FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                For the quarterly period ended September 30, 1999


                         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) 575-6510
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes    X        No
                                   -------        -------

     Indicate the number of shares  outstanding  of each of issuer's  classes of
common stock, as of the latest practicable date.

     As of  November  5, 1999,  there  were  13,449,681  shares of common  stock
outstanding.

                                       1

<PAGE>

                          WHITMAN EDUCATION GROUP, INC.
                                    FORM 10-Q
                               SEPTEMBER 30, 1999



                                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 6.    Exhibits and Reports on Form 8-K...................         18



                                        2

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS


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

<TABLE>
<CAPTION>
                                                SEPTEMBER 30,       MARCH 31,
                                                    1999              1999
                                               ---------------    --------------
                                                 (UNAUDITED)
<S>                                            <C>                <C>
ASSETS
Current assets:
     Cash and cash equivalents...............    $  1,561,949     $   4,267,110
     Accounts receivable, net................      25,885,088        27,114,533
     Inventories.............................       1,242,702         1,450,815
     Deferred income taxes...................       3,240,286         2,562,705
     Other current assets....................       1,806,593         1,504,878
                                               ---------------    --------------
          Total current assets...............      33,736,618        36,900,041
Property and equipment, net..................      12,375,501        14,002,764
Deposits and other assets, net...............       3,469,399         1,761,220
Goodwill, net................................       9,754,718         9,915,590
                                               ---------------    --------------
          Total assets.......................    $ 59,336,236     $  62,579,615
                                               ===============    ==============

LIABILITY AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable........................    $  1,978,384     $   1,942,740
     Accrued expenses........................       4,477,547         3,049,371
     Income taxes payable....................               -           898,664
     Current portion of capitalized
       lease obligations.....................       1,539,465         1,517,912
     Current portion of long-term debt.......               -           472,994
     Deferred tuition revenue................      20,533,876        20,575,914
                                               ---------------    --------------
          Total current liabilities..........      28,529,272        28,457,595
Other liabilities............................               -           474,842
Capitalized lease obligations................       3,994,100         3,249,934
Long-term debt...............................       6,189,278         8,772,496
Commitment and contingencies
Stockholders' equity:
     Common stock, no par value, authorized
       100,000,000 shares issued and
       outstanding 13,441,761 at
       September 30, 1999 and 13,423,212
       shares at March 31, 1999..............      21,926,921        21,907,546
     Additional paid-in capital..............         674,173           671,536
     Accumulated deficit.....................      (1,977,508)         (954,334)
                                               ---------------    --------------
Total stockholders' equity...................      20,623,586        21,624,748
                                               ---------------    --------------
                                               $   59,336,236     $  62,579,615
                                               ===============    ==============
</TABLE>

                 See accompanying notes to financial statements.



                                        3

<PAGE>


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

<TABLE>
<CAPTION>

                                                    FOR THE THREE MONTHS ENDED
                                                          SEPTEMBER 30,
                                                   -----------------------------
                                                       1999           1998
                                                   -------------  --------------
<S>                                                <C>            <C>
Net revenues.................................      $ 18,398,523   $  18,299,125

Costs and expenses:
     Instructional and educational support...        12,756,547      11,580,926
     Selling and promotional.................         3,042,999       2,494,137
     General and administrative..............         3,284,185       3,731,624
                                                   -------------  --------------

Total costs and expenses.....................        19,083,731      17,806,687
                                                   -------------  --------------

(Loss) income from operations................          (685,208)        492,438
Other (income) and expenses:
     Interest expense........................           309,427         358,390
     Interest income.........................           (68,241)        (54,805)
                                                   -------------  --------------

(Loss) income before income tax benefit......          (926,394)        188,853
Income tax benefit...........................           369,075               -
                                                   -------------  --------------

Net (loss) income............................      $   (557,319)  $     188,853
                                                   =============  ==============

Net (loss) income per share:
     Basic and diluted ......................      $      (0.04)           0.01
                                                   =============  ==============

Weighted average common share outstanding:
     Basic...................................        13,438,048      13,205,650
                                                   =============  ==============
     Diluted.................................        13,438,048      13,927,576
                                                   =============  ==============
</TABLE>




                 See accompanying notes to financial statements.







