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, 1996


                         Commission File Number 1-13722

                          WHITMAN EDUCATION GROUP, INC.



          New Jersey                                  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 FEBRUARY 6, 1996,  THERE WERE  12,672,882  SHARES OF COMMON STOCK
OUTSTANDING.

                                        1

<PAGE>



                          WHITMAN EDUCATION GROUP, INC.
                                    FORM 10-Q
                                DECEMBER 31, 1996


                                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..................      12



PART II - Other Information

Item 1.      Legal Proceedings......................................      17
Item 2.      Changes in Securities..................................      17
Item 4.      Submission of Matters to a Vote of Security-Holders....      17
Item 6.      Exhibits and Reports on Form 8-K.......................      17




                                        2

<PAGE>
<TABLE>
<CAPTION>



                         PART I - FINANCIAL INFORMATION
Item 1.      FINANCIAL STATEMENTS
                 WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                                                                DECEMBER 31,           MARCH 31,
                                                                                    1996                 1996
                                                                             --------------------    ------------
                                                                                (Unaudited)
<S>                                                                           <C>                     <C>
ASSETS
Current assets:
     Cash and cash equivalents .........................................      $   4,304,623       $   2,762,141
     Restricted cash ...................................................            343,158             363,314
     Accounts receivable, less allowance for doubtful accounts
       of $3,123,000 at December 31, 1996 and $1,315,000
       at March 31, 1996 ...............................................         17,479,389          15,619,237
     Inventories .......................................................            993,308             795,350
     Deferred income tax asset .........................................            853,267             515,041
     Other current assets ..............................................          1,293,369             805,137
                                                                              -------------       -------------
Total current assets ...................................................         25,267,114          20,860,220
                                                                              -------------       -------------
Property and equipment, net ............................................          8,531,170           7,017,181
Marketable securities - related party ..................................            307,500             776,250
Deferred costs, net ....................................................            173,619             553,929
Deposits and other assets, net .........................................          1,266,222           1,025,633
Goodwill, net ..........................................................          2,540,227           2,529,693
Restricted cash - escrow ...............................................          6,476,328           2,563,999
                                                                               ------------       -------------
                                                                              $  44,562,180       $  35,326,905
                                                                              =============       =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable ..................................................      $   2,576,789       $   1,549,494
     Accrued expenses ..................................................          2,309,889           1,537,216
     Income taxes payable ..............................................             49,592             348,851
     Current portion of capitalized lease obligations ..................            910,185             919,050
     Current portion of long-term debt .................................            461,621                --
     Deferred tuition revenue ..........................................         11,051,411          11,705,521
                                                                               -------------       -------------
Total current liabilities ..............................................         17,359,487          16,060,132
                                                                               -------------       -------------
Other liabilities ......................................................            985,163             387,453
Capitalized lease obligations ..........................................          1,763,896           1,994,035
Long-term debt .........................................................          8,192,568           9,500,000
Commitments and contingencies
Stockholders' equity:
     Common  stock, no par value, authorized 100,000,000 shares,
       issued and outstanding, excluding shares held in escrow,
       12,135,570 shares at December 31, 1996 and 10,311,782 
       shares at March 31, 1996 ........................................         18,643,138           7,590,793
     Additional paid-in capital ........................................            671,536             616,500
     Retained earnings (deficit) .......................................         (1,576,035)             62,040
     Treasury stock, 239,694 shares at December 31, 1996 and
     232,714 shares at  March 31, 1996 .................................         (1,009,273)           (774,773)
     Net unrealized loss on noncurrent marketable securities ...........         (  468,300)           (109,275)
                                                                               -------------      -------------
Total stockholders' equity .............................................         16,261,066           7,385,285
                                                                               -------------      -------------
                                                                              $  44,562,180       $  35,326,905
                                                                              ==============      =============
</TABLE>

                             See accompanying notes.

                                        3

<PAGE>





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

                                                    FOR THE THREE MONTHS ENDED
                                                           DECEMBER 31,
                                                        1996           1995
                                                    ------------    -----------


Net revenues..................................       $11,406,633    $ 9,899,367

Costs and Expenses
Cost of educational services..................         7,646,087     6,225,911
Student services and administrative expense...         4,119,119     3,018,353
Bad debt expense..............................           864,184       428,371
                                                     -----------     ----------

Total costs and expenses......................        12,629,390     9,672,635
                                                     -----------    -----------

Loss) income  from operations.................       (1,222,757)       226,732

Interest income...............................            33,740         3,891
Interest expense..............................          (230,204)     (291,925)
                                                     ------------   -----------

Loss before income tax benefit ...............        (1,419,221)      (61,302)
Income tax benefit............................            27,001        62,714
                                                     ------------   -----------

Net (loss) income.............................       $(1,392,220)   $    1,412
                                                     ============   ===========

Net (loss) income  per share of common stock..       $      (.12)   $      .00
                                                     ============   ===========

Average number of common stock and common stock
  equivalent shares outstanding, excluding common
  stock shares held in escrow.................        11,983,320    11,369,624
                                                     ===========    ===========




                             See accompanying notes.

