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 September 30, 1998


                         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) 575-6534
              ----------------------------------------------------
              (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 November 10, 1998,  there were 13,261,355  shares of common stock
outstanding.


                                       -1-


<PAGE>



                          WHITMAN EDUCATION GROUP, INC.
                                    FORM 10-Q
                               SEPTEMBER 30, 1998



                               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


PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.....................................        16

Item 4.   Submission of Matters to a Vote of Security Holders...        16

Item 6.   Exhibits and Reports on Form 8-K......................        17



                                       -2-


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                 WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                SEPTEMBER 30,           MARCH 31,
                                                                                    1998                   1998
                                                                              ----------------       ----------------
                                                                                 (Unaudited)
<S>                                                                             <C>                   <C>

ASSETS
Current assets:
Cash and cash equivalents...................................................  $       30,958        $    3,384,336
Accounts receivable, net ...................................................      25,793,316            21,354,104
Inventories.................................................................       1,640,026             1,614,455
Deferred income taxes.......................................................       1,834,043             1,471,043
Other current assets........................................................       1,938,165             1,158,841
                                                                              ---------------       ---------------
Total current assets........................................................      31,236,508            28,982,779
Property and equipment, net.................................................      13,984,559            12,925,177
Marketable securities.......................................................         262,500               262,500
Deposits and other assets, net..............................................       1,374,377             1,431,188
Goodwill, net...............................................................      10,068,769            10,219,525
                                                                              ---------------        --------------
                                                                              $   56,926,713        $   53,821,169
                                                                              ===============        ==============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable...........................................................   $    2,898,452        $    1,268,306
Accrued expenses...........................................................        3,509,825             2,115,220
Income taxes payable.......................................................               --               107,133
Short-term notes payable...................................................        1,056,018               156,018
Current portion of capitalized lease obligations...........................        1,296,968             1,061,767
Current portion of long-term debt..........................................          451,057               354,401
Deferred tuition revenue...................................................       18,694,807            15,966,150
                                                                              ---------------        --------------
Total current liabilities..................................................       27,907,127            21,028,995
Other liabilities..........................................................          500,962               609,708
Capitalized lease obligations..............................................        3,532,919             2,535,673
Long-term debt.............................................................        7,598,245            11,813,639
Commitments and contingencies
Stockholders' equity:
   Common stock, no par value, authorized 100,000,000 shares issued and
     outstanding 13,207,605 shares at September 30, 1998
     and 13,193,582 shares at March 31, 1998...............................       21,189,304            21,183,554
   Additional paid-in capital..............................................          671,536               671,536
   Accumulated deficit ....................................................       (4,447,422)           (3,995,978)
   Accumulated other comprehensive loss....................................          (25,958)              (25,958)
                                                                              ---------------       ---------------
Total stockholders' equity.................................................       17,387,460            17,833,154
                                                                              ---------------       ---------------
                                                                              $   56,926,713        $   53,821,169
                                                                              ===============        ==============
</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
                                                                                SEPTEMBER 30,
                                                                     -----------------------------------
                                                                          1998                1997
                                                                     ---------------     ---------------
<S>                                                                  <C>                       <C>

Net revenues.......................................................  $   18,299,125      $  14,502,007

Costs and expenses:
   Instructional and educational support...........................      11,502,865          9,992,729
   Selling and promotional.........................................       2,564,395          2,228,724
   General and administrative......................................       3,739,427          2,592,573
                                                                     ---------------     --------------

Total costs and expenses...........................................      17,806,687         14,814,026
                                                                     ---------------     --------------

Income (loss) from operations......................................         492,438           (312,019)

Other (income) expense:
   Interest expense................................................         358,390            324,879
   Interest income.................................................         (54,805)           (48,312)
                                                                      --------------     --------------

Income (loss) before income tax benefit6...........................         188,853           (588,586)

Income tax benefit.................................................              --                 --
                                                                      --------------     --------------

Net income (loss)..................................................   $     188,853      $    (588,586)
                                                                      ==============     ==============

Net income (loss) per share:
   Basic...........................................................   $        0.01      $       (0.05)
                                                                      ==============     ==============
   Diluted.........................................................   $        0.01      $       (0.05)
                                                                      ==============     ==============

Weighted average common shares outstanding:
   Basic...........................................................      13,205,650         12,678,256
                                                                      ==============     ==============
   Diluted.........................................................      13,927,576         12,678,256
                                                                      ==============     ==============


</TABLE>




                 See accompanying notes to financial statements.

