WHITMAN EDUCATION GROUP, INC.


RICHARD C. PFENNIGER, JR.
Chief Executive Officer

                                                     July ____, 2001


Dear Fellow Shareholder:

     You are cordially invited to attend the 2001 annual meeting of Shareholders
of Whitman  Education Group,  Inc. (the "Company").  The meeting will be held at
10:00 a.m. on August 9, 2001, at the Company's executive offices located at 4400
Biscayne Boulevard, 14th Floor, Miami, Florida 33137.

     The enclosed  notice and proxy  statement  contain  details  concerning the
business to be considered at the meeting.  The Board of Directors of the Company
recommends  a vote "FOR" the  election of the nine  directors to serve until the
2002  annual  meeting of  shareholders  and a vote "FOR" the  increase in shares
subject to the Company's 1996 Stock Option Plan.

     We sincerely hope that you will be present at the annual  meeting.  Whether
or not  you  plan  to  attend,  please  complete,  sign,  date  and  return  the
accompanying proxy card in the enclosed envelope to ensure that your shares will
be represented at the meeting.

     A copy  of the  Company's  2001  Annual  Report  to  Shareholders  is  also
enclosed.

                                          Sincerely,
                                          ____/s/________________
                                          Richard C. Pfenniger, Jr.

                                       1




                          WHITMAN EDUCATION GROUP, INC.

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD AUGUST 9, 2001


To the Shareholders of
Whitman Education Group, Inc.:


     The 2001 annual  shareholders  meeting  (the  "Annual  Meeting") of Whitman
Education Group,  Inc. (the "Company") will be held at 4400 Biscayne  Boulevard,
14th Floor,  Miami,  Florida 33137 on August 9, 2001, at 10:00 a.m.  local time,
for the following purposes:

     (1) to elect  nine  directors  to serve  until the 2002  annual  meeting of
shareholders;

     (2) to  consider  approval of an increase in the number of shares of Common
Stock,  no par value,  reserved  for issuance  under the 1996 Whitman  Education
Group, Inc. Stock Option Plan from 2,500,000 to 3,250,000; and

     (3) to transact such other  business as may properly come before the Annual
Meeting.

     Only  shareholders  of record at the close of business on June 29, 2001 are
entitled  to notice of and to vote at the  Annual  Meeting  or any  adjournments
thereof.  A list of such  shareholders  will be available for inspection  during
normal  business  hours at the offices of the Company  located at 4400  Biscayne
Boulevard, Miami, Florida 33137 during the 10 days preceding the Annual Meeting.

     Your attention is directed to the accompanying  Proxy Statement for further
information regarding each proposal to be considered at the Annual Meeting.

     WHETHER  OR NOT YOU PLAN TO ATTEND  THE ANNUAL  MEETING,  PLEASE  COMPLETE,
DATE, SIGN AND RETURN THE PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE TO
ASSURE REPRESENTATION OF YOUR SHARES AND A QUORUM AT THE MEETING. YOU MAY REVOKE
YOUR PROXY AT ANY TIME  BEFORE IT IS VOTED BY  PROVIDING  WRITTEN  NOTICE TO THE
COMPANY BEFORE THE MEETING OR BY ATTENDING THE ANNUAL MEETING AND VOTING.

                       By Order of the Board of Directors

                       Fernando L. Fernandez, Secretary

Miami, Florida
July__, 2001


                                       2



                          WHITMAN EDUCATION GROUP, INC.

                             4400 Biscayne Boulevard
                              Miami, Florida 33137
                                 (305) 575-6510

                                 PROXY STATEMENT

     This proxy  statement  is  furnished  by the Board of  Directors of Whitman
Education Group, Inc., a Florida corporation (the "Company"), in connection with
the  solicitation  of proxies by the  Company  for use at the annual  meeting of
shareholders  to be held at 10:00 a.m. local time on August 9, 2001 (the "Annual
Meeting"),   at  the  Company's  executive  offices  located  at  4400  Biscayne
Boulevard,  14th Floor, Miami,  Florida 33137, and at any adjournments  thereof.
Mailing of the proxy statement and the  accompanying  proxy card to shareholders
will commence on or about July ___, 2001.

     Record holders of the Company's  Common Stock,  no par value per share (the
"Common  Stock"),  at the close of business on June 29, 2001 (the "Record Date")
are entitled to one vote for each share held on all matters to be  considered at
the Annual Meeting.  On the Record Date,  __________ shares of Common Stock were
outstanding and entitled to vote.


VOTING

     All properly  executed  proxies  delivered and not revoked will be voted in
accordance with the directions  given and, in connection with any other business
that may  properly  come before the Annual  Meeting,  in the  discretion  of the
persons named in the proxy. With respect to the proposal to elect nine directors
to serve until the 2002 annual  meeting,  shareholders  may vote in favor of all
nominees  or  withhold  their  votes  as  to  all  or  any  specific   nominees.
Shareholders  should  specify  their  choices on the enclosed  proxy card. If no
specific  instructions  are given,  the shares  represented by the proxy will be
voted FOR the  election of all  directors  and FOR the increase in the number of
shares of Common Stock  reserved for issuance  under the 1996 Whitman  Education
Group, Inc. Stock Option Plan (the "1996 Plan") from 2,500,000 to 3,250,000.

