FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                For the quarterly period ended December 31, 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 FEBRUARY 5, 1999, THERE WERE 13,285,198 SHARES OF COMMON STOCK
OUTSTANDING.

<PAGE>

                          WHITMAN EDUCATION GROUP, INC.
                                    FORM 10-Q
                                DECEMBER 31, 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 5.    Other Information......................................          16

Item 6.    Exhibits and Reports on Form 8-K.......................          16


<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                               DECEMBER 31,           MARCH 31,
                                                                1998                   1998     
                                                         ------------------      ---------------
                                                               (UNAUDITED)
<S>                                                            <C>                  <C>
ASSETS
Current assets:
    Cash and cash equivalents.............................     $  2,039,003         $  3,384,336
    Accounts receivable, net .............................       20,656,736           21,354,104
    Inventories...........................................        1,659,382            1,614,455
    Deferred income taxes.................................        2,308,043            1,471,043
    Other current assets..................................        2,052,014            1,158,841
                                                               ------------          -----------
        Total current assets..............................       28,715,178           28,982,779
Property and equipment, net...............................       14,100,743           12,925,177
Marketable securities.....................................               --              262,500
Deposits and other assets, net............................        1,386,074            1,431,188
Goodwill, net.............................................        9,992,180           10,219,525
                                                               ------------          -----------
        Total assets......................................      $54,194,175          $53,821,169
                                                               ============          ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable......................................     $  1,939,427         $  1,268,306
    Accrued expenses......................................        4,597,469            2,115,220
    Income taxes payable..................................          405,482              107,133
    Short-term notes payable..............................          844,629              156,018
    Current portion of capitalized lease obligations......        1,113,918            1,061,767
    Current portion of long-term debt.....................          461,617              354,401
    Deferred tuition revenue..............................       15,544,241           15,966,150
                                                               ------------          -----------
        Total current liabilities.........................       24,906,783           21,028,995
Other liabilities.........................................          509,446              609,708
Capitalized lease obligations.............................        3,666,881            2,535,673
Long-term debt............................................        6,549,651           11,813,639
Commitments and contingencies
Stockholders' equity:
  Common stock, no par value, authorized 100,000,000
    shares issued and outstanding 13,284,898 shares at
    December 31, 1998 and 13,193,582 shares at
    March 31, 1998........................................       21,349,069           21,183,554
Additional paid-in capital................................          671,536              671,536
Accumulated deficit ......................................       (3,459,191)          (3,995,978)
Accumulated other comprehensive loss......................               --              (25,958)
                                                               ------------          -----------
        Total stockholders' equity........................       18,561,414           17,833,154
                                                               ------------          -----------
        Total liabilities and stockholders' equity              $54,194,175          $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
                                                                     DECEMBER 31,              
                                                              1998                1997       
                                                        ----------------    -----------------
<S>                                                         <C>                <C>        
Net revenues.........................................       $19,010,639        $15,926,343

Costs and expenses:
   Instructional and educational support.............        12,306,063         10,378,089
   Selling and promotional...........................         2,318,051          2,089,036
   General and administrative........................         3,120,214          2,523,283
                                                            -----------        -----------
Total costs and expenses.............................        17,744,328         14,990,408
                                                            -----------        -----------
Income from operations...............................         1,266,311            935,935
Other (income) expense:
   Interest expense..................................           343,904            371,847
   Interest income...................................           (65,824)           (49,347)
                                                            -----------        -----------
Income before income tax provision...................           988,231            613,435
Income tax provision.................................                --                 --
                                                            -----------        -----------
Net income ..........................................       $   988,231        $   613,435
                                                            ===========        ===========

Net income per share:
   Basic.............................................       $       .07        $       .05
                                                            ===========        ===========
   Diluted...........................................       $       .07        $       .04
                                                            ===========        ===========
Weighted average common shares outstanding:
   Basic.............................................        13,247,716         12,919,832
                                                            ===========        ===========
   Diluted...........................................        13,661,481         14,410,889
                                                            ===========        ===========
</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 NINE MONTHS ENDED
                                                                         DECEMBER 31,             
                                                                    1998                1997    
                                                              ----------------    --------------
<S>                                                             <C>                <C>        
Net revenues.........................................           $53,077,672        $43,869,138

