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, 2000


                         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, 2000: 158,320,553


<PAGE>


                                  PRIMEDIA Inc.

                                      INDEX


                                                                         PAGE

Part I.  Financial Information

  Item 1.           Financial Statements

                    Condensed Consolidated Balance Sheets
                    (Unaudited) as of March 31, 2000 and
                    December 31, 1999                                      2

                    Condensed Statements of Consolidated
                    Operations (Unaudited) for the three months
                    ended March 31, 2000 and 1999                          3

                    Condensed Statements of Consolidated
                    Cash Flows (Unaudited) for the three months
                    ended March 31, 2000 and 1999                          4

                    Notes to Condensed Consolidated
                    Financial Statements (Unaudited)                    5-14

  Item 2.           Management's Discussion and Analysis of
                    Financial Condition and Results of Operations      15-20

  Item 3.           Quantitative and Qualitative Disclosures About
                    Market Risk                                           21


Part II.   Other Information:

                    Signatures                                            22





<PAGE>


                                        2
                         PRIMEDIA INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                    March 31,                   December 31,
                                                                                      2000                         1999
                                                                            --------------------           -------------------
                                                                              (dollars in thousands, except per share amounts)

ASSETS
Current assets:
<S>                                                                         <C>                            <C>
     Cash and cash equivalents                                              $            31,690            $           28,661
     Accounts receivable, net                                                           238,606                       235,565
     Inventories, net                                                                    34,247                        32,709
     Net assets held for sale                                                           133,830                             -
     Prepaid expenses and other                                                          52,049                        36,480
                                                                            --------------------           -------------------
         Total current assets                                                           490,422                       333,415

Property and equipment, net                                                             151,989                       152,343
Other intangible assets, net                                                            567,492                       619,950
Excess of purchase price over net assets acquired, net                                1,098,708                     1,215,406
Deferred income tax asset, net                                                          176,200                       176,200
Other non-current assets                                                                167,662                       217,238
                                                                            --------------------           -------------------
                                                                            $         2,652,473            $        2,714,552
                                                                            ====================           ===================

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
     Accounts payable                                                       $            83,142            $          102,678
     Accrued interest payable                                                            23,615                        19,379
     Accrued expenses and other                                                         204,706                       217,737
     Deferred revenues                                                                  178,382                       171,339
     Current maturities of long-term debt                                                22,951                        22,740
                                                                            --------------------           -------------------
         Total current liabilities                                                      512,796                       533,873
                                                                            --------------------           -------------------

Long-term debt                                                                        1,820,712                     1,732,896
                                                                            --------------------           -------------------
Other non-current liabilities                                                            30,257                        31,796
                                                                            --------------------           -------------------
Exchangeable preferred stock                                                            560,097                       559,689
                                                                            --------------------           -------------------
Common stock  subject to  redemption  ($.01 par value,  33,500 shares
     and 53,310 shares outstanding at March 31, 2000
     and December 31, 1999, respectively)                                                   778                           536
                                                                            --------------------           -------------------
Shareholders' deficiency:
     Common stock ($.01 par value,  150,274,383  shares and  148,346,759
        shares issued at March 31, 2000 and December
        31, 1999, respectively)                                                           1,503                         1,483
     Additional paid-in capital                                                         973,804                       986,649
     Accumulated deficit                                                             (1,255,904)                   (1,203,207)
     Accumulated other comprehensive income                                              22,603                        87,364
     Unearned stock grant compensation                                                  (12,896)                      (15,250)
     Common stock in treasury, at cost (101,848 shares at March 31,
         2000 and December 31, 1999)                                                     (1,277)                       (1,277)
                                                                            --------------------           -------------------
         Total shareholders' deficiency                                                (272,167)                     (144,238)
                                                                            --------------------           -------------------

                                                                            $         2,652,473            $        2,714,552
                                                                            ====================           ===================
</TABLE>

See notes to condensed consolidated financial statements (unaudited).


<PAGE>




                                        3
                         PRIMEDIA INC. AND SUBSIDIARIES
           CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                Three Months Ended
                                                                                                    March 31,

                                                                                       2000                               1999
                                                                              ----------------------             -------------------
                                                                                 (dollars in thousands, except per share amounts)
<S>                                                                           <C>                                <C>
Sales, net                                                                    $             404,450              $         411,136

Operating costs and expenses:
      Cost of goods sold                                                                     95,851                         93,193
      Marketing and selling                                                                  86,475                         79,110
      Distribution, circulation and fulfillment                                              71,368                         73,641
      Editorial                                                                              33,116                         36,056
      Other general expenses                                                                 53,385                         46,770
      Corporate administrative expenses (excluding $14,792 of
          non-cash compensation in 2000)                                                      8,112                          6,967
      Depreciation of property and equipment                                                 11,288                         12,319
      Amortization of intangible assets, excess of purchase
          price over net assets acquired and other                                           34,384                         44,404
      Non-cash compensation                                                                  14,792                              -
      Integration costs                                                                       6,319                              -
      Provision for product-line closures                                                         -                         22,000
      Gain on sale of investments and other                                                 (10,992)                             -
                                                                              ----------------------             ------------------

Operating income (loss)                                                                         352                         (3,324)
Other expense:
      Interest expense                                                                      (38,356)                       (40,418)
      Amortization of deferred financing costs                                                 (939)                          (708)
      Other, net                                                                               (488)                        (1,544)
                                                                              ----------------------             ------------------
Net loss                                                                                    (39,431)                       (45,994)

Preferred stock dividends - cash                                                            (13,266)                       (13,265)
                                                                              ----------------------             ------------------
Loss applicable to common shareholders                                        $             (52,697)             $         (59,259)
                                                                              ======================             ==================

Basic and diluted loss applicable to common shareholders per
      common share                                                            $               (0.35)             $           (0.41)
                                                                              ======================             ==================

Basic and diluted common shares outstanding                                             149,257,038                    144,597,905
                                                                              ======================             ==================
</TABLE>

See notes to condensed consolidated financial statements (unaudited).


