FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        QUARTERLY REPORT UNDER SECTION 13
                           or 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934.


                        For Quarter Ended: March 31, 1999


                         Commission file number: 1-11106


                                  PRIMEDIA Inc.
             (Exact name of registrant as specified in its charter)


          DELAWARE                                           13-3647573
--------------------------------------------------------------------------------
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                         Identification No.)

                      745 Fifth Avenue, New York, New York
                    (Address of principal executive offices)

                                      10151
                                   (Zip Code)

Registrant's telephone number, including area code            (212) 745-0100
                                                              --------------


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,  and (2) has been subject to such filing  requirements
for the past 90 days.
         Yes      X        No 
                -----         -----
Number of shares of common stock,  par value $.01 per share,  outstanding  as of
April 30, 1999: 145,339,289



<PAGE>


                                  PRIMEDIA Inc.

                                      INDEX


                                                                      PAGE
                                                                     ------
Part I.  Financial Information

  Item 1.  Financial Statements:
  -------
           Condensed Consolidated Balance Sheets
           (Unaudited) as of March 31, 1999 and
           December 31, 1998                                            2
           
           Condensed Statements of Consolidated
           Operations (Unaudited) for the three months
           ended March 31, 1999 and 1998                                3
           
           Condensed Statements of Consolidated
           Cash Flows (Unaudited) for the three months
           ended March 31, 1999 and 1998                                4
           
           Notes to Condensed Consolidated
           Financial Statements (Unaudited)                             5-10

  Item 2.  Management's Discussion and Analysis of
  -------  Financial Condition and Results of Operations                11-16

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk   17
  -------


Part II.   Other Information:

           Signatures                                                   18





<PAGE>



                         PRIMEDIA INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>


                                                                                  March 31,                 December 31,
                                                                                    1999                        1998
                                                                           --------------------          -----------------
                                                                           (dollars in thousands, except per share amounts)

ASSETS
Current assets:
<S>                                                                        <C>                               <C>               
     Cash and cash equivalents                                             $          38,486             $       24,538
     Accounts receivable, net                                                        263,922                    247,138
     Inventories, net                                                                 41,595                     41,254
     Prepaid expenses and other                                                       37,115                     34,212
                                                                           ------------------            ---------------
         Total current assets                                                        381,118                    347,142

Property and equipment, net                                                          145,685                    147,658
Other intangible assets, net                                                         727,608                    730,241
Excess of purchase price over net assets acquired, net                             1,533,437                  1,526,503
Deferred income tax asset, net                                                       176,200                    176,200
Other non-current assets                                                             115,535                    113,330
                                                                           ------------------            ---------------
                                                                           $       3,079,583             $    3,041,074
                                                                           ==================            ===============

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
     Accounts payable                                                      $         102,042             $      118,637
     Accrued interest payable                                                         22,840                     20,451
     Accrued expenses and other                                                      222,473                    223,801
     Deferred revenues                                                               207,664                    197,131
     Current maturities of long-term debt                                             21,167                     21,167
                                                                           ------------------            ---------------
         Total current liabilities                                                   576,186                    581,187
                                                                           ------------------            ---------------

Long-term debt                                                                     2,029,711                  1,928,892
                                                                           ------------------            ---------------
Other non-current liabilities                                                         55,196                     53,893
                                                                           ------------------            ---------------
Exchangeable preferred stock                                                         558,200                    557,841
                                                                           ------------------            ---------------
Common stock subject to redemption  ($.01 par value, 255,119 shares
     and 294,119 shares outstanding at March 31, 1999 and December
     31, 1998, respectively)                                                           3,074                      2,964
                                                                           ------------------            ---------------
Shareholders' deficiency:
     Common stock ($.01 par value, 147,141,394 shares and 146,966,562
       shares issued at March 31, 1999 and December 31, 1998, 
       respectively)                                                                   1,471                      1,470
     Additional paid-in capital                                                      979,932                    979,720
     Accumulated deficit                                                          (1,089,291)                (1,030,032)
     Accumulated other comprehensive loss                                             (1,755)                    (1,720)
     Common stock in treasury, at cost ( 2,752,300 shares
        outstanding at March 31, 1999 and December 31, 1998)                         (33,141)                   (33,141)
                                                                           ------------------            ---------------
         Total shareholders' deficiency                                             (142,784)                   (83,703)
                                                                           ------------------            ---------------

                                                                           $       3,079,583             $    3,041,074
                                                                           ==================            ===============
</TABLE>

See notes to condensed consolidated financial statements (unaudited).


