FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        QUARTERLY REPORT UNDER SECTION 13
                           or 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934.


                      For Quarter Ended: September 30, 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
October 31, 1999: 145,252,102


<PAGE>


                                  PRIMEDIA Inc.

                                      INDEX


                                                                      PAGE
                                                                      ----
Part I.  Financial Information

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

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

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

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

           Notes to Condensed Consolidated
           Financial Statements (Unaudited)                             6-11

 Item 2.   Management's Discussion and Analysis of
 ------    Financial Condition and Results of Operations                12-19

 Item 3.   Quantitative and Qualitative Disclosures About Market Risk   20
 ------


Part II.   Other Information:

 Item 5.   Other Information                                            21
 ------
           Signatures                                                   22





<PAGE>


 2

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


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

ASSETS
Current assets:
<S>                                                                      <C>                              <C>
     Cash and cash equivalents                                           $             30,049             $          24,538
     Accounts receivable, net                                                         229,718                       247,138
     Inventories, net                                                                  33,256                        41,254
     Net assets held for sale                                                         161,530                             -
     Prepaid expenses and other                                                        44,202                        34,212
                                                                         ---------------------            ------------------
         Total current assets                                                         498,755                       347,142

Property and equipment, net                                                           138,702                       147,658
Other intangible assets, net                                                          628,060                       730,241
Excess of purchase price over net assets acquired, net                              1,494,526                     1,526,503
Deferred income tax asset, net                                                        176,200                       176,200
Other non-current assets                                                              118,281                       113,330
                                                                         ---------------------            ------------------
                                                                         $          3,054,524             $       3,041,074
                                                                         =====================            ==================

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
     Accounts payable                                                    $             78,168             $         118,637
     Accrued interest payable                                                          22,437                        20,451
     Accrued expenses and other                                                       248,862                       220,571
     Deferred revenues                                                                184,720                       197,131
     Current maturities of long-term debt                                              23,529                        24,397
                                                                         ---------------------            ------------------
         Total current liabilities                                                    557,716                       581,187
                                                                         ---------------------            ------------------

Long-term debt                                                                      2,098,888                     1,956,997
                                                                         ---------------------            ------------------
Other non-current liabilities                                                          32,248                        25,788
                                                                         ---------------------            ------------------
Exchangeable preferred stock                                                          558,969                       557,841
                                                                         ---------------------            ------------------
Common stock subject to redemption  ($.01 par value,  106,160 shares
     and 294,119 shares outstanding at September 30, 1999
     and December 31, 1998, respectively)                                               1,112                         2,964
                                                                         ---------------------            ------------------
Shareholders' deficiency:
     Common stock ($.01 par value,  148,162,879  shares and  146,966,562
     shares issued at September 30, 1999
     and December 31, 1998, respectively)                                               1,482                         1,470
     Additional paid-in capital                                                       986,320                       979,720
     Accumulated deficit                                                           (1,137,803)                   (1,030,032)
     Accumulated other comprehensive loss                                              (1,609)                       (1,720)
     Common stock in treasury, at cost (3,429,088 shares and 2,752,300
     shares at September 30, 1999 and December 31, 1998,
     respectively)                                                                    (42,799)                      (33,141)
                                                                         ---------------------            ------------------
         Total shareholders' deficiency                                              (194,409)                      (83,703)
                                                                         ---------------------            ------------------

                                                                         $          3,054,524             $       3,041,074
                                                                         =====================            ==================
</TABLE>


See notes to condensed consolidated financial statements.


<PAGE>


 3

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

                                                                                          Nine Months Ended
                                                                                            September 30,

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

Sales, net                                                              $            1,260,454            $         1,127,332


Operating costs and expenses:
     Cost of goods sold                                                                289,487                        265,898
     Marketing and selling                                                             232,236                        202,555
     Distribution, circulation and fulfillment                                         224,319                        192,664
     Editorial                                                                         108,632                        105,387
     Other general expenses                                                            139,467                        119,324
     Corporate administrative expenses                                                  22,101                         19,725
     Depreciation of property and equipment                                             36,350                         29,533
     Gain on the sales of businesses, net and other                                          -                         (7,216)
     Provision for product line closures                                                22,000                              -
     Amortization of intangible assets, excess of purchase
         price over net assets acquired and other                                      126,676                        116,983
                                                                        -----------------------           --------------------

