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: June 30, 1999


                         Commission file number: 1-11106


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


               DELAWARE                                    13-3647573

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

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

                                      10151
                                   (Zip Code)

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days.
      Yes X No

Number of shares of common stock,  par value $.01 per share,  outstanding  as of
July 31, 1999: 145,468,389


<PAGE>


                                  PRIMEDIA Inc.

                                      INDEX


                                                                      PAGE
                                                                      ----
Part I.  Financial Information

  Item 1.  Financial Statements
  ------
           Condensed Consolidated Balance Sheets
           (Unaudited) as of June 30, 1999 and
           December 31, 1998                                            2

           Condensed Statements of Consolidated
           Operations (Unaudited) for the six months
           ended June 30, 1999 and 1998                                 3

           Condensed Statements of Consolidated
           Operations (Unaudited) for the three months
           ended June 30, 1999 and 1998                                 4

           Condensed Statements of Consolidated
           Cash Flows (Unaudited) for the six months
           ended June 30, 1999 and 1998                                 5

           Notes to Condensed Consolidated
           Financial Statements (Unaudited)                             6-10

  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
  ------

  Item 4.  Submission of Matters to a Vote of Security Holders          20
  ------


Part II.   Other Information:   None


           Signatures                                                   21





<PAGE>


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




                                                                                         June 30,                      December 31,
                                                                                           1999                            1998
                                                                                    -----------------             ------------------
                                                                                    (dollars in thousands, except per share amounts)

ASSETS
Current assets:
<S>                                                                                 <C>                           <C>
     Cash and cash equivalents                                                      $       30,642                $       24,538
     Accounts receivable, net                                                              226,392                       247,138
     Inventories, net                                                                       31,313                        41,254
     Net assets held for sale                                                              159,791                          -
     Prepaid expenses and other                                                             49,028                        34,212
                                                                                    ---------------               ---------------
         Total current assets                                                              497,166                       347,142

Property and equipment, net                                                                140,379                       147,658
Other intangible assets, net                                                               630,280                       730,241
Excess of purchase price over net assets acquired, net                                   1,482,022                     1,526,503
Deferred income tax asset, net                                                             176,200                       176,200
Other non-current assets                                                                   112,369                       113,330
                                                                                    ---------------               ---------------
                                                                                    $    3,038,416                $    3,041,074
                                                                                    ===============               ===============

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
     Accounts payable                                                               $       82,378                $      118,637
     Accrued interest payable                                                               24,458                        20,451
     Accrued expenses and other                                                            213,325                       220,571
     Deferred revenues                                                                     173,726                       197,131
     Current portion of long-term debt                                                      23,487                        24,397
                                                                                    ---------------               ---------------
         Total current liabilities                                                         517,374                       581,187
                                                                                    ---------------               ---------------

Long-term debt                                                                           2,085,158                     1,956,997
                                                                                    ---------------               ---------------
Other non-current liabilities                                                               31,832                        25,788
                                                                                    ---------------               ---------------
Exchangeable preferred stock                                                               558,593                       557,841
                                                                                    ---------------               ---------------
Common stock subject to redemption  ($.01 par value, 118,260 shares
     and 294,119 shares outstanding at June 30, 1999
     and December 31, 1998, respectively)                                                    1,582                         2,964
                                                                                    ---------------               ---------------
Shareholders' deficiency:
     Common  stock  ($.01  par  value,  148,071,149  shares  and  146,966,562
       shares issued at June 30, 1999 and December 31, 1998,
       respectively)                                                                         1,481                         1,470
     Additional paid-in capital                                                            985,019                       979,720
     Accumulated deficit                                                                (1,107,441)                   (1,030,032)
     Accumulated other comprehensive loss                                                   (1,726)                       (1,720)
     Common stock in treasury, at cost (2,772,300 shares and
       2,752,300 shares at June 30, 1999 and December 31, 1998, respectively)              (33,456)                      (33,141)
                                                                                    ---------------               ---------------

         Total shareholders' deficiency                                                   (156,123)                      (83,703)
                                                                                    ---------------               ---------------

                                                                                    $    3,038,416                $    3,041,074
                                                                                    ===============               ===============
</TABLE>

See notes to condensed consolidated financial statements.