<PAGE>

                                        4
                         PRIMEDIA INC. AND SUBSIDIARIES
           CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                     Three Months Ended
                                                                                         March 31,

                                                                                   2000                 1999
                                                                            ----------------       --------------
                                                                                   (dollars in thousands)

Operating activities:
<S>                                                                         <C>                    <C>
    Net loss                                                                $       (39,431)       $     (45,994)
    Adjustments to reconcile net loss to net cash used in
       operating activities:
       Depreciation and amortization                                                 46,611               57,431
       Accretion of discount on acquisition obligation
          and other                                                                     938                1,643
       Non-cash provision for product-line closures                                       -                8,809
       Non-cash compensation                                                         14,792                    -
       Gain on sale of investments and other                                        (10,992)                   -
       Other, net                                                                       (63)                  75
    Changes in operating assets and liabilities:
       Increase in:
        Accounts receivable, net                                                     (9,564)             (17,648)
        Inventories, net                                                             (2,467)                (374)
        Prepaid expenses and other                                                  (14,611)              (5,902)
       Increase (decrease) in:
        Accounts payable                                                            (19,703)             (16,874)
        Accrued interest payable                                                      4,236                2,389
        Accrued expenses and other                                                  (21,486)              (8,374)
        Deferred revenues                                                             6,143                7,029
        Other non-current liabilities                                                  (350)               1,040
                                                                            ----------------       --------------

          Net cash used in operating activities                                     (45,947)             (16,750)
                                                                            ----------------       --------------

Investing activities:
    Additions to property, equipment and other, net                                 (16,573)             (12,381)
    Proceeds from sales of investments and other                                     14,284                  900
    Payments for businesses acquired                                                 (3,917)             (40,379)
    Payments for other investments                                                  (11,544)                (750)
                                                                            ----------------       --------------

          Net cash used in investing activities                                     (17,750)             (52,610)
                                                                            ----------------       --------------

Financing activities:
    Borrowings under credit agreements                                              206,276              471,064
    Repayments of borrowings under credit agreements                               (113,289)            (371,500)
    Proceeds from issuances of common stock, net of redemptions                       4,715                  682
    Taxes paid associated with stock option exercises                               (16,891)                   -
    Dividends paid to preferred stock shareholders                                  (13,266)             (13,265)
    Deferred financing costs paid                                                      (174)              (3,181)
    Other                                                                              (645)                (492)
                                                                            ----------------       --------------

          Net cash provided by financing activities                                  66,726               83,308
                                                                            ----------------       --------------

Increase in cash and cash equivalents                                                 3,029               13,948
Cash and cash equivalents, beginning of period                                       28,661               24,538
                                                                            ----------------       --------------
Cash and cash equivalents, end of period                                    $        31,690        $      38,486
                                                                            ================       ==============

Supplemental information:
    Cash interest paid                                                      $        32,524        $      35,799
                                                                            ================       ==============

    Non-cash activities:
       Stock option exercise transactions                                   $        17,498        $           -
                                                                            ================       =============
       Advertising-for-equity transactions                                  $        10,152        $           -
                                                                            ================       =============

</TABLE>

See notes to condensed consolidated financial statements (unaudited).





<PAGE>


                           PRIMEDIA Inc. and Subsidiaries
        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,  1999.  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.

On March 30, 2000, the Company realigned its segment reporting to conform to its
new  strategic  direction,   including   organization,   management  and  growth
initiatives  (see  Note  11).  The  Company's  two  new  segments  are  consumer
(including both traditional and new media  operations) and  business-to-business
(including both traditional and new media operations).The  Company's traditional
media operations exclude Non-Core  Businesses and pro forma Internet (new media)
operations.   Pro  forma  Internet  (new  media)   operations   reflect  certain
adjustments   including  the   allocation   of  bundled   revenues  and  various
intercompany   expenses.   The  consumer  segment  includes   PRIMEDIA  Consumer
Magazines,  PRIMEDIA  Enthusiast  Group,  Films for the Humanities and Sciences,
Channel One  Communications,  HPC Publications and related Internet  operations.
The business-to business segment includes PRIMEDIA Intertec,  Bacon's,  PRIMEDIA
Information,  QWIZ,  Inc.,  Pictorial,  Inc.,  PRIMEDIA  Workplace  Learning and
related Internet operations (see Note 10).


2.       Inventories, Net

Inventories consist of the following:

                                        March 31,               December 31,
                                          2000                     1999
                                    ------------------      ------------------
Finished goods                      $          17,530        $         10,459
Work in process                                   352                     315
Raw materials                                  18,335                  23,707
                                    ------------------      ------------------
                                               36,217                  34,481
Less: Allowance for obsolescence                1,970                   1,772
                                    ------------------      ------------------
                                    $          34,247        $         32,709
                                    ==================      ==================


3.  Investments

Marketable Securities

In the  first  quarter  of 2000,  the  Company  sold two of  PRIMEDIA  Ventures'
investments in marketable  securities for total proceeds of $11,279 and realized
a gain of $10,689, which is included in gain on sale of investments and other on
the accompanying  condensed statement of consolidated  operations.  In addition,
the Company recorded an unrealized loss of $64,706 related to the revaluation of
its PRIMEDIA Ventures'  investments meeting the  available-for-sale  criteria of
SFAS No.115.  This unrealized  loss is recorded as a component of  comprehensive
loss for the three  months ended March 31, 2000 (see Note 8). At March 31, 2000,
the cost and fair value of the  investments in marketable  securities was $2,217
and $26,493,  respectively. At December 31, 1999, the cost and fair value of the
investments in marketable securities was $2,807 and $91,789, respectively.