                                        4

<PAGE>

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


<TABLE>
<CAPTION>

                                                     FOR THE SIX MONTHS ENDED
                                                          SEPTEMBER 30,
                                                   -----------------------------
                                                       1999             1998
                                                   -------------   -------------
<S>                                                <C>             <C>
Net revenues.................................      $ 36,407,936    $ 34,067,033

Costs and expenses:
     Instructional and educational support...        25,362,019      22,462,275
     Selling and promotional.................         5,671,693       5,091,753
     General and administrative..............         6,621,711       6,754,447
                                                   -------------   -------------

Total costs and expenses.....................        37,655,423      34,308,475
                                                   -------------   -------------

Loss from operations.........................        (1,247,487)       (241,442)
Other (income) and expenses:
     Interest expense........................           593,806         676,650
     Interest income.........................          (140,538)       (123,648)
                                                   -------------   -------------

Loss before income tax benefit...............        (1,700,755)       (794,444)
Income tax benefit...........................           677,581         343,000
                                                   -------------   -------------

Net  loss.....................................     $ (1,023,174)   $   (451,444)
                                                   =============   =============

Net loss per share:
     Basic and diluted........................     $      (0.08)   $      (0.03)
                                                   =============   =============

Weighted average common share outstanding:
     Basic and diluted........................       13,432,884      13,202,209
                                                   =============   =============
</TABLE>


                 See accompanying notes to financial statements.




                                        5

<PAGE>

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

                                                      FOR THE SIX MONTHS ENDED
                                                            SEPTEMBER 30,
                                                     ---------------------------
                                                         1999          1998
                                                     -------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.......................................      $ (1,023,174)  $  (451,444)
Adjustments to reconcile net loss to net cash
     provided by operating activities:
       Depreciated and amortization............         2,221,946     2,004,112
       Bad debt expense........................         1,624,616     1,761,342
       Deferred tax benefit....................          (677,581)     (343,000)
       Changes in operating assets
       and liabilities:
            Accounts receivable................          (880,229)   (6,200,554)
            Inventories........................            99,079       (25,571)
            Other current assets...............          (438,863)     (779,324)
            Deposits and other assets..........          (589,695)      (70,992)
            Accounts payable...................           297,709     1,630,146
            Accrued expenses...................         1,427,965     1,394,605
           Income taxes payable ...............          (898,664)     (127,133)
            Deferred tuition revenue...........         1,208,384     2,728,657
            Other liabilities..................          (474,842)     (108,746)
                                                     -------------  ------------
Net cash provided by operating activities......         1,896,651     1,412,098
                                                     -------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment.............          (645,602)   (1,247,152)
Investment in Newco............................        (1,167,779)            -
                                                     -------------  ------------
Net cash used in investing activities..........        (1,813,381)   (1,247,152)
                                                     -------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving line of credit
     and long-term borrowings and capitalized
     lease obligations.........................        23,522,414    18,206,175
Principal payments on revolving line of
     credit, long-term borrowings and
     other liability...........................       (26,332,857)  (21,730,249)
Proceeds from exercise of options and
     warrants..................................            22,012         5,750
                                                     -------------  ------------
Net cash used in financing activities..........        (2,788,431)   (3,518,324)
                                                     -------------  ------------

Decrease in cash and cash equivalents..........        (2,705,161)   (3,353,378)
Cash and cash equivalents at beginning
     of period.................................         4,267,110     3,384,336
                                                     -------------  ------------
Cash and cash equivalents at end of period.....      $  1,561,949   $    30,958
                                                     =============  ============

Continued on following page.

                 See accompanying notes to financial statements.