<PAGE>


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


                                                                                                   Six Months Ended
                                                                                                       June 30,

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

<S>                                                                               <C>                             <C>

Sales, net                                                                        $        837,449                $       735,036

Operating costs and expenses:
      Cost of goods sold                                                                   190,687                        170,624
      Marketing and selling                                                                158,185                        130,861
      Distribution, circulation and fulfillment                                            142,828                        128,710
      Editorial                                                                             73,176                         70,338
      Other general expenses                                                                93,097                         76,696
      Corporate administrative expenses                                                     13,931                         13,222
      Depreciation of property and equipment                                                24,054                         19,011
      Gain on the sale of business, net and other                                             -                            (1,849)
      Provision for product line closures                                                   22,000                           -
      Amortization of intangible assets, excess of purchase
          price over net assets acquired and other                                          87,034                         74,727
                                                                                  -----------------               ----------------
Operating income                                                                            32,457                         52,696

Other expense:
      Interest expense                                                                     (81,536)                       (67,792)
      Amortization of deferred financing costs                                              (1,571)                        (1,585)
      Other, net                                                                              (228)                          (276)
                                                                                  -----------------               ----------------

Net loss                                                                                   (50,878)                       (16,957)

Preferred stock dividends:
      Cash                                                                                 (26,531)                       (27,546)
      Series B Preferred Stock redemption premium                                             -                            (9,141)
                                                                                  -----------------               ----------------
Loss applicable to common shareholders                                            $        (77,409)               $       (53,644)
                                                                                  =================               ================

Basic and diluted loss applicable to common shareholders per
      common share:
Net loss                                                                          $           (.53)               $          (.38)
                                                                                  =================               ================

Basic and diluted common shares outstanding                                            144,984,704                    140,173,171
                                                                                  =================               ================

</TABLE>

See notes to condensed consolidated financial statements.


<PAGE>


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


                                                                                                 Three Months Ended
                                                                                                     June 30,

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

Sales, net                                                                        $      426,313                  $      390,050

Operating costs and expenses:
      Cost of goods sold                                                                  97,494                          89,184
      Marketing and selling                                                               79,075                          70,337
      Distribution, circulation and fulfillment                                           69,187                          65,584
      Editorial                                                                           37,120                          37,739
      Other general expenses                                                              46,327                          40,664
      Corporate administrative expenses                                                    6,964                           6,845
      Depreciation of property and equipment                                              11,735                           9,856
      Gain on the sale of business, net and other                                           -                             (1,849)
      Amortization of intangible assets, excess of purchase
          price over net assets acquired and other                                        42,630                          43,276
                                                                                  ---------------                 ---------------
Operating income                                                                          35,781                          28,414

Other income (expense):
      Interest expense                                                                   (41,118)                        (34,371)
      Amortization of deferred financing costs                                              (863)                           (833)
      Other, net                                                                           1,316                            (435)
                                                                                  ---------------                 ---------------

Net loss                                                                                  (4,884)                         (7,225)

Preferred stock dividends:
      Cash                                                                               (13,266)                        (13,202)
                                                                                  ---------------                 ---------------
Loss applicable to common shareholders                                            $      (18,150)                 $      (20,427)
                                                                                  ===============                 ===============

Basic and diluted loss applicable to common shareholders per
      common share:
Net loss                                                                          $         (.12)                 $         (.14)
                                                                                  ===============                 ===============

Basic and diluted common shares outstanding                                          145,371,502                     145,659,940
                                                                                  ===============                 ===============
</TABLE>

See notes to condensed consolidated financial statements.


<PAGE>


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

<TABLE>
<CAPTION>

                                                                                                 Six Months Ended
                                                                                                     June 30,

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

Operating activities:
<S>                                                                               <C>                             <C>
    Net loss                                                                      $      (50,878)                 $      (16,957)
    Adjustments to reconcile net loss to net cash provided by (used in)
       operating activities:
       Depreciation and amortization                                                     112,659                          95,323
       Gain on the sale of business, net and other                                          -                             (1,849)
       Accretion of discount on acquisition obligation, distribution
          advance and other                                                                2,615                           3,691
       Non-cash provision for product line closures                                        8,809                            -
       Other, net                                                                         (1,099)                            257
    Changes in operating assets and liabilities:
       (Increase) decrease in:
         Accounts receivable, net                                                        (12,572)                         19,856
         Inventories, net                                                                 (3,969)                         (4,705)
         Prepaid expenses and other                                                      (15,516)                         (8,096)
        Increase (decrease) in:
         Accounts payable                                                                (27,695)                        (24,088)
         Accrued interest payable                                                          4,007                           7,840
         Accrued expenses and other                                                      (20,247)                        (27,579)
         Deferred revenues                                                                (2,098)                        (13,918)
         Other non-current liabilities                                                        (4)                         (1,543)
                                                                                  ---------------                 ---------------

           Net cash provided by (used in) operating activities                            (5,988)                         28,232
                                                                                  ---------------                 ---------------

Investing activities:
    Additions to property, equipment and other, net                                      (25,018)                        (16,983)
    Proceeds from sales of businesses                                                      5,370                          27,750
    Payments for businesses acquired                                                     (63,806)                       (313,587)
    Investments in joint ventures                                                         (4,630)                         (3,655)
                                                                                  ---------------                 ---------------

          Net cash used in investing activities                                          (88,084)                       (306,475)
                                                                                  ---------------                 ---------------