                                        4

<PAGE>

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

                                                    FOR THE NINE MONTHS ENDED
                                                            DECEMBER 31,
                                                        1996           1995
                                                     ------------   ----------

Net revenues....................................     $33,878,676   $27,610,303

Costs and Expenses
Cost of educational services....................      22,008,832    17,146,715
Student services and administrative expense.....      11,306,505     8,889,945
Bad debt expense................................       1,911,953     1,587,082
                                                     ------------  -----------

Total costs and expenses........................      35,227,290    27,623,742
                                                     ------------  -----------

Loss from operations............................      (1,348,614)      (13,439)

Interest income.................................          87,426        24,450
Interest expense................................        (743,820)     (906,151)
                                                     ------------  ------------

Loss before income tax (benefit) provision......      (2,005,008)     (895,140)
Income tax (benefit) provision..................        (204,738)      188,112
                                                     ------------- ------------

Net loss........................................     $(1,800,270)  $(1,083,252)
                                                     ============  ============

Net loss per share of common stock..............     $      (.16)  $      (.11)
                                                     ============  ============

Average number of common stock and common stock
  equivalent shares outstanding, excluding common
  stock shares held in escrow...................      11,082,369    10,231,036
                                                     ============  ============





                             See accompanying notes.


                                        5

<PAGE>
<TABLE>
<CAPTION>

                 WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (UNAUDITED)
                                                                                                         NET
                                                                                                         UNREALIZED
                                                                                                         LOSS ON
                                     COMMON                   ADDITIONAL   RETAINED                      NONCURRENT
                                     SHARES        COMMON      PAID-IN     EARNINGS       TREASURY       MARKETABLE
                                   OUTSTANDING     STOCK       CAPITAL     (DEFICIT)       STOCK         SECURITIES        TOTAL
                                   -----------   ----------   --------   -----------    -----------     ------------       -----
<S>                                <C>           <C>          <C>         <C>            <C>             <C>                <C>

Balance at April 1, 1996 .........  10,311,782   $7,590,793   $616,500   $    62,040    $  (774,773)    $  (109,275)   $ 7,385,285

Shares issued for exercise
  of options .....................     330,768      822,726         --            --             --              --        822,726

Value of stock options issued
  for services rendered ..........          --           --     55,036            --             --              --         55,036

Shares issued, previously escrowed
  in connection with purchase
  of SBC .........................     500,000    3,750,000         --            --             --              --      3,750,000

Shares repurchased in connection
  with exercise of options .......     (46,980)          --         --            --       (437,500)             --       (437,500)

Shares issued in connection with
  purchase of DFAS ...............      40,000           --         --            --        203,000              --        203,000

Shares issued in connection with
  a private placement ............   1,000,000    6,479,619         --            --             --              --      6,479,619

Net unrealized loss on non-
  current marketable
  securities .....................          --           --         --            --             --        (359,025)      (359,025)

Net income of Colorado Tech
  for the three months ended
  March 31, 1996 .................          --           --         --       162,195             --              --        162,195

Net loss for the nine months
  ended December 31, 1996 ........          --           --         --    (1,800,270)            --              --     (1,800,270)
                                     ---------  -----------   --------   ------------   ------------   -------------   ------------

Balance at December 31, 1996 .....  12,135,570  $18,643,138   $671,536   $(1,576,035)   $(1,009,273)   $   (468,300)   $16,261,066
                                    ==========  ===========   ========   ============   ============   =============   ===========
</TABLE>

                                           See accompanying notes.




                                                       6


<PAGE>
<TABLE>
<CAPTION>

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

                                                     FOR THE NINE MONTHS ENDED
                                                             DECEMBER 31,
                                                          1996           1995
                                                      -----------     ---------
<S>                                                   <C>              <C>
Cash flows from operating activities:
Net loss............................................ $(1,800,270)  $(1,083,252)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
     Depreciation and amortization..................   1,940,090     1,182,508
     Bad debt expense...............................   1,911,953     1,587,082
     Deferred tax (benefit) expense.................    (228,501)       26,425
     Changes in operating assets and liabilities:
       Restricted cash.............................        (712)       212,000
        Accounts receivable.........................  (2,489,603)   (1,240,574)
        Inventories.................................    (108,817)     (239,915)
        Other current assets........................    (441,207)      124,984
        Deferred costs..............................     (81,759)       (4,878)
        Deposits and other assets...................    (187,686)     (363,652)
        Accounts payable............................     557,066      (317,356)
        Accrued expenses............................     454,092       (21,325)
        Income taxes payable........................    (147,294)        6,746
        Deferred tuition revenue....................  (1,701,254)      820,717
                                                     ------------   -----------
Net cash (used in) provided by operating activities.  (2,323,902)      689,510
                                                     ------------   -----------