Operating income                                                                        59,186                         82,479
Other expense:
     Interest expense                                                                 (123,965)                      (105,455)
     Amortization of deferred financing costs                                           (2,426)                        (2,307)
     Other, net                                                                           (770)                          (858)
                                                                        -----------------------           --------------------

Net loss                                                                               (67,975)                       (26,141)

Preferred stock dividends:
     Cash                                                                              (39,796)                       (40,879)
     Series B Preferred Stock redemption premium                                             -                         (9,141)
                                                                        -----------------------           --------------------
Loss applicable to common shareholders                                  $             (107,771)           $           (76,161)
                                                                        =======================           ====================

Basic and diluted loss applicable to common shareholders
     per common share:
Net loss                                                                $                 (.74)            $             (.54)
                                                                        =======================           ====================

Basic and diluted common shares outstanding                                        145,008,251                    141,861,758
                                                                        =======================           ====================
</TABLE>

See notes to condensed consolidated financial statements.

<PAGE>

  4

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

                                                                                               Three Months Ended
                                                                                                 September 30,

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

Sales, net                                                                   $               423,005             $          392,296

Operating costs and expenses:
      Cost of goods sold                                                                      98,800                         95,274
      Marketing and selling                                                                   74,051                         71,694
      Distribution, circulation and fulfillment                                               81,491                         63,954
      Editorial                                                                               35,456                         35,049
      Other general expenses                                                                  46,370                         42,628
      Corporate administrative expenses                                                        8,170                          6,503
      Depreciation of property and equipment                                                  12,296                         10,522
      Gain on the sales of businesses, net and other                                               -                         (5,367)
      Amortization of intangible assets, excess of purchase
          price over net assets acquired and other                                            39,642                         42,256
                                                                             ------------------------            -------------------

Operating income                                                                              26,729                         29,783
Other expense:
      Interest expense                                                                       (42,429)                       (37,663)
      Amortization of deferred financing costs                                                  (855)                          (722)
      Other, net                                                                                (542)                          (582)
                                                                             ------------------------            -------------------
Net loss                                                                                     (17,097)                        (9,184)

Preferred stock dividends:
      Cash                                                                                   (13,265)                       (13,333)
                                                                             ------------------------            -------------------
Loss applicable to common shareholders                                       $               (30,362)            $          (22,517)
                                                                             ========================            ===================

Basic and diluted loss applicable to common shareholders per
      common share                                                           $                  (.21)            $             (.15)
                                                                             ========================            ===================

Basic and diluted common shares outstanding                                              145,055,347                    145,238,934
                                                                             ========================            ===================
</TABLE>

See notes to condensed consolidated financial statements.

 <PAGE>

 5

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

                                                                                        Nine Months Ended
                                                                                          September 30,

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

Operating activities:
<S>                                                                            <C>                    <C>
     Net loss                                                                  $       (67,975)       $     (26,141)
     Adjustments to reconcile net loss to net cash provided by
        operating activities:
        Depreciation and amortization                                                  165,452              148,823
        Gain on the sales of businesses, net and other                                       -              (21,291)
        Accretion of discount on acquisition obligation,
          distribution advance and other                                                 3,677                7,397
        Non-cash provision for product line closures                                     8,809                    -
        Other, net                                                                      (1,037)                 668
     Changes in operating assets and liabilities:
     Increase in:
        Accounts receivable, net                                                       (23,660)             (13,727)
        Inventories, net                                                                (7,158)              (5,503)
        Prepaid expenses and other                                                     (13,684)             (11,473)
     Increase (decrease) in:
        Accounts payable                                                               (25,609)              (9,568)
        Accrued interest payable                                                         1,986                8,196
        Accrued expenses and other                                                      (7,844)             (28,544)
        Deferred revenues                                                                7,756               12,425
        Other non-current liabilities                                                       (9)             (11,170)
                                                                               ----------------       --------------

          Net cash provided by operating activities                                     40,704               50,092
                                                                               ----------------       --------------

Investing activities:
     Additions to property, equipment and other, net                                   (43,198)             (27,794)
     Proceeds from sales of businesses                                                   5,169               67,290
     Payments for businesses acquired                                                  (80,321)            (393,122)
     Investments in joint ventures                                                      (7,374)              (4,871)
                                                                               ----------------       --------------

          Net cash used in investing activities                                       (125,724)            (358,497)
                                                                               ----------------       --------------

