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, 1997


                         Commission File Number 1-13722

                          WHITMAN EDUCATION GROUP, INC.



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

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

     AS OF FEBRUARY  11,  1998,  THERE WERE  13,193,882  SHARES OF COMMON  STOCK
OUTSTANDING.

                                       -1-

<PAGE>



                          WHITMAN EDUCATION GROUP, INC.
                                    FORM 10-Q
                                DECEMBER 31, 1997


                                TABLE OF CONTENTS


                                                                 PAGE
                                                                ------

PART I -  FINANCIAL INFORMATION

Item 1.   Financial Statements..............................       3
Item 2.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations..............      10



PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K..................      14




                                       -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,
                                                                                 1997              1997
                                                                          -----------------    -------------
                                                                             (Unaudited)
<S>                                                                       <C>                  <C>   

ASSETS
Current assets:
     Cash and cash equivalents........................................... $    1,268,006     $    3,853,932
     Restricted cash.....................................................             --            511,927
     Accounts receivable, net ...........................................     20,026,832         18,159,383
     Inventories.........................................................      1,470,127          1,084,124
     Deferred income taxes...............................................        853,267            853,267
     Other current assets................................................      1,525,202          1,072,511
                                                                          ---------------    ---------------
Total current assets.....................................................     25,143,434         25,535,144

Property and equipment, net .............................................     12,682,755         10,062,815
Marketable securities....................................................        202,500            296,250
Deposits and other assets, net ..........................................      1,384,042          1,607,120
Goodwill, net............................................................     10,293,685         10,516,165
                                                                          ---------------    ---------------
                                                                          $   49,706,416     $   48,017,494
                                                                          ===============    ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable.................................................... $    1,641,744     $    2,390,283
     Accrued expenses....................................................      2,397,686          2,873,923
     Income taxes payable................................................         28,663             34,816
     Short-term notes payable............................................      1,056,018                 --
     Current portion of capitalized lease obligations....................        905,064          1,040,403
     Current portion of long-term debt...................................        309,822            540,565
     Deferred tuition revenue............................................     15,065,202         12,999,348
                                                                          ---------------     --------------
Total current liabilities................................................     21,404,199         19,879,338

Other liabilities........................................................        771,972            921,859
Capitalized lease obligations............................................      2,617,591          2,013,125
Long-term debt...........................................................      8,636,410          9,096,017

Commitments and contingencies
Stockholders' equity:
     Common stock, no par value, authorized 100,000,000 shares,
       issued and outstanding 13,193,582 shares at December 31, 1997 and      22,192,827         20,584,014
       12,677,582 shares at March 31, 1997 ..............................
     Additional paid-in capital..........................................        671,536            671,536
     Accumulated deficit.................................................     (5,485,096)        (4,139,122)
     Treasury stock, 239,694 shares......................................     (1,009,273)        (1,009,273)
     Net unrealized loss on noncurrent marketable securities.............        (93,750)                --
                                                                          ---------------    ---------------
Total stockholders' equity...............................................     16,276,244         16,107,155
                                                                          ---------------    ---------------
                                                                          $   49,706,416     $   48,017,494
                                                                          ===============    ===============




                 See accompanying notes to financial statements.

                                       -3-
</TABLE>

<PAGE>

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

                                                            FOR THE THREE MONTHS ENDED
                                                                   DECEMBER 31,
                                                           1997                     1996
                                                      ---------------        ---------------
<S>                                                   <C>                     <C>   

Net revenues.....................................     $   15,926,343         $   11,409,663

Costs and Expenses:
  Instructional and educational support .........         10,378,089              7,760,032
  Selling and promotion..........................          2,089,036              1,974,133
  General and administrative ....................          2,523,283              2,898,224
                                                      ---------------        ---------------

Total costs and expenses.........................         14,990,408             12,632,389
                                                      ---------------        ---------------

Income (loss) from operations....................            935,935             (1,222,726)

Interest expense, net............................            322,500                196,493
                                                      ---------------        ---------------

Income (loss) before income taxes ...............            613,435             (1,419,219)

Income tax benefit ..............................                 --                 26,999
                                                      ---------------        ---------------

Net income (loss)................................     $      613,435         $   (1,392,220)
                                                      ===============        ===============