                                       6

<PAGE>


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

<TABLE>
<CAPTION>
                                                     FOR THE SIX MONTHS ENDED
                                                          SEPTEMBER 30,
                                                   -----------------------------
                                                       1999             1998
                                                   -------------  --------------
SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING
ACTIVITIES:
<S>                                                <C>            <C>
Equipment acquired under capital leases........    $  1,643,286   $   1,537,782
                                                   =============  ==============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Interest paid..................................    $    596,920   $     602,915
                                                   =============  ==============
Income taxes paid..............................    $  1,335,356   $     155,200
                                                   =============  ==============
</TABLE>




                 See accompanying notes to financial statements.


                                        7
<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 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, 1999. 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,
reference 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 seasonable factors
on a quarterly  basis.  Accordingly,  quarterly  variations in net revenues will
result in fluctuations in income from operations on a quarterly basis.

2.       RECLASSIFICATION

     Certain prior year amounts have been  reclassified to conform to the fiscal
2000 presentation. These changes had no effect on previously reported net income
(loss).

                                        8

<PAGE>

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

3.       EARNINGS PER SHARE

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

<TABLE>
<CAPTION>

                                 THREE MONTHS ENDED        SIX MONTHS ENDED
                                      SEPTEMBER                SEPTEMBER
                               ----------------------  -------------------------
                                  1999        1998         1999        1998
                               ----------  ----------  ------------  -----------
<S>                            <C>         <C>         <C>           <C>
Numerator:
     Net (loss) income         $ (557,319) $  188,853   $(1,023,174) $ (451,444)
                               =========== ===========  ============ ===========
Denominator:
     Denominator for basic
        net (loss)income per
        share - weighted
        average shares         13,438,048  13,205,650    13,432,884  13,202,209
Effect of dilutive securities:
     Employee stock options             -     579,613             -           -
     Warrants                           -     142,313             -           -
                               ----------- -----------  ------------ -----------
     Dilutive potential
       common shares                    -     721,926             -           -
         Denominator for
           diluted net(loss)
           income per share
           - adjusted weighted
           average shares and
           assumed conversions 13,438,048  13,927,576    13,432,884  13,202,209
                               =========== ===========  ============ ===========

Basic and diluted net (loss)
     income per share          $    (0.04) $     0.01   $     (0.08) $    (0.03)
                               =========== ===========  ============ ===========
</TABLE>


4.       COMPREHENSIVE LOSS

     In fiscal 1999, Whitman adopted Statement of Financial Accounting Standards
No. 130, "Reporting  Comprehensive  Income." Statement 130 establishes new rules
for the  reporting  and  display of  comprehensive  income  and its  components.
Statement   130   requires    unrealized    gains   or   losses   on   Whitman's
available-for-sale  securities,  which  prior  to  its  adoption  were  recorded
separately  in  stockholders'  equity,  to be included  in "other  comprehensive
loss."

     For the three months ended September 30, 1999 and 1998, total comprehensive
loss was $557,319 and comprehensive income was $173,853,  respectively.  For the
six months ended September 30, 1999 and 1998,  total  comprehensive  losses were
$1,023,174 and $451,444, respectively.

5.       CONTINGENCIES

     In July 1999, in the  previously  reported case 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 Court
certified   a   class  of  all  students  in  the  general  ultrasound   program
who  incurred  financial  obligations  (federally  guaranteed  student  loans or
aid)  from   August 1,  1994   to   August 1, 1998   to  attend   an  Ultrasound




                                        9

<PAGE>

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

5.       CONTINGENCIES - (CONTINUED)

Diagnostic School. The Court,  however,  rejected the plaintiffs'  theories that
the Ultrasound Diagnostic School made  misrepresentations to students and to its
accrediting  body and allowed the case to proceed as a class  action only to the
extent that the  plaintiffs  could prove that the schools "did not meet even the
most minimal requirements of a vocational program." Management believes that the
lawsuit is without merit and intends to continue 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 its financial  position and
results of operations.

