<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

         (Mark One)

         [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1998

                                       OR

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                        SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from ______to______

                         Commission file number 0-23059

                             HEALTHWORLD CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                     13-3922288
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

      100 Avenue of the Americas
         New York, New York                                  10013
(Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number, including area code: (212) 966-7640

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  ___
                                       ---


As at November 12, 1998, 7,415,000 shares of Common Stock of the Registrant were
issued and outstanding.

<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES

                                Table of Contents


PART I.        FINANCIAL INFORMATION                                    Page No.
                                                                        --------
     Item 1    Financial Statements

                 Consolidated Balance Sheets as of
                 December 31, 1997 and September 30, 1998                     1

                 Consolidated Statements of Income
                 for the Three Months and Nine Months
                 Ended September 30, 1997 and 1998                            2

                 Consolidated Statements of Cash Flows for the
                 Nine Months Ended September 30, 1997 and 1998                3

                 Notes to the Consolidated Financial Statements               4

     Item 2    Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                      9

PART II.       OTHER INFORMATION

     Item 2    Changes in Securities and Use of Proceeds                     18

     Item 6    Exhibits and Reports on Form 8-K                              18


SIGNATURES                                                                   19

EXHIBIT INDEX                                                                20

<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                             December 31,                September 30,
                                                                                 1997                        1998
                                                                        ------------------------    ------------------------
                                                                                                          (unaudited)
<S>                                                                     <C>                         <C>
                                ASSETS

Current Assets:
     Cash and cash equivalents                                          $                18,092     $                 6,602
     Accounts receivable                                                                 14,269                      17,405
     Unbilled production charges                                                          1,501                       3,110
     Other current assets                                                                 1,004                       1,680
                                                                        ------------------------    ------------------------
Total current assets                                                                     34,866                      28,797
Restricted cash                                                                               -                       1,698
Property and equipment, net                                                               2,434                       4,389
Goodwill, net                                                                             3,670                      12,440
Other assets                                                                                839                       1,019
                                                                        ========================    ========================
                                                                        $                41,809     $                48,343
                                                                        ========================    ========================

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Bank loans and overdrafts                                          $                   634     $                     -
     Current portion of long-term debt                                                      702                         165
     Current portion of capitalized lease obligations                                       125                          90
     Accounts payable                                                                     1,836                       3,580
     Accrued expenses                                                                     6,148                       8,583
     Advance billings                                                                     6,468                       6,888
                                                                        ------------------------    ------------------------
Total current liabilities                                                                15,913                      19,306
Long-term debt                                                                              230                         178
Capitalized lease obligations                                                                99                          72
Minority interests                                                                            -                          95
Deferred rent                                                                               768                         841
Other liabilities                                                                            33                          21
                                                                        ------------------------    ------------------------
Total liabilities                                                                        17,043                      20,513
                                                                        ========================    ========================

Stockholders' Equity:
     Preferred stock, $.01 par value; 1,000,000 shares 
     authorized; no shares outstanding
                                                                                              -                           -
     Common stock, $.01 par value; 20,000,000 shares 
     authorized; and 7,415,000 shares outstanding
                                                                                             74                          74
     Additional paid-in capital                                                          22,746                      22,746
     Retained earnings                                                                    1,931                       4,860
     Cumulative foreign currency translation adjustments                                     15                         150
                                                                        ------------------------    ------------------------

Total stockholders' equity                                                               24,766                      27,830
                                                                        ========================    ========================
                                                                        $                41,809     $                48,343
                                                                        ========================    ========================

</TABLE>


       The accompanying notes to consolidated financial statements are an
                       integral part of these statements.


                                       1
<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                       Three Months Ended                   Nine Months Ended
                                                          September 30,                       September 30,
                                                 --------------------------------    --------------------------------
                                                     1997              1998              1997              1998
                                                 --------------    --------------    --------------    --------------
<S>                                              <C>               <C>               <C>               <C>        
Revenues                                            $    9,435       $    16,919       $    23,186       $    45,784
                                                 --------------    --------------    --------------    --------------
Operating expenses:
   Salaries and related costs                            6,235            12,282            16,042            34,747
   General and office expenses                           1,306             1,800             3,781             5,702
   Depreciation and amortization                           171               326               525               769
                                                 --------------    --------------    --------------    --------------
                                                         7,712            14,408            20,348            41,218

Income from operations                                   1,723             2,511             2,838             4,566
Interest income (expense), net                             (19)              148                 8               551
                                                 --------------    --------------    --------------    --------------
Income before provision for income  taxes
and minority interests                                   1,704             2,659             2,846             5,117
Provision for income taxes (Note 2)                        252             1,133               359             2,156
Minority interests in net earnings of
subsidiaries                                                78                32               160                32
                                                 ==============    ==============    ==============    ==============
Net income                                          $    1,374        $    1,494       $     2,327        $    2,929
                                                 ==============    ==============    ==============    ==============

Per share information (Note 3): 
   Net income per common share:
      Basic                                         $     0.29        $     0.20        $     0.49        $     0.40
                                                 ==============    ==============    ==============    ==============
      Diluted                                       $     0.29        $     0.20        $     0.49        $     0.39
                                                 ==============    ==============    ==============    ==============

   Common shares used in computing 
   per share amounts:
      Basic                                              4,741             7,415             4,741             7,415
                                                 ==============    ==============    ==============    ==============
      Diluted                                            4,741             7,589             4,741             7,607
                                                 ==============    ==============    ==============    ==============

Pro forma information (Note 4):
   Income before provision for income
   taxes and minority interests                    $     1,704                          $    2,846
   Pro forma provision for income taxes                    712                               1,182
   Minority interests in net earnings of
   subsidiaries                                             78                                 160
                                                 ==============                      ==============
   Pro forma net income                            $       914                          $    1,504
                                                 ==============                      ==============
Pro forma per share information: 
   Net income per common share:
      Basic                                        $      0.19                          $     0.32
                                                 ==============                      ==============
      Diluted                                      $      0.19                          $     0.32
                                                 ==============                      ==============
   Common shares used in computing 
   pro forma per share amounts:
      Basic                                              4,741                               4,741
                                                 ==============                      ==============
      Diluted                                            4,741                               4,741
                                                 ==============                      ==============

</TABLE>

        The accompanying notes to consolidated financial statements are an
integral part of these statements.

