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, 1997


                         Commission File Number 1-13722

                          WHITMAN EDUCATION GROUP, INC.


           Florida                                         22-2246554
-------------------------------                        --------------------
(State of other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

            4400 Biscayne Boulevard, 6th Floor, 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 the  issuer's
classes of common stock, as of the latest practicable date.

         As of November 12, 1997,  there were 12,918,576  shares of common stock
outstanding.


                                       -1-

<PAGE>



                          WHITMAN EDUCATION GROUP, INC.
                                    FORM 10-Q
                               SEPTEMBER 30, 1997

                                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..................................    9



PART II - OTHER INFORMATION

Item 5. Other Information...........................................   14

Item 6. Exhibits and Reports on Form 8-K............................   15





                                       -2-

<PAGE>



                         PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
                 WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                  SEPTEMBER 30,          MARCH 31,
                                                                                      1997                 1997
                                                                                ---------------     ---------------
                                                                                  (UNAUDITED)
<S>                                                                              <C>                <C> 
ASSETS   
Current assets:
Cash and cash equivalents....................................................   $  1,136,992        $    3,853,932
Restricted cash..............................................................             --               511,927
Accounts receivable, net.....................................................     21,632,678            18,159,383
Inventories..................................................................      1,237,901             1,084,124
Deferred income taxes........................................................        853,267               853,267
Other current assets.........................................................      1,359,122             1,072,511
                                                                                -------------       ---------------

Total current assets.........................................................     26,219,960            25,535,144

Property and equipment, net..................................................     12,100,972            10,062,815
Marketable securities........................................................        358,125               296,250
Deferred costs...............................................................         36,504                93,567
Deposits and other assets, net ..............................................      1,286,656             1,513,553
Goodwill, net................................................................     10,367,845            10,516,165
                                                                                -------------       ---------------

                                                                                $ 50,370,062        $   48,017,494
                                                                                =============       ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.............................................................   $  2,625,022        $    2,390,283
Accrued expenses.............................................................      2,524,369             2,873,923
Income taxes payable.........................................................         24,561                34,816
Short-term notes payable.....................................................      1,086,017                    --
Current portion of capitalized lease obligations.............................        939,536             1,040,403
Current portion of long-term debt............................................        302,950               540,565
Deferred tuition revenue.....................................................     16,031,246            12,999,348
                                                                                -------------       --------------- 

Total current liabilities....................................................     23,533,701            19,879,338

Other liabilities............................................................        822,733               921,859
Capitalized lease obligations................................................      2,370,528             2,013,125
Long-term debt...............................................................      9,430,291             9,096,017
Commitments and contingencies
Stockholders' equity:
   Common stock, no par value, authorized 100,000,000 shares, issued and
      outstanding 12,678,882 shares..........................................     20,587,202            20,584,014
   Additional paid-in capital................................................        671,536               671,536
   Accumulated deficit ......................................................     (6,098,531)           (4,139,122)
   Treasury stock, 239,694 shares............................................     (1,009,273)           (1,009,273)
   Net unrealized gain on noncurrent marketable securities...................         61,875                    --
                                                                                -------------       ---------------
Total stockholders' equity...................................................     14,212,809            16,107,155
                                                                                -------------       ---------------

                                                                                $ 50,370,062        $   48,017,494
                                                                                =============       ===============
</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,
                                                          ----------------------------------------
                                                               1997                     1996
                                                          --------------           ---------------
<S>                                                                   <C>                      <C>

Net revenues...........................................   $  14,502,007            $   11,084,981

Costs and Expenses:
     Instructional and educational support.............       9,992,729                 7,255,903
     Selling and promotion.............................       2,228,724                 1,564,124
     General and administrative........................       2,592,573                 2,784,276
                                                          --------------           ---------------

Total costs and expenses...............................      14,814,026                11,604,303
                                                          --------------           --------------- 

Loss from operations...................................        (312,019)                 (519,322)

Interest expense, net..................................        (276,567)                 (236,961)
                                                          --------------           ---------------

Loss before income taxes ..............................        (588,586)                 (756,283)

Income tax benefit.....................................              --                   272,216
                                                          --------------           ---------------

Net loss ..............................................   $    (588,586)           $     (484,067)
                                                          ==============           =============== 

Net loss per share of common stock.....................   $        (.05)           $         (.04)
                                                          ==============           ===============