Net income (loss) per share:
  Basic..........................................     $          .05         $         (.12)
  Diluted........................................     $          .04         $         (.12)

Weighted average common shares outstanding:
  Basic..........................................         12,919,832              11,983,320
  Diluted........................................         14,410,889              11,983,320


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

Net revenues.....................................     $   43,869,138         $   33,893,512

Costs and Expenses:
  Instructional and educational support..........         29,861,463             21,926,182
  Selling and promotion..........................          6,273,904              5,020,258
  General and administrative.....................          8,250,284              8,295,682
                                                      ---------------        ---------------

Total costs and expenses.........................         44,385,651             35,242,122
                                                      ---------------        ---------------

Loss from operations.............................           (516,513)            (1,348,610)

Interest expense, net............................            829,461                656,396
                                                      ---------------        ---------------

Loss before income taxes ........................         (1,345,974)            (2,005,006)

Income tax benefit...............................                 --                204,736
                                                      ---------------        ---------------

Net loss ........................................     $    (1,345,974)       $   (1,800,270)
                                                      ================       ===============

Net loss per share:
  Basic..........................................     $          (.11)       $         (.16)
  Diluted........................................     $          (.11)       $         (.16)

Weighted average common shares outstanding:
  Basic..........................................          12,758,851            11,082,369
  Diluted........................................          12,758,851            11,082,369



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

Cash flows from operating activities:
Net loss.....................................................     $   (1,345,974)      $   (1,800,270)
Adjustments to reconcile net loss to net cash used in
operating activities:
     Depreciation and amortization...........................          2,536,087            1,940,090
     Bad debt expense........................................          1,962,925            1,911,953
     Deferred tax benefit....................................                 --             (228,501)
     Changes in operating assets and liabilities:
        Restricted cash......................................            511,927                 (712)
        Accounts receivable..................................        (3,830,374)           (2,489,603)
        Inventories..........................................          (386,003)             (108,817)
        Other current assets.................................          (601,293)             (441,207)
        Deferred costs.......................................            (2,936)              (81,759)
        Deposits and other assets............................           (76,434)             (187,686)
        Accounts payable.....................................          (748,539)              557,066
        Accrued expenses.....................................          (476,237)              454,092
        Income taxes payable.................................            (6,153)             (147,294)
        Deferred tuition revenue.............................          2,065,854           (1,701,254)
        Other liabilities....................................           (149,887)                  --
                                                                  ---------------      ---------------
Net cash used in operating activities........................           (547,037)          (2,323,902)
                                                                  ---------------      ---------------

Cash flows from investing activities:
Purchase of property and equipment ..........................         (3,279,249)          (2,374,604)
Payments into escrow for acquisition
     of Sanford-Brown College................................             16,058             (162,330)
                                                                  ---------------      ---------------
Net cash used in investing activities........................         (3,263,191)          (2,536,934)
                                                                  ---------------      ---------------

Cash flows from financing activities:
Proceeds from revolving line of credit and long-term
  borrowings.................................................         25,636,986           25,293,627
Principal payments on revolving line of credit,
  long-term borrowings and other liability...................        (26,327,336)         (26,139,438)
Principal payments on capitalized lease obligations..........           (750,179)            (800,977)
Proceeds from short-term notes payable.......................          1,056,018                   --
Proceeds from exercise of options and warrants ..............          1,608,813              385,226
Proceeds from sale of common stock ..........................                 --            6,479,620
Proceeds from Huron acquisition..............................                 --            1,200,683
                                                                  ---------------     ----------------
Net cash provided by financing activities....................     $    1,224,302      $     6,418,741
                                                                  ---------------     ----------------
</TABLE>


                        Continued on the following page.

