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: September 30, 1998


                         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
October 31, 1998: 144,643,021


<PAGE>


                                  PRIMEDIA Inc.

                                      INDEX


                                                                      PAGE

Part I.  Financial Information

 Item 1.   Financial Statements
 -------
           Condensed Consolidated Balance Sheets
           (Unaudited) as of September 30, 1998 and
           December 31, 1997                                            2
         
           Condensed Statements of Consolidated
           Operations (Unaudited) for the nine months
           ended September 30, 1998 and 1997                            3

           Condensed Statements of Consolidated
           Operations (Unaudited) for the three months
           ended September 30, 1998 and 1997                            4

           Condensed Statements of Consolidated
           Cash Flows (Unaudited) for the nine months
           ended September 30, 1998 and 1997                            5

           Notes to Condensed Consolidated
           Financial Statements (Unaudited)                             6-12

 Item 2.   Management's Discussion and Analysis of
 -------   Financial Condition and Results of Operations                13-23

 Item 3.   Quantitative and Qualitative Disclosures About Market Risk   24
 -------


Part II.   Other Information:

 Item 6.   Exhibits and Reports on Form 8-K                             25
 -------

           Signatures                                                   26





<PAGE>




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


                                                                                     September 30,              December 31,
                                                                                         1998                       1997
                                                                                   ---------------            ---------------
                                                                                 (dollars in thousands, except per share amounts)

ASSETS
Current assets:
<S>                                                                                <C>                        <C>           
   Cash and cash equivalents                                                       $       24,215             $       22,978
   Accounts receivable, net                                                               250,081                    199,289
   Inventories, net                                                                        44,289                     27,597
   Net assets held for sale                                                                     -                     38,665
   Prepaid expenses and other                                                              42,696                     33,971
                                                                                   ---------------            ---------------
   Total current assets                                                                   361,281                    322,500

Property and equipment, net                                                               128,716                    116,361
Other intangible assets, net                                                              813,857                    660,268
Excess of purchase price over net assets acquired, net                                  1,379,956                  1,111,785
Deferred income tax asset, net                                                            176,200                    176,200
Other non-current assets                                                                  114,014                     98,876
                                                                                   ---------------            ---------------
                                                                                   $    2,974,024             $    2,485,990
                                                                                   ===============            ===============

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
   Accounts payable                                                                $       94,914             $       95,546
   Accrued interest payable                                                                21,818                     13,622
   Accrued expenses and other                                                             321,888                    204,770
   Deferred revenues                                                                      204,735                    140,474
   Current maturities of long-term debt                                                    22,167                     14,333
                                                                                   ---------------            ---------------
   Total current liabilities                                                              665,522                    468,745
                                                                                   ---------------            ---------------

Long-term debt                                                                          1,746,985                  1,656,541
                                                                                   ---------------            ---------------
Other non-current liabilities                                                              55,146                     48,271
                                                                                   ---------------            ---------------
Exchangeable preferred stock                                                              557,347                    470,280
                                                                                   ---------------            ---------------
Common stock subject to redemption  ($.01 par value,  394,120 shares and 402,650
   shares outstanding at September 30, 1998 and December 31, 1997, respectively)            3,772                      4,376
                                                                                   ---------------            ---------------
Shareholders' deficiency:
   Common stock ($.01 par value,  146,794,301  shares and  129,797,078  shares
   issued at September 30, 1998 and December 31, 1997, respectively)                        1,468                      1,298
   Additional paid-in capital                                                             978,792                    780,191
   Accumulated deficit                                                                 (1,005,172)                  (929,011)
   Accumulated other comprehensive loss                                                    (1,663)                    (1,543)
   Common stock in treasury, at cost (2,281,200 shares and 1,048,600 shares at
     September 30, 1998 and December 31, 1997, respectively)                              (28,173)                   (13,158)
                                                                                   ---------------            ---------------
   Total shareholders' deficiency                                                         (54,748)                  (162,223)
                                                                                   ---------------            ---------------

                                                                                   $    2,974,024             $    2,485,990
                                                                                   ===============            ===============
</TABLE>

            See notes to condensed consolidated financial statements.
<PAGE>

                         PRIMEDIA INC. AND SUBSIDIARIES
           CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                 Nine Months Ended
                                                                                                    September 30,

                                                                                         1998                       1997
                                                                                   ---------------            --------------
                                                                                (dollars in thousands, except per share amounts)
Sales, net:
<S>                                                                                <C>                        <C>           
  Specialty Magazines                                                              $      672,382             $      556,990
  Education                                                                               233,117                    326,480
  Information                                                                             221,833                    206,527
                                                                                   ---------------            ---------------
Total sales, net                                                                        1,127,332                  1,089,997

Operating costs and expenses:
  Cost of goods sold                                                                      265,898                    247,298
  Marketing and selling                                                                   202,555                    204,514
  Distribution, circulation and fulfillment                                               192,664                    195,910
  Editorial                                                                               105,387                     90,300
  Other general expenses                                                                  119,324                    120,715
  Corporate administrative expenses                                                        19,725                     19,256
  Depreciation and amortization of property and equipment                                  29,533                     26,910
  (Gain) loss on the sales of businesses, net and other                                    (7,216)                   138,640
  Amortization of intangible assets, excess of purchase
     price over net assets acquired and other                                             116,983                     98,784
                                                                                   ---------------            ---------------

Operating income (loss)                                                                    82,479                    (52,330)
Other income (expense):
  Interest expense                                                                       (105,455)                  (103,728)
  Amortization of deferred financing costs                                                 (2,307)                    (2,323)
  Other, net                                                                                 (858)                       176
                                                                                   ---------------            ---------------

Loss before income tax benefit and extraordinary charge                                   (26,141)                  (158,205)
Income tax benefit - carryback claim                                                            -                      1,685
                                                                                   ---------------            ---------------
Loss before extraordinary charge                                                          (26,141)                  (156,520)
Extraordinary charge - extinguishment of debt                                                   -                    (15,401)
                                                                                   ---------------            ---------------
Net loss                                                                                  (26,141)                  (171,921)

Preferred stock dividends:
  Cash                                                                                    (40,879)                   (32,786)
  Non-cash dividends in kind                                                                    -                     (4,451)
  Series B Preferred Stock redemption premium                                              (9,141)                         -
                                                                                   ---------------            ---------------
Loss applicable to common shareholders                                             $      (76,161)            $     (209,158)
                                                                                   ===============            ===============

Basic and diluted loss applicable to common shareholders per common share
  Loss before extraordinary charge                                                 $         (.54)            $        (1.50)
  Extraordinary charge                                                                          -                      (0.12)
                                                                                   ---------------           ----------------
  Net loss                                                                         $         (.54)            $        (1.62)
                                                                                   ===============           ================

Basic and diluted common shares outstanding                                           141,861,758                129,271,743
                                                                                   ===============           ================
</TABLE>

            See notes to condensed consolidated financial statements.
<PAGE>

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

                                                                                                Three Months Ended
                                                                                                    September 30,

