Results of Operations - (Continued)

instructional and educational support expenses increased by $2.2 million or 9.3%
to $25.9 million for the six months ended  September 30, 2000 from $23.7 million
for the six months ended September 30, 1999.  Excluding Huron  University,  as a
percentage of net  revenues,  instructional  and  educational  support  expenses
increased  to 69.2% for the six months ended  September  30, 2000 as compared to
67.8% for the six months ended September 30, 1999. The increase in instructional
and  educational  support  expenses  was  primarily  due to an  increase of $1.1
million in the  Associate  Degree  Division and $1.1  million in the  University
Degree Division.  The increase in instructional and educational support expenses
in the Associate Degree Division was primarily due to an increase in payroll and
related  benefits  for  faculty,  academic  administrators  and student  support
personnel to support the increase in enrollment.  The increase in  instructional
and educational support expenses in the University Degree Division was primarily
due to an  increase  in payroll  and  related  benefits  for faculty and student
support  personnel  to support the  increase in  enrollment  and the start up of
Colorado Technical University's online program.

     Selling and promotional expenses increased by $1.6 million or 28.8% to $7.3
million for the six months  ended  September  30, 2000 from $5.7 million for the
six months ended  September 30, 1999.  As a percentage of net revenues,  selling
and promotional  expenses  increased to 19.5% for the six months ended September
30, 2000 as  compared  to 15.6% for the six months  ended  September  30,  1999.
Excluding Huron University,  selling and promotional  expenses increased by $1.9
million or 35.4% to $7.3  million for the six months  ended  September  30, 2000
from $5.4 million for the six months ended  September 30, 1999.  Excluding Huron
University,  as a percentage of net revenues,  selling and promotional  expenses
increased  to 19.5% for the six months ended  September  30, 2000 as compared to
15.5% for the six months ended  September 30, 1999. This increase in selling and
promotional  expenses was primarily due to an increase in  advertising  expenses
resulting from marketing efforts directed at increasing enrollment.

     General and  administrative  expenses  decreased by $0.3 million or 4.1% to
$5.8 million for the six months ended  September  30, 2000 from $6.1 million for
the six months ended  September  30,  1999.  As a  percentage  of net  revenues,
general and administrative  expenses decreased to 15.6% for the six months ended
September  30, 2000 as compared to 16.8% for the six months ended  September 30,
1999. Excluding Huron University,  general and administrative expenses decreased
by $0.2 million or 3.8% to $5.8  million for the six months ended  September  30,
2000 from $6.0 million for the six months ended  September  30, 1999.  Excluding
Huron University,  as a percentage of net revenues,  general and  administrative
expenses  decreased  to 15.6 % for the six months  ended  September  30, 2000 as
compared to 17.4% for the six months ended  September 30, 1999.  The decrease in
general  and  administrative  expenses  was  primarily  due  to a  reduction  in
administrative  payroll  expenses and consulting  fees in the University  Degree
Division.

     We reported a loss from operations of $1.6 million for the six months ended
September 30, 2000 as compared to a loss from operations of $1.2 million for the
six months ended September 30, 1999.  Excluding Huron University,  the loss from
operations  increased by $1.4 million to a loss from  operations of $1.6 million
for the six months ended  September 30, 2000 from a loss from operations of $0.2
million for the six months ended September 30, 1999. This increase was primarily
due to an increase in losses from  operations  of $0.8 million in the  Associate

Results of Operations - (Continued)

Degree  Division due to an increase of $1.5  million in selling and  promotional
expense  and an  increase  in losses  from  operations  of $0.6  million  in the
University  Degree Division due to an increase of $1.1 million in  instructional
and educational support expenses.

     We reported a net loss of $1.8  million and a net loss of $1.0  million for
the six months ended September 30, 2000 and 1999, respectively.  The increase in
net  loss  was  primarily  due to the  implementation  of SEC  Staff  Accounting
Bulletin No. 101 effective  April 1, 2000,  which resulted in a one-time  charge
after taxes of $0.6  million and a decrease in  profitability  in the  Associate
Degree Division.

