<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 March 31, 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 May 10, 1999, 7,430,846 shares of Common Stock of the Registrant were
issued and outstanding.


================================================================================
<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES

                                Table of Contents
<TABLE>
<CAPTION>

PART I.                  FINANCIAL INFORMATION                                                   Page No.

<S>       <C>            <C>                                                                     <C>
          Item 1.        Financial Statements

                         Consolidated Balance Sheets as of
                         December 31, 1998 and March 31, 1999....................................       1

                         Consolidated Statements of Income
                         for the Three Months
                         Ended March 31, 1998 and 1999...........................................       2

                         Consolidated Statements of Cash Flows for the
                         Three Months Ended March 31, 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...............................................       7


PART II.  OTHER INFORMATION

          Item 6.        Exhibits and Reports on Form 8-K........................................       12


SIGNATURES.......................................................................................       13

EXHIBIT INDEX....................................................................................       14
</TABLE>

<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,                  March 31,
                                                                                 1998                        1999
                                                                        ------------------------    ------------------------
                                                                                                          (unaudited)

                                ASSETS

<S>                                                                     <C>                         <C>
Current Assets:
     Cash and cash equivalents.....................................     $                 6,472     $                 9,350
     Accounts receivable, net......................................                      18,889                      20,244
     Unbilled production charges...................................                       3,151                       3,406
     Other current assets..........................................                       1,501                       1,072
                                                                        -----------------------     -----------------------
Total current assets...............................................                      30,013                      34,072

Restricted cash....................................................                       1,860                       1,811
Property and equipment, net........................................                       4,443                       4,276
Goodwill, net......................................................                      14,266                      14,129
Other assets.......................................................                         289                         489
                                                                        -----------------------     -----------------------
Total assets.......................................................     $                50,871     $                54,777
                                                                        =======================     =======================

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

     Current portion of long-term debt.............................      $                  135      $                  113
     Current portion of capitalized lease obligations..............                          74                          65
     Accounts payable..............................................                       4,247                       2,526
     Accrued expenses..............................................                       7,739                       6,487
     Advance billings..............................................                       7,982                      14,644
     Other current liabilities.....................................                         302                         279
                                                                        -----------------------     -----------------------
Total current liabilities..........................................                      20,479                      24,114

Long-term debt.....................................................                         116                         113
Capitalized lease obligations......................................                          59                          41
Minority interests.................................................                         111                         108
Deferred rent......................................................                         888                         909
Other liabilities..................................................                          17                          50
                                                                        -----------------------     -----------------------
Total liabilities..................................................                      21,670                      25,335
                                                                        -----------------------     -----------------------

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 7,415,167 and 7,430,195 shares
         outstanding, respectively.................................                          74                          74
     Additional paid-in capital....................................                      22,748                      22,883
     Retained earnings.............................................                       6,357                       6,667
     Accumulated other comprehensive income........................                          22                        (182)
                                                                        -----------------------     -----------------------

Total stockholders' equity.........................................                      29,201                      29,442
                                                                        =======================     =======================
Total liabilities and stockholders' equity.........................     $                50,871     $                54,777
                                                                        =======================     ========================
</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
                                                                                March 31,
                                                                 ------------------------------------
                                                                       1998                 1999
                                                                 -----------------     --------------
<S>                                                              <C>                   <C>
Revenues................................................         $         13,988      $       15,104
                                                                 ----------------      --------------

Operating expenses:

   Salaries and related costs...........................                   11,542              11,967
   General and office expenses..........................                    1,904               2,312
   Depreciation and amortization........................                      218                 374
                                                                 ----------------      --------------
                                                                           13,664              14,653

Income from operations..................................                      324                 451
Interest income, net....................................                      190                 107
                                                                 ----------------      --------------
Income before provision for income taxes
   and minority interests...............................                      514                 558
Provision for income taxes (Note 2).....................                      210                 245
Minority interests in net earnings of subsidiaries......                       --                   3
                                                                 ================      ==============
Net income..............................................         $            304      $         310
                                                                 ================      ==============

Per share information (Note 3): Net income per common share:

   Basic.................................................        $           0.04      $         0.04
                                                                 ================      ==============
   Diluted...............................................        $           0.04      $         0.04
                                                                 ================      ==============

   Common shares used in computing per share amounts:

   Basic.................................................                   7,415               7,421
                                                                 ================     ===============
   Diluted...............................................                   7,617               7,611
                                                                 ================     ===============
</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>
                                                                                     Three Months Ended
                                                                                          March 31,
                                                                           ----------------------------------------
                                                                                 1998                  1999
                                                                           ------------------    ------------------
<S>                                                                        <C>                   <C>              
Cash flows from operating activities:
   Net income........................................................      $             304     $             310
   Adjustments to reconcile net income to net cash (used in)
     provided by operating activities:
     Depreciation and amortization...................................                    218                   374
     Deferred rent...................................................                     23                    21
     Deferred income taxes...........................................                     (9)                   --
     Minority interests in net earnings of subsidiaries..............                     --                     3
     Loss (gain) on sale of fixed assets.............................                      1                    (1)
   Changes in operating assets and liabilities:
     Accounts receivable, net........................................                 (2,957)               (1,355)
     Unbilled production charges.....................................                   (985)                 (255)
     Other current assets............................................                   (226)                  429
     Other assets....................................................                    169                  (200)
     Accounts payable................................................                   (177)               (1,721)
     Accrued expenses................................................                    645                (1,235)
     Advance billings................................................                  2,364                 6,662
     Other current liabilities.......................................                     --                   (23)
     Other liabilities...............................................                    (33)                   33
                                                                           -----------------     -----------------
Net cash (used in) provided by operating activities..................                   (663)                3,042
                                                                           -----------------     -----------------

Cash flows from investing activities:
     Capital expenditures, net.......................................                   (259)                 (178)
     Proceeds from the sale of fixed assets..........................                     25                    15
                                                                           -----------------     -----------------
Net cash used in investing activities................................                   (234)                 (163)
                                                                           -----------------     -----------------

Cash flows from financing activities:
     Proceeds from exercise of stock options.........................                     --                   135
     Repayments of long-term debt....................................                   (464)                  (26)
     Capital lease repayments........................................                    (53)                  (23)
                                                                           -----------------     -----------------
Net cash (used in) provided by financing activities..................                   (517)                   86
                                                                           -----------------     -----------------

Effect of exchange rates on cash.....................................                     --                   (87)
                                                                           -----------------     -----------------

Net (decrease) increase in cash and cash equivalents.................                 (1,414)                2,878
Cash and cash equivalents at beginning of period.....................                 18,092                 6,472
                                                                           -----------------     -----------------

Cash and cash equivalents at end of period...........................      $          16,678     $           9,350
                                                                           =================     =================
Supplemental disclosure of cash flow information: 
  Cash paid for:
     Taxes...........................................................      $             392     $             812
                                                                           =================     =================
     Interest........................................................      $              36     $              26
                                                                           =================     =================
Supplemental schedule of noncash investing activities:

     Capital leases for new equipment ...............................      $              43     $              --
                                                                           =================     =================
</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
                                 March 31, 1999
                                   (UNAUDITED)

1.    ORGANIZATION AND BUSINESS

                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 March 31, 1999 and the results of
         operations and cash flows for the interim periods ended March 31, 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.

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 40.9% and 43.9% for the three months
         ended March 31, 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 evaulated
         by management each quarter.

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.

                                       4
<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                                   (UNAUDITED)

3.    NET INCOME PER COMMON SHARE (Continued)

         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 months ended
         March 31, 1998 and 1999:

<TABLE>
<CAPTION>
                                               Three Months Ended                        Three Months Ended
                                                 March 31, 1998                            March 31, 1999
                                        -------------------------------            -----------------------------
                                                          (In thousands, except per share data)
<S>                                           <C>                                         <C>    
Numerator:
    Net income...........................          $    304                                    $   310
                                              ------------------                          -----------------

Denominator for basic
    net income per common share..........             7,415                                      7,421

Effect of dilutive securities:
    Stock options........................               202                                        190
                                              ------------------                          -----------------

Denominator for diluted
    net income per common share..........             7,617                                      7,611
                                              ==================                          =================

Basic net income per common share                $     0.04                                 $     0.04
                                              ==================                          =================

Diluted net income per common share              $     0.04                                 $     0.04
                                              ==================                          =================
</TABLE>

4.    COMPREHENSIVE INCOME

                The Company has 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.

          Comprehensive income is as follows:
<TABLE>
<CAPTION>

                                                                       Three Months Ended March 31,
                                                                    ----------------------------------
                                                                         1998                1999
                                                                    ---------------     --------------
<S>                                                                  <C>                <C>     
            Net income.........................................         $    304           $    310
            Other comprehensive income:
                Foreign currency translation adjustments.......               --               (204)
                                                                    ---------------     --------------
            Comprehensive income...............................         $    304           $    106
                                                                    ===============     ==============
</TABLE>

                                       5
<PAGE>


                    HEALTHWORLD CORPORATION AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                                   (UNAUDITED)

5.    SEGMENT INFORMATION

                  The Company has 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 provides 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 to
         provide clients with substantial flexibility in selecting the extent
         and costs of promoting products as well as the clients' level of
         involvement in managing the sales effort.