                                                                                         1998                        1997
                                                                                   ---------------            ----------------
                                                                                (dollars in thousands, except per share amounts)
Sales, net:
<S>                                                                                <C>                        <C>            
  Specialty Magazines                                                              $      230,808             $       193,513
  Education                                                                                89,651                     105,125
  Information                                                                              71,837                      70,306
                                                                                   ---------------            ----------------
Total sales, net                                                                          392,296                     368,944

Operating costs and expenses:
  Cost of goods sold                                                                       95,274                      87,635
  Marketing and selling                                                                    71,694                      65,796
  Distribution, circulation and fulfillment                                                63,954                      68,661
  Editorial                                                                                35,049                      30,623
  Other general expenses                                                                   42,628                      39,876
  Corporate administrative expenses                                                         6,503                       6,546
  Depreciation and amortization of property and equipment                                  10,522                       8,686
  (Gain) loss on the sales of businesses, net and other                                    (5,367)                    138,640
   Amortization of intangible assets, excess of purchase
     price over net assets acquired and other                                              42,256                      34,807
                                                                                   ---------------            ----------------

Operating income (loss)                                                                    29,783                    (112,326)
Other income (expense):
  Interest expense                                                                        (37,663)                    (34,765)
  Amortization of deferred financing costs                                                   (722)                       (741)
  Other, net                                                                                 (582)                        158
                                                                                   ---------------            ----------------
Net loss                                                                                   (9,184)                   (147,674)

Preferred stock dividends:
  Cash                                                                                    (13,333)                    (12,456)
                                                                                   ---------------            ----------------
Loss applicable to common shareholders                                             $      (22,517)            $      (160,130)
                                                                                   ===============            ================

Basic and diluted loss applicable to common shareholders per
  common share                                                                     $         (.15)            $         (1.24)
                                                                                   ===============            ================

Basic and diluted common shares outstanding                                           145,238,934                 129,411,579
                                                                                   ===============            ================
</TABLE>

            See notes to condensed consolidated financial statements.
<PAGE>


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

                                                                                               Nine Months Ended
                                                                                                  September 30,

                                                                                         1998                 1997
                                                                                   ---------------       --------------
                                                                                            (dollars in thousands)

Operating activities:
<S>                                                                                <C>                   <C>           
  Net loss                                                                         $      (26,141)       $    (171,921)
  Adjustments to reconcile net loss to net cash provided by
     operating activities:
       Depreciation and amortization                                                      148,823              128,017
       Non cash (gain) loss on the sales of businesses, net and other                     (21,291)             138,640
       Accretion of discount on acquisition obligation,
         distribution advance and other                                                     7,397                4,957
       Extraordinary charge - extinguishment of debt                                            -               15,401
       Other, net                                                                             668                  (21)
     Changes in operating assets and liabilities:
      (Increase) decrease in:
        Accounts receivable, net                                                          (13,727)              (9,798)
        Inventories, net                                                                   (5,503)               4,474
        Prepaid expenses and other                                                        (11,473)             (14,619)
      Increase (decrease) in:
        Accounts payable                                                                   (9,568)             (26,956)
        Accrued interest payable                                                            8,196              (12,483)
        Accrued expenses and other                                                        (28,544)             (14,232)
        Deferred revenues                                                                  12,425                8,672
        Other non-current liabilities                                                     (11,170)              (4,014)
                                                                                   ---------------       --------------

        Net cash provided by operating activities                                          50,092               46,117
                                                                                   ---------------       --------------

Investing activities:
  Additions to property, equipment and other, net                                         (27,794)             (22,305)
  Proceeds from sales of businesses                                                        67,290              111,972
  Payments for businesses acquired                                                       (393,122)            (182,570)
  Investments in joint ventures                                                            (4,871)                   -
                                                                                   ---------------       --------------

        Net cash used in investing activities                                            (358,497)             (92,903)
                                                                                   ---------------       --------------

Financing activities:
  Borrowings under credit agreements                                                      697,511              739,031
  Repayments of borrowings under credit agreements                                       (848,400)            (547,200)
  Payments of acquisition obligation                                                       (3,000)              (3,000)
  Proceeds from issuances of common stock, net of redemptions                             201,408                6,362
  Redemptions and purchases of 10 5/8% Senior Notes                                             -             (242,787)
  Redemption of Series B Preferred Stock                                                 (166,739)                   -
  Proceeds from issuance of Series E Preferred Stock, net of issuance costs                     -              121,450
  Proceeds from issuance of 7 5/8% Senior Notes, net of discount                          248,562                    -
  Proceeds from issuance of Series G Preferred Stock, net of issuance costs               241,911                    -
  Purchases of common stock for the treasury                                              (15,015)              (6,971)
  Dividends paid to preferred stock shareholders                                          (39,754)             (32,786)
  Deferred financing costs paid                                                            (5,320)              (1,821)
  Other                                                                                    (1,522)                (454)
                                                                                   ---------------       --------------

        Net cash provided by financing activities                                         309,642               31,824
                                                                                   ---------------       --------------

Increase (decrease) in cash and cash equivalents                                            1,237              (14,962)
Cash and cash equivalents, beginning of period                                             22,978               36,655
                                                                                   ---------------       --------------
Cash and cash equivalents, end of period                                           $       24,215        $      21,693
                                                                                   ===============       ==============

Supplemental information:
  Cash interest paid                                                               $       91,892        $     113,215
                                                                                   ===============       ==============

            See notes to condensed consolidated financial statements.


</TABLE>

<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.  Certain  reclassifications
have  been  made to the  prior  year  financial  statements  to  conform  to the
classifications  used in the current period. The operating results for the three
and nine-month periods ended September 30 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,  education and information.  In the first quarter of 1998,
the Company reclassified  PRIMEDIA Reference from the information segment to the
education  segment and has restated  prior  periods  accordingly.  The Company's
management  believes that the education  segment is more reflective of the focus
of the PRIMEDIA Reference products.

In 1998,  the  Company  adopted  Statement  of  Financial  Accounting  Standards
("SFAS") No. 130, "Reporting  Comprehensive  Income" (see Note 12). In 1998, the
Company  adopted  the  American  Institute  of  Certified  Public   Accountants'
("AICPA")  Statement  of Position  ("SOP")  98-1,  "Accounting  for the Costs of
Computer  Software  Developed or Obtained for Internal Use". Under the Company's
previous  accounting policy,  internal use software costs,  whether developed or
obtained,  were generally expensed as incurred. In compliance with SOP 98-1, the
Company   expenses  costs  incurred  in  the  preliminary   project  stage  and,
thereafter,  capitalizes  costs  incurred  in the  developing  or  obtaining  of
internal use software.  Certain  costs,  such as maintenance  and training,  are
expensed as incurred.  Capitalized costs are amortized over a period of not more
than five years and are subject to impairment  evaluation in accordance with the
provisions of SFAS No. 121,  "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived  Assets to Be Disposed Of". The adoption of SOP 98-1 resulted
in an increase in operating  income and a decrease in net loss of  approximately
$2,400 ($.02 per share) and approximately  $6,600 ($.05 per share) for the three
and nine months ended September 30, 1998, respectively.

