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, 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
April 30, 1998: 145,843,700 



                                     <PAGE>


                                   PRIMEDIA Inc.

                                       INDEX
                                       -----

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

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

               Condensed Statements of Consolidated
               Cash Flows (Unaudited) for the three months
               ended March 31, 1997 and 1998                                4

               Notes to Condensed Consolidated 
               Financial Statements (Unaudited)                          5-10


     Item 2.   Management's Discussion and Analysis of
     -------   Financial Condition and Results of Operations            11-18

     Item 3.   Quantitative and Qualitative Disclosures About Market Risk  19
     -------                                                                    


Part II.   Other Information:  None                  



Signatures                                                                 20   






<PAGE>




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

<TABLE>
<CAPTION>



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

ASSETS
Current assets:
<S>                                                                  <C>                             <C>                            
      Cash and cash equivalents                                      $         22,978                $         29,566               
      Accounts receivable, net                                                199,289                         212,215 
      Inventories, net                                                         27,597                          28,946 
      Net assets held for sale                                                 38,665                          38,605 
      Prepaid expenses and other                                               33,971                          32,260 
                                                                     ----------------                ----------------
      Total current assets                                                    322,500                         341,592 
                                                                                                                      
                                                                                                                      
Property and equipment, net                                                   116,361                         115,732 
Other intangible assets, net                                                  660,268                         732,986 
Excess of purchase price over net assets                                                                              
      acquired, net                                                         1,111,785                       1,200,806 
Deferred income tax assets, net                                               176,200                         176,200 
Other non-current assets                                                       98,876                         112,181 
                                                                     ----------------                ----------------
                                                                     $      2,485,990                $      2,679,497 
                                                                     ================                ================
                                                                             

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
      Accounts payable                                               $         95,546                $         77,533  
      Accrued interest payable                                                 13,622                          12,153  
      Accrued expenses and other                                              204,770                         177,086  
      Deferred revenues                                                       140,474                         149,150  
      Current maturities of long-term debt                                     14,333                          14,333  
                                                                     ----------------                ----------------    
      Total current liabilities                                               468,745                         430,255  
                                                                     ----------------                ----------------    
Long-term debt                                                              1,656,541                       1,640,335  
                                                                     ----------------                ----------------    
Other non-current liabilities                                                  48,271                          46,167  
                                                                     ----------------                ----------------    
Exchangeable preferred stock                                                  470,280                         557,430  
                                                                     ----------------                ----------------    
Common stock subject to redemption ($.01 par value, 402,650                                                                    
      shares and 360,319 shares outstanding at December 31,                                                                    
      1997 and March 31, 1998, respectively)                                    4,376                           4,729  
                                                                     ----------------                ----------------    
Shareholders' equity (deficiency):                                                                                             
      Common stock ($.01 par value, 129,797,078 shares and                                                                     
      145,481,220 shares outstanding at December 31, 1997 and                                                                  
      March 31, 1998, respectively)                                             1,298                           1,455  
      Additional paid-in capital                                              780,191                         978,129  
      Accumulated deficit                                                    (929,011)                       (962,228)  
      Accumulated other comprehensive loss                                     (1,543)                         (1,422)  
      Common stock in treasury, at cost (1,048,600 shares and 1,218,600                                                        
      shares at December 31, 1997 and March 31, 1998, respectively)           (13,158)                        (15,353)  
                                                                     ----------------                ----------------    
                                                                                                                                  
      Total shareholders' equity (deficiency)                                (162,223)                            581  
                                                                     ----------------                ----------------    
                                                                                                                                  
                                                                     $      2,485,990                $      2,679,497     
                                                                     ================                ================    
                                                                              
</TABLE>

                      See notes to condensed consolidated financial statements.