                                       -6-

<PAGE>



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

                                                                      FOR THE NINE MONTHS ENDED
                                                                             DECEMBER 31,
                                                                       1997                 1996
                                                                  ---------------      ---------------
<S>                                                                <C>                 <C>   

(Decrease) increase in cash and cash equivalents.............     $   (2,585,926)      $    1,557,905

Cash and cash equivalents at beginning of period.............          3,853,932            2,762,141

CTU activity for the three months ended
   March 31, 1996............................................                 --              (15,423)
                                                                  ---------------      ---------------

Cash and cash equivalents at end of period...................     $    1,268,006       $    4,304,623
                                                                  ===============      ===============

SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING AND 
INVESTING ACTIVITIES:

Stock issued in connection with acquisition of
  Sanford-Brown College......................................     $           --       $   3,750,000
                                                                  ===============      ==============

Equipment acquired under capital leases......................     $    1,219,306       $     358,472
                                                                  ===============      ==============

Treasury stock issued in connection with purchase
  of DFAS....................................................     $           --       $     203,000
                                                                  ===============      ==============

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

Assets acquired in Huron acquisition.........................     $           --       $   1,467,220
                                                                  ===============      ==============

Liabilities assumed in Huron acquisition.....................     $           --       $   2,667,903
                                                                  ===============      ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Interest paid................................................     $      877,887       $     650,167
                                                                  ===============      ==============
Income taxes paid............................................     $        1,343       $     220,495
                                                                  ===============      ==============
</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 the Company, include all adjustments,  which are of
a normal  recurring  nature,  necessary  for a fair  presentation  of  financial
position and the results of operations and cash flows for the periods presented.
However,  the financial  statements do not include all information and footnotes
required for a presentation  in accordance  with generally  accepted  accounting
principles.  These condensed consolidated financial statements should be read in
conjunction  with the  consolidated  financial  statements and the notes thereto
included or  incorporated by reference in the Company's Form 10-K for the fiscal
year ended March 31, 1997. The results of operations for the interim periods are
not  necessarily  indicative of the results of operations to be expected for the
full year.

     The  accompanying  financial  statements  include  the  accounts of Whitman
Education Group, Inc., and its wholly-owned  subsidiaries,  Ultrasound Technical
Services,  Inc. ("Ultrasound  Diagnostic Schools"),  Sanford-Brown College, Inc.
("Sanford-Brown College") and MDJB, Inc. ("Colorado Technical University").  All
intercompany accounts and transactions have been eliminated.

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

2.   ACQUISITION OF HURON UNIVERSITY

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

     The  following  unaudited  pro forma  information  combines  the results of
operations of Whitman and Huron  University  for the three and nine months ended
December 31, 1996 as if the  transaction  had  occurred at April 1, 1996,  after
giving  effect to certain  adjustments  including  additional  rent  expense and
reductions  in interest and  depreciation  expense  (amounts  are in  thousands,
except per share amounts).

<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED   NINE MONTHS ENDED
                                        DECEMBER 31, 1996   DECEMBER 31, 1996
                                       ------------------   ------------------
<S>                                    <C>                  <C>

         Net revenues.................    $  12,961             $  36,627
         Net loss ....................    $  (1,167)            $  (2,466)
         Basic net loss per share.....    $    (.10)            $    (.22)
         Diluted net loss per share...    $    (.10)            $    (.22)
</TABLE>

                                       -8-

<PAGE>



3.   EARNINGS PER SHARE

     In 1997,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  No. 128,  Earnings  per Share.  Statement  128
replaced the previously  reported  primary and fully diluted  earnings per share
with basic and diluted  earnings per share.  Unlike primary  earnings per share,
basic earnings per share excludes any dilutive effects of options,  warrants and
convertible  securities.  Diluted  earnings  per  share is very  similar  to the
previously  reported  fully diluted  earnings per share.  All earnings per share
amounts for all periods have been presented,  and where  necessary,  restated to
conform to the Statement 128 requirements.

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

<TABLE>
<CAPTION>

                                              FOR THE THREE MONTHS ENDED              FOR THE NINE MONTHS ENDED
                                                      DECEMBER 31,                          DECEMBER 31,
                                         ------------------------------------   -----------------------------------
                                              1997                  1996             1997                1996
                                         ---------------      ---------------   ---------------     ---------------
<S>                                      <C>                  <C>               <C>                 <C>

Numerator:
   Net income (loss)...................  $      613,435       $   (1,392,220)   $   (1,345,974)     $   (1,800,270)

Denominator:
   Denominator for basic
     earnings per share -
     weighted-average shares...........      12,919,832           11,983,320        12,758,851          11,082,369

   Effect of dilutive securities:
     Employee stock options............         964,783                   --                --                  --
     Warrants..........................         526,274                   --                --                  --
                                         ---------------      ---------------   ---------------     ---------------