<PAGE>


                         PRIMEDIA INC. AND SUBSIDIARIES
           CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                              Three Months Ended
                                                                                                   March 31,

                                                                                     1999                            1998
                                                                              ------------------             ------------------
                                                                               (dollars in thousands, except per share amounts)
<S>                                                                           <C>                            <C>

Sales, net                                                                    $         411,136              $         344,986

Operating costs and expenses:
      Cost of goods sold                                                                 93,193                         81,440
      Marketing and selling                                                              79,110                         60,524
      Distribution, circulation and fulfillment                                          73,641                         63,126
      Editorial                                                                          36,056                         32,599
      Other general expenses                                                             46,770                         36,032
      Corporate administrative expenses                                                   6,967                          6,377
      Depreciation of property and equipment                                             12,319                          9,155
      Amortization of intangible assets, excess of purchase
          price over net assets acquired and other                                       44,404                         31,451
      Provision for product line closures                                                22,000                              -
                                                                              ------------------             ------------------

Operating income (loss)                                                                  (3,324)                        24,282
Other income (expense):
      Interest expense                                                                  (40,418)                       (33,421)
      Amortization of deferred financing costs                                             (708)                          (752)
      Other, net                                                                         (1,544)                           159
                                                                              ------------------             ------------------
Net loss                                                                                (45,994)                        (9,732)

Preferred stock dividends:
      Cash                                                                              (13,265)                       (14,344)
      Preferred stock redemption premium                                                      -                         (9,141)
                                                                              ------------------             ------------------
Loss applicable to common shareholders                                        $         (59,259)             $         (33,217)
                                                                              ==================             ==================

Basic and diluted loss applicable to common shareholders per
      common share                                                            $            (.41)             $            (.25)
                                                                              ==================             ==================

Basic and diluted common shares outstanding                                         144,597,905                    134,686,401
                                                                              ==================             ==================
</TABLE>

See notes to condensed consolidated financial statements (unaudited).
<PAGE>
                      
                         PRIMEDIA INC. AND SUBSIDIARIES
           CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                        
                                                                                        Three Months Ended
                                                                                              March 31,

                                                                                   1999                       1998
                                                                             ----------------           --------------
                                                                                      (dollars in thousands)

Operating activities:
<S>                                                                          <C>                        <C>           
    Net loss                                                                 $       (45,994)           $      (9,732)
    Adjustments to reconcile net loss to net cash used in
       operating activities:
       Depreciation and amortization                                                  57,431                   41,358
       Accretion of discount on acquisition obligation,
          distribution advance and other                                               1,643                    1,672
       Non-cash provision for product line closures                                    8,809                        -
       Other, net                                                                         75                      (60)
    Changes in operating assets and liabilities:
       Increase in:
        Accounts receivable, net                                                     (17,648)                  (3,947)
        Inventories, net                                                                (374)                  (1,223)
        Prepaid expenses and other                                                    (5,902)                  (3,165)
       Increase (decrease) in:
        Accounts payable                                                             (16,874)                 (18,881)
        Accrued interest payable                                                       2,389                   (1,469)
        Accrued expenses and other                                                    (8,374)                 (22,759)
        Deferred revenues                                                              7,029                   (1,021)
        Other non-current liabilities                                                  1,040                      (86)
                                                                             ----------------           --------------

          Net cash used in operating activities                                      (16,750)                 (19,313)
                                                                             ----------------           --------------

Investing activities:
    Additions to property, equipment and other, net                                  (12,381)                  (5,917)
    Proceeds from sales of businesses                                                    900                      750
    Payments for businesses acquired                                                 (40,379)                (200,151)
    Investment in joint venture and other                                               (750)                  (3,655)
                                                                             ----------------           --------------

          Net cash used in investing activities                                      (52,610)                (208,973)
                                                                             ----------------           --------------

Financing activities:
    Borrowings under credit agreements                                               471,064                  362,946
    Repayments of borrowings under credit agreements                                (371,500)                (628,900)
    Proceeds from issuances of common stock, net of redemptions                          682                  201,026
    Redemption of Series B Preferred Stock                                                 -                 (166,739)
    Proceeds from issuance of 7 5/8% Senior Notes, net of discount                         -                  248,562
    Proceeds from issuance of Series G (exchanged into Series H) Preferred
       Stock, net of issuance costs                                                        -                  242,608
    Purchases of common stock for the treasury                                             -                   (2,195)
    Dividends paid to preferred stock shareholders                                   (13,265)                 (16,099)
    Deferred financing costs paid                                                     (3,181)                  (5,352)
    Other                                                                               (492)                    (983)
                                                                             ----------------           --------------

