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, 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
July 31, 1998: 145,400,960



<PAGE>


                                  PRIMEDIA Inc.

                                      INDEX


                                                                        PAGE

Part I.  Financial Information

 Item 1.   Financial Statements
--------
           Condensed Consolidated Balance Sheets
           (Unaudited) as of December 31, 1997 and
           June 30, 1998 
                                                                            2
           Condensed Statements of Consolidated
           Operations (Unaudited) for the six months
           ended June 30, 1997 and 1998                                     3
  
           Condensed Statements of Consolidated
           Operations (Unaudited) for the three months
           ended June 30, 1997 and 1998                                     4

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

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

 Item 2.   Management's Discussion and Analysis of
 -------   Financial Condition and Results of Operations                13-22

 Item 3.   Quantitative and Qualitative Disclosures About Market Risk      23
--------
 Item 4.   Submission of Matters to a Vote of Security Holders             24
--------

Part II.   Other Information:  None


Signatures                                                                 25






<PAGE>


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

<TABLE>
<CAPTION>



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

ASSETS
Current assets:
<S>                                                                     <C>                       <C>         
  Cash and cash equivalents                                             $     22,978              $     20,863
  Accounts receivable, net                                                   199,289                   206,211
  Inventories, net                                                            27,597                    36,786
  Net assets held for sale                                                    38,665                    23,900
  Prepaid expenses and other                                                  33,971                    38,489
                                                                        -------------             -------------
     Total current assets                                                    322,500                   326,249

Property and equipment, net                                                  116,361                   121,135
Other intangible assets, net                                                 660,268                   781,792
Excess of purchase price over net assets acquired, net                     1,111,785                 1,261,008
Deferred income tax asset, net                                               176,200                   176,200
Other non-current assets                                                      98,876                   112,824
                                                                        -------------             -------------
                                                                        $  2,485,990              $  2,779,208
                                                                        =============             =============

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
  Current liabilities:
  Accounts payable                                                      $     95,546              $     76,832
  Accrued interest payable                                                    13,622                    21,462
  Accrued expenses and other                                                 204,770                   201,615
  Deferred revenues                                                          140,474                   170,506
  Current maturities of long-term debt                                        14,333                    22,167
                                                                        -------------             -------------
     Total current liabilities                                               468,745                   492,582
                                                                        -------------             -------------

Long-term debt                                                             1,656,541                 1,689,526
                                                                        -------------             -------------
Other non-current liabilities                                                 48,271                    61,637
                                                                        -------------             -------------
Exchangeable preferred stock                                                 470,280                   557,448
                                                                        -------------             -------------
Common stock subject to redemption ($.01 par value, 
  402,650 shares and 356,909 shares outstanding at December
  31, 1997 and June 30, 1998, respectively)                                    4,376                     4,274
                                                                        -------------             -------------
Shareholders' deficiency:
Common stock ($.01 par value, 129,797,078 shares and
  145,080,351 shares outstanding at December 31, 1997
  and June 30, 1998, respectively)                                             1,298                     1,451
  Additional paid-in capital                                                 780,191                   978,215
  Accumulated deficit                                                       (929,011)                 (982,655)
  Accumulated other comprehensive loss                                        (1,543)                   (1,557)
  Common stock in treasury, at cost (1,048,600 shares and 1,687,300
  shares at December 31, 1997 and June 30, 1998, respectively)               (13,158)                  (21,713)
                                                                        -------------             -------------

     Total shareholders' deficiency                                         (162,223)                  (26,259)
                                                                        -------------             -------------

                                                                        $  2,485,990              $  2,779,208
                                                                        =============             =============
</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,

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

Sales, net:
<S>                                                                     <C>                       <C>         
  Specialty Magazines                                                   $    363,477              $    441,574
  Education                                                                  221,355                   143,466
  Information                                                                136,221                   149,996
                                                                        -------------             -------------
Total sales, net                                                             721,053                   735,036

Operating costs and expenses:
  Cost of goods sold                                                         159,663                   170,624
  Marketing and selling                                                      138,718                   130,861
  Distribution, circulation and fulfillment                                  127,249                   128,710
  Editorial                                                                   59,677                    70,338
  Other general expenses                                                      80,839                    76,696
  Corporate administrative expenses                                           12,710                    13,222
  Depreciation and amortization of prepublication
     costs, property and equipment                                            18,224                    19,011
  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                                 63,977                    74,727
                                                                        -------------             -------------
Operating income                                                              59,996                    52,696

Other income (expense):
  Interest expense                                                           (68,963)                  (67,792)
  Amortization of deferred financing costs                                    (1,582)                   (1,585)
  Other, net                                                                      18                      (276)
                                                                        -------------             -------------

Loss before income tax benefit and extraordinary charge                      (10,531)                  (16,957)
Income tax benefit - carryback claim                                           1,685                         -
                                                                        -------------             -------------
Loss before extraordinary charge                                              (8,846)                  (16,957)
Extraordinary charge - extinguishment of debt                                (15,401)                        -
                                                                        -------------             -------------
Net loss                                                                     (24,247)                  (16,957)

Preferred stock dividends:
  Cash                                                                       (20,330)                  (27,546)
  Non-cash dividends in kind                                                  (4,451)                        -
  Series B Preferred Stock redemption premium                                      -                    (9,141)
                                                                        -------------             -------------
Loss applicable to common shareholders                                  $    (49,028)             $    (53,644)
                                                                        =============             =============

Basic and diluted loss applicable to common shareholders
  per common share:
  Loss before extraordinary charge                                      $       (.26)             $       (.38)
  Extraordinary charge                                                          (.12)                        -
                                                                        -------------             -------------
  Net loss                                                              $       (.38)             $       (.38)
                                                                        =============             =============

Basic and diluted common shares outstanding                              129,201,826               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,

                                                                              1997                      1998
                                                                           ---------                 ---------
                                                                        (dollars in thousands, except per share amounts)
Sales, net:
<S>                                                                     <C>                       <C>         
  Specialty Magazines                                                   $    189,364              $    247,345
  Education                                                                  107,487                    65,204
  Information                                                                 71,911                    77,501
                                                                        -------------             -------------
Total sales, net                                                             368,762                   390,050

