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, 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  February  3, 2000,  there  were  13,265,781  shares of common  stock
outstanding.

                                       1
<PAGE>

                          WHITMAN EDUCATION GROUP, INC.
                                    FORM 10-Q
                                DECEMBER 31, 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....................      12


PART II - OTHER INFORMATION

Item 1.    Legal Proceedings......................................      18

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>


                                                   DECEMBER 31,      MARCH 31,
                                                       1999            1999
                                                   -------------   -------------
                                                    (UNAUDITED)
<S>                                                <C>             <C>
ASSETS
Current assets:
     Cash and cash equivalents...................  $  1,920,927    $  4,267,110
     Accounts receivable, net....................    26,134,433      27,114,533
     Inventories.................................     1,498,119       1,450,815
     Deferred income taxes.......................     2,861,070       2,562,705
     Other current assets........................     2,019,589       1,504,878
                                                   -------------   -------------
          Total current assets...................    34,434,138      36,900,041
Property and equipment, net......................    11,829,955      14,002,764
Deposits and other assets, net...................     3,326,532       1,761,220
Goodwill, net....................................     9,674,282       9,915,590
                                                   -------------   -------------
          Total assets...........................  $ 59,264,907    $ 62,579,615
                                                   =============   =============

LIABILITY AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable............................  $  1,640,873    $  1,942,740
     Accrued expenses............................     3,920,836       3,049,371
     Income taxes payable........................             -         898,664
     Current portion of capitalized
        lease obligations........................     1,544,974       1,517,912
     Current portion of long-term debt...........             -         472,994
     Deferred tuition revenue....................    20,742,641      20,575,914
                                                   -------------   -------------
          Total current liabilities..............    27,849,324      28,457,595
Other liabilities................................             -         474,842
Capitalized lease obligations....................     3,698,442       3,249,934
Long-term debt...................................     6,450,331       8,772,496
Commitment and contingencies
Stockholders' equity:
     Common stock, no par value, authorized
       100,000,000 shares issued and outstanding
       13,278,981at December 31, 1999 and
       13,423,212 shares at March 31, 1999.......    21,997,067      21,907,546
     Additional paid-in capital..................       674,173         671,536
     Accumulated deficit.........................    (1,404,430)       (954,334)
                                                   -------------   -------------
          Total stockholders' equity.............    21,266,810      21,624,748
                                                   -------------   -------------
          Total liabilities and
              stockholders' equity...............  $ 59,264,907    $ 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
                                                           DECEMBER 31,
                                                 -------------------------------
                                                       1999             1998
                                                 --------------  ---------------
<S>                                              <C>             <C>
Net revenues...................................  $  20,316,640   $   19,028,641

Costs and expenses:
     Instructional and educational support.....     12,368,099       12,469,054
     Selling and promotional...................      3,423,209        2,317,264
     General and administrative................      3,378,238        2,976,012
                                                 --------------  ---------------

Total costs and expenses.......................     19,169,546       17,762,330
                                                 --------------  ---------------

Income from operations.........................      1,147,094        1,266,311
Other (income) and expenses:
     Interest expense..........................        274,380          343,904
     Interest income...........................        (79,878)         (65,824)
                                                 --------------  ---------------

Income before income tax provision.............        952,592          988,231
Income tax provision...........................        379,513                -
                                                 --------------  ---------------

Net income.....................................  $     573,079   $      988,231
                                                 ==============  ===============

Net income per share:
     Basic and diluted ........................  $         .04   $          .07
                                                 ==============  ===============

Weighted average common shares outstanding:
     Basic.....................................     13,406,795       13,247,716
                                                 ==============  ===============
     Diluted...................................     13,464,655       13,661,481
                                                 ==============  ===============

</TABLE>











                 See accompanying notes to financial statements.