Average number of common stock and common stock 
     equivalent shares outstanding, excluding common 
     stock shares held in escrow in 1996...............      12,678,256                10,828,356
                                                          ==============           ===============

</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,
                                                          --------------------------------------
                                                               1997                     1996
                                                          --------------         --------------- 
<S>                                                         <C>                    <C>   

Net revenues...........................................   $  27,942,795          $   22,483,849

Costs and Expenses:
     Instructional and educational support.............      19,483,374              14,166,150
     Selling and promotion.............................       4,184,868               3,046,125
     General and administrative........................       5,727,001               5,397,458
                                                          --------------         ---------------

Total costs and expenses...............................      29,395,243              22,609,733
                                                          --------------         ---------------

Loss from operations...................................      (1,452,448)               (125,884)

Interest expense, net..................................        (506,961)               (459,903)
                                                          --------------         ---------------

Loss before income taxes ..............................      (1,959,409)               (585,787)

Income tax benefit.....................................              --                 177,737
                                                          --------------         ---------------

Net loss ..............................................   $  (1,959,409)         $     (408,050)
                                                          ==============         ===============

Net loss per share of common stock.....................   $        (.15)         $         (.04)
                                                          ==============         ===============

Average number of common stock and common stock 
     equivalent  shares  outstanding, excluding 
     common stock shares held in escrow in 1996........      12,677,921              10,629,432
                                                          ==============         ===============

</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,
                                                          --------------------------------------
                                                               1997                     1996
                                                          --------------         --------------- 
<S>                                                         <C>                    <C>   

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ...............................................  $  (1,959,409)         $    (408,050)
Adjustments to reconcile net loss to net
  cash used in operating activities:
  Depreciation and amortization.........................      1,636,888              1,284,634
  Bad debt expense......................................      1,465,558              1,051,974
  Deferred tax provision................................             --               (228,501)
Changes in operating assets and liabilities:
  Restricted cash.......................................        511,927                   (712)
  Accounts receivable...................................     (4,938,853)            (3,868,316)
  Inventories...........................................       (153,777)               (76,491)
  Other current assets..................................       (306,443)              (803,277)
  Deferred costs........................................         (2,936)                (6,055)
  Deposits and other assets.............................        (66,759)               (42,686)
  Accounts payable......................................        234,739              1,622,447
  Accrued expenses......................................       (349,554)               545,784
  Income taxes payable..................................            392               (189,491)
  Deferred tuition revenue..............................      3,031,898                260,010
  Other.................................................        (99,126)                    --
                                                          --------------         --------------
  Net cash used in operating activities.................       (995,455)              (858,730)
                                                          --------------         --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Payments into escrow for acquisition of
  Sanford-Brown College.................................         16,058                (74,861)
Purchase of property and equipment......................     (2,391,304)            (1,748,535)
                                                          --------------         --------------
Net cash used in investing activities...................     (2,375,246)            (1,823,396)
                                                          --------------         --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term notes payable..................      1,086,017                     --
Proceeds from revolving line of credit
  and long-term borrowings..............................     17,657,142             15,272,708
Principal payments on revolving line of credit,
  long-term borrowings and other liability..............    (17,560,483)           (14,946,473)
Principal payments on capitalized lease obligations.....       (532,103)              (545,651)
Proceeds from exercise of options and warrants..........          3,188                383,633
                                                          --------------         --------------

Net cash provided by financing activities...............        653,761                164,217
                                                          --------------         --------------


Decrease in cash and cash equivalents...................     (2,716,940)            (2,517,909)
Cash and cash equivalents at beginning of period........      3,853,932              2,762,141
CTU activity for the three-months ended March 31, 1996..             --                (15,423)
                                                          --------------         --------------
Cash and cash equivalents at end of period..............  $   1,136,992          $     228,809
                                                          ==============         ==============
</TABLE>



                        Continued on the following page.