On April 3, 1998, the AICPA issued SOP 98-5, "Reporting on the Costs of Start-Up
Activities"  which  requires  that  costs  of  start-up  activities,   including
organizational  costs, be expensed as incurred.  This SOP will be effective with
the  Company's  1999  consolidated  financial  statements.  In  June  1998,  the
Financial  Accounting  Standards  Board  issued  SFAS No. 133,  "Accounting  for
Derivative  Instruments and Hedging  Activities" which becomes effective for the
Company's 2000  consolidated  financial  statements.  SFAS No. 133 requires that
derivative  instruments  be measured at fair value and  recognized  as assets or
liabilities in a company's  statement of financial  position.  In the opinion of
the Company's  management,  it is not anticipated that the adoption of these new
accounting  pronouncements  will  have a  material  effect  on the  consolidated
financial statements of the Company.

2.       Acquisitions and Joint Ventures

During the nine-month  period ended  September 30, 1998,  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 $393,122 (net of liabilities assumed of approximately
$228,000)  including certain  immaterial  purchase price adjustments  related to
prior year acquisitions.  The excess purchase price over net assets acquired was
approximately $271,000.

The preliminary  purchase cost allocations for the 1998 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
September  30,  1998;  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, 1997, they would not have had a material
impact on the results of operations for the three and  nine-month  periods ended
September 30, 1997 and 1998.

In the first quarter of 1998, the Company created PRIMEDIA  Ventures,  a fund to
invest in early-stage Internet companies and other technology opportunities such
as commerce services,  enterprise software applications and  advertising-related
technologies.  Its investments include an on-line wedding gift registry service,
a joint venture in China to publish trade magazines in Chinese language editions
and subscription based internet services for building relationships.

3.       Non-Core Businesses

In 1997, as part of its strategy to focus on areas of its business that have the
greatest  potential  for growth,  the Company  divested 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, Intertec Mailing Services and
New Woman.

During  the  second  quarter  of 1998,  the  Company  completed  the sale of the
outstanding  common stock of Nelson  Publications,  Inc.  ("Nelson")  to Thomson
Information  Services  Inc.  During  the  third  quarter  of 1998,  the  Company
completed its formal divestiture  program with the sale of The Daily Racing Form
to a group of investors led by the merchant banking  affiliate of Alpine Capital
Group of New York and journalist Steven Crist (See Item 6 - Exhibits and Reports
on Form 8-K). In connection  with the sales of Nelson and The Daily Racing Form,
the Company  recorded  gains  which are  included in (gain) loss on the sales of
businesses,   net  and  other  on  the  accompanying   condensed  statements  of
consolidated operations for the nine months ended September 30, 1998.

In 1998, the Company also decided to divest and discontinue  certain  enthusiast
titles and Funk and Wagnall's products.  All of the aforementioned  divestitures
and  product   discontinuations   are  collectively   referred  to  as  Non-Core
Businesses.

Total sales for the  Non-Core  Businesses  were $6,228 and $72,015 for the three
months ended September 30, 1998 and 1997, respectively, and $41,780 and $227,500
for the nine months ended September 30, 1998 and 1997,  respectively.  Operating
income (loss) for the Non-Core  Businesses  was $14,717 and  $(131,690)  for the
three months ended  September 30, 1998 and 1997,  respectively,  and $27,015 and
$(121,595) for the nine months ended September 30, 1998 and 1997, respectively.


<PAGE>




4.       Network Shutdown and Restructuring

On  August  1,  1998,  the  Company  discontinued  Executive  Education  Network
("EXEN"),  a PRIMEDIA  Workplace Learning network,  due to  unprofitability  and
increased  competition in this field. As a result, the Company recorded a $4,000
provision related to expected discontinuance costs, which is recorded net of the
gains on the sales of Nelson and The Daily Racing Form. In addition, the Company
recorded a $5,800  write-down of EXEN's excess of purchase price over net assets
acquired and other intangible assets which is included in amortization expense.

During the third quarter of 1998, the Company recorded  approximately  $8,500 of
severance costs related to a  restructuring.  This charge is recorded net of the
gains on the sales of Nelson and The Daily Racing Form.


5.       $9.20 Series E Exchangeable Preferred Stock Exchange Offer

On September  26, 1997,  the Company  completed a private  offering of 1,250,000
shares of $9.20  Series E  Exchangeable  Preferred  Stock  ("Series E  Preferred
Stock") at $100 per share.  On February  17,  1998,  the Company  exchanged  the
1,250,000  shares of Series E  Preferred  Stock  for  1,250,000  shares of $9.20
Series F Exchangeable Preferred Stock ("Series F Preferred Stock"). The terms of
the Series F Preferred Stock are the same as the terms of the Series E Preferred
Stock  except that the Series F Preferred  Stock has been  registered  under the
Securities Act of 1933. The Series F Preferred Stock is exchangeable  into 9.20%
Class F Subordinated  Exchange Debentures due 2009, in whole but not in part, at
the option of the Company on any scheduled  dividend payment date.  Dividends on
the Series F Preferred  Stock accrued and were cumulative from the last dividend
payment  date on which  dividends  were paid on shares of the Series E Preferred
Stock.  The Series E / Series F Preferred Stock is recorded on the  accompanying
condensed  consolidated balance sheets at the aggregate redemption value (net of
unamortized  issuance  costs) of $120,233 and $120,504 at September 30, 1998 and
December 31, 1997, respectively.

6.       Offerings

$8.625 Series G / Series H Exchangeable Preferred Stock

On February  17,  1998,  the Company  completed a private  offering of 2,500,000
shares of $8.625  Series G  Exchangeable  Preferred  Stock  ("Series G Preferred
Stock") at $99.40 per share.  Annual dividends of $8.625 per share on the Series
G Preferred Stock were  cumulative and payable  quarterly,  in cash,  commencing
July 1, 1998. On June 10, 1998,  the Company  exchanged the 2,500,000  shares of
Series G Preferred  Stock for 2,500,000  shares of $8.625 Series H  Exchangeable
Preferred  Stock  ("Series  H  Preferred  Stock").  The  terms  of the  Series H
Preferred Stock are the same as the terms of the Series G Preferred Stock except
that the Series H Preferred Stock has been  registered  under the Securities Act
of 1933. Prior to April 1, 2001, the Company may, at its option, redeem in whole
or in part, up to $125,000 of the aggregate liquidation preference of the Series
H  Preferred  Stock at a price per share of  $108.625  plus  accrued  and unpaid
dividends  to the  redemption  date with the net  proceeds of one or more public
offerings, subject to certain other restrictions. On or after April 1, 2003, the
Series H Preferred  Stock may be redeemed in whole or in part,  at the option of
the Company,  at prices ranging from 104.313% with annual  reductions to 100% in
2006 plus  accrued and unpaid  dividends.  The Company is required to redeem the
Series H  Preferred  Stock on April 1, 2010 at a  redemption  price equal to the
liquidation preference of $100 per share, plus accrued and unpaid dividends. The
Series H  Preferred  Stock is  exchangeable,  in whole  but not in part,  at the
option of the Company,  on any scheduled dividend payment date into 8 5/8% Class
H Subordinated  Exchange  Debentures  due 2010. The Series H Preferred  Stock is
recorded  on  the  accompanying  condensed  consolidated  balance  sheet  at the
aggregate  redemption value (net of unamortized  discount and issuance costs) of
$242,343 at September 30, 1998.