          Net cash provided by financing activities                                   83,308                  234,874
                                                                             ----------------           --------------

Increase in cash and cash equivalents                                                 13,948                    6,588
Cash and cash equivalents, beginning of period                                        24,538                   22,978
                                                                             ----------------           --------------
Cash and cash equivalents, end of period                                     $        38,486            $      29,566
                                                                             ================           ==============

Supplemental information:
    Cash interest paid                                                       $        35,799            $      32,874
                                                                             ================           ==============
</TABLE>

      See notes to condensed consolidated financial statements (unaudited).



<PAGE>


                                  PRIMEDIA Inc.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                (dollars in thousands, except per share amounts)


1.  Basis of Presentation
    ---------------------

PRIMEDIA Inc.,  together with its subsidiaries,  is herein referred to as either
"PRIMEDIA" or the  "Company".  In the opinion of the Company's  management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. All significant  intercompany accounts and
transactions have been eliminated in  consolidation.  These statements should be
read in conjunction with the Company's  annual financial  statements and related
notes for the year ended  December  31,  1998.  The  operating  results  for the
three-month periods ended March 31 are not necessarily indicative of the results
that may be expected for a full year.

The Company's  operations  have been  organized  into three  business  segments:
specialty magazines, information and education.

2.  Acquisitions
    ------------

During the  three-month  period  ended March 31,  1999,  the  Company  completed
several  acquisitions,  in all segments,  which were financed through borrowings
under the Company's credit agreements.  The cash payments for these acquisitions
on an aggregate basis were $40,379 (net of liabilities  assumed of approximately
$9,000) including certain immaterial purchase price adjustments related to prior
year  acquisitions.  The excess  purchase  price over net  assets  acquired  was
approximately $31,000.

The preliminary  purchase cost allocations for the 1999 acquisitions are subject
to  adjustment  when  additional  information  concerning  asset  and  liability
valuations  is obtained.  The final asset and  liability  fair values may differ
from those set forth in the accompanying condensed consolidated balance sheet at
March 31, 1999; however,  the changes are not expected to have a material effect
on the consolidated financial statements of the Company.

These  acquisitions  have all been  accounted  for by the purchase  method.  The
financial  statements  include  the  operating  results  of  these  acquisitions
subsequent  to  their  respective   dates  of  acquisition.   If  the  foregoing
acquisitions had occurred on January 1, 1998, they would not have had a material
impact on the results of operations for the three-month  periods ended March 31,
1999 and 1998.


3.  Product Line Closures
    ---------------------

During the three  months  ended March 31, 1999,  the Company  discontinued  five
unprofitable  PRIMEDIA Workplace Learning product lines, as part of a program to
return the Company's focus to  accreditation  oriented  vocational  networks and
associated  products.  In  relation  to these  discontinuances,  the Company has
recorded a $22,000 charge  primarily for severance,  transponder and office site
leases and the  recoverability of related goodwill and certain other assets. The
results of PRIMEDIA Workplace  Learning are included in the Company's  education
segment.



<PAGE>




4.  Inventories, Net
    ----------------

Inventories consist of the following:

                                          March 31,           December 31,
                                            1999                   1998
                                      --------------         --------------
Finished goods                        $       22,417         $       21,974
Work in process                                  147                    223
Raw materials                                 22,293                 22,262
                                      --------------         --------------
                                              44,857                 44,459
Less allowance for obsolescence                3,262                  3,205
                                      --------------         --------------
                                      $       41,595         $       41,254
                                      ==============         ==============


5.  Long-Term Debt
    --------------

Long-term debt consists of the following:

                                           March 31,             December 31,
                                             1999                    1998
                                       --------------         ---------------
Borrowings under credit facilities     $    1,357,800         $     1,258,236
10 1/4% Senior Notes due 2004                 100,000                 100,000
 8 1/2% Senior Notes due 2006                 299,027                 299,001
 7 5/8% Senior Notes due 2008                 248,670                 248,643
                                       --------------         ---------------
                                            2,005,497               1,905,880
Acquisition obligation payable                 45,381                  44,179
                                       --------------         ---------------
                                            2,050,878               1,950,059
Less current portion                           21,167                  21,167
                                       --------------         ---------------
                                       $    2,029,711         $     1,928,892
                                       ==============         ===============



On March 11, 1999,  the Company  completed an amendment and  restatement  of its
credit  facilities  to increase them by $250,000.  The  principal  amount of the
additional  $250,000 will be repaid  semi-annually on June 30 and December 31 of
each year, with an initial  payment of $1,250 on June 30, 2000,  installments of
$1,250 on each payment  date  thereafter  through  December 31, 2003 and a final
payment of $240,000 on July 31, 2004.  Additionally,  the Company entered into a
separate  $150,000  bank  revolving  credit  facility  with a final  maturity on
December 30, 1999. As of March 31, 1999, the Company has unused bank commitments
of approximately  $424,000.