Financing activities:
    Borrowings under credit agreements                                                   624,227                         520,265
    Repayments of borrowings under credit agreements                                    (487,000)                       (727,400)
    Payments of acquisition obligation                                                   (10,833)                         (3,000)
    Proceeds from issuances of common stock, net of redemptions                            4,680                         200,981
    Redemption of Series B Preferred Stock                                                  -                           (166,739)
    Proceeds from issuance of 7 5/8% Senior Notes, net of discount                          -                            248,562
    Proceeds from issuance of Series G (exchanged into Series H)
       Preferred Stock, net of issuance costs                                               -                            242,299
    Purchases of common stock for the treasury                                              (315)                         (8,555)
    Dividends paid to preferred stock shareholders                                       (26,531)                        (23,974)
    Deferred financing costs paid                                                         (3,177)                         (5,269)
    Other                                                                                   (875)                         (1,042)
                                                                                  ---------------                 ---------------

          Net cash provided by financing activities                                      100,176                         276,128
                                                                                  ---------------                 ---------------

Increase (decrease) in cash and cash equivalents                                           6,104                          (2,115)
Cash and cash equivalents, beginning of period                                            24,538                          22,978
                                                                                  ---------------                 ---------------
Cash and cash equivalents, end of period                                          $       30,642                  $       20,863
                                                                                  ===============                 ===============

Supplemental information:
    Cash interest paid                                                            $       77,533                  $       58,578
                                                                                  ===============                 ===============
</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's condensed  consolidated  financial statements
to conform to the  presentation  used in the current  period.  These  statements
should be read in conjunction with the Company's annual financial statements and
related notes for the year ended  December 31, 1998.  The operating  results for
the three and six month periods ended June 30 are not necessarily  indicative of
the results that may be expected for a full year.


2.  Inventories, net
    ----------------

Inventories consist of the following:

                                                June 30,          December 31,
                                                  1999               1998
                                            --------------       --------------
Finished goods                              $        7,929       $       21,974
Work in process                                        248                  223
Raw materials                                       24,641               22,262
                                            --------------       --------------
                                                    32,818               44,459
Less: Allowance for obsolescence                     1,505                3,205
                                            --------------       ==============
                                            $       31,313       $       41,254
                                            ==============       ==============


3.  Long-term debt
    --------------

Long-term debt consists of the following:

                                                June 30,          December 31,
                                                  1999               1998
                                             -------------       --------------
Borrowings under credit facilities           $   1,395,463       $    1,258,236
10 1/4% Senior Notes due 2004                      100,000              100,000
 8 1/2% Senior Notes due 2006                      299,054              299,001
 7 5/8% Senior Notes due 2008                      248,698              248,643
                                             -------------       --------------
                                                 2,043,215            1,905,880
Obligation under capital leases                     30,506               31,335
Acquisition obligation payable                      34,924               44,179
                                             -------------       --------------
                                                 2,108,645            1,981,394
Less: Current portion                               23,487               24,397
                                             -------------       --------------
                                             $   2,085,158       $    1,956,997
                                             =============       ==============

<PAGE>


On March 11, 1999,  the Company  completed an amendment and  restatement  of its
credit  facilities  to increase them by $250,000.  The  principal  amount of the
additional  $250,000 will be repaid  semi-annually on June 30 and December 31 of
each year, with an initial  payment of $1,250 on June 30, 2000,  installments of
$1,250 on each payment  date  thereafter  through  December 31, 2003 and a final
payment of $240,000 on July 31, 2004.  Additionally,  the Company entered into a
separate  $150,000  bank  revolving  credit  facility  with a final  maturity on
December 30, 1999 and there are currently no borrowings  outstanding  under this
facility.  As of June 30,  1999,  the  Company has unused  bank  commitments  of
approximately $342,000.


4.  Exchangeable Preferred Stock
    ----------------------------

Exchangeable Preferred Stock consists of the following:

                                                     June 30,      December 31,
                                                       1999           1998
                                                 -------------    -------------
$10.00 Series D Exchangeable Preferred Stock     $     195,315    $     195,042
$9.20 Series F Exchangeable Preferred Stock            120,451          120,306
$8.625 Series H Exchangeable Preferred Stock           242,827          242,493
                                                 -------------    -------------
                                                 $     558,593    $     557,841
                                                 =============    =============


$10.00 Series D Exchangeable Preferred Stock

The  Company  authorized  2,000,000  shares  of $.01 par value  $10.00  Series D
Exchangeable  Preferred  Stock,  all of which was issued and outstanding at June
30, 1999 and December 31, 1998. The liquidation and redemption value at June 30,
1999 and December 31, 1998 was $200,000.

$9.20 Series F Exchangeable Preferred Stock

The Company authorized  1,250,000 shares of $.01 par value Series F Exchangeable
Preferred  Stock,  all of which was issued and  outstanding at June 30, 1999 and
December 31, 1998. The  liquidation  and  redemption  value at June 30, 1999 and
December 31, 1998 was $125,000.