                                       2


<PAGE>


                    HEALTHWORLD CORPORATION AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                           ----------------------------------------
                                                                                 1997                  1998
                                                                           ------------------    ------------------
<S>                                                                        <C>                   <C>
Cash flows from operating activities:
   Net income                                                                  $       2,327         $       2,929
   Adjustments to reconcile net income to net cash
   provided by operating activities:
         Depreciation and amortization                                                   525                   769
         Deferred rent                                                                    77                    73
         Deferred income taxes                                                           173                   (29)
         Minority interests in net earnings of subsidiaries                              160                    32
         Gain on sale of fixed assets                                                    (19)                  (14)
   Changes in operating assets and liabilities, net of effects from 
   acquisitions of businesses:
         Accounts receivable                                                          (1,216)               (1,363)
         Unbilled production charges                                                  (1,672)               (1,408)
         Other current assets                                                            (59)                  (35)
         Other assets                                                                 (1,171)                 (117)
         Accounts payable                                                              1,312                   285
         Advance billings                                                               (122)                 (227)
         Accrued expenses                                                                443                 1,344
         Other liabilities                                                               (28)                  (12)
                                                                           ------------------    ------------------
   Net cash provided by operating activities                                             730                 2,227
                                                                           ------------------    ------------------
Cash flows from investing activities:
         Capital expenditures, net                                                      (578)                 (709)
         Proceeds from the sale of fixed assets                                           75                    93
         Businesses acquired, net of cash received                                         -               (10,213)
         Restricted cash                                                                   -                (1,698)
                                                                           ------------------    ------------------
   Net cash used in investing activities                                                (503)              (12,527)
                                                                           ------------------    ------------------
Cash flows from financing activities:
         Payment of majority stockholder dividends                                      (105)                    -
         Repayments of line of credit                                                   (400)                 (634)
         Distributions to stockholders                                                  (498)                    -
         Payments of minority interest shareholders' dividends                           (55)                    -
         Proceeds from bank loans                                                        748                     -
         Repayment of bank loans and long term debt                                     (149)                 (588)
         Capital lease repayments                                                       (109)                 (104)
                                                                           ------------------    ------------------
Net cash used in financing activities                                                   (568)               (1,326)
                                                                           ------------------    ------------------
Effect of exchange rates on cash                                                           -                   136
                                                                           ------------------    ------------------
Net decrease in cash and cash equivalents                                               (341)              (11,490)
Cash and cash equivalents at beginning of period                                       2,214                18,092
                                                                           ------------------    ------------------
Cash and cash equivalents at end of period                                     $       1,873         $       6,602
                                                                           ==================    ==================
Supplemental disclosure of cash flow information: Cash paid for:
         Taxes                                                                 $         365         $       1,339
                                                                           ==================    ==================
         Interest                                                              $         101         $          57
                                                                           ==================    ==================
Supplemental schedule of noncash investing activities:
         Capital leases for new equipment                                      $           -         $          42
                                                                           ==================    ==================

</TABLE>

       The accompanying notes to consolidated financial statements are an
                       integral part of these statements.


                                       3
<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1998
                                   (UNAUDITED)

1.    ORGANIZATION AND BASIS OF PRESENTATION

                On November 12, 1997, Healthworld Corporation (the "Company")
         acquired (the "Consolidation"), in exchange for shares of its Common
         Stock, all of the issued and outstanding common stock of each of (i)
         Girgenti, Hughes, Butler & McDowell, Inc. and its affiliated entities
         ("GHB&M") and (ii) Milton Marketing Group Limited and its subsidiaries
         ("Milton"). Unless otherwise indicated, all references herein to the
         "Company" give effect to the Consolidation and include GHBM, Milton and
         each of the Company's other subsidiaries. The Consolidation was
         accounted for under the pooling of interests method of accounting.
         Accordingly, the Company's consolidated financial statements and notes
         thereto have been restated to include the results of GHB&M and Milton
         for all periods presented.

                The Company is an international marketing and communications
         services company specializing in healthcare. The Company provides many
         of the world's largest pharmaceutical and other healthcare companies
         with a comprehensive range of integrated strategic marketing services
         designed to accelerate the market acceptance of new products and to
         sustain marketability throughout their life-cycles. The Company's
         services include advertising and promotion, contract sales, consulting,
         publishing, medical education, public relations, interactive
         multimedia, database marketing and marketing research services. The
         Company offers its clients global reach and expertise through its
         operations in the United States, the United Kingdom, France and Spain
         and through Healthworld B.V., a world-wide network of licensed
         independent marketing and communications agencies.

                The accompanying consolidated financial statements include the
         accounts of the Company and its wholly and majority owned subsidiaries
         except for CPA Espana, S.L. ("CPA Spain"), which the Company acquired
         subsequent to September 30, 1998. All intercompany balances and
         transactions have been eliminated in consolidation.

                Certain amounts in the financial statements for prior periods
         have been reclassified to conform to the current year presentation for
         comparative purposes.

                The accompanying unaudited consolidated financial statements
         reflect all adjustments, consisting of normal recurring accruals, which
         are, in the opinion of the Company's management, necessary to present
         fairly the financial position as of September 30, 1998 and the results
         of operations and cash flows for the interim periods ended September
         30, 1997 and 1998. Interim results are not necessarily indicative of
         results for a full year. For further information, refer to the
         consolidated financial statements and the accompanying notes included
         in the Company's Annual Report on Form 10-K for the year ended December
         31, 1997.


