<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 June 30, 1999

                                       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 August 13, 1999, 8,080,292 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, 1998 and June 30, 1999...................   1

                   Consolidated Statements of Income
                   for the Three Months and Six Months
                   Ended June 30, 1998 and 1999..........................   2

                   Consolidated Statements of Cash Flows for the
                   Six Months Ended June 30, 1998 and 1999...............   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 4    Submission of Matters to a Vote of Security Holders.....  17

       Item 6    Exhibits and Reports on Form 8-K........................  19


SIGNATURES...............................................................  20

EXHIBIT INDEX............................................................  21

<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,          June 30,
                                                                       1998                1999
                                                                -----------------    -----------------
                                                                                        (unaudited)
                                ASSETS
<S>                                                             <C>                  <C>
Current Assets:
     Cash and cash equivalents.............................        $       6,472               17,529
     Accounts receivable, net..............................               18,889               18,727
     Unbilled production charges...........................                3,151                3,751
     Other current assets..................................                1,501                1,013
                                                                -----------------    -----------------
Total current assets.......................................               30,013               41,020

Restricted cash............................................                1,860                1,784
Property and equipment, net................................                4,443                4,505
Goodwill, net..............................................               14,266               14,025
Other assets...............................................                  289                  574
                                                                -----------------    -----------------
Total assets...............................................        $      50,871        $      61,908
                                                                =================    =================

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Bank loans and overdrafts.............................          $        --         $         41
     Current portion of long-term debt.....................                  135                  110
     Current portion of capitalized lease obligations......                   74                   56
     Accounts payable......................................                4,247                3,987
     Accrued expenses......................................                7,739                6,397
     Advance billings......................................                7,982               19,059
     Other current liabilities.............................                  302                  268
                                                                -----------------    -----------------
Total current liabilities..................................               20,479               29,918
Long-term debt.............................................                  116                   55
Capitalized lease obligations..............................                   59                  112
Minority interests.........................................                  111                   97
Deferred rent..............................................                  888                  931
Other liabilities..........................................                   17                   63
                                                                -----------------    -----------------
Total liabilities..........................................               21,670               31,176
                                                                -----------------    -----------------

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; 7,430,195, and 7,431,180 shares
         outstanding, respectively.........................                   74                   74
     Additional paid-in capital............................               22,748               22,891
     Retained earnings.....................................                6,357                8,071
     Accumulated other comprehensive income................                   22                (304)
                                                                -----------------    -----------------

Total stockholders' equity.................................               29,201               30,732
                                                                -----------------    -----------------
Total liabilities and stockholders' equity.................        $      50,871        $      61,908
                                                                =================    =================
</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                   Six Months Ended
                                                  --------------------------------    --------------------------------
                                                    June 30,           June 30,         June 30,           June 30,
                                                      1998               1999             1998               1999
                                                  --------------     -------------    --------------     -------------
<S>                                               <C>                <C>              <C>                <C>
Revenues...................................            $ 14,877          $ 17,963           $ 28,865         $ 33,067
                                                  --------------     -------------    --------------     -------------

Operating expenses:
   Salaries and related costs..............              10,923            12,524            22,465            24,491
   General and office expenses.............               1,998             2,697             3,902             5,009
   Depreciation and amortization...........                 225               404               443               778
                                                  --------------     -------------    --------------     -------------
                                                         13,146            15,625            26,810            30,278

Income from operations.....................               1,731             2,338             2,055             2,789
Interest income, net.......................                 213               170               403               277
                                                  --------------     -------------    --------------     -------------

Income before provision for income
  taxes and minority interests.............               1,944             2,508             2,458             3,066
Provision for income taxes (Note 2)........                 813             1,104             1,023             1,349
Minority interests in net earnings of
  subsidiaries.............................                  --                --                --                 3
                                                  --------------     -------------    --------------     -------------
Net income.................................             $  1,131         $  1,404           $  1,435         $  1,714
                                                  ==============     =============    ==============     =============

Per share information (Note 3):
  Net income per common share:
      Basic................................            $   0.15           $  0.19           $  0.19           $  0.23
                                                  ==============     =============    ==============     =============
      Diluted..............................            $   0.15           $  0.19           $  0.19           $  0.23
                                                  ==============     =============    ==============     =============