                                        4

<PAGE>


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

<TABLE>
<CAPTION>

                                                   FOR THE NINE MONTHS ENDED
                                                         DECEMBER 31,
                                                --------------------------------
                                                     1999              1998
                                                -------------     --------------
<S>                                             <C>               <C>

Net revenues.................................   $ 56,749,702      $  53,129,240

Costs and expenses:
     Instructional and educational support...     37,755,604         34,964,896
     Selling and promotional.................      9,094,902          7,409,017
     General and administrative..............      9,999,589          9,730,458
                                                -------------     --------------

Total costs and expenses.....................     56,850,095         52,104,371
                                                -------------     --------------

(Loss) income from operations................       (100,393)         1,024,869
Other (income) and expenses:
     Interest expense........................        868,186          1,020,554
     Interest income.........................       (220,414)          (189,472)
                                                -------------     --------------

(Loss) income before income tax benefit......       (748,165)           193,787
Income tax benefit...........................        298,069            343,000
                                                -------------     --------------

Net (loss) income............................   $   (450,096)     $     536,787
                                                =============     ==============

Net (loss) income per share:
     Basic and diluted.......................   $       (.03)     $         .04
                                                =============     ==============

Weighted average common shares outstanding:
     Basic...................................     13,424,156         13,217,488
                                                =============     ==============
    Diluted..................................     13,424,156         13,803,602
                                                =============     ==============

</TABLE>














                 See accompanying notes to financial statements.

                                        5

<PAGE>


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

<TABLE>
<CAPTION>

                                                      FOR THE NINE MONTHS ENDED
                                                             DECEMBER 31,
                                                     ---------------------------
                                                        1999             1998
                                                     ------------   ------------
<S>                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net  loss........................................... $  (450,096)   $   536,787
Adjustments to reconcile net loss to net cash
     provided by operating activities:
       Depreciated and amortization.................   3,304,079      3,061,469
       Bad debt expense.............................   2,528,388      2,530,741
       Deferred tax benefit.........................    (298,365)      (837,000)
       Changes in operating assets and liabilities:
            Accounts receivable.....................  (2,033,346)    (1,833,373)
            Inventories.............................    (156,338)       (44,927)
            Other current assets....................    (647,572)      (916,935)
            Deposits and other assets...............    (458,703)      (139,827)
            Accounts payable........................     137,589        671,121
            Accrued expenses........................     690,697      2,482,249
            Income taxes payable ...................    (898,664)       298,349
            Deferred tuition revenue................   1,417,149       (421,909)
            Other liabilities.......................    (475,203)      (100,262)
                                                     ------------   ------------
Net cash provided by operating activities...........   2,659,615      5,286,483
                                                     ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment..................    (959,212)    (1,955,197)
Investment in Huron University......................  (1,164,613)             -
Net proceeds from sale of marketable securities.....           -        288,458
                                                     ------------   ------------
Net cash used in investing activities...............  (2,123,825)    (1,666,739)
                                                     ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving line of credit and
     long-term borrowings and capitalized
     lease obligations..............................  25,233,467     25,721,795
Principal payments on revolving line of credit,
     long-term borrowings and other liability....... (28,207,598)   (30,852,387)
Proceeds from exercise of options and warrants......      92,158        165,515
                                                     ------------   ------------
Net cash used in financing activities...............  (2,881,973)    (4,965,077)
                                                     ------------   ------------

Decrease in cash and cash equivalents...............  (2,346,183)    (1,345,333)
Cash and cash equivalents at beginning of period....   4,267,110      3,384,336
                                                     ------------   ------------
Cash and cash equivalents at end of period.......... $ 1,920,927    $ 2,039,003
                                                     ============   ============
</TABLE>

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)

                                                    FOR THE NINE MONTHS ENDED
                                                          DECEMBER 31,
                                                  ------------------------------
                                                      1999             1998
                                                  -------------   --------------
SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING
ACTIVITIES:
Equipment acquired under capital leases........   $  1,778,239    $   1,845,790
                                                  =============   ==============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid..................................   $    868,186    $     878,496
                                                  =============   ==============
Income taxes paid..............................   $  1,341,656    $     414,077
                                                  =============   ==============




































                 See accompanying notes to financial statements.

                                        7
<PAGE>


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


PART I - FINANCIAL INFORMATION

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 CTU Corporation ("Colorado Technical University").
All  intercompany  accounts and transactions  have been  eliminated.  Hereafter,
references to "Whitman" shall include collectively Whitman Education Group, Inc.
and its operating  subsidiaries,  Ultrasound  Diagnostic Schools,  Sanford-Brown
College and Colorado Technical University.

     Whitman experiences seasonality in its quarterly results of operations as a
result  of  changes  in the  level of  student  enrollment.  New  enrollment  in
Whitman's  schools  tends to be lower in the first and  second  fiscal  quarters
covering the summer months which are  traditionally  associated with recess from
school.  Costs are generally not significantly  affected by the seasonal factors
on a quarterly  basis.  Accordingly,  quarterly  variations in net revenues will
result in fluctuations in income from operations on a quarterly basis.