                                       4
<PAGE>

2.    INCOME TAXES

                Income taxes have been provided using the liability method in
         accordance with Statement of Financial Accounting Standards ("SFAS")
         No. 109, "Accounting for Income Taxes". The provision for income taxes
         (recorded at an effective rate of 42.67% and 42.18% for the three month
         and nine month periods ended September 30, 1998, respectively) reflects
         management's estimation of the effective tax rate expected to be
         applicable for the fiscal year. Prior to the Consolidation, certain of
         the entities comprising GHB&M were treated as S corporations and were
         not subject to Federal corporate income taxes. Such entities were
         subject to certain corporate level state and local income taxes which
         are provided for in the three month and nine month periods ended
         September 30, 1997.

3.    NET INCOME PER COMMON SHARE

                In accordance with SFAS No. 128, "Earnings Per Share", basic
         earnings per common share amounts were computed by dividing net
         earnings by the weighted average number of common shares outstanding,
         excluding any potential dilution. Diluted earnings per common share
         amounts were computed by reflecting potential dilution from the
         exercise of stock options. As there were no dilutive securities for the
         three month and nine month periods ended September 30, 1997, no
         reconciliation for such periods is presented herein.

                The following chart provides a reconciliation of information
         used in calculating the per share amounts, for the three month and nine
         month periods ended September 30, 1998:


<TABLE>
<CAPTION>
                                               Three Months Ended                         Nine Months Ended
                                               September 30, 1998                        September 30, 1998
                                        -------------------------------            -----------------------------
                                                          (In thousands, except per share data)
<S>                                     <C>                                        <C>
Numerator:
    Net income                                   $    1,494                                  $   2,929
                                              ------------------                          -----------------
Denominator for basic
    net income per common share                       7,415                                      7,415

Effect of dilutive securities:
    Stock options                                       174                                        192
                                              ------------------                          -----------------
Denominator for diluted
    net income per share                              7,589                                      7,607
                                              ==================                          =================
Basic net income per
    common share                                 $     0.20                                 $     0.40
                                              ==================                          =================

Diluted net income
    per common share                             $     0.20                                 $     0.39
                                              ==================                          =================

</TABLE>



                                       5
<PAGE>

4.    PRO FORMA NET INCOME

                Pro forma net income for the three month and nine month periods
         ended September 30, 1997 includes the pro forma effect of a C
         corporation income tax provision as if each of the companies comprising
         GHB&M (other than Syberactive, Inc., which was already treated as a C
         corporation) were treated as C corporations for the entire period.

5.    COMPREHENSIVE INCOME

                The Financial Accounting Standards Board (the "FASB") issued
         SFAS No. 130, "Reporting Comprehensive Income", which establishes
         standards for reporting and display of comprehensive income and its
         components in a full set of general-purpose financial statements. This
         statement is effective for fiscal years beginning after December 15,
         1997, including interim periods.

          Comprehensive income is as follows:

<TABLE>
<CAPTION>
                                                Three Months Ended September                     Nine Months
                                                            30,                              Ended September 30,
                                               ------------------------------          ------------------------------
                                                    1997             1998                  1997              1998
                                               --------------    ------------          -------------     ------------
                                                                            (In thousands)
<S>                                            <C>               <C>                   <C>               <C>       
           Net Income                            $    1,374       $    1,494             $    2,327       $    2,929
           Other comprehensive income:
               Foreign currency translation
           adjustments                                  (45)             130                    (65)             136
                                               ==============    ============          =============     ============
           Comprehensive income                  $    1,329       $    1,624             $    2,262       $    3,065
                                               ==============    ============          =============     ============

</TABLE>


6.    ACQUISITIONS OF BUSINESSES

                In July 1998, the Company acquired 80% of the capital stock of
         HFT, a French holding company, which owns 100% of the capital stock of
         Torrent, S.A. ("Torrent"), a French healthcare communications agency,
         which in turn owns 100% of the capital stock of Aigue Marine SARL
         ("Aigue") and Katchina Productions SARL ("Katchina"), each a French
         company. The Company's initial cash payment was 18.8 million French
         Francs (approximately US$3.2 million) including expenses related to the
         acquisition. Total amounts to be paid in connection with the
         acquisition, including potential subsequent earn-out payments to take
         place on or prior to April 15, 2000 and April 15, 2002 based upon a
         multiple of operating income of HFT, Torrent, Aigue and Katchina
         (together the "HFT Group Companies") and the seller's option to sell
         and the Company's option to purchase the remaining 20% of the capital
         stock of HFT, will not exceed 48.8 million French Francs (approximately
         US$8.2 million). The acquisition has been accounted for using the
         purchase method of accounting, whereby the excess of the initial
         purchase price over the fair value of the net assets acquired, 1.4
         million French Francs (approximately US$240,000), after removing
         minority interests, was recorded as goodwill. Total goodwill recorded
         on the purchase was $2.9 million.


                                       6
<PAGE>

                In July 1998, the Company acquired all of the capital stock of
         Colwood House Medical Publications (U.K.) Limited ("Colwood"), a U.K.
         medical education company. The Company's initial cash payment was
         (pound)4.5 million (approximately US$7.5 million) including expenses
         related to the acquisition. Total amounts to be paid in connection with
         the acquisition, including potential subsequent earn-out payments to
         take place in April 2000 and August 2001 based upon Colwood achieving
         certain targeted operating profits, are not to exceed approximately
         (pound)8.0 million (approximately US$13.3 million). Pursuant to the
         acquisition agreement, the Company deposited an amount equal to
         (pound)1.0 million (approximately US$1.7 million) in an interest
         bearing escrow account to be applied towards the potential earn-out
         payments, and may be required to deposit into such escrow account
         potential additional amounts based on net operating profits to be
         applied towards such future earn-out payments. The acquisition has been
         accounted for using the purchase method of accounting, whereby the
         excess of the initial purchase price over the fair value of the net
         assets acquired, (pound)891,000 (approximately US$1.5 million), was
         recorded as goodwill. Total goodwill recorded on the purchase was $6.0
         million.

                The results of operations of these acquisitions are included in
         the consolidated financial statements from the dates of acquisition.