$8.625 Series H Exchangeable Preferred Stock

The Company authorized  2,500,000 shares of $.01 par value Series H Exchangeable
Preferred  Stock,  all of which was issued and  outstanding at June 30, 1999 and
December 31, 1998. The  liquidation  and  redemption  value at June 30, 1999 and
December 31, 1998 was $250,000.



<PAGE>


5.  Comprehensive Income (Loss)
    ---------------------------

Comprehensive income (loss) for the six and three months ended June 30, 1999 and
1998 is presented in the following tables:


                                                          Six Months Ended
                                                     June 30,         June 30,
                                                       1999             1998
                                                  ------------       ----------
Net loss                                          $   (50,878)       $ (16,957)
Other comprehensive loss:
   Foreign currency translation adjustments                (6)             (14)
                                                  ------------       ----------
Total comprehensive loss                          $   (50,884)       $ (16,971)
                                                  ============       ==========


                                                         Three Months Ended
                                                    June 30,           June 30,
                                                      1999              1998
                                                  -----------        ----------
Net loss                                          $   (4,884)        $  (7,225)
Other comprehensive income (loss):
   Foreign currency translation adjustments               29              (135)
                                                  -----------        ----------
Total comprehensive loss                          $   (4,855)        $  (7,360)
                                                  ===========        ==========


6.  Loss per Common Share
    ---------------------

Loss per share for the six and three-month  periods ended June 30, 1999 and 1998
has been determined based on net loss after preferred stock  dividends,  divided
by the weighted  average  number of common  shares  outstanding  for all periods
presented. The effect of the assumed exercise of non-qualified stock options was
not included in the  computation of diluted loss per share because the effect of
inclusion would be antidilutive.


7.  Acquisitions
    ------------

During the six-month period ended June 30, 1999, the Company  completed  several
acquisitions,  in all segments, which were financed through borrowings under the
Company's  credit  agreements.  The cash payments for these  acquisitions  on an
aggregate  basis were  $63,806  (net of  liabilities  assumed  of  approximately
$49,700)  and  the  excess   purchase   price  over  net  assets   acquired  was
approximately  $77,200. These amounts include certain purchase price adjustments
related to prior year acquisitions.

The preliminary  purchase cost allocations for the 1999 acquisitions are subject
to  adjustment  when  additional  information  concerning  asset  and  liability
valuations  is obtained.  The final asset and  liability  fair values may differ
from those set forth in the accompanying condensed consolidated balance sheet at
June 30, 1999;  however,  the changes are not expected to have a material effect
on the consolidated financial statements of the Company.

<PAGE>


These  acquisitions  have all been  accounted  for by the purchase  method.  The
financial  statements  include  the  operating  results  of  these  acquisitions
subsequent  to  their  respective   dates  of  acquisition.   If  the  foregoing
acquisitions had occurred on January 1, 1998, they would not have had a material
impact on the results of  operations  for the six or  three-month  periods ended
June 30, 1999 and 1998.


8.  Divestitures
    ------------

On  April  22,  1999,  the  Company   announced  its  intention  to  divest  its
supplemental  education  group,  which is comprised of Weekly  Reader,  American
Guidance Service and PRIMEDIA  Reference.  At that time, in accordance with SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long- Lived
Assets to Be Disposed Of", the supplemental education group ceased to depreciate
its property and  equipment  and ceased to amortize  its  intangible  assets and
excess of  purchase  price  over net assets  acquired.  The  Company  expects to
complete  the  divestitures  by the end of 1999.  Proceeds  from the sale of the
group are expected to exceed its net carrying  value and will  primarily be used
to pay down  borrowings  under  the  credit  facilities.  The net  assets of the
supplemental  education group are recorded at their carrying value as net assets
held for sale on the  accompanying  condensed  consolidated  balance sheet as of
June 30, 1999.


9.  Product Line Closures
    ---------------------

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


10. Business Segment Information
    ----------------------------

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


During  1998,  the  Company  divested or  discontinued  the  following  non-core
business units: Nelson  Publications,  Inc.  ("Nelson"),  The Daily Racing Form,
certain   enthusiast  titles  and  the  Funk  and  Wagnalls'   products.   These
divestitures  and  product  discontinuances  are  collectively  referred  to  as
Non-Core Businesses. The Company has segregated the Non-Core Businesses from the
aforementioned  segments because the Company's chief  decision-maker views these
businesses  separately when evaluating and making  decisions  regarding  ongoing
operations.