     A proxy  delivered  pursuant to this  solicitation is revocable at any time
prior to its exercise by giving  written notice to the Secretary of the Company,
by delivering a later-dated proxy, or by voting in person at the Annual Meeting.
Attendance at the Annual Meeting will not, in itself, constitute revocation of a
proxy.

     A majority of the outstanding shares of Common Stock, represented in person
or by proxy,  constitutes  a quorum for  transaction  of  business at the Annual
Meeting.  The  election of  directors  will  require the  affirmative  vote of a
plurality  of the  shares  of Common  Stock  voting in person or by proxy at the
Annual  Meeting.  The increase in the number of shares of Common Stock  reserved
for issuance under the 1996 Plan will be approved if the number of votes cast in
favor of the proposal is greater than the number of votes cast against it. Votes
that are withheld and broker non-votes,  relating to shares as to which a broker
or nominee indicates that it does not have discretionary  authority to vote on a
proposal,  will not  affect the  outcome of the  election  of  directors  or the
approval of the  increase in the number of shares of Common  Stock  reserved for
issuance under the 1996 Plan.

                                       3



COSTS AND MANNER OF SOLICITATION

     The  Company  will  bear the  costs of  solicitation  of  proxies  from its
shareholders.  Solicitation  of  proxies  may be made in  person,  by mail or by
telephone by officers,  directors  and  employees of the Company who will not be
specially compensated in such regard. Nominees, fiduciaries and other custodians
will be requested to forward solicitation materials to the beneficial owners and
secure their voting instructions,  if necessary,  and will be reimbursed for the
reasonable  expenses  incurred  in sending  proxy  materials  to the  beneficial
owners.


                              ELECTION OF DIRECTORS
                                  (Item No. 1)

Board of Directors

     A Board of Directors  consisting of nine  directors  will be elected at the
Annual Meeting to hold office for one year or until their successors are elected
and qualified. The persons named below were designated by the Board of Directors
as nominees.  All of the nominees are incumbent  directors.  Although management
does not  anticipate  that any nominee will be unable or unwilling to serve as a
director,  in the  event  of such an  occurrence,  proxies  may be  voted in the
discretion of the persons named in the proxy for a substitute  designated by the
Board of  Directors,  unless  the Board of  Directors  determines  to reduce the
number of directors  constituting the Board. The Board of Directors recommends a
vote "FOR" each of the nominees identified below.


JACK R. BORSTING, PH.D      Dr.  Borsting  has  been  a  director of the Company
Director since 1994         since 1994  and  Vice  Chairman  of  the Board since
Age 72                      August 2000.  Dr.  Borsting is the E. Morgan Stanley
                            Professor   of   Business   Administration   at  the
                            University of  Southern  California and  Director of
                            its Center for  Telecommunication   Management. From
                            1988  to   1994,  Dr. Borsting   was   Dean  of  the
                            University   of   Southern    California  School  of
                            Business  Administration,  and  from  1983  to 1988,
                            he   was  Dean   of   the    University   of   Miami
                            School   of   Business Administration. Dr. Borsting,
                            a former Assistant Secretary of Defense (Controller)
                            is  a  director  of  Northrop   Grumman Corporation
                            (aerospace),   IVAX  Diagnostics,  Inc.  (diagnostic
                            instruments) and Plato Learning,  Inc.  (proprietary
                            education).  Dr.  Borsting  is  a  trustee   of  the
                            Institute  for  Defense   Analysis,  the  Rose  Hill
                            Foundation and the Los  Angeles Orthopedic  Hospital
                            Foundation.



                                       4



NEIL FLANZRAICH             In  May  1998,  Mr. Flanzraich  became Vice Chairman
Director since 1997         and President of IVAX Corporation (pharmaceuticals).
Age 57                      In  March  2001,  Mr. Flanzraich   became  a  member
                            of  the  Board  of  Directors  of IVAX  Diagnostics,
                            Inc.(diagnostic instruments).   From  1995   through
                            1998, Mr. Flanzraich was  a shareholder and Chairman
                            of the Life Sciences Legal Practice Group  of Heller
                            Ehrman  White  &  McAuliffe,  Palo Alto, California.
                            From 1981 to  1994, Mr. Flanzraich  was  Senior Vice
                            President,   General  Counsel  and   member  of  the
                            Corporate Executive Committee of Syntex Corporation,
                            an  international  pharmaceutical  company  that was
                            acquired by Roche Holdings Ltd.


PHILLIP FROST, M.D.         Dr.  Frost  has  been  a   director  of the  Company
Director since 1992         since   April  1992  and  Chairman  of  the Board of
Age 64                      Directors  since  November 1992. Dr. Frost  has been
                            Chairman  of  the   Board  of   Directors  and Chief
                            Executive       Officer    of   IVAX    Corporation
                            (pharmaceuticals)  since  1987.  Dr. Frost served as
                            President  of  IVAX  Corporation  from  1991   until
                            1995.  Dr.  Frost  was  Chairman  of  the  Board  of
                            Directors  of  Key  Pharmaceuticals,  Inc. from 1972
                            to  1986.   Dr.  Frost  is  Chairman of the Board of
                            Directors  of  IVAX   Diagnostics,  Inc. (diagnostic
                            instruments)  and  is   Vice  Chairman  of the Board
                            of  Directors  of  Continucare Corporation  (managed
                            health  care).  He  is  also  director  of  Northrup
                            Grumman   Corp. He  is a trustee of  the  University
                            of   Miami   and   a   member   of   the   Board  of
                            Governors of the American Stock Exchange.