Advertising-for-equity transactions

In the first quarter of 2000, the Company entered various advertising-for-equity
transactions, some of which also included cash consideration.  Through March 31,
2000, the Company's  investments totaled  approximately  $17,000,  approximately
$7,000 of which was in cash.  The  remainder  represents  advertising  and other
services to be rendered by the Company in exchange for these equity investments.
The Company will  recognize  these  amounts as revenue as services are rendered.
These investments are included as other  non-current  assets on the accompanying
condensed consolidated balance sheet.

Investment in CMGI, Inc.

On March 30, 2000, the Company  announced that it will acquire  1,530,000 shares
of common  stock of CMGI,  Inc.  in  exchange  for eight  million  shares of the
Company's common stock (par value $.01).


4.       Long-Term Debt

Long-term debt consists of the following:

                                          March 31,            December 31,
                                            2000                   1999
                                      ------------------    ------------------
Borrowings under credit facilities    $       1,138,000      $      1,050,525
10 1/4% Senior Notes due 2004                   100,000               100,000
 8 1/2% Senior Notes due 2006                   299,137               299,109
 7 5/8% Senior Notes due 2008                   248,786               248,756
                                      ------------------    ------------------
                                              1,785,923             1,698,390
Obligation under capital leases                  31,148                31,134
Acquisition obligation payable                   26,592                26,112
                                      ------------------    ------------------
                                              1,843,663             1,755,636
Less: Current portion                            22,951                22,740
                                      ------------------    ------------------
                                      $       1,820,712      $      1,732,896
                                      ==================    ==================

As of March 31, 2000, the Company had unused bank  commitments of  approximately
$405,000.



<PAGE>



5.       Exchangeable Preferred Stock


Exchangeable Preferred Stock consists of the following:

                                                  March 31,        December 31,
                                                    2000              1999
                                               --------------   ---------------
$10.00 Series D Exchangeable Preferred Stock   $    195,724      $    195,588
$9.20 Series F Exchangeable Preferred Stock         121,046           120,941
$8.625 Series H Exchangeable Preferred Stock        243,327           243,160
                                               --------------   ---------------
                                                $   560,097    $      559,689
                                               ==============   ===============

$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, 2000 and December 31, 1999. The  liquidation  and redemption  value at March
31, 2000 and December 31, 1999 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, 2000 and December 31, 1999. The  liquidation  and redemption  value at March
31, 2000 and December 31, 1999 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, 2000 and December 31, 1999. The  liquidation  and redemption  value at March
31, 2000 and December 31, 1999 was $250,000.


6.       Non-cash Compensation

During the three months ended March 31, 2000,  the Company  recorded  $14,792 of
non-cash  compensation  charges  relating to the hiring and retention of certain
key executives. These non-cash compensation charges consist of a $2,354 pro-rata
charge related to 1,380,711 shares of common stock granted to a senior executive
in  1999,  and a  $12,438  charge  related  to the  extension  of  stock  option
expiration  periods for a senior  executive during the first quarter of 2000. At
March 31, 2000 and December 31, 1999, unearned stock grant compensation balances
of $12,896 and $15,250, respectively, are recorded on the accompanying condensed
consolidated balance sheets.


7.       Integration Costs

During the three  months ended March 31, 2000,  the Company  recorded  $6,319 of
integration  costs relating to a management  reorganization.  These  integration
costs consist of  approximately  $2,800 for consultants  related to sourcing and
integration  initiatives,  approximately  $2,100 related to severance  costs and
approximately  $1,400 related to recruiting for senior  executives  hired during
the first quarter of 2000. Through March 31, 2000, approximately $400 of related
cash payments have been made primarily for  recruiting.  The remaining costs are
expected to be paid during 2000.


8.       Comprehensive Loss


Comprehensive  loss  for the  three  months  ended  March  31,  2000 and 1999 is
presented in the following table:


                                                           Three Months Ended
                                                        March 31,      March 31,
                                                          2000          1999
                                                     -----------     -----------
Net loss                                             $  (39,431)     $  (45,994)
Other comprehensive loss:
   Unrealized loss on available-for-sale securities,
     net of taxes                                       (64,706)              -
   Foreign currency translation adjustments                 (55)            (35)
                                                     -----------     -----------
Total comprehensive loss                             $ (104,192)     $  (46,029)
                                                     ===========     ===========


9.       Loss per Common Share

Loss per common share for the three-month  periods ended March 31, 2000 and 1999
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.


10.       Net Assets Held for Sale

On March 30, 2000,  the Company  announced its  intention to divest QWIZ,  Inc.,
Pictorial, Inc. and several business directories (see Note 1). Proceeds from the
sale of these  businesses are expected to exceed their carrying  values and will
primarily be used to pay down borrowings under the Company's credit  facilities.
The net assets of these  businesses  are recorded at their carrying value as net
assets held for sale on the accompanying condensed consolidated balance sheet as
of March 31, 2000.


11.      Business Segment Information

On March 30, 2000,  the  Company's  operations  were  reclassified  into two new
segments, consumer and business-to-business and previously reported results have
been restated  accordingly (see Note 1). Information as to the operations of the
Company in different business segments is set forth below based on the nature of
the targeted  audience.  PRIMEDIA's  chief decision maker evaluates  performance
based on several  factors,  of which the  primary  financial  measure is segment
earnings  before   interest,   taxes,   depreciation,   amortization,   non-cash
compensation, integration costs, provision for one-time charges and gain on sale
of investments and other ("EBITDA").  There were no material  intersegment sales
between the reported segments.

During  1999,  the Company  divested  the  supplemental  education  group (which
includes  Weekly  Reader  Corporation,  PRIMEDIA  Reference  Inc.  and  American
Guidance  Service  Inc.)  ("SEG").  In 2000,  the  Company  reclassified  SEG as
Non-Core Businesses and has restated prior periods accordingly.  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.