Operating costs and expenses:
  Cost of goods sold                                                          79,565                    89,184
  Marketing and selling                                                       68,516                    70,337
  Distribution, circulation and fulfillment                                   63,862                    65,584
  Editorial                                                                   30,367                    37,739
  Other general expenses                                                      38,336                    40,664
  Corporate administrative expenses                                            5,960                     6,845
  Depreciation and amortization of prepublication costs,
     property and equipment                                                    8,385                     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                                 34,253                    43,276
                                                                        -------------             -------------

Operating income                                                              39,518                    28,414
Other expense:
  Interest expense                                                           (34,622)                  (34,371)
  Amortization of deferred financing costs                                      (740)                     (833)
  Other, net                                                                    (456)                     (435)
                                                                        -------------             -------------

Income (loss) before extraordinary charge                                      3,700                    (7,225)
Extraordinary charge - extinguishment of debt                                (13,847)                        -
                                                                        -------------             -------------
Net loss                                                                     (10,147)                   (7,225)

Preferred stock dividends:
  Cash                                                                       (12,455)                  (13,202)
                                                                        -------------             -------------
Loss applicable to common shareholders                                  $    (22,602)             $    (20,427)
                                                                        =============             =============

Basic and diluted loss applicable to common shareholders
  per common share:
  Loss before extraordinary charge                                      $       (.07)             $       (.14)
  Extraordinary charge                                                          (.11)                        -
                                                                        -------------             -------------
  Net loss                                                              $       (.18)             $       (.14)
                                                                        =============             =============

Basic and diluted common shares outstanding                              129,289,307               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,

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

Operating activities:
<S>                                                                     <C>                       <C>          
  Net loss                                                              $    (24,247)             $    (16,957)
  Adjustments to reconcile net loss to net cash provided by
     operating activities:
     Depreciation and amortization                                            83,783                    95,323
     Gain on the sale of business, net and other                                   -                    (1,849)
     Accretion of discount on acquisition obligation, distribution
       advance and other                                                       3,305                     3,691
     Extraordinary charge - extinguishment of debt                            15,401                         -
     Other, net                                                                 (177)                      257
  Changes in operating assets and liabilities:
     (Increase) decrease in:
       Accounts receivable, net                                               22,515                    19,856
       Inventories, net                                                        1,130                    (4,705)
       Prepaid expenses and other                                            (11,333)                   (8,096)
     Increase (decrease) in:
       Accounts payable                                                      (29,085)                  (24,088)
       Accrued interest payable                                                  876                     7,840
       Accrued expenses and other                                            (16,185)                  (27,579)
       Deferred revenues                                                     (18,737)                  (13,918)
       Other non-current liabilities                                          (1,844)                   (1,543)
                                                                        -------------             -------------

        Net cash provided by operating activities                             25,402                    28,232
                                                                        -------------             -------------

Investing activities:
  Additions to property, equipment and other, net                            (14,603)                  (16,983)
  Proceeds from sales of businesses                                            5,423                    27,750
  Payments for businesses acquired                                          (142,291)                 (313,587)
  Investments in joint ventures                                                    -                    (3,655)
                                                                        -------------             -------------

        Net cash used in investing activities                               (151,471)                 (306,475)
                                                                        -------------             -------------

Financing activities:
  Borrowings under credit agreements                                         523,930                   520,265
  Repayments of borrowings under credit agreements                          (142,950)                 (727,400)
  Payments of acquisition obligation                                          (3,000)                   (3,000)
  Proceeds from issuances of common stock, net of redemptions                  2,203                   200,981
  Redemptions and purchases of 10 5/8% Senior Notes                         (242,787)                        -
  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 Preferred Stock, net of
     issuance costs                                                                -                   242,299
  Purchases of common stock for the treasury                                       -                    (8,555)
  Dividends paid to preferred stock shareholders                             (20,330)                  (23,974)
  Deferred financing costs paid                                               (1,617)                   (5,269)
  Other                                                                          233                    (1,042)
                                                                        -------------             -------------

        Net cash provided by financing activities                            115,682                   276,128
                                                                        -------------             -------------

Decrease in cash and cash equivalents                                        (10,387)                   (2,115)
Cash and cash equivalents, beginning of period                                36,655                    22,978
                                                                        -------------             -------------
Cash and cash equivalents, end of period                                $     26,268              $     20,863
                                                                        =============             =============

Supplemental information:
  Cash interest paid                                                    $     67,060              $     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  financial  statements  to  conform  to the
classifications  used in the current period. 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.

The Company's  operations  have been  organized  into three  business  segments:
specialty  magazines,  education and information.  In the first quarter of 1998,
the Company reclassified  PRIMEDIA Reference from the information segment to the
education  segment and has restated  prior  periods  accordingly.  The Company's
management  believes that the education  segment is more reflective of the focus
of the PRIMEDIA Reference products.

In 1998,  the  Company  adopted  Statement  of  Financial  Accounting  Standards
("SFAS") No. 130, "Reporting  Comprehensive  Income" (see Note 12). In 1998, the
Company  adopted  the  American  Institute  of  Certified  Public   Accountants'
("AICPA")  Statement  of Position  ("SOP")  98-1,  "Accounting  for the Costs of
Computer  Software  Developed or Obtained for Internal Use". Under the Company's
previous  accounting policy,  internal use software costs,  whether developed or
obtained,  were generally expensed as incurred. In compliance with SOP 98-1, the
Company   expenses  costs  incurred  in  the  preliminary   project  stage  and,
thereafter,  capitalizes  costs  incurred  in the  developing  or  obtaining  of
internal use software.  Certain  costs,  such as maintenance  and training,  are
expensed as incurred.  Capitalized costs are amortized over a period of not more
than five years and are subject to impairment  evaluation in accordance with the
provisions of SFAS No. 121,  "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived  Assets to Be Disposed Of". The adoption of SOP 98-1 resulted
in an increase in operating  income and a decrease in net loss of  approximately
$2,800 ($.02 per share) and approximately  $4,100 ($.03 per share) for the three
and six months ended June 30, 1998, respectively.