<PAGE>



6.  Exchangeable Preferred Stock
    ----------------------------

Exchangeable Preferred Stock consists of the following:

                                                    March 31,     December 31,
                                                      1999            1998
                                                 ------------     -----------
$10.00 Series D Exchangeable Preferred Stock     $    195,178     $   195,042
$9.20 Series F Exchangeable Preferred Stock           120,379         120,306
$8.625 Series H Exchangeable Preferred Stock          242,643         242,493
                                                 ------------     -----------
                                                 $    558,200     $   557,841
                                                 ============     ===========



$10.00 Series D Exchangeable Preferred Stock

The  Company  authorized  2,000,000  shares of $.01 par value,  $10.00  Series D
Exchangeable  Preferred  Stock, all of which was issued and outstanding at March
31, 1999 and December 31, 1998. The  liquidation  and redemption  value at March
31, 1999 and December 31, 1998 was $200,000.


$9.20 Series F Exchangeable Preferred Stock

The  Company  authorized  1,250,000  shares of $.01 par  value,  $9.20  Series F
Exchangeable  Preferred  Stock, all of which was issued and outstanding at March
31, 1999 and December 31, 1998. The  liquidation  and redemption  value at March
31, 1999 and December 31, 1998 was $125,000.


$8.625 Series H Exchangeable Preferred Stock

The  Company  authorized  2,500,000  shares of $.01 par value,  $8.625  Series H
Exchangeable  Preferred  Stock, all of which was issued and outstanding at March
31, 1999 and December 31, 1998. The  liquidation  and redemption  value at March
31, 1999 and December 31, 1998 was $250,000.


7.  Loss per Common Share
    ---------------------

Loss per common share for the three-month  periods ended March 31, 1999 and 1998
has been determined based on net loss after preferred stock  dividends,  divided
by the weighted  average  number of common  shares  outstanding  for all periods
presented. The effect of the assumed exercise of non-qualified stock options was
not included in the  computation of diluted loss per share because the effect of
inclusion would be antidilutive.



8.  Comprehensive Income (Loss)
    ---------------------------

Comprehensive  income (loss) for the three months ending March 31, 1999 and 1998
is presented in the following table:


                                                       Three Months Ended

                                                  March 31,        March 31,
                                                    1999             1998
                                                ------------      -----------
Net loss                                        $   (45,994)      $   (9,732)
Other comprehensive income (loss):
   Foreign currency translation adjustments             (35)             121   
                                                ------------      -----------
Total comprehensive loss                        $   (46,029)      $   (9,611)
                                                ============      ===========


9.  Business Segment Information
    ----------------------------

The Company's  operations  have been  classified  into three business  segments:
specialty magazines, information and education. Information as to the operations
of the Company in  different  business  segments is set forth below based on the
nature of the  products  offered.  PRIMEDIA's  chief  decision  maker  evaluates
performance based on several factors,  of which the primary financial measure is
business segment earnings before interest, taxes, depreciation, amortization and
provision for one-time charges ("EBITDA").  There were no material  intersegment
sales between the reported segments.

During  1998,  the  Company  divested or  discontinued  the  following  non-core
business units:  Katharine Gibbs Schools,  Inc. ("Katharine  Gibbs"),  Newbridge
Communications,  Inc. (excluding Films for the Humanities and Sciences),  Krames
Communications  Incorporated ("Krames"),  Stagebill, New Woman, Intertec Mailing
Services, Nelson Publications,  Inc. ("Nelson"),  The Daily Racing Form, certain
enthusiast titles and the Funk and Wagnall's  products.  These  divestitures and
product discontinuances are collectively referred to as Non-Core Businesses. The
Company has segregated the Non-Core Businesses from the aforementioned  segments
because the Company's  chief  decision maker views these  businesses  separately
when evaluating and making decisions regarding ongoing operations.