<PAGE>
<TABLE>
<CAPTION>



                                                                      Three Months Ended
                                                                           March 31,
                                                                    2000               1999
                                                               -------------      --------------
Sales, Net:
<S>                                                            <C>                <C>
  Consumer                                                     $    272,194          $ 253,347
  Business-to-business                                              132,256            124,785
  Other:
      Non-Core Businesses                                                 -             33,004
                                                               -------------      --------------
Total                                                          $    404,450          $ 411,136
                                                               =============      ==============

EBITDA (1):
  Consumer                                                     $     44,071           $ 50,820
  Business-to-business                                               20,184             22,381
  Other:
      Corporate                                                      (8,112)            (6,967)
      Non-Core Businesses                                                 -              9,165
                                                               -------------      --------------
Total                                                          $     56,143           $ 75,399
                                                               =============      ==============
</TABLE>


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(1)   EBITDA   represents   earnings  before  interest,   taxes,   depreciation,
      amortization,  non-cash compensation,  integration costs,provision for
      one-time charges and gain on sale of investments and other.

The following is a reconciliation of EBITDA to operating income (loss):
<TABLE>
<CAPTION>

                                                                        Three Months Ended
                                                                             March 31,
                                                                    2000                 1999
                                                               ----------------    -----------------
<S>                                                                   <C>                  <C>
Total EBITDA                                                          $ 56,143             $ 75,399
Depreciation of property and equipment                                 (11,288)             (12,319)
Amortization of intangible assets, excess of purchase
      price over net assets acquired and other                         (34,384)             (44,404)
Non-cash compensation                                                  (14,792)                   -
Integration costs                                                       (6,319)                   -
Gain on sale of investments and other                                   10,992                    -
Provision for product-line closures                                          -              (22,000)
                                                               ----------------    -----------------
Operating income (loss)                                                  $ 352             $ (3,324)
                                                               ================    =================

</TABLE>

<PAGE>



12.      Subsequent Events

On April 30, 2000,  Liberty Media Corporation  ("Liberty Media") and the Company
completed a previously  announced  transaction  in which Liberty Media  invested
$200 million in cash in exchange for  approximately  5% of the Company's  issued
and outstanding  shares of common stock, and a warrant to purchase an additional
1.5 million shares of the Company's common stock. The Company also completed its
previously  announced  purchase of 625,000  shares of Liberty  Digital  Series A
common stock at $40 per share.  The  companies  are working  together to develop
consumer broadband video and other interactive video applications for PRIMEDIA's
portfolio of content.


13. Financial Information for Guarantors of the Company's Debt

The  information  that  follows  presents  condensed   consolidating   financial
information  as of and for the three months ended March 31, 2000 for a) PRIMEDIA
Inc.  (as  the  Issuer),   b)  the  guarantor   subsidiaries,   c)  the  foreign
non-guarantor   subsidiaries,   d)  the  unrestricted   Internet   non-guarantor
subsidiaries, e) elimination entries and f) the Company on a consolidated basis.

The condensed  consolidating  financial information includes certain allocations
based on  management's  best estimates and should be read in connection with the
condensed consolidated financial statements of the Company.



<PAGE>





13.  Financial Information For Guarantors of the Company's Debt (Continued)


                         PRIMEDIA INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                   (UNAUDITED)

                    For the Three Months Ended March 31, 2000
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                            Unrestricted
                                                                              Foreign         Internet                 PRIMEDIA Inc.
                                                               Guarantor    Non-Guarantor   Non-Guarantor                   and
                                               PRIMEDIA Inc.  Subsidiaries  Subsidiaries    Subsidiaries  Eliminations  Subsidiaries
                                              --------------------------------------------------------------------------------------
<S>                                           <C>            <C>            <C>           <C>              <C>          <C>
Sales, net                                    $         -    $   402,275    $    1,522    $      8,818     $ (8,165)    $   404,450
Operating costs and expenses:
     Cost of goods sold                                 -         92,575           548           6,668       (3,940)         95,851
     Marketing and selling                              -         79,046           478           7,881         (930)         86,475
     Distribution, circulation and fulfillment          -         68,485           157           2,726            -          71,368
     Editorial                                          -         32,664           108             344            -          33,116
     Other general expenses                             -         47,290           243           5,852            -          53,385
     Corporate administrative expenses              7,936              -             -             176            -           8,112
     Depreciation of property and equipment           450          9,964            25             849            -          11,288
     Amortization of intangible assets, excess
        of purchase price over net assets
        acquired and other                            127         33,936           188             133            -          34,384
     Non-cash compensation                         14,792              -             -               -            -          14,792
     Integration costs                              6,319              -             -               -            -           6,319
     Gain on sale of investments and other              -           (303)            -         (10,689)           -         (10,992)
                                              --------------------------------------------------------------------------------------

Operating income (loss)                           (29,624)        38,618          (225)         (5,122)      (3,295)            352
Other income (expense):
     Interest expense                             (36,836)        (1,427)          (93)              -            -         (38,356)
     Amortization of deferred financing costs           -           (938)            -              (1)           -            (939)
     Equity in losses of subsidiaries             (47,837)             -             -               -       47,837               -
     Intercompany management fees and interest     74,683        (74,683)            -               -            -               -
     Other, net                                       183           (425)          (93)           (153)           -            (488)
                                              --------------------------------------------------------------------------------------

Net loss                                      $   (39,431)   $   (38,855)   $     (411)   $     (5,276)    $ 44,542     $   (39,431)
                                              ======================================================================================

</TABLE>

<PAGE>





13. Financial Information For Guarantors of the Company's Debt (Continued)


                         PRIMEDIA INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATING BALANCE SHEET
                                   (UNAUDITED)