Common shares used in computing
  per share amounts:
      Basic................................               7,415             7,431             7,415             7,426
                                                  ==============     =============    ==============     =============
      Diluted..............................               7,615             7,584             7,616             7,598
                                                  ==============     =============    ==============     =============
</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>
                                                                                     Six Months Ended
                                                                          --------------------------------------
                                                                           June 30, 1998          June 30, 1999
                                                                          ---------------        ---------------
<S>                                                                       <C>                    <C>
Cash flows from operating activities:
   Net income........................................................           $  1,435               $  1,714
   Adjustments to reconcile net income to net cash
      provided by operating activities:
      Depreciation and amortization..................................                443                    778
      Deferred rent..................................................                 49                     43
      Deferred income taxes..........................................               (22)                     19
      Minority interests in net earnings of subsidiaries.............                 --                      3
      Loss on sale of fixed assets...................................                 --                     14
   Changes in operating assets and liabilities:
      Accounts receivable............................................              (221)                  (557)
      Unbilled production charges....................................              (944)                  (637)
      Other current assets...........................................              (243)                    435
      Other assets...................................................                 58                  (284)
      Accounts payable...............................................              2,576                   (41)
      Advance billings...............................................                251                 11,317
      Accrued expenses...............................................              (969)                  (992)
      Other liabilities..............................................               (33)                     50
                                                                          ---------------        ---------------
Net cash provided by operating activities............................              2,380                 11,862
                                                                          ---------------        ---------------

Cash flows from investing activities:
      Capital expenditures...........................................              (428)                  (770)
      Proceeds from the sale of fixed assets.........................                 37                    119
                                                                          ---------------        ---------------
Net cash used in investing activities................................              (391)                  (651)
                                                                          ---------------        ---------------

Cash flows from financing activities:
      Proceeds from line of credit...................................                 --                     43
      Repayment of bank loans and long term debt.....................              (742)                   (76)
      Capital lease repayments.......................................               (79)                   (84)
      Proceeds from exercise of stock options........................                 --                    143
                                                                          ---------------        ---------------
Net cash (used in) provided by financing activities..................              (821)                     26
                                                                          ---------------        ---------------

Effect of exchange rates on cash.....................................                  6                  (180)
                                                                          ---------------        ---------------

Net increase in cash and cash equivalents............................              1,174                 11,057
Cash and cash equivalents at beginning of period.....................             18,092                  6,472
                                                                          ---------------        ---------------

Cash and cash equivalents at end of period...........................          $  19,266              $  17,529
                                                                          ===============        ===============
Supplemental disclosure of cash flow information: Cash paid for:
      Taxes..........................................................          $     652              $   1,536
                                                                          ===============        ===============
      Interest.......................................................          $      34              $      78
                                                                          ===============        ===============
Supplemental schedule of noncash investing activities:
      Capital leases for new equipment ..............................          $      42              $     126
                                                                          ===============        ===============
</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
                                  June 30, 1999
                                   (UNAUDITED)
                      (In thousands, except per share data)

1.       ORGANIZATION AND BASIS OF PRESENTATION

                  On November 12, 1997, Healthworld Corporation 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.

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

                  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 June 30, 1999 and the results of
         operations and cash flows for the interim periods ended June 30, 1998
         and 1999. 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,
         1998.

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

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 41.8% and 44.0% for the three months
         ended June 30, 1998 and 1999, respectively, and at an effective rate of
         41.6% and 44.0% for the six months ended June 30, 1998 and 1999,
         respectively) reflects management's estimation of the effective tax
         rate that was and is expected to be applicable for the respective
         fiscal years. This estimate is evaluated by management each quarter.

                                       4
<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 1999
                                   (UNAUDITED)
                      (In thousands, except per share data)


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.

                The following chart provides a reconciliation of information
         used in calculating the per share amounts for the three-month and
         six-month periods ended June 30, 1998 and 1999:

<TABLE>
<CAPTION>
                                                           Three Months Ended                      Six Months Ended
                                                                June 30,                               June 30,

                                                   --------------------------------       ---------------------------------
                                                        1998               1999                 1998               1999
                                                        ----               ----                 ----               ----
<S>                                                <C>               <C>                  <C>                <C>
Numerator:

     Net income.............................          $ 1,131            $ 1,404              $ 1,435            $ 1,714
                                                   -------------     --------------       --------------     --------------

Denominator for basic
     net income per common share............            7,415              7,431                7,415              7,426

Effect of dilutive securities:
     Stock options..........................              200                153                  201                172
                                                   -------------     --------------       --------------     --------------

Denominator for diluted
     net income per share...................            7,615              7,584                7,616              7,598
                                                   =============     ==============       ==============     ==============

Basic net income per common share                      $ 0.15             $ 0.19               $ 0.19             $ 0.23
                                                   =============     ==============       ==============     ==============

Diluted net income per common share                    $ 0.15             $ 0.19               $ 0.19             $ 0.23
                                                   =============     ==============       ==============     ==============
</TABLE>

                                       5

<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 1999
                                   (UNAUDITED)
                      (In thousands, except per share data)


4. COMPREHENSIVE INCOME

                In 1998, the Company adopted 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. Comprehensive income consists of
         net income and foreign currency translation adjustments. No provision
         for income taxes has been made with respect to foreign currency
         translation adjustments because all earnings of foreign subsidiaries
         are expected to be permanently reinvested outside the United States.
         These amounts have been included on the Balance Sheet under the caption
         "Accumulated Other Comprehensive Income".