                                       -4-


<PAGE>



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



                                                                          FOR THE SIX MONTHS ENDED
                                                                                SEPTEMBER 30,
                                                                     -----------------------------------
                                                                          1998                1997
                                                                     ---------------     ---------------
<S>                                                                  <C>                       <C>

Net revenues........................................................  $  34,067,033       $ 27,942,795

Costs and expenses:
   Instructional and educational support............................     22,437,798         19,483,374
   Selling and promotional..........................................      5,091,753          4,184,868
   General and administrative.......................................      6,778,924          5,727,001
                                                                      -------------       -------------

Total costs and expenses............................................     34,308,475         29,395,243
                                                                      -------------       -------------

Loss from operations................................................       (241,442)        (1,452,448)

Other (income) expense:
   Interest expense.................................................        676,650            595,933
   Interest income..................................................       (123,648)           (88,972)
                                                                      --------------      -------------

Loss before income tax benefit......................................       (794,444)        (1,959,409)

Income tax benefit..................................................        343,000                 --
                                                                      --------------      -------------

Net loss............................................................  $    (451,444)      $ (1,959,409)
                                                                      ==============      =============

Net loss per share:
   Basic ...........................................................  $       (0.03)      $      (0.15)
                                                                      ==============      =============
   Diluted..........................................................  $       (0.03)      $      (0.15)
                                                                      ==============      =============

Weighted average common shares outstanding:
   Basic ...........................................................     13,202,209          12,677,921
                                                                      ==============     ===============
   Diluted..........................................................     13,202,209          12,677,921
                                                                      ==============     ================


</TABLE>






                 See accompanying notes to financial statements.







                                       -5-


<PAGE>



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

<TABLE>
<CAPTION>


                                                                          FOR THE SIX MONTHS ENDED
                                                                                SEPTEMBER 30,
                                                                     -----------------------------------
                                                                          1998                1997
                                                                     ---------------     ---------------
<S>                                                                  <C>                       <C>


Cash flows from operating activities:
Net loss.........................................................    $     (451,444)      $  (1,959,409)
Adjustments to reconcile net loss to net cash provided by
   (used in) operating activities:
   Depreciation and amortization.................................         2,004,112           1,636,888
   Bad debt expense..............................................         1,761,342           1,465,558
   Deferred tax provision........................................          (343,000)                 --
   Changes in operating assets and liabilities:
        Restricted cash..........................................                --             511,927
        Accounts receivable......................................        (6,200,554)         (4,938,853)
        Inventories..............................................           (25,571)           (153,777)
        Other current assets.....................................          (779,324)           (306,443)
        Deposits and other assets................................           (70,992)            (53,637)
        Accounts payable.........................................         1,630,146             234,739
        Accrued expenses.........................................         1,394,605            (349,554)
        Income taxes payable.....................................          (127,133)                392
        Deferred tuition revenue.................................         2,728,657           3,031,898
        Other....................................................          (108,746)            (99,126)
                                                                     ---------------      --------------
        Net cash provided by (used in) operating activities......         1,412,098            (979,397)
                                                                     ---------------      --------------

Cash flows from investing activities:
Purchase of property and equipment...............................        (1,247,152)         (2,391,304)
                                                                     ---------------      --------------
Net cash used in investing activities............................        (1,247,152)         (2,391,304)
                                                                     ---------------      --------------
Cash flows from financing activities:
Proceeds from revolving line of credit, long-term
   borrowings and capital lease obligations......................        18,206,175          17,657,142
Principal payments on revolving line of credit,
   long-term borrowings and capital lease obligations............       (21,730,249)        (18,092,586)
Proceeds from short-term notes payable...........................                --           1,086,017
Proceeds from exercise of options and warrants...................             5,750               3,188
                                                                     ---------------      --------------

Net cash (used in) provided by financing activities..............        (3,518,324)            653,761
                                                                     ---------------      --------------

Decrease in cash and cash equivalents............................        (3,353,378)         (2,716,940)
Cash and cash equivalents at beginning of period.................         3,384,336           3,853,932
                                                                     ---------------      --------------
Cash and cash equivalents at end of period.......................    $       30,958       $   1,136,992
                                                                     ===============      ==============


                        Continued on the following page.