<PAGE>



<TABLE>
<CAPTION>

                                                         Six Months Ended                  Three Months Ended
                                                             June 30,                           June 30,
                                                    1999                1998            1999              1998
                                               -------------       -------------    -------------     -------------
Sales, Net:
<S>                                            <C>                 <C>              <C>               <C>
  Specialty Magazines                          $     515,991       $     440,155    $     269,828     $     247,112
  Information                                        150,058             119,290           76,313            61,460
  Education                                          171,400             140,039           80,172            62,389
  Other:
    Non-Core Businesses                                 -                 35,552             -               19,089
                                               -------------       -------------    -------------     -------------
        Total                                  $     837,449       $     735,036    $     426,313     $     390,050
                                               =============       =============    =============     =============


EBITDA (1):
  Specialty Magazines                          $      97,384       $      86,211    $      57,744     $      52,705
  Information                                         32,285              29,139           17,117            16,582
  Education                                           49,807              36,892           22,249            13,518
  Other:
    Corporate                                        (13,931)            (13,222)          (6,964)           (6,845)
    Non-Core Businesses                                 -                  5,565             -                3,737
                                               --------------       -------------   --------------    -------------
        Total                                  $     165,545        $    144,585    $      90,146     $      79,697
                                               ==============       =============   ==============    =============

</TABLE>

(1)  EBITDA   represents   earnings  before   interest,   taxes,   depreciation,
amortization and provision for one-time charges.

The following is a reconciliation of EBITDA to operating income:


<TABLE>
<CAPTION>

                                                          Six Months Ended                 Three Months Ended
                                                              June 30,                          June 30,
                                                     1999               1998             1999              1998
                                                 ------------        ------------    ------------      ------------
<S>                                              <C>                 <C>             <C>               <C>
Total EBITDA                                     $   165,545         $   144,585     $    90,146       $    79,697
Depreciation of property and equipment               (24,054)            (19,011)        (11,735)           (9,856)
Amortization of intangible assets, excess
   of purchase price over net assets
   acquired and other                                (87,034)            (74,727)        (42,630)          (43,276)
Gain on sale of business, net and other                    -               1,849            -                1,849
Provision for product line closures                  (22,000)               -               -
                                                                                                              -
                                                 ------------        ------------    ============      ============
Operating income                                 $    32,457         $    52,696     $    35,781       $    28,414
                                                 ============        ============    ============      ============

</TABLE>

<PAGE>





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

INTRODUCTION

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

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

Management believes a meaningful comparison of the results of operations for the
six and three  months  ended  June 30,  1999 and 1998 is  obtained  by using the
segment information.  In addition,  the Company presents results from continuing
businesses  ("Continuing  Businesses") which exclude the results of the non-core
businesses ("Non-Core Businesses"),  which are either sold businesses or product
discontinuances.  The Non-Core Businesses include Nelson, The Daily Racing Form,
certain  enthusiast  titles  and Funk and  Wagnalls'  products  which  have been
divested or discontinued in 1998.  Management believes that this presentation is
the most useful way to analyze the historical trends of the businesses.

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




<PAGE>


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


                                                Six Months Ended                          Three Months Ended
                                                    June 30,                                   June 30,
                                          1999                 1998                 1999               1998
                                     ---------------      ---------------     ---------------     ---------------
Sales, Net:
<S>                                  <C>                  <C>                 <C>                 <C>
  Continuing Businesses:
    Specialty Magazines              $       515,991      $       440,155     $       269,828     $       247,112
    Information                              150,058              119,290              76,313              61,460
    Education                                171,400              140,039              80,172              62,389
                                     ---------------      ---------------     ---------------     ---------------
      Subtotal                               837,449              699,484             426,313             370,961
  Non-Core Businesses                           -                  35,552                -                 19,089
                                     ---------------      ---------------     ---------------     ---------------
      Total                          $       837,449      $       735,036     $       426,313     $       390,050
                                     ===============      ===============     ===============     ===============


EBITDA:
  Continuing Businesses:
    Specialty Magazines              $        97,384      $        86,211     $        57,744     $        52,705
    Information                               32,285               29,139              17,117              16,582
    Education                                 49,807               36,892              22,249              13,518
    Corporate                                (13,931)             (13,222)             (6,964)             (6,845)
                                     ---------------      ---------------     ---------------     ---------------
      Subtotal                               165,545              139,020              90,146              75,960
  Non-Core Businesses                           -                   5,565                -                  3,737
                                     ---------------      ---------------     ---------------     ---------------
      Total                          $       165,545      $       144,585     $        90,146     $        79,697
                                     ===============      ===============     ===============     ===============


Operating Income (Loss):
  Continuing Businesses:
    Specialty Magazines              $        45,288      $        46,905      $       31,020     $        29,242
    Information                               15,202               17,075               7,560              10,434
    Education                                (13,599)             (10,023)              4,419             (14,783)
    Corporate                                (14,434)             (13,559)             (7,218)             (7,024)
                                     ---------------      ---------------      --------------     ---------------
      Subtotal                                32,457               40,398              35,781              17,869
  Non-Core Businesses                           -                  12,298                -                 10,545
                                     ---------------      ---------------      --------------     ---------------
      Total                                   32,457               52,696              35,781              28,414

Other Income (Expense):
      Interest expense                       (81,536)             (67,792)            (41,118)            (34,371)
      Amortization of deferred
           financing costs                    (1,571)              (1,585)               (863)               (833)
      Other, net                                (228)                (276)              1,316                (435)
                                     ---------------      ---------------      --------------     ---------------
Net Loss                             $       (50,878)     $       (16,957)     $       (4,884)    $        (7,225)
                                     ===============      ===============      ==============     ===============


</TABLE>


<PAGE>




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

Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998:

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

Total  sales  increased  13.9% to  $837,449 in the first six months of 1999 from
$735,036 in the 1998 period. Sales from Continuing Businesses increased 19.7% to
$837,449 in 1999 from $699,484 in 1998 due to growth in all segments.