PETER S. KNIGHT             Mr. Knight is the President of Sage Venture Partners
Director since 1994         From  1991  to  1999,  Mr.  Knight  was a partner in
Age 50                      the  law firm of  Wunder, Knight,  Levine,  Thelen &
                            Forscey,  in  Washington,  D.C. In 1996, Mr.  Knight
                            took  a  leave of absence from his law firm to serve
                            as  President   Clinton's   Campaign   Manager   for
                            Clinton/Gore '96. From 1989 to 1991,  Mr. Knight was
                            General    Counsel   and    Secretary   of   Medicis
                            Pharmaceutical     Corporation      (dermatological
                            pharmaceuticals).  From  1977 to 1989,   Mr.  Knight
                            served as the Chief  of Staff to  Congressman,  and
                            later Senator,  Al Gore. Mr. Knight is a director of
                            Medicis  Pharmaceutical  Corporation,  the  Schroder
                            Mutual Fund Family and EntreMed(biopharmaceuticals).


                                       5



RICHARD M. KRASNO, PH.D     In   October  1999,  Dr.  Krasno   became  Executive
Director since 1996         Director  of  the  William R. Kenan, Jr.  Charitable
Age 59                      Trust  and  President of the four William R.  Kenan,
                            Jr.  funds.  From  1998 to October  1999, Dr. Krasno
                            was   president   of   the   Monterey  Institute  of
                            International Studies in Monterey,  California. From
                            1983 to February 1998,  Dr. Krasno was President and
                            Chief   Executive   Officer   of  the  Institute  of
                            International   Education   (private  not-for-profit
                            education  organization),  New York City,  New York.
                            He  served  as  its  Executive  Vice  President  and
                            Chief Operating Officer from 1981 to 1983.Dr. Krasno
                            was Deputy Assistant Secretary of Education with the
                            U.S. Department of Education from 1980 to 1981.


LOIS F. LIPSETT, PH.D       Dr.  Lipsett is the  President of  Health  Education
Director since 1996         Associates,      Washington,    D.C.    Since  1995,
Age 67                      Dr.  Lipsett   has   served   as   a  consultant  to
                            several   companies,  including   the   Robert  Wood
                            Johnson  Foundation. Dr. Lipsett was Vice President,
                            Scientific  and  Medical  Affairs,  of  the American
                            Diabetes  Association from 1992  to  1995. Prior  to
                            1992,  Dr.  Lipsett   founded  and  was  Director of
                            the National Diabetes Information  Clearinghouse and
                            was also  Director for several  training  and career
                            development programs  at the  National Institutes of
                            Health.


RICHARD C. PFENNIGER, JR.   Mr. Pfenniger has  been Chief Executive  Officer and
Director since 1992         Vice   Chairman  of  the  Company  since  1997 and a
Age 45                      director of the  Company since 1992.  Mr.  Pfenniger
                            was Chief  Operating  Officer  of  IVAX  Corporation
                            (pharmaceuticals) from  1994  to  1997. He served as
                            Senior Vice President --  Legal Affairs  and General
                            Counsel of IVAX Corporation from 1989 to 1994. Prior
                            to   joining  IVAX  Corporation,  Mr. Pfenniger  was
                            engaged in private law practice.


PERCY A. PIERRE, PH.D.      Dr. Pierre   has   been   Professor   of  Electrical
Director since 1997         Engineering  at   the  College  of   Engineering  of
Age 62                      Michigan   State  University  since 1995.  Prior  to
                            1995,  he   was  the  Vice  President  for  Research
                            and    Graduate   Studies, as   well as Professor of
                            Electrical Engineering at Michigan  State University
                            from 1990 to 1995; President of  Prairie  View A & M
                            University  from  1983  to 1989; Assistant Secretary
                            of    the   Army   for   Research,  Development  and
                            Acquisition, Department  of the U.S. Army, from 1977
                            to 1981; and  Dean  of  the School of Engineering at
                            Howard   University   from  1971 to 1977. Dr. Pierre
                            serves   as    a  director   of    CMS  Energy Corp.
                            (diversified energy company)and is  a Trustee of the
                            University of Notre Dame.

                                       6


A. MARVIN STRAIT, C.P. A.   Mr. Strait presently practices as a Certified Public
Director since 1998         Accountant  under  the name A. Marvin  Strait,  CPA.
Age 67                      He   has  practiced   in   the   field   of   public
                            accountancy  in  Colorado for the past forty  years.
                            Mr. Strait has served on  the Board of  Directors of
                            Colorado  Technical  University  since 1986. He also
                            presently  serves  as   a   member of  the  Board of
                            Directors   of   Western   National   Bank, Colorado
                            Springs,    Colorado   and      AutoTradeCenter.Com,
                            Inc.   He  also  serves  as a member of the Board of
                            Trustees for the  Colorado  Springs Fine Arts Center
                            Foundation, the Colorado  Springs Symphony Orchestra
                            Foundation  and  the  Colorado State Fair Authority.
                            Mr. Strait previously  served  as  the  Chairman  of
                            the Board of Directors of the American  Institute of
                            Certified   Public  Accountants, as President of the
                            Colorado Society of Certified Public Accountants and
                            the Colorado State Board of Accountancy.