                                             Three Months Ended
                                                  March 31,

                                       1999                        1998
                                 ---------------            ----------------
Sales, Net:
 Specialty Magazines             $       246,163            $        193,043
 Information                              73,745                      57,830
 Education                                91,228                      77,650
 Other:
  Non-Core Businesses                          -                      16,463
                                -----------------           -----------------
Total                           $        411,136            $        344,986
                                =================           =================

EBITDA (1):
 Specialty Magazines             $        39,640            $         33,506
 Information                              15,168                      12,557
 Education                                27,558                      23,374
 Other:
  Corporate                               (6,967)                     (6,377)
  Non-Core Businesses                          -                       1,828
                                -----------------           -----------------
Total                           $         75,399            $         64,888
                                =================           =================
-------------------------------------------------------------------------------
(1)  EBITDA   represents   earnings  before   interest,   taxes,   depreciation,
     amortization and provision for one-time charges.

     
     The following is a reconciliation of EBITDA to operating income (loss).

                                                     Three Months Ended
                                                           March 31,

                                                    1999              1998
                                                ----------        -----------   
Total EBITDA                                    $   75,399        $   64,888

Depreciation of property and equipment             (12,319)           (9,155)

Amortization of intangible assets, excess of 
   purchase price over net assets acquired 
   and other                                       (44,404)          (31,451)

Provision for product line closures                (22,000)                -
                                                -----------       -----------
Operating income (loss)                         $   (3,324)       $   24,282
                                                ===========       ===========





10.  Subsequent Events
     -----------------

On  April  22,  1999,  the  Company   announced  its  intention  to  divest  its
supplemental  education  group,  which is comprised of Weekly  Reader,  American
Guidance  Service and  PRIMEDIA  Reference.  The Company  hopes to complete  the
divestitures by the end of the third quarter of 1999.  Proceeds from the sale of
the group are expected to exceed its net carrying  value and will be used to pay
down borrowings under the credit facilities.

From April 1, 1999  through  May 14,  1999,  the  Company  has  completed  three
acquisitions  in  the  specialty  magazines  and  information  segments.   These
acquisitions,  which had an aggregate  purchase price of approximately  $14,500,
were primarily funded through borrowings under the Company's credit facilities.




<PAGE>


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

INTRODUCTION

PRIMEDIA Inc.,  together with its subsidiaries,  is herein referred to as either
"PRIMEDIA" or the "Company."

The  following  discussion  and analysis of the  Company's  unaudited  financial
condition  and  results of  operations  should be read in  conjunction  with the
unaudited condensed  consolidated  financial  statements and notes thereto.  The
Company  organizes  its  businesses  into three  segments:  specialty  magazines
(specialty consumer magazines and business to business  magazines),  information
(consumer   information  and  business  information)  and  education  (classroom
learning and workplace learning).

Management believes a meaningful comparison of the results of operations for the
three  months  ended  March 31,  1999 and 1998 is  obtained by using the segment
information.   In  addition,   the  Company  presents  results  from  continuing
businesses  ("Continuing  Businesses") which exclude the results of the non-core
businesses ("Non-Core Businesses"),  which are either sold businesses or product
discontinuances. The Non-Core Businesses include: (i) Katharine Gibbs, Newbridge
Communications,  Inc. (excluding Films for the Humanities and Sciences), Krames,
Stagebill,  New Woman, Intertec Mailing Services,  Nelson, The Daily Racing Form
and certain enthusiast titles,  which have been divested,  and (ii) the Funk and
Wagnalls' products and certain enthusiast titles,  which have been discontinued.
Management believes that this presentation is the most useful way to analyze the
historical  trends  of the  businesses.  In  1998,  the  Company  completed  the
divestitures and product discontinuances related to the Non-Core Businesses.

Earnings before interest,  taxes,  depreciation,  amortization and provision for
one-time  charges,  or EBITDA,  is a widely used and commonly  reported standard
measure  utilized by analysts,  investors  and other  interested  parties in the
analysis of the media industry.  EBITDA is included in the following  discussion
to provide additional  information for determining the ability of the Company to
meet its future  debt  service  requirements  and to pay cash  dividends  on its
preferred  stock.  EBITDA is not intended to represent cash flow from operations
and  should  not be  considered  as an  alternative  to net income or loss as an
indicator of the Company's  operating  performance or to cash flows as a measure
of liquidity.  This  information  is disclosed  herein to permit a more complete
comparative  analysis of the Company's operating  performance  relative to other
companies in its industry.