Costs and expenses:
   Instructional and educational support.............            34,913,080         29,861,463
   Selling and promotional...........................             7,409,017          6,273,904
   General and administrative........................             9,730,706          8,250,284
                                                                -----------        -----------
Total costs and expenses.............................            52,052,803         44,385,651
                                                                -----------        -----------
Income (loss) from operations........................             1,024,869           (516,513)

Other (income) expense:
   Interest expense..................................             1,020,554            967,780
   Interest income...................................              (189,472)          (138,319)
                                                                -----------        -----------
Income (loss) before income tax benefit..............               193,787         (1,345,974)

Income tax benefit ..................................               343,000                 --
                                                                -----------        -----------
Net income (loss)....................................           $   536,787        $(1,345,974)
                                                                ===========        ===========

Net income (loss) per share:
   Basic ............................................           $       .04        $      (.11)
                                                                ===========        ===========
   Diluted...........................................           $       .04        $      (.11)
                                                                ===========        ===========

Weighted average common shares outstanding:
   Basic ............................................            13,217,488          12,758,851
                                                                ===========        ============
   Diluted...........................................            13,803,602          12,758,851
                                                                ===========        ============
</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 NINE MONTHS ENDED
                                                                        DECEMBER 31,              
                                                                    1998               1997      
                                                              ----------------   ----------------
<S>                                                               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)...........................................      $ 536,787        $(1,345,974)
Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
   Depreciation and amortization............................      3,061,469          2,536,087
   Bad debt expense.........................................      2,530,741          1,962,925
   Deferred tax provision...................................       (837,000)                --
   Changes in operating assets and liabilities:
        Restricted cash.....................................             --            511,927
        Accounts receivable.................................     (1,833,373)        (3,830,374)
        Inventories.........................................        (44,927)          (386,003)
        Other current assets................................       (916,935)          (601,293)
        Deposits and other assets...........................       (139,827)           (63,312)
        Accounts payable....................................        671,121           (748,539)
        Accrued expenses....................................      2,482,249           (476,237)
        Income taxes payable................................        298,349             (6,153)
        Deferred tuition revenue............................       (421,909)         2,065,854
        Other...............................................       (100,262)          (149,887)
                                                                 -----------       -----------
   Net cash provided by (used in) operating activities......       5,286,483          (530,979)
                                                                 -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment..........................      (1,955,197)       (3,279,249)
Net proceeds from sale of marketable securities.............         288,458                --
                                                                 -----------       -----------
Net cash used in investing activities.......................      (1,666,739)       (3,279,249)
                                                                 -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving line of credit, long-term
   borrowings and capital lease obligations.................      25,721,795        25,636,986
Principal payments on revolving line of credit,
   long-term borrowings and other liabilities...............     (30,852,387)      (27,077,515)
Proceeds from short-term notes payable......................              --         1,056,018
Proceeds from exercise of options and warrants..............         165,515         1,608,813
                                                                 -----------       -----------
Net cash (used in) provided by financing activities.........      (4,965,077)        1,224,302
                                                                 -----------       -----------

Decrease in cash and cash equivalents ......................      (1,345,333)       (2,585,926)

Cash and cash equivalents at beginning of  period ..........       3,384,336         3,853,932
                                                                 -----------       -----------

Cash and cash equivalents at end of period .................     $ 2,039,003       $ 1,268,006
                                                                 ===========       ===========
</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 NINE MONTHS ENDED
                                                                        DECEMBER 31,             
                                                                   1998              1997     
                                                            -----------------   --------------
<S>                                                             <C>               <C>
SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING
AND INVESTMENT ACTIVITIES:

Equipment acquired under capital leases...................      $ 1,845,790       $ 1,219,306
                                                                ===========       ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Interest paid.............................................      $   878,496       $   877,887
                                                                ===========       ===========
Income taxes paid.........................................      $   414,077       $     1,343
                                                                ===========       ===========
</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 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. Hereafter,
references to "Whitman" shall include collectively Whitman Education Group, Inc.
and its operating subsidiaries, Ultrasound Diagnostic Schools, Sanford-Brown
College and Colorado Technical University.