                                       -6-


<PAGE>



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



                                                                          FOR THE SIX MONTHS ENDED
                                                                                SEPTEMBER 30,
                                                                     -----------------------------------
                                                                          1998                1997
                                                                     ---------------     ---------------


Supplemental disclosures of noncash financing
and investment activities:

Equipment acquired under capital leases........................      $    1,537,782      $       788,639
                                                                     ===============     ================

Supplemental disclosures of cash flow information:
Interest paid..................................................      $      602,915      $       536,075
                                                                     ===============     ================
Income taxes paid..............................................      $      155,200      $         1,343
                                                                     ===============     ================



</TABLE>
























                 See accompanying notes to financial statements.

                                       -7-


<PAGE>




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, 1998. 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.

         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

     In fiscal 1998, Whitman adopted Statement of Financial Accounting Standards
No. 128, Earnings per Share. All earnings per share amounts for all periods have
been  presented,  and where  necessary, restated to conform to the Statement 128
requirements.



                                       -8-


<PAGE>



2.   EARNINGS PER SHARE - (CONTINUED)

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

<TABLE>
<CAPTION>

                                                       THREE MONTHS ENDED                SIX MONTHS ENDED
                                                            SEPTEMBER                        SEPTEMBER
                                             ----------------------------------  --------------------------------
                                                  1998                1997            1998              1997
                                             --------------      --------------  --------------    --------------
<S>                                          <C>                 <C>              <C>               <C>

Numerator:
     Net income (loss)....................   $     188,853      $   (588,586)    $    (451,444)    $ (1,959,409)
                                             =============      =============    ==============    =============
Denominator:
     Denominator for basic
       earnings per share -
       weighted-average shares............      13,205,650        12,678,256        13,202,209       12,677,921
Effect of dilutive securities:
     Employee stock options...............         579,613                --                --              --
     Warrants.............................         142,313                --                --              --
                                             --------------     -------------     -------------    -------------
     Dilutive potential common
       shares.............................         721,926                --                --              --
                                             --------------     -------------     -------------    -------------
      Denominator for diluted
        earnings per share -
        adjusted weighted -
        average shares and
        assumed conversions...............      13,927,576        12,678,256        13,202,209      12,677,921
                                             ==============     =============     =============    =============

Basic earnings (loss) per share...........   $        0.01      $      (0.05)     $      (0.03)          (0.15)
                                             ==============     =============     =============    =============

Diluted earnings (loss) per share.........   $        0.01      $      (0.05)     $      (0.03)          (0.15)
                                             ==============     =============     =============    =============

</TABLE>

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 September 30, 1998 and 1997, total comprehensive
income was $173,853 and comprehensive loss was $526,711,  respectively.  For the
six months ended September 30, 1998 and 1997,  total  comprehensive  losses were
$451,444 and $1,897,534, respectively.


4.   CONTINGENCIES

     In August 1998, three  individuals  purporting to be former students of the
diagnostic medical ultrasound program of the Philadelphia  Ultrasound Diagnostic


                                       -9-


<PAGE>



4.  CONTINGENCIES - (CONTINUED)

School  filed  a  lawsuit  against   Whitman,   Ultrasound  Technical  Services,
Inc., a subsidiary of Whitman that owns and operates the  Ultrasound  Diagnostic
Schools, certain current and former officers, directors and employees of Whitman
and a former consultant, 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  complaint  alleges,  among other  things,
certain state and federal statutory violations, breach of contract and fraud and
seeks to have the action certified as a class action encompassing  students from
both  the  Philadelphia  and  Pittsburgh   Ultrasound  Diagnostic  Schools.  The
plaintiffs seek injunctive relief, compensatory, treble and punitive damages and
attorneys'  fees and costs. A motion to dismiss has been filed by Whitman and is
presently  pending  before the court.  Whitman  believes  the lawsuit is without
merit and intends to vigorously defend it. While the outcome cannot be predicted
with  certainty,  if determined  adversely to Whitman,  it could have a material
adverse effect on Whitman's financial position and results of operations.