Cash flows from investing activities:
Purchases of property and equipment ................  (2,374,604)   (1,160,409)
Payments into escrow related to acquisition
     of Sanford-Brown College.......................    (162,330)           --
                                                     ------------   -----------
Net cash used in investing activities...............  (2,536,934)   (1,160,409)
                                                     ------------   -----------

Cash flows from financing activities:
Proceeds from revolving line of credit and long-term
  borrowings........................................  25,293,627     6,592,000
Principal payments on revolving line of credit,
  long-term borrowings and other liability.......... (26,139,438)   (6,265,621)
Principal payments on capitalized lease obligations.    (800,977)     (569,494)
Proceeds from exercise of options ..................     385,226        20,638
Proceeds from sale of common stock .................   6,479,619        24,895
Repurchase of common stock..........................          --      (153,000)
Proceeds from Huron acquisition.....................   1,200,684            --
                                                    -------------  ------------
Net cash provided by (used in) financing activities.$  6,418,741   $  (350,582)
                                                    -------------  ------------
</TABLE>


                        Continued on the following page.

                                        7

<PAGE>
<TABLE>
<CAPTION>

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


                                                    FOR THE NINE MONTHS ENDED
                                                           DECEMBER 31,
                                                        1996           1995
                                                     ----------     ----------
<S>                                                  <C>               <C>

Increase (decrease) in cash and cash equivalents... $ 1,557,905    $  (821,481)

Cash and cash equivalents at beginning of year.....   2,762,141      1,787,281

Net Colorado Tech University activity for the
    three months ended March 31, 1996..............     (15,423)            --
                                                    ------------    -----------


Cash and cash equivalents at end of period......... $ 4,304,623    $   965,800
                                                    ============   ============

Supplemental disclosures of noncash financing and
investing activities:

Exchange of stock held in escrow for cash held in
   escrow related to the Sanford-Brown
   College acquisition...........................   $ 3,750,000             --
                                                    ===========    ============

Equipment acquired under capital leases..........   $   130,472    $ 1,501,656
                                                    ===========    ============
Treeasury stock issued in connection with
  purchase of DFAS..............................    $   203,000             --
                                                    ===========    ============

Note issued in connection with purchase of
  treasury stock................................             --    $   153,000
                                                    ===========    ============

Stock options issued for value of services
  rendered......................................    $    55,036             --
                                                    ===========    ============

Assets acquired in Huron acquisition............    $ 1,467,220    $        --
                                                    ===========    ============
Liabilities assumed in Huron acquisition........    $ 2,667,904    $        --
                                                    ===========    ============

Supplemental disclosures of cash flow information:
Interest paid...................................    $   650,167    $   551,229
                                                    ===========    ============
Income taxes paid...............................    $   220,495    $   155,794
                                                    ===========    ============

</TABLE>



                             See accompanying notes.

                                        8

<PAGE>



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

1.       GENERAL

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, in the opinion of
the management of 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,  1996.  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,  which consist of Ultrasound
Technical   Services,   Inc.  ("UDS  School"),   Sanford-Brown   College,   Inc.
("Sanford-Brown   College"),   MDJB,  Inc.   ("Colorado  Tech  University")  and
Diversified  Financial Aid  Services,  Inc.  ("DFAS") The  operations of DFAS, a
school consulting and software development company, are not considered to have a
material effect on the financial  position and operating results of the Company.
All intercompany accounts and transactions have been eliminated.

Certain  December 31, 1995  balances  have been  reclassified  to conform to the
current year's presentation.

Pursuant to the Financial  Accounting  Standards Board No. 123,  "Accounting for
Stock-Based  Compensation",  the  Company has elected to continue to account for
the issuance of stock  options and other  equity  instruments  under  Accounting
Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees."

The Company has experienced  seasonality in its results of operations due to the
pattern of student enrollments.  Historically,  the Company's quarterly revenues
and income generally are lowest in the second quarter (July to September) of its
fiscal year due to fewer  student  enrollments  during the summer  months and an
increase in  expenses  incurred  in advance of new  enrollments  that tend to be
highest in the fall and winter  terms  (October  through  December  and  January
through March). The Company expects these seasonal trends will continue.