DIRECTOR COMPENSATION

     Each  director  who is not  employed by the Company  receives a retainer of
$4,800 per year for his or her service as a director,  a meeting  attendance fee
of $1,000  for each  Board of  Directors  meeting  attended  in  person,  and is
reimbursed for expenses incurred in attending Board and committee  meetings.  In
fiscal 2001, in lieu of both the retainer and the meeting  attendance fees, each
director who was not  employed by the Company was  permitted to elect to receive
10,000  options to purchase  shares of Common  Stock,  that were  granted on the
first business day after election at the annual  meeting of  shareholders  at an
exercise price equal to the fair market value of the Common Stock on the date of
grant.  On June 12, 2001, the Board of Directors  elected to decrease the number
of options payable to directors in lieu of their retainer and meeting attendance
fees to 7,500 options  beginning in fiscal 2002.  The decrease will be effective
immediately following the 2001 annual meeting.

     In addition,  pursuant to the formula grant provision contained in the 1996
Plan,  non-employee directors  automatically are granted each year, on the first
business  day   following  the  Company's   annual   meeting  of   shareholders,
non-qualified  stock options to purchase 7,500 shares (37,500 shares in the case
of the Chairman of the Board) of Common Stock at an exercise  price equal to the
fair market value of Common Stock on the date of the grant, and having a term of
ten years. In fiscal 2001, pursuant to that formula grant provision,  options at
an exercise  price of $2.31 per share were  automatically  granted to Dr.  Frost
(37,500 shares), and to Dr. Borsting,  Mr. Flanzraich,  Mr. Knight, Dr. Lipsett,
Dr. Krasno,  Dr. Pierre  and  Mr. Strait  (7,500  shares  each).   In  addition,
Dr. Frost,   Dr. Borsting,   Dr. Lipsett,  Dr. Krasno  and   Messrs. Flanzraich,
Knight and  Strait also  received  options  to  purchase an   additional  10,000
shares at $2.31 per  share  in fiscal 2001 in lieu of their retainer and meeting
attendance  fees  as discussed  above.  In  connection  with  the appointment of
Dr. Borsting as Vice  Chairman of  the Board on August 4, 2000, the Compensation
Committee of the Board  of  Directors  approved  a  grant of options to purchase
20,000 shares at $2.25 per share to Dr. Borsting.

     On February 2, 2001 the  Compensation  Committee  of the Board of Directors
approved  a  special  one-time  grant  of  options  to  each  of  the  Company's
non-employee   directors.   Each  non-employee   director  received  immediately
exercisable  options to acquire an additional 20,000 shares of common stock at a
price of $2.75 per share,  the closing  price of the Common Stock on the date of
the grant. The options have a term of ten years.

                                       7


MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

     The Board of Directors held four meetings during fiscal 2001 and acted once
by written consent.  All directors  attended at least 75% of the meetings of the
Board of Directors and committees of the Board of Directors on which they served
during the period in which they were a member of the Board of  Directors  or the
committee, as applicable.  The Board of Directors has three standing committees,
described  below.  The Board of Directors does not have a nominating  committee,
and the usual functions of such a committee are performed by the entire Board of
Directors.

     Executive Committee. The Executive Committee of the Board of Directors acts
on certain matters during intervals  between meetings of the Board of Directors.
The current members of the Executive Committee are Mr. Pfenniger, Dr. Frost, Dr.
Borsting and Mr.  Flanzraich.  The Executive  Committee held no meetings  during
fiscal 2001 but acted once by written consent.

     Audit  Committee.  The principal  functions of the Audit Committee  include
reviewing the adequacy of the Company's internal systems of accounting controls,
recommending to the Board of Directors the appointment of independent  auditors,
conferring with independent  auditors concerning the scope of their examinations
of the books and records of the Company and their  independence,  reviewing  the
fee arrangement of the Company's  independent public accountants,  reviewing the
financial   statements  of  the  Company,   management's   disclosures  and  the
independent  auditor's report,  reviewing the independent auditors' findings and
recommendations,   and  considering  other  appropriate  matters  regarding  the
financial affairs of the Company. The current members of the Audit Committee are
Dr. Borsting,  Mr. Knight, Dr. Lipsett, Dr. Pierre and A. Marvin Strait,  C.P.A.
The Audit Committee held four meetings during fiscal 2001.

     Compensation  Committee.   The  principal  functions  of  the  Compensation
Committee  are to approve or recommend  to the Board of  Directors  remuneration
arrangements  and  compensation  plans  involving  the  Company's  directors and
executive  officers and to review with  management  the  Company's  employee and
stock  benefit  programs.   The  Compensation  Committee  also  administers  the
Company's stock option plans and makes grants thereunder. The current members of
the  Compensation  Committee are Dr. Frost, Dr. Krasno and Mr.  Flanzraich.  The
Compensation  Committee held four meetings  during fiscal 2001 and acted once by
written consent.

EXECUTIVE OFFICERS WHO ARE NOT NOMINEES

     The Company's  executive officers are elected annually at the first meeting
of the Board of Directors  following  each annual meeting of  shareholders.  Set
forth  below is a summary  of the  background  and  business  experience  of the
executive officers of the Company who are not nominees for director.

     Randy S. Proto.  Mr. Proto, age 43, has been President of the Company since
1994.  In March  1997,  Mr.  Proto also  assumed  the duties of Chief  Operating
Officer.  For seven years prior thereto,  Mr. Proto was Chief Executive  Officer
and had ownership  interests in eleven  proprietary  schools in four states. For
eight years  prior  thereto,  Mr.  Proto was  employed  by  Computer  Processing
Institute.  Among the positions he held at that  institution were Vice President
and School Director,  Director of Admissions and Marketing,  Director of Finance
and Financial Aid, Director of Placement and Director of Education.