          Comprehensive income is as follows:

<TABLE>
<CAPTION>
                                                                    Three Months Ended              Six Months Ended
                                                                          June 30,                      June 30,
                                                                --------------------------     --------------------------
                                                                   1998           1999             1998           1999
                                                                -----------    -----------     -----------    -----------
<S>                                                             <C>            <C>             <C>            <C>
         Net income.........................................     $  1,131        $ 1,404        $  1,435       $  1,714
         Other comprehensive income:
            Foreign currency translation adjustments........            6           (122)              6           (326)
                                                                -----------    -----------     -----------    -----------

         Comprehensive income...............................     $  1,137        $ 1,282        $  1,441       $  1,388
                                                                ===========    ===========     ===========    ===========
</TABLE>

5.       SEGMENT INFORMATION

                  In 1998, the Company adopted SFAS No. 131, "Disclosures about
         Segments of an Enterprise and Related Information". SFAS No. 131
         establishes standards for reporting information about operating
         segments and related disclosures about products and services,
         geographic areas and major customers.

                  The Company is organized based on the services that it offers.
         Under this organizational structure, the Company operates in two
         principal operating segments: communications and contract sales. The
         Company's communications operations provide integrated services to
         clients which includes advertising and promotion, consulting, medical
         education, public relations, publishing, database marketing,
         interactive media and marketing research services. The Company's
         contract sales operations involve forming dedicated sales teams which
         provide clients with substantial flexibility in selecting the extent
         and cost of promoting products as well as the clients' level of
         involvement in managing its sales effort.


                                       6
<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 1999
                                   (UNAUDITED)
                      (In thousands, except per share data)

         Segment information is as follows:

<TABLE>
<CAPTION>
                                                  Three Months Ended June 30,                 Six Months Ended June 30,
                                             --------------------------------------------------------------------------------
                                                   1998                 1999                  1998                1999
                                             -----------------    -----------------     -----------------    ----------------
<S>                                          <C>                  <C>                   <C>                  <C>
          Revenues:
            Communications...........                $  7,105             $  9,357              $ 12,558            $ 17,168
            Contract Sales...........                   7,772                8,606                16,307              15,899
                                             -----------------    -----------------     -----------------    ----------------
                                                     $ 14,877             $ 17,963              $ 28,865            $ 33,067
                                             =================    =================     =================    ================

          Income from operations:
            Communications...........                $  1,395             $  1,810              $  1,424            $  2,254
            Contract Sales...........                     336                  528                   631                 535
                                             -----------------    -----------------     -----------------    ----------------
                                                     $  1,731             $  2,338              $  2,055            $  2,789
                                             =================    =================     =================    ================
</TABLE>


6.       RECENTLY ISSUED ACCOUNTING STANDARDS

                  In June 1998, the Financial Accounting Standards Board issued
         SFAS No. 133, "Accounting for Derivative Instruments and Hedging
         Activities". The statement establishes accounting and reporting
         standards requiring that every derivative instrument (including certain
         derivative instruments embedded in other contracts) be recorded in the
         Balance Sheet as either an asset or liability measured at its fair
         value. The statement requires that changes in the derivative's fair
         value be recognized currently in earnings unless specific hedge
         accounting criteria are met. Special accounting for qualifying hedges
         allows a derivative's gains and losses to offset related results on the
         hedged item in the income statement, and requires that a company must
         formally document, designate and assess the effectiveness of
         transactions that receive hedge accounting.

                  Pursuant to SFAS No. 137, "Accounting for Derivative
         Instruments and Hedging Activities - Deferral of the Effective Date of
         FASB Statement No. 133 - An Amendment of FASB Statement No. 133",
         issued in June 1999, SFAS No. 133 is effective for fiscal years
         beginning after June 15, 2000. While the Company operates in
         international markets, it does so presently without the use of
         derivative instruments and therefore SFAS No. 133 is not currently
         applicable.


                                       7
<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 1999
                                   (UNAUDITED)
                      (In thousands, except per share data)


7.       SUBSEQUENT EVENTS

              In August 1999, the Company acquired 100% of the capital stock of
         Falk Communications, Inc., a Delaware corporation ("Falk"). The
         Company's initial purchase price, including expenses related to the
         acquisition, was $16,952, consisting of approximately
         $9,000 in cash and approximately 649 shares of the Company's Common
         Stock. Total amounts to be paid in cash and the Company's Common Stock
         in connection with the acquisition, including potential, future
         earn-out payments to take place on or prior to April 30, 2000, 2001,
         2002 and 2003 based upon a multiple of operating income of Falk, are
         not to exceed $36,952. The acquisition will be accounted for using the
         purchase method of accounting, whereby the excess purchase price over
         the fair value of the net assets acquired will be recorded as goodwill.