5.   SUBSEQUENT EVENT

     On November 9, 1998,  Colorado Technical  University,  Inc., entered into a
Letter  of Intent to sell its Huron  University  ("HU")  campus in Huron,  South
Dakota to a newly-formed  entity to be  capitalized by HU's existing  management
and certain  investors.  In connection with the proposed  transaction,  Colorado
Technical University would contribute the operating assets of HU and $500,000 to
the purchaser, and the purchaser would issue Colorado Technical University, Inc.
convertible  preferred stock and assume the third party liabilities of HU. Under
the terms of the proposed transaction,  the preferred stock would be convertible
into common stock equal to 19.9% of the common equity of HU. The preferred stock
would  have a  liquidation  preference  equal to the net value of the assets and
cash  contributed by Colorado  Technical  University.  Subject to the conversion
right,  the  preferred  stock  would  be  redeemable  by HU for  up to 10  years
following the transaction for an amount equal to the liquidation preference.

     Completion of the transaction is subject to various  conditions,  including
the execution of a definitive agreement,  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 HU
by the North Central  Association  of Colleges and Schools and HU  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 on or about June 1999. There can be no assurance,  however, that the
parties will execute a definitive  agreement on the terms set forth above, or at
all, or that any of the foregoing  conditions  will be  satisfied.  Accordingly,
there can be no  assurance  that the  proposed  transaction  will,  in fact,  be
consummated.




                                      -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
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,  1998 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,  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  and  risks  relating  to
Whitman's  ability to refinance or extend its revolving credit  facility,  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 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>

                                                 THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                     SEPTEMBER 30,                        SEPTEMBER 30,
                                             ---------------------------           --------------------------
                                               1998               1997                1998            1997
                                             ---------         ---------           ---------        ---------
<S>                                           <C>             <C>                      <C>           <C>    

Net revenues..............................      100%              100%                 100%            100%
                                              -------           -------              -------         -------

Costs and expenses:
   Instructional and educational support        62.9             68.9                  65.9           69.7
   Selling and promotional...............       14.0             15.4                  14.9           15.0
   General and administrative............       20.4             17.9                  19.9           20.5
                                              -------          -------               -------        -------
Total costs and expenses.................       97.3            102.2                 100.7          105.2
                                              -------          -------               -------        -------
Income (loss) from operations............        2.7             (2.2)                 (0.7)          (5.2)
Other (income) expense:
   Interest expense......................        2.0              2.2                   2.0            2.1
   Interest income.......................       (0.3)            (0.3)                 (0.4)          (0.3)
                                              -------          -------               -------        -------
Income (loss) before income taxes........        1.0             (4.1)                 (2.3)          (7.0)
Income tax benefit.......................         --               --                   1.0             --
                                              -------          -------               -------        -------

Net income (loss)........................        1.0%            (4.1)%                (1.3)%         (7.0)%
                                              =======          =======               =======        =======


</TABLE>

                                      -11-


<PAGE>



THREE  MONTHS  ENDED  SEPTEMBER  30,  1998  COMPARED TO THE THREE  MONTHS  ENDED
SEPTEMBER 30, 1997

     Net revenues  increased  by $3.8 million or 26.2% to $18.3  million for the
three months ended  September  30, 1998 from $14.5  million for the three months
ended  September  30, 1997.  The increase  was  primarily  due to an increase in
average student enrollment.  Average student enrollment  increased 21.9% overall
with the  University  Degree  Division  experiencing  a 42.8%  increase  and the
Associate Degree Division experiencing a 13.5% increase.

     The increase in student  enrollment in the University  Degree  Division was
primarily due to increased  enrollments at the Denver campus which was opened in
October 1996 and the Sioux Falls campus which was relocated to a larger facility
in August  1998,  and the  addition of new degree  programs at each of the three
Colorado Technical  University  campuses.  The increase in student enrollment in
the Associate Degree Division was primarily due to increased  enrollments in the
medical assisting program offered by the Ultrasound Diagnostic Schools.

     Instructional and educational support increased by $1.5 million or 15.1% to
$11.5  million for the three months ended  September 30, 1998 from $10.0 million
for the three months ended September 30, 1997. The increase in instructional and
educational  support  expenses was primarily due to the increase in direct costs
necessary to support the increase in student  population.  The increase in these
direct costs  consisted  primarily of increases in payroll and related  benefits
for faculty and staff,  and an increase in occupancy costs primarily  related to
expanded  facilities  and upgraded  equipment.  As a percentage of net revenues,
instructional and educational  support expenses decreased to 62.9% for the three
months ended  September 30, 1998 as compared to 68.9% for the three months ended
September  30, 1997 due to a greater rate of increase in net  revenues  than the
rate of  increase  in  such  expenses  necessary  to  support  the  increase  in
enrollment.