6.       DIVESTITURE OF HURON UNIVERSITY

     On August 27, 1999,  Colorado  Technical  University,  Inc.,  completed the
divestiture of its Huron University campus ("Huron") in Huron, South Dakota to a
newly formed entity  ("Newco")  capitalized by several  investors and members of
Huron's  existing  management  pursuant to an Amended and Restated  Contribution
Agreement,  dated June 2, 1999, as amended.  In connection with the transaction,
Colorado  Technical  University  contributed  the operating  assets of Huron and
$550,000 to Newco,  and Newco issued to Colorado  Technical  University units of
limited liability company membership  interests and assumed certain  liabilities
of Huron.  Under the terms of the  transaction,  the units of limited  liability
company  membership  interests  equal  19.9% of the  total  outstanding  limited
liability company membership interests in Newco. Additionally, Whitman purchased
for  $110,000  a  warrant  to  acquire  20 units of  limited  liability  company
interests  in  Newco,  which  would  represent  approximately  4% of  the  total
outstanding  limited  liability  company  membership  interests  in  Newco  upon
exercise.  The  warrant  has a term of five years and has an  exercise  price of
$10,000 per unit. The effective date of the transactions for accounting, tax and
financial statement purposes was September 1, 1999. The terms of the transaction
were established through an arm's length negotiation.  There was no gain or loss
on the transaction.

7.       SEGMENT AND RELATED INFORMATION

     In fiscal  1999,  Whitman  adopted the  provision of Statement of Financial
Accounting  Standards No. 131,  "Disclosures  About Segments of an  Enterprise."
Whitman is organized by two reportable segments,  the University Degree Division
and the Associate Degree Division through three wholly-owned  subsidiaries.  The
University  Degree  Division  primarily  offers  bachelor,  master and doctorate
degrees through  Colorado  Technical  University.  The Associate Degree Division
offers  associate  degrees and diplomas or  certificates  through  Sanford-Brown
College and Ultrasound Diagnostic Schools.


                                        10

<PAGE>

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

7.       SEGMENT AND RELATED INFORMATION - (CONTINUED)

     Whitman's  revenues are not  materially  dependent on a single  customer or
small group of customers.

     Summarized financial information concerning the Whitman reportable segments
is shown in the following table:

<TABLE>
<CAPTION>

                               FOR THE THREE MONTHS       FOR THE SIX MONTHS
                                ENDED SEPTEMBER 30,       ENDED SEPTEMBER 30,
                              ------------------------- ------------------------
                                  1999       1998        1999         1998
                              ------------ ------------ ------------ -----------
<S>                           <C>          <C>          <C>         <C>
Net revenues:
 Associate Degree Division...$14,004,481  $14,359,337  $27,119,929  $26,144,493
 University Degree Division..  4,394,042    3,939,788    9,288,007    7,922,540
 Other.......................          -            -            -            -
                             ------------ ------------ ------------ ------------
     Total ..................$18,398,523  $18,299,125  $36,407,936  $34,067,033
                             ============ ============ ============ ============

(Loss) income before income
tax benefit:
 Associate Degree Division...$   (42,897) $ 1,836,217  $  (297,695) $ 2,261,760
 University Degree Division..   (322,311)  (1,045,410)    (221,700)  (1,873,060)
 Other.......................   (561,186)    (601,954)  (1,181,360)  (1,183,144)
                             ------------ ------------ ------------ ------------
      Total..................$  (926,394) $   188,853  $(1,700,755) $  (794,444)
                             ============ ============ ============ ============

                             SEPTEMBER 30,   MARCH 31,
                                1999           1999
                             ------------ --------------
Total assets:
 Associate Degree Division...$46,864,517  $  48,250,099
 University Degree Division..  9,350,586     13,341,559
 Other.......................  3,121,133        987,957
                             ------------ --------------
 Total.......................$59,336,236  $  62,579,615
                             ============ ==============

</TABLE>


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,  1999 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