   Dilutive potential common
     shares............................       1,491,057                   --                --                  --

     Denominator for diluted
       earnings per share -
       adjusted weighted-
       average shares and
       assumed conversions.............      14,410,889           11,983,320        12,758,851          11,082,369
                                         ===============      ===============   ===============     ===============

Basic earnings (loss) per share........  $          .05       $         (.12)   $         (.11)     $         (.16)
                                         ===============      ===============   ===============     ===============

Diluted earnings (loss) per share......  $          .04       $         (.12)   $         (.11)     $         (.16)
                                         ===============      ===============   ===============     ===============
</TABLE>


4.   CONTINGENCIES

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

                                       -9-

<PAGE>




5.   WARRANTS

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


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following  discussion and analysis  should be read in conjunction  with
the  consolidated  financial  statements  of the Company,  the related  notes to
consolidated  financial  statements and Management's  Discussion and Analysis of
Financial  Condition  and Results of Operations  included in the Company's  Form
10-K for the year ended March 31, 1997 and the condensed  consolidated financial
statements  and  the  related  notes  to the  condensed  consolidated  financial
statements  included in Item 1 of this Quarterly Report on Form 10-Q. Except for
the historical  matters  contained  herein,  statements  made in this report are
forward  looking  and are made  pursuant to the safe  harbor  provisions  of the
Securities  Litigation Reform Act of 1995.  Investors are cautioned that forward
looking statements involve risks and uncertainties that may affect the Company's
business and prospects, including economic, competitive,  governmental and other
factors  discussed  in  this  report  and  in the  Company's  filings  with  the
Securities and Exchange Commission.

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                        DECEMBER 31,                       DECEMBER 31,
                                              -------------------------------    ----------------------------------
                                                    1997             1996             1997              1996
                                              ---------------   ---------------  ---------------    ---------------
<S>                                          <C>                 <C>             <C>                <C>

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

Costs and expenses:
   Instructional and educational support....        65.2             68.0             68.1              64.7
   Selling and promotion....................        13.1             17.3             14.3              14.8
   General and administrative...............        15.8             25.4             18.8              24.5
                                                ---------         ----------       ----------        ---------
Total costs and expenses....................        94.1            110.7            101.2             104.0
                                                ---------         ----------       ----------        ---------
Income (loss) from operations...............         5.9            (10.7)            (1.2)             (4.0)
Interest expense, net.......................         2.0              1.7              1.9               1.9
                                                ---------         ----------       ----------        ---------
Income (loss) before income taxes...........         3.9            (12.4)            (3.1)             (5.9)
Income tax benefit..........................          --              0.2               --               0.6
                                                ---------         ----------       ----------        ---------

Net income (loss)...........................         3.9%           (12.2)%           (3.1)%            (5.3)%
                                                ==========        ==========      ===========        ==========

</TABLE>

                                              -10-

<PAGE>


THREE MONTHS ENDED DECEMBER 31, 1997 COMPARED TO THE THREE MONTHS ENDED DECEMBER
31, 1996

     Net revenues  increased  by $4.5 million or 39.6% to $15.9  million for the
three  months ended  December  31, 1997 from $11.4  million for the three months
ended  December 31,  1996.  The  increase  was  primarily  due to an increase in
average student enrollment.  Student enrollment increased 29.0% overall with the
University  Degree  Division  experiencing  a 38.1%  increase and the  Associate
Degree Division experiencing a 24.2% increase.

     The  increase  in student  enrollment  in the  University  Degree  Division
resulted in increased  net revenues of $1.6 million or 54.3%.  This increase was
primarily due to the opening of a Colorado Technical University campus in Denver
in October 1996 and the acquisition of Huron University in December 1996.

     The  increase  in  student  enrollment  in the  Associate  Degree  Division
resulted in  increased  net  revenues of $2.9  million or 34.3%.  The  increased
enrollment  was  primarily  in the  medical  assisting  program  offered  by the
Ultrasound Diagnostic Schools.