7 5/8% Senior Notes due 2008

On February 17,  1998,  the Company  completed a private  offering of $250,000 7
5/8% Senior Notes due 2008, (" Old 7 5/8% Senior Notes").  The Old 7 5/8% Senior
Notes were issued at 99.425% and mature on April 1, 2008,  with no sinking fund.
Interest on the Old 7 5/8% Senior Notes was payable  semi-annually  in April and
October at the annual  rate of 7 5/8%  commencing  October 1, 1998.  On June 10,
1998,  the Company  exchanged  the Old 7 5/8%  Senior  Notes for a new series of
$250,000 7 5/8% Senior Notes due 2008 ("New 7 5/8% Senior Notes").  The terms of
the New 7 5/8%  Senior  Notes are the same as the terms of the Old 7 5/8% Senior
Notes except that the New 7 5/8% Notes have been registered under the Securities
Act of 1933.  The New 7 5/8% Senior Notes may not be redeemed  prior to April 1,
2003 other than in  connection  with a change of control.  Beginning on April 1,
2003 and  thereafter,  the New 7 5/8% Senior Notes are redeemable in whole or in
part, at the option of the Company,  at prices ranging from 103.813% with annual
reductions  to 100% in 2006 plus  accrued  and unpaid  interest.  The New 7 5/8%
Senior Notes are recorded on the  accompanying  condensed  consolidated  balance
sheet at their  aggregate  redemption  value (net of  unamortized  discount)  of
$248,615 at September 30, 1998.

Net proceeds from these private offerings were used to redeem the $11.625 Series
B Exchangeable Preferred Stock ("Series B Preferred Stock") (see Note 10) and to
repay borrowings outstanding under the Bank Credit Facilities, which amounts may
be reborrowed for general corporate purposes including acquisitions.

7.       Related Party Transactions

On March 18, 1998, KKR 1996 Fund L.P., a Delaware limited partnership affiliated
with Kohlberg Kravis Roberts & Co. ("KKR"), purchased 16,666,667 shares of newly
issued common stock from the Company for  approximately  $200,000 (the "KKR Fund
Investment").  The net  proceeds  (after  issuance  costs)  from  the  KKR  Fund
Investment  were used to repay  borrowings  outstanding  under  the Bank  Credit
Facilities,  which  amounts may be  reborrowed  for general  corporate  purposes
including acquisitions.

8. Inventories, net:

Inventories consist of the following:

                                       September 30,        December 31,
                                           1998                 1997
                                      ------------           -----------
Finished goods                        $     21,717           $    12,271
Work in process                                247                 3,314
Raw materials                               25,828                14,494
                                      ------------           -----------
                                            47,792                30,079
Less allowance for obsolescence              3,503                 2,482
                                      ============           ===========
                                      $     44,289           $    27,597
                                      ============           ===========



<PAGE>



9.       Long-term debt

Long-term debt consists of the following:

                                              September 30,    December 31,
                                                  1998             1997
                                             -------------     ------------
Borrowings under Bank Credit Facilities      $  1,067,212      $  1,218,101
10 1/4% Senior Notes due 2004                     100,000           100,000
 8 1/2% Senior Notes due 2006                     298,976           298,902
 7 5/8% Senior Notes due 2008 (see Note 6)        248,615                 -
                                             ------------      ------------
                                                1,714,803         1,617,003
Acquisition obligation payable                     54,349            53,871
                                             ------------      ------------
                                                1,769,152         1,670,874
Less current portion                               22,167            14,333
                                             ------------      ------------
                                             $  1,746,985      $  1,656,541
                                             ============      ============


In order to hedge its  interest  rate  risk,  the  Company  entered  into  four,
three-year and two, four-year interest rate swap agreements,  which commenced on
January 2, 1998, with an aggregate notional amount of $600,000. Under these swap
agreements,   the  Company  receives  a  floating  rate  of  interest  based  on
three-month LIBOR, which resets quarterly,  and the Company pays a fixed rate of
interest, each quarter, for the terms of the respective agreements. In May 1998,
two interest rate swap  agreements,  which were entered into in May 1995 and had
an aggregate notional amount of $200,000,  expired.  In the first nine months of
1998, the weighted average variable and weighted average fixed interest rates on
these swap agreements were 5.7% and 6.4%, respectively.

On April 20, 1998, the 364-day $150,000 credit facility with The Chase Manhattan
Bank, the Bank of New York, Bankers Trust Company and the Bank of Nova Scotia as
agents expired.  As of September 30, 1998, the Company has total  commitments of
$1,400,000  and can  borrow up to  $1,500,000  in the  aggregate  under its Bank
Credit Facilities.

10.      Exchangeable Preferred Stock

Exchangeable Preferred Stock consists of the following:
<TABLE>
<CAPTION>

                                                       September 30,        December 31,
                                                            1998                1997
                                                        ----------          ----------
<S>                                                     <C>                <C>        
$11.625 Series B Exchangeable Preferred Stock           $       -          $   155,281
$10.00 Series D Exchangeable Preferred Stock              194,771              194,495
$9.20 Series E / Series F Exchangeable Preferred Stock    120,233              120,504
$8.625 Series H Exchangeable Preferred Stock              242,343                    -
                                                        ---------          -----------
                                                        $ 557,347          $   470,280
                                                        =========          ===========

</TABLE>



<PAGE>



$11.625 Series B Exchangeable Preferred Stock

The Company  authorized  2,000,000  shares of $.01 par value  Series B Preferred
Stock,  1,576,036  shares of which were issued and  outstanding  at December 31,
1997. The liquidation and redemption value at December 31, 1997 was $157,604.

On March 20,  1998,  the Company  redeemed  all  outstanding  shares of Series B
Preferred  Stock at a price of  $105.80  per  share,  plus  accrued  and  unpaid
dividends, aggregating approximately $169,000 (see Note 6).


$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
September 30, 1998 and December 31, 1997. The liquidation  and redemption  value
at September 30, 1998 and December 31, 1997 was $200,000.

$9.20 Series E / Series F Exchangeable Preferred Stock

The Company  authorized  1,250,000  shares of $.01 par value Series E / Series F
Preferred  Stock,  all of which was issued and outstanding at September 30, 1998
and December 31, 1997. The  liquidation  and  redemption  value at September 30,
1998 and December 31, 1997 was $125,000 (see Note 5).

$8.625 Series H Exchangeable Preferred Stock

The Company  authorized  2,500,000  shares of $.01 par value  Series H Preferred
Stock,  all of which was issued and  outstanding  at  September  30,  1998.  The
liquidation  and  redemption  value at September 30, 1998 was $250,000 (see Note
6).

11.      Loss per Common Share

Loss per share for the three and nine-month periods ended September 30, 1998 and
1997 has  been  determined  based  on loss  before  extraordinary  charge  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.  The
adoption of SFAS No. 128, "Earnings Per Share", which became effective beginning
in the fourth quarter of 1997,  did not result in the  restatement of previously
reported  loss per share  amounts for the three and nine months ended  September
30, 1997.