                Summarized below are the unaudited pro forma results of
         operations for the nine months ended September 30, 1997 and 1998 of the
         Company as though the Colwood and the HFT Group Companies acquisitions
         had occurred at the beginning of 1997. Adjustments have been made for
         income taxes, amortization of goodwill, interest income and minority
         interests in net earnings of subsidiaries related to these
         transactions.

                                                            Nine Months Ended
                                                              September 30,

                                                        ------------------------
                                                            1997          1998
                                                        -----------    ---------
           Pro Forma:
               Revenues                                    30,626         51,283
               Net income                                   1,431          2,984
               Basic net income per common share        $    0.30      $    0.40
                                                        ===========    =========
               Diluted net income per common share      $    0.30      $    0.39
                                                        ===========    =========

                These pro forma results of operations are not necessarily
         indicative of the actual results of operations that would have occurred
         had the acquisitions been made at the beginning of 1997 or of results
         which may occur in the future.

                In October, 1998, the Company acquired all of the capital stock
         of CPA Spain, a healthcare communications agency located in Madrid,
         Spain. The Company's initial cash payment was approximately 212 million
         Spanish Pesetas (approximately US$1.5 million) including expenses
         related to the acquisition. Total amounts to be paid in connection with
         the acquisition, including potential subsequent earn-out payments to
         take place in April 2000 and April 2003 based upon CPA Spain achieving
         certain targeted operating profits, are not to exceed approximately 661
         million Spanish Pesetas (approximately US$4.8 million). The acquisition
         will be accounted for using the purchase method of accounting, 


                                       7
<PAGE>

         whereby the excess purchase price over the fair value of the net assets
         acquired will be recorded as goodwill.

7.    NEW ACCOUNTING STANDARDS

                The FASB issued SFAS No. 131, "Disclosures About Segments of an
         Enterprise and Related Information," which establishes standards for
         the way that public business enterprises report information about
         operating segments in financial statements issued to shareholders. It
         also establishes standards for related disclosures about products and
         services, geographic areas, and major customers. SFAS No. 131 is
         effective for financial statements for fiscal years beginning after
         December 15, 1997.

8.    SUBSEQUENT EVENTS

              In October 1998, the Company received notice from one of the
         Company's largest customers for which the Company provides contract
         sales services in the U.K., that it was terminating its customer
         relationship with the Company. Soon after receipt by the Company of
         such notice, the customer entered into insolvency "administration",
         which is analogous to Chapter 11 bankruptcy proceedings in the United
         States. Prior to entering into administration, the customer was, for
         the most part, current in paying its accounts payable to the Company,
         and the Company does not anticipate a material loss in the event that
         the Company's current accounts receivable or other contractual
         obligations from the customer are discharged in the course of the
         administration. The Company will likely incur costs in connection with
         the termination of the customer's account. However, the Company is
         currently unable to quantify such costs.


                                       8
<PAGE>

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

                This September 30, 1998 Quarterly Report on Form 10-Q contains
         statements which constitute forward-looking statements within the
         meaning of Section 27A of the Securities Act of 1933, as amended, and
         Section 21E of the Securities Exchange Act of 1934, as amended. Those
         statements include statements regarding the intent, belief or current
         expectations of the Company and its management team. The Company's
         stockholders and prospective investors are cautioned that any such
         forward-looking statements are not guarantees of future performance and
         involve risks and uncertainties, and that actual results may differ
         materially from those projected in the forward-looking statements. Such
         risks and uncertainties include, among other things, competitive,
         economic and regulatory factors in the healthcare marketing and
         communications industry and the pharmaceutical and health-care
         industry, general economic conditions, the ability of the Company to
         manage its growth and successfully implement its business strategy and
         other risks and uncertainties that are discussed herein.

         Results of Operations

                The following discussion and analysis should be read in
         conjunction with the Company's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1997.

                The following table sets forth certain data as a percentage of
revenues for the periods indicated:

<TABLE>
<CAPTION>
                                                        Three Months                              Nine Months
                                                     Ended September 30,                      Ended September 30,
                                               -----------------------------             ----------------------------
                                                    1997            1998                     1997            1998
                                               --------------    -----------             ------------     -----------
<S>                                            <C>               <C>                     <C>              <C>   
           Revenues                                 100.0%          100.0%                   100.0%          100.0%
           Salaries and related costs                66.1            72.6                     69.2            75.9
           General and office expenses               13.8            10.6                     16.3            12.4
           Depreciation and amortization              1.8             1.9                      2.3             1.7
           Income from operations                    18.3            14.9                     12.2            10.0
           Interest income (expense), net            (0.2)            0.8                      -               1.2
           Provision for income taxes                 2.7             6.7                      1.5             4.7
           Minority interests                         0.8             0.2                      0.7             0.1
                                               --------------    -----------             ------------     -----------
           Net income                                14.6%            8.8%                    10.0%            6.4%

</TABLE>

     * Percentages may not agree to the Financial Statements due to rounding



                                       9
<PAGE>

                The following table sets forth certain operating data with
         respect to the Company's contract sales operations and communications
         operations for the periods indicated:

<TABLE>
<CAPTION>
                                                      Three Months                                 Nine Months
                                                  Ended September 30,                          Ended September 30,
                                          ----------------------------------          -----------------------------------
                                               1997                1998                    1997                1998
                                          ---------------     --------------          ---------------     ---------------
           Revenues                                                        (in thousands)

<S>                                          <C>                <C>                      <C>                <C>        
           Contract sales                    $    3,252         $    8,689               $    7,844         $    24,996
           Communications                         6,183              8,230                   15,342              20,788

           Income From Operations

           Contract sales                    $      454         $       94               $      802         $       727
           Communications                         1,269              2,417                    2,036               3,839


</TABLE>


         Fiscal Three Months Ended September 30, 1998 Compared to Fiscal Three
         Months Ended September 30, 1997

         Revenues

                Revenues for the three months ended September 30, 1998 were
         $16.9 million, an increase of $7.5 million, or 79.3%, from $9.4 million
         for the three months ended September 30, 1997. Contract sales revenues
         increased to $8.7 million, an increase of 167.2% from $3.2 million in
         the prior year's quarter. This was attributable to the growth of the
         contract sales operation in the United Kingdom, which resulted
         primarily from additional business from existing clients.
         Communications revenues for the quarter ended September 30, 1998
         increased to $8.2 million, an increase of 33.1% from $6.2 million for
         the third quarter of 1997. Of such increase, approximately $1.2 million
         was attributable to revenues derived as a result of the acquisitions of
         Colwood House Medical Publications (U.K.) Limited ("Colwood") and HFT
         and its subsidiaries (together, "the HFT Group Companies") while the
         remaining increase was attributable to the growth of advertising and
         promotion services, which resulted from assignments from new clients
         and additional assignments from existing clients.