Seasonality

     We  experience  seasonality  in our  quarterly  results of  operations as a
result of changes  in the level of student  enrollment.  New  enrollment  in our
schools tends to be lower in the first and second fiscal  quarters  covering the
summer months which are traditionally  associated with recess from school. Costs
are generally not significantly  affected by the seasonal factors on a quarterly
basis.  Accordingly,  quarterly  variations  in  net  revenues  will  result  in
fluctuations in income from operations on a quarterly basis.

     The operating results of Huron  University,  which was sold in August 1999,
were significantly  affected by seasonality.  As a more traditional  university,
Huron University  experienced a significant  decline in revenues during the late
spring and summer.  The decline in revenues combined with a relatively  constant
level of operating  expenses  resulted in  operating  losses of $0.3 million and
$1.0  million at Huron  University  for the three  months  and six months  ended
September  30,  1999,  respectively.  Due to the sale of Huron  University,  our
operating  results were not affected by the  operations of Huron  University for
the three months and six months ended September 30, 2000.

Liquidity and Capital Resources

     Cash and cash  equivalents  at  September  30, 2000 and March 31, 2000 were
$0.9  million  and $6.1  million,  respectively.  The  decrease in cash and cash
equivalents was primarily due to the net repayment of debt of $1.9 million,  the
settlement  payment of the class action lawsuit of $1.2 million and the purchase
of capital  expenditures  of $1.2  million.  Our working  capital  totaled  $5.3
million at September 30, 2000 and $8.2 million at March 31, 2000.

     We  experienced  a decline  in cash flow in the  first  and  second  fiscal
quarters  due to the  seasonal  effect of lower  enrollment  during  the  summer
months.  We  believe  that  cash flow will  strengthen  in the third and  fourth
quarters  since  these  periods  have  historically  represented  the periods of
highest revenues and net income within a fiscal year.

     Net cash of $2.0  million  was  used in  operating  activities  for the six
months ended September 30, 2000,  compared to net cash of $1.9 million  provided
by  operating  activities  for the six months  ended  September  30,  1999.  The
increase  in cash used of $3.9  million  was  primarily  due to an  increase  in
accounts receivable and a decrease in accrued expenses.

Liquidity and Capital Resources (Continued) 

     Net  cash  of $1.2  million  and  $1.8  million  were  used  for  investing
activities for the six months ended  September 30, 2000 and 1999,  respectively.
The decrease in cash used of $0.6 million was primarily due to cash used for the
investment in Huron University for the six months ended September 30, 1999. This
decrease  was  partially  offset  by  an  increase  in  cash  used  for  capital
expenditures.

     Net cash of $2.0  million  was  used in  financing  activities  for the six
months ended  September  30, 2000,  compared to net cash of $2.8 million used in
financing  activities for the six months ended  September 30, 1999. The decrease
in cash used was due to a decrease in net payments on long-term borrowings.

     We have an $8.5 million line of credit which expires on September 30, 2002.
At September 30, 2000, we had $6.7 million  outstanding  under this facility and
letters of credit outstanding of $0.5 million which reduced the amount available
for borrowing. The amounts borrowed under this facility for the six months ended
September 30, 2000 were  primarily  used for  operations,  repayment of debt and
capital expenditures.

     On November 5, 1999, our Board of Directors authorized the repurchase of up
to $1.0 million of our common stock.  The repurchases  will be made from time to
time in the  open  market  or  through  privately  negotiated  transactions.  We
anticipate  that the  repurchase  of  shares  will be funded  through  cash from
operations.  During  the three  months  ended  September  30,  2000,  we did not
repurchase  any  shares of our  common  stock and  since  the  inception  of the
repurchase  program,  we have repurchased 285,000 shares of our common stock for
approximately $498,000.

     Our  primary  source  of  operating  liquidity  is the cash  received  from
payments of tuition and fees.  Most students  attending our schools receive some
form of financial aid under Title IV Programs.  We receive  approximately 75% of
our funding  from the Title IV  Programs.  Disbursements  under each program are
subject to disallowance and repayment by the schools.

     We believe that with our working  capital,  our cash flow from  operations,
our credit facilities and our expected increased  financings under capital lease
obligations  to fund capital  expenditures,  we will have adequate  resources to
meet our anticipated operating requirements for the foreseeable future.