         Segment information is as follows:

<TABLE>
<CAPTION>

                                                        Three Months Ended March 31,
                                                  -----------------------------------------
                                                        1998                    1999
                                                  -----------------       -----------------
<S>                                               <C>                     <C>         
               Revenues:
                 Communications...........        $          5,453        $          7,810
                 Contract Sales...........                   8,535                   7,294
                                                  -----------------       -----------------
                                                  $         13,988        $         15,104

               Income from operations:
                 Communications...........        $             30        $            443
                 Contract Sales...........                     294                       8
                                                  -----------------       -----------------
                                                  $            324        $            451
</TABLE>

                                       6
<PAGE>


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

                This March 31, 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.

                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 expressed as a percentage of revenues for
         the periods indicated:

<TABLE>
<CAPTION>
                                                                        Three Months
                                                                      Ended March 31,
                                                             --------------------------------
                                                                  1998              1999
                                                             --------------     -------------
<S>                                                          <C>                <C>   
           Statement of Income Data:
           Revenues........................................       100.0%           100.0%
           Operating expenses:
                Salaries and related costs.................        82.5             79.2
                General and office expenses................        13.6             15.3
                Depreciation and amortization..............         1.6              2.5
                                                             --------------     -------------
                                                                   97.7             97.0

           Income from operations..........................         2.3              3.0
           Interest income, net ...........................         1.4              0.7
                                                             --------------     -------------
           Income before provision for income taxes
                and minority interests.....................         3.7              3.7
           Provision for income taxes......................         1.5              1.6
                                                             --------------     -------------
           Net income .....................................         2.2%             2.1%
                                                             ==============     =============
</TABLE>

                                       7
<PAGE>

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

<TABLE>
<CAPTION>
                                                             Three Months
                                                            Ended March 31,
                                              -----------------------------------------
                                                    1998                     1999
                                              -----------------         ---------------
                                                            (in thousands)
<S>                                           <C>                       <C>         
           Revenues

           Communications...............      $       5,453             $      7,810
           Contract sales...............              8,535                    7,294
                                              -----------------         ---------------
                                              $      13,988             $     15,104

           Income From Operations

           Communications...............      $          30             $        443
           Contract sales...............                294                        8
                                              -----------------         ---------------
                                              $         324             $        451
</TABLE>


         Fiscal Three Months Ended March 31, 1999 Compared to Fiscal Three 
         Months Ended March 31, 1998.

         Revenues

                Revenues for the three months ended March 31, 1999 were $15.1
         million, an increase of $1.1 million, or 8.0%, from $14.0 million for
         the three months ended March 31, 1998.

                Contract sales revenues decreased to $7.3 million, a decrease of
         14.5% from $8.5 million in the prior year's quarter. This decrease was
         primarily attributable to (i) approximately $1.5 million of revenue
         lost as a result of a U.K. contract sales client filing for
         receivership in the fourth quarter of 1998 and (ii) a decrease in
         medical contract sales revenue of $724,000 resulting from the
         discontinuation of the U.K. syndicated medical contract sales business.
         These decreases were partially offset by revenues generated by the U.S.
         contract sales division from new clients and revenues generated by the
         U.K. contract sales division from new and existing clients.

                Communications revenues increased to $7.8 million, an increase
         of 43.2% from $5.5 million for the first quarter of 1998. Of such
         increase, approximately $2.0 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 primarily attributable to the growth
         of advertising and promotion services in the U.S., which resulted from
         assignments from new clients and additional assignments from existing
         clients.

                                       8
<PAGE>

          Salaries and Related Costs

                Salaries and related costs for the three months ended March 31,
         1999 was $12.0 million, an increase of $425,000, or 3.7%, from $11.5
         million for the three months ended March 31, 1998. Salaries and related
         costs include all compensation and related benefits for all employees
         and contracted talent. Such increase was primarily attributable to
         approximately $1.3 million of additional salaries and related costs
         associated with staffing to support additional revenues generated by
         the 1998 Acquisitions partially offset by a $1.0 million decrease in
         contract sales salaries commensurate with the decrease in contract
         sales revenues. Salaries and related costs represented 79.2% of
         revenues in the first quarter of 1999, compared to 82.5% in the first
         quarter of 1998. Such decrease, as a percentage of revenues, was
         primarily attributable to the decrease in revenues of the Company's
         contract sales operations in relation to revenues generated by the
         Company's communications business. Generally, labor costs associated
         with the Company's contract sales operations are greater as a
         percentage of corresponding revenues than those for the Company's
         communications services.

         General and Office Expenses

                General and office expenses for the three months ended March 31,
         1999 was $2.3 million, an increase of $408,000, or 21.4%, from $1.9
         million for the three months ended March 31, 1998. General and office
         expenses primarily include occupancy and related costs, client
         development expenditures and other related administrative costs. Such
         increase was attributable to $437,000 of additional expenses associated
         with revenues generated by the 1998 Acquisitions. General and office
         expenses represented 15.3% of revenues in the first quarter of 1999,
         compared to 13.6% of the revenues in the first quarter of 1998.