<PAGE>


                                                PRIMEDIA INC.
                                 Unaudited Results of Consolidated Operations
                                            (dollars in thousands)


                                                   Three Months Ended
                                                        March 31,

                                                 1999              1998
                                           --------------     --------------
Sales, Net:
   Continuing Businesses:
     Specialty Magazines                   $     246,163      $     193,043
     Information                                  73,745             57,830
     Education                                    91,228             77,650
                                           --------------     --------------
         Subtotal                                411,136            328,523
   Non-Core Businesses                                 -             16,463
                                           --------------     --------------
         Total                             $     411,136      $     344,986
                                           ==============     ==============


EBITDA:
   Continuing Businesses:
     Specialty Magazines                   $      39,640      $      33,506
     Information                                  15,168             12,557
     Education                                    27,558             23,374
     Corporate                                    (6,967)            (6,377)
                                           --------------     --------------
         Subtotal                                 75,399             63,060
   Non-Core Businesses                                 -              1,828
                                           --------------     --------------
         Total                             $      75,399      $      64,888
                                           ==============     ==============


Operating Income (Loss):
   Continuing Businesses:
     Specialty Magazines                   $      14,268      $      17,663
     Information                                   7,642              6,641
     Education                                   (18,018)             4,760
     Corporate                                    (7,216)            (6,535)
                                           --------------     --------------
         Subtotal                                 (3,324)            22,529
   Non-Core Businesses                                 -              1,753
                                           --------------     --------------
         Total                                    (3,324)            24,282

Other Income (Expense):
   Interest expense                              (40,418)           (33,421)
   Amortization of deferred
        financing costs                             (708)              (752)
   Other, net                                     (1,544)               159
                                           --------------     --------------
Net Loss                                   $     (45,994)     $      (9,732)
                                           ==============     ==============




<PAGE>



RESULTS OF OPERATIONS (dollars in thousands, except per share amounts)

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998:

Consolidated Results:
---------------------

Total  sales  increased  19.2% to  $411,136  in the first  quarter  of 1999 from
$344,986 in the 1998 period. Sales from Continuing Businesses increased 25.1% to
$411,136 in 1999 from $328,523 in 1998 due to growth in all segments.

Total EBITDA  increased  16.2% to $75,399 in 1999 from  $64,888 in 1998.  EBITDA
from  Continuing  Businesses  increased 19.6% to $75,399 in 1999 from $63,060 in
1998 due to growth in all segments.

Total operating  income (loss) was $(3,324) in 1999 compared to $24,282 in 1998.
Operating income (loss) from Continuing Businesses was $(3,324) in 1999 compared
to $22,529 in 1998.  This change was due primarily to the $22,000 charge related
to  product  line  closures  at  PRIMEDIA   Workplace   Learning  and  increased
amortization  expense  resulting from  acquisitions,  which more than offset the
growth in EBITDA.

Interest  expense  increased by 20.9% in the first  quarter of 1999  compared to
1998. This increase is the result of increased  borrowings to fund  acquisitions
made during 1998 and 1999.


Specialty Magazines:
--------------------

Sales  from  Continuing  Businesses  increased  27.5% to  $246,163  in the first
quarter  of  1999  from  $193,043  in  1998,  due  primarily  to the  impact  of
acquisitions, such as PRIMEDIA Enthusiast Publications ("PEP", formerly known as
Cowles  Enthusiast  Media) and the newly formed Youth  Entertainment  Group. The
Company benefited from a positive advertising and circulation environment during
the first quarter of 1999.

EBITDA  from  Continuing  Businesses  increased  18.3% to  $39,640  in 1999 from
$33,506 in 1998. The EBITDA margin for Continuing  Businesses decreased to 16.1%
in 1999 from 17.4% in 1998. The decreased  margin is reflective of the inclusion
of PEP in the first quarter of 1999 and increased  advertising promotion for the
soap opera titles.

Operating income from Continuing  Businesses  decreased 19.2% to $14,268 in 1999
from  $17,663 in 1998.  The EBITDA  growth  during the 1999 period was more than
offset by increased amortization arising from acquisitions.


Information:
------------

Sales from Continuing Businesses increased 27.5% to $73,745 in the first quarter
of 1999 from  $57,830 in 1998.  The increase is  primarily  attributable  to the
growth  of new  and  resale  home  guides  and  apartment  guides,  as  well  as
acquisitions.