PART II - OTHER INFORMATION

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

Annual Shareholders' Meeting

     On August 11, 2000,  the Company held its annual  meeting of  shareholders.
The only business transacted at that meeting was the election of directors.  All
of the nominees for director were elected by the vote set forth  opposite  their
names in the table below:

Annual Shareholders' Meeting - (Continued)

        Election of Directors                      For            Withheld
        -------------------------               ----------         ------
        Phillip Frost, M.D.                     12,122,479         22,642
        Richard C. Pfenniger, Jr.               12,122,479         22,642
        Jack R. Borsting, Ph.D                  12,122,479         22,642
        Peter S. Knight                         12,122,479         22,642
        Lois F. Lipsett, Ph.D.                  12,122,479         22,642
        Richard M. Krasno, Ph.D.                12,122,479         22,642
        Percy A. Pierre, Ph.D.                  12,122,479         22,642
        Neil Flanzraich                         12,122,479         22,642
        A. Marvin Strait, C.P.A.                12,122,479         22,642


Item 5. Other Information

     On October  6,  2000,  the United  States  District  Court for the  Eastern
District of  Pennsylvania,  approved  the  settlement  agreement  reached in the
previously  reported case styled Cullen,  et. al. v. Whitman Education Group,
Inc. et. al.(Civil  Action No. 98-CV-4076).  The settlement agreement covers
students  who attended  Whitman's  Ultrasound  Diagnostic  Schools any time from
August 1, 1994 to August 1, 1998 in either the general ultrasound program or the
non-invasive  cardiovascular  technology  program.  As a result of the  proposed
settlement,  Whitman  recorded  a  one-time,  after-tax  charge to  earnings  of
approximately $932,000, or $0.07 per share in the fiscal quarter ended March 31,
2000.  Although  management denied the allegations of the lawsuit,  and believed
the key allegations to be without merit,  Whitman entered into the settlement to
resolve  litigation in a satisfactory  business  manner,  to avoid disruption of
Whitman's  business,  and to allow  Whitman to pursue its  mission of  providing
quality education to its enrolled students.

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits

     27     Financial Data Schedule

     (b) Reports on Form 8-K

     No  reports on Form 8-K were filed by  Whitman  during  the  quarter  ended
September 30, 2000.

                                   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.


                                    WHITMAN EDUCATION GROUP, INC.
                                   (Registrant)



                              By:    /s/ FERNANDO L. FERNANDEZ 
                                     Fernando L. Fernandez
                                     Vice President - Finance, Chief Financial
                                     Officer, Treasurer and Secretary


Date:   November 8, 2000

                                       18

              Whitman Education Group, Inc. and Subsidiaries
                             Financial Data Schedule 

   Period Type.................................................6 Months
   Fiscal Year-End.......................................March 31, 2001
   Period-End........................................September 30, 2000
   Cash.........................................................942,796
   Securities.........................................................0
   Receivables...............................................34,725,718
   Allowances.................................................7,017,330
   Inventory..................................................1,152,976
   Current Assets............................................35,604,838
   PPE.......................................................28,668,191
   Accumulated Depreciation..................................17,056,976
   Total Assets..............................................59,920,257
   Current Liabilities.......................................30,286,049
   Bonds..............................................................0
   Preferred - Mandatory..............................................0
   Preferred..........................................................0
   Common....................................................21,939,335
   Other Shareholders' Equity................................(2,548,637)
   Total Liability and  Equity...............................59,920,257
   Sales.....................................................37,400,669
   Total  Revenues...........................................37,400,669
   CGS.......................................................25,877,710
   Total  Costs..............................................33,185,010
   Other  Expenses....................................................0
   Loss  Provision....................................................0
   Interest  Expense (Net)......................................368,843
   Loss  Pretax..............................................(1,998,585)
   Income Tax (Benefit)........................................(796,236)
   Loss Continuing....................................................0
   Discontinued.......................................................0
   Extraordinary......................................................0
   Changes.....................................................(563,971)
   Net Loss..................................................(1,766,320)
   EPS Basic .....................................................(0.13)
   EPS Diluted....................................................(0.13)