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

2. Acquisitions and Joint Ventures
   --------------------------------

During the six-month period ended June 30, 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. On May 11, 1998,
the Company  completed the  acquisition of American  Trucker,  a publisher of 18
regional  truck  "traders".  In  addition,  the Company  made five  product-line
acquisitions  in the specialty  magazines  segment and three in the  information
segment. Cash payments for these acquisitions on an aggregate basis approximated
$314,000 (net of liabilities assumed of approximately $76,000) including certain
immaterial  purchase price adjustments  related to prior year acquisitions.  The
excess purchase price over net assets acquired was approximately $172,000.

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
June 30, 1998;  however,  the changes are not expected to have a material effect
on the consolidated financial statements of the Company.

These  acquisitions  have all been  accounted  for by the purchase  method.  The
financial  statements  include  the  operating  results  of  these  acquisitions
subsequent  to  their  respective   dates  of  acquisition.   If  the  foregoing
acquisitions had occurred on January 1, 1997, they would not have had a material
impact on the results of operations  for the three and  six-month  periods ended
June 30, 1997 and 1998.

In the first quarter of 1998, the Company created PRIMEDIA  Ventures,  a fund to
invest in early-stage Internet companies and other technology opportunities such
as commerce services,  enterprise software applications and  advertising-related
technologies.  Its 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.  Non-Core Businesses
    -------------------

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 (see Note 13).

During  the  first  quarter  of 1998,  the  Company  decided  to  divest  Nelson
Information,  Inc. ("Nelson") and discontinue certain enthusiast titles, some of
which have already been sold. In addition,  the Company  decided to  discontinue
the Funk and Wagnalls' products.  During the second quarter of 1998, the Company
completed  the  sale of the  outstanding  common  stock  of  Nelson  to  Thomson
Information  Services  Inc. In connection  with the sale of Nelson,  the Company
recorded a gain which is included in gain on the sale of business, net and other
on the  accompanying  condensed  statements of  consolidated  operations for the
three and six months ended June 30, 1998.


The  aforementioned  divestitures and product  discontinuations,  as well as the
unit held for sale are collectively referred to as Non-Core Businesses.  The net
assets of The Daily Racing Form have been  recorded at net  realizable  value as
net assets  held for sale on the  accompanying  condensed  consolidated  balance
sheets at December 31, 1997 and June 30, 1998.


Total  sales for the  Non-Core  Businesses  were  $78,888  and  $19,089  for the
three-month periods ended June 30, 1997 and 1998, respectively, and $155,485 and
$35,552 for the six-month  periods  ended June 30, 1997 and 1998,  respectively.
Operating  income for the  Non-Core  Businesses  was $11,149 and $10,545 for the
three-month periods ended June 30, 1997 and 1998, respectively,  and $10,095 and
$12,298 for the six-month periods ended June 30, 1997 and 1998, respectively.



4.  Network Shutdown
    ----------------

In June 1998,  the Company  decided,  that  effective  August 1, 1998,  it would
discontinue  Executive Education Network ("EXEN"), a PRIMEDIA Workplace Learning
network,  due to unprofitability  and increased  competition in this field. As a
result,   the  Company   recorded  a  $4,000   provision   related  to  expected
discontinuance  costs, which was recorded net of the gain on the sale of Nelson.
In  addition,  the  Company  recorded a $5,800  write-down  of EXEN's  excess of
purchase  price over net assets  acquired and other  intangible  assets which is
included in amortization  expense.  The provision and write-down are included on
the accompanying  condensed statements of consolidated  operations for the three
and six months ended June 30, 1998.



5.  $9.20 Series E Exchangeable Preferred Stock Exchange Offer
    ----------------------------------------------------------

On September  26, 1997,  the Company  completed a private  offering of 1,250,000
shares of $9.20  Series E  Exchangeable  Preferred  Stock  ("Series E  Preferred
Stock") at $100 per share.  On February  17,  1998,  the Company  exchanged  the
1,250,000  shares of Series E  Preferred  Stock  for  1,250,000  shares of $9.20
Series F Exchangeable Preferred Stock ("Series F Preferred Stock"). The terms of
the Series F Preferred Stock are the same as the Series E Preferred Stock except
that the Series F Preferred Stock has been  registered  under the Securities Act
of 1933.  The  Series F  Preferred  Stock is  exchangeable  into  9.20%  Class F
Subordinated  Exchange  Debentures  due 2009,  in whole but not in part,  at the
option of the Company on any scheduled  dividend payment date.  Dividends on the
Series F Preferred  Stock  accrued and were  cumulative  from the last  dividend
payment  date on which  dividends  were paid on shares of the Series E Preferred
Stock.  The Series E / Series F Preferred Stock is recorded on the  accompanying
condensed  consolidated balance sheets at the aggregate redemption value (net of
unamortized  issuance  costs) of $120,504  and $120,207 at December 31, 1997 and
June 30, 1998, respectively.