2.       ACQUISITION OF HURON UNIVERSITY

On December  30,  1996,  Colorado  Tech  University  acquired  the South  Dakota
operations and certain assets at two campuses of Huron University.  The purchase
price consisted of $2.25 million of which  approximately  $1.95 million was paid
in cash,  $150,000  in  common  stock,  acquisition  costs of  $150,000  and the
assumption of $1.4 million of net liabilities. In addition, the Company assigned
the right to purchase the Huron real property to a third party, Huron Education,



                                        9

<PAGE>



Inc. ("HEI"), a South Dakota not-for-profit  organization,  in exchange for $3.9
million  and  simultaneously   leased  the  real  property  from  HEI  upon  the
satisfaction  of $757,000 in existing  mortgages and after  placing  $500,000 in
escrow to be used for the  satisfaction  of assumed  cash  obligations  of Huron
University.  In connection with this transaction,  the community of Huron, South
Dakota,  through HEI paid to the Company $527,000 (which is included in the $3.9
million  received  from HEI) as an  inducement  for the  Company to acquire  the
operations of Huron  University.  This  inducement  has been  accounted for as a
deferred credit and will be amortized over the lease period of nine years. These
transactions  resulted in a net purchase  price of $1,500,000  (comprised of the
receipt of cash totalling  $1,200,000 and the assumption of current  liabilities
totalling   $2,700,000)   which  was  allocated  to  current  assets   totalling
$1,500,000.

The  acquisition  was accounted for using the purchase method of accounting and,
accordingly,  the net liabilities acquired are included in the Company's balance
sheets as of December 31, 1996 and  operations  will begin to be included in the
Company's  operations  beginning  on January  1, 1997.  

The following unaudited pro forma information combines the results of operations
of Whitman and Huron  University for the nine months ended December 31, 1996 and
1995 as if the transaction had occurred at April 1, 1996 and 1995, respectively,
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).

                                        1996          1995
                                      --------      --------

          Net Revenues .............   $36,613      $32,853
          Net Loss .................    (2,466)      (1,559) 
          Loss per common share.....     (0.22)       (0.15)

Huron University operated as a regionally accredited degree granting institution
with campuses in Huron and Sioux Falls,  South Dakota,  enrolling  approximately
600 students primarily in management, health sciences, general studies and other
programs.  Huron University  confers degrees at the associates,  bachelors and
masters levels.

Eeffective December 30, 1996, Colorado Tech University entered into a lease with
HEI  which  provides  for a nine  year  term  with an  option  to  renew  for an
additional  six year  term,  on  certain  terms and  conditions.  The lease also
provides Colorado Tech University with an option to purchase the property at any
time during the lease term.

Huron was a participating institution under one or more of the student financial
assistance  programs of Title IV of the Higher Education Act of 1965, as amended
("Title IV  Programs").  The Title IV Programs  are  administered  by the United
States Department of Education  ("DOE").  The sale of the assets described above
terminated Huron University's  access to the Title IV Program funds. The Company
has  applied to the DOE for  certification  of Huron  University  as  additional
locations of Colorado Tech University. Pending the issuance of the certification
of the Huron University locations, the Company is reserving all of the shares of
Whitman stock,  valued at $150,000,  issuable to the owners of Huron University.
In addition,  if  recertification is not granted by the DOE, the Company has the
option of  rescinding  the  purchase  of Huron  University.  The owners of Huron
University  have  established a $300,000 letter of credit for the benefit of DOE
and Colorado Tech  University for any Title IV  liabilities  relating to periods
prior to December 30, 1996.

3.       MERGER WITH COLORADO TECH UNIVERSITY

On March  29,  1996,  the  Company  completed  the  merger  with  Colorado  Tech
University  which was  accounted  for using the pooling of  interests  method of
accounting.  Accordingly,  the Company's  consolidated financial statements have
been restated to include the accounts and operations of Colorado Tech University
for all periods prior to the merger.

The Company  reports its  financial  results on a fiscal year basis ending March
31, whereas  Colorado Tech  University  had reported its financial  results on a
calendar year basis. The consolidated financial

                                       10

<PAGE>

statements  for the three and nine month  periods  ended  December 31, 1996 have
been adjusted to conform  Colorado Tech  University's  year end with that of the
Company.  The effect  arising from the  exclusion of net income of Colorado Tech
University  of $162,195  for the three month  period ended March 31, 1996 in the
accompanying  consolidated statements of operations for the three and nine month
periods  ended  December 31, 1996 and cash flows for the nine month period ended
December 31,  1996,  is presented  in the  accompanying  condensed  consolidated
statement  of changes  in  stockholders'  equity as an  adjustment  to  retained
earnings  for the  change  in  fiscal  year of  Colorado  Tech  University.  The
consolidated  financial statements for all periods prior to fiscal 1997 have not
been  restated  for the  change  in fiscal  year of  Colorado  Tech  University.
Accordingly,  the consolidated financial statements for the periods ending on or
prior to March 31, 1996 include the operating  results of the Company on a March
31 fiscal year basis and of Colorado  Tech  University on a calendar year basis.
If the condensed  consolidated financial statements for the three and nine month
periods  ended  December  31, 1995 had been  adjusted to conform  Colorado  Tech
University's  year end with  that of the  Company,  the net  effect  would  have
resulted in an increase in net income of approximately  $229,000 and a reduction
of net income of $140,000, respectively.