          Salaries and Related Costs

                Salaries and related costs for the three months ended September
         30, 1998 were $12.3 million, an increase of $6.0 million, or 97.0%,
         from $6.2 million for the three months ended September 30, 1997.
         Salaries and related costs include all compensation and related
         benefits for all employees and contracted talent. Such increase was
         primarily attributable to (i) approximately $4.5 million of additional
         salaries and related costs commensurate with the growth of the
         Company's U.K. and U.S. contract sales operations, (ii) approximately
         $810,000 relating to the additional support staff hired to handle the
         increased level of contract sales business activity in the U.K., and
         salaries related to the start-up of the U.S. contract sales division,
         and (iii) approximately $530,000 relating to staffing costs as a result
         of the acquisitions of Colwood and the HFT Group Companies. Salaries
         and related costs represented 72.6% of revenues in the third quarter of
         1998, compared to 66.1% in the third 


                                       10
<PAGE>

         quarter of 1997. Such increase, as a percentage of revenues, was
         primarily attributable to growth of the Company's contract sales
         operations and the corresponding increase in labor costs and increased
         staffing costs for such operations. Generally, labor costs associated
         with contract sales operations are greater as a percentage of
         corresponding revenues than those for the Company's other services.

         General and Office Expenses

                General and office expenses for the three months ended September
         30, 1998 were $1.8 million, an increase of $494,000, or 37.8%, from
         $1.3 million for the three months ended September 30, 1997. General and
         office expenses primarily include occupancy and related costs, client
         development and other related administrative costs. Such increase was
         primarily attributable to (i) increased occupancy and other related
         costs of approximately $220,000 related primarily to the acquisitions
         of Colwood and the HFT Group Companies, (ii) increased business
         development costs and start-up costs for the U.S. contract sales
         division of approximately $168,000, (iii) increased professional and
         other related costs of approximately $51,000 partially attributable to
         the transition of the Company from a private to a public company, and
         (iv) an increased level of business activity. General and office
         expenses represented 10.6% of revenues in the third quarter of 1998,
         compared to 13.8% of the revenues in the third quarter of 1997. The
         decrease in general and office expenses, as a percentage of revenues,
         was primarily attributable to expenses generally being fixed costs
         relative to increases in the Company's revenues.

         Depreciation and Amortization

                Depreciation and amortization for the three months ended
         September 30, 1998 was $326,000, an increase of $155,000 or 90.6% from
         $171,000 for the three months ended September 30, 1997. The increase
         was commensurate with the growth of the business. Depreciation and
         amortization represented 1.9% of revenues for the third quarter of
         1998, compared to 1.8% for the third quarter of 1997.

         Income From Operations

                Income from operations for the three months ended September 30,
         1998 was $2.5 million, an increase of $788,000, or 45.7%, from $1.7
         million for the three months ended September 30, 1997. Income from
         operations represented 14.8% of revenues for the third quarter of 1998,
         compared to 18.3% for the third quarter of 1997.

         Interest Income (Expense), net

                Interest income (expense), net for the three months ended
         September 30, 1998 was $148,000, an increase of $167,000 from ($19,000)
         for the three months ended September 30, 1997, resulting primarily from
         higher cash and cash equivalents for the third quarter of 1998. Such
         increase in cash and cash equivalents was attributable to the receipt
         of the net proceeds from the Company's initial public offering ("IPO")
         of Common Stock which was consummated in November 1997.


                                       11
<PAGE>

         Provision for Income Taxes

                The provision for income taxes for the three months ended
         September 30, 1998 was $1.1 million, an increase of $881,000 from
         $252,000 for the three months ended September 30, 1997. Such increase
         was primarily attributable to the Company being taxed as a C
         corporation for the third quarter of 1998. During the third quarter of
         1997, certain of the companies comprising GHB&M were treated as S
         corporations, pursuant to which income or loss of each of such
         companies was allocated to its stockholders by inclusion in their
         respective individual income tax returns.

         Net Income

                Net income for the three months ended September 30, 1998 was
         $1.5 million, an increase of $120,000, or 8.7%, from $1.4 million for
         the three months ended September 30, 1997. Net income represented 8.8%
         of revenues for the third quarter of 1998 compared to 14.6% for the
         third quarter of 1997. Net income on a pro forma basis for the three
         months ended September 30, 1997 was 9.7% of revenues.

         Fiscal Nine Months Ended September 30, 1998 Compared to Fiscal Nine
         Months Ended September 30, 1997

         Revenues

                Revenues for the nine months ended September 30, 1998 were $45.8
         million, an increase of $22.6 million, or 97.5%, from $23.2 million for
         the nine months ended September 30, 1997. Contract sales revenues
         increased to $25.0 million, an increase of 218.7% from $7.9 million for
         the same period in the prior year. This was attributable to the growth
         of the contract sales operation in the United Kingdom, which resulted
         primarily from additional business from existing clients.
         Communications revenues for the nine months ended September 30, 1998
         increased to $20.8 million, an increase of 35.5% from $15.3 million for
         the same period in the prior year. Of such increase, approximately $3.8
         million was attributable to the growth of advertising and promotion
         services which resulted from assignments from new clients and
         additional assignments from existing clients, and $1.2 million was
         attributable to revenues derived as a result of the acquisitions of
         Colwood and the HFT Group Companies.