         Whitman experiences seasonality in its quarterly results of operations
as a result of changes in the level of student enrollment. New enrollment in
Whitman's schools tends to be lower in the first and second fiscal quarters
covering the summer months which are traditionally associated with recess from
school. Costs are generally not significantly affected by the 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.       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             NINE MONTHS ENDED
                                             DECEMBER 31,                   DECEMBER 31,       
                                     --------------------------    ----------------------------
                                          1998         1997            1998              1997  
                                     ------------- ------------    ------------    ------------
<S>                                    <C>           <C>             <C>           <C>
Numerator:
     Net income (loss)...............  $  988,231    $  613,435      $ 536,787     $(1,345,974)
                                       ==========    ==========      =========     ===========

Denominator:
     Denominator for basic
       earnings per share -
       weighted-average shares.......  13,247,716    12,919,832     13,217,488       12,758,851

Effect of dilutive securities:
     Employee stock options..........     365,906        964,783       499,667                                    --
     Warrants........................      47,859        526,274        86,447               --
                                      -----------    -----------    ----------     ------------

     Dilutive potential common
       shares........................     413,765     1,491,057        586,114               --
                                      -----------    -----------    ----------     ------------

      Denominator for diluted
        earnings per share -
        adjusted weighted -
        average shares and
        assumed conversions..........  13,661,481    14,410,889     13,803,602       12,758,851
                                       ==========   ===========   ============     ============

Basic earnings (loss) per share......$        .07   $       .05   $        .04     $       (.11)
                                       ==========   ===========   ============     ============

Diluted earnings (loss) per share....$        .07   $       .04   $        .04     $       (.11)
                                       ==========   ===========   ============     ============
</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 December 31, 1998 and 1997, total
comprehensive income was $988,231 and $457,810, respectively. For the nine
months ended December 31, 1998 and 1997, total comprehensive income was $536,787
and comprehensive losses were $1,439,724, respectively. On December 16, 1998, a
gain on the sale of marketable securities of $43,489 was realized.

                                        9

<PAGE>

4.       CONTINGENCIES

         In August 1998, three 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 alleged, among other things, certain state
and federal statutory violations, breach of contract and fraud and sought to
have the action certified as a class action encompassing certain 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. In January 1999, plaintiffs amended their complaint
to expand the purported class to include students who attended the general
ultrasound program at any of the 15 Ultrasound Diagnostic Schools and received
federal financial aid during the alleged class period. A motion to dismiss by
Whitman was denied on February 3, 1999 without prejudice to raising the same
issues at a later stage of the litigation. 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.       DISPOSITION OF HURON UNIVERSITY

         On February 3, 1999, Colorado Technical University, Inc., an indirect
wholly-owned subsidiary of Whitman, entered into a Contribution Agreement
pursuant to which the assets and certain liabilities of its Huron University
campus in Huron, South Dakota will be transferred to Newco, Inc. a South
Dakota corporation formed by existing members of Huron University's management
team. In connection with the transaction, Colorado Technical University will
contribute the operating assets of Huron University and $500,000 to Newco, and
Newco will issue Colorado Technical University, Inc. convertible preferred stock
and assume the third party liabilities of Huron University. Under the terms of
the proposed transaction, the preferred stock is convertible into common stock
equal to 19.9% of the common equity of Newco. 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 Huron University 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 obtaining of adequate financing by the new ownership group, the
obtaining of all necessary state and other governmental agency approvals, the
attaining of independent accreditation of Huron University by the North Central
Association of Colleges and Schools and Huron University independently
qualifying for participation in federal Title IV student financial assistance
programs administered by the United States Department of Education. Subject to
the occurrence of these conditions, the parties will seek to close the
transaction in the second half of calendar 1999. There can be no assurance,
however, that any of the foregoing conditions will be satisfied. Accordingly,
there can be no assurance that the proposed transaction will, 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, the ultimate
resolution of legal proceedings involving Whitman and certain economic,
competitive, governmental and other factors discussed in this report and in
Whitman's filings with the Securities and Exchange Commission.


RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED             NINE MONTHS ENDED
                                                DECEMBER 31,                  DECEMBER 31,    
                                            ---------------------         -------------------
                                              1998         1997            1998         1997
                                             ------       ------          ------       ------   
<S>                                            <C>         <C>              <C>          <C> 
Net revenues.............................      100%        100%             100%         100%
                                               ----        ----             ----         ----

Costs and expenses:
   Instructional and educational support       64.7        65.2             65.8         68.1
   Selling and promotional...............      12.2        13.1             14.0         14.3
   General and administrative............      16.4        15.8             18.3         18.8
                                              -----       -----            -----        -----
Total costs and expenses.................      93.3        94.1             98.1        101.2
                                              -----       -----            -----        -----
Income (loss) from operations............       6.7         5.9              1.9         (1.2)
Other (income) expense:
   Interest expense......................       1.8         2.3              1.8          2.2
   Interest income.......................       (.3)        (.3)             (.3)         (.3)
                                            -------    --------          -------     --------
Income (loss) before income taxes........       5.2         3.9               .4         (3.1)
Income tax benefit ......................        --          --               .6           --
                                            -------    --------          -------     --------

Net income (loss)........................       5.2%        3.9%             1.0%         (3.1)%
                                            ========   =========         =======     =========
</TABLE>

                                       11
<PAGE>

THREE MONTHS ENDED DECEMBER 31, 1998 COMPARED TO THE THREE MONTHS ENDED DECEMBER
31, 1997

         Net revenues increased by $3.1 million or 19.4% to $19.0 million for
the three months ended December 31, 1998 from $15.9 million for the three months
ended December 31, 1997. The increase was primarily due to an increase in
average student enrollment. Average student enrollment increased 16.2% overall
with the University Degree Division experiencing a 29.0% increase and the
Associate Degree Division experiencing an 8.7% 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 $1.9 million or
18.6% to $12.3 million for the three months ended December 31, 1998 from $10.4
million for the three months ended December 31, 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
64.7% for the three months ended December 31, 1998 as compared to 65.2% for the
three months ended December 31, 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 $0.2 million or 11.0% to
$2.3 million for the three months ended December 31, 1998 from $2.1 million for
the three months ended December 31, 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 12.2% for the
three months ended December 31, 1998, as compared to 13.1% for the three months
ended December 31, 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 $0.6 million or 23.7%
to $3.1 million for the three months ended December 31, 1998 from $2.5 million
for the three months ended December 31, 1997. As a percentage of net revenues,
general and administrative expenses were 16.4% and 15.8%, respectively, for the
three months ended December 31, 1998 and December 31, 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 and
an increase in bad debt expense due to an increase in student receivables
resulting from an increase in student enrollment.

         Whitman reported net income of $1.0 million for the three months ended
December 31, 1998 as compared to net income of $0.6 million for the three months
ended December 31, 1997. The increase in profitability was primarily due to an
increase in operating income of $0.2 million from the Associate Degree Division
and an increase of $0.2 million from the University Degree Division.

                                       12

<PAGE>

NINE MONTHS ENDED DECEMBER 31, 1998 COMPARED TO THE NINE MONTHS ENDED DECEMBER
31, 1997

         Net revenues increased by $9.2 million or 21.0% to $53.1 million for
the nine months ended December 31, 1998 from $43.9 million for the nine months
ended December 31, 1997. The increase was primarily due to an increase in
average student enrollment. Average student enrollment increased 19.5% overall
with the University Degree Division experiencing a 32.6% increase and the
Associate Degree Division experiencing a 12.6% 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 $5.0 million or
16.9% to $34.9 million for the nine months ended December 31, 1998 from $29.9
million for the nine months ended December 31, 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 65.8% for the nine months ended December 31, 1998 as
compared to 68.1% for the nine months ended December 31, 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 $1.1 million or 18.1% to
$7.4 million for the nine months ended December 31, 1998 from $6.3 million for
the nine months ended December 31, 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 14.0% and 14.3%, respectively,
for the nine months ended December 31, 1998 and December 31, 1997.

         General and administrative expenses increased by $1.5 million or 17.9%
to $9.7 million for the nine months ended December 31, 1998 from $8.2 million
for the nine months ended December 31, 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 18.3% and 18.8%, respectively, for the nine months
ended December 31, 1998 and December 31, 1997.

         Whitman reported net income of $0.5 million and a net loss of $1.3
million for the nine months ended December 31, 1998 and 1997, respectively. The
improvement to profitability was primarily due to an increase in operating
income of $1.9 million from the Associate Degree Division.

                                       13

<PAGE>

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
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 $0.4 million and $2.0
million, respectively, for the three and nine months ended December 31, 1998 as
compared to operating losses of $0.3 million and $1.0 million, respectively, for
the three and nine months ended December 31, 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 believes 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 complete testing of the Year 2000 issues by mid-year
1999, which is prior to any anticipated impact on Whitman's operating systems.