<PAGE>

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


                                                                                     Three Months Ended
                                                                                          March 31, 
                                                                                1997                     1998
                                                                              -------                  -------
                                                                      (dollars in thousands, except per share amounts)

Sales, net:
<S>                                                                    <C>                       <C>                                
      Specialty Magazines                                              $        174,113          $        194,229                   
      Education                                                                 113,868                    78,262 
      Information                                                                64,310                    72,495 
                                                                       ----------------          ----------------
Total sales, net                                                                352,291                   344,986 
                                                                                                                  
Operating costs and expenses:                                                                                     
      Cost of goods sold                                                         80,098                    81,440 
      Marketing and selling                                                      70,202                    60,524 
      Distribution, circulation and fulfillment                                  63,387                    63,126 
      Editorial                                                                  29,310                    32,599 
      Other general expenses                                                     42,503                    36,032 
      Corporate administrative expenses                                           6,750                     6,377 
      Depreciation and amortization of prepublication                                                             
         costs, property and equipment                                            9,839                     9,155 
      Amortization of intangible assets, excess of                                                                
         purchase price over net assets acquired and other                       29,724                    31,451 
                                                                       ----------------          ----------------
Operating income                                                                 20,478                    24,282 
                                                                                                                  
Other income (expense):                                                                                           
      Interest expense                                                          (34,341)                  (33,421)
      Amortization of deferred financing costs                                     (842)                     (752)
      Other, net                                                                    474                       159 
                                                                       ----------------          ----------------
                                                                                                                  
Loss before income tax benefit and extraordinary charge                         (14,231)                   (9,732)
                                                                                                                 
Income tax benefit - carryback claim                                              1,685                         -     
                                                                       ----------------          ----------------
Loss before extraordinary charge                                                (12,546)                   (9,732)
                                                                                                                 
Extraordinary charge - extinguishment of debt                                    (1,554)                        -  
                                                                       ----------------          ----------------
                                                                                                                  
Net loss                                                                        (14,100)                   (9,732)
                                                                                                                  
Preferred stock dividends:                                                                                        
      Cash                                                                       (7,875)                  (14,344)
      Non-cash dividends in kind                                                 (4,451)                        -        
      Series B Preferred Stock redemption premium                                     -                    (9,141)
                                                                       ----------------          ----------------
                             
Loss applicable to common shareholders                                 $        (26,426)         $        (33,217)
                                                                       ================          ================
                                                                                                                  
                                                                                                                  
Basic and diluted loss applicable to common shareholders per                                                      
      common share:                                                                  
Loss before extraordinary charge                                       $          (0.19)         $          (0.25)
Extraordinary charge                                                              (0.01)                        -  
                                                                       ----------------          ----------------
Net loss                                                               $          (0.20)         $          (0.25)
                                                                       ================          ================
                                                                                                                  
                                                                                                                  
Basic and diluted common shares outstanding                                 129,114,344               134,686,401 
                                                                       ================          ================
                                                                          
</TABLE>

                   See notes to condensed consolidated financial statements.

<PAGE>

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


                                                                                            Three Months Ended
                                                                                                 March 31,                 
                                                                                  1997                             1998
                                                                                --------                        --------- 
                                                                                          (dollars in thousands)                    
Operating activities:
<S>                                                                     <C>                             <C>              
      Net loss                                                          $        (14,100)               $         (9,732)
      Adjustments to reconcile net loss to net cash
         used in operating activities:
            Depreciation, amortization and other                                  40,405                          41,358
            Accretion of discount on acquisition obligation,
               distribution advance and other                                      1,653                           1,672
            Extraordinary charge - extinguishment of debt                          1,554                               -
            Other, net                                                               (95)                            (60)
         
         Changes in operating assets and liabilities:
         (Increase)Decrease in:
            Accounts receivable, net                                              13,714                          (3,947)
            Inventories, net                                                       1,408                          (1,223)
            Prepaid expenses and other                                            (9,847)                         (3,165)
         Increase (Decrease) in:
            Accounts payable                                                     (22,903)                        (18,881)
            Accrued interest payable                                               2,363                          (1,469)
            Accrued expenses and other                                           (12,745)                        (22,759)
            Deferred revenues                                                     (8,934)                         (1,021)
            Other non-current liabilities                                            (34)                            (86)
                                                                        ----------------                ----------------            
            Net cash used in operating activities                                 (7,561)                        (19,313)           
                                                                        ----------------                ----------------

Investing activities:
      Additions to property, equipment and other, net                             (6,988)                         (5,917)
      Proceeds from sales of businesses                                                -                             750
      Payments for businesses acquired                                           (66,435)                       (200,151)
      Investments in joint ventures                                                    -                          (3,655)
                                                                        ----------------                ----------------            
            Net cash used in investing activities                                (73,423)                       (208,973)           
                                                                        ----------------                ----------------