2.       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         NINE MONTHS ENDED
                                     DECEMBER 31,             DECEMBER 31,
                              -------------------------  -----------------------
                                  1999          1998        1999          1998
                              ------------  -----------  ----------- -----------
<S>                           <C>           <C>          <C>         <C>
Numerator:
  Net income (loss)           $   573,079   $  988,231   $ (450,096) $  536,787
                              ============  ===========  =========== ===========
Denominator:
  Denominator for basic net
    income (loss) per share -
    weighted average shares    13,406,795   13,247,716   13,424,156  13,217,488
Effect of dilutive securities:
  Employee stock options           57,860      365,906            -     499,667
  Warrants                              -       47,859            -      86,447
                              ------------  -----------  ----------- -----------
  Dilutive potential
   common shares                   57,860      413,765            -     586,114
    Denominator for diluted
    net income (loss)per
    share - adjusted weighted
    average shares and
    assumed conversions        13,464,655   13,661,481   13,424,156  13,803,602
                              ============  ===========  =========== ===========

Basic and diluted net income
  (loss) per share            $       .04   $      .07         (.03) $      .04
                              ============  ===========  =========== ===========

</TABLE>


4.       COMPREHENSIVE INCOME (LOSS)

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

     For the three months ended December 31, 1999 and 1998, total  comprehensive
income was  $573,079  and  $988,231,  respectively.  For the nine  months  ended
December  31,  1999 and 1998,  total  comprehensive  losses  were  $450,096  and
comprehensive income was $536,787, respectively. On December 16, 1998, a gain on
the sale of marketable securities of $43,489 was realized.


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  Diagnostic  School.  The Court,
however,  rejected the  plaintiffs'  attempts to certify a class action based on
theories  that the  Ultrasound  Diagnostic  School  made  misrepresentations  to
students and to its accrediting body. The Court 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."  The  Court   subsequently    modified   the   class   definition   to
all   students    in   the    general   ultrasound    program    who    attended

                                       9

<PAGE>

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

5.       CONTINGENCIES - (CONTINUED)

from August 1, 1994 to August 1, 1998 and who, at any time,  paid with federally
guaranteed student loans or aid. 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

     In  August  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
recorded 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 ENDED  FOR THE NINE MONTHS ENDED
                                  DECEMBER 31,               DECEMBER 31,
                           --------------------------  -------------------------
                               1999         1998          1999          1998
                           ------------ -------------  ------------ ------------
<S>                        <C>          <C>            <C>          <C>
Net revenues:
  Associate Degree
   Division..............  $15,386,361  $ 13,320,645   $42,506,290  $39,465,138
  University Degree
   Division..............    4,930,279     5,664,507    14,243,412   13,620,613
  Other..................            -        43,489             -       43,489
                           ------------ -------------  ------------ ------------
  Total .................  $20,316,640  $ 19,028,641   $56,749,702  $53,129,240
                           ============ =============  ============ ============

Income (loss) before
 income tax (provision)
 benefit:
  Associate Degree
   Division..............  $   408,176  $   996,829    $   110,481  $ 3,258,588
  University Degree
   Division..............    1,112,923      555,019        891,222   (1,318,040)
  Other..................     (568,507)    (563,617)    (1,749,868)  (1,746,761)
                           ------------ ------------   ------------ ------------
  Total..................  $   952,592  $   988,231    $  (748,165) $   193,787
                           ============ ============   ============ ============


                           DECEMBER 31,   MARCH 31,
                               1999         1999
                           ------------ -------------
Total assets:
  Associate Degree
   Division..............  $47,333,665  $ 48,250,099
  University Degree
   Division..............    8,483,125    13,341,559
  Other..................    3,448,117       987,957
                           ------------ -------------
  Total..................  $59,264,907  $ 62,579,615
                           ============ =============