                                       -6-

<PAGE>



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

<TABLE>
<CAPTION>

                                                          FOR THE SIX MONTHS ENDED SEPTEMBER 30,
                                                          --------------------------------------
                                                               1997                     1996
                                                          --------------         --------------- 
<S>                                                         <C>                    <C>   

                                                           
SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING 
AND INVESTING ACTIVITIES:

Equipment acquired under capital leases................... $   788,639           $     330,613
                                                           ============          ============== 
Stock issued in connection with acquisition of
  Sanford-Brown........................................... $        --           $   3,750,000
                                                           ============          ============== 
Treasury stock issued in connection with purchase
  of DFAS................................................. $        --           $     203,000
                                                           ============          ============== 
Value of stock options issued for services rendered....... $        --           $      55,036
                                                           ============          ============== 


Supplemental disclosures of cash flow information:
Interest paid............................................. $   536,075           $     450,697
                                                           ============          ============== 
Income taxes paid......................................... $     1,343           $     220,495
                                                           ============          ============== 


</TABLE>











                 See accompanying notes to financial statements.


                                       -7-

<PAGE>



                         PART I - FINANCIAL INFORMATION
              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 the Company, 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 the Company's Form 10-K for the fiscal
year ended March 31, 1997. 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.

     The Company experiences  seasonality in its quarterly results of operations
as a result of changes in the level of student enrollment. New enrollment in the
Company'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,  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.

2.   ACQUISITION OF HURON UNIVERSITY

     On December  30, 1996,  Colorado  Technical  University  acquired the South
Dakota  operations and certain assets at two campuses of Huron  University.  The
acquisition  was  accounted  for using the purchase  method of  accounting  and,
accordingly,  operations were included in the Company's  Statement of Operations
beginning on January 1, 1997.

     The  following  unaudited  pro forma  information  combines  the results of
operations  of Whitman and Huron  University  for the three and six months ended
September 30, 1996 as if the  transaction  had occurred at April 1, 1996,  after
giving  effect to certain  adjustments  including  additional  rent  expense and
reductions  in interest and  depreciation  expense  (amounts  are in  thousands,
except per share amounts).


                                       -8-

<PAGE>

<TABLE>
<CAPTION>
                                   THREE MONTHS ENDED      SIX MONTHS ENDED
                                   SEPTEMBER 30, 1996     SEPTEMBER 30, 1996
                                   ------------------     ------------------
          <S>                        <C>                    <C> 

         Net revenues...........      $  11,699              $  23,666
         Net loss ..............      $    (976)             $  (1,299)
         Loss per common share..      $   (0.09)             $    (.12)
</TABLE>

3.   CONTINGENCIES

     The Company is a party to routine  litigation  incidental  to its business.
Management does not believe that an adverse result in any or all of such routine
litigation  will  have a  material  adverse  effect on the  Company's  financial
condition or results of operations.

4.   SUBSEQUENT EVENT

     On  October  30,  1997,  a limited  partnership  beneficially  owned by the
Chairman  of the Board  exercised  warrants  to  purchase  500,000  shares at an
exercise price of $3.125 per share.


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 the Company,  the related  notes to
consolidated  financial  statements and Management's  Discussion and Analysis of
Financial  Condition  and Results of Operations  included in the Company's  Form
10-K for the year ended March 31, 1997 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.  Investors are cautioned that forward
looking  statements  involve  risks that may affect the  Company's  business and
prospects,  including  economic,  competitive,  governmental,  and other factors
discussed in this report and in the Company'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:




                                       -9-

<PAGE>
<TABLE>
<CAPTION>


                                                THREE MONTHS ENDED           SIX MONTHS ENDED
                                                   SEPTEMBER 30,               SEPTEMBER 30,
                                             -----------------------     -----------------------
                                                1997         1996           1997         1996
                                             ----------    ---------     ---------    ----------
<S>                                            <C>           <C>           <C>          <C>   

Net revenues................................    100.0%       100.0%        100.0%       100.0%
                                             ----------    ---------     ---------    ----------

Costs and expenses:
   Instructional and educational support....     68.9         65.5          69.7         63.0
   Selling and promotion....................     15.4         14.1          15.0         13.6
   General and administrative...............     17.9         25.1          20.5         24.0
                                             ----------    ---------     ---------    ----------
Total costs and expenses....................    102.2        104.7         105.2        100.6
                                             ----------    ---------     ---------    ----------
Loss from operations........................     (2.2)        (4.7)         (5.2)        (0.6)
Interest expense, net.......................     (1.9)        (2.1)         (1.8)        (2.0)
                                             ----------    ---------     ---------    ----------
Loss before income taxes....................     (4.1)        (6.8)         (7.0)        (2.6)
Income tax benefit..........................       --          2.4            --          0.8
                                             ----------    ---------     ---------    ----------