Financing activities:
     Borrowings under credit agreements                                                702,757              697,511
     Repayments of borrowings under credit agreements                                 (553,000)            (848,400)
     Payments of acquisition obligation                                                (10,833)              (3,000)
     Proceeds from issuances of common stock, net of redemptions                         5,888              201,408
     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)                            -              241,911
          Preferred Stock, net of issuance costs
     Purchases of common stock for the treasury                                        (10,508)             (15,015)
     Dividends paid to preferred stock shareholders                                    (39,796)             (39,754)
     Deferred financing costs paid                                                      (3,442)              (5,320)
     Other                                                                                (535)              (1,522)
                                                                               ----------------       --------------

          Net cash provided by financing activities                                     90,531              309,642
                                                                               ----------------       --------------

Increase in cash and cash equivalents                                                    5,511                1,237
Cash and cash equivalents, beginning of period                                          24,538               22,978
                                                                               ----------------       --------------
Cash and cash equivalents, end of period                                       $        30,049        $      24,215
                                                                               ================       ==============

Supplemental information:
     Cash interest paid                                                        $       120,244        $      91,892
                                                                               ================       ==============
</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  nine  month  periods  ended  September  30 are not  necessarily
indicative of the results that may be expected for a full year.


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

                                          September 30,           December 31,
                                             1999                    1998
                                       ------------------     ------------------
Finished goods                         $          11,320       $         21,974
Work in process                                      337                    223
Raw materials                                     23,253                 22,262
                                       ------------------     ------------------
                                                  34,910                 44,459
Less: Allowance for obsolescence                   1,654                  3,205
                                       ------------------     ------------------
                                       $          33,256       $         41,254
                                       ==================     ==================


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

                                         September 30,             December 31,
                                             1999                     1998
                                       ------------------     ------------------
Borrowings under credit facilities     $       1,407,993       $      1,258,236
10 1/4% Senior Notes due 2004                    100,000                100,000
 8 1/2% Senior Notes due 2006                    299,081                299,001
 7 5/8% Senior Notes due 2008                    248,727                248,643
                                       ------------------     ------------------
                                               2,055,801              1,905,880
Obligation under capital leases                   30,898                 31,335
Acquisition obligation payable                    35,718                 44,179
                                       ------------------     ------------------
                                               2,122,417              1,981,394
Less: Current portion                             23,529                 24,397
                                       ------------------     ------------------
                                       $       2,098,888       $      1,956,997
                                       ==================     ==================


On March 11, 1999,  the Company  completed an amendment and  restatement  of its
borrowings  under 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 September  30,  1999,  the Company had
unused bank commitments of approximately $331,000.


4.       Exchangeable Preferred Stock
         ----------------------------
Exchangeable Preferred Stock consists of the following:

                                               September 30,        December 31,
                                                   1999                 1998
                                               ---------------    --------------
$10.00 Series D Exchangeable Preferred Stock   $       195,451    $      195,042
$9.20 Series F Exchangeable Preferred Stock            120,524           120,306
$8.625 Series H Exchangeable Preferred Stock           242,994           242,493
                                               ---------------    --------------
                                               $       558,969    $      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
September 30, 1999 and December 31, 1998. The liquidation  and redemption  value
at September 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 September 30, 1999
and December 31, 1998. The  liquidation  and  redemption  value at September 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 September 30, 1999
and December 31, 1998. The  liquidation  and  redemption  value at September 30,
1999 and December 31, 1998 was $250,000.


<PAGE>



5.       Comprehensive Income (Loss)
         ---------------------------
Comprehensive  income  (loss) for the nine and three months ended  September 30,
1999 and 1998 is presented in the following tables:


                                                       Nine Months Ended
                                               September 30,       September 30,
                                                   1999               1998
                                             ---------------     ---------------
Net loss                                     $      (67,975)     $      (26,141)
Other comprehensive income (loss):
  Foreign currency translation adjustments              111                (120)
                                             ===============     ===============
Total comprehensive loss                     $      (67,864)     $      (26,261)
                                             ===============     ===============


                                                      Three Months Ended
                                               September 30,       September 30,
                                                   1999                1998
                                             ---------------     ---------------
Net loss                                     $      (17,097)     $       (9,184)
Other comprehensive income (loss):
  Foreign currency translation adjustments              117                (106)
                                             ===============     ===============
Total comprehensive loss                     $      (16,980)     $       (9,290)
                                             ===============     ===============