     Instructional and educational support increased by $2.6 million or 33.7% to
$10.4 million for the three months ended December 31, 1997 from $7.8 million for
the three months  ended  December 31,  1996.  As a percentage  of net  revenues,
instructional   and   educational   support   expenses  were  65.2%  and  68.0%,
respectively,  for the three  months  ended  December  31, 1997 and December 31,
1996.  The  increase in  instructional  and  educational  support  expenses  was
primarily due to the opening and  acquisition  of new campuses at the University
Degree  Division and the addition of student support  personnel,  the upgrade of
equipment  and  facilities  and an  increase  in the cost of  books  sold at the
Associate  Degree  Division  as a result  of the  growth  in  enrollments.  As a
percentage of net  revenues,  instructional  and  educational  support  expenses
decreased  primarily  due to a greater  rate of increase in net  revenues at the
Associate  Degree Division than the rate of increase in such expenses  necessary
to support the increase in enrollment.

     Selling and  promotion  expenses  increased  by $.1 million or 5.8% to $2.1
million for the three months  ended  December 31, 1997 from $2.0 million for the
three months ended  December 31, 1996. As a percentage of net revenues,  selling
and promotion  expenses  decreased to 13.1% for the three months ended  December
31, 1997 as compared to 17.3% for the three months ended  December 31, 1996. The
decrease in selling and promotion expenses, as a percentage of net revenues, was
primarily due to a decrease in such expenses at the University  Degree  Division
due to pre-opening  and marketing costs incurred during the third quarter of the
prior year  related to Colorado  Technical  University's  new Denver  campus and
Huron  University.  Selling and promotion  expenses  increased by $.2 million or
13.3% at the  Associate  Degree  Division due to  continued  efforts to increase
enrollment.

     General and  administrative  expenses  decreased by $.4 million or 12.9% to
$2.5 million for the three months ended  December 31, 1997 from $2.9 million for
the three months  ended  December 31,  1996.  As a percentage  of net  revenues,
general and administrative expenses were 15.8% and 25.4%, respectively,  for the
three  months ended  December  31, 1997 and  December 31, 1996.  The decrease in
general and administrative expenses was due primarily to a reduction in bad debt
expense at the Associate Degree Division due to improved cash  collections.  The
decrease in general and administrative  expenses as a percentage of net revenues
was due to the Company's ability to increase revenues as a result of an increase
in  student  enrollment  at  a  greater  rate  than  the  rate  of  increase  in
administrative operating costs necessary to support the increase in enrollment.



                                      -11-

<PAGE>


     The Company  reported  net income of $613,000  for the three  months  ended
December 31, 1997 as compared to a net loss of  $1,392,000  for the three months
ended December 31, 1996. Net income for the three months ended December 31, 1997
was primarily a result of a 39.6% increase in net revenues  primarily  generated
from an  increase  in  student  enrollment  combined  with a 19.4%  increase  in
operating costs to support the increase in enrollment.

NINE MONTHS ENDED DECEMBER 31, 1997 COMPARED TO THE NINE MONTHS ENDED
DECEMBER 31, 1996

     Net revenues  increased by $10.0  million or 29.4% to $43.9 million for the
nine months ended December 31, 1997 from $33.9 million for the nine months ended
December 31, 1996.  The  increase  was  primarily  due to an increase in average
student  enrollment.   Student  enrollment  increased  21.3%  overall  with  the
University  Degree  Division  experiencing  a 34.9%  increase and the  Associate
Degree Division experiencing a 15.2% increase.

     The  increase  in student  enrollment  in the  University  Degree  Division
resulted in increased  net revenues of $3.8 million or 48.7%.  This increase was
primarily due to the opening of a Colorado Technical University campus in Denver
in October 1996 and the acquisition of Huron University in December 1996.

     The  increase  in  student  enrollment  in the  Associate  Degree  Division
resulted in  increased  net  revenues of $6.1  million or 23.6%.  The  increased
enrollment  was  primarily  in the  medical  assisting  programs  offered by the
Ultrasound Diagnostic Schools.

     Instructional and educational support increased by $7.9 million or 36.2% to
$29.8 million for the nine months ended December 31, 1997 from $21.9 million for
the nine months  ended  December  31, 1996.  As a  percentage  of net  revenues,
instructional   and   educational   support   expenses  were  68.1%  and  64.7%,
respectively, for the nine months ended December 31, 1997 and December 31, 1996.
The increase in instructional and educational support expenses was primarily due
to the  opening  and  acquisition  of new  campuses  at  the  University  Degree
Division,  and the  addition  of  student  support  personnel,  the  upgrade  of
equipment  and  facilities  and an  increase  in the cost of  books  sold at the
Associate Degree Division.