4.       CONTINGENCIES

The schools operated by the Company participate in various student financial aid
programs.  These  programs are subject to periodic  review by the United  States
Department of Education ("DOE"). Disbursements under each program are subject to
disallowance  and repayment by the schools.  In fiscal 1995, the DOE conducted a
program review on Sanford-Brown  College's Title IV activity for the award years
1992 through 1994 prior to the Company's purchase of Sanford-Brown  College.  On
November  7, 1996,  the DOE issued its  program  reviews  for the  Sanford-Brown
College   campuses.   The  program   reviews  cited  various   deficiencies   in
Sanford-Brown   College's   administration  of  federal  student  financial  aid
programs. The DOE cited, among other things, impaired administrative capability,
inaccurate Pell grant records and late or unmade refunds.  Sanford-Brown College
has disputed some of the DOE's findings and is currently working with the DOE to
resolve all of the remaining issues.  Sanford-Brown  College will be required to
repay to the DOE certain Title IV funds for which its  documentation is improper
or inadequate.  The asset purchase agreement with Sanford-Brown College provides
for the seller's  indemnification of the Company for any material liability that
may exist in connection with the program  reviews.  The seller has  acknowledged
his indemnification  obligation. UDS School and Colorado Tech University have no
known  liabilities  under  program  reviews  related to their Title IV programs.
Should the schools be limited,  suspended or terminated  from  participation  in
Title  IV  programs,  from  which  UDS  School,  Colorado  Tech  University  and
Sanford-Brown  College receive  approximately 66%, 32% and 76% of their funding,
respectively,  it would  have a  material  negative  impact  on the  results  of
operations, liquidity and net worth of the Company.

In January 1997,  the DOE released  official 1994 cohort  default rates for both
the  Sanford-Brown  College  Missouri  campuses  and the  Sanford-Brown  College
Illinois campus. The rates were 22.5% and 22.0%, respectively.  In January 1997,
the DOE also  released an official  1993 cohort  default  rate for the  Illinois
campus of 41.3%.  As a result of the 1994 default rates being published at lower
than  25%,  the  Sanford-Brown   College  campuses  are  no  longer  subject  to
termination   from   participation  in  federal  Title  IV  programs  for  three
consecutive  years of  excessive  default  rates.  However,  as a result  of the
official rate received by Sanford-Brown College's Illinois campus for 1993, that
campus may be subject to a termination,  suspension or limitation  action by the
DOE in the event  Sanford-Brown  College  does not prevail in its appeal of that
rate, although the Company believes that


                                       11
<PAGE>

notwithstanding  its appeal, a limitation,  suspension or termination  action is
unlikely because of the issuance of a subsequent  default rate of less than 25%.
The  Company   believes  that  if  the  Illinois   campus  is  terminated   from
participation in Title IV programs it would not have a material  negative impact
on the results of operations,  liquidity and net worth of the Company.  In light
of the receipt of the prior years' default rates, the Company and the seller are
currently  negotiating  the final  terms of the  release of the funds and common
stock held in escrow.  During the three month period  ended March 31, 1997,  the
Company will reflect an increase in goodwill  and equity of  approximately  $8.8
million and $2.3 million,  respectively,  in connection  with the release of the
restricted cash and common stock held in escrow.

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.

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 31,1996 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.

Colorado Tech University is presented on a calendar year basis for the three and
nine month  periods  ended  December 31,  1995.  If Colorado  Tech  University's
operations  had been combined to conform to the Company's  fiscal year,  the net
effect  would have  resulted in an increase in revenues of $720,000 and $136,000
for the three and nine month periods ended December 31, 1995, respectively,  and
an increase in expenses of $292,000 and $264,000, respectively. Accordingly, the
Company's  results from  operations for the three and nine months ended December
31, 1995 would have  resulted in  operating  income of  $655,000  and  operating
losses of $141,000,  respectively, as compared to losses from operations of $1.2
million and $1.3 million for the three and nine months ended  December 31, 1996,
respectively.

THREE MONTHS ENDED DECEMBER 31, 1996 COMPARED TO THE THREE MONTHS ENDED
DECEMBER 31, 1995

The following  table sets forth the Company's net revenues by subsidiary for the
three months ended December 31, 1996 and December 31, 1995 (in thousands):

                                         THREE MONTHS ENDED DECEMBER 31,
                                             1996           1995
                                          ---------       --------

     UDS School                            $ 5,049       $ 4,132
     Sanford-Brown College                   3,344         3,981
     Colorado Tech University                3,014         1,786
                                           -------      --------

                                           $11,407       $ 9,899
                                           =======       =======
                                       12
<PAGE>