                                 March 31, 2000
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                        Unrestricted
                                                                           Foreign        Internet                     PRIMEDIA Inc.
                                                          Guarantor      Non-Guarantor  Non-Guarantor                       and
                                          PRIMEDIA Inc.  Subsidiaries    Subsidiaries   Subsidiaries   Eliminations    Subsidiaries
                                        -------------------------------------------------------------------------------------------

ASSETS
Current assets:
<S>                                     <C>              <C>            <C>             <C>             <C>             <C>
    Cash and cash equivalents           $    16,888      $     10,839   $       3,154   $       809     $         -     $    31,690
    Accounts receivable, net                    640           232,910             749         4,307               -         238,606
    Intercompany receivables                147,766           156,939           5,167           711        (310,583)              -
    Inventories, net                              -            32,124               6         2,117               -          34,247
    Net assets held for sale                      -           133,399             431             -               -         133,830
    Prepaid expenses and other                6,663            43,058              84         2,244               -          52,049
                                        -------------------------------------------------------------------------------------------
       Total current assets                 171,957           609,269           9,591        10,188        (310,583)        490,422

Property and equipment, net                   7,404           127,585             178        16,822               -         151,989
Investment in subsidiaries                1,246,022                 -               -             -      (1,246,022)              -
Other intangible assets, net                  2,921           562,124             859         1,588               -         567,492
Excess of purchase price over net
  assets acquired, net                      (13,437)        1,103,790           3,474         4,881               -       1,098,708
Deferred income tax asset, net              176,200                 -               -             -               -         176,200
Other non-current assets                     18,663            99,456              12        49,531               -         167,662
                                        -------------------------------------------------------------------------------------------
                                        $ 1,609,730      $  2,502,224   $      14,114   $    83,010     $(1,556,605)    $ 2,652,473
                                        ===========================================================================================


LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
    Accounts payable                    $       551      $     81,371   $         300   $       920     $         -     $    83,142
    Intercompany payables                  (547,641)          753,996          16,987        87,241        (310,583)              -
    Accrued interest payable                 23,615                 -               -             -               -          23,615
    Accrued expenses and other               70,912           130,871             218         2,705               -         204,706
    Deferred revenues                             -           173,692             627         4,063               -         178,382
    Current maturities of long-term debt      7,257            15,671               -            23               -          22,951
                                         ------------------------------------------------------------------------------------------
       Total current liabilities           (445,306)        1,155,601          18,132        94,952        (310,583)        512,796
                                        -------------------------------------------------------------------------------------------

Long-term debt                            1,788,931            31,753               -            28               -       1,820,712
                                        -------------------------------------------------------------------------------------------
Intercompany notes payable                        -         2,345,394               -             -      (2,345,394)              -
                                        -------------------------------------------------------------------------------------------
Other non-current liabilities                     -            28,088             253         1,916               -          30,257
                                        -------------------------------------------------------------------------------------------
Exchangeable preferred stock                560,097                 -               -             -               -         560,097
                                        -------------------------------------------------------------------------------------------
Common stock subject to redemption              778                 -               -             -               -             778
                                        -------------------------------------------------------------------------------------------

Shareholders' deficiency:
    Common stock                              1,503                 -               -             -               -           1,503
    Additional paid-in capital              973,804                 -               -             -               -         973,804
    Accumulated deficit                  (1,255,904)       (1,056,853)         (4,356)      (38,163)      1,099,372      (1,255,904)
    Accumulated other comprehensive
      income (loss)                               -            (1,759)             85        24,277               -          22,603
    Unearned stock grant compensation       (12,896)                -               -             -               -         (12,896)
    Common stock in treasury, at cost        (1,277)                -               -             -               -          (1,277)
                                        -------------------------------------------------------------------------------------------
       Total shareholders' deficiency      (294,770)       (1,058,612)         (4,271)      (13,886)      1,099,372        (272,167)
                                        -------------------------------------------------------------------------------------------
                                        $ 1,609,730      $  2,502,224   $      14,114   $    83,010     $(1,556,605)    $ 2,652,473
                                        ===========================================================================================
</TABLE>


<PAGE>






13.  Financial Information For Guarantors of the Company's Debt (Continued)


                         PRIMEDIA INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

                    For the Three Months Ended March 31, 2000
                             (dollars in thousands)
<TABLE>
<CAPTION>


                                                                                            Unrestricted
                                                                               Foreign        Internet                 PRIMEDIA Inc.
                                                               Guarantor    Non-Guarantor   Non-Guarantor                  and
                                             PRIMEDIA Inc.   Subsidiaries    Subsidiaries   Subsidiaries  Eliminations Subsidiaries
                                             ---------------------------------------------------------------------------------------


Operating activities:
<S>                                            <C>            <C>            <C>            <C>            <C>          <C>
   Net loss                                    $  (39,431)    $   (38,855)   $   (411)      $   (5,276)    $   44,542   $   (39,431)
   Adjustments to reconcile net loss to
     net cash provided by (used in) operating
     activities:
     Depreciation and amortization                    577          44,838         213              983              -        46,611
     Accretion of discount on acquisition
      obligation and other                            157             781           -                -              -           938
     Non-cash compensation                         14,792               -           -                -              -        14,792
     Gain on sale of investments and other              -            (303)          -          (10,689)             -       (10,992)
     Equity in losses of subsidiaries              47,837               -           -                -        (47,837)            -
     Intercompany (income) expense                (74,683)         67,448           -            3,940          3,295             -
     Other, net                                         -             (77)         14                -              -           (63)
   Changes in operating assets and liabilities:
   (Increase) decrease in:
     Accounts receivable, net                        (595)         (7,458)        (85)          (1,426)             -        (9,564)
     Inventories, net                                   -          (2,468)          2               (1)             -        (2,467)
     Prepaid expenses and other                       (63)        (10,159)        (15)          (4,374)             -       (14,611)
   Increase (decrease) in:
     Accounts payable                              (2,891)        (16,762)       (115)              65              -       (19,703)
     Accrued interest payable                       4,236               -           -                -              -         4,236
     Accrued expenses and other                     1,876         (22,147)         16           (1,231)             -       (21,486)
     Deferred revenues                                  -           5,086           -            1,057              -         6,143
     Other non-current liabilities                     (1)           (353)         (1)               5              -          (350)
                                              --------------------------------------------------------------------------------------
       Net cash provided by (used in)
         operating activities                     (48,189)         19,571        (382)         (16,947)             -       (45,947)
                                              --------------------------------------------------------------------------------------