<PAGE>



12.      Comprehensive Income

Effective  January  1,  1998,  the  Company  adopted  SFAS No.  130,  "Reporting
Comprehensive  Income." SFAS No. 130 requires the  disclosure  of  comprehensive
income, defined as the change in equity of a business enterprise during a period
from transactions and other events and circumstances from non-owner sources. The
adoption of this new accounting  standard did not have a material  effect on the
consolidated financial statements of the Company.

Comprehensive  loss for the three and nine months ending  September 30, 1998 and
1997 is presented in the following table:


                                                     Three Months Ended
                                               September 30,      September 30,
                                                   1998               1997
                                             --------------     ---------------
Net loss                                     $      (9,184)     $     (147,674)
Other comprehensive loss:
  Foreign currency translation adjustments            (106)                204
                                             ==============     ===============
Total comprehensive loss                     $      (9,290)     $     (147,470)
                                             ==============     ===============


                                                      Nine Months Ended
                                                September 30,     September 30,
                                                   1998               1997
                                             --------------     ---------------
Net loss                                     $     (26,141)     $     (171,921)
Other comprehensive loss:
 Foreign currency translation adjustments             (120)               (154)
                                             ==============     ===============
Total comprehensive loss                     $     (26,261)     $     (172,075)
                                             ==============     ===============



13. Subsequent Events

Through  November 13, 1998,  the Company has completed two  acquisitions  in the
specialty  magazines and education  segments with an aggregate purchase price of
approximately $44,000.



<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 technical  and trade  magazines),  education
(classroom   learning  and  workplace   learning)  and   information   (consumer
information and business information).

In the first quarter of 1998, the Company  reclassified  PRIMEDIA Reference from
the information  segment to the education segment and has restated prior periods
accordingly.  The Company's  management  believes that the education  segment is
more reflective of the focus of the PRIMEDIA Reference products.

Management believes a meaningful comparison of the results of operations for the
three and nine months ended September 30, 1998 and 1997 is obtained by using the
segment information.  In addition, the Company presents results from "continuing
businesses"  which exclude the results of the Non-Core  Businesses  ("Continuing
Businesses").  The Non-Core Businesses include: (i) Krames, Katharine Gibbs, New
Woman,  Intertec Mailing Services,  Newbridge  Communications,  Inc.  (excluding
Films for the Humanities and Sciences), Stagebill, 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 are being discontinued.
Management believes that this presentation is the most useful way to analyze the
historical trends of the businesses.


<PAGE>


                                  PRIMEDIA INC.
                  Unaudited Results of Consolidated Operations
                             (dollars in thousands)
<TABLE>
<CAPTION>


                                                   Three Months Ended                            Nine Months Ended
                                                      September 30,                                 September 30,
                                                1998                 1997                   1998                    1997
                                          ----------------     ----------------        --------------         ----------------
Sales, Net:
  Continuing Businesses:
<S>                                       <C>                  <C>                     <C>                    <C>            
     Specialty Magazines                  $       230,818      $       180,141         $     670,973          $       516,177
     Education                                     87,922               63,142               227,961                  189,970
     Information                                   67,328               53,646               186,618                  156,350
                                          ----------------     ----------------        --------------         ----------------
       Subtotal                                   386,068              296,929             1,085,552                  862,497
     Non-Core Businesses                            6,228               72,015                41,780                  227,500
                                          ----------------     ----------------        --------------         ----------------
       Total                              $       392,296      $       368,944         $   1,127,332          $     1,089,997
                                          ================     ================        ==============         ================


Operating Income (Loss):
  Continuing Businesses:
     Specialty Magazines                  $        21,082      $        24,063         $      67,987          $        72,233
     Education                                     (5,746)              (3,070)              (15,769)                   3,266
     Information                                    6,950                5,017                24,025                   12,866
     Corporate                                     (7,220)              (6,646)              (20,779)                 (19,100)
                                          ----------------     ----------------        --------------         ----------------
       Subtotal                                    15,066               19,364                55,464                   69,265
     Non-Core Businesses                           14,717             (131,690)               27,015                 (121,595)
                                          ----------------     ----------------        --------------         ----------------
       Total                                       29,783             (112,326)               82,479                  (52,330)


Other Income (Expense):
  Interest Expense                                (37,663)             (34,765)             (105,455)                (103,728)
  Amortization of deferred
    financing costs                                  (722)                (741)               (2,307)                  (2,323)
  Other, net                                         (582)                 158                  (858)                     176
                                          ----------------     ----------------        --------------         ----------------
Loss before income tax benefit
  and extraordinary charge                         (9,184)            (147,674)              (26,141)                (158,205)
Income tax benefit - carryback claim                    -                    -                     -                    1,685
                                          ----------------     ----------------        --------------         ----------------
Loss before extraordinary
  charge                                           (9,184)            (147,674)              (26,141)                (156,520)
Extraordinary charge - extinguishment
  of debt                                               -                    -                     -                  (15,401)
                                          ----------------     ----------------        --------------         ----------------
Net loss                                  $        (9,184)     $      (147,674)        $     (26,141)         $      (171,921)
                                          ================     ================        ==============         ================

</TABLE>



<PAGE>



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

Nine months Ended September 30, 1998 Compared to Nine months Ended September 30,
1997:

Consolidated Results:

Sales from Continuing Businesses increased 25.9% to $1,085,552 in the first nine
months of 1998 from  $862,497 in 1997,  due to sales  increases in all segments.
Sales as reported,  including the Non-Core Businesses,  increased by 3.4% in the
first nine months of 1998 as compared to the same period in 1997.

Operating  income from Continuing  Businesses  decreased 19.9% to $55,464 during
the first nine months of 1998 from $69,265 during the same period in 1997.  This
decrease  was  attributable  to  the  restructuring  costs,  the  EXEN  shutdown
provision,  increased paper costs, the satellite  failure at Channel One as well
as the reduced  margins at Soap Opera  Digest due to the change from a bi-weekly
to a weekly publication. In addition,  amortization expense increased due to the
write-off  of  EXEN's   goodwill  and  other   intangible   assets  as  well  as
acquisitions.  These factors were partially offset by the sales increases during
1998.  Operating income (loss) as reported,  including the Non-Core  Businesses,
increased to $82,479 in the first nine months of 1998 from $(52,330)  during the
same period in 1997.  The change is primarily due to the $138,640  provision for
loss on the sale of  certain  Non-Core  Businesses  recorded  during  the  third
quarter of 1997.

Interest  expense  increased  by 1.7%  during the first  nine  months of 1998 as
compared to the first nine months of 1997.  Additional  interest from  increased
borrowings  to fund  acquisitions  during the period was  mitigated  by interest
savings associated with the 1998 offerings.

The extraordinary charge in the first nine months of 1997 reflects the write-off
of  deferred  financing  costs  and an  interest  premium  associated  with  the
redemption of the Company's 10 5/8% Senior Notes.