         Depreciation and Amortization

                Depreciation and amortization for the three months ended March
         31, 1999 was $374,000, an increase of $156,000 or 71.6% from $218,000
         for the three months ended March 31, 1998. The increase was primarily
         related to amortization expense associated with the goodwill generated
         in connection with the 1998 Acquisitions, which acquisitions were
         accounted for by the purchase method of accounting. Depreciation and
         amortization represented 2.5% of revenues for the first quarter of
         1999, compared to 1.6% for the first quarter of 1998.

         Income From Operations

                Income from operations for the three months ended March 31, 1999
         was $451,000, an increase of $127,000, or 39.2%, from $324,000 for the
         three months ended March 31, 1998. Income from operations represented
         3.0% of revenues for the first quarter of 1999, compared to 2.3% for
         the first quarter of 1998.

         Interest Income, Net

                Interest income, net for the three months ended March 31, 1999
         was $107,000, a decrease of $83,000, or 43.7%, from $190,000 for the
         three months ended March 31, 1998,

                                       9
<PAGE>

         resulting primarily from decreased cash balances resulting from the
         initial cash payments made in connection with the 1998 Acquisitions.

         Provision for Income Taxes

                The provision for income taxes for the three months ended March
         31, 1999 was $245,000, an increase of $35,000 from $210,000 for the
         three months ended March 31, 1998. The provision for income taxes,
         based on management's estimates of the effective year-end rate, was
         recorded at an effective rate of 40.9% and 43.9% for the three months
         ended March 31, 1998 and 1999, respectively. The increase in the
         estimated effective rate is due to nondeductible amortization expense
         in connection with the 1998 Acquisitions.

         Net Income

                Net income for the three months ended March 31, 1999 was
         $310,000, an increase of $6,000, or 2.0%, from $304,000 for the three
         months ended March 31, 1998. Net income represented 2.1% of revenues
         for the first quarter of 1999 compared to 2.2% for the first quarter of
         1998.

         Liquidity and Capital Resources

                  In November 1997, the Company consummated its IPO, pursuant to
         which the Company issued and sold an aggregate of 2,415,000 shares of
         Common Stock (including 315,000 shares issued and sold in December 1997
         pursuant to the exercise by the underwriters of an over-allotment
         option) at a per share price of $9.00. The net proceeds received by the
         Company in the IPO were $16.4 million, after deducting underwriting
         discounts and commissions, an underwriters' non-accountable expense
         allowance and other expenses payable by the Company in connection with
         the IPO.

                  During the first quarter of 1999, cash provided by operations
         was approximately $3.0 million, which consisted of net income for the
         period of $310,000, non-cash charges of $397,000 and an increase in
         advance billings of $6.7 million. This was partially offset by an
         increase in accounts receivable of approximately $1.4 million, a
         decrease in accounts payable of approximately $1.7 million and a
         decrease in accrued expenses of approximately $1.2 million. Cash used
         in investing activities was $163,000 and was primarily attributable to
         net capital expenditures of $178,000. Cash provided by financing
         activities was $86,000, and resulted from $135,000 received by the
         Company in connection with the exercise of stock options less payments
         of bank loans and capital leases of $26,000 and $23,000, respectively.

                  The Company's working capital was approximately $10.0 million
         at March 31, 1999, compared to approximately $9.5 million at December
         31, 1998. The increase in working capital at March 31, 1999, as
         compared to December 31, 1998, was primarily attributable to the
         current periods' operating income of $451,000.

                  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. At 

                                       10
<PAGE>

         March 31, 1999, the Company had a $3.5 million secured, uncommitted
         line of credit in the United States expiring June 30, 1999 (currently
         being renegotiated), and 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 no
         amounts outstanding to date under such lines of credit or overdraft
         facilities.

                         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 connection with the Consolidation, the Company will pay to
         one of Milton's former minority stockholders no later than July 31,
         1999 an amount in cash up to approximately $320,000 based on the
         profits earned by PDM Communications Limited.

                  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.

                                       11
<PAGE>

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 June 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 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.

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 - None

                                       12
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                                   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:     May 13, 1999     By:      /s/       STEVEN GIRGENTI
                                    --------------------------------------------
                                              Steven Girgenti
                                    Chairman and Chief Executive Officer


Date:     May 13, 1999     By:      /s/       STUART DIAMOND
                                    --------------------------------------------
                                              Stuart Diamond
                                    Chief Financial Officer and Treasurer
                                    (Principal Financial and Accounting Officer)

                                       13
<PAGE>

                                  EXHIBIT INDEX

Number        Description of Exhibits

27.01         Financial Data Schedule