6.  Offerings
    ---------

$8.625 Series G / Series H Exchangeable Preferred Stock

On February  17,  1998,  the Company  completed a private  offering of 2,500,000
shares of $8.625  Series G  Exchangeable  Preferred  Stock  ("Series G Preferred
Stock") at $99.40 per share.  Annual dividends of $8.625 per share on the Series
G Preferred Stock were  cumulative and payable  quarterly,  in cash,  commencing
July 1, 1998. On June 10, 1998,  the Company  exchanged the 2,500,000  shares of
Series G Preferred  Stock for 2,500,000  shares of $8.625 Series H  Exchangeable
Preferred  Stock  ("Series  H  Preferred  Stock").  The  terms  of the  Series H
Preferred Stock are the same as the terms of the Series G Preferred Stock except
that the Series H Preferred Stock has been  registered  under the Securities Act
of 1933. Prior to April 1, 2001, the Company may, at its option, redeem in whole
or in part, up to $125,000 of the aggregate liquidation preference of the Series
H  Preferred  Stock at a price per share of  $108.625  plus  accrued  and unpaid
dividends to the redemption  date subject to certain other  restrictions.  On or
after April 1, 2003, the Series H Preferred Stock may be redeemed in whole or in
part, at the option of the Company,  at prices ranging from 104.313% with annual
reductions  to 100% in 2006 plus  accrued and unpaid  dividends.  The Company is
required to redeem the Series H Preferred Stock on April 1, 2010 at a redemption
price equal to the  liquidation  preference of $100 per share,  plus accrued and
unpaid dividends. The Series H Preferred Stock is exchangeable, in whole but not
in part, at the option of the Company,  on any scheduled  dividend  payment date
into 8 5/8% Class H  Subordinated  Exchange  Debentures  due 2010.  The Series H
Preferred Stock is recorded on the accompanying  condensed  consolidated balance
sheet  at the  aggregate  redemption  value  (net of  unamortized  discount  and
issuance costs) of $242,562 at June 30, 1998.



7 5/8% Senior Notes due 2008

On February 17,  1998,  the Company  completed a private  offering of $250,000 7
5/8% Senior Notes due 2008, (" Old 7 5/8% Senior Notes").  The Old 7 5/8% Senior
Notes were issued at 99.425% and mature on April 1, 2008,  with no sinking fund.
Interest on the Old 7 5/8% Senior Notes was payable  semi-annually  in April and
October at the annual  rate of 7 5/8%  commencing  October 1, 1998.  On June 10,
1998,  the Company  exchanged  the Old 7 5/8%  Senior  Notes for a new series of
$250,000 7 5/8% Senior Notes due 2008 ("New 7 5/8% Senior Notes").  The terms of
the New 7 5/8%  Senior  Notes are the same as the terms of the Old 7 5/8% Senior
Notes except that the New 7 5/8% Notes have been registered under the Securities
Act of 1933.  The New 7 5/8% Senior Notes may not be redeemed  prior to April 1,
2003 other than in  connection  with a change of control.  Beginning on April 1,
2003 and  thereafter,  the New 7 5/8% Senior Notes are redeemable in whole or in
part, at the option of the Company,  at prices ranging from 103.813% with annual
reductions  to 100% in 2006 plus  accrued  and unpaid  interest.  The New 7 5/8%
Senior Notes are recorded on the  accompanying  condensed  consolidated  balance
sheet at their  aggregate  redemption  value (net of  unamortized  discount)  of
$248,592 at June 30, 1998.

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

7.  Related Party Transactions
    --------------------------

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

8. Inventories, net:
   -----------------
Inventories consist of the following:

                                        December 31,               June 30,
                                            1997                     1998
                                           ------                   ------
Finished goods                        $       12,271          $       12,461
Work in process                                3,314                     184
Raw materials                                 14,494                  26,994
                                      ---------------         ---------------
                                              30,079                  39,639
Less allowance for obsolescence                2,482                   2,853
                                      ===============         ===============
                                      $       27,597          $       36,786
                                      ===============         ===============



9.  Long-term debt
    --------------
Long-term debt consists of the following:

                                                December 31,          June 30,
                                                    1997                1998
                                                  -------              ------
Borrowings under Bank Credit Facilities      $   1,218,101        $   1,010,966
10 1/4% Senior Notes due 2004                      100,000              100,000
 8 1/2% Senior Notes due 2006                      298,902              298,951
 7 5/8% Senior Notes due 2008 (see Note 6)               -              248,592
                                             -------------        -------------
                                                 1,617,003            1,658,509
Acquisition obligation payable                      53,871               53,184
                                             -------------        -------------
                                                 1,670,874            1,711,693
Less current portion                                14,333               22,167
                                             -------------        -------------
                                             $   1,656,541        $   1,689,526
                                             =============        =============


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
May 1998, two interest rate swap agreements, which were entered into in May 1995
and have an aggregate  notional  amount of $200,000,  expired.  In the first six
months of 1998,  the  weighted  average  variable  and  weighted  average  fixed
interest rates on these swap agreements were 5.8% and 6.4%, respectively.

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.

10.  Exchangeable Preferred Stock
     ----------------------------

Exchangeable Preferred Stock consists of the following:

                                                          December 31,  June 30,
                                                             1997         1998
                                                            ------       ------
$11.625 Series B Exchangeable Preferred Stock           $ 155,281     $       -
$10.00 Series D Exchangeable Preferred Stock              194,495       194,679
$9.20 Series E / Series F Exchangeable Preferred Stock    120,504       120,207
$8.625 Series H Exchangeable Preferred Stock                    -       242,562
                                                        ---------     ---------
                                                        $ 470,280     $ 557,448
                                                        =========     =========



$11.625 Series B Exchangeable Preferred Stock

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

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


$10.00 Series D Exchangeable Preferred Stock

The  Company  authorized  2,000,000  shares  of $.01 par value  $10.00  Series D
Exchangeable  Preferred  Stock,  all of which  was  issued  and  outstanding  at
December 31, 1997 and June 30, 1998. The  liquidation  and  redemption  value at
December 31, 1997 and June 30, 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 June 30, 1998. The liquidation and redemption value at December 31, 1997 and
June 30, 1998 was $125,000 (see Note 5).

$8.625 Series H Exchangeable Preferred Stock

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

11.  Loss per Common Share
     ---------------------

Loss per share for the three and six-month  periods ended June 30, 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. The adoption of
SFAS No. 128,  "Earnings  Per Share",  which became  effective  beginning in the
fourth quarter of 1997, did not result in the restatement of previously reported
loss per share amounts for the three and six months ended June 30, 1997.