     Selling and promotional expenses increased by $0.4 million or 15.1% to $2.6
million for the three months ended  September 30, 1998 from $2.2 million for the
three months ended  September 30, 1997. The increase in selling and  promotional
expenses was  primarily  due to increased  marketing  and  advertising  expenses
necessary to support the growth in student  enrollments.  As a percentage of net
revenues,  selling and  promotional  expenses  decreased  to 14.0% for the three
months ended September 30, 1998, as compared to 15.4% for the three months ended
September  30,  1997.  This  decrease  was  primarily  due to a greater  rate of
increase  in net  revenues  than the rate of  increase  in such  expenses at the
University Degree Division.

     General and  administrative  expenses increased by $1.1 million or 44.2% to
$3.7 million for the three months ended September 30, 1998 from $2.6 million for
the three months ended  September  30, 1997.  As a percentage  of net  revenues,
general and administrative expenses were 20.4% and 17.9%, respectively,  for the
three months ended  September 30, 1998 and September 30, 1997.  The increases in
general  and  administrative  expenses  were  primarily  due to an  increase  in
administrative  costs necessary to support the growth in student population,  an
increase in bad debt expense due to an increase in student receivables resulting
from an increase in student enrollment, and an increase in professional fees.

     Whitman  reported  net  income  of  $189,000  for the  three  months  ended
September  30, 1998 as compared to a net loss of $589,000  for the three  months
ended September 30, 1997. The increase in profitability  was primarily due to an
increase in operating income of $.8 million from the Associate Degree Division.


                                      -12-


<PAGE>



SIX MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THE SIX MONTHS ENDED
SEPTEMBER 30, 1997

     Net revenues  increased  by $6.1 million or 21.9% to $34.0  million for the
six months ended  September 30, 1998 from $27.9 million for the six months ended
September  30, 1997.  The increase was  primarily  due to an increase in average
student enrollment.  Average student enrollment increased 19.7% overall with the
University  Degree  Division  experiencing  a 30.0%  increase and the  Associate
Degree Division experiencing a 14.7% increase.

     The increase in student  enrollment in the University  Degree  Division was
primarily due to increased  enrollments at the Denver and Sioux Falls  campuses,
and the addition of new degree programs at each of the three Colorado  Technical
University campuses.  The increase in student enrollment in the Associate Degree
Division was primarily  due to increased  enrollments  in the medical  assisting
programs offered by the Ultrasound Diagnostic Schools.

     Instructional and educational support increased by $2.9 million or 15.2% to
$22.4 million for the six months ended September 30, 1998 from $19.5 million for
the six months ended  September  30, 1997.  The  increase in  instructional  and
educational  support  expenses was  primarily  due to an increase in payroll and
related  benefits  for  faculty and staff  resulting  from the growth in student
enrollments  and an increase in occupancy  costs  resulting  from the upgrade of
equipment and expansion of facilities  at the Associate  Degree  Division.  As a
percentage of net  revenues,  instructional  and  educational  support  expenses
decreased  to 65.9% for the six months ended  September  30, 1998 as compared to
69.7% for the six  months  ended  September  30,  1997 due to a greater  rate of
increase in net revenues than the rate of increase in such expenses necessary to
support the increase in enrollment.

     Selling and promotional expenses increased by $0.9 million or 21.7% to $5.1
million for the six months  ended  September  30, 1998 from $4.2 million for the
six months ended  September  30, 1997.  The increase in selling and  promotional
expenses was  primarily  due to increased  marketing  and  advertising  expenses
necessary to support the growth in student  enrollments.  As a percentage of net
revenues,  selling and promotional expenses were 14.9% and 15.0%,  respectively,
for the six months ended September 30, 1998 and September 30, 1997.

     General and  administrative  expenses increased by $1.1 million or 18.4% to
$6.8 million for the six months ended  September  30, 1998 from $5.7 million for
the  six  months  ended   September  30,  1997.  The  increase  in  general  and
administrative expenses was primarily due to an increase in administrative costs
necessary  to support the growth in student  enrollments  and an increase in bad
debt  expense  due to an  increase  in  student  receivables  resulting  from an
increase in student  enrollment.  As a percentage of net  revenues,  general and
administrative expenses were 19.9% and 20.5%,  respectively,  for the six months
ended September 30, 1998 and September 30, 1997.