                                       11

<PAGE>


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

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (CONTINUED)

may include, but are not limited to our expectations regarding revenues, income,
expenses,  and  cash  flows  or  other  future  financial  performance,  program
introductions,  and  our  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,   risks  relating  to  unanticipated   attrition  or
reductions in student  enrollment,  risks that marketing efforts may not achieve
anticipated results,  risks that new programs may not be implemented on a timely
basis or be successful, and risks relating to our ability to refinance or extend
our  line of  credit,  which  may  cause  our  actual  results,  performance  or
achievements to differ  materially  from the forward looking  statements made in
the report or otherwise made by or on our behalf.  Other factors that may affect
our future results  include the  unanticipated  operational  impact of Year 2000
issues  and  certain  economic,  competitive,  governmental  and  other  factors
discussed in our filings with the Securities and Exchange Commission.  We assume
no responsibility to update forward-looking statements made herein or otherwise.

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>


                                 THREE MONTHS ENDED       SIX MONTHS ENDED
                                   SEPTEMBER 30,            SEPTEMBER 30,
                                -------------------      ------------------

<S>                             <C>          <C>         <C>        <C>
                                  1999       1998         1999       1998
                                --------    -------      -------    -------
Net revenues                      100.0%     100.0%       100.0%     100.0%
                                --------    -------      -------    -------
Costs and expenses:
 Instructional and
   educational support.......     69.3       63.3         69.7       65.9
 Selling and promotional.....     16.5       13.6         15.6       14.9
 General and administrative..     17.9       20.4         18.1       19.9
                                --------    -------      -------    -------
Total costs and expenses.....    103.7       97.3        103.4      100.7
                                --------    -------      -------    -------
(Loss) income
   from operations...........     (3.7)       2.7         (3.4)      (0.7)
Other (income) expenses:
 Interest expense............      1.7        2.0          1.7        2.0
 Interest income.............     (0.4)      (0.3)        (0.4)      (0.4)
                                --------    -------      -------    -------
(Loss) income before income
    tax benefit..............     (5.0)       1.0         (4.7)      (2.3)
Income tax benefit...........      2.0          -          1.9        1.0
                                --------    -------      -------    -------
Net (loss) income............     (3.0)%      1.0 %       (2.8)%     (1.3)%
                                ========    =======      =======    =======

</TABLE>




                                       12

<PAGE>

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

RESULTS OF OPERATIONS - (CONTINUED)

              THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE
                     THREE MONTHS ENDED SEPTEMBER 30, 1998

     Net revenues  increased  by $ 0.1 million or 0.5% to $18.4  million for the
three months ended  September  30, 1999 from $18.3  million for the three months
ended  September  30, 1998.  The increase  was  primarily  due to an increase in
average  student  enrollment  which was  partially  offset by a decrease  in the
revenue earned per student.  Average student  enrollment  increased 5.1% overall
with  the  University  Degree  Division  experiencing  a 7.3%  increase  and the
Associate  Degree  Division  experiencing a 4.2%  increase.  The decrease in the
revenue earning rate was primarily due to a decrease in book and fee revenues at
Sanford-Brown  College  resulting  from a decrease in new  enrollments,  and the
effect of the timing of the class start at  Sanford-Brown  College in the second
fiscal quarter in comparison to the prior year.

     Instructional and educational support expenses increased by $1.2 million or
10.2% to $12.8 million for the three months ended  September 30, 1999 from $11.6
million for the three months ended  September  30, 1998.  As a percentage of net
revenues,  instructional and educational support expenses increased to 69.3% for
the three  months  ended  September  30, 1999 as compared to 63.3% for the three
months ended September 30, 1998. The increase in  instructional  and educational
support  expenses was primarily due to increases in payroll and related benefits
for faculty and staff to support the increase in enrollment  and the offering of
the new Health  Information  Specialist  program  at  certain of our  Ultrasound
Diagnostic Schools, and increases in occupancy and depreciation  expenses in the
Associate Degree Division  primarily  related to the expansion of facilities and
the upgrade of equipment.