6.       Loss per Common Share
         ---------------------
Loss per share for the nine and three-month periods ended September 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 nine-month  period ended  September 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 $80,321 (net of liabilities  assumed of approximately
$67,600)  and  the  excess   purchase   price  over  net  assets   acquired  was
approximately $125,200. 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
September  30,  1999;  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, 1998, they would not have had a material
impact on the results of operations  for the nine or  three-month  periods ended
September 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.  On August 16,  1999,  the
Company and Ripplewood Holdings L.L.C. announced that they had signed a purchase
agreement for the Company to sell its supplemental  education group to a company
controlled by Ripplewood. The Company expects to complete the divestiture 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 September 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>


                                                           Nine Months Ended                           Three Months Ended
                                                             September 30,                               September 30,
                                                     1999                    1998                  1999                   1998
                                               ------------------       ----------------     ------------------     ----------------
Sales, Net:
<S>                                            <C>                      <C>                  <C>                     <C>
   Specialty Magazines                         $       772,399          $     670,973        $      256,408         $     230,818
   Information                                         228,987                186,618                78,929                67,328
   Education                                           259,068                227,961                87,668                87,922
   Other:
     Non-Core Businesses                                    -                  41,780                   -                   6,228
                                               ==================       ================     ==================     ================
         Total                                 $     1,260,454          $   1,127,332        $      423,005         $     392,296
                                               ==================       ================     ==================     ================


EBITDA (1):
   Specialty Magazines                         $      143,569           $     132,352        $       46,185         $       46,141
   Information                                         48,551                  43,488                16,266                 14,349
   Education                                           73,230                  58,237                23,423                 21,345
   Other:
     Corporate                                        (21,138)                (19,725)               (7,207)                (6,503)
     Non-Core Businesses                                 -                      7,427                  -                     1,862
                                               ==================       ================     ==================     ================
         Total                                 $      244,212           $     221,779        $       78,667         $       77,194
                                               ==================       ================     ==================     ================
</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>

                                                           Nine Months Ended                         Three Months Ended
                                                             September 30,                             September 30,
                                                    1999                    1998                  1999                   1998
                                               ----------------        ---------------       ----------------       ----------------
<S>                                            <C>                     <C>                   <C>                    <C>
Total EBITDA                                   $   244,212             $      221,779        $      78,667          $       77,194
Depreciation of property and equipment             (36,350)                   (29,533)             (12,296)                (10,522)
Amortization of intangible assets, excess
   of purchase price over net assets
   acquired and other                             (126,676)                  (116,983)             (39,642)                (42,256)
Gain on sale of business, net and other               -                         7,216                 -                      5,367
Provision for product line closures                (22,000)                      -                    -                       -
                                               ================        ===============       ================       ================
Operating income                                    59,186             $     82,479          $      26,729          $       29,783
                                               ================        ===============       ================       ================
</TABLE>


<PAGE>





11.      Subsequent Events
         -----------------
From October 1, 1999 through  November 12, 1999, the Company has completed two
acquisitions  in  the  specialty   magazines  and  education   segments. These
acquisitions,  which had an aggregate  purchase price of approximately  $43,000,
were primarily funded through borrowings under the Company's credit facilities.




<PAGE>


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

INTRODUCTION

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

The  following  discussion  and analysis of the  Company's  unaudited  financial
condition  and  results of  operations  should be read in  conjunction  with the
unaudited condensed  consolidated  financial  statements and notes thereto.  The
Company  organizes  its  businesses  into three  segments:  specialty  magazines
(specialty consumer magazines and 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
nine and three months ended September 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>
<TABLE>
<CAPTION>

                                  PRIMEDIA INC.
                  Unaudited Results of Consolidated Operations
                             (dollars in thousands)


                                                           Nine Months Ended                            Three Months Ended
                                                             September 30,                                September 30,
                                                      1999                    1998                   1999                  1998
                                              -------------------     -------------------    -----------------     -----------------
Sales, Net:
<S>                                           <C>                      <C>                   <C>                    <C>
  Continuing Businesses:
     Specialty Magazines                      $         772,399        $         670,973     $        256,408       $       230,818
     Information                                        228,987                  186,618               78,929                67,328
     Education                                          259,068                  227,961               87,668                87,922
                                              -------------------      -------------------    -----------------     ----------------
      Subtotal                                        1,260,454                1,085,552              423,005               386,068
  Non-Core Businesses                                    -                        41,780                 -                    6,228
                                              -------------------      -------------------    -----------------     ----------------
      Total                                   $       1,260,454        $       1,127,332      $       423,005       $       392,296
                                              ===================      ===================    =================     ================