12.  Comprehensive Income
     ---------------------

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

Comprehensive  loss for the six and three months ended June 30, 1997 and 1998 is
presented in the following table:


                                                         Six Months Ended
                                                   June 30,           June 30,
                                                     1997               1998
                                                   -------            -------
Net loss                                       $   (24,247)        $   (16,957)
Other comprehensive loss:
  Foreign currency translation adjustments            (358)                (14)
                                               ============        ============
Total comprehensive loss                       $   (24,605)        $   (16,971)
                                               ============        ============


                                                        Three Months Ended
                                                   June 30,           June 30,
                                                     1997               1998
                                                   -------            -------
Net loss                                       $   (10,147)        $    (7,225)
Other comprehensive loss:
  Foreign currency translation adjustments             (77)               (135)
                                               ============        ============
Total comprehensive loss                       $   (10,224)        $    (7,360)
                                               ============        ============



13.  Subsequent Events
     ------------------

For the period from July 1, 1998 through August 13, 1998, the Company  completed
two  product-line  acquisitions in the education and information  segments.  The
aggregate purchase price for such acquisitions was approximately $54,000, all of
which  was  financed   through   borrowings  under  the  Company's  Bank  Credit
Facilities.

On July  23,  1998,  the  Company  signed  a  definitive  agreement  to sell the
outstanding  stock of The Daily Racing Form to a group of  investors  led by the
merchant  banking  affiliate of Alpine  Capital Group of New York and journalist
Steven  Crist.  The  Company  expects the  proceeds  from the sale to exceed the
carrying  value of The  Daily  Racing  Form at June 30,  1998,  and the  Company
expects the sale to be completed in the third quarter of 1998.

On August 7, 1998,  the Company  announced  that it had  completed  its existing
stock repurchase program and its Board of Directors has authorized a new program
for the purchase of up to $15,000 of the Company's  outstanding  common  shares.
The Company has not established a specific  timetable for the  repurchases.  The
purchased  shares will become  treasury shares and will be available for general
corporate purposes.



<PAGE>


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

INTRODUCTION  

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

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

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

Management believes a meaningful comparison of the results of operations for the
three and  six-months  ended  June 30,  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, Nelson and certain enthusiast
titles, which have been divested, (ii) The Daily Racing Form which is being held
for sale (see "Recent  Developments")  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>

                                                 Six Months Ended                         Three Months Ended
                                                     June 30,                                  June 30,
                                            1997                 1998                 1997                  1998
                                           ------               ------               ------                ------
Sales, Net
<S>                                   <C>                  <C>                  <C>                  <C>
  Continuing Businesses:
    Specialty Magazines                $    336,036         $    440,155         $    174,929         $    247,112
    Education                               126,828              140,039               61,149               62,389
    Information                             102,704              119,290               53,796               61,460
                                       -------------        -------------        -------------        -------------
      Subtotal                              565,568              699,484              289,874              370,961
  Non-Core Businesses:                      155,485               35,552               78,888               19,089                  
                                       -------------        -------------        -------------        -------------
      Total                            $    721,053         $    735,036         $    368,762         $    390,050
                                       =============        =============        =============        =============


Operating Income (Loss):
  Continuing Businesses:
    Specialty Magazines                $     48,170         $     46,905         $     28,916         $     29,242
    Education                                 6,336              (10,023)                 569              (14,783)
    Information                               7,849               17,075                4,940               10,434
    Corporate                               (12,454)             (13,559)              (6,056)              (7,024)
                                       -------------        -------------        -------------        -------------
      Subtotal                               49,901               40,398               28,369               17,869
  Non-Core Businesses:                       10,095               12,298               11,149               10,545                  
                                       -------------        -------------        -------------        -------------
      Total                                  59,996               52,696               39,518               28,414

Other Income (Expense):
  Interest Expense                          (68,963)             (67,792)             (34,622)             (34,371)
  Amortization of deferred
   financing costs                           (1,582)              (1,585)                (740)                (833)       
  Other, net                                     18                 (276)                (456)                (435)
                                       -------------        -------------        -------------        -------------
Income (loss) before income tax benefit
 and extraordinary charge                   (10,531)             (16,957)               3,700               (7,225)
                                                                                   
Income tax benefit -carryback
 claim                                        1,685                    -                    -                    -
                                       -------------        -------------        -------------        -------------
Income (loss) before extraordinary
 charge                                      (8,846)             (16,957)               3,700               (7,225)
Extraordinary charge - extinguishment
 of debt                                    (15,401)                   -              (13,847)                   -
                                       -------------        -------------        -------------        -------------
                                                                                   
Net loss                               $    (24,247)        $    (16,957)        $    (10,147)        $     (7,225)
                                       =============        =============        =============        =============


</TABLE>


<PAGE>




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

Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997:

Consolidated Results:
Sales from  Continuing  Businesses  increased 23.7% to $699,484 in the first six
months of 1998 from  $565,568 in 1997,  due to sales  increases in all segments.
Sales as reported,  including the Non-Core Businesses,  increased by 1.9% in the
first six months of 1998 as compared to the same period in 1997.

   
Operating  income from Continuing  Businesses  decreased 19.0% to $40,398 during
the first six months of 1998 from $49,901  during the same period in 1997.  This
decrease was attributable to the EXEN shutdown provision,  the satellite failure
at Channel  One as well as the reduced  margins at Soap Opera  Digest due to the
change from a  bi-weekly  to a weekly  publication.  In  addition,  amortization
expense  increased due to the write-off of EXEN's goodwill and other  intangible
assets as well as acquisitions.  These factors were partially offset by strength
in the information segment. Operating income as reported, including the Non-Core
Businesses,  decreased  by 12.2% in the first six months of 1998 as  compared to
the same period in 1997.
    

Interest expense decreased by $1,171 or 1.7% during the first six months of 1998
as compared to the first six months of 1997.  Interest  savings  associated with
the 1998 offerings were mitigated by increased  borrowings to fund  acquisitions
during the 1998 period.