Financing activities:
      Borrowings under credit agreements                                         174,442                         362,946            
      Repayments of borrowings under credit agreements                           (70,950)                       (628,900)
      Proceeds from issuances of common stock, net of redemptions                    975                         201,026
      Purchases of 10 5/8% Senior Notes                                          (21,891)                              -
      Redemption of Series B Preferred Stock                                           -                        (166,739)
      Proceeds from issuance of 7 5/8% Senior Notes, net of discount                   -                         248,562
      Proceeds from the issuance of Series G Preferred Stock,
         net of issuance costs                                                         -                         242,608
      Purchases of common stock for the treasury                                       -                          (2,195)
      Dividends paid to preferred stock shareholders                              (7,875)                        (16,099)
      Deferred financing costs paid                                                  (83)                         (5,352)
      Other                                                                          284                            (983)
                                                                        ----------------                ----------------            
            Net cash provided by financing activities                             74,902                         234,874
                                                                        ----------------                ----------------     
                                                                                          
Increase (decrease) in cash and cash equivalents                                  (6,082)                          6,588
Cash and cash equivalents, beginning of period                                    36,655                          22,978
                                                                        ----------------                ----------------
Cash and cash equivalents, end of period                                $         30,573                $         29,566            
                                                                        ================                ================            
Supplemental information:
      Cash interest paid                                                $         30,001                $         32,874
                                                                        ================                ================
                                                                                                                                    
</TABLE>

                  See notes to condensed consolidated financial statements.






<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-month periods ended March 31 is 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  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 11). 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 did not
have a material impact on the Company's  consolidated  financial  statements for
the three-months ended March 31, 1998.

2.       Acquisitions and Joint Ventures


During the  three-month  period  ended March 31,  1998,  the  Company  completed
several  acquisitions which were financed through borrowings under the Company's
credit agreements. On March 19, 1998, the Company acquired the Cowles Enthusiast
Media and Cowles  Business  Media  divisions  (collectively  "Cowles") of Cowles
Media  Company from  McClatchy  Newspapers,  Inc. This  acquisition  includes 25
enthusiast  magazines,  11 technical and trade  magazines and 15 trade shows. In
addition,  the  Company  made two  product-line  acquisitions  in the  specialty
magazines  segment and one in the information  segment.  Cash payments for these
acquisitions  on an aggregate  basis  approximated  $200,000 (net of liabilities
assumed of approximately  $24,000) including certain  immaterial  purchase price
adjustments  related to prior year acquisitions.  The excess purchase price over
net assets acquired was approximately $96,000.

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
March 31, 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-month  periods ended March 31,
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 first investment  related to an on-line wedding gift registry
service.  In  addition,  the Company  entered  into a joint  venture in China to
publish trade magazines in Chinese language editions.


3.        Divestitures and Net Assets Held for Sale

As part of its strategy to focus on areas of its business that have the greatest
potential for growth,  during 1996 and 1997,  the Company  decided to divest 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 which have been  divested  and The Daily Racing
Form which is currently being held for sale.


During  the  first  quarter  of 1998,  the  company  decided  to  divest  Nelson
Information,  Inc. ("Nelson"), and certain enthusiast titles, some of which have
already been sold. In addition,  the Company decided to discontinue the Funk and
Wagnalls'    products.    The    aforementioned    divestitures    and   product
discontinuations,  as well as the units held for sale are collectively  referred
to as Non-Core Businesses.


The  remaining  planned  divestitures  of The Daily  Racing  Form and Nelson are
expected  to be  completed  during  1998 (see Note 12).  The net assets of these
properties  have been  recorded at net  realizable  value as net assets held for
sale on the accompanying condensed consolidated balance sheet at March 31, 1998.

Total  sales for the  Non-Core  Businesses  were  $76,597  and  $16,463  for the
three-month  periods  ended  March 31,  1997 and 1998,  respectively.  Operating
income  (loss)  for the  Non-Core  Businesses  was  $(1,054)  and $1,753 for the
three-month periods ended March 31, 1997 and 1998, respectively.

4.       $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
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 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  will  accrue  and will be  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 sheet at the aggregate redemption value (net of
unamortized  issuance  costs) of $120,504  and $120,135 at December 31, 1997 and
March 31, 1998, respectively.