Investing activities:
   Additions to property, equipment and
     other, net                                      (159)         (9,395)          -           (7,019)             -       (16,573)
   Proceeds from sales of investments
     and other                                          -           3,000           -           11,284              -        14,284
   Payments for businesses acquired                     -          (3,728)          -             (189)             -        (3,917)
   Payments for other investments                  (6,725)             71           -           (4,890)             -       (11,544)
                                              --------------------------------------------------------------------------------------
       Net cash used in investing activities       (6,884)        (10,052)          -             (814)             -       (17,750)
                                              --------------------------------------------------------------------------------------


Financing activities:
   Intercompany activity                           (7,065)        (11,679)        578           18,166              -             -
   Borrowings under credit agreements             206,000               -         276                -              -       206,276
   Repayments of borrowings under credit
     agreements                                  (113,000)              -        (289)               -              -      (113,289)
   Proceeds from issuances of common
     stock, net of redemptions                      4,715               -           -                -              -         4,715
   Taxes paid associated with stock option
     exercises                                    (16,891)              -           -                -              -       (16,891)
   Dividends paid to preferred stock
     shareholders                                 (13,266)              -           -                -              -       (13,266)
   Deferred financing costs paid                        -            (174)          -                -              -          (174)
   Other                                              (53)           (592)          -                -              -          (645)
                                              --------------------------------------------------------------------------------------
       Net cash provided by (used in)
         financing activities                      60,440         (12,445)        565           18,166              -        66,726
                                              --------------------------------------------------------------------------------------

Increase (decrease) in cash and cash
   equivalents                                      5,367          (2,926)        183              405              -         3,029
Cash and cash equivalents, beginning of
   period                                          11,521          13,765       2,971              404              -        28,661
                                              --------------------------------------------------------------------------------------
Cash and cash equivalents, end of period      $    16,888     $    10,839    $  3,154     $        809     $        -   $    31,690
                                              ======================================================================================



</TABLE>







<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 has  realigned  its segment  reporting  to conform to its new  strategic
direction,  including  organization,  management  and  growth  initiatives.  The
Company's  two new segments are consumer  (including  both  traditional  and new
media operations) and  business-to-business  (including both traditional and new
media operations).  The Company's  traditional media operations exclude Non-Core
Businesses  and pro forma  Internet (new media)  operations.  Pro forma Internet
(new media) operations reflect certain  adjustments  including the allocation of
bundled  revenues  and  various  intercompany  expenses.  The  consumer  segment
includes PRIMEDIA Consumer  Magazines,  PRIMEDIA Enthusiast Group, Films for the
Humanities  and  Sciences,  Channel One  Communications,  HPC  Publications  and
related Internet operations.  The business-to business segment includes PRIMEDIA
Intertec,  Bacon's, PRIMEDIA Information,  QWIZ, Inc., Pictorial, Inc., PRIMEDIA
Workplace Learning and related Internet operations.

Management believes a meaningful comparison of the results of operations for the
three  months  ended  March 31,  2000 and 1999 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").   The  Non-Core  Businesses  include  the
supplemental education group (which includes Weekly Reader Corporation, PRIMEDIA
Reference Inc. and American  Guidance Service Inc.) ("SEG"),  which was divested
in the fourth quarter of 1999. Management believes that this presentation is the
most useful way to analyze the historical trends of the businesses.

Prior period  results have been  restated to reflect the  Company's  new segment
reporting and reclassification of SEG as a non-core business.

Earnings  before   interest,   taxes,   depreciation,   amortization,   non-cash
compensation, integration costs, provision for one-time charges and gain on sale
of  investments  and other,  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. This measure may not be comparable to similarly
titled measures used by other companies.


<PAGE>
<TABLE>
<CAPTION>

                                        PRIMEDIA Inc. and Subsidiaries
                                 Unaudited Results of Consolidated Operations
                                            (dollars in thousands)


                                                                                   Three Months Ended
                                                                                        March 31,
                                                                                 2000                  1999
                                                                          ----------------     -----------------
Sales, Net:
<S>                                                                      <C>                   <C>

      Continuing Businesses:
           Consumer                                                       $       272,194       $       253,347
           Business-to-business                                                   132,256               124,785
                                                                          ----------------     -----------------
               Subtotal                                                           404,450               378,132
      Non-Core Businesses                                                               -                33,004
                                                                          ----------------     -----------------
               Total                                                      $       404,450       $       411,136
                                                                          ================     =================


EBITDA:
      Continuing Businesses:
           Consumer                                                       $        44,071       $        50,820
           Business-to-business                                                    20,184                22,381
           Corporate                                                               (8,112)               (6,967)
                                                                          ----------------     -----------------
               Subtotal                                                            56,143                66,234
      Non-Core Businesses                                                               -                 9,165
                                                                          ----------------     -----------------
               Total                                                      $        56,143       $        75,399
                                                                          ================     =================


Operating Income (Loss):
      Continuing Businesses:
           Consumer                                                       $        18,535       $        22,194
           Business-to-business                                                       927               (20,961)
           Corporate                                                              (19,110)               (7,216)
                                                                          ----------------     -----------------
               Subtotal                                                               352                (5,983)
      Non-Core Businesses                                                               -                 2,659
                                                                          ----------------     -----------------
               Total                                                                  352                (3,324)