EBITDA:
  Continuing Businesses:
     Specialty Magazines                      $         143,569        $         132,352      $        46,185       $        46,141
     Information                                         48,551                   43,488               16,266                14,349
     Education                                           73,230                   58,237               23,423                21,345
     Corporate                                          (21,138)                 (19,725)              (7,207)               (6,503)
                                              -------------------      -------------------    -----------------     ----------------
      Subtotal                                          244,212                  214,352               78,667                75,332
  Non-Core Businesses                                      -                       7,427                 -                    1,862
                                              -------------------      -------------------    -----------------     ----------------
      Total                                   $         244,212        $         221,779      $        78,667       $        77,194
                                              ===================      ===================    =================     ================


Operating Income (Loss):
  Continuing Businesses:
     Specialty Magazines                      $          65,653        $          67,987      $        20,365       $        21,082
     Information                                         22,597                   24,025                7,395                 6,950
     Education                                           (7,177)                 (15,769)               6,422                (5,746)
     Corporate                                          (21,887)                 (20,779)              (7,453)               (7,220)
                                              -------------------      -------------------    -----------------     ----------------
      Subtotal                                           59,186                   55,464               26,729                15,066
  Non-Core Businesses                                      -                      27,015                 -                   14,717
                                              -------------------      -------------------    -----------------     ----------------
      Total                                              59,186                   82,479               26,729                29,783

Other Expense:
      Interest expense                                 (123,965)                (105,455)             (42,429)              (37,663)
      Amortization of deferred
           financing costs                               (2,426)                  (2,307)                (855)                 (722)
      Other, net                                           (770)                    (858)                (542)                 (582)
                                              -------------------      -------------------    -----------------     ----------------
Net Loss                                      $         (67,975)       $         (26,141)     $       (17,097)      $        (9,184)
                                              ===================      ===================    =================     ================

</TABLE>





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

Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30,
1998:

Consolidated Results:
--------------------
Total sales  increased 11.8% to $1,260,454 in the first nine months of 1999 from
$1,127,332 in the 1998 period. Sales from Continuing  Businesses increased 16.1%
to $1,260,454 in 1999 from $1,085,552 in 1998 due to growth in all segments.

Total  EBITDA  increased  $22,433 or 10.1% to $244,212 in 1999 from  $221,779 in
1998. EBITDA from Continuing Businesses increased 13.9% to $244,212 in 1999 from
$214,352 in 1998 due to growth in all segments.

Total operating income decreased 28.2% to $59,186 in 1999 compared to $82,479 in
1998.  Operating income from Continuing  Businesses increased 6.7% to $59,186 in
1999 compared to $55,464 in 1998.  This increase was due primarily to the growth
in EBITDA  partially  offset by the  $22,000  non-recurring  charge  related  to
product line closures at PRIMEDIA Workplace Learning and increased  depreciation
and amortization expense.

Interest expense  increased by $18,510 or 17.6% in the first nine 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 15.1% to $772,399 in the first nine
months  of  1999  from  $670,973  in  1998,  due  primarily  to  the  impact  of
acquisitions, such as PRIMEDIA Enthusiast Publications ("PEP", formerly known as
Cowles   Enthusiast   Media),   the  Youth   Entertainment   Group  and  several
business-to-business  titles and trade shows. The Company's consumer titles such
as Modern Bride,  American Baby and Chicago generally  benefited from a positive
advertising  environment  during the first nine  months of 1999,  while  certain
business-to-business  titles  in  the  international  construction  and  capital
equipment areas experienced softness.

EBITDA  from  Continuing  Businesses  increased  8.5% to  $143,569  in 1999 from
$132,352 in 1998. The EBITDA margin for Continuing Businesses decreased to 18.6%
in 1999  from  19.7% in 1998.  The  decrease  in the  margin  is  reflective  of
increased   spending  on  Internet   site   development,   weakness  in  certain
business-to-business  publications, and increased circulation costs at Seventeen
and the soap opera titles.