Specialty Magazines:

Sales from  Continuing  Businesses  increased 30.0% to $670,973 during the first
nine months of 1998 from $516,177  during the same period in 1997, due primarily
to  acquisitions  as well as  advertising  and  circulation  growth  at  various
specialty consumer and technical and trade magazines, particularly Seventeen.

Operating income from Continuing Businesses decreased 5.9% to $67,987 during the
first nine months of 1998 from  $72,233  during the same period in 1997,  due to
restructuring  costs,  increased  goodwill  and  other  intangible  amortization
expense  resulting from  acquisitions,  the Soap Opera Digest frequency  change,
Cowles  acquisition  integration costs and increased paper costs.  These factors
were partially offset by the sales growth during the period.

Results  from  Continuing  Businesses  exclude  New Woman,  Stagebill,  Intertec
Mailing Services and certain enthusiast titles recently sold or discontinued.

Education:

Sales from  Continuing  Businesses  increased 20.0% to $227,961 during the first
nine  months of 1998 from  $189,970  during  the same  period in 1997  primarily
attributable to acquisitions,  offset by reduced  advertising revenue at Channel
One due to the failure of  PanAmSat's  Galaxy IV  satellite,  which  interrupted
broadcasting  for two weeks  during the second  quarter,  and lower  revenues at
certain PRIMEDIA Workplace Learning networks.

Operating income (loss) from Continuing Businesses decreased to $(15,769) during
the first nine  months of 1998 from $3,266  during the same period in 1997,  due
primarily to the restructuring costs, the EXEN shutdown provision, the write-off
of EXEN's  goodwill and other  intangible  assets and the  satellite  failure at
Channel One.

Results from Continuing  Businesses exclude Krames,  Katharine Gibbs,  Newbridge
(excluding  Films for the  Humanities  and  Sciences) and the Funk and Wagnalls'
products.

Information:

Sales from  Continuing  Businesses  increased 19.4% to $186,618 during the first
nine months of 1998 from $156,350  during the same period in 1997. This increase
is primarily  attributable  to advertising  and  distribution  revenue growth at
Haas, as well as strong growth at Bacon's and  acquisitions,  offset by one-time
telemarketing write-offs at PRIMEDIA Information.

Operating  income from  Continuing  Businesses  increased to $24,025  during the
first  nine  months of 1998 from  $12,866  during the same  period in 1997,  due
largely  to the  strong  sales  growth  and  declining  other  intangible  asset
amortization expense due to the use of accelerated amortization methods.

Results from Continuing Businesses exclude The Daily Racing Form and Nelson.

Non-Core Businesses:

Sales from Non-Core  Businesses declined to $41,780 during the first nine months
of 1998 from $227,500 during the same period in 1997 due to the  divestitures of
most of the Non-Core Businesses during 1997.

Operating income (loss) from Non-Core Businesses increased to $27,015 during the
first  nine  months  of 1998 from  $(121,595)  during  the same  period in 1997,
largely  attributable to losses on the sales of certain  Non-Core  Businesses in
1997.


<PAGE>


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

Consolidated Results:

Sales  from  Continuing  Businesses  increased  30.0% to  $386,068  in the third
quarter of 1998 from $296,929 in 1997,  due to sales  increases in all segments.
Sales as reported , including the Non-Core Businesses,  increased by 6.3% in the
third quarter of 1998 as compared to the same period in 1997.

Operating  income from Continuing  Businesses  decreased 22.2% to $15,066 during
the third  quarter of 1998 from  $19,364  during the same  period in 1997.  This
decrease was primarily due to the restructuring costs and increased goodwill and
other intangible amortization resulting from acquisitions,  which were partially
offset by sales growth during the period.  Operating  income (loss) as reported,
including the Non-Core Businesses,  increased to $29,783 in the third quarter of
1998 compared to $(112,326) in the same period in 1997.  The change is primarily
due  to the  $138,640  provision  for  loss  on the  sale  of  certain  Non-Core
Businesses recorded during the third quarter of 1997.

Interest expense  increased by 8.3% during the third quarter of 1998 as compared
to the  third  quarter  of 1997 as a  result  of  increased  borrowings  to fund
acquisitions.

Specialty Magazines:

Sales from  Continuing  Businesses  increased 28.1% to $230,818 during the third
quarter of 1998 from $180,141  during the same period in 1997,  due primarily to
acquisitions as well as advertising and circulation  growth at various specialty
consumer  and  technical  and trade  magazines,  particularly  Seventeen.  These
increases were offset by a decrease in  circulation  revenue from the soap opera
titles.

Operating  income from Continuing  Businesses  decreased 12.4% to $21,082 during
the third  quarter  of 1998 from  $24,063  during the same  period in 1997,  due
primarily to the restructuring  costs,  increased  goodwill and other intangible
amortization  resulting from  acquisitions  and the Soap Opera Digest  frequency
change, partially offset by the growth in sales during the period.

Results  from  Continuing  Businesses  exclude  New Woman,  Stagebill,  Intertec
Mailing Services and certain enthusiast titles recently sold or discontinued.

Education:

Sales from  Continuing  Businesses  increased  39.2% to $87,922 during the third
quarter  of  1998  from  $63,142  during  the  same  period  in  1997  primarily
attributable to acquisitions as well as Channel One advertising growth.

Operating loss from Continuing  Businesses  increased to $5,746 during the third
quarter of 1998 from $3,070 during the same period in 1997, due primarily to the
restructuring costs.

Results from Continuing  Businesses exclude Krames,  Katharine Gibbs,  Newbridge
(excluding  Films for the  Humanities  and  Sciences) and the Funk and Wagnalls'
products.

Information:

Sales from  Continuing  Businesses  increased  25.5% to $67,328 during the third
quarter of 1998 from $53,646  during the same period in 1997.  This  increase is
primarily  attributable  to  strong  organic  growth  at Haas  and  Bacon's  and
acquisitions,   offset  by  one-time   telemarketing   write-offs   at  PRIMEDIA
Information.

Operating income from Continuing Businesses increased to $6,950 during the third
quarter of 1998 from $5,017  during the same period in 1997,  due largely to the
sales growth as well as a decline in intangible asset amortization expense.

Results from Continuing Businesses exclude The Daily Racing Form and Nelson.

Non-Core Businesses:

Sales from  Non-Core  Businesses  declined to $6,228 during the third quarter of
1998 from $72,015  during the same period in 1997,  due to the  divestitures  of
certain Non-Core Businesses during 1997 and 1998.

Operating income (loss) from Non-Core Businesses increased to $14,717 during the
third quarter of 1998 from  $(131,690)  during the same period in 1997,  largely
attributable to losses on the sales of certain  Non-Core  Businesses  during the
third quarter of 1997.


Liquidity and Capital Resources

Consolidated  working capital deficiency  including net assets held for sale and
current  maturities  of long-term  debt was  $304,241 at  September  30, 1998 as
compared  to  $146,245  at  December  31,  1997.  Consolidated  working  capital
deficiency  reflects the  expensing of editorial and product  development  costs
when  incurred and the  recording of deferred  revenues as a current  liability.
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.