         Salaries and Related Costs

                Salaries and related costs for the nine months ended September
         30, 1998 were $34.7 million, an increase of $18.7 million, or 116.6%,
         from $16.0 million for the nine months ended September 30, 1997.
         Salaries and related costs include all compensation and related
         benefits for all employees and contracted talent. Such increase was
         primarily attributable to (i) approximately $13.8 million of additional
         salaries and related costs relating to the growth of the Company's U.K.
         and U.S. contract sales operations, (ii) approximately $2.4 million
         relating to the additional support staff hired to handle the increased
         level of U.K. contract sales business activity, and salaries related to
         the start-up of the U.S. contract sales division, and (iii)
         approximately $2.4 million relating to additional staffing costs to
         support 


                                       12
<PAGE>

         the growth in communications services as well the acquisitions of
         Colwood and the HFT Group Companies. Salaries and related costs
         represented 75.9% of revenues for the first nine months of 1998,
         compared to 69.2% for the first nine months of 1997. Such increase, as
         a percentage of revenues, was primarily attributable to the growth of
         the Company's contract sales operations and the corresponding increase
         in labor costs and increased staffing costs for such operations.
         Generally, labor costs associated with contract sales operations are
         greater as a percentage of corresponding revenues than those for the
         Company's other services.

         General and Office Expenses

                General and office expenses for the nine months ended September
         30, 1998 were $5.7 million, an increase of $1.9 million, or 50.8%, from
         $3.8 million for the nine months ended September 30, 1997. General and
         office expenses primarily include occupancy and related costs, client
         development and other related administrative costs. Such increase is
         primarily attributable to (i) increased business development costs and
         start up costs for the U.S. contract sales division of approximately
         $970,000, (ii) increased occupancy and related costs of approximately
         $450,000 as a result of increased rent and occupancy related costs
         commensurate with the growth of the business and the acquisitions of
         Colwood and the HFT Group Companies, and (iii) increased professional
         and other related costs of approximately $310,000 partially relating to
         the transition of the Company from a private to a public company.
         General and office expenses represented 12.5% of revenues for the first
         nine months of 1998, compared to 16.3% of revenues for the first nine
         months of 1997. The decrease in general and office expenses, as a
         percentage of revenues, was primarily attributable to such expenses
         generally being fixed costs relative to increases in the Company's
         revenues.

         Depreciation and Amortization

                Depreciation and amortization for the nine months ended
         September 30, 1998 was $769,000, an increase of $244,000 or 46.5% from
         $525,000 for the nine months ended September 30, 1997. The increase was
         commensurate with the growth of the business. Depreciation and
         amortization represented 1.7% of revenues for the first nine months of
         1998, compared to 2.3% for the first nine months of 1997.

         Income From Operations

                Income from operations for the nine months ended September 30,
         1998 was $4.6 million, an increase of $1.7 million, or 60.9%, from $2.8
         million for the nine months ended September 30, 1997. Income from
         operations represented 10.0% of revenues for the first nine months of
         1998, compared to 12.2% for the first nine months of 1997.


                                       13
<PAGE>

         Interest Income (Expense), net

                Interest income (expense), net for the nine months ended
         September 30, 1998 was $551,000, an increase of $543,000 from $8,000
         for the nine months ended September 30, 1997, primarily due to higher
         cash and cash equivalents for the nine months ended September 30, 1998.
         Such increase in cash and cash equivalents was attributable to the
         receipt of the net proceeds from the Company's IPO of Common Stock
         which was consummated in November 1997.

         Provision for Income Taxes

                The provision for income taxes for the nine months ended
         September 30, 1998 was $2.2 million, an increase of $1.8 million from
         $359,000 for the nine months ended September 30, 1997. Such increase
         was primarily attributable to the Company being taxed as a C
         corporation for the nine months ended September 30, 1998. During the
         first nine months of 1997, certain of the companies comprising GHB&M
         were treated as S corporations, pursuant to which income or loss of
         each of such companies was allocated to its stockholders by inclusion
         in their respective individual income tax returns.

         Net Income

                Net income for the nine months ended September 30, 1998 was $2.9
         million, an increase of $602,000, or 25.9%, from $2.3 million for the
         nine months ended September 30, 1997. Net income represented 6.4% of
         revenues for the nine months ended September 30, 1998 compared to 10.0%
         for the nine months ended September 30, 1997. Net income on a pro forma
         basis for the nine months ended September 30, 1997 was 6.5% of
         revenues.

          Liquidity and Capital Resources

                At September 30, 1998 and December 31, 1997, the Company had
         cash and cash equivalents of approximately $6.6 million and $18.1
         million, respectively, a decrease of $11.5 million. The Company's
         working capital was $9.5 million and $19.0 million at September 30,
         1998 and December 31, 1997, respectively. The decrease in cash and cash
         equivalents and working capital was primarily attributable to $12.1
         million of cash reserves used for initial payments and the related
         expenses in the recent acquisitions of Colwood and the HFT Group
         Companies, including $1.7 million placed in an interest bearing escrow
         account to be used in the event of future Colwood earn-out payments,
         and capital expenditures of approximately $700,000, partially offset by
         net income of $2.9 million for the nine months ended September 30,
         1998.

                Bank borrowings for the Company's U.S. operations from Chase
         Manhattan Bank, N.A. (the "GHB&M Credit Facility") consist of (i) an
         uncommitted line of credit (the "GHB&M Line of Credit") which expires
         on December 31, 1998, and bears interest at the bank's prime rate (8.5%
         as of September 30, 1998) plus 1.0% per annum, pursuant to which GHB&M
         was able to request borrowings of, but the bank was not obligated to
         lend, up to $3.5 million; the Company is currently negotiating a new
         facility similar to the one currently in place, although to date, no
         agreement has been entered into and there can be no 


                                       14
<PAGE>

         assurance that a new credit facility will be entered into on favorable
         terms or at all, (ii) a term note in the principal amount of $300,000
         (the "GHB&M Term Note"), and (iii) a letter of credit in the amount of
         $200,000. The GHB&M Credit Facility is secured by a first priority
         security interest in GHB&M's personal property and is personally
         guaranteed by certain of GHB&M's stockholders. The GHB&M Term Note had
         $47,000 outstanding as of September 30, 1998 and bears interest at
         7.75% per annum and is payable in 36 equal monthly installments with
         the last installment due February 1999. No amounts were outstanding
         under the GHB&M Line of Credit as of September 30, 1998.