     Selling and promotional expenses increased by $0.5 million or 22.0% to $3.0
million for the three months ended  September 30, 1999 from $2.5 million for the
three months ended September 30, 1998. As a percentage of net revenues,  selling
and promotional expenses increased to 16.5% for the three months ended September
30, 1999,  as compared to 13.6% for the three months ended  September  30, 1998.
These  increases in selling and  promotional  expenses were  primarily due to an
increase in advertising  expenses and an increase in the admissions  staffing in
the Associate  Degree  Division.  We expect selling and promotional  expenses to
continue  to  represent  a  higher  percentage  of net  revenues  than in  prior
historical  periods as we continue to implement and improve marketing efforts as
a method to increase enrollment.

     General and  administrative  expenses decreased by $0.4 million or 12.0% to
$3.3 million for the three months ended September 30, 1999 from $3.7 million for
the three months ended  September  30, 1998.  As a percentage  of net  revenues,
general and administrative expenses were 17.9% and 20.4%, respectively,  for the
three months ended September 30, 1999 and September 30, 1998. These decreases in
general  and  administrative  expenses  were  primarily  due  to a  decrease  in
administrative  payroll  expenses at the University  Degree  Division due to the
consolidation of certain administrative  positions at the corporate office and a
decrease in bad debt expense.

     We  reported  a  net  loss  of  $557,000  for   the   three  months   ended
September  30,  1999  as   compared   to   net  income  of   $189,000  for   the
Three  months   ended   September 30,  1998.    The  decrease  in  profitability
was    primarily    due   to   a   decrease   in   pre-tax    profits   of  $1.9
million    in     the     Associate    Degree    Division,    partially   offset



                                       13

<PAGE>


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

RESULTS OF OPERATIONS - (CONTINUED)

by an  increase  in pre-tax  profits of $.7  million  in the  University  Degree
Division.  The decrease in  profitability  in the Associate  Degree Division was
primarily due to an increase in instructional  and educational  support expenses
to support the anticipated  increase in student enrollment and the offering of a
new  program,  and an increase in selling  and  promotional  expenses . Due to a
shortfall in anticipated new student  enrollments for the quarter,  the revenues
generated  in the  Associate  Degree  Division  did not offset the  increase  in
operating expenses.

               SIX MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE
                      SIX MONTHS ENDED SEPTEMBER 30, 1998

     Net revenues increased by $2.3 million or 6.9% to $36.4 million for the six
months  ended  September  30, 1999 from $34.1  million for the six months  ended
September  30, 1998.  The increase was  primarily  due to an increase in average
student  enrollment  which was  partially  offset by a decrease  in the  revenue
earned per student.  Average student enrollment  increased 7.9% overall with the
University Degree Division experiencing a 9.7% increase and the Associate Degree
Division experiencing a 7.1% increase.  The decrease in the revenue earning rate
was  primarily  due to a  decrease  in book and fee  revenues  at  Sanford-Brown
College  resulting  from a decrease  in new  enrollments,  and the effect of the
timing of class starts at Sanford-Brown College in comparison to the prior year.

     Instructional and educational support expenses increased by $2.9 million or
12.9% to $25.4  million for the six months ended  September  30, 1999 from $22.5
million for the six months  ended  September  30, 1998.  As a percentage  of net
revenues,  instructional and educational support expenses increased to 69.7% for
the six months ended  September 30, 1999 as compared to 65.9% for the six months
ended September 30, 1998. The increase in instructional and educational  support
expenses was  primarily  due to an increase in payroll and related  benefits for
faculty and staff to support the increase in enrollment  and the offering of the
new  Health  Information   Specialist  program  at  certain  of  the  Ultrasound
Diagnostic Schools, and increases in occupancy and depreciation  expenses in the
Associate Degree Division related to the expansion of facilities and the upgrade
of equipment.

     Selling and promotional expenses increased by $0.6 million or 11.4% to $5.7
million for the six months  ended  September  30, 1999 from $5.1 million for the
six months ended  September 30, 1998.  As a percentage of net revenues,  selling
and promotional  expenses  increased to 15.6% for the six months ended September
30, 1999 as compared to 14.9% for the six months ended  September 30, 1998.  The
increase in selling and promotional expenses was primarily due to an increase in
advertising  expenses in the Associate  Degree  Division.  We expect selling and
promotional  expenses  to  continue  to  represent  a higher  percentage  of net
revenues  than in prior  historical  periods as we  continue  to  implement  and
improve marketing efforts as a method to increase enrollment.