                                       8
<PAGE>


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

                This June 30, 1999 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 healthcare 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, and in the Company's
         Annual Report on Form 10-K for the fiscal year ended December 31, 1998.

                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, 1998.

         Results of Operations

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

<TABLE>
<CAPTION>
                                                                       Three Months                        Six Months
                                                                      Ended June 30,                     Ended June 30,
                                                             ------------------------------     ------------------------------
                                                                  1998             1999              1998              1999
                                                             --------------    -------------    --------------     ------------
<S>                                                          <C>               <C>              <C>                <C>
         Statement of Income Data:
         Revenues........................................         100.0%            100.0%           100.0%           100.0%
         Operating expenses:
              Salaries and related costs.................          73.4              69.7             77.8             74.1
              General and office expenses................          13.5              15.0             13.5             15.1
              Depreciation and amortization..............           1.5               2.3              1.6              2.4
                                                             --------------    -------------    --------------     ------------
                                                                   88.4              87.0             92.9             91.6

         Income from operations..........................          11.6              13.0              7.1              8.4
         Interest income, net ...........................           1.5               0.9              1.4              0.9
                                                             --------------    -------------    --------------     ------------
         Income before provision for income taxes
              and minority interests.....................          13.1              13.9              8.5              9.3
         Provision for income taxes......................           5.5               6.1              3.5              4.1
                                                             --------------    -------------    --------------     ------------
         Net income .....................................           7.6%              7.8%             5.0%             5.2%
                                                             ==============    =============    ==============     ============
</TABLE>

             Note: Percentages may not correspond to financial statements due to
                   rounding.

                                       9
<PAGE>


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

<TABLE>
<CAPTION>
                                                  Three Months Ended June 30,                 Six Months Ended June 30,
                                             --------------------------------------------------------------------------------
                                                   1998                 1999                  1998                1999
                                             -----------------    -----------------     -----------------    ----------------
<S>                                          <C>                  <C>                   <C>                  <C>
          Revenues:
            Communications...........                $  7,105             $  9,357              $ 12,558            $ 17,168
            Contract Sales...........                   7,772                8,606                16,307              15,899
                                             -----------------    -----------------     -----------------    ----------------
                                                     $ 14,877             $ 17,963              $ 28,865            $ 33,067
                                             =================    =================     =================    ================

          Income from operations:
            Communications...........                $  1,395             $  1,810              $  1,424            $  2,254
            Contract Sales...........                     336                  528                   631                 535
                                             -----------------    -----------------     -----------------    ----------------
                                                     $  1,731             $  2,338              $  2,055            $  2,789
                                             =================    =================     =================    ================
</TABLE>

         Fiscal Three Months Ended June 30, 1999 Compared to Fiscal Three Months
         Ended June 30, 1998

         Revenues

                Revenues for the three months ended June 30, 1999 was $18.0
         million, an increase of $3.1 million, or 20.7%, from $14.9 million for
         the three months ended June 30, 1998.

                Communications revenues for the quarter ended June 30, 1999
         increased to $9.4 million, an increase of $2.3 million, or 31.7%, from
         $7.1 million in the second quarter of 1998. Of such increase,
         approximately $2.1 million was attributable to revenues derived as a
         result of the acquisitions of HFT and its subsidiaries (together, "the
         HFT Group Companies"), Colwood House Medical Publications (UK) Limited
         ("Colwood") and CPA Espana, S.L. ("CPA Spain"), collectively referred
         to herein as the "1998 Acquisitions", while the remaining increase was
         attributable to the growth of advertising and promotion services in the
         U.S.

                Contract sales revenues for the quarter ended June 30, 1999
         increased to $8.6 million, an increase of $834,000 or 10.7%, from $7.8
         million in the second quarter of 1998. This increase was attributable
         to (i) revenues generated by the U.S. contract sales division from new
         clients, and (ii) the growth of the contract sales operation in the
         United Kingdom, which resulted primarily from additional business from
         new clients. These increases were partially offset by a decrease in
         medical contract sales revenue of $572,000 resulting from the
         discontinuation of the U.K. syndicated, medical contract sales
         business.

         Salaries and Related Costs

                Salaries and related costs for the three months ended June 30,
         1999 was $12.5 million, an increase of $1.6 million, or 14.7%, from
         $10.9 million for the three months ended June


                                       10
<PAGE>


         30, 1998. Salaries and related costs include all compensation and
         related benefits for all employees and contracted talent. Such increase
         was primarily attributable to approximately $1.2 million of salaries
         and related costs associated with staffing to support revenues in
         connection with the 1998 Acquisitions and $323,000 relating to the
         increased contract sales business. Salaries and related costs
         represented 69.7% of revenues in the second quarter of 1999, compared
         to 73.4% in the second quarter of 1998. Such decrease, as a percentage
         of revenues, was primarily attributable to the revenue growth of the
         Company's communications operations as a percentage of total revenues.
         Generally, labor costs associated with the Company's communications
         operations are less as a percentage of corresponding revenues than
         those for the contract sales services.