5.       Private Offering

$8.625 Series G 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 are cumulative and payable quarterly, in cash, commencing July
1, 1998. Prior to April 1, 2001, the Company may, at its option, redeem in whole
or in part,  up to $125 million of the aggregate  liquidation  preference of the
Series G  Preferred  Stock at a price per share of  $108.625  plus  accrued  and
unpaid  dividends to the redemption date subject to certain other  restrictions.
On or after April 1, 2003, the Series G 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 G  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 G 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 G Subordinated  Exchange Debentures due 2010. The
Series G Preferred Stock is recorded on the accompanying  condensed consolidated
balance sheet at the aggregate redemption value (net of discount and unamortized
issuance costs) of $242,708 at March 31, 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,  ("7 5/8% Senior  Notes").  The 7 5/8% Senior Notes
were issued at 99.425%. The 7 5/8% Senior Notes mature on April 1, 2008, with no
sinking fund.  Interest on the 7 5/8% Senior Notes is payable  semi-annually  in
April and October at the annual rate of 7 5/8% commencing October 1, 1998. The 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 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 7 5/8% Senior Notes are recorded on the
accompanying  condensed consolidated balance sheet at their aggregate redemption
value (net of discount) of $248,570 at March 31, 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 9) and to
repay borrowings outstanding under the Bank Credit Facilities, which amounts may
be reborrowed for general corporate purposes including acquisitions.


6.       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.



7.       Inventories, net:


Inventories consist of the following:

                                            December 31,             March 31,
                                                1997                   1998
                                          ----------------       ---------------

Finished goods                            $         12,271      $        10,112
Work in process                                      3,314                  213
Raw materials                                       14,494               20,975
                                          ----------------      ---------------
                                                    30,079               31,300
Less allowance for obsolescence                      2,482                2,354
                                          ----------------      --------------- 
                                          $         27,597      $        28,946
                                          ================     ================




8.       Long-term debt

Long-term debt consists of the following:

                                            December 31,             March 31,
                                                1997                   1998
                                          ----------------       ---------------

Borrowings under Bank Credit Facilities   $      1,218,101       $      952,147
                                                                                

10 1/4% Senior Notes due 2004                      100,000              100,000
8 1/2% Senior Notes due 2006                       298,902              298,926
7 5/8% Senior Notes due 2008(see Note 5)                 -              248,570
                                          ----------------       --------------
                                                 1,617,003            1,599,643
Acquisition obligation payable                      53,871               55,025
                                          ----------------       --------------
                                                 1,670,874            1,654,668
Less current portion                                14,333               14,333
                                          ----------------       --------------
                                          $      1,656,541       $    1,640,335
                                          ================       ==============



In July 1997, in order to hedge its interest rate risk, the Company entered into
four,  three-year  and two,  four-year  interest rate swap  agreements,  with an
aggregate  notional amount of $600,000.  Under these new swap agreements,  which
commenced on January 2, 1998,  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
the first quarter of 1998, the weighted  average  variable and weighted  average
fixed interest rates on these swap agreements were 5.8% and 6.3%, respectively.


9.       Exchangeable Preferred Stock

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

                                                         December 31,               March 31,
                                                              1997                     1998
                                                       ---------------          ----------------
<S>                                                    <C>                       <C>             
$11.625 Series B Exchangeable Preferred Stock          $        155,281          $              -
$10.00 Series D Exchangeable Preferred Stock                    194,495                   194,587
$9.20 Series E/Series F Exchangeable Preferred Stock            120,504                   120,135
$8.625 Series G Exchangeable Preferred Stock                          -                   242,708
                                                       ----------------          ----------------
                                                       $        470,280          $        557,430
                                                       ================          ================
</TABLE>



$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 5).


$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
December 31, 1997 and March 31, 1998. The  liquidation  and redemption  value at
December 31, 1997 and March 31, 1998 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 December 31, 1997
and March 31, 1998. The  liquidation  and redemption  value at December 31, 1997
and March 31, 1998 was $125,000 (see Note 4).

$8.625 Series G Exchangeable Preferred Stock

The Company  authorized  2,500,000  shares of $.01 par value  Series G Preferred
Stock,  all of  which  was  issued  and  outstanding  at  March  31,  1998.  The
liquidation and redemption value at March 31, 1998 was $250,000 (see Note 5).




10.      Loss per Common Share

Loss per share for the  three-month  periods  ended  March 31, 1997 and 1998 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.  Previously reported loss
per share  amounts  have been  restated as required by the  adoption of SFAS No.
128, "Earnings Per Share" which became effective beginning in the fourth quarter
of 1997.