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

Specialty Magazines:

Results  from  Continuing  Businesses  exclude  New Woman,  Stagebill,  Intertec
Mailing  Services and certain  enthusiast  titles recently sold or discontinued.
Sales from  Continuing  Businesses  increased 31.0% to $440,155 during the first
six months of 1998 from $336,036  during the same period in 1997, due largely to
advertising and circulation growth at Seventeen as well as advertising growth at
various  other  specialty  consumer  and  technical  and trade  magazines  which
aggregated approximately $13,000. Acquisitions including Park Avenue Publishing,
Plaza  Communications,  Cardinal  Business  Media,  Lapidary  Journal,  American
Trucker,   Cowles  Business  Media  and  Cowles   Enthusiast  Media  contributed
approximately $85,000 to the sales growth.


Operating income from Continuing Businesses decreased 2.6% to $46,905 during the
first six months of 1998 from  $48,170  during the same  period in 1997,  due to
increased  goodwill and other  intangible  amortization  expense  resulting from
acquisitions,  the  Soap  Opera  Digest  frequency  change,  Cowles  acquisition
integration costs and increased product investments.


Education:


Results from Continuing  Businesses exclude Krames,  Katharine Gibbs,  Newbridge
(excluding  Films for the  Humanities  and  Sciences) and the Funk and Wagnalls'
products.  Sales from Continuing  Businesses  increased 10.4% to $140,039 during
the  first  six  months of 1998 from  $126,828  during  the same  period in 1997
primarily  attributable  to  the  acquisitions  of  Cover  Concepts,   QWIZ  and
Pictorial,  offset by reduced  advertising  revenue  at  Channel  One due to the
failure of PanAmSat's Galaxy IV satellite,  which  interrupted  broadcasting for
the last two weeks of the school year, and lower revenues at PRIMEDIA  Workplace
Learning.


Operating income (loss) from Continuing Businesses decreased to $(10,023) during
the first six months of 1998 from  $6,336  during the same  period in 1997,  due
primarily to the EXEN shutdown provision, write-off of EXEN's goodwill and other
intangible assets and the satellite failure at Channel One.

Information:

Results from  Continuing  Businesses  exclude The Daily Racing Form, and Nelson.
Sales from  Continuing  Businesses  increased 16.1% to $119,290 during the first
six months of 1998 from $102,704  during the same period in 1997.  This increase
is primarily  attributable  to advertising  and  distribution  revenue growth at
Haas, approximating $10,000, as well as strong growth at Bacon's.

Operating  income from  Continuing  Businesses  increased to $17,075  during the
first six months of 1998 from $7,849 during the same period in 1997, due largely
to the strong sales growth and declining  other  intangible  asset  amortization
expense due to the use of accelerated amortization methods.

Non-Core Businesses:

Sales from Non-Core  Businesses  declined to $35,552 during the first six months
of 1998 from  $155,485  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 $12,298 during the first
six  months  of 1998  from  $10,095  during  the same  period  in 1997,  largely
attributable  to the gain on the sale of Nelson,  offset by the  divestitures of
certain Non-Core Businesses in the second half of 1997.



<PAGE>


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

Consolidated Results:
Sales from  Continuing  Businesses  increased  28.0% to  $370,961  in the second
quarter of 1998 from $289,874 in 1997,  due to sales  increases in all segments.
Sales as reported , including the Non-Core Businesses,  increased by 5.8% in the
second quarter of 1998 as compared to the same period in 1997.

   
Operating  income from Continuing  Businesses  decreased 37.0% to $17,869 during
the second  quarter of 1998 from  $28,369  during the same period in 1997.  This
decrease  was  primarily  attributable  to  the  EXEN  shutdown  provision,  the
satellite  failure at Channel One as well as the  reduced  margins at Soap Opera
Digest due to the change from a bi-weekly to a weekly publication.  In addition,
amortization expense increased due to the write-off of EXEN's goodwill and other
intangible  assets as well as acquisitions.  These factors were partially offset
by strength in the information segment. Operating income as reported,  including
the Non-Core  Businesses,  decreased  by 28.1% in the second  quarter of 1998 as
compared to the same period in 1997.
    

Interest expense  decreased by .7% during the second quarter of 1998 as compared
to the  second  quarter  of  1997.  Interest  savings  associated  with the 1998
offerings were mitigated by increased borrowings to fund acquisitions during the
1998 period.

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

Specialty Magazines:

Results  from  Continuing  Businesses  exclude  New Woman,  Stagebill,  Intertec
Mailing  Services and certain  enthusiast  titles recently sold or discontinued.
Sales from Continuing  Businesses  increased 41.3% to $247,112 during the second
quarter of 1998 from  $174,929  during the same  period in 1997,  due largely to
advertising and circulation growth at Seventeen as well as advertising growth at
various  other  specialty  consumer  and  technical  and trade  magazines  which
aggregated approximately $7,000.  Acquisitions including Park Avenue Publishing,
Plaza  Communications,  Cardinal  Business  Media,  Lapidary  Journal,  American
Trucker,   Cowles  Business  Media  and  Cowles   Enthusiast  Media  contributed
approximately $67,000 to the sales growth.


Operating income from Continuing Businesses increased 1.1% to $29,242 during the
second  quarter  of 1998  from  $28,916  during  the same  period  in 1997,  due
primarily to sales  growth  offset by  increased  goodwill and other  intangible
amortization  resulting  from  acquisitions,  the Soap  Opera  Digest  frequency
change, Cowles acquisition integration costs and increased product investments.


Education:

Results from Continuing  Businesses exclude Krames,  Katharine Gibbs,  Newbridge
(excluding  Films for the  Humanities  and  Sciences) and the Funk and Wagnalls'
products.  Sales from Continuing Businesses increased 2.0% to $62,389 during the
second  quarter of 1998 from  $61,149  during the same period in 1997  primarily
attributable to the acquisitions of Cover Concepts,  QWIZ and Pictorial,  offset
by lower advertising revenue at Channel One due to the satellite failure.

Operating income (loss) from Continuing Businesses decreased to $(14,783) during
the  second  quarter  of 1998  from $569  during  the same  period in 1997,  due
primarily to the EXEN shutdown  provision and write-off of related  goodwill and
other intangible assets and the satellite failure at Channel One.