Net revenues  increased by $1.5 million or 15.2% to $11.4  million for the three
months  ended  December  31, 1996 from $9.9  million for the three  months ended
December 31, 1995. The increase of $917,000 for the UDS School was primarily due
to an increase in student  enrollments  in the  General  Ultrasound  ("GUS") and
Medical  Assisting ("MA") programs.  The increase in student  enrollments in the
GUS and MA programs for the three months ended  December 31, 1996 as compared to
the three months ended  December 31, 1995 generated an increase in revenues from
such programs of approximately $406,000 and $557,000, respectively. Net revenues
decreased by $637,000 for Sanford-Brown  College primarily due to an increase in
the amount of scholarships  awarded and due to a decrease in the average monthly
earning  rate per  student  as a result  of an  increase  in the  length  of the
curriculum,  a decrease in the frequency of class starts and the negative effect
of the change in billing rates for general education courses and core courses as
compared to the prior  period.  The increase of $1.2  million for Colorado  Tech
University  was primarily due to an increase in net revenues  generated from the
introduction of additional  business programs and from revenues generated by the
Denver campus which opened in October 1996.

The following  table sets forth the Company's  operating  expenses by subsidiary
for the  three  months  ended  December  31,  1996  and  December  31,  1995 (in
thousands): <TABLE>

                                          STUDENT SERVICES
                            EDUCATIONAL         AND
                             SERVICES      ADMINISTRATIVE    BAD DEBT   TOTAL
                            -----------   ----------------   --------   ------- 
THREE MONTHS ENDED DECEMBER 31, 1996
------------------------------------
<S>                           <C>              <C>            <C>       <C>

  UDS School                   $ 3,321         $ 1,419         $ 288    $ 5,028
  Sanford-Brown College          2,523           1,156           553      4,232
  Colorado Tech University       1,802           1,227            23      3,052
  Corporate                         --             317            --        317
                               -------         -------         ------   -------

                               $ 7,646         $ 4,119         $ 864    $12,629
                               =======         =======         =====    =======

THREE MONTHS ENDED DECEMBER 31, 1995
------------------------------------
  UDS School                  $ 2,990          $   993         $ 165    $ 4,148
  Sanford-Brown College         1,970            1,168           244      3,382
  Colorado Tech University      1,266              734            19      2,019
  Corporate                        --              123            --        123
                              -------           ------         ------    -------

                              $ 6,226          $ 3,018         $ 428    $ 9,672
                              =======          =======         =====    ========
</TABLE>

Cost of educational  services increased by $1.4 million or 22.8% to $7.6 million
for the three  months  ended  December  31, 1996 from $6.2 million for the three
months ended  December 31, 1995. The increase of $331,000 for the UDS School was
primarily  due to an  increase in faculty and  administrative  salaries,  and an
increase in occupancy  costs.  Such an increase was  primarily  due to the costs
incurred  to  support  the  increase  in student  enrollments  in the GUS and MA
programs.  The increases of $553,000 for Sanford-Brown  College and $536,000 for
Colorado Tech University were primarily due to increases in faculty salaries and
depreciation.  The increase in cost of  educational  services for Colorado  Tech
University  was  primarily  associated  with  expenses of  $332,000  incurred in
connection with the opening of the Denver campus.

                                       13
<PAGE>

Student services and administrative  expenses increased by $1.1 million or 36.5%
to $4.1 million for the three  months ended  December 31, 1996 from $3.0 million
for the three months ended  December 31, 1995.  The increase of $426,000 for the
UDS School was primarily due to the  additional  administrative  support for the
increase in student  enrollments  in the GUS and MA programs  and  consisted  of
increases  in general  and  administrative  salaries,  and other  administrative
expenses.  The increase of $493,000 for Colorado Tech  University  was primarily
due to start-up costs incurred for the Denver campus.

Bad debt expense  increased by $436,000 for the three months ended  December 31,
1996 primarily due to an increase in student  enrollments  from the prior period
and  an  increase  in  student  receivable  balances  at  Sanford-Brown  College
resulting from financial aid processing delays.

Net interest  expense  decreased by $92,000 for the three months ended  December
31, 1996,  due to lower interest  rates and a reduction in the  amortization  of
deferred interest expense.

The Company  reported a net loss of $1,392,000  and net income of $1,000 for the
three months ended December 31, 1996 and 1995, respectively. The decrease in net
income  was  primarily  due  to  a  reduction  in  income  from   operations  of
Sanford-Brown College.