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>
<TABLE>
<CAPTION>




                                                    Three Months Ended                            Nine Months Ended
                                                       September 30,                                 September 30,
                                                 1998                1997                    1998                 1997
                                           ---------------     ---------------          ---------------      ---------------
EBITDA:
  Continuing Businesses:
<S>                                        <C>                 <C>                      <C>                  <C>           
     Specialty Magazines                   $       46,141      $       39,990           $      132,352       $      115,495
     Education                                     21,345              14,472                   58,237               55,165
     Information                                   14,349              12,418                   43,488               35,906
     Corporate                                     (6,503)             (6,546)                 (19,725)             (19,256)
                                           ---------------     ---------------          ---------------      ---------------
       Subtotal                                    75,332              60,334                  214,352              187,310
     Non-Core Businesses                            1,862               9,473                    7,427               24,694
                                           ---------------     ---------------          ---------------      ---------------
       Total                               $       77,194      $       69,807           $      221,779       $      212,004
                                           ===============     ===============          ===============      ===============


Net Cash Provided by (Used in)
 Operating Activities:
  Continuing Businesses:
     Specialty Magazines                   $       41,771      $       40,714           $       97,374       $      105,454
     Education                                     11,243              11,876                   31,805               27,271
     Information                                   15,911              16,284                   43,768               35,828
     Corporate                                    (47,110)            (52,251)                (123,669)            (131,296)
                                           ---------------     ---------------          ---------------      ---------------
       Subtotal                                    21,815              16,623                   49,278               37,257
     Non-Core Businesses                               45               4,092                      814                8,860
                                           ---------------     ---------------          ---------------      ---------------
       Total                               $       21,860      $       20,715           $       50,092       $       46,117
                                           ===============     ===============          ===============      ===============


Net Cash Provided by (Used in)
 Investing Activities:
  Continuing Businesses:
     Specialty Magazines                   $       (8,007)     $      (19,034)          $     (303,064)      $      (63,752)
     Education                                    (12,751)             (3,893)                 (23,966)             (85,695)
     Information                                  (68,494)             (1,664)                 (91,751)             (26,889)
     Corporate                                     (2,230)               (544)                  (5,972)              (1,200)
                                           ---------------     ---------------          ---------------      ---------------
       Subtotal                                   (91,482)            (25,135)                (424,753)            (177,536)
     Non-Core Businesses                           39,460              83,703                   66,256               84,633
                                           ---------------     ---------------          ---------------      ---------------
       Total                               $      (52,022)     $       58,568           $     (358,497)      $      (92,903)
                                           ===============     ===============          ===============      ===============


Net Cash Provided by (Used in)
 Financing Activities:
  Continuing Businesses:
     Specialty Magazines                   $       (2,380)     $         (270)          $       (5,550)      $       (1,876)
     Education                                     (1,894)               (261)                  (3,061)                (820)
     Information                                      203                (174)                  (2,450)              (1,373)
     Corporate                                     37,523             (83,255)                 320,601               35,238
                                           ---------------     ---------------          ---------------      ---------------
       Subtotal                                    33,452             (83,960)                 309,540               31,169
     Non-Core Businesses                               62                 102                      102                  655
                                           ---------------     ---------------          ---------------      ---------------
       Total                               $       33,514      $      (83,858)          $      309,642       $       31,824
                                           ===============     ===============          ===============      ===============


</TABLE>



<PAGE>



EBITDA from  Continuing  Businesses  increased  by 14.4% to $214,352 in the nine
months ended  September 30, 1998 over 1997 mainly as a result of sales growth in
the all segments  attributable to existing operations and product  acquisitions.
EBITDA from Continuing  Businesses in the specialty  magazines segment increased
14.6% to $132,352 primarily due to growth from acquisitions, partially offset by
increased  paper costs,  reduced  margins at Soap Opera Digest due to the change
from a bi-weekly to a weekly magazine and integration  costs associated with the
Cowles acquisition.  EBITDA from Continuing  Businesses in the education segment
increased 5.6% to $58,237  largely  attributable  to  acquisitions.  EBITDA from
Continuing  Businesses in the information segment increased 21.1% to $43,488 due
to sales  growth  at Haas as well as  acquisitions.  EBITDA  from  the  Non-Core
Businesses   declined  to  $7,427  primarily  as  a  result  of  the  timing  of
divestitures most of which occurred in 1997.

Net cash provided by operating activities,  as reported,  during the nine months
ended September 30, 1998, after interest  payments of $91,892,  was $50,092,  an
increase of 8.6% over the same 1997 period,  due primarily to EBITDA growth. Net
capital  expenditures  were $27,794  during the nine months ended  September 30,
1998  which was an  increase  of 24.6%  from the 1997  period  due to  increased
capitalized  software  expenditures,  offset by a decrease  due to the timing of
divestitures  most of which  occurred  in 1997.  Payments  for  acquisitions  of
$393,122  were made during the nine months ended  September  30, 1998.  Net cash
provided by  financing  activities,  as  reported,  during the nine months ended
September  30, 1998 was $309,642 as compared to $31,824 in the same 1997 period.
The increase was primarily  attributable to increased borrowings associated with
acquisitions.

EBITDA from  Continuing  Businesses  increased  by 24.9% to $75,332 in the three
months  ended  September  30, 1998 over 1997 as a result of sales  growth in all
segments  attributable to existing operations and product  acquisitions.  EBITDA
from Continuing Businesses in the specialty magazines segment increased 15.4% to
$46,141 primarily due to advertising and circulation  revenue growth and certain
acquisitions,  partially offset by reduced margins at Soap Opera Digest.  EBITDA
from Continuing  Businesses in the education  segment increased 47.5% to $21,345
largely attributable to acquisitions.  EBITDA from Continuing  Businesses in the
information  segment  increased 15.6% to $14,349 due to strong organic growth at
Haas and acquisitions.  EBITDA from the Non-Core  Businesses  declined to $1,862
primarily as a result of the timing of  divestitures  most of which  occurred in
1997.

Net cash provided by operating activities,  as reported, during the three months
ended  September 30, 1998,  after interest  payments of $33,314 was $21,860,  an
increase of 5.5% over the same 1997 period,  due primarily to increased  EBITDA.
Net capital  expenditures  were $10,811 during the three months ended  September
30, 1998 which was an  increase  of 40.4% from the 1997 period due to  increased
capitalized  software  expenditures,  offset by a decrease  due to the timing of
divestitures,  most of which  occurred in 1997.  Payments  for  acquisitions  of
$79,535  were made during the three months ended  September  30, 1998.  Net cash
provided by (used in) financing activities, as reported, during the three months
ended  September  30, 1998 was $33,514 as compared to $(83,858) in the same 1997
period,  due  primarily to payments  made on the Bank Credit  Facilities  in the
third quarter of 1997.