</TABLE>



                                       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

     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 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   NINE MONTHS ENDED
                                   DECEMBER 31,        DECEMBER 31,
                                ------------------  ------------------
<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........   60.9      65.5      66.5     65.8
  Selling and promotional......   16.8      12.2      16.0     14.0
  General and administrative...   16.6      15.6      17.7     18.3
                                -------   -------   --------  ------
Total costs and expenses.......   94.3      93.3     100.2     98.1
                                -------   -------   --------  ------
Income (loss)from operations...    5.7       6.7      (0.2)     1.9
Other (income) expenses:
  Interest expense.............    1.4       1.8       1.5      1.9
  Interest income..............   (0.4)      (.3)      (.4)     (.4)
                                -------   -------   --------  ------
Income (loss) before income
 tax provision (benefit).......    4.7       5.2      (1.3)      .4
Income tax provision
 (benefit).....................    1.9         -       (.5)     (.6)
                                -------   -------   --------  ------

Net income (loss) .............    2.8%      5.2%     (0.8)%    1.0%
                                =======   =======   ========  ======

</TABLE>

                                       12

<PAGE>

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

RESULTS OF OPERATIONS - (CONTINUED)

        THREE MONTHS ENDED DECEMBER 31, 1999 COMPARED TO THE THREE MONTHS
                            ENDED DECEMBER 31, 1998

     Net revenues  increased  by $1.3  million or 6.8% to $20.3  million for the
three  months ended  December  31, 1999 from $19.0  million for the three months
ended December 31, 1998.  Excluding Huron  University,  which was sold in August
1999,  net revenues  increased by $2.4 million or 13.5% to $20.3 million for the
three  months ended  December  31, 1999 from $17.9  million for the three months
ended  December 31, 1998.  This  increase was  primarily due to a 7% increase in
average student enrollment and an increase in revenue earned per student.

     Excluding Huron University,  the University  Degree Division  experienced a
6.0% increase in average  student  enrollment and the Associate  Degree Division
experienced  a 7.4%  increase in average  student  enrollment.  The  increase in
student  enrollment  in the  Associate  Degree  Division  was  primarily  due to
increased enrollments in the medical assisting program offered by the Ultrasound
Diagnostic Schools.  The increase in student enrollment in the University Degree
Division  was  primarily  due to  increased  enrollment  at  Colorado  Technical
University's  Sioux  Falls  campus  and  in  Colorado   Technical   University's
information  technology programs. The increase in the revenue earned per student
was  primarily  due to an increase of  approximately  7% in tuition rates in the
University  Degree  Division  and the effect of the timing of the class start at
Sanford-Brown  College in the third fiscal  quarter in  comparison  to the prior
year.

     Instructional and educational  support decreased by $0.1 million or 0.8% to
$12.4  million for the three months ended  December 31, 1999 from $12.5  million
for the three months ended  December 31, 1998.  As a percentage of net revenues,
instructional and educational  support expenses decreased to 60.9% for the three
months  ended  December 31, 1999 as compared to 65.5% for the three months ended
December 31, 1998.  Excluding Huron  University,  instructional  and educational
support  expenses  increased by $1.3  million or 11.3% to $12.4  million for the
three  months ended  December  31, 1999 from $11.1  million for the three months
ended  December 31, 1998.  Excluding  Huron  University,  as a percentage of net
revenues,  instructional and educational support expenses increased to 60.9% for
the three  months  ended  December  31, 1999 as compared to 62.10% for the three
months ended December 31, 1998. The increase in  instructional  and  educational
support  expenses  was  primarily  due to an  increase  of $1.0  million  in the
Associate Degree Division. The increase in instructional and educational support
expenses in the  Associate  Degree  Division was  primarily  due to increases in
payroll and  related  benefits  for  faculty and staff to support the  increased
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 $1.1 million or 47.7% to $3.4
million for the three months  ended  December 31, 1999 from $2.3 million for the
three months ended  December 31, 1998. As a percentage of net revenues,  selling
and promotional  expenses increased to 16.8% for the three months ended December
31, 1999,  as compared to 12.2% for the three  months  ended  December 31, 1998.
This  increase in selling and  promotional  expenses  was  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
represent a higher  percentage of net revenues in the fourth quarter than in the
prior  year due to higher  advertising  costs  anticipated  in  connection  with
marketing efforts directed at increasing enrollment.


                                       13
<PAGE>

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

RESULTS OF OPERATIONS - (CONTINUED)

     General and  administrative  expenses increased by $0.4 million or 13.5% to
$3.4 million for the three months ended  December 31, 1999 from $3.0 million for
the three months  ended  December 31,  1998.  As a percentage  of net  revenues,
general and  administrative  expenses  increased  to 16.6% for the three  months
ended December 31, 1999 as compared to 15.6% for the three months ended December
31, 1998. The increase in general and administrative  expenses was primarily due
to an  increase  of $0.5  million in the  Associate  Degree  Division  due to an
increase  in  administrative  payroll  expenses to support the growth in student
enrollment.