     Fernando  L.  Fernandez.   Mr.  Fernandez,  age  40,  has  served  as  Vice
President--Finance,  Chief  Financial  Officer,  Secretary  and Treasurer of the
Company since 1996.  Prior to joining the Company,  Mr.  Fernandez,  a certified
public  accountant,  served as Chief Financial Officer of Frost Nevada,  Limited
Partnership from 1991 to 1996. Previously, Mr. Fernandez served as Audit Manager
for Coopers & Lybrand in Miami.

                                       8


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's directors, executive officers and 10% shareholders to file initial
reports of  ownership  and reports of changes in  ownership  of Common Stock and
other equity securities with the Securities and Exchange Commission.  Directors,
executive officers and 10% shareholders are required to furnish the Company with
copies of all Section 16(a) forms they file.  Based on a review of the copies of
such  reports  furnished  to the Company and  written  representations  from the
Company's  directors and executive officers that no other reports were required,
the Company believes that during fiscal 2001 the Company's directors,  executive
officers  and  10%   shareholders   complied   with  all  Section  16(a)  filing
requirements applicable to them.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company currently  occupies  administrative  offices in Miami,  Florida
which are owned by IVAX  Corporation.  The lease  between  the  Company and IVAX
provides for an annual rental of $146,400.  Dr. Frost, the Chairman of the Board
of the Company, is also the Chairman of the Board, Chief Executive Officer and a
principal shareholder of IVAX and Neil Flanzraich, a director of the Company, is
Vice Chairman and President of IVAX.

     The Company  purchases  certain  textbooks  and materials for resale to its
students from an entity that is 40% owned by Randy S. Proto, the Company's Chief
Operating Officer.  In the fiscal years ended March 31, 2001, 2000 and 1999, the
Company purchased $97,600, 148,800, and $120,300 in textbooks and materials from
that entity.

STOCK OWNERSHIP BY PRINCIPAL SECURITY HOLDERS AND MANAGEMENT

     The  following  table sets forth  certain  information  as of June 15, 2001
concerning the number of shares of Common Stock  beneficially  owned by (a) each
director,  (b) each executive  officer named below in the "Summary  Compensation
Table", (c) all directors and executive officers as a group, and (d) each person
known to the  Company to be the  beneficial  owner of more than 5% of the Common
Stock, and the percentage such shares represent of the total outstanding  shares
of Common Stock.  Unless otherwise  indicated,  all shares are owned directly by
the person indicated who holds sole voting and investment power.


                                    Shares Beneficially    Percent
  Name of Beneficial Holder         Owned (1)              Of Class
  -------------------------         ---------              --------
  Jack R. Borsting, Ph.D.             122,600 (2)               *
  Neil Flanzraich                      71,875 (2)               *
  Phillip Frost, M.D.               4,254,028 (3)            30.4
  Peter S. Knight                      95,000 (2)               *
  Richard M. Krasno, Ph.D.             67,500 (2)               *
  Lois F. Lipsett, Ph.D.               67,700 (2)               *
  Richard C. Pfenniger, Jr.           595,857 (2)             4.2
  Percy A. Pierre, Ph.D.               58,225 (2)               *
  A. Marvin Strait, C.P.A.            102,028 (2)               *
  Randy S. Proto                      701,416 (2)             4.9
  Fernando L. Fernandez               215,029 (2)             1.5
  All directors and executive
  officers as a group (11 persons)  6,351,258 (4)            40.3


                                       9




---------------------

* Represents beneficial ownership of less than one percent.

     (1) For purposes of this table,  beneficial  ownership is computed pursuant
to Rule 13d-3 under the Securities Exchange Act of 1934; the inclusion of shares
as  beneficially  owned should not be construed as an admission that such shares
are beneficially owned for purposes of Section 16 of the Securities Exchange Act
of 1934.

     (2)  Includes  shares  which  may be  acquired  pursuant  to stock  options
exercisable within 60 days of June 1, 2001: Dr. Borsting  (115,000);  Mr. Knight
(95,000);  Dr. Krasno (67,500);  Mr. Flanzraich (71,875);  Dr. Lipsett (67,500);
Dr. Pierre (55,625);  Mr. Strait (52,500);  Mr. Pfenniger  (418,750);  Mr. Proto
(615,000); and Mr. Fernandez (210,000).

     (3)  Includes (a) 325,000  shares  which may be acquired  pursuant to stock
options held by Dr. Frost  exercisable  within 60 days of June 1, 2001,  and (b)
3,337,628 shares held by Frost-Nevada,  Limited Partnership, ("FNLP"). Dr. Frost
is the sole  limited  partner of FNLP and the sole  shareholder  of the  general
partner of FNLP.  FNLP's  business  address is 3500 Lakeside  Court,  Suite 200,
Reno, Nevada 89509. Dr. Frost's business address is 4400 Biscayne Blvd.,  Miami,
Florida 33137.

     (4) Includes shares  described in footnotes (1) through (3) as beneficially
owned.

EXECUTIVE COMPENSATION

     The  following  table  contains  certain  information  regarding  aggregate
compensation  paid or accrued by the  Company  during  fiscal  2001 to the Chief
Executive  Officer  of the  Company  and to  each  of the  Company's  other  two
executive  officers whose combined  salary and bonus during fiscal 2001 exceeded
$100,000.