Net loss....................................     (4.1)%      (4.4)%       (7.0)%         (1.8)%
                                             ==========    =========     =========    ==========

</TABLE>

THREE  MONTHS  ENDED  SEPTEMBER  30,  1997  COMPARED TO THE THREE  MONTHS  ENDED
SEPTEMBER 30, 1996

     Net revenues  increased  by $3.4 million or 30.8% to $14.5  million for the
three months ended  September  30, 1997 from $11.1  million for the three months
ended  September  30, 1996.  The increase  was  primarily  due to an increase in
average student enrollment and tuition increases.  Student enrollment  increased
20.4% overall with the University Degree Division  experiencing a 24.7% increase
and the Associate Degree Division experiencing an 18.7% increase.

     The  increase  in student  enrollment  in the  University  Degree  Division
resulted in increased  net revenues of $.9 million or 40.6%.  This  increase was
primarily due to the opening of a Colorado Technical University campus in Denver
in October 1996 and the acquisition of Huron University in December 1996.

     The  increase  in  student  enrollment  in the  Associate  Degree  Division
resulted in  increased  net  revenues of $2.5  million or 28.4%.  The  increased
enrollment  was  primarily  in the  medical  assisting  program  offered  by the
Ultrasound Diagnostic Schools.

     Instructional and educational support increased by $2.7 million or 37.7% to
$10.0  million for the three months ended  September  30, 1997 from $7.3 million
for the three months ended  September 30, 1996. As a percentage of net revenues,
instructional and educational  support expenses increased to 68.9% for the three
months ended  September 30, 1997 as compared to 65.5% for the three months ended
September  30,  1996.  These  increases  were  primarily  due to the opening and
acquisition of new campuses at the University  Degree  Division and the addition



                                      -10-

<PAGE>


of  student  support personnel and  the upgrade  of  equipment and facilities at
the Associate  Degree Division.  As a percentage of net revenues,  instructional
and educational costs increased  substantially at the University Degree Division
due to the  seasonality  associated with the operations of Huron  University,  a
more traditional  university that  experiences a significant  decline in tuition
revenues during the summer.

     Selling and  promotion  expenses  increased by $.6 million or 42.5% to $2.2
million for the three months ended  September 30, 1997 from $1.6 million for the
three months ended September 30, 1996. As a percentage of net revenues,  selling
and promotion  expenses  increased to 15.4% for the three months ended September
30, 1997 as compared to 14.1% for the three months ended September 30, 1996. The
increase in selling and  promotion  expenses was primarily due to an increase in
such costs at the  University  Degree  Division  related to  Colorado  Technical
University's new Denver campus and Huron University.

     General and  administrative  expenses  decreased  by $.2 million or 6.9% to
$2.6 million for the three months ended September 30, 1997 from $2.8 million for
the three months ended  September  30, 1996.  As a percentage  of net  revenues,
general and administrative expenses were 17.9% and 25.1%, respectively,  for the
three months ended  September 30, 1997 and  September 30, 1996.  The decrease in
general and administrative expenses was due primarily to a reduction in bad debt
expense at the Associate Degree Division due to an increase in reserves recorded
at  Sanford-Brown  College in the prior year as a result of delays in processing
financial aid that have been subsequently corrected.

     The Company  reported a net loss of  $589,000  and  $484,000  for the three
months ended  September  30, 1997 and 1996,  respectively.  The net loss for the
three months ended September 30, 1997 was primarily a result of operating losses
of $1 million sustained by the three new Colorado Technical  University campuses
established in the past 12 months.

SIX MONTHS ENDED  SEPTEMBER 30, 1997 COMPARED TO THE SIX MONTHS ENDED  SEPTEMBER
30, 1996

     Net revenues  increased  by $5.4 million or 24.3% to $27.9  million for the
six months ended  September 30, 1997 from $22.5 million for the six months ended
September  30, 1996.  The increase was  primarily  due to an increase in average
student  enrollment and tuition increases.  Student  enrollment  increased 17.1%
overall with the University  Degree  Division  experiencing a 32.8% increase and
the Associate Degree Division experiencing a 10.8% increase.

     The  increase  in student  enrollment  in the  University  Degree  Division
resulted in increased  net revenues of $2.2 million or 45.3%.  This increase was
primarily due to the opening of a Colorado Technical University campus in Denver
in October 1996 and the acquisition of Huron University in December 1996.