Other Expense:
      Interest expense                                                            (38,356)              (40,418)
      Amortization of deferred
           financing costs                                                           (939)                 (708)
      Other, net                                                                     (488)               (1,544)
                                                                          ----------------     -----------------
Net Loss                                                                  $       (39,431)      $       (45,994)
                                                                          ================     =================
</TABLE>




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

Three months Ended March 31, 2000 Compared to Three months Ended March 31, 1999:

Consolidated Results:

Total  sales  decreased  1.6% to  $404,450  in the  first  quarter  of 2000 from
$411,136 in the 1999 period. Sales from Continuing  Businesses increased 7.0% to
$404,450  in  2000  from  $378,132  in 1999  due to  growth  in  both  segments.
Traditional media sales from continuing businesses increased 5.9% to $395,632 in
2000 from $373,442 in 1999 due to growth in both segments.  New media sales from
continuing  businesses increased 88.0% to $8,818 in 2000 from $4,690 in 1999 due
to growth in both segments.

Total EBITDA  decreased  25.5% to $56,143 in 2000 from  $75,399 in 1999.  EBITDA
from  Continuing  Businesses  decreased 15.2% to $56,143 in 2000 from $66,234 in
1999 due to decreases in both segments. Traditional media EBITDA from continuing
businesses in 2000 was essentially flat compared to 1999.

Total  operating  income  (loss) was $352 in 2000  compared to $(3,324) in 1999.
Operating income (loss) from Continuing  Businesses was $352 in 2000 compared to
$(5,983)  in 1999.  This change was due to the gain on sale of  investments  and
other  recorded  during the first quarter of 2000 and the $22,000 charge related
to  product-line  closures at PRIMEDIA  Workplace  Learning  recorded during the
first quarter of 1999,  partially  offset by the decrease in EBITDA and non-cash
compensation and integration costs recorded during 2000.

Interest  expense  decreased  by 5.1% in the first  quarter of 2000  compared to
1999. This decrease is the result of the use of proceeds from the sale of SEG to
repay debt  during the fourth  quarter of 1999,  as well as reduced  acquisition
activity during the first quarter of 2000.


Consumer:

Sales from Continuing Businesses increased 7.4% to $272,194 in the first quarter
of 2000  from  $253,347  in 1999 due  primarily  to  double-digit  growth at the
apartment  guides,  as  well as  strong  advertising  at  certain  consumer  and
enthusiast  properties.  These  increases were  partially  offset by weakness at
Channel  One  due  to  lower  levels  of  advertising  by  certain  advertisers.
Traditional media sales from continuing businesses increased 6.8% to $267,957 in
2000 from $250,868 in 1999. New media sales from continuing businesses increased
70.9% to $4,237 in 2000 from  $2,479 in 1999  primarily  due to an  increase  in
consumer guide Internet advertising.

EBITDA  from  Continuing  Businesses  decreased  13.3% to  $44,071  in 2000 from
$50,820 in 1999. The EBITDA margin for Continuing  Businesses decreased to 16.2%
in 2000 from 20.1% in 1999.  The  decreased  margin is  reflective  of increased
Internet spending primarily at HPC Publications,  lower levels of advertising at
Channel One and higher circulation costs at the consumer magazines.  Traditional
media EBITDA from continuing businesses in 2000 was essentially flat compared to
1999. The traditional media EBITDA margin from continuing  businesses  decreased
to 20.2% in 2000  from  21.6% in 1999 due to  lower  levels  of  advertising  at
Channel One and higher circulation costs at the consumer magazines.

Operating income from Continuing  Businesses  decreased 16.5% to $18,535 in 2000
from  $22,194  in  1999.   The  decrease  in  operating   income  was  primarily
attributable to the decrease in EBITDA.


Business-to-Business:

Sales from Continuing Businesses increased 6.0% to $132,256 in the first quarter
of 2000 from  $124,785 in 1999.  The increase is primarily  attributable  to the
growth at certain business-to-business magazines and trade shows and at Bacon's,
which has launched new on-line products. Traditional media sales from continuing
business  increased  4.2% to $127,675 in 2000 from  $122,574 in 1999.  New media
sales from continuing  businesses increased 107.2% to $4,581 in 2000 from $2,211
in 1999  primarily due to growth at Digibid,  an online auction site, as well as
new on-line products at Bacon's.

EBITDA from Continuing Businesses decreased 9.8% to $20,184 in 2000 from $22,381
in 1999.  The EBITDA margin  decreased to 15.3% in 2000 from 17.9% in 1999.  The
decrease  in the margin is  reflective  of  increased  Internet  investment  and
weakness at PRIMEDIA  Workplace  Learning  due to higher  marketing  and selling
expenses.  Traditional media EBITDA from continuing businesses increased 5.3% to
$24,317 in 2000 from $23,099 in 1999. The  traditional  media EBITDA margin from
continuing  businesses  increased  slightly to 19.0% in 2000 from 18.8% in 1999.
The increased margin was offset by weakness at PRIMEDIA  Workplace  Learning due
to higher marketing and selling expenses.

Operating  income (loss) from  Continuing  Businesses  increased to $927 in 2000
from  $(20,961)  in  1999.  The  increase  in  operating   income  is  primarily
attributable  to the $22,000  provision  for  product-line  closures,  which was
recorded during the first quarter of 1999.


Internet Operations:

The following presents information related to the Company's Internet operations.
The results are pro forma for the first three  months of 1999 and present  these
Internet  operations as if they were  conducted as stand-alone  businesses.  Pro
forma  adjustments  include  the  allocation  of bundled  revenues  and  various
intercompany expenses.