Information:

Results  from  Continuing  Businesses  exclude The Daily Racing Form and Nelson.
Sales from  Continuing  Businesses  increased 14.2% to $61,460 during the second
quarter of 1998 from $53,796  during the same period in 1997.  This  increase is
primarily attributable to strong organic growth at Haas and Bacon's.

Operating  income from  Continuing  Businesses  increased to $10,434  during the
second  quarter of 1998 from $4,940 during the same period in 1997,  due largely
to the sales  growth  as well as a  decline  in  intangible  asset  amortization
expense.

Non-Core Businesses:

Sales from  Non-Core  Businesses  declined  75.8% to  $19,089  during the second
quarter  of 1998 from  $78,888  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 decreased to $10,545 during the second
quarter  of  1998  from  $11,149  during  the  same  period  in  1997,   largely
attributable to the  divestitures of certain  Non-Core  Businesses in the second
half of 1997, offset by the gain on the sale of Nelson.


Liquidity and Capital Resources

Consolidated  working capital deficiency  including net assets held for sale and
current  maturities of long-term  debt was $166,333 at June 30, 1998 as compared
to  $146,245 at December  31,  1997.  Consolidated  working  capital  deficiency
reflects the expensing of editorial and product  development costs when incurred
and the recording of deferred revenues as a current liability. Advertising costs
are  expensed  when  the  promotional   activities   occur  except  for  certain
direct-response  advertising  costs which are  capitalized as other  non-current
assets and amortized over the estimated period of future benefit.

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




<PAGE>

<TABLE>
<CAPTION>


                                                Six Months Ended                         Three Months Ended
                                                     June 30,                                  June 30,
                                             1997                 1998                 1997                 1998
                                            ------               ------               ------               ------
EBITDA:
<S>                                   <C>                  <C>                  <C>                 <C>
  Continuing Businesses:
    Specialty Magazines                $     75,505         $     86,211         $     43,591         $     52,705
    Education                                40,693               36,892               20,013               13,518
    Information                              23,488               29,139               13,138               16,582
    Corporate                               (12,710)             (13,222)              (5,960)              (6,845)
                                       -------------        -------------        -------------        -------------
      Subtotal                              126,976              139,020               70,782               75,960
  Non-Core Businesses                        15,221                5,565               11,374                3,737
                                       -------------        -------------        -------------        -------------               
      Total                            $    142,197         $    144,585         $     82,156         $     79,697
                                       =============        =============        =============        =============


Net Cash Provided by (Used in)
 Operating Activities:
  Continuing Businesses:
    Specialty Magazines                $     64,740         $     55,603         $     44,898         $     44,420
    Education                                15,395               20,562               11,364               15,571
    Information                              19,544               27,857                8,135               17,342
    Corporate                               (79,045)             (76,559)             (40,213)             (28,954)
                                       ------------         -------------        -------------        -------------
      Subtotal                               20,634               27,463               24,184               48,379
  Non-Core Businesses                         4,768                  769                8,779                 (834)                
                                       -------------        -------------        -------------        -------------
      Total                            $     25,402         $     28,232         $     32,963         $     47,545
                                       ============         =============        =============        =============


Net Cash Provided by (Used in)
 Investing Activities:
  Continuing Businesses: 
    Specialty Magazines                $    (44,718)        $   (295,057)        $     (2,024)        $   (109,553)
    Education                               (81,802)             (11,215)             (62,866)              (4,791)
    Information                             (25,225)             (23,257)             (16,320)              (8,145)
    Corporate                                  (656)              (3,742)                (318)              (1,420)
                                       -------------        -------------        -------------        -------------
      Subtotal                             (152,401)            (333,271)             (81,528)            (123,909)
  Non-Core Businesses                           930               26,796                3,480               26,407                
                                       -------------        -------------        -------------        -------------
      Total                            $   (151,471)        $   (306,475)        $    (78,048)        $    (97,502)
                                       =============        =============        =============        =============


Net Cash Provided by (Used in)
 Financing Activities:
  Continuing Businesses:
    Specialty Magazines                $     (1,606)        $     (3,170)        $     (1,592)        $     (1,625)
    Education                                  (559)              (1,167)                (304)                (286)
    Information                              (1,199)              (2,653)              (1,167)              (2,432)
    Corporate                               118,493              283,078               43,831               45,557
                                       -------------        -------------        -------------        -------------
      Subtotal                              115,129              276,088               40,768               41,214
  Non-Core Businesses                           553                   40                   12                   40                
                                       -------------        -------------        -------------        -------------
      Total                            $    115,682         $    276,128         $     40,780         $     41,254
                                       =============        =============        =============        =============
</TABLE>


<PAGE>

EBITDA  from  Continuing  Businesses  increased  by 9.5% to  $139,020 in the six
months  ended  June 30,  1998  over  1997  mainly  as a result  of growth in the
specialty magazines and information segments attributable to existing operations
and product  acquisitions.  EBITDA from  Continuing  Businesses in the specialty
magazines  segment  increased  14.2% to  $86,211  primarily  due to growth  from
acquisitions,  partially  offset by reduced  margins at Soap Opera Digest due to
the change from a bi-weekly to a weekly magazine,  integration  costs associated
with the Cowles  acquisition  and  increased  product  investments.  EBITDA from
Continuing Businesses in the education segment decreased 9.3% to $36,892 largely
attributable  to the  satellite  failure at  Channel  One and  increased  losses
incurred  at EXEN,  which  was  discontinued  on  August 1,  1998.  EBITDA  from
Continuing  Businesses in the information segment increased 24.1% to $29,139 due
to revenue  growth at Haas and  Bacon's.  EBITDA  from the  Non-Core  Businesses
declined to $5,565  primarily as a result of the timing of divestitures  most of
which occurred in the second half of 1997.