Total EBITDA  increased  $20,960 or 14.5% to $165,545 in 1999 from $144,585
in 1998. EBITDA from Continuing  Businesses  increased 19.1% to $165,545 in
1999 from $139,020 in 1998 due to growth in all segments.

Total operating income decreased 38.4% to $32,457 in 1999 compared to $52,696 in
1998. Operating income from Continuing  Businesses decreased 19.7% to $32,457 in
1999 compared to $40,398 in 1998. This decrease was due primarily to the $22,000
charge  related to product line  closures at PRIMEDIA  Workplace  Learning,  and
increased  amortization  expense  resulting from  acquisitions,  which more than
offset the growth in EBITDA.

Interest  expense  increased by $13,744 or 20.3% in the first six months of 1999
compared to 1998.  This  increase is the result of increased  borrowings to
fund acquisitions made during 1999 and 1998.

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

Sales from  Continuing  Businesses  increased 17.2% to $515,991 in the first six
months  of  1999  from  $440,155  in  1998,  due  primarily  to  the  impact  of
acquisitions, such as PRIMEDIA Enthusiast Publications ("PEP", formerly known as
Cowles  Enthusiast  Media)  and the Youth  Entertainment  Group.  The  Company's
consumer titles generally benefited from a positive  advertising and circulation
environment during the first six months of 1999.

EBITDA  from  Continuing  Businesses  increased  13.0% to  $97,384  in 1999 from
$86,211 in 1998. The EBITDA margin for Continuing  Businesses decreased to 18.9%
in 1999 from 19.6% in 1998.  The  decreased  margin is  reflective  of increased
advertising and circulation costs for the soap opera titles and higher
circulation costs at Seventeen in the first six months of 1999.

Operating  income from Continuing  Businesses  decreased 3.4% to $45,288 in 1999
from  $46,905 in 1998.  The EBITDA  growth  during the 1999 period was more than
offset by increased amortization arising from acquisitions.

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

Sales from Continuing  Businesses  increased 25.8% to $150,058 in the first
six  months  of 1999 from  $119,290  in 1998.  The  increase  is  primarily
attributable to the growth of apartment guides as well as acquisitions.

EBITDA  from  Continuing  Businesses  increased  10.8% to  $32,285  in 1999 from
$29,139 in 1998.  The  EBITDA  margin  decreased  to 21.5% in 1999 from 24.4% in
1998. The decrease in the margin is reflective of increased Internet  investment
in 1999 and a shift in mix to higher growth, lower margin apartment guides.

Operating income from Continuing  Businesses  decreased 11.0% to $15,202 in 1999
from  $17,075 in 1998.  The EBITDA  growth  during the 1999 period was more than
offset by increased amortization arising from acquisitions.


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

Sales from  Continuing  Businesses  increased 22.4% to $171,400 in the first six
months of 1999 from $140,039 in 1998,  primarily  attributable to  acquisitions,
such as American Guidance  Service,  partially offset by lower sales at PRIMEDIA
Workplace  Learning where  unprofitable  product lines were closed. In addition,
for the first  six  months  of 1998,  advertising  revenue  at  Channel  One was
reduced due to the failure of Pan Am's Galaxy IV satellite, which interrupted
broadcasting for the last two weeks of the school year.

EBITDA  from  Continuing  Businesses  increased  35.0% to  $49,807  in 1999 from
$36,892 in 1998.  The  EBITDA  margin  increased  to 29.1% in 1999 from 26.3% in
1998. The increase in the margin reflects the positive results of the refocusing
effort at  PRIMEDIA  Workplace  Learning,  as well as the  satellite  failure at
Channel One, which occurred during the first half of 1998.

Operating loss from  Continuing  Businesses  increased  35.7% to $13,599 in 1999
from  $10,023 in 1998.  This  change was due  primarily  to the  $22,000  charge
related to product line closures at PRIMEDIA  Workplace Learning which more than
offset EBITDA growth during the 1999 period.



<PAGE>


Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998:

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

Total  sales  increased  9.3% to  $426,313  in the  second  quarter of 1999 from
$390,050 in the 1998 period. Sales from Continuing Businesses increased 14.9% to
$426,313 in the second  quarter of 1999 from  $370,961 in the second  quarter of
1998 due to growth in all segments.

Total EBITDA increased $10,449 or 13.1% to $90,146 in the second quarter of 1999
from $79,697 in the second quarter of 1998.  EBITDA from  Continuing  Businesses
increased  18.7% to $90,146 in the  second  quarter of 1999 from  $75,960 in the
second quarter of 1998 due to growth in all segments.