                       Summary Compensation Table

                                                Long-Term      All Other
                       Annual Compensation      Compensation   Compensation
                       ------------------------ -------------  ------------
Name and               Year Ended
Principal Position     March 31,  Salary  Bonus Stock Options
-------------------    ---------- ------  ----- -------------
                                    ($)     ($)      (#)         ($)(1)
Richard C.                2001    291,000    0          0         3,100
  Pfenniger, Jr.          2000    291,000    0     30,000         4,800
Chief Executive           1999    283,000    0     75,000         4,800
  Officer

Randy S. Proto            2001    183,000    0          0         3,100
President and Chief       2000    183,000    0     20,000         4,800
Operating Officer         1999    175,000    0     40,000         4,800

Fernando L.               2001    138,000    0          0         3,100
  Fernandez               2000    138,000    0     10,000         4,516
Vice President -          1999    134,000    0     20,000         3,990
  Finance, Chief
  Financial Officer,
  Secretary and
  Treasurer


                                       10


   ------------------------

     (1) The amounts included in the "All Other  Compensation"  column represent
matching contributions made by the Company under the Whitman Employee Retirement
Savings Plan maintained under Section 401 (k) of the Internal Revenue Code.

     During the fiscal year ended March 31, 2001,  no stock options were granted
to the executive officers named in the "Summary Compensation Table."

     The  following  table  sets  forth  information   concerning  stock  option
exercises  during  fiscal 2001 by each of the  executive  officers  named in the
"Summary  Compensation Table" above and the fiscal year-end value of unexercised
options  held  by  each  of  the  executive   officers  named  in  the  "Summary
Compensation Table" above.

                      Aggregated Stock Option Exercises in
                 Fiscal 2001 And Fiscal Year-End Option Values

                                Securities Underlying
                                Number of Unexercised    Value of Unexercised
                                Options at Fiscal        In-the-Money Options
                                Year End                 at Fiscal Year End
                                ------------------------ -----------------------
            Shares
            Acquired
            on        Value                 Un-                      Un-
            Exercise  Realized  Exercisable exercisable  Exercisable exercisable
            --------- --------- ----------- ------------ ----------- -----------
              (#)        ($)        (#)         (#)         (#)(1)    ($) (1)
Richard C.
  Pfenniger
Chief
  Executive
  Officer    50,000     28,125      392,500     60,000        5,600       0

Randy S.
  Proto
President
  and Chief
  Operating
  Officer         0          0      593,750     41,250      481,250       0

Fernando L.
  Fernandez
Vice
  President -
  Finance,
  Chief
  Financial
  Officer,
  Secretary
  and
  Treasurer       0          0      200,000     20,000        9,375       0


     ------------------

     (1) The value of unexercised  in-the-money options represents the number of
options held at March 31, 2001 multiplied by the difference between the exercise
price and $3.00,  the closing  price of the Common  Stock at March 30, 2001 (the
last trading day in fiscal 2001).


                                       11


PERFORMANCE GRAPH

     The  graph  and  table  set  forth  below  compares  the  cumulative  total
shareholder  return on the Common Stock for fiscal 1997 through fiscal 2001 with
the S&P 500 Index and an  industry  peer group  index for the same  period.  The
industry peer group index is comprised of the following companies, each of which
was selected on the basis of the  similarity  of its  business  with that of the
Company:  Apollo Group,  Inc.,  Argosy Education Group,  Inc.,  Career Education
Corp.,  Corinthian  Colleges,  Inc., DeVry, Inc., Education Management Corp, ITT
Educational Services, Inc., and Strayer Education,  Inc. (the "Industry Group").
We believe  that the Industry  Group  represents  a  significant  portion of the
market  value  of  publicly   traded   companies   whose  primary   business  is
postsecondary  education.  The number of publicly traded  companies  involved in
education has increased over the past few years,  making the  composition of the
Industry  Group  more  representative  of our  industry  than the  peer  issuers
previously included in our industry group index. The Industry Group includes all
of the peer issuers in the industry group used for former  periods,  except that
Argosy Education Group,  Inc.,  Career Education Corp. and Corinthian  Colleges,
Inc.  have been added to  replace  Computer  Learning  Centers,  Inc.  and Quest
Education  Corporation,  which  are no longer  publicly  traded  companies  (the
"Former  Industry  Group").  The graph and table assume an investment of $100 in
the  Common  Stock and each  index on March 29,  1996 (the last  trading  day in
fiscal 1996), and the reinvestment of all dividends.











                             PERFORMANCE GRAPH HERE













                                                Fiscal Year Ended March 31,
                                  March 29, ---------------------------------
                                    1996     1997   1998   1999  2000   2001
                                  --------  ------ ------ ----- -----  ------
Whitman                             100       92     100    66    40     53
Industry Peer Group Index           100      112     193   244   200    317
Former Industry Peer Group Index    100      112     193   243   197    289
S&P 500 Index                       100      120     177   210   248    194


                                       12


COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The following report of the Company's  Compensation  Committee shall not be
deemed to be  soliciting  material or  incorporated  by reference by any general
statement  incorporating by reference this Proxy Statement into any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent that the Company specifically incorporates this information by reference,
and it shall not be otherwise deemed filed under such Acts.