Operating  income from Continuing  Businesses  decreased 3.4% to $65,653 in 1999
from  $67,987 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 22.7% to $228,987 in the first nine
months of 1999 from $186,618 in 1998. The increase is primarily  attributable to
the growth of apartment guides advertising revenue as well as acquisitions.

EBITDA  from  Continuing  Businesses  increased  11.6% to  $48,551  in 1999 from
$43,488 in 1998.  The  EBITDA  margin  decreased  to 21.2% in 1999 from 23.3% in
1998. The decrease in the margin is reflective of increased Internet  investment
in 1999.

Operating  income from Continuing  Businesses  decreased 5.9% to $22,597 in 1999
from  $24,025 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 13.6% to $259,068 in the first nine
months of 1999 from $227,961 in 1998, primarily  attributable to the acquisition
of American  Guidance  Service,  and due to the  improved  operating  results at
PRIMEDIA  Reference  and Weekly  Reader,  whose  results  reflect  strong market
conditions.  These  increases  are  partially  offset by lower sales at PRIMEDIA
Workplace Learning where unprofitable product lines were closed.

EBITDA  from  Continuing  Businesses  increased  25.7% to  $73,230  in 1999 from
$58,237 in 1998.  The  EBITDA  margin  increased  to 28.3% in 1999 from 25.5% in
1998. The increase in the margin reflects the positive results of the refocusing
effort at PRIMEDIA  Workplace  Learning  and the improved  operating  results at
PRIMEDIA Reference and Weekly Reader.

Operating loss from Continuing Businesses decreased 54.5% to $7,177 in 1999 from
$15,769 in 1998.  This change was due primarily to EBITDA growth during the 1999
period which was partially offset by certain  non-recurring  charges at PRIMEDIA
Workplace Learning.



<PAGE>


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

Consolidated Results:
--------------------
Total  sales  increased  7.8% to  $423,005  in the  third  quarter  of 1999 from
$392,296 in the 1998 period. Sales from Continuing  Businesses increased 9.6% to
$423,005 in the third quarter of 1999 from $386,068 in the third quarter of 1998
due to growth in the specialty magazines and information segments.

Total EBITDA  increased  $1,473 or 1.9% to $78,667 in the third  quarter of 1999
from $77,194 in the third  quarter of 1998.  EBITDA from  Continuing  Businesses
increased 4.4% to $78,667 in the third quarter of 1999 from $75,332 in the third
quarter  of 1998  primarily  due to  growth  in the  information  and  education
segments.

Total operating  income  decreased 10.3% to $26,729 in the third quarter of 1999
compared  to  $29,783  in the  third  quarter  of 1998.  Operating  income  from
Continuing  Businesses  increased  77.4% to $26,729 in the third quarter of 1999
compared to $15,066 in the third quarter of 1998.  This change was due partially
to the  growth in  EBITDA.  In  addition,  certain  non-recurring  charges  were
recorded in the third quarter of 1998.

Interest  expense  increased  by $4,766 or 12.7% in the  third  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  11.1% to  $256,408  in the third
quarter  of  1999  from  $230,818  in  1998,  due  primarily  to the  impact  of
acquisitions,  such as the Youth  Entertainment  Group and  business-to-business
titles and trade shows.  The  Company's  consumer  titles such as Modern  Bride,
American  Baby and  Chicago  generally  benefited  from a  positive  advertising
environment  during  1999,  while  certain  business-to-business  titles  in the
international construction and capital equipment areas experienced softness.

EBITDA from Continuing  Businesses remained flat at $46,185 in the third quarter
of 1999 compared to $46,141 in the third quarter of 1998.  The EBITDA margin for
Continuing Businesses decreased to 18.0% in the third quarter of 1999 from 20.0%
in the same  period  of 1998.  The  decrease  in the  margin  is  reflective  of
increased   spending  on  Internet   site   development,   weakness  in  certain
business-to-business  publications, and increased circulation costs at Seventeen
and the soap opera titles.

Operating  income from  Continuing  Businesses  decreased 3.4% to $20,365 in the
third  quarter of 1999 from $21,082 in the third  quarter of 1998.  The decrease
was the result of increased amortization arising from acquisitions.

Information:
-----------
Sales from Continuing Businesses increased 17.2% to $78,929 in the third quarter
of 1999 from  $67,328 in the same  period of 1998.  The  increase  is  primarily
attributable to the growth of apartment  guides  advertising  revenue as well as
acquisitions.