     Selling and promotion  expenses  increased by $1.3 million or 25.0% to $6.3
million for the nine months  ended  December  31, 1997 from $5.0 million for the
nine months ended  December 31, 1996. As a percentage  of net revenues,  selling
and promotion expenses were 14.3% and 14.8%,  respectively,  for the nine months
ended  December  31, 1997 and  December  31,  1996.  The increase in selling and
promotion  expenses  was  primarily  due to an  increase  in such  costs  at the
University Degree Division related to Colorado Technical University's new Denver
campus and Huron University and continued efforts to increase  enrollment at the
Associate Degree Division.

     General and  administrative  expenses were $8.3 million for the nine months
ended  December 31, 1997 and December 31, 1996. As a percentage of net revenues,
general and administrative expenses were 18.8% and 24.5%, respectively,  for the
nine months ended  December  31, 1997 and  December  31,  1996.  The decrease in
general  and  administrative  expenses  as a  percentage  of  net  revenues  was
primarily  due to a reduction in bad debt and payroll  expense at  Sanford-Brown
College due to improved  cash  collections  and the  consolidation  of personnel
functions.  In addition,  the decrease in such  expenses as a percentage  of net
revenues was due to the Company's ability to increase revenues as a result of an
increase in student  enrollment  at a greater  rate than the rate of increase in
administrative operating costs necessary to support the increase in enrollment.

                                      -12-

<PAGE>



     The Company  reported a net loss of $1.3  million and $1.8  million for the
nine months ended December 31, 1997 and 1996, respectively. The net loss for the
nine months ended  December 31, 1997 was  primarily  due to operating  losses of
$1.9  million  sustained  by  the  campuses  of  Colorado  Technical  University
established since the beginning of the third quarter ended December 31, 1996.

SEASONALITY

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

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash equivalents at December 31, 1997 and March 31, 1997 were $1.3
million and $3.9 million,  respectively.  The Company's working capital totalled
$3.7 million at December 31, 1997 and $5.7 million at March 31, 1997.

     Net cash of $.5  million  was used for  operating  activities  for the nine
months ended December 31, 1997 compared to net cash of $2.3 million used for the
nine months ended  December 31, 1996. The decrease of $1.8 million was primarily
due to the benefit to operating  cash flow from an increase in deferred  tuition
revenue and a decline in the net loss as compared to the prior year.

     Net cash of $3.3 million and $2.5 million was used for investing activities
for the nine months ended December 31, 1997 and 1996, respectively. The increase
of $.8 million was primarily due to an increase in capital  expenditures for the
upgrade and expansion of school facilities.

     Net cash of $1.2 million was provided by financing  activities for the nine
months ended  December 31, 1997, a decrease of $5.2 million from the nine months
ended December 31, 1996. This decrease was primarily due to a private  placement
in the prior  year of  1,000,000  shares  of the  Company's  common  stock to an
unaffiliated institutional investor for $6.5 million.

     The Company has bank lines of credit of $2.0  million  expiring in May 1998
and a  revolving  credit  facility  maturing in April 1999 in the amount of $7.5
million. At December 31, 1997, the Company had $6.8 million outstanding and $2.7
million  available under these  facilities.  Borrowings  under these  facilities
decreased by $.7 million  from the amounts  outstanding  at March 31, 1997.  The
amounts  borrowed under the working  capital  facility for the nine months ended
December 31, 1997 were primarily used for operations and capital expenditures.


                                      -13-

<PAGE>


                           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

             No reports on Form 8-K were filed by the Company during the quarter
ended December 31, 1997.



                                      -14-

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                      WHITMAN EDUCATION GROUP, INC.
                                      (Registrant)


Date:  February 13, 1998              /S/ FERNANDO L. FERNANDEZ
                                      ------------------------------------------
                                          FERNANDO L. FERNANDEZ
                                          VICE PRESIDENT - FINANCE, 
                                          CHIEF FINANCIAL OFFICER AND TREASURER



                                      -15-