                Bank borrowings for the Company's U.K. operations consist of an
         overdraft facility (the "Milton Overdraft Facility") with Bank of
         Scotland for an aggregate amount of up to (pound)750,000 (approximately
         US$1.27 million). Amounts drawn under the Milton Overdraft Facility
         bear interest payable at the United Kingdom base rate (7.5% as of
         September 30, 1998) plus 2.0% per annum (the "Prevailing Rate"). As of
         September 30, 1998, Milton had no amounts outstanding under the Milton
         Overdraft Facility. Colwood maintains an overdraft facility (the
         "Colwood Overdraft Facility") with National Westminster Bank plc
         ("NWB") for an aggregate amount of up to (pound)400,000 (approximately
         US$680,000). Amounts drawn under the Colwood Overdraft Facility bear
         interest payable at the NWB base rate plus 2.0% (9.5% as of September
         30, 1998) until October 31, 1998 and after that date, at the NWB base
         rate plus 1.75% from November 1, 1998 until October 31, 1999. As of
         September 30, 1998, no amounts were outstanding under the Colwood
         Overdraft facility. In addition, as of September 30, 1998, the Company
         had, with respect to its U.K. operations, a term loan from Bank of
         Scotland in the principal amount of $588,000 (of which $297,000 was
         outstanding on September 30, 1998) which bears interest payable at the
         Prevailing Rate with principal payable in installments of $58,000 each
         May and November through November 2000.

                Bank borrowings for the Company's French operations consist of
         an unsecured line of credit (the "HFT Group Companies Line of Credit")
         which bears interest at the French Prime Rate plus 3.0% (6.75% as of
         September 30, 1998) per annum pursuant to which the HFT Group Companies
         may request borrowings of, but the bank is not obligated to lend, up to
         FF500,000 (approximately US$85,000). As of September 30, 1998, the HFT
         Group Companies had no amounts outstanding under the HFT Group
         Companies Line of Credit. In addition, the HFT Group Companies have
         entered into an unsecured facility (the "HFT Group Companies Receivable
         Facility") whereby the HFT Group Companies may request borrowings, but
         the bank is not obligated to lend, in the amount of confirmed, unpaid
         client accounts receivable up to FF1,000,000 (approximately US$170,000)
         to be repaid upon receipt of the corresponding receivable balances.
         Amounts drawn under the HFT Group Companies Receivable Facility bear
         interest payable at the French Prime Rate plus 3.0% (6.75% as of
         September 30, 1998) per annum. As of September 30, 1998, no amounts
         were outstanding under the HFT Group Companies Receivable Facility.

                In July 1998, the Company acquired 80% of the capital stock of
         HFT, a French holding company, which owns 100% of the capital stock of
         Torrent, S.A. a French healthcare communications agency, which in turn
         owns 100% of the capital stock of Aigue Marine SARL and Katchina
         Productions SARL, each a French company. The Company's initial cash
         payment was 18.8 million French Francs (approximately US$3.2 million)


                                       15
<PAGE>

         including expenses related to the acquisition. Total amounts to be paid
         in connection with the acquisition, including potential subsequent
         earn-out payments to take place on or prior to April 15, 2000 and April
         15, 2002 based upon a multiple of operating income of the HFT Group
         Companies and the seller's option to sell and the Company's option to
         purchase the remaining 20% of the capital stock of HFT, will not exceed
         48.8 million French Francs (approximately US$8.2 million).

                In July 1998, the Company acquired all of the capital stock of
         Colwood, a U.K. medical education company. The Company's initial cash
         payment was (pound)4.5 million (approximately US$7.5 million) including
         expenses related to the acquisition. Total amounts to be paid in
         connection with the acquisition, including potential subsequent
         earn-out payments to take place in April 2000 and August 2001 based
         upon Colwood achieving certain targeted operating profits, are not to
         exceed approximately (pound)8.0 million (approximately US$13.3
         million).

                Pursuant to the acquisition agreement with respect to the
         Colwood transaction, the Company deposited an amount equal to
         (pound)1.0 million (approximately US$1.7 million) in an interest
         bearing escrow account to be applied towards the potential earn-out
         payments to be made in April 2000 and August 2001, and may be required
         to deposit into such escrow account potential additional amounts based
         on net operating profits to be applied towards such future earn-out
         payments. Accordingly, such committed amounts will not be available for
         working capital purposes.

                In October, 1998, the Company acquired all of the capital stock
         of CPA Espana, S.L. ("CPA Spain"), a healthcare communications agency
         located in Madrid, Spain. The Company's initial cash payment was
         approximately 212 million Spanish Pesetas (approximately US$1.5
         million) including expenses related to the acquisition. Total amounts
         to be paid in connection with the acquisition, including potential
         subsequent earn-out payments to take place in April 2000 and April 2003
         based upon CPA Spain achieving certain targeted operating profits, are
         not to exceed approximately 661 million Spanish Pesetas (approximately
         US$4.8 million).

              Inflation did not have a significant impact upon the results of
         the Company during fiscal 1997 or the nine months ended September 30,
         1998.

         Impact of Year 2000

              Until recently, computer programs were generally written using two
         digits rather than four to define the applicable year. Accordingly,
         such programs may be unable to distinguish properly between the Year
         1900 and the Year 2000. This could result in system failures or data
         corruption for the Company, its customers or vendors which could cause
         disruptions of operations, including, among other things, a temporary
         inability to process transactions or engage in business activities or
         to receive information, services or payment from vendors or customers.