11.      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-months  ended  March  31,  1997  and 1998 is
presented in the following table:

                                              March 31,              March 31,
                                                 1997                  1998
                                           -------------          ------------

Net loss                                  $     (14,100)          $     (9,732)
Other comprehensive income (loss):
Foreign currency translation adjustments           (281)                   121
                                          -------------           ------------
Total comprehensive loss                  $     (14,381)                (9,611)
                                          =============           ============



12. Subsequent Events

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 the opinion of the
Company's  management,  it is not  anticipated  that  the  adoption  of this new
accounting  standard will have a material effect on the  consolidated  financial
statements of the Company.


On April 20, 1998, the 364-day credit  facility with The Chase  Manhattan  Bank,
the Bank of New  York,  Bankers  Trust  Company  and the Bank of Nova  Scotia as
agents (the "New Credit Facility")  expired.  As a result, 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.  On April 23,  1998,  the Company  entered  into a
definitive  stock  purchase  agreement  to sell  Nelson to  Thomson  Information
Services Inc.

On May 11,  1998,  the Company  commenced an offer to exchange its 7 5/8% Senior
Notes and its 2,500,000 shares of Series G Preferred Stock issued in the Private
Offering  (see Note 5) for a new series of $250,000 7 5/8% Senior Notes due 2008
("New Notes") and 2,500,000  shares of $8.625  Series H  Exchangeable  Preferred
Stock ("Series H Preferred Stock"),  (the "Exchange Offer").  The Exchange Offer
is valid  through  June 10,  1998.  The terms of the New Notes and the  Series H
Preferred  Stock are the same as the terms of the 7 5/8% Senior Notes and Series
G Preferred  Stock  except  that the New Notes and the Series H Preferred  Stock
have been  registered  under the  Securities Act of 1933. The Series H Preferred
Stock is exchangeable into 8.625% Class H Subordinated  Exchange  Debentures due
2010,  in whole but not in part,  at the option of the Company on any  scheduled
dividend  payment  date.  Interest on the New Notes  shall  accrue from the last
interest  payment  date on which  interest  was paid or, if no interest has been
paid, from the original  issuance date of the 7 5/8% Senior Notes.  Dividends on
the Series H Preferred  Stock will accrue and will be  cumulative  from the last
dividend  payment  date on which  dividends  were paid on shares of the Series G
Preferred Stock.


For the period from April 1, 1998  through May 12, 1998,  the Company  completed
three  product-line  acquisitions  in the specialty  magazines  and  information
segments.  The aggregate  purchase price for such acquisitions was approximately
$93,000,  all of which was financed through  borrowings under the Company's Bank
Credit Facilities.






<PAGE>


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

INTRODUCTION  PRIMEDIA Inc., together with its subsidiaries,  is herein referred
to as either "PRIMEDIA" or the "Company." The following  discussion and analysis
of the Company's  unaudited financial condition and results of operations should
be read in  conjunction  with the  unaudited  condensed  consolidated  financial
statements and notes thereto.  The Company  organizes its businesses  into three
segments:  specialty  magazines  (specialty consumer magazines and technical and
trade  magazines),  education  (classroom  learning and workplace  learning) and
information (consumer information and business information).

In 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-months  ended  March 31,  1997 and 1998 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 and certain enthusiast titles,
which have been divested, (ii) The Daily Racing Form and Nelson, which are being
held for sale and (iii) 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
                                                                             March 31,
                                                                    1997                   1998
                                                              ----------------       ----------------

Sales, Net:
      Continuing Businesses:
<S>                                                           <C>                    <C>           
         Specialty Magazines                                  $      161,107         $      193,043
         Education                                                    65,679                 77,650
         Information                                                  48,908                 57,830
                                                              --------------         --------------
            Subtotal                                                 275,694                328,523
      Non-Core Businesses                                             76,597                 16,463
                                                              --------------         --------------
            Total                                             $      352,291         $      344,986
                                                              ==============         ==============

Operating Income (Loss):
      Continuing Businesses:
         Specialty Magazines                                  $       19,254         $       17,663
         Education                                                     5,767                  4,760
         Information                                                   2,909                  6,641
         Corporate                                                    (6,398)                (6,535)
                                                              --------------         --------------
            Subtotal                                                  21,532                 22,529
      Non-Core Businesses                                             (1,054)                 1,753
                                                              --------------         --------------
            Total                                                     20,478                 24,282


Other Income (Expense):