Net cash provided by operating  activities,  as reported,  during the six months
ended June 30,  1998,  after  interest  payments of  $58,578,  was  $28,232,  an
increase of $2,830 over the same 1997 period,  due  primarily to EBITDA  growth.
Net capital  expenditures were $16,983 during the six months ended June 30, 1998
which  was an  increase  of  $2,380  from  the  1997  period  due  to  increased
capitalized  software  expenditures,  offset by a decrease  due to the timing of
divestitures  most of which  occurred in the second half of 1997.  Payments  for
acquisitions of $313,587 were made during the six months ended June 30, 1998 for
the Cowles,  American  Trucker and other  product  line  acquisitions.  Net cash
provided by financing activities,  as reported, during the six months ended June
30, 1998 was  $276,128 as  compared  to  $115,682 in the same 1997  period.  The
increase was primarily  attributable  to increased  borrowings  associated  with
acquisitions.


EBITDA  from  Continuing  Businesses  increased  by 7.3% to $75,960 in the three
months  ended  June 30,  1998  over  1997  mainly  as a result  of growth in the
specialty magazines and information segments attributable to existing operations
and product  acquisitions.  EBITDA from  Continuing  Businesses in the specialty
magazines  segment  increased 20.9% to $52,705  primarily due to advertising and
circulation revenue growth and certain acquisitions, partially offset by reduced
margins  at  Soap  Opera  Digest,  Cowles  acquisition   integration  costs  and
additional  product  investments.  EBITDA  from  Continuing  Businesses  in  the
education  segment  decreased  32.5%  to  $13,518  largely  attributable  to the
satellite  failure at Channel One and increased losses incurred at EXEN.  EBITDA
from Continuing Businesses in the information segment increased 26.2% to $16,582
due to strong  organic  growth at Haas and  Bacon's.  EBITDA  from the  Non-Core
Businesses   declined  to  $3,737  primarily  as  a  result  of  the  timing  of
divestitures most of which occurred in the second half of 1997.


Net cash provided by operating activities,  as reported, during the three months
ended June 30,  1998,  after  interest  payments of  $25,704,  was  $47,545,  an
increase of $14,582 over the same 1997 period,  due primarily to strong accounts
receivable  collections.  Net capital expenditures were $11,066 during the three
months  ended June 30, 1998 which was an increase of $3,451 from the 1997 period
due to increased capitalized software expenditures,  offset by a decrease due to
the timing of  divestitures,  most of which occurred in the second half of 1997.
Payments for  acquisitions  of $113,436  were made during the three months ended
June 30, 1998 for the American Trucker and other product line acquisitions.  Net
cash  provided by financing  activities,  as  reported,  during the three months
ended June 30, 1998 was $41,254 as compared to $40,780 in the same 1997  period,
representing an increase of 1.2%.

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
May 1998, two interest rate swap agreements, which were entered into in May 1995
and have an aggregate  notional  amount of $200,000,  expired.  In the first six
months of 1998,  the  weighted  average  variable  and  weighted  average  fixed
interest rates on these swap agreements were 5.8% and 6.4%, respectively.

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

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

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

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

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

On April 20, 1998, the 364-day credit  facility with The Chase  Manhattan  Bank,
the Bank of New  York,  Bankers  Trust  Company  and the Bank of Nova  Scotia as
agents expired. As 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.


Recent Developments

For the period from July 1, 1998 through August 13, 1998, the Company  completed
two  product-line  acquisitions in the education and information  segments.  The
aggregate purchase price for such acquisitions was approximately $54,000, all of
which  was  financed   through   borrowings  under  the  Company's  Bank  Credit
Facilities.

On July  23,  1998,  the  Company  signed  a  definitive  agreement  to sell the
outstanding  stock of The Daily Racing Form to a group of  investors  led by the
merchant  banking  affiliate of Alpine  Capital Group of New York and journalist
Steven  Crist.  The  Company  expects the  proceeds  from the sale to exceed the
carrying value of The Daily Racing Form at June 30, 1998 and the Company expects
the sale to be completed in the third quarter of 1998.

On August 7, 1998,  the Company  announced  that it had  completed  its existing
stock repurchase program and its Board of Directors has authorized a new program
for the purchase of up to $15,000 of the Company's  outstanding  common  shares.
The Company has not established a specific  timetable for the  repurchases.  The
purchased  shares will become  treasury shares and will be available for general
corporate purposes.

Impact of Inflation

The impact of  inflation  was  immaterial  during 1997 and through the first six
months 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 six  months of
1998, paper costs represented  approximately 9% of the Company's total operating
costs  and  expenses.   Postage  for  product   distribution   and  direct  mail
solicitations is also a significant expense of the Company. The Company uses the
U.S.  Postal  Service for  distribution  of many of its products  and  marketing
materials.  Postage costs increase  periodically and 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.

Year 2000

The  Company  has  evaluated  the  potential  impact of the  situation  commonly
referred to as the "Year 2000  problem." The Year 2000 problem,  which is common
to most corporations, relates to the inability of information systems, primarily
computer  software  programs,  to properly  recognize and process date sensitive
information  related to the year 2000 and beyond. An assessment of the Company's
systems  indicates that the costs  associated with solving the Year 2000 problem
will be  immaterial,  due largely to  investments  already  made in  information
systems in recent years. A significant  portion of the Company's efforts related
to this issue involves  assessing vendor  compliance and developing  contingency
plans to deal with situations where  significant  vendors are perceived to be at
risk from the Year 2000 problem.

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>


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

(a)       The Annual Meeting of Shareholders was held on May 21, 1998.

(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.

(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 eight 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              139,853,154                         391,198
Henry R. Kravis                139,851,661                         392,691
George R. Roberts              139,852,671                         391,681
Michael T. Tokarz              139,852,671                         391,681
Perry Golkin                   139,852,015                         392,337
Charles G. McCurdy             139,854,691                         389,661
Beverly C. Chell               139,854,590                         389,762
Meyer Feldberg                 139,878,511                         365,841



(ii) The approval of Deloitte & Touche LLP as independent public accountants for
the  Company  for the fiscal year ending  December  31, 1998 was  ratified  with
140,219,339 votes for, 9,535 votes against and 15,478 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 14, 1998                    /s/  William F. Reilly
          -----------------       --------------------------------------
                                 (Signature)
                                  Chairman, Chief Executive Officer and Director
                                 (Principal Executive Officer)






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