         Whitman is highly dependent on student funding provided through Title
IV programs. Processing of student applications for this funding and actual
disbursement of a significant portion of these funds are accomplished through
the United States Department of Education's computer systems. According to the
United States Department of Education, their systems should be brought into
certifiable compliance in early 1999. However, Whitman is not able to reliably
assess their progress to date, and any problems in the United States Department
of Education's systems could result in interruption of funding for Whitman's
students. Any prolonged interruption would have a material adverse impact on
Whitman's business, results of operations, liquidity and financial condition.

         Based on the assessment performed to date, 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.

                                       14

<PAGE>

YEAR 2000 ISSUE - (CONTINUED)

         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.


LIQUIDITY AND CAPITAL RESOURCES

         Cash and cash equivalents at December 31, 1998 and March 31, 1998 were
$2.0 million and $3.4 million, respectively. The decrease in cash and cash
equivalents was primarily due to the net repayment of debt of $5.1 million and
the purchase of property and equipment of $1.9 million, offset by net cash
provided by operating activities of $5.3 million for the nine months ended
December 31, 1998. Whitman's working capital totalled $3.8 million at December
31, 1998 and $8.0 million at March 31, 1998.

         Net cash of $5.3 million was provided by operating activities for the
nine months ended December 31, 1998 compared to net cash used in operating
activities of $0.5 million for the nine months ended December 31, 1997. The
increase of $5.8 million was primarily due to an increase in net income of $1.9
million and an increase in accounts payable and accrued expenses due to the
timing of payments.

         Net cash of $1.7 million and $3.3 million was used for investing
activities for the nine months ended December 31, 1998 and 1997, respectively.
The decrease of $1.6 million was primarily due to a reduction in net cash used
for capital expenditures.

         Net cash of $5.0 million was used in financing activities for the nine
months ended December 31, 1998, compared to net cash of $1.2 million provided by
financing activities for the nine months ended December 31, 1997. The increase
in cash used in financing activities was due to an increase of $5.1 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 December 31, 1998, Whitman had $5.3 million
outstanding and $1.7 million available under this facility. Borrowings under
this facility decreased by $2.0 million from the amounts outstanding at March
31, 1998. The amounts borrowed under the working capital facility for the nine
months ended December 31, 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. 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.

                                       15

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

         In August 1998, three 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 alleged, among other things, certain state
and federal statutory violations, breach of contract and fraud and sought to
have the action certified as a class action encompassing certain 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. In January 1999, plaintiffs amended their complaint
to expand the purported class to include students who attended the general
ultrasound program at any of the 15 Ultrasound Diagnostic Schools and received
federal financial aid during the alleged class period. A motion to dismiss by
Whitman was denied on February 3, 1999 without prejudice to raising the same
issues at a later stage of the litigation. 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 5.  OTHER INFORMATION

         On November 10, 1998, Colorado Technical University, Inc., an indirect
wholly-owned subsidiary of Whitman announced its intention to sell Huron
University. On February 3, 1999, Colorado Technical University, Inc. entered
into a definitive Contribution Agreement to accomplish the sale. Completion of
the transaction is subject to various conditions, including among others, the
independent eligibility of Huron University to participate in federal financial
aid programs and the separate accreditation of Huron University by the North
Central Association of Colleges and Schools. Accordingly, there can be no
assurance that the proposed transaction will, in fact, be consummated. For a
more detailed summary of the proposed transaction, see Note 5 to Condensed
Consolidated Financial Statements contained in Item 1 herein.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS

                  10.1     Contribution Agreement *

                  27       Financial Data Schedule

         (b)      REPORTS ON FORM 8-K

                  Whitman filed a report on Form 8-K on November 10, 1998
relating to the execution of a letter of intent to sell its Huron University
campus in Huron, South Dakota.

---------------------------

*  Certain exhibits and schedules to this document have not been filed. The
   Registrant agrees to furnish a copy of any omitted schedule or exhibit to the
   Securities and Exchange Commission upon request.

                                       16

<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/ FERNANDO L. FERNANDEZ
                               -------------------------------------
                               Fernando L. Fernandez
                               Vice President - Finance, Chief Financial Officer
                               and Treasurer

Date:    February 9, 1999

                                       17

<PAGE>

                                 EXHIBIT INDEX

EXHIBIT                DESCRIPTION
-------                -----------

 10.1     Contribution Agreement

 27       Financial Data Schedule