Total operating  income increased 25.9% to $35,781 in the second quarter of 1999
compared  to $28,414  in the  second  quarter  of 1998.  Operating  income  from
Continuing  Businesses increased 100.2% to $35,781 in the second quarter of 1999
compared to $17,869 in the second quarter of 1998.  This change was due
primarily to the growth in EBITDA.

Interest expense increased by $6,747 or 19.6% in the second quarter of 1999
compared to 1998.  This  increase is the result of increased  borrowings to
fund acquisitions made during 1999 and 1998.

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

Sales  from  Continuing  Businesses  increased  9.2% to  $269,828  in the second
quarter  of  1999  from  $247,112  in  1998,  due  primarily  to the  impact  of
acquisitions,  such as the  Youth  Entertainment  Group  and  trade  shows.  The
Company's  consumer titles generally  benefited from a positive  advertising and
circulation  environment  during 1999, while certain business to business titles
in the international and capital equipment areas experienced softness.

EBITDA  from  Continuing  Businesses  increased  9.6% to  $57,744  in the second
quarter of 1999 from $52,705 in the second  quarter of 1998.  The EBITDA  margin
for Continuing  Businesses  increased slightly to 21.4% in the second quarter of
1999.

Operating  income from  Continuing  Businesses  increased 6.1% to $31,020 in the
second  quarter of 1999 from $29,242 in the second  quarter of 1998.  The EBITDA
growth  during  the 1999  period  more than  offset the  increased  amortization
arising from acquisitions.

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

Sales from Continuing  Businesses  increased 24.2% to $76,313 in the second
quarter  of 1999 from  $61,460  in the same  period of 1998.  The  increase  is
primarily  attributable  to the  growth  of  apartment  guides  as  well as
acquisitions.

EBITDA  from  Continuing  Businesses  increased  3.2% to  $17,117  in the second
quarter of 1999 from  $16,582  in the same  period of 1998.  The  EBITDA  margin
decreased  to 22.4% in the second  quarter of 1999 from 27.0% in the same period
of 1998.  The  decrease  in the  margin  is  reflective  of  increased  Internet
investment in 1999 and a shift in mix to higher growth,  lower margin  apartment
guides.

Operating  income from  Continuing  Businesses  decreased 27.5% to $7,560 in the
second  quarter  of 1999 from  $10,434  in the same  period of 1998.  The EBITDA
growth  during the 1999  period was more than offset by  increased  amortization
arising from acquisitions.



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

Sales  from  Continuing  Businesses  increased  28.5% to  $80,172  in the second
quarter of 1999 from $62,389 in the same period of 1998, primarily  attributable
to acquisitions,  such as American Guidance  Service,  partially offset by lower
sales at PRIMEDIA  Workplace  Learning  where  unprofitable  product  lines were
closed.  In addition,  for the second  quarter of 1998,  advertising  revenue at
Channel One was  reduced  due to the  failure of Pan Am's  Galaxy IV  satellite,
which interrupted broadcasting for the last two weeks of the school year.

EBITDA  from  Continuing  Businesses  increased  64.6% to  $22,249 in the second
quarter of 1999 from  $13,518  in the same  period of 1998.  The  EBITDA  margin
increased  to 27.8% in the  second  quarter  of 1999  from  21.7% in the  second
quarter of 1998. The increase in the margin reflects the positive results of the
refocusing  effort at  PRIMEDIA  Workplace  Learning,  as well as the  satellite
failure at Channel One, which occurred during the second quarter of 1998.

Operating  income  (loss) from  Continuing  Businesses  was $4,419 in the second
quarter of 1999 compared to $(14,783) in the second quarter of 1998. This change
was due primarily to growth in EBITDA and an unprofitable network discontinuance
provision recorded in the second quarter of 1998.

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

Consolidated working capital deficiency,  including net assets held for sale and
current  portion of long-term  debt, was $20,208 at June 30, 1999 as compared to
$234,045 at December 31, 1998. Consolidated working capital deficiency primarily
reflects the recording of deferred revenues as a current liability. In addition,
advertising costs are expensed when the promotional  activities occur except for
certain  direct-response  advertising  costs  which  are  capitalized  as  other
non-current  assets and amortized over the estimated  period of future  benefit.
Consolidated working capital deficiency has decreased at June 30, 1999 primarily
due to the  reclassification  of the assets  and  liabilities  of the  Company's
supplemental education group to net assets held for sale.

Net cash provided by (used in) operating  activities during the six months ended
June 30, 1999, after interest payments of $77,533, was $(5,988),  as compared to
$28,232 during the same 1998 period,  primarily due to higher interest  payments
and increased  accounts  receivable levels which more than offset EBITDA growth.
Net capital  expenditures were $25,018 during the six months ended June 30, 1999
compared to $16,983  during the 1998 period due primarily to increased  spending
on new office space and  computer  system  upgrades.  Net cash used in investing
activities  during  the six  months  ended June 30,  1999  decreased  to $88,084
compared  to  $306,475  in the same  1998  period,  due to the  higher  level of
acquisition  spending in 1998. Net cash provided by financing  activities during
the six months  ended June 30,  1999 was  $100,176,  compared to $276,128 in the
same 1998 period.  Borrowings  were higher in 1998 to fund  greater  acquisition
spending.