     General and  administrative  expenses  decreased by $0.2 million or 2.0% to
$6.6 million for the six months ended  September  30, 1999 from $6.8 million for
the   six   months   ended    September  30,  1998.    As    a    percentage  of
net    revenues,   general    and    administrative    expenses   decreased   to
18.1%  for  the   six   months  ended   September  30,  1999   as   compared  to
19.9%  for  the   six   months  ended   September 30,   1998.  These   decreases
in  general and administrative  expenses were primarily   due   to   a reduction
in administrative payroll expenses at  the University Degree Division due to the

                                       14

<PAGE>

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

RESULTS OF OPERATIONS - (CONTINUED)

consolidation of certain administrative  positions at the corporate office and a
decrease in bad debt expense.

     We  reported a net loss of $1.0  million and $.5 million for the six months
ended  September 30, 1999 and 1998,  respectively.  The increase in the net loss
was primarily due a decrease in pre-tax profits of $2.6 million in the Associate
Degree Division, which was partially offset by an increase in pre-tax profits of
$1.7 million in the University Degree Division. The decrease in profitability in
the Associate  Degree Division was primarily due to an increase in instructional
and educational support expenses to support the anticipated  increase in student
enrollment  and the  offering of a new  program,  and an increase in selling and
promotional expenses.  Due to a shortfall in anticipated new student enrollments
for the six months  ended  September  30, 1999,  the  revenues  generated in the
Associate Degree Division did not offset the increase in operating expenses.

SEASONALITY

     We  experience  seasonality  in our  quarterly  results of  operations as a
result of changes  in the level of student  enrollment.  New  enrollment  in our
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.

     The  operating  results of Huron  University,  which was sold on August 27,
1999,  were  significantly  affected  by  seasonality.  As  a  more  traditional
university,  Huron  University  experienced  a  significant  decline in revenues
during the late spring and  summer.  The  decline in  revenues  combined  with a
relatively  constant level of operating expenses resulted in operating losses of
$295,000 and $715,000 at Huron  University for the three months ended  September
30, 1999 and 1998,  respectively,  and operating losses of $1.0 million and $1.6
million for the six months ended September 30, 1999 and 1998, respectively.

YEAR 2000 ISSUE

     The Year 2000 issue refers to a condition in computer  software where a two
digit field  rather than a four digit  field is used to  distinguish  a calendar
year.  Unless  corrected,  some  information  technology  hardware  and software
systems ("IT systems") and non-information technology systems ("non-IT systems")
could be unable to process  information  containing dates subsequent to December
31,  1999.   As  a  result,   such   programs  and  systems   could   experience
miscalculations, malfunctions or disruptions.

     We have 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. We have completed the  assessment,  remediation
and testing of our IT systems and believe that the Year 2000 issue will not pose
significant  operational  problems  to our IT  systems.  We have  also  assessed
material  non-IT  systems that we utilize and we believe that we do not have any
significant Year 2000 issues with respect to such non-IT systems.



                                       15

<PAGE>

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

YEAR 2000 ISSUE - (CONTINUED)

     We have substantially  completed  inventory and assessment  procedures with
respect to  significant  suppliers  to  determine  the extent to which we may be
vulnerable in the event that such parties are unable to remediate their own Year
2000 issues.  Assessment  procedures with respect to such parties,  who include,
among others, the Department of Education,  accreditation agencies, student loan
guarantee  agencies and  financial  institutions,  have  consisted  primarily of
correspondence  with such parties to determine their Year 2000 readiness.  While
be believe,  based on the procedures  performed,  that substantially all of such
significant third parties have remediated their Year 2000 issues, we can provide
no assurance that these third parties will not experience business disruption.