              The Company's internal computing systems are primarily limited to
         hardware and software for its financial systems, such as general ledger
         and accounts receivable and 


                                       16
<PAGE>

         payable systems, and word processing, database and graphic design
         systems. The Company is not dependent on large legacy systems.

              The Company's management is continuing to conduct an assessment of
         the Company's operations worldwide from an internal, vendor and
         customer perspective. The assessment addresses all of the Company's
         material computer systems, applications and any other material systems
         that the Company believes may be vulnerable to the Year 2000 Issue and
         significantly affect operations. This assessment includes seeking
         information from certain of the Company's material vendors which
         provide certain external services to the Company, although the Company
         cannot control whether or the manner in which such services will be
         provided. In addition, the Company's assessment includes determining
         whether the Company's significant high volume customers are Year 2000
         compliant or will be Year 2000 compliant prior to the Year 2000. The
         Company believes that its internal computer systems used in its U.S.
         operations are currently Year 2000 compliant, and that those used in
         its foreign operations, to the extent not already Year 2000 compliant,
         will be made Year 2000 compliant in 1999. To date, the cost of the
         Company's Year 2000 assessment and compliance efforts has not been
         material to the Company's results of operations or liquidity and the
         Company does not anticipate that the cost of completing its assessment
         and compliance project will be material to its results of operations or
         liquidity in 1998 or 1999.

              The cost of the Company's Year 2000 project and the date on which
         the Company believes it will complete the necessary modifications are
         based on the Company's estimates, which were derived utilizing numerous
         assumptions of future events. The Company presently believes that the
         Year 2000 issue will not pose significant operational problems for its
         internal information systems. However, if the anticipated modifications
         and conversions are not completed on a timely basis, the Year 2000
         issue could have an adverse effect on the Company's operations. The
         financial impact of making the required systems changes can not be
         known precisely at this time, but is not expected to be material to the
         Company's financial position, results of operations or cash flows.

         Subsequent Events

              In October 1998, the Company received notice from one of the
         Company's largest customers for which the Company provides contract
         sales services in the U.K., that it was terminating its customer
         relationship with the Company. Soon after receipt by the Company of
         such notice, the customer entered into insolvency "administration",
         which is analogous to Chapter 11 bankruptcy proceedings in the United
         States. Prior to entering into administration, the customer was, for
         the most part, current in paying its accounts payable to the Company,
         and the Company does not anticipate a material loss in the event that
         the Company's current accounts receivable or other contractual
         obligations from the customer are discharged in the course of the
         administration. The Company will likely incur costs in connection with
         the termination of the customer's account. Although the Company is
         currently unable to quantify such costs, the Company believes that
         incurring such costs as a result of the loss of the customer as a
         client will not have a material adverse effect on the results of its
         operations or its liquidity.


                                       17
<PAGE>

                           Part. II OTHER INFORMATION

Item 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

              On November 21, 1997, the Company commenced an IPO of 2,415,000
          shares of its Common Stock, par value $.01 per share. The Company's
          registration statement on Form S-1 (File No. 333-34571) filed with the
          Securities and Exchange Commission (the "Commission") with respect to
          the IPO was declared effective by the Commission on November 21, 1997.
          All of the shares of the Common Stock included in the IPO were sold by
          the Company.

              The aggregate net proceeds received by the Company from the IPO,
          after deducting underwriting discounts and commissions and related
          expenses, was approximately $16,445,000. Through June 30, 1998, the
          Company had used approximately $1.7 million of the net proceeds of the
          IPO solely for working capital purposes. Subsequent to that date,
          through September 30, 1998, the end of the current reporting period,
          the Company used approximately $12.6 million of the net proceeds of
          the IPO in connection with the acquisitions of Colwood and the HFT
          Group Companies, and acquisition costs associated with the purchase of
          CPA Spain, including $1.7 million placed in an interest bearing escrow
          account to be used in the event of future Colwood earn-out payments.
          In connection with the acquisitions of Colwood, the HFT Group
          Companies and CPA Spain, approximately $127,000 was paid to the law
          firm of Todtman, Nachamie, Spizz and Johns, of which Alex Spizz, a
          director of the Company, is a member. In addition, the Company used
          approximately $700,000 of the proceeds to purchase fixed assets.

              Subsequent to September 30, 1998, and in connection with the
          acquisition in October 1998 of CPA Spain, the Company used
          approximately $1.5 million of the net proceeds of the IPO for initial
          payments.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits- The exhibits to this Form 10-Q are listed in the accompanying
Exhibit Index.

     (b)      Reports on form 8-K

              On August 6, 1998, the Company filed with the Securities and
          Exchange Commission a Current Report on Form 8-K, for which the Date
          of Report was July 23, 1998, reporting the acquisition by the Company
          on July 23, 1998 of the HFT Group Companies and on July 24, 1998 of
          Colwood. On October 5, 1998, the Company filed an Amendment No.1 to
          Current Report on Form 8-K relating to the same items, which Amendment
          contained, with respect to Colwood, a Balance sheet, a Statement of
          Income, a Statement of Shareholders' Equity and a Statement of Cash
          Flows as of and for the year ended April 30, 1998, and, with respect
          to Healthworld Corporation, on an unaudited pro forma combining basis,
          Balance Sheets as of June 30, 1998 and Statements of Income for the
          six months ended June 30, 1998 and the year ended December 31, 1997.


                                       18
<PAGE>

                                  SIGNATURES

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

                                           HEALTHWORLD CORPORATION

Date:  November 12, 1998       By:  /s/       STEVEN GIRGENTI
                                    --------------------------------------------
                                              Steven Girgenti

                                    Chairman and Chief Executive Officer

Date:  November 12, 1998       By:  /s/       STUART DIAMOND
                                    --------------------------------------------
                                              Stuart Diamond

                                    Chief Financial Officer and Treasurer
                                    (Principal Financial and Accounting Officer)



                                       19

<PAGE>


                                EXHIBIT INDEX

Number    Description of Exhibits
------    -----------------------
27        Financial Data Schedule



                                       20