NINE MONTHS ENDED  DECEMBER 31, 1996 COMPARED TO THE NINE MONTHS ENDED
DECEMBER 31, 1995

The following table sets forth the Company's revenues by subsidiary for the nine
months ended December 31, 1996 and December 31, 1995 (in thousands):

                                         NINE MONTHS ENDED DECEMBER 31,
                                             1996            1995
                                          --------        ---------

     UDS School                           $14,759          $ 9,496
     Sanford-Brown College                 11,268           11,693
     Colorado Tech University               7,852            6,421
                                         --------         --------

                                          $33,879          $27,610
                                          =======          =======

Net revenues  increased  by $6.3 million or 22.7% to $33.9  million for the nine
months  ended  December  31, 1996 from $27.6  million for the nine months  ended
December 31, 1995. The increase of $5.3 million for the UDS School was primarily
due to an  increase  in  student  enrollments  in the CVT and MA  programs.  The
increase in student  enrollments  in the CVT and MA programs for the nine months
ended  December 31, 1996 as compared to the nine months ended  December 31, 1995
generated an increase in net revenues from such programs of  approximately  $1.5
million  and  $3.6   million,   respectively.   The  decrease  of  $426,000  for
Sanford-Brown  College was due to a decrease in the average monthly earning rate
per student as a result of the lengthening of the curriculum,  a decrease in the
frequency of class starts and the negative effect of the change in billing rates
for general education courses and core courses in the current period as compared
to the prior period.  The increase of $1.4 million for Colorado Tech  University
was due to net revenues  generated from the introduction of additional  business
programs,  the opening of the Denver  campus in October  1996 and an increase in
tuition rates of 5%.

                                       14

<PAGE>

The following  table sets forth the Company's  operating  expenses by subsidiary
for the  nine  months  ended  December  31,  1996  and  December  31,  1995  (in
thousands):

                                          STUDENT SERVICES
                            EDUCATIONAL         AND
                            SERVICES       ADMINISTRATIVE    BAD DEBT   TOTAL
                            -----------   ----------------   --------   ------
NINE MONTHS ENDED DECEMBER 31, 1996
-----------------------------------

  UDS School                  $  9,733        $ 4,425         $  663    $14,821
  Sanford-Brown College          7,336          3,309          1,203     11,848
  Colorado Tech University       4,940          2,530             46      7,516
  Corporate                         --          1,042             --      1,042
                              --------        -------         ------    -------

                              $ 22,009        $11,306         $1,912    $35,227
                              ========        =======         ======    =======

NINE MONTHS ENDED DECEMBER 31, 1995
-----------------------------------
  UDS School                $ 7,305         $ 2,958           $  434    $10,697
  Sanford-Brown College       5,829           3,399            1,115     10,343
  Colorado Tech University    4,013           1,996               38      6,047
  Corporate                      --             537               --        537
                            -------         -------           ------    -------

                            $17,147         $ 8,890           $1,587    $27,624
                            =======         =======           ======    =======


Cost of educational services increased by $4.9 million or 28.4% to $22.0 million
for the nine months  ended  December  31,  1996 from $17.1  million for the nine
months ended  December 31, 1995. The increase of $2.4 million for the UDS School
was  primarily  due to increases  in faculty and  administrative  salaries,  and
occupancy  costs.  Such  increases  were  primarily due to the costs incurred to
support the  increase in student  enrollments  in the CVT and MA  programs.  The
increase  of  $1.5  million  for  Sanford-Brown  College  was  primarily  due to
increases  in faculty  salaries and  depreciation.  The increase of $927,000 for
Colorado   Tech   University   was  primarily  due  to  increases  in  salaries,
professional  fees,  depreciation and  amortization,  and start-up costs for the
Denver campus.

Student services and administrative  expenses increased by $2.4 million or 27.2%
to $11.3  million for the nine months ended  December 31, 1996 from $8.9 million
for the nine months ended  December  31, 1995.  The increase of $1.5 million for
the UDS School was primarily due to the  additional  administrative  support for
the increase in student enrollments in the CVT and MA programs. Such an increase
consisted  primarily  of  increases  in  general  and  administrative  salaries,
professional  fees,  and  depreciation  expense.  The  increase of $534,000  for
Colorado Tech University was primarily due to increases in marketing and general
and administrative costs for the Denver campus.  Corporate expenses increased by
$505,000 due to an increase in salaries and professional fees.

Bad debt expense  increased  by $325,000 for the nine months ended  December 31,
1996 primarily due to an increase of $229,000 at the UDS School  associated with
the increase in student enrollments.



                                       15
<PAGE>



Net  interest  expense  decreased by $225,000 or 25.6% for the nine months ended
December 31, 1996 to $656,000 from  $882,000 for the nine months ended  December
31, 1995.  The decrease was due to a reduction in interest rates and a reduction
in the amortization of deferred interest expense.

The Company  reported a net loss of $1,800,000  and a net loss of $1,083,000 for
the nine months ended December 31, 1996 and 1995, respectively.


LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  at  December  31,  1996 and March 31, 1996 were $4.3
million and $2.8 million,  respectively.  The Company's working capital totalled
$7.9  million  at  December  31,  1996 and $4.8  million at March 31,  1996.  In
accordance  with  Department of Education  regulations,  the Company  maintained
$343,000  and  $363,000 in  restricted  cash at December  31, 1996 and March 31,
1996, respectively, for funds to be available for student refunds.