TO THE COMPANY'S SHAREHOLDERS:

     The  Compensation  Committee of the Company's Board of Directors,  which is
composed  of  three  non-employee  directors,  is  charged  with  reviewing  the
compensation  of  the  Chief  Executive   Officer  of  the  Company  and  making
recommendations with respect thereto to the Board of Directors. The Compensation
Committee  also  reviews and approves the  compensation  of the other  executive
officers. The Committee's compensation policies are based on a desire to enhance
long-term shareholder value. To achieve this goal, the Committee recognizes that
it must adopt  compensation  policies  which will  attract,  retain and motivate
qualified  and  experienced  executive  officers.  In  attracting  and retaining
executives,  the  Committee  recognizes  that the Company  must  compete for the
services of executives  with many other  companies  which possess  significantly
greater   financial   resources   than  the  Company  and  have  available  more
comprehensive compensation plans and arrangements than are presently utilized by
the Company.  To adequately motivate executives in view of the goal of enhancing
shareholder  value,  the Committee  recognizes that it must design  compensation
policies which align the financial interests of the Company's executive officers
with those of its shareholders.

     In light of these  factors,  the  Committee  believes  that the best manner
presently  available  to the Company to attract,  retain and  motivate  talented
executives is through the award of  significant  long-term  compensation  in the
form  of  stock  options  at the  time  the  executive  joins  the  Company  and
periodically  thereafter.  The  Compensation  Committee  believes that providing
executives with  opportunities to acquire  significant  stakes in the growth and
prosperity  of the Company  through the grant of stock  options  will enable the
Company to attract and retain qualified and experienced  executive officers.  In
addition, the Compensation Committee believes that this approach to compensation
creates an entrepreneurial  atmosphere which motivates  executives to perform to
their full potential.  The  Compensation  Committee  believes that dependence on
stock options for a significant  portion of executive  compensation more closely
aligns the executives' interests with those of the Company's shareholders, since
the  ultimate  value of such  compensation  is directly  dependent  on the stock
price.

     Accordingly,   the  Compensation  Committee  designs  the  compensation  of
executive  officers to consist of a  reasonable  annual  salary  with  long-term
compensation in the form of stock options.  The Compensation  Committee has also
approved an  incentive  bonus plan for all  employees  of the Company with bonus
potential  dependent  upon the financial  performance of the Company as a whole,
the  financial   performance  of  an  employee's  school  or  division  and  the
discretionary evaluation of each employee's performance during the fiscal year.

                                       13


     Executive  Officers  (other than the Chief  Executive  Officer).  The Chief
Executive Officer, with the assistance of other executive officers, makes salary
recommendations to the Compensation  Committee for the executive officers of the
Company  other  than the  Chief  Executive  Officer.  Such  recommendations  are
reviewed  and  approved by the  Compensation  Committee  with any  modifications
deemed  appropriate.  In reviewing and  approving  salary  recommendations,  the
Compensation   Committee   considers  several  factors,   including   individual
performance,   the  executive's   responsibilities,   compensation   offered  by
competitors,  the cost of living, and the financial  performance of the Company.
The Company has not,  however,  established  specific  performance goals or tied
executive  compensation to the achievement of specific  performance  goals.  The
compensation  determination  is largely  subjective,  and no specific  weight is
given to any particular  factor.  For fiscal 2002,  after  discussions  with Mr.
Pfenniger, a review of the performance of the executive officers and considering
the Company's  fiscal 2001 financial  performance,  the  Compensation  Committee
decided  not to  make  any  increases  to the  base  salaries  of the  executive
officers. The Compensation  Committee may, in certain  circumstances,  recommend
that a cash bonus be paid to executives  whose individual  performance  during a
particular  year was  outstanding.  The  amount of any  bonus is based  upon the
recommendation  of the Chief  Executive  Officer.  No cash  bonuses were paid to
executive officers for fiscal 2001.

     Stock options represent a significant portion of total compensation for the
Company's  executive  officers.  Options  are  generally  awarded  to  executive
officers  at the time that they join the Company  and  periodically  thereafter.
Stock options are granted at the  prevailing  market price on the date of grant,
and will only have value if the value of the  Company's  stock  price  increases
from that date. Generally,  grants vest in equal amounts over a four-year period
and have seven-year terms.  Executives generally must be employed by the Company
at the time of vesting in order to exercise the options. Grants of stock options
to executive  officers are generally made upon the  recommendation  of the Chief
Executive  Officer  based on the  level  of the  executive's  position  with the
Company,  an evaluation of the executive's  past and expected  performance,  the
number of outstanding and previously  granted options,  and discussions with the
executive.  The  determination of the timing and number of stock options granted
to the executive officers is made by the Compensation  Committee on a subjective
basis,  with no  specific  weight  given to any  particular  factor.  While  the
Company's executive officers each hold options to acquire the Company's stock as
indicated under the "Executive Compensation", no additional options were granted
to the executive officers related to their fiscal 2001 performance.

     Chief Executive  Officer.  For the past fiscal year, Mr.  Pfenniger's  base
salary was set at $291,000.  After discussions with Mr.  Pfenniger,  a review of
his past  performance  and in  light  of the  Company's  fiscal  2001  financial
performance, it was decided not to increase his base salary for fiscal 2002. The
determination of Mr. Pfenniger's  compensation  package was subjective,  with no
specific weight given to any particular  factor.  Mr.  Pfenniger's  compensation
package was reviewed by the Board of Directors who believe that the compensation
is fair and  reasonable in light of the factors  considered by the  Compensation
Committee.  No performance  bonus award was made and no additional stock options
were granted to Mr. Pfenniger for fiscal 2001.