EBITDA  from  Continuing  Businesses  increased  20.8% to  $15,168  in 1999 from
$12,557 in 1998.  The  EBITDA  margin  decreased  to 20.6% in 1999 from 21.7% in
1998. The decrease in the margin is reflective of increased Internet  investment
in 1999.

Operating  income from Continuing  Businesses  increased 15.1% to $7,642 in 1999
from $6,641 in 1998.  The EBITDA  growth during the 1999 period was mitigated by
increased amortization arising from acquisitions.


Education:
----------

Sales from Continuing Businesses increased 17.5% to $91,228 in the first quarter
of 1999 from $77,650 in 1998,  primarily  attributable to acquisitions,  such as
American Guidance Service, and strong advertising at the Channel One Network.

EBITDA  from  Continuing  Businesses  increased  17.9% to  $27,558  in 1999 from
$23,374 in 1998.  The EBITDA  margin  increased  slightly  to 30.2% in 1999 from
30.1% in 1998. The increase in the margin  reflects the positive  results of the
refocusing effort at PRIMEDIA Workplace Learning.

Operating  income  (loss)  from  Continuing  Businesses  was  $(18,018)  in 1999
compared to $4,760 in 1998.  This change was due primarily to the $22,000 charge
related to product line closures at PRIMEDIA Workplace Learning.



Liquidity and Capital Resources:
-------------------------------

Consolidated   working  capital  deficiency   including  current  maturities  of
long-term  debt was  $195,068  at March 31,  1999 as  compared  to  $234,045  at
December 31, 1998.  Consolidated  working capital deficiency  primarily reflects
the  recording  of  deferred  revenues  as a  current  liability.  In  addition,
advertising costs are expensed when the promotional  activities occur except for
certain  direct-response  advertising  costs  which  are  capitalized  as  other
non-current assets and amortized over the estimated period of future benefit.

Net cash used in  operating  activities  during the three months ended March 31,
1999, after interest payments of $35,799,  was $16,750, a decrease of 13.3% over
the same 1998 period, due primarily to EBITDA growth.  Net capital  expenditures
were $12,381  during the three  months  ended March 31, 1999  compared to $5,917
during the 1998 period due primarily to increased  spending on new office space.
Net cash used in  investing  activities  during the three months ended March 31,
1999 decreased to $52,610  compared to $208,973 in the same 1998 period,  due to
the higher level of acquisition spending in 1998. Net cash provided by financing
activities  during the three months ended March 31, 1999 was $83,308 compared to
$234,874 in the same 1998 period. The decrease was primarily attributable to the
issuances  of  preferred  stock,  common stock and senior notes during the first
quarter of 1998.

The  Company  believes  its  liquidity,  capital  resources  and  cash  flow are
sufficient to fund planned capital  expenditures,  working capital requirements,
interest and  principal  payments on its debt,  the payment of  preferred  stock
dividends and other anticipated expenditures for the foreseeable future.


Financing Arrangements:
----------------------

On March 11, 1999,  the Company  completed an amendment and  restatement  of its
credit  facilities  to increase them by $250,000.  The  principal  amount of the
additional  $250,000 will be repaid  semi-annually on June 30 and December 31 of
each year, with an initial  payment of $1,250 on June 30, 2000,  installments of
$1,250 on each payment  date  thereafter  through  December 31, 2003 and a final
payment of $240,000 on July 31, 2004.  Additionally,  the Company entered into a
separate  $150,000  bank  revolving  credit  facility  with a final  maturity on
December 30, 1999. As of March 31, 1999, the Company has unused bank commitments
of approximately  $424,000.


Recent Developments:
-------------------

On  April  22,  1999,  the  Company   announced  its  intention  to  divest  its
supplemental  education  group,  which is comprised of Weekly  Reader,  American
Guidance  Service and  PRIMEDIA  Reference.  The Company  hopes to complete  the
divestitures by the end of the third quarter of 1999.  Proceeds from the sale of
the group are expected to exceed its net carrying  value and will be used to pay
down borrowings under the credit facilities.

From April 1, 1999  through  May 14,  1999,  the  Company  has  completed  three
acquisitions  in  the  specialty  magazines  and  information  segments.   These
acquisitions,  which had an aggregate  purchase price of approximately  $14,500,
were primarily funded through borrowings under the Company's credit facilities.