                                      -11-

<PAGE>



     The  increase  in  student  enrollment  in the  Associate  Degree  Division
resulted in  increased  net  revenues of $3.3  million or 18.5%.  The  increased
enrollment  was  primarily  in the  medical  assisting  programs  offered by the
Ultrasound Diagnostic Schools.

     Instructional and educational support increased by $5.3 million or 37.5% to
$19.5 million for the six months ended September 30, 1997 from $14.2 million for
the six months ended  September  30,  1996.  As a  percentage  of net  revenues,
instructional  and educational  support expenses  increased to 69.7% for the six
months  ended  September  30, 1997 as compared to 63.0% for the six months ended
September  30,  1996.  These  increases  were  primarily  due to the opening and
acquisition of new campuses at the University  Degree  Division and the addition
of student support  personnel and the upgrade of equipment and facilities at the
Associate Degree Division.  As a percentage of net revenues,  instructional  and
educational costs increased  substantially at the University Degree Division due
to the seasonality  associated with the operations of Huron  University,  a more
traditional  university  that  experiences  a  significant  decline  in  tuition
revenues  during the summer  session,  which  overlaps the  Company's  first and
second fiscal quarters.

     Selling and promotion  expenses  increased by $1.2 million or 37.4% to $4.2
million for the six months  ended  September  30, 1997 from $3.0 million for the
six months ended  September 30, 1996.  As a percentage of net revenues,  selling
and promotion expenses increased to 15.0% for the six months ended September 30,
1997 as compared  to 13.6% for the six months  ended  September  30,  1996.  The
increase in selling and  promotion  expenses was primarily due to an increase in
such costs at the  University  Degree  Division  related to  Colorado  Technical
University's new Denver campus and Huron University.

     General and  administrative  expenses  increased  by $.3 million or 6.1% to
$5.7 million for the six months ended  September  30, 1997 from $5.4 million for
the six months ended  September  30,  1996.  As a  percentage  of net  revenues,
general and administrative expenses were 20.5% and 24.0%, respectively,  for the
six months ended  September  30, 1997 and  September  30, 1996.  The decrease in
general and  administrative  expenses as a  percentage  of net  revenues was due
primarily  to the  Company's  ability  to  increase  revenues  as a result of an
increase in student  enrollment  at a greater  rate than the rate of increase in
administrative operating costs necessary to support the increase in enrollment.

     The Company reported a net loss of $2.0 million and $.4 million for the six
months ended September 30, 1997 and 1996, respectively.  The net loss for fiscal
1997 was  primarily  due to operating  losses of $1.4  million  sustained by the
campuses of Colorado Technical University established in the past 12 months.

SEASONALITY

     The Company experiences  seasonality in its quarterly results of operations
as a result of changes in the level of student enrollment. New enrollment in the



                                      -12-

<PAGE>


Company'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,  with the  greatest  seasonal  effect in the second  quarter.  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.

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash  equivalents  at  September  30, 1997 and March 31, 1997 were
$1.1 million and $3.9  million,  respectively.  The  Company's  working  capital
totalled $2.7 million at September 30, 1997 and $5.7 million at March 31, 1997.

     Net cash of $1.0  million  was used for  operating  activities  for the six
months ended  September 30, 1997 compared to net cash of $.9 million for the six
months ended September 30, 1996.

     Net cash of $2.4 million and $1.8 million was used for investing activities
for the six months ended September 30, 1997 and 1996, respectively. The increase
of $.6 million was primarily due to an increase in capital  expenditures for the
upgrade and expansion of school facilities.

     Net cash of $.7 million was  provided by financing  activities  for the six
months ended  September 30, 1997, an increase of $.5 million from the six months
ended September 30, 1996. The increase was primarily due to increased borrowings
necessary to fund operating  losses and capital  expenditures for the six months
ended September 30, 1997.

     The Company has bank lines of credit of $2.0  million  expiring in May 1998
and a  revolving  credit  facility  maturing in April 1999 in the amount of $7.5
million.  At September 30, 1997,  the Company had $7.2 million  outstanding  and
$2.3 million available under these facilities. Borrowings under these facilities
decreased by $.3 million  from the amounts  outstanding  at March 31, 1997.  The
amounts  borrowed  under the working  capital  facility for the six months ended
September 30, 1997 were primarily used for operations and capital expenditures.