The Company applied standard  Internet  industry ranges and methodologies to its
historical  operating  results to  calculate  pro forma  results  related to the
following on-line transactions:  sales of print products,  third-party commerce,
proprietary product sales, subscriptions,  display and classified advertisements
and pay-per-use services.

In June  1999,  intercompany  agreements  were put in place and the  methodology
utilized in the previous 18 months was  consistent  with and  incorporated  into
these  agreements.  The following pro forma information was prepared as if these
intercompany agreements were in place effective January 1, 1999.

The Company believes the accounting used for the pro forma adjustments  provides
a  reasonable  basis on which to present  the pro forma  results.  The pro forma
Internet information is provided for informational  purposes only, should not be
construed  to be  indicative  of  the  historical  results  had  these  Internet
operations  been  operated  as  stand-alone  operations  and is not  intended to
project future results of operations of the Internet businesses.


                                       PRIMEDIA Inc. and Subsidiaries
                                              Internet Operations
                                          Three Months Ended March 31,

<TABLE>
<CAPTION>
                                                                                        1999
                                           2000                  1999                Pro Forma                    1999
                                          Actual                Actual              Adjustments                Pro Forma
                                    -----------------      ---------------      ------------------        ------------------
<S>                                 <C>                    <C>                  <C>                       <C>

Internet Revenues:
   Consumer                         $          4,237       $          367       $           2,112 (1)     $           2,479
   Business-to-business                        4,581                2,211                     -                       2,211
                                    -----------------      ---------------      ------------------        ------------------
     Total                          $          8,818       $        2,578       $           2,112         $           4,690
                                    =================      ===============      ==================        ==================

Internet EBITDA (Loss) :
   Consumer                         $        (10,076)      $       (2,628)      $            (712)(2)     $          (3,340)
   Business-to-business                       (4,133)                 704                  (1,422)(2)                  (718)
   Corporate                                    (620)                (318)                   (134)(2)                  (452)
                                    -----------------      ---------------      ------------------        ------------------
     Total                          $        (14,829)      $       (2,242)      $          (2,268)        $          (4,510)
                                    =================      ===============      ==================        ==================
</TABLE>

(1) Represents  the  intercompany  allocation of the on-line  portion of bundled
classified ad sales related to the consumer guides.

(2)  Represents  intercompany  commissions  charged  by  the  traditional  media
businesses  to the Internet  businesses  primarily for on-line  advertising  and
subscriptions,  intercompany  advertising  expense as well as  general  overhead
allocations.



Liquidity and Capital Resources

Consolidated  working capital deficiency  including net assets held for sale and
current  maturities of long-term  debt was $22,374 at March 31, 2000 as compared
to  $200,458 at December  31,  1999.  Consolidated  working  capital  deficiency
primarily  reflects the recording of deferred revenues as a current liability as
well as the expensing of most  advertising,  editorial  and product  development
costs as incurred.  Consolidated  working capital deficiency  decreased at March
31, 2000 primarily due to the  reclassification of the assets and liabilities of
Pictorial,  Inc., QWIZ, Inc. and several business directories to net assets held
for sale.

Net cash used in  operating  activities  during the three months ended March 31,
2000, after interest payments of $32,524 was $45,947, compared to $16,750 during
the same 1999 period, due primarily to increased Internet  investments,  as well
as other working capital changes. Net additions to property, equipment and other
were $16,573  during the three  months ended March 31, 2000  compared to $12,381
during the 1999 period due  primarily to increased  spending on new office space
and capitalized  software  expenditures  associated with the Company's  Internet
operations.  Net cash used in investing activities during the three months ended
March 31, 2000 decreased to $17,750 compared to $52,610 in the same 1999 period,
due to the  lower  level  of  acquisition  spending  in  2000,  as  well  as the
realization of additional  proceeds from the sales of  investments  and other in
2000.  Net cash provided by financing  activities  during the three months ended
March 31, 2000 was  $66,726  compared  to $83,308 in the same 1999  period.  The
decrease was primarily  attributable  to taxes paid associated with stock option
exercises.

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.



Impact of Inflation

The impact of inflation was  immaterial  during 1999 and through the first three
months of 2000.  In the first  three  months of 2000,  paper  costs  represented
approximately  7% 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.  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.

Impact of the Year 2000

In late 1999, the Company completed its remediation and testing of systems.  The
Company  expended  approximately  $5,000  during  1999 for a total of $13,000 in
connection with  remediating its systems.  These costs were  attributable to the
ongoing system  improvements  of the Company and addressed the year 2000 problem
at the same time. As a result of those planning and implementation  efforts, the
Company experienced no significant  disruptions in mission critical  information
technology and non-information technology systems and those systems successfully
responded  to the year 2000 date  change.  The Company has not  experienced  any
material problems resulting from year 2000 issues, either with its products, its
internal  systems,  or the products and services of third  parties.  The Company
will continue to monitor its mission critical computer applications and those of
its  suppliers  and vendors  throughout  the year 2000 to ensure that any latent
year 2000 matters that may arise are  addressed  promptly.  Although the Company
believes it has taken appropriate steps to address the year 2000 problem,  there
is no guarantee that the Company's efforts will prevent an unanticipated  event,
which may have a  material  adverse  impact on the  results  of  operations  and
financial condition.

Forward-Looking Information

This report contains certain forward-looking statements concerning the Company's
operations,  economic performance and financial condition.  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 2000,  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 15, 2000                  /s/  Thomas S. Rogers
       -----------------------    ---------------------------------
                                                (Signature)
                                  Chairman, Chief Executive Officer and Director
                                        (Principal Executive Officer)






Date:      May 15, 2000                /s/  Robert J. Sforzo
       ------------------------   ---------------------------------
                                             (Signature)
                                  Senior Vice President and Controller
                                    (Principal Accounting Officer)