Net cash of $2.3 million was used for operating  activities  for the nine months
ended  December  31,  1996  compared  to net  cash of  $690,000  generated  from
operations  for the nine  months  ended  December  31,  1995.  The $3.0  million
increase in cash  utilized in  operations  was  primarily  due to  increases  in
student  receivables  of $2.3  million  at both  Colorado  Tech  University  and
Sanford-Brown College.

Net cash of $2.5 million and $1.2 million was used for  investing  activities in
the nine months ended December 31, 1996 and 1995, respectively.  The increase of
$1.3 million was primarily due to an increase in capital expenditures.

Net cash of $6.4  million was  provided  by  financing  activities  for the nine
months ended December 31, 1996, an increase of $6.8 million from the nine months
ended December 31, 1995.  The increase was primarily due to a private  placement
of  1,000,000   shares  of  the  Company's   common  stock  to  an  unaffiliated
institutional investor for $6.5 million.

The Company has bank lines of credit of $2.0 million  expiring in May 1998 and a
revolver note maturing in April 1999 in the amount of $5.5 million.  At December
31, 1996, the Company had $6.1 million  outstanding  and $1.4 million  available
under these  facilities.  Borrowings  under these  facilities  decreased by $1.3
million from the amounts  outstanding  at March 31, 1996.  The amounts  borrowed
under the working  capital  facility for the nine months ended December 31, 1996
were  primarily  used for  operations  and  capital  expenditures.  The  Company
believes that with its working  capital,  its cash flow from  operations and its
lines of credit and working capital  facility it will have sufficient  resources
to fund its operational requirements.

CAUTIONARY STATEMENT

Certain statements made in the foregoing Management's Discussion and Analysis of
Financial  Condition and Results of Operations are  forward-looking and are made
pursuant to the safe harbor  provisions  of the  Private  Securities  Litigation
Reform Act of 1995. Such statements  involve risks and  uncertainties  which may
cause  results to differ  materially  from those set forth in these  statements,
including  general  economic  conditions,  competition  from  other  educational
institutions,  changes in the education regulatory environment and other factors
identified in Whitman's filings with the Securities and Exchange Commission.

                                       16

<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

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

ITEM 2.   CHANGES IN SECURITIES

On October 17,  1996,  the Company  completed a private  placement  of 1,000,000
shares of its common  stock to an  unaffiliated  institutional  investor  for an
aggregate  cash purchase  price of $6.5 million.  The shares were not registered
under the Securities Act of 1933 (the "1933 Act") in reliance upon the exemption
from  registration  provided  by  Section  4(2) of the 1933  Act.  The  investor
received certain rights to have the shares  registered by the Company at a later
date.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

On October 11, 1996,  the Company held its annual  meeting of  shareholders.  At
that  meeting,  all of the nominees  for  director  were elected by the vote set
forth opposite their names in the table below.

                                     FOR               WITHHELD
                                  ---------            --------
Jack R. Borsting                  9,831,013             534,692
Phillip Frost, M.D.               9,832,405             533,300
Peter S. Knight                   9,832,405             533,300
Richard M. Krasno                 9,831,405             534,300
Lois F. Lipsett                   9,831,405             534,300
Richard C. Pfenniger, Jr.         9,832,305             533,400

In addition,  the  shareholders  of the Company  approved the Whitman  Education
Group,  Inc.  1996 Stock  Option  Plan (the "1996  Plan")  pursuant to which the
Company may grant both incentive  stock options or  non-qualified  stock options
for up to 1,500,000  shares of the Company's  common stock. A total of 7,795,036
shares were voted in favor of the 1996 Plan,  645,964  shares were voted against
the 1996 Plan,  20,350 shares  abstained from the vote and 1,904,355 shares were
not voted.


Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.

a.     EXHIBITS                                METHOD OF FILING

2.1    Asset Purchase Agreement dated    Incorporated by reference to the 
       December 30, 1996 by and among    Company's Form 8-K dated January 27,
       Colorado Technical University,    1996.
       Inc., Lansdowne University Ltd.,
       EIEA America, Inc., Eastern
       International Educational
       Association and Dr. Chikara Higashi

                                       17

<PAGE>



10.1   Whitman Education Group, Inc.     Incorporated by reference to the
       1996 Stock Option Plan            Company's Form S-8 dated November 13,
                                         1996.

11     Computation of Net Loss Per       Included herewith.
       Share of Common
         Stock

27     Financial Data Schedule           Included herewith.


b.     REPORTS ON FORM 8-K:

No reports  on Form 8-K were  filed by the  Company  during  the  quarter  ended
December 31, 1996.





                                       18

<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:  February 14, 1997        /S/  RANDY S. PROTO
                                ----------------------------------------------
                                RANDY S. PROTO, PRESIDENT



Date:  February 14, 1997        /S/  FERNANDO L. FERNANDEZ
                                ----------------------------------------------
                                FERNANDO L. FERNANDEZ, CHIEF FINANCIAL OFFICER



                                 19