         General and Office Expenses

                General and office expenses for the three months ended June 30,
         1999 was $2.7 million, an increase of $699,000, or 35.0%, from $2.0
         million for the three months ended June 30, 1998. General and office
         expenses include occupancy and related costs, client development and
         other related administrative costs. Such increase was attributable to
         (i) $391,000 of expenses in connection with the 1998 Acquisitions, (ii)
         $131,000 of increased occupancy and related costs, and (iii) increased
         business development activities in the U.K. General and office expenses
         represented 15.0% of revenues in the second quarter of 1999, compared
         to 13.4% of the revenues in the second quarter of 1998.


         Depreciation and Amortization

                Depreciation and amortization expense for the three months ended
         June 30, 1999 was $404,000, an increase of $179,000, or 79.6%, from
         $225,000 for the three months ended June 30, 1998. The increase was
         primarily related to (i) amortization expense associated with the
         goodwill generated in connection with the 1998 Acquisitions, which
         acquisitions were accounted for by the purchase method of accounting,
         and (ii) additional depreciation expense attributable to property and
         equipment acquired in connection with the 1998 Acquisitions.
         Depreciation and amortization expense represented 2.2% of revenues for
         the second quarter of 1999, compared to 1.5% for the second quarter of
         1998.

         Income From Operations

                Income from operations for the three months ended June 30, 1999
         was $2.3 million, an increase of $607,000, or 35.1%, from $1.7 million
         for the three months ended June 30, 1998. Income from operations
         represented 13.0% of revenues in the second quarter of 1999, compared
         to 11.6% in the second quarter of 1998.

         Interest Income, net

                Interest income, net for the three months ended June 30, 1999
         was $170,000, a decrease of $43,000 from $213,000 for the three months
         ended June 30, 1998, primarily due to the lower cash and cash
         equivalents balances during the second quarter of 1999.


                                       11
<PAGE>


         Such decrease in cash and cash equivalents balances was primarily
         attributable to the initial cash payments in connection with the 1998
         Acquisitions, partially offset by an increase in advance billings.

         Provision for Income Taxes

                The provision for income taxes for the three months ended June
         30, 1999 was $1.1 million, an increase of $291,000 from $813,000 for
         the three months ended June 30, 1998. The provision for income taxes,
         based on management's estimates of the effective year-end rate, was
         recorded at effective rates of 41.8% and 44.0% for the three months
         ended June 30, 1998 and 1999, respectively. The increase in the
         estimated effective rate primarily reflects nondeductible amortization
         expense in connection with the 1998 Acquisitions.

         Net Income

                Net income for the three months ended June 30, 1999 was $1.4
         million, an increase of $273,000, or 24.1%, from $1.1 million for the
         three months ended June 30, 1998. Net income represented 7.8% of
         revenues in the second quarter of 1999 compared to 7.6% in the second
         quarter of 1998.

         Fiscal Six Months Ended June 30, 1999 Compared to Fiscal Six Months
         Ended June 30, 1998

         Revenues

                Revenues for the six months ended June 30, 1999 was $33.1
         million, an increase of $4.2 million, or 14.6%, from $28.9 million for
         the six months ended June 30, 1998.

                Communications revenues for the six months ended June 30, 1999
         increased to $17.2 million, an increase of $4.6 million, or 36.7%, from
         $12.6 million for the same period in the prior year. Of such increase,
         approximately $4.0 million was attributable to revenues derived
         as a result of the 1998 Acquisitions, while the remaining increase was
         primarily attributable to the growth of advertising and promotion
         services in the U.S.

                Contract sales revenues decreased to $15.9 million, a decrease
         of $408,000, or 2.5%, from $16.3 million for the same period in the
         prior year. This decrease was attributable to a decrease in medical
         contract sales revenue of approximately $1.3 million resulting from the
         discontinuation of the U.K. syndicated, medical contract sales
         business, partially offset by revenues generated by the U.S. contract
         sales division from new clients.

         Salaries and Related Costs

                Salaries and related costs for the six months ended June 30,
         1999 was $24.5 million, an increase of $2.0 million, or 9.0%, from
         $22.5 million for the six months ended June 30, 1998. Salaries and
         related costs include all compensation and related benefits for all
         employees and contracted talent. Such increase was primarily
         attributable to (i)

                                       12
<PAGE>

         approximately $2.4 million of salaries and related costs associated
         with staffing to support revenues in connection with the 1998
         Acquisitions, and (ii) approximately $422,000 relating to additional
         staffing costs to support the growth in U.S. communications services.
         These increases were partially offset by a net decrease in contract
         sales salaries of $696,000 primarily resulting from reduced staffing
         requirements related to the discontinuation of the U.K. syndicated,
         medical contract sales business. Salaries and related costs represented
         74.1% of revenues for the first six months of 1999, compared to 77.8%
         for the first six months of 1998. Such decrease, as a percentage of
         revenues, was primarily attributable to the growth of the Company's
         communications operations as a percentage of total revenues. Generally,
         labor costs associated with the Company's communications operations are
         less as a percentage of corresponding revenues than those for the
         contract sales services.