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


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

On March 11, 1999,  the Company  completed an amendment and  restatement  of its
credit  facilities  to increase them by $250,000.  The  principal  amount of the
additional  $250,000 will be repaid  semi-annually on June 30 and December 31 of
each year, with an initial  payment of $1,250 on June 30, 2000,  installments of
$1,250 on each payment  date  thereafter  through  December 31, 2003 and a final
payment of $240,000 on July 31, 2004.  Additionally,  the Company entered into a
separate  $150,000  bank  revolving  credit  facility  with a final  maturity on
December 30, 1999 and there are currently no borrowings  outstanding  under this
facility.  As of June 30,  1999,  the  Company has unused  bank  commitments  of
approximately $342,000.

Divestitures:
-------------

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


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

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

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

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

PRIMEDIA instituted a company-wide Year 2000 Project ("Project") beginning early
1997. The Project  addresses issues regarding  computer  infrastructure,  system
software and third-party vendors. The Project has been divided into four phases:
(1)  inventorying  all  computer  systems and  identifying  those with Year 2000
issues;  (2) assessment  including  prioritization;  (3)  remediation  including
modification,  upgrading and replacement;  and (4) testing. The Company's senior
management and the Board of Directors  receive  regular updates on the status of
the Project. As of June 30, 1999, the majority of the Company's critical systems
have been  remediated and tested.  Further  testing will continue to ensure that
all remaining systems are compliant.

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

The total cost of  approximately  $13,000 is attributable to the on-going system
improvements  of the Company  and  addresses  the Year 2000  Problem at the same
time. As of June 30, 1999, the majority of the $13,000 has been expended through
funding  from  existing  operations.  The  remaining  amount is  expected  to be
incurred during the third quarter of 1999 and is not expected to have a material
effect on the Company's liquidity or results of operations.  These costs include
the  replacement  of systems and  equipment,  outside  consultants  and software
repairs.  The Project has been integrated into the Company's overall  technology
upgrading  plans  and  no  important  information  technology  plans  have  been
deferred.

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

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

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

<PAGE>


Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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


<PAGE>



Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The Annual Meeting of Shareholders was held on May 12, 1999.

(b) At the meeting,  incumbent  directors  William F.  Reilly,  Henry R. Kravis,
George R. Roberts,  Michael T. Tokarz, Perry Golkin, Charles G. McCurdy, Beverly
C. Chell and Meyer  Feldberg were  re-elected and new director H. John Greeniaus
was elected.

(c) Set forth below is a  description  of the items that were voted upon at such
meeting and the number of votes cast for, against or withheld,  plus abstentions
and broker non-votes, as to each such matter and director.

(i)      Election of Directors:

An election of nine  directors was held and the shares so present were voted for
as follows for the election of each of the following:

                                Number of              Number of
                            Shares Voted for       Shares Withheld
                            ----------------       ---------------

William F. Reilly              141,635,520              270,882
Henry R. Kravis                141,646,429              259,973
George R. Roberts              141,686,129              220,273
Michael T. Tokarz              141,647,054              259,348
Perry Golkin                   141,647,054              259,348
Charles G. McCurdy             141,647,129              259,273
Beverly C. Chell               141,645,870              260,532
Meyer Feldberg                 141,686,954              219,448
H. John Greeniaus              141,687,454              218,948

(ii) The approval of the Company's Short-Term Senior Executive Non-Discretionary
Plan was ratified with  141,706,117  votes for, 160,986 votes against and 39,299
votes abstaining.

(iii) The approval of the Company's  Long-Term  Incentive  Compensation Plan was
ratified with  138,885,618  votes for,  2,984,563 votes against and 36,221 votes
abstaining.

(iv) The  approval  of the  Company's  1992 Stock  Purchase  and Option Plan (as
amended) was ratified with  140,629,158  votes for,  1,226,368 votes against and
50,876 votes abstaining.

(v) The approval of Deloitte & Touche LLP as independent  public accountants for
the  Company  for the fiscal year ending  December  31, 1999 was  ratified  with
141,871,730 votes for, 15,645 votes against and 19,027 votes abstaining.




<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:   August 12, 1999                   /s/  William F. Reilly
        ------------------       -----------------------------------------------
                                                 (Signature)
                                  Chairman, Chief Executive Officer and Director
                                       (Principal Executive Officer)






Date:   August 12, 1999                    /s/  Robert J. Sforzo
        -------------------      -----------------------------------------------
                                                  (Signature)
                                        Vice President and Controller
                                       (Principal Accounting Officer)