and Agreement of Merger may be  terminated  and the Merger may be abandoned
or the time of  consummation of the Merger may be deferred for a reasonable time
by the Board of Directors of either Whitman or Florida or both,  notwithstanding
approval of this Plan and Agreement of Merger by the  shareholders of Whitman or
the  stockholders  of Florida,  or both, if  circumstances  arise which,  in the
opinion  of the Board of  Directors  of  Whitman  or  Florida,  make the  Merger
inadvisable or such deferral of the time of the consummation thereof advisable.

     15. AMENDMENT.  The Board of Directors of the parties hereto may amend this
Agreement at any time prior to the  Effective  Time;  provided that an amendment
made subsequent to the approval of this Agreement by the  stockholders of either
of the parties hereto shall not:

        (a)      change the amount or kind of shares, securities, 
                 cash, property or rights to be received in 
                 exchange for or on conversion of all or any of
                 the shares of the parties hereto,

        (b)      change any term of the Articles of Incorporation
                 of Florida, or

        (c)      change any other terms or conditions of this
                 Agreement  if such  change  would  adversely
                 affect  the holder of any  capital  stock of
                 either party hereto.

     16.  REGISTERED  OFFICE.  The registered  office of Florida in the State of
Florida is located at 4400 Biscayne Boulevard, Miami, Florida 33137, and Richard
B. Salzman is the registered agent of Florida at such address.

     17.  INSPECTION OF AGREEMENT.  Executed copies of this Agreement will be on
file at the principal  place of business of Florida at 4400 Biscayne  Boulevard,
Miami, Florida 33137. A copy of this Agreement shall be furnished by Florida, on
request and without cost, to any stockholder of either Whitman or Florida.

     18.  GOVERNING  LAW.  This  Agreement  shall in all respects be  construed,
interpreted  and  enforced in  accordance  with and  governed by the laws of the
State of Florida.

     19.  SERVICE OF PROCESS.  On and after the Effective  Time,  Florida agrees
that it may be served with process in Florida in any proceeding for  enforcement
of any obligation of Whitman or Florida arising from the Merger.

     20.  DESIGNATION  OF NEW  JERSEY  SECRETARY  OF STATE AS AGENT FOR SERVE OF
PROCESS.  On and after the  Effective  Time,  Florida  irrevocably  appoints the
Secretary of State of the State of New Jersey as its agent to accept  service of
process  in  any  suit  or  other  proceeding  to  enforce  the  rights  of  any

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stockholders  of  Whitman  or  Florida  arising from the Merger.  The New Jersey
Secretary  of State is  requested  to mail a copy of such  process to Florida at
4400 Biscayne Boulevard, Miami, Florida 33137, Attention: Richard B. Salzman.

     21. COUNTERPARTS.  This Plan and Agreement of Merger may be executed in any
number of  counterparts,  each of which when taken  alone  shall  constitute  an
original  instrument and when taken  together shall  constitute one and the same
Agreement.

     IN WITNESS WHEREOF, each of the parties hereto,  pursuant to authority duly
granted  by their  respective  Board of  Directors,  has  caused  this  Plan and
Agreement of Merger to be executed,  respectively, by its President and attested
by its Secretary.

ATTEST:                                    WHITMAN REINCORPORATION, INC.,
                                           A FLORIDA CORPORATION


/S/                                        BY: /S/ RICHARD C. PFENNIGER, JR.
----------------------------               ------------------------------------
SECRETARY                                  RICHARD C. PFENNIGER, JR.
                                           CHIEF EXECUTIVE OFFICER



ATTEST:                                    WHITMAN EDUCATION GROUP, INC.,
                                           A NEW JERSEY CORPORATION


/S/                                        BY: /S/ RICHARD C. PFENNIGER, JR.   
---------------------------                ------------------------------------
SECRETARY                                  RICHARD C. PFENNIGER, JR.
                                           CHIEF EXECUTIVE OFFICER


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