     Whitman  reported a net loss of $.5  million  and $2.0  million for the six
months ended September 30, 1998 and 1997, respectively.  The decrease in the net
loss was  primarily  due to an  increase  in  operating  income of $1.7  million
from the Associate Degree Division.

SEASONALITY

     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


                                      -13-


<PAGE>



SEASONALITY - (CONTINUED)

school,  with  the  greatest  seasonal effect in  the second quarter.  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. This seasonal
impact was  compounded  in the first and second  quarters of the current  fiscal
year as a result of increased operating expenses at Huron University as compared
to the same  quarters  one year  ago.  Operating  expenses  at Huron  University
increased  during the third quarter of fiscal 1998 due to an increase in payroll
expenses for faculty and staff to improve the  academic  programs and to support
increased  enrollment.  The decline in net revenues at Huron University combined
with the  increased  level of  operating  expenses,  which  remained  relatively
constant in the first and second  quarters  as compared to the third  quarter of
the last  fiscal  year,  resulted  in  operating  losses of $.7 million and $1.6
million,  respectively, for the three and six months ended September 30, 1998 as
compared to operating losses of $.6 million and $.7 million,  respectively,  for
the three and six months ended September 30, 1997.


YEAR 2000 ISSUE

     Whitman  has  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.  Whitman is 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.  Whitman has substantially  completed
an  assessment  of its  computer  systems  and  has  determined  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
its information systems.  Whitman expects to substantially complete and test the
Year 2000  issues by the early part of 1999,  which is prior to any  anticipated
impact on Whitman's operating systems.

     Based on preliminary  information,  costs of addressing  potential problems
are not  currently  expected  to have a  material  adverse  impact on  Whitman's
financial position, results of operations or cash flows in future periods. While
Whitman  believes  its  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 Whitman's efforts or those of third
parties with whom Whitman  interacts,  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 its  facilities to
date,  Whitman does not believe that  contingency  planning is warranted at this
time. The assessment of third parties  external to Whitman is underway,  and the
results of this assessment,  when completed, may reveal the need for contingency
planning  at a  later  date.  Whitman  will  regularly  evaluate  the  need  for
contingency  planning  based on the  progress  and  findings  of the  Year  2000
project.




                                      -14-


<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash  equivalents  at  September  30, 1998 and March 31, 1998 were
$31,000  and  $3.4  million,   respectively.  The  decrease  in  cash  and  cash
equivalents  was  primarily due to the net repayment of debt of $3.5 million for
the six months ended September 30, 1998. Whitman's working capital totalled $3.3
million at September 30, 1998 and $8.0 million at March 31, 1998.

     Whitman experiences a decline in cash flow in the first and second quarters
due to the seasonal effect of lower enrollment during the summer months. Whitman
believes that cash flow will  strengthen in the third and fourth  quarters since
these periods have historically  represented the periods of highest revenues and
net income within a fiscal year.

     Net cash of $1.4 million was provided by operating  activities  for the six
months  ended  September  30,  1998  compared  to net  cash  used  in  operating
activities  of $1.0 million for the six months  ended  September  30, 1997.  The
increase of $2.4 million was  primarily  due to an increase in accounts  payable
and accrued expenses due to the timing of payments and a decline in the net loss
as compared to the prior year.

     Net cash of $1.2 million and $2.4 million was used for investing activities
for the six months ended September 30, 1998 and 1997, respectively. The decrease
of $1.2  million was  primarily  due to a reduction in net cash used for capital
expenditures.

     Net cash of $3.5  million  was  used in  financing  activities  for the six
months ended September 30, 1998,  compared to net cash of $0.7 million  provided
by  financing  activities  for the six months  ended  September  30,  1997.  The
increase in cash used was due to an increase of $3.1  million in net payments on
long-term borrowings.

     Whitman has a revolving  credit  facility that matures in April 1999 in the
amount  of $7.5  million.  At  September  30,  1998,  Whitman  had $6.2  million
outstanding  and $1.1 million  available under this facility.  Borrowings  under
this facility  decreased by $1.1 million from the amounts  outstanding  at March
31, 1998. The amounts  borrowed under the working  capital  facility for the six
months ended September 30, 1998 were primarily used for operations, repayment of
debt and  capital  expenditures.  Whitman  intends  to  refinance  or extend its
revolving  credit  facility  on a long-term  basis in fiscal 1999 under  similar
terms and conditions.