     Income from operations was $1.2 million for the three months ended December
31, 1999 as compared to net income of $1.3  million for the three  months  ended
December 31, 1998. Excluding Huron University,  income from operations decreased
by $0.5 million to $1.1  million for the three  months  ended  December 31, 1999
from $1.6 million for the three months ended December 31, 1998.

     Net income was $0.6 million for the three months ended December 31, 1999 as
compared to net income of $1.0 million for the three  months ended  December 31,
1998. The decrease in  profitability  was primarily due to the effect of a 39.8%
tax rate for the three months ended  December 31, 1999 and no tax provision as a
result of the  utilization  of net operating  loss  carryforwards  for the three
months ended December 31, 1998.

         NINE MONTHS ENDED DECEMBER 31, 1999 COMPARED TO THE NINE MONTHS
                             ENDED DECEMBER 31, 1998

     Net revenues  increased  by $3.6  million or 6.8% to $56.7  million for the
nine months ended December 31, 1999 from $53.1 million for the nine months ended
December 31, 1998.  Excluding Huron  University,  which was sold in August 1999,
net revenues  increased  by $4.6  million or 9.1% to $55.3  million for the nine
months  ended  December  31, 1999 from $50.7  million for the nine months  ended
December  31,  1998.  This  increase was  primarily  due to an 8.0%  increase in
average student enrollment.

     Excluding Huron University,  the University  Degree Division  experienced a
9.7% increase and the Associate Degree Division experienced a 7.2% increase. The
increase in student  enrollment in the Associate  Degree  Division was primarily
due to increased  enrollments in the medical  assisting  programs offered by the
Ultrasound  Diagnostic  Schools.  The  increase  in  student  enrollment  in the
University Degree Division was primarily due to increased enrollment at Colorado
Technical  University's  Sioux Falls campus and increased in Colorado  Technical
University's information technology programs.

     Instructional and educational  support increased by $2.8 million or 8.0% to
$37.8 million for the nine months ended December 31, 1999 from $35.0 million for
the nine months  ended  December  31, 1998.  As a  percentage  of net  revenues,
instructional and educational  support expenses  increased to 64.3% for the nine
months  ended  December  31, 1999 as compared to 61.4% for the nine months ended
December 31, 1998.  Excluding Huron  University,  instructional  and educational
support  expenses  increased by $4.4  million or 14.3% to $35.6  million for the
nine months ended December 31, 1999 from $31.2 million for the nine months ended
December 31, 1998. Excluding Huron University,  as a percentage of net revenues,
instructional   and   educational   support   expenses  increased  to  64.3% for
the  nine months   ended   December  31, 1999  as  compared  to  61.4%  for  the
nine  months  ended  December  31,  1998.    This  increase  in    instructional
and    educational    support   expenses    was     primarily    due    to    an
increase   of   $3.8   million   in   the    Associate   Degree  Division.   The


                                       14
<PAGE>

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

RESULTS OF OPERATIONS - (CONTINUED)

increase in  instructional  and  educational  support  expenses in the Associate
Degree Division 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 $1.7 million or 22.8% to $9.1
million for the nine months  ended  December  31, 1999 from $7.4 million for the
nine months ended  December 31, 1998. As a percentage  of net revenues,  selling
and promotional  expenses increased 16.0% for the nine months ended December 31,
1999 as compared to 14.0% for the nine  months  ended  December  31,  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  for the fiscal  year than in the prior year due to higher  advertising
costs  anticipated in connection with marketing  efforts  directed at increasing
enrollment.

     General and  administrative  expenses  increased by $0.3 million or 2.8% to
$10.0 million for the nine months ended  December 31, 1999 from $9.7 million for
the nine months  ended  December  31, 1998.  As a  percentage  of net  revenues,
general and administrative expenses decreased to 17.7% for the nine months ended
December  31, 1999 as compared to 18.3% for the nine months  ended  December 31,
1998. The increase in general and  administrative  expenses was primarily due to
an increase in administrative  payroll expenses in the Associate Degree Division
to support the growth in student enrollment.  This increase was partially offset
by a decrease in general and  administrative  expenses in the University  Degree
Division  due to a  reduction  in  administrative  payroll  expenses  due to the
consolidation of certain administrative positions at the corporate office.