     In  October  1997,   the  DOE  removed   Sanford-Brown   College  from  the
reimbursement  method of payment for Federal Pell Grant and federal campus-based
programs. Thus, Sanford-Brown College is now permitted to request these funds on
a more timely basis and without  demonstrating student eligibility in advance of
such requests.  While Sanford-Brown  College was under the reimbursement method,
it was required to demonstrate student eligibility for disbursement of financial
aid prior to receiving  payment for those  students  from the DOE and could only
make requests for payment on a monthly basis.

     On  October  30,  1997,  a limited  partnership  beneficially  owned by the
Chairman of the Board  exercised  warrants to purchase  500,000 shares of common
stock resulting in proceeds to the Company of  approximately  $1.6 million.  The
proceeds  from the  issuance  of stock  have been used by the  Company  to repay
outstanding debt.


                                      -13-

<PAGE>



                           PART II - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

     A.   ANNUAL SHAREHOLDERS' MEETING

     On October 17, 1997, 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:

                                          FOR          WITHHELD
                                       ----------      -------- 

              Phillip Frost, M.D.      12,428,456       16,444
              Richard C. Pfenniger     12,431,756       13,144
              Jack R. Borsting         12,432,456       12,444
              Peter S. Knight          12,200,956      243,944
              Lois F. Lipsett          12,201,356      243,544
              Richard M. Krasno        12,432,456       12,444
              Percy A. Pierre          12,432,456       12,444
              Neil Flanzraich          12,432,456       12,444


     In addition,  the shareholders of the Company approved the  reincorporation
of  the  Company  from  New  Jersey  into  Florida.   The   reincorporation  was
accomplished  by the merger of the Company with and into a wholly-owned  Florida
subsidiary  formed  for  purposes  of the  merger.  Pursuant  to the New  Jersey
Shareholder  Protection Act, the reincorporation  proposal required the approval
of  two-thirds  of  the  Company's   shareholders,   excluding  shares  held  by
"interested shareholders," i.e., persons holding greater than ten percent of the
Company's  common stock. A total of 7,247,446  shares were voted in favor of the
reincorporation  merger,  47,950 shares were voted  against the  reincorporation
merger,  8,150  shares  abstained  from the vote and  2,104,326  shares were not
voted. A total of 3,037,028 shares are held by interested  shareholders and thus
not  eligible  to vote  on the  reincorporation  merger  under  the  New  Jersey
Shareholders Protection Act. The merger became effective on October 28, 1997.

     Finally,  the  shareholders of the Company  approved the Whitman  Education
Group Employee Stock Purchase Plan (the "Purchase  Plan")  pursuant to which the
Company may grant options to its  employees to purchase up to 250,000  shares of
the Company's common stock at a discount to market. A total of 12,264,031 shares
were voted in favor of the Purchase  Plan,  95,154 shares were voted against the
Purchase Plan,  19,050 shares abstained from the vote and 66,665 shares were not
voted.

     B.   SALE OF SECURITIES

     On  October  30,  1997,  a limited  partnership  beneficially  owned by the
Chairman  of the Board  exercised  warrants  to  purchase  500,000  shares at an
exercise  price of $3.125 per share.  The sale was made as a private  sale under
Section 4(2) of the Securities Act of 1933. The net proceeds of $1,562,500  were
utilized by the Company to repay outstanding debt.


                                      -14-

<PAGE>

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  EXHIBITS

               2.1   Plan and Agreement of Merger

               3.1   Articles of Incorporation

               3.2   By-Laws

               10.1  Employee Stock Purchase Plan

               10.2  Form of Director Indemnification Agreement

               10.3  Form of Officer Indemnification Agreement

               11    Computation of Net Income (Loss) Per Share of Common Stock

               27    Financial Data Schedule


          (b)  REPORTS ON FORM 8-K

     No reports on Form 8-K were filed by the Company  during the quarter  ended
September 30, 1997.




                                      -15-

<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)


Date:  November 13, 1997          /S/  FERNANDO L. FERNANDEZ
                                  ---------------------------------------------
                                  FERNANDO L. FERNANDEZ
                                  VICE PRESIDENT - FINANCE, CHIEF FINANCIAL
                                                   OFFICER AND TREASURER



                                      -16-