EBITDA  from  Continuing  Businesses  increased  13.4% to  $16,266  in the third
quarter of 1999 from  $14,349  in the same  period of 1998.  The  EBITDA  margin
decreased to 20.6% in the third quarter of 1999 from 21.3% in the same period of
1998. The decrease in the margin is reflective of increased Internet  investment
in 1999.

Operating  income from  Continuing  Businesses  increased  6.4% to $7,395 in the
third quarter of 1999 from $6,950 in the same period of 1998.  The EBITDA growth
during the 1999 period  more than offset  increased  amortization  arising  from
acquisitions.



Education:
---------
Sales from Continuing  Businesses  remained flat at $87,668 in the third quarter
of 1999 from $87,922 in the same period of 1998.

EBITDA from Continuing Businesses increased 9.7% to $23,423 in the third quarter
of 1999 from $21,345 in the same period of 1998. The EBITDA margin  increased to
26.7% in the third quarter of 1999 from 24.3% in the third quarter of 1998.  The
increase in the margin reflects the positive results of the refocusing effort at
PRIMEDIA  Workplace  Learning  and the  improved  operating  results at PRIMEDIA
Reference,  American Guidance Service and Weekly Reader.  The improvement in the
margin was  partially  offset by lower  results at Channel One due to  increased
development  costs in 1999, as well as softness at Qwiz and Pictorial due to new
product introduction costs and some softness in the insurance industry.

Operating  income  (loss)  from  Continuing  Businesses  was $6,422 in the third
quarter of 1999 compared to $(5,746) in the third  quarter of 1998.  This change
was due  partially  to the  growth  in  EBITDA  in 1999.  In  addition,  certain
non-recurring  charges  primarily  related to PRIMEDIA  Workplace  Learning were
recorded in 1998.

Liquidity and Capital Resources
-------------------------------
Consolidated working capital deficiency,  including net assets held for sale and
current portion of long-term debt, was $58,961 at September 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 September 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 operating activities during the nine months ended September
30,  1999,  after  interest  payments of $120,244,  was $40,704,  as compared to
$50,092 during the same 1998 period,  primarily due to higher interest  payments
which more than offset  EBITDA  growth.  Net capital  expenditures  were $43,198
during the nine months ended  September 30, 1999 compared to $27,794  during the
1998 period due primarily to increased spending on new office space and computer
systems.  Net cash used in  investing  activities  during the nine months  ended
September 30, 1999  decreased to $125,724  compared to $358,497 in the same 1998
period due to the lower level of acquisition spending in 1999. Net cash provided
by  financing  activities  during the nine months ended  September  30, 1999 was
$90,531, compared to $309,642 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
borrowings  under 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 September  30,  1999,  the Company had
unused bank commitments of approximately $331,000.

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.  On August 16, 1999,  the Company and
Ripplewood  Holdings L.L.C.  announced that they had signed a purchase agreement
for the Company to sell its supplemental education group to a company controlled
by Ripplewood.  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.

Recent Developments
-------------------
From October 1, 1999 through  November 12, 1999, the Company has completed two
acquisitions  in  the  specialty   magazines  and  education   segments.   These
acquisitions,  which had an aggregate  purchase price of approximately  $43,000,
were primarily funded through borrowings under the Company's credit facilities.

Impact of Inflation
-------------------
The impact of inflation  was  immaterial  during 1998 and through the first nine
months of 1999. Paper prices modestly  declined through the first nine months of
1999. In the first nine 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  September  30, 1999,  substantially  all of the  Company's
critical systems have been remediated and tested.

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 has developed 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  September  30,  1999,  substantially  all of the  $13,000 has been
expended through funding from existing  operations and such costs have not had 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 can occur which can affect the Company's
results.

<PAGE>


Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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



<PAGE>


Item 5.  OTHER INFORMATION

Thomas S. Rogers was elected  Chairman  and Chief  Executive  Officer  effective
October 27, 1999.




<PAGE>


SIGNATURES

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


                                  PRIMEDIA Inc.
                                  (Registrant)





Date:  November 12, 1999                  /s/ Thomas S. Rogers
       --------------------       ----------------------------------------------
                                                (Signature)
                                     Chairman and Chief Executive Officer
                                          (Principal Executive Officer)






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