Impact of Inflation:
-------------------

The impact of inflation was  immaterial  during 1998 and through the first three
months of 1999. Paper prices declined through the first three months of 1999. In
the first three months of 1999, paper costs represented  approximately 8% of the
Company's total operating costs and expenses.  Postage for product  distribution
and direct mail solicitations is also a significant expense of the Company.  The
Company uses the U.S.  Postal Service for  distribution  of many of its products
and marketing  materials.  Postage  costs  increase  periodically  and increased
approximately  4% in January  1999.  In the past,  the effects of  inflation  on
operating  expenses  have  substantially  been offset by  PRIMEDIA's  ability to
increase  selling  prices.  No assurances can be given that the Company can pass
such cost increases  through to its customers.  In addition to pricing  actions,
the  Company is  continuing  to examine  all  aspects of the  manufacturing  and
purchasing processes to identify ways to offset some of these price increases.


Year 2000 Readiness Disclosure:
------------------------------

PRIMEDIA has evaluated the potential impact of the situation  commonly  referred
to as the "Year 2000 problem." The Year 2000 problem potentially exists for most
companies  since many computer  systems in use today were designed and developed
using two digits,  rather  than four,  to specify  the year.  As a result,  such
systems  will  recognize  the year 2000 as "00." This could cause many  computer
applications to fail completely or to create erroneous results unless corrective
measures  are taken.  Although  the Company  does not believe that the Year 2000
problem will have a material  effect on its  operations or results,  the Company
has undertaken certain actions described below to mitigate the results thereof.

PRIMEDIA instituted a company-wide Year 2000 Project ("Project") beginning early
1997. The Project  addresses issues regarding  computer  infrastructure,  system
software and third-party vendors. The Project has been divided into four phases:
(1)  inventorying  all  computer  systems and  identifying  those with Year 2000
issues;  (2) assessment  including  prioritization;  (3)  remediation  including
modification,  upgrading and replacement;  and (4) testing. The Company's senior
management and the Board of Directors  receive  regular updates on the status of
the  Project.  As of March  31,  1999,  phase 1 and 2 have been  completed.  The
remediation  and testing phases with respect to the Company's own operations are
currently being performed and are expected to be completed by August 1999.

PRIMEDIA has  communicated  with  significant  third-party  vendors that provide
services to the Company's  operations.  This has enabled  PRIMEDIA to assess the
Year 2000  readiness  of the  third-party  vendors and, in turn,  the  Company's
vulnerability to their non-compliance. These vendors include the paper suppliers
and service entities that provide print and distribution services.  Although the
Company may not be able to assure itself as to the Year 2000  compliance by such
vendors,  the Company will remain  involved  with the  vendors'  progress and is
evaluating the need for related contingency planning.

The total costs associated with required remediation by the Company are expected
to be  approximately  $13,000 of which  approximately  $8,000 had been  expended
through March 31, 1999 through funding from existing  operations.  The remaining
$5,000 is expected to be incurred  during the second and third  quarters of 1999
and is not  expected to have a material  effect on the  Company's  liquidity  or
results of  operations.  These  costs  include  the  replacement  of systems and
equipment,  outside  consultants  and  software  repairs.  The  Project has been
integrated  into  the  Company's  overall  technology  upgrading  plans  and  no
important information technology plans have been deferred.

At this time,  the  Company  believes  the risks  associated  with the Year 2000
problem lie within  third-party  vendor  compliance.  These risks are associated
with certain  production and distribution  processes and could involve a loss of
revenue.  While an  estimate of the revenue  loss cannot be  determined  at this
time,  the Company  believes that the diversity of its product lines and vendors
would  mitigate  such risks  until such time that a  problem,  if any,  has been
remedied.


Forward-Looking Information:
---------------------------

This report contains certain forward-looking statements concerning the Company's
operations,  economic  performance,  financial  condition  and Year 2000 problem
activities.  These  statements  are  based  upon a  number  of  assumptions  and
estimates which are inherently subject to uncertainties and contingencies,  many
of which are beyond the  control of the  Company,  and reflect  future  business
decisions  which  are  subject  to  change.  Some  of the  assumptions  may  not
materialize and  unanticipated  events will occur which can affect the Company's
results.

<PAGE>

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the first quarter of 1999,  there were no significant  changes related to
the Company's market risk exposure.





<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.


                                  PRIMEDIA Inc.
                                  (Registrant)



Date:      May 14, 1999         /s/  William F. Reilly
           ------------         ----------------------------------------------
                                                (Signature)
                                Chairman, Chief Executive Officer and Director
                                        (Principal Executive Officer)






Date:      May 14, 1999         /s/  Robert J. Sforzo
           ------------         ---------------------------------------------
                                                (Signature)
                                       Vice President and Controller
                                       (Principal Accounting Officer)