      Interest expense                                               (34,341)               (33,421)
      Amortization of deferred financing and
         organizational costs                                           (842)                  (752)
      Other, net                                                         474                    159
                                                              --------------         --------------
Loss before income tax benefit and extraordinary
         charge                                                      (14,231)                (9,732)
Income tax benefit - carryback claim                                   1,685                      -
                                                              --------------         --------------
Loss before extraordinary charge                                     (12,546)                (9,732)
Extraordinary charge - extinguishment of debt                         (1,554)                     -
                                                              ==============         ==============
Net loss                                                      $      (14,100)        $       (9,732)
                                                              ==============         ==============

</TABLE>

<PAGE>


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

Three Months Ended March 31, 1998 Compared to Three Months Ended March 31, 1997:

Consolidated Results:
Sales  from  Continuing  Businesses  increased  19.2% to  $328,523  in the first
quarter of 1998 from $275,694 in 1997,  due to sales  increases in all segments.
Sales as reported , including the Non-Core Businesses,  decreased by 2.1% in the
first quarter of 1998 as compared to the same period in 1997.

Operating income from Continuing Businesses increased 4.6% to $22,529 during the
first quarter of 1998 from $21,532 during the same period in 1997. This increase
was primarily  attributable  to the sales growth which was  partially  offset by
increased  goodwill and other  intangible  amortization  expense  resulting from
acquisitions.  Operating income as reported,  including the Non-Core Businesses,
increased  by 18.6% in the first  quarter of 1998 as compared to the same period
in 1997.

Interest  expense  decreased  by $920 or 2.7% during the first  quarter of 1998,
reflecting the Company's replacement of its higher interest rate debt.

The loss before income tax benefit and extraordinary  charge decreased by $4,499
to $9,732 during the first quarter of 1998 compared to $14,231 during 1997. This
decrease is primarily attributable to the operating income growth.

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

Specialty Magazines:


Results  from  Continuing  Businesses  exclude  New Woman,  Stagebill,  Intertec
Mailing  Services and certain  enthusiast  titles recently sold or discontinued.
Sales from  Continuing  Businesses  increased 19.8% to $193,043 during the first
quarter of 1998 from $161,107 during the same period in 1997, due largely to the
change at Soap Opera digest from a bi-weekly to a weekly  magazine,  advertising
and  circulation  growth at Seventeen as well as  advertising  growth at various
specialty   consumer  and  technical  and  trade  magazines   which   aggregated
approximately  $14,000.  Acquisitions  such as  Park  Avenue  Publishing,  Plaza
Communications,  Cardinal  Business  Media,  Lapidary  Journal  and Cowles  also
contributed approximately $18,000 to the sales growth.

Operating income from Continuing Businesses decreased 8.3% to $17,663 during the
first quarter of 1998 from $19,254 during the same period in 1997, due primarily
to increased goodwill and other intangible  amortization  expense resulting from
acquisitions as well as the Soap Opera Digest frequency change.


Education:

Results from Continuing Businesses exclude Krames, Katharine Gibbs and Newbridge
(excluding  Films  for the  Humanities  and  Sciences).  Sales  from  Continuing
Businesses  increased  18.2% to $77,650  during  the first  quarter of 1998 from
$65,679  during  the  same  period  in  1997  primarily   attributable   to  the
acquisitions of Cover Concepts, QWIZ and Pictorial.

Operating income from Continuing Businesses decreased 17.5% to $4,760 during the
first quarter of 1998 from $5,767 during the same period in 1997,  due primarily
to increased goodwill and other intangible  amortization  expense resulting from
acquisitions.

Information:

Results from Continuing  Businesses  exclude The Daily Racing Form, the Funk and
Wagnalls' products and Nelson. Sales from Continuing  Businesses increased 18.2%
to $57,830  during the first quarter of 1998 from $48,908 during the same period
in 1997. This increase is primarily  attributable  to advertising  growth at the
apartment guides approximating $6,500 as well as strong growth at Bacon's.

Operating income from Continuing Businesses increased to $6,641 during the first
quarter of 1998 from $2,909  during the same period in 1997,  due largely to the
strong sales growth.

Non-Core Businesses:

Sales  from  Non-Core  Businesses  declined  78.5% to  $16,463  during the first
quarter  of 1998 from  $76,597  during  the same  period  in 1997.  Most of this
decline resulted from the divestitures of certain Non-Core Businesses during the
second half of 1997.