<PAGE>


Financing Arrangements

In order to hedge its  interest  rate  risk,  the  Company  entered  into  four,
three-year and two, four-year interest rate swap agreements,  which commenced on
January 2, 1998, with an aggregate notional amount of $600,000. Under these swap
agreements,   the  Company  receives  a  floating  rate  of  interest  based  on
three-month LIBOR, which resets quarterly,  and the Company pays a fixed rate of
interest, each quarter, for the terms of the respective agreements. In May 1998,
two interest rate swap  agreements,  which were entered into in May 1995 and had
an aggregate notional amount of $200,000,  expired.  In the first nine months of
1998, the weighted average variable and weighted average fixed interest rates on
these swap agreements were 5.7% and 6.4%, respectively.

On September  26, 1997,  the Company  completed a private  offering of 1,250,000
shares of Series E Preferred  Stock at $100 per share. On February 17, 1998, the
Company exchanged the 1,250,000 shares of Series E Preferred Stock for 1,250,000
shares of Series F Preferred  Stock.  The terms of the Series F Preferred  Stock
are the same as the terms of the Series E Preferred Stock except that the Series
F Preferred  Stock has been  registered  under the  Securities  Act of 1933. The
Series F  Preferred  Stock  is  exchangeable  into  9.20%  Class F  Subordinated
Exchange  Debentures  due 2009,  in whole but not in part,  at the option of the
Company  on any  scheduled  dividend  payment  date.  Dividends  on the Series F
Preferred Stock accrued and were cumulative from the last dividend  payment date
on which dividends were paid on shares of the Series E Preferred Stock.

On February  17,  1998,  the Company  completed a private  offering of 2,500,000
shares of Series G  Preferred  Stock at $99.40 per share.  Annual  dividends  of
$8.625 per share on the Series G  Preferred  Stock were  cumulative  and payable
quarterly,  in cash,  commencing  July 1, 1998.  On June 10,  1998,  the Company
exchanged the 2,500,000  shares of Series G Preferred Stock for 2,500,000 shares
of Series H Preferred  Stock.  The terms of the Series H Preferred Stock are the
same as the terms of the  Series G  Preferred  Stock  except  that the  Series H
Preferred Stock has been registered  under the Securities Act of 1933.  Prior to
April 1, 2001, the Company may, at its option, redeem in whole or in part, up to
$125,000 of the aggregate liquidation preference of the Series H Preferred Stock
at a price per share of  $108.625  plus  accrued  and  unpaid  dividends  to the
redemption date with the net proceeds of one or more public  offerings,  subject
to certain other restrictions. On or after April 1, 2003, the Series H Preferred
Stock may be  redeemed  in whole or in part,  at the option of the  Company,  at
prices ranging from 104.313% with annual reductions to 100% in 2006 plus accrued
and unpaid  dividends.  The Company is required to redeem the Series H Preferred
Stock on April 1, 2010 at a redemption price equal to the liquidation preference
of $100 per share,  plus  accrued and unpaid  dividends.  The Series H Preferred
Stock is  exchangeable,  in whole but not in part, at the option of the Company,
on any scheduled dividend payment date into 8 5/8% Class H Subordinated Exchange
Debentures due 2010.

On February 17, 1998, the Company completed a private offering of $250,000 Old 7
5/8% Senior Notes. The Old 7 5/8% Senior Notes were issued at 99.425% and mature
on April 1, 2008, with no sinking fund.  Interest on the Old 7 5/8% Senior Notes
was  payable  semi-annually  in April and  October at the annual  rate of 7 5/8%
commencing  October 1, 1998. On June 10, 1998,  the Company  exchanged the Old 7
5/8% Senior Notes for $250,000 New 7 5/8% Senior  Notes.  The terms of the New 7
5/8%  Senior  Notes  are the same as the  terms of the Old 7 5/8%  Senior  Notes
except that the New 7 5/8% Notes have been  registered  under the Securities Act
of 1933.  The New 7 5/8% Senior Notes may not be redeemed prior to April 1, 2003
other than in  connection  with a change of control.  Beginning on April 1, 2003
and thereafter,  the New 7 5/8% Senior Notes are redeemable in whole or in part,
at the option of the  Company,  at prices  ranging  from  103.813%  with  annual
reductions to 100% in 2006 plus accrued and unpaid interest.

Net  proceeds  from  these  private  offerings  were used to redeem the Series B
Preferred  Stock  and to repay  borrowings  outstanding  under  the Bank  Credit
Facilities,  which  amounts may be  reborrowed  for general  corporate  purposes
including acquisitions.

On March 18, 1998, KKR 1996 Fund L.P., a Delaware limited partnership affiliated
with KKR,  purchased  16,666,667  shares of newly  issued  common stock from the
Company for approximately $200,000. The net proceeds (after issuance costs) from
the KKR Fund Investment were used to repay borrowings outstanding under the Bank
Credit  Facilities,  which  amounts  may be  reborrowed  for  general  corporate
purposes including acquisitions.

On April 20, 1998, the 364-day $150,000 credit facility with The Chase Manhattan
Bank, the Bank of New York, Bankers Trust Company and the Bank of Nova Scotia as
agents expired.  As of September 30, 1998, the Company has total  commitments of
$1,400,000  and can  borrow up to  $1,500,000  in the  aggregate  under its Bank
Credit Facilities.


Recent Developments

Through  November 13, 1998,  the Company has completed two  acquisitions  in the
specialty  magazines and education  segments with an aggregate purchase price of
approximately $44,000.


Impact of Inflation

The impact of inflation  was  immaterial  during 1997 and through the first nine
months of 1998.  Paper  prices  declined  through the first nine months of 1997.
Moderate  paper price  increases  occurred in July 1997 and in January  1998 for
most of the grades of paper  used by the  Company.  In the first nine  months of
1998, paper costs represented  approximately 9% 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 are expected to increase
moderately in the first  quarter of 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 September 30, 1998,  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 July 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 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 in
the process of developing contingency plans which are expected to be in place by
March 1999.

The total costs associated with required remediation by the Company are expected
to be approximately  $11.0 million of which  approximately $6.0 million had been
expended  through  September 30, 1998 through funding from existing  operations.
The  remaining  $5.0 million is expected to be incurred by early 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 would
mitigate such risks until such time that the problem has been remedied.

Forward-Looking Information

This report contains cetain 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

Not Applicable


<PAGE>



Item  6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits - None

(b)      Reports on Form 8-K

Form 8-K was filed on or about August 31, 1998 to report the  divestiture of the
Daily Racing Form, Inc. and its two wholly-owned subsidiaries, DRF Finance, Inc.
and Daily Racing Form of Canada,  Ltd. The filing  included Item 2 - Acquisition
or  Disposition  of  Assets  and Item 7 -  Financial  Statements  and  Exhibits.
Included  in  Item  7  were  unaudited  pro  forma  statements  of  consolidated
operations  for the six  months  ended  June 30,  1998  and for the  year  ended
December 31, 1997 and an unaudited consolidated balance sheet at June 30, 1998.




<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: November 15, 1998         /s/  William F. Reilly
      -----------------         ----------------------------------------------
                                                (Signature)
                                Chairman, Chief Executive Officer and Director
                                         (Principal Executive Officer)






Date: November 15, 1998         /s/  Curtis A. Thompson
      -----------------         ----------------------------------------------
                                                (Signature)
                                      Vice President and Controller
                                      (Principal Accounting Officer)