     We are  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  Department  of  Education's  computer  systems.  Should the  Department  of
Education  experience  Year  2000  related  disruptions,   it  could  result  in
interruption of funding for our students.  Any prolonged interruption would have
a material adverse impact on our business, results of operations,  liquidity and
financial  condition.  In April 1999, the Department of Education announced that
all of its 175 data systems, including its 14 mission-critical systems, are Year
2000 compliant.

     Based on the assessment  performed to date,  costs of addressing  potential
problems are not  expected to have a material  adverse  impact on our  financial
position,  results of operations or cash flows in future periods.  Nevertheless,
our Year 2000  efforts are ongoing  and our overall  procedures,  as well as the
need for continency planning, will continue to evolve as new information becomes
available.

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash  equivalents  at  September  30, 1999 and March 31, 1998 were
$1.6 and $4.3 million,  respectively.  The decrease in cash and cash equivalents
was  primarily  due to the net repayment of debt of $1.9 million and the payment
of income tax liabilities of $1.3 million for the six months ended September 30,
1999.  Our working  capital  totaled $5.2 million at September 30, 1999 and $8.4
million at March 31, 1999.

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

     Net cash of $1.9  million  and $1.4  million  were  provided  by  operating
activities for the six months ended  September 30, 1999 and 1998,  respectively.
The increase of $0.5 million was primarily due to the benefit of operating  cash
flow from a decrease in accounts  receivable,  partially  offset by decreases in
accounts payable and deferred tuition revenue.




                                       16

<PAGE>

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

LIQUIDITY AND CAPITAL RESOURCES - (CONTINUED)

     Net  cash  of $1.8  million  and  $1.2  million  were  used  for  investing
activities for the six months ended  September 30, 1999 and 1998,  respectively.
The increase of $0.6 million was primarily due to a capital contribution of $1.2
million paid to Newco in connection  with the acquisition of our 19.9% interest,
which was  partially  offset by a $0.6  million  reduction  in net cash used for
capital expenditures.

     Net cash of $2.8  million  was  used in  financing  activities  for the six
months ended  September  30, 1999,  compared to net cash of $3.5 million used in
financing  activities for the six months ended  September 30, 1998. The decrease
in cash used was due to a decrease in net payments on long-term borrowings.

     We have an $8.5 million line of credit which  expires on June 30, 2000.  At
September  30, 1999,  we had $6.1 million  outstanding  under this  facility and
letters of credit outstanding of $956,000 which reduced the amount available for
borrowing.  The amounts  borrowed  under this  facility for the six months ended
September 30, 1999 were  primarily  used for  operations,  repayment of debt and
capital  expenditures.  We intend  to  refinance  or  extend  our line of credit
facility on a long-term basis prior to June 30, 2000.

     Our  primary  source  of  operating  liquidity  is the cash  received  from
payments of tuition and fees.  Most students  attending our schools receive some
form of financial aid under Title IV Programs.  We receive  approximately 71% of
our funding  from the Title IV  Programs.  Disbursements  under each program are
subject to disallowance and repayment by the schools.

     On November 5, 1999, our Board of Directors authorized the repurchase of up
to $1.0 million of our common stock.  The repurchases  will be made from time to
time in the  open  market  or  through  privately  negotiated  transactions.  We
anticipate  that the  repurchase  of  shares  will be funded  through  cash from
operations.

     We believe that with our working  capital,  our cash flow from  operations,
our working  capital  facilities  and our expected  increased  financings  under
capital lease  obligations to fund capital  expenditures,  we will have adequate
resources to meet our  anticipated  operating  requirements  for the foreseeable
future.



                                       17

<PAGE>

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

                           PART II - OTHER INFORMATION

ITEM 6.            EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS

                  27       Financial Data Schedule

         (b)      REPORTS ON FORM 8-K

                  Whitman  filed a  report  on Form  8-K on  September  2,  1999
                  relating to the sale of Huron University.



                                   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:    November 9, 1999
         ----------------


                                       18