     We reported a loss from  operations  of $.1  million  for the three  months
ended  December 31, 1999 as compared to  operating  income of $1 million for the
year ended December 31, 1998. Excluding Huron University, income from operations
decreased  from $2.1 million to $0.9 million for the nine months ended  December
31, 1999 from $3.0 million for the nine months ended December 31, 1998.

     We reported a net loss of $0.5  million and net income of $0.5  million for
the nine months ended December 31, 1999 and 1998, respectively.  The decrease in
net income was  primarily  due a decrease in pre- tax profits of $3.1 million in
the Associate Degree Division, which was partially offset by an increase in pre-
tax profits of $2.2 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 nine  months  ended  December  31,  1999,  the
revenues  generated in the Associate Degree Division did not offset the increase
in operating expenses.







                                       15

<PAGE>

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

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 in August 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 $377,000 at Huron
University  for the three months ended  December 31, 1998,  and $2.0 million for
the nine months ended  December 31, 1998.  Due to the sale of Huron  University,
our operating  results were not affected by the  operations of Huron  University
for the three months ended December 31, 1999. For the nine months ended December
31, 1999, Huron University sustained operating losses of $1.0 million.


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.

     In order to ensure that our IT systems and non-IT systems function properly
in the year 2000, we  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 completed an assessment,  remediation and
testing of our IT systems and assessed  material non-IT systems that we utilize.
To date, we have not experienced any  significant  Year 2000 problems.  While we
have not  experienced  any  significant  Year  2000  problems  with  respect  to
significant suppliers, we can provide no assurance that these third parties will
not experience business interruption in the future.

     The costs incurred with respect to the procedures  performed to address the
Year  2000  issue  were not  material  to our  financial  position,  results  of
operations or cash flows.


LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash equivalents at December 31, 1999 and March 31, 1999 were $1.9
million  and  $4.3  million,   respectively.  The  decrease  in  cash  and  cash
equivalents was primarily due to the net repayment of debt of $2.9 million.  Our
working  capital  totalled $6.6 million at December 31, 1999 and $8.4 million at
March 31, 1999.

     Net   cash   of   $2.7   million  was  provided  by  operating   activities
for   the  nine  months  ended   December  31,  1999  compared   to   net   cash
provided  by  operating  activities  of  $5.3  million for the nine months ended

                                       16
<PAGE>

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

LIQUIDITY AND CAPITAL RESOURCES - (CONTINUED)

December 31, 1998. The decrease of $2.6 million was primarily due to an decrease
in net income of $1.0  million and  a  decrease in accounts  payable and accrued
expenses due to the timing of payments.

     Net cash of $2.1 million and $1.7 million was used for investing activities
for the nine months ended December 31, 1999 and 1998, respectively. The increase
of  $0.4  million  was  primarily  due to the  increase  in net  cash  used  for
investment in Newco.

     Net cash of $2.9  million  was used in  financing  activities  for the nine
months ended  December  31,  1999,  compared to net cash of $5.0 million used in
financing  activities  for the nine months ended December 31, 1998. The decrease
in cash used in  financing  activities  was due to a decrease of $2.6 million in
net payments on long-term borrowings.

     We have an $8.5 million  line of credit which  expires on October 31, 2000.
At December 31, 1999,  we had $6.5 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 nine months ended
December  31, 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 October 31, 2000.

     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.  As of February 4, 2000, we had  repurchased  183,900  shares of our
common stock for approximately $350,000.

     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.

     We believe that with our working  capital,  our cash flow from  operations,
our credit 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 1.  LEGAL PROCEEDINGS

          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
     Diagnostic School. The Court, however, rejected the plaintiffs' attempts to
     certify a class action  based on theories  that the  Ultrasound  Diagnostic
     School made misrepresentations to students and to its accrediting body. The
     Court 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."  The Court  subsequently
     modified the class  definition  to all  students in the general  ultrasound
     program who attended  from August 1, 1994 to August 1, 1998 and who, at any
     time,  paid with  federally  guaranteed  student  loans or aid.  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.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits
          --------
          27       Financial Data Schedule

     (b)  Reports on Form 8-K
          -------------------
          No reports on Form 8-K were filed by Whitman  during the quarter ended
     December 31, 1999.


                                   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:    Feburary 8, 2000
         ----------------

                                       18