Operating income from Non-Core  Businesses  increased to $1,753 during the first
quarter of 1998 from an operating loss of $1,054 during the same period in 1997,
largely  attributable to the divestitures of underperforming  businesses such as
Newbridge  (excluding  Films for the  Humanities  and  Sciences),  New Woman and
Stagebill in the second half of 1997.

Liquidity and Capital Resources

Consolidated  working capital deficiency  including net assets held for sale and
current  maturities of long-term  debt was $88,663 at March 31, 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
                                                                             March 31,
                                                                    1997                   1998
                                                              ----------------       ----------------

EBITDA:
      Continuing Businesses:
<S>                                                           <C>                    <C>            
         Specialty Magazines                                  $       31,914         $        33,506
         Education                                                    20,680                  23,374
         Information                                                  10,350                  12,557
         Corporate                                                    (6,750)                 (6,377)
                                                              --------------         ---------------
            Subtotal                                                  56,194                  63,060
      Non-Core Businesses                                              3,847                   1,828
                                                              --------------         ---------------
            Total                                             $       60,041         $        64,888
                                                              ==============         ===============

Net Cash Provided by (Used in) Operating Activities:
      Continuing Businesses:
         Specialty Magazines                                  $       19,842         $        11,183
         Education                                                     4,031                   4,991
         Information                                                  11,409                  10,515
         Corporate                                                   (38,832)                (47,605)
                                                              --------------         ---------------
            Subtotal                                                  (3,550)                (20,916)
      Non-Core Businesses                                             (4,011)                  1,603
                                                              --------------         ---------------
            Total                                             $       (7,561)        $       (19,313)
                                                              ==============         ===============

Net Cash Provided by (Used in) Investing Activities:
      Continuing Businesses:
         Specialty Magazines                                  $      (42,694)        $      (185,504)
         Education                                                   (18,936)                 (6,424)
         Information                                                  (8,905)                (15,112)
         Corporate                                                      (338)                 (2,322)
                                                              --------------         ---------------
            Subtotal                                                 (70,873)               (209,362)
      Non-Core Businesses                                             (2,550)                    389
                                                              --------------         ---------------
            Total                                             $      (73,423)        $      (208,973)
                                                              ==============         ===============

Net Cash Provided by (Used in) Financing Activities:
      Continuing Businesses:
         Specialty Magazines                                  $          (14)        $        (1,545)
         Education                                                      (255)                   (881)
         Information                                                     (32)                   (221)
         Corporate                                                    74,662                 237,521
                                                              --------------         ---------------
            Subtotal                                                  74,361                 234,874
      Non-Core Businesses                                                541                       -
                                                              --------------         ---------------
            Total                                             $       74,902         $       234,874
                                                              ==============         ===============
</TABLE>



EBITDA from  Continuing  Businesses  increased  by 12.2% to $63,060 in the three
months  ended  March  31,  1998  over  1997  mainly as a result of growth in all
segments  attributable to existing operations and product  acquisitions.  EBITDA
from Continuing  Businesses in the specialty magazines segment increased 5.0% to
$33,506  primarily due to strong organic  advertising  and  circulation  revenue
growth and certain  acquisitions,  partially  offset by reduced  margins at Soap
Opera  Digest due to the change from a bi-weekly  to a weekly  magazine.  EBITDA
from Continuing  Businesses in the education  segment increased 13.0% to $23,374
largely   attributable  to  certain  product  line  acquisitions.   EBITDA  from
Continuing  Businesses in the information segment increased 21.3% to $12,557 due
to increases in advertising  revenue at the apartment guides and sales growth at
Bacon's.  EBITDA from the Non-Core Businesses declined 52.5% to $1,828 primarily
as a result of the timing of  divestitures  most of which occurred in the second
half of 1997.

Net cash used in  operating  activities,  as  reported,  during the three months
ended  March 31,  1998,  after  interest  payments of $32,874,  was  $19,313,  a
decrease of $11,752 over the same 1997 period,  due  primarily to an increase in
accounts  receivable.  Net capital  expenditures  were  $5,917  during the three
months  ended March 31, 1998 which was a decrease of $1,071 from the 1997 period
due to the timing of  divestitures  most of which occurred in the second half of
1997.  Payments for  acquisitions  of $200,151 were made during the three months
ended March 31, 1998 primarily for the Cowles  acquisition and including certain
immaterial  purchase price adjustments  relating to previous  acquisitions.  Net
cash  provided by financing  activities,  as  reported,  during the three months
ended  March 31,  1998 was  $234,874  as  compared  to  $74,902 in the same 1997
period.  The  increase  was  primarily   attributable  to  increased  borrowings
associated with acquisitions.