         General and Office Expenses

                General and office expenses for the six months ended June 30,
         1999 was $5.0 million, an increase of $1.1 million, or 28.4%, from $3.9
         million for the six months ended June 30, 1998. General and office
         expenses include occupancy and related costs, client development and
         other related administrative costs. Such increase was primarily
         attributable to (i) $828,000 of expenses in connection with the 1998
         Acquisitions, and (ii) $201,000 of increased occupancy and related
         costs. General and office expenses represented 15.1% of revenues for
         the first six months of 1999, compared to 13.5% of revenues for the
         first six months of 1998.


         Depreciation and Amortization

                Depreciation and amortization expense for the six months ended
         June 30, 1999 was $778,000, an increase of $335,000, or 75.6%, from
         $443,000 for the six months ended June 30, 1998. The increase was
         related to (i) amortization expense associated with the goodwill
         generated in connection with the 1998 Acquisitions, which acquisitions
         were accounted for by the purchase method of accounting, and (ii)
         additional depreciation expense attributable to property and equipment
         acquired in connection with the 1998 Acquisitions. Depreciation and
         amortization expense represented 2.4% of revenues for the first six
         months of 1999, compared to 1.5% for the first six months of 1998.

         Income From Operations

                Income from operations for the six months ended June 30, 1999
         was $2.8 million, an increase of $734,000, or 35.7%, from $2.1 million
         for the six months ended June 30, 1998. Income from operations
         represented 8.4% of revenues for the first six months of 1999, compared
         to 7.1% for the first six months of 1998.

         Interest Income, net

                Interest income, net for the six months ended June 30, 1999 was
         $277,000, a decrease of $126,000 from $403,000 for the six months ended
         June 30, 1998, primarily due to the lower cash and cash equivalents
         balances for the six months ended June 30, 1999. Such

                                       13
<PAGE>

         decrease in cash and cash equivalents balances was attributable to the
         initial cash payments in connection with the 1998 Acquisitions
         partially offset by an increase in advance billings.

         Provision for Income Taxes

                The provision for income taxes for the six months ended June 30,
         1999 was $1.3 million, an increase of $326,000 from $1.0 million for
         the six months ended June 30, 1998. The provision for income taxes,
         based on management's estimates of the effective year-end rate, was
         recorded at effective rates of 41.6% and 44.0% for the six months ended
         June 30, 1998 and 1999, respectively. The increase in the estimated
         effective rate reflects nondeductible amortization expense in
         connection with the 1998 Acquisitions.

         Net Income

                Net income for the six months ended June 30, 1999 was $1.7
         million, an increase of $279,000, or 19.4%, from $1.4 million for the
         six months ended June 30, 1998. Net income represented 5.2% of revenues
         for the six months ended June 30, 1999 compared to 5.0% for the six
         months ended June 30, 1998.

         Liquidity and Capital Resources

                During the first six months of 1999, cash provided by
         operations was approximately $11.9 million, which consisted of net
         income for the period of $1.7 million, non-cash charges of $857,000 and
         an increase in advance billings of $11.3 million. This was partially
         offset by a decrease in accrued expenses of approximately $992,000, and
         an aggregate increase in accounts receivable, unbilled production
         charges and other assets of approximately $1.5 million. Cash used in
         investing activities was $651,000 and was primarily attributable to
         capital expenditures of $770,000. Cash provided by financing activities
         was $26,000, and primarily resulted from $143,000 received by the
         Company in connection with the exercise of stock options less payments
         for bank loans and capital leases of $160,000.

                The Company's working capital was approximately $11.1 million
         at June 30, 1999, compared to approximately $9.5 million at December
         31, 1998. The increase in working capital at June 30, 1999, as compared
         to December 31, 1998, was primarily attributable to an increase in cash
         and cash equivalents of $11.1 million and a combined decrease in
         accounts payable and accrued expenses of $1.6 million offset by an
         increase in advance billings of $11.1 million.

                The Company maintains relationships with a number of banks in
         the United States and Europe which have extended various secured and
         unsecured, committed and uncommitted lines of credit in amounts
         sufficient to meet the Company's cash needs. In July 1999, Girgenti,
         Hughes, Butler and McDowell, Inc., a wholly-owned subsidiary of the
         Company, with operations in the U.S., entered into a $5.0 million
         uncommitted line of credit with a bank of which no amounts are
         outstanding to date. Amounts outstanding under the line of credit
         accrue interest at the bank's prime rate or at LIBOR plus 1.75%.