     Under a separate  standard of financial  responsibility,  if based upon the
institution's annual compliance audit an institution has made late refunds to 5%
or more of the  sample  of  student  records  audited  in either of the two most
recent fiscal years,  the  institution is required to post a letter of credit in
favor of the DOE in an amount equal to 25% of the total Title IV Program refunds
paid by the  institution in its prior fiscal year.  Based on this  standard,  in
October 1998, Whitman posted letters of credit amounting to $450,000 as a result
of late refund findings with respect to fiscal 1998.

     Whitman's  primary source of operating  liquidity is the cash received from
payments of tuition and fees. Most students attending  Whitman's schools receive
some form of  financial  aid under Title IV  Programs.  UDS,  Sanford-Brown  and
Colorado  Tech  receive  approximately  81%,  83%  and  39%  of  their  funding,
respectively,  from the Title IV Programs.  Disbursements under each program are
subject to disallowance and repayment by the schools.



                                      -15-


<PAGE>



LIQUIDITY ANDCAPITAL RESOURCES - (CONTINUED)

     Whitman  believes  that  with  its  working  capital,  its cash  flow  from
operations,  its revolving credit facility and its expected increased financings
under  capital  lease  obligations  to fund capital  expenditures,  it will have
adequate  resources  to meet  its  anticipated  operating  requirements  for the
foreseeable future.


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     In August 1998, three  individuals  purporting to be former students of the
diagnostic medical ultrasound program of the Philadelphia  Ultrasound Diagnostic
School filed a lawsuit against Whitman,  Ultrasound Technical Services,  Inc., a
subsidiary of Whitman that owns and operates the Ultrasound  Diagnostic Schools,
certain  current and former  officers,  directors and employees of Whitman and a
former  consultant,  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 complaint alleges, among other things, certain state
and federal statutory violations, breach of contract and fraud and seeks to have
the action  certified  as a class  action  encompassing  students  from both the
Philadelphia and Pittsburgh  Ultrasound  Diagnostic Schools. The plaintiffs seek
injunctive relief, compensatory, treble and punitive damages and attorneys' fees
and costs.  A motion to  dismiss  has been  filed by  Whitman  and is  presently
pending  before the court.  Whitman  believes  the lawsuit is without  merit and
intends to  vigorously  defend it. While the outcome  cannot be  predicted  with
certainty,  if determined adversely to Whitman, it could have a material adverse
effect on Whitman's financial position and results of operations.


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

ANNUAL SHAREHOLDERS' MEETING

     On August 27, 1998, the Company held its annual meeting of shareholders. At
that  meeting,  all of the nominees for  directors  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.               10,489,314            529,025
         Richard C. Pfenniger              10,489,038            529,301
         Jack R. Borsting                  10,489,314            529,025
         Peter S. Knight                   10,489,314            529,025
         Lois F. Lipsett                   10,489,314            529,025
         Richard M. Krasno                 10,489,314            529,025
         Percy A. Pierre                   10,489,314            529,025
         Neil Flanzraich                   10,489,314            529,025
         A. Marvin Strait                  10,489,314            529,025


</TABLE>

                                      -16-


<PAGE>


ANNUAL SHAREHOLDERS' MEETING - (CONTINUED)

     In addition,  the shareholders of the Company approved the amendment of the
Company's  1996 stock option  plan.  A total of  7,261,289  shares were voted in
favor of the amendment,  913,986 shares were voted against the amendment, 15,164
shares abstained from the vote and 2,827,900 shares were not voted.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      a)   Exhibits

           2.1    Bylaws, as amended
 
           10.1    1996 Stock Option Plan, as amended

           27      Financial Data Schedule

     (b)   Reports on Form 8-K

     No  reports on Form 8-K were filed by  Company  during  the  quarter  ended
September 30, 1998.



<PAGE>
                                   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/S FERNANDO L. FERNANDEZ
                                         --------------------------------------
                                                 FERNANDO L. FERNANDEZ
                                                 VICE PRESIDENT - FINANCE, CHIEF
                                                 FINANCIAL OFFICER AND TREASURER

Date:    November 13, 1998


                                      -17-