Financing Arrangements

In July 1997, in order to hedge its interest rate risk, the Company entered into
four,  three-year  and two,  four-year  interest rate swap  agreements,  with an
aggregate  notional amount of $600,000.  Under these new swap agreements,  which
commenced on January 2, 1998,  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
the first quarter of 1998, the weighted  average  variable and weighted  average
fixed interest rates on these swap agreements were 5.8% and 6.3%, 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 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
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 will accrue and will be
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 are  cumulative  and  payable
quarterly, in cash, commencing July 1, 1998. Prior to April 1, 2001, the Company
may,  at its  option,  redeem  in whole or in part,  up to $125  million  of the
aggregate liquidation  preference of the Series G Preferred Stock at a price per
share of $108.625  plus  accrued and unpaid  dividends  to the  redemption  date
subject to certain other  restrictions.  On or after April 1, 2003, the Series G
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
G  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 G  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
G Subordinated  Exchange  Debentures  due 2010. 

On February 17,  1998,  the Company  completed a private  offering of $250,000 7
5/8% Senior  Notes.  The 7 5/8% Senior Notes were issued at 99.425%.  The 7 5/8%
Senior Notes mature on April 1, 2008,  with no sinking  fund.  Interest on the 7
5/8% Senior  Notes is payable  semi-annually  in April and October at the annual
rate of 7 5/8%  commencing  October 1, 1998.  The 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 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.


Recent Developments


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 the opinion of the
Company's  management,  it is not  anticipated  that  the  adoption  of this new
accounting  standard will have a material effect on the  consolidated  financial
statements of the Company.

On April 20, 1998, the New Credit Facility expired. As a result, 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.


On April  23,  1998,  the  Company  entered  into a  definitive  stock  purchase
agreement to sell Nelson to Thomson Information Services Inc.

On May 11,  1998,  the Company  commenced an offer to exchange its 7 5/8% Senior
Notes and its 2,500,000 shares of Series G Preferred Stock issued in the Private
Offering  for $250,000 of New Notes and  2,500,000  shares of Series H Preferred
Stock.  The exchange  offer is valid through June 10, 1998. The terms of the New
Notes and the Series H  Preferred  Stock are the same as the terms of the 7 5/8%
Senior  Notes and Series G  Preferred  Stock  except  that the New Notes and the
Series H Preferred Stock have been registered  under the Securities Act of 1933.
The Series H Preferred  Stock is  exchangeable  into 8.625% Class H Subordinated
Exchange  Debentures  due 2010,  in whole but not in part,  at the option of the
Company on any scheduled dividend payment date.  Interest on the New Notes shall
accrue from the last interest  payment date on which interest was paid or, if no
interest  has been paid,  from the original  issuance  date of the 7 5/8% Senior
Notes.  Dividends  on the  Series H  Preferred  Stock  will  accrue  and will be
cumulative  from the last dividend  payment date on which dividends were paid on
shares of the Series G Preferred Stock.

For the period from April 1, 1998  through May 12, 1998,  the Company  completed
three  product-line  acquisitions  in the specialty  magazines  and  information
segments.  The aggregate  purchase price for such acquisitions was approximately
$93,000,  all of which was financed through  borrowings under the Company's Bank
Credit Facilities.





Impact of Inflation


The impact of inflation was immaterial during 1997 and through the first quarter
of 1998.  Paper prices declined  through the first six 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 three  months of 1998,  paper
costs represented  approximately 9.0% 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 can be expected  to  increase in the future.  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.


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

Not Applicable


<PAGE>


SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                  PRIMEDIA Inc.
                                  (Registrant)





Date:     May 14, 1998                       /s/  William F. Reilly
          ------------       --------------------------------------------------
                                                  (Signature)
                                Chairman, Chief Executive Officer and Director
                                          (Principal Executive Officer)






Date:     May 14, 1998                     /s/  Curtis A. Thompson
          ------------       --------------------------------------------------
                                                 (Signature)
                                         Vice President and Controller
                                         (Principal Accounting Officer)