                                       14
<PAGE>

         The line of credit is guaranteed by the other entities comprising the
         Company's U.S. operations, including Healthworld Corporation, and is
         secured by a security interest in all of the personal property owned by
         certain of the entities comprising the Company's U.S. operations. The
         Company is also a party to various secured and unsecured, committed
         lines of credit and overdraft facilities outside of the United States
         in an aggregate amount of approximately $1.9 million. The Company has
         $41,000 outstanding to date under such facilities outside of the United
         States.

                In July 1998, the Company acquired the HFT Group
         Companies, a French healthcare communications agency. The Company's
         initial cash purchase price was 20.3 million French Francs
         (approximately US$3.4 million) including expenses related to the
         acquisition. Total amounts to be paid in connection with the
         acquisition, including potential, future 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 48.0 million
         French Francs (approximately US$8.1 million).

                In July 1998, the Company acquired all of the capital stock of
         Colwood, a United Kingdom medical education company. The Company's
         initial cash purchase price 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, future 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,
         future earn-out payments to be made in April 2000 and August 2001, and
         may be required to deposit into such escrow account additional amounts
         based on net operating profits to be applied towards such potential,
         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 Spain, a healthcare communications agency located in Madrid,
         Spain. The Company's initial cash purchase price was approximately 261
         million Spanish Pesetas (approximately US$1.9 million) including
         expenses related to the acquisition. Total amounts to be paid in
         connection with the acquisition, including potential, future 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 710 million Spanish Pesetas (approximately US$5.1
         million).

                  In August 1999, the Company acquired 100% of the capital stock
         of Falk Communications, Inc. ("Falk"), a healthcare communications
         agency located in New York, New York. The Company's initial purchase
         price, including expenses related to the acquisition, was approximately
         $17.0 million, consisting of approximately $9.0 million in

                                       15
<PAGE>

         cash and 649,111 shares of the Company's Common Stock. Total amounts to
         be paid in cash and the Company's Common Stock in connection with the
         acquisition, including potential, future earn-out payments to take
         place on or prior to April 30, 2000, 2001, 2002 and 2003 based upon a
         multiple of operating income of Falk, are not to exceed $37.0 million.

                  Management believes that cash generated from the Company's
         operations and available to the Company under various lines of credit
         are adequate to support its short-term cash requirements for capital
         expenditures and maintenance of working capital.

Impact of Year 2000

                  The Year 2000 issue results from the inability of some
         computer programs to identify the year 2000 properly, potentially
         leading to errors or system failure. A company's business may be
         adversely affected if it, or any of its suppliers, customers or other
         third parties with whom it transacts business (including banks and
         governmental agencies) have not resolved the Year 2000 issue in a
         timely manner.

                  The Company's internal computing systems are primarily limited
         to hardware and software for its financial systems, such as general
         ledger, accounts receivable and accounts payable systems, and word
         processing, database and graphic design systems. The Company is not
         dependent on large legacy systems, and the Company believes that it
         could replace any of its software or systems, if necessary, quickly and
         at reasonable expense.

                  The Company has completed its internal review with respect to
         Year 2000 issues. The Company does not believe Year 2000 issues, within
         its internal information systems, will have a material adverse effect
         on the Company's business, financial condition or results of
         operations. The Company believes that its internal computer systems
         used in its U.S. Operations and France are currently Year 2000
         compliant, and that those used in its United Kingdom and Spanish
         operations, to the extent not already Year 2000 compliant, will be made
         Year 2000 compliant by September 1999.

                  The Company has completed its review of the Year 2000
         readiness of its material clients and vendors in the United States and
         France and believes, based solely upon inquiries made to such clients
         and vendors, that such parties should not cause a material disruption
         in the Company's business due to Year 2000 issues. The Company is
         currently working with critical third parties in the United Kingdom and
         Spain to determine the impact of Year 2000 issues on the various third
         party businesses and operations in the United Kingdom and Spain and the
         collateral impact, if any, on the business and operations of the
         Company and the plans to address Year 2000 issues where third party
         systems interface with the Company's systems.

                  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


                                       16
<PAGE>


         be material to its results of operations or liquidity in 1999. The
         Company is not aware, at this time, of any Year 2000 non-compliance
         that will materially affect the Company.

                                     PART II

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

                On June 9, 1999, the Company held its Annual Meeting of
         Stockholders (the "Annual Meeting"). The holders of record of
         6,173,233 shares of Common Stock were present in person or represented
         by proxy  at the meeting. At the Annual Meeting, the Company's
         stockholders  approved the following:

(1)      Election of Directors

                The stockholders elected the following persons to serve as
         directors of the Company until the next Annual Meeting, or until their
         successors are duly elected and qualified. Votes were cast as follows:

                                      Number Of                Number Of
                                      Votes For              Votes Against
                                  -----------------      --------------------
          Steven Girgenti             6,270,927                  98,896
          William Leslie Milton       6,270,927                  98,896
          Francis Hughes              6,217,327                 152,496
          Peter Knight                6,217,327                 152,496
          Colin Lloyd                 6,270,927                  98,896
          Jonah Shacknai              6,270,927                  98,896
          Alex Spizz                  6,270,927                  98,896


(2)  Amendment of 1997 Stock Option Plan, as amended (the "1997 Plan").

       (a) The Stockholders approved the amendment of the Company's 1997 Plan to
       increase by 500,000 the aggregate number of shares of the Company's
       Common Stock available under the 1997 Plan. Votes were cast as follows:

           Number Of             Number Of              Number Of
           Votes For           Votes Against         Votes Abstaining
          -----------         ---------------       ------------------
           4,690,889              806,426                 8,933

       (b) The Stockholders approved the amendment of the Company's 1997 Plan to
       increase the amount of stock options to be granted automatically to each
       non-employee director annually from options to purchase 10,000 shares of
       Common Stock to options to purchase 20,000 shares of Common Stock, to
       provide that such options be granted on the date of each annual meeting
       of stockholders of the Company instead of on the date of the first
       meeting of the Board of Directors immediately following the annual
       meeting of stockholders and to


                                       17
<PAGE>


       provide that such options shall become exercisable on the date of grant
       instead of becoming exercisable one year from the date of grant. Votes
       were cast as follows:

           Number Of            Number Of               Number Of
           Votes For          Votes Against          Votes Abstaining
          -----------        ---------------        ------------------
           5,735,591            581,326                  20,516

(3) Appointment of Auditors

                The stockholders approved the appointment of Arthur Andersen LLP
       as independent auditors of the Company for the 1999 fiscal year. Votes
       were casts as follows:

           Number Of            Number Of               Number Of
           Votes For          Votes Against          Votes Abstaining
          -----------        ---------------        ------------------
           6,105,957            256,100                   7,766


                                       18
<PAGE>


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) No reports on Form 8-K have been filed during the quarter for which this
    report is filed.


                                       19
<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:     August 13, 1999      By:  /s/       STEVEN GIRGENTI
                                    ------------------------------------------
                                              Steven Girgenti
                                         Chairman of the Board and
                                          Chief Executive Officer

Date:     August 13, 1999      By:  /s/       STUART DIAMOND
                                    ------------------------------------------
                                              Stuart Diamond
                                         Executive Vice President,
                                    Chief Financial Officer, Treasurer
                                              and Secretary



                                       20
<PAGE>

                                  EXHIBIT INDEX


Number                 Description of Exhibits
------                 -----------------------

10.01              --  Employment Agreement, dated as of June 1, 1999, between
                       Girgenti, Hughes, Butler & McDowell, Inc. and Herbert
                       Ehrenthal.

10.02              --  Grid Time Promissory Note dated August 2, 1999 by
                       Girgenti, Hughes, Butler & McDowell, Inc. in favor of The
                       Chase Manhattan Bank.

10.03*             --  Guaranty dated August 2, 1999 by Healthworld Corporation
                       in favor of The Chase Manhattan Bank.

10.04**            --  General Security Agreement dated July 29, 1999 by
                       Girgenti, Hughes, Butler & McDowell, Inc. in favor of The
                       Chase Manhattan Bank.

27                 --  Financial Data Schedule.

                          SCHEDULE OF OMITTED DOCUMENTS

*  The following documents have been omitted because they are substantially
   identical to Exhibit 10.03 except for the identity of the guarantor party:

         --  Guaranty by Black Cat Graphics, Inc. in favor of The Chase
             Manhattan Bank.

         --  Guaranty by Brand Research Corporation in favor of The Chase
             Manhattan Bank.

         --  Guaranty by GHBM, Inc. in favor of The Chase Manhattan Bank.

         --  Guaranty by Medical Education Technologies, Inc. in favor of The
             Chase Manhattan Bank.

         --  Guaranty by Healthworld International Holdings, Inc. in favor of
             The Chase Manhattan Bank.

         --  Guaranty by Headcount LLC in favor of The Chase Manhattan Bank.

**   The following documents have been omitted because they are substantially
     identical to Exhibit 10.04 except for the identity of the party granting a
     security interest:

         --  General Security Agreement by GHBM, Inc. in favor of The Chase
             Manhattan Bank.

         --  General Security Agreement by Medical Education Technologies, Inc.
             in favor of The Chase Manhattan Bank.

         --  General Security Agreement by Healthworld International Holdings,
             Inc. in favor of The Chase Manhattan Bank.

         --  General Security Agreement by Headcount LLC in favor of The Chase
             Manhattan Bank.


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