     Tax  Matters.  Section  162(m) of the  Internal  Revenue  Code of 1986,  as
amended,  generally  disallows a deduction  for federal  income tax  purposes to
public  companies for  compensation  over $1 million paid in any taxable year to
the Company's  Chief  Executive  Officer or to any of the four other most highly
compensated  executive  officers of the  Company.  Qualifying  performance-based
compensation  is not  subject  to the  limitation  if certain  requirements  are
satisfied.  Based  upon  applicable  regulations,   the  Company  believes  that
compensation  expenses  relating to options granted under its stock option plans
will not be subject to the Section 162(m) limitations.

     The Compensation Committee continually evaluates the Company's compensation
policies and procedures  with respect to its executive  officers in light of the
overall  financial  performance  of the  Company  and its effect on  shareholder
value.

                                       14


         The Compensation Committee of the Board of Directors

Phillip Frost, Chairman      Richard M. Krasno         Neil Flanzraich

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During fiscal 2001,  the  following  directors  served on the  Compensation
Committee of the Board of Directors:  Dr. Frost, Mr.  Flanzraich and Dr. Krasno.
No  person  serving  as a member  of the  Committee  during  fiscal  2001 was an
executive officer of the Company at the time of service on the Committee, and no
interlocking  relationships  exist  between  such  persons  and any  director or
executive officer of the Company.

                AMENDMENT TO THE COMPANY'S 1996 STOCK OPTION PLAN
                                  (Item No. 2)

DESCRIPTION OF THE 1996 PLAN

     The 1996 Plan was  adopted by the Board of  Directors  on July 31, 1996 and
approved by the  shareholders of the Company on October 11, 1996. The purpose of
the 1996 Plan is to provide the Company with an  effective  means to attract and
retain highly qualified personnel as well as to provide additional  incentive to
employees and others who provide  services to the Company and who can contribute
significantly to the Company's success.

     The Company intends that options granted under the 1996 Plan qualify for an
exception to the  disallowance  rule of Section  162(m) of the Internal  Revenue
Code (the  "Code").  An  aggregate  of  2,500,000  shares  of  Common  Stock are
presently  available for issuance  under the 1996 Plan,  of which  approximately
35,000  remain  available  for grant.  If the proposal to increase the number of
shares  available for grant and/or the 1996 Plan is approved that number will be
increased to  3,250,000.  No employee may receive  stock  options under the 1996
Plan in any given year to purchase a number of shares  greater  than one percent
of the number of shares of Common Stock outstanding as of the date the 1996 Plan
was adopted. If a stock option expires,  terminates or becomes unexercisable for
any reason without being  exercised in full, the  unpurchased  shares which were
subject to such stock option shall be available for further grant under the 1996
Plan. No options may be granted under the 1996 Plan after July 25, 2006.

     The 1996 Plan is administered by the Compensation Committee of the Board of
Directors  (the  "Committee"),  which,  under the terms of the 1996  Plan,  must
consist of at least two  directors  who are "outside  directors"  as defined for
purposes of Section  162(m) of the Code.  The  Committee  has the  authority  to
interpret the provisions of the 1996 Plan and to make all determinations  deemed
necessary or advisable for its administration.

     The 1996 Plan provides for the issuance of options intended to be incentive
stock  options  within the meaning of Section 422 of the Code and  non-qualified
stock options not intended to meet the  requirements of Section 422 of the Code.
Incentive  stock options may be granted only to employees of the Company and its
subsidiaries, and non-qualified options may be granted to employees,  directors,
independent contractors and agents of the Company and its subsidiaries.  Subject
to the provisions of the 1996 Plan, the Committee determines the persons to whom
grants are made and the vesting, timing, amounts and other terms of such grants.
Incentive stock options which first become  exercisable in any calendar year for
shares with a fair market  value on the date of grant in excess of $100,000  are
treated as non-qualified stock options to the extent of such excess.


                                       15



     The exercise price of options may not be less than the fair market value of
the Common Stock on the date of grant, except with respect to substitute options
issued in connection  with certain  corporate  transactions  and except that the
exercise price of any incentive  stock option granted to the holder of more than
10% of the outstanding Common Stock may not be less than 110% of the fair market
value of the Common Stock on the date of grant.  The term of each option may not
exceed ten years,  except the term of any  incentive  stock option  granted to a
holder of more than 10% of the  outstanding  Common  Stock may not  exceed  five
years.  The  option  price  may be  paid  in cash  or by  check  or  such  other
consideration  as the Committee  shall  determine.  In general,  all outstanding
options granted to an employee terminate twelve months after the optionee ceases
to be an employee,  except that such options  terminate (i) immediately  (unless
otherwise  determined  by  the  Committee)  if  the  optionee's   employment  is
terminated for deliberate,  willful or gross misconduct and (ii) 36 months after
retirement.   Options  granted  under  the  1996  Plan  are  not  assignable  or
transferable other than by will or by the laws of descent and distribution,  or,
in the case of  non-qualified  stock options,  pursuant to a qualified  domestic
relations  order,  and,  during the  optionee's  lifetime,  the  options  may be
exercised only by the optionee.

     The 1996  Plan  provides  for an  automatic  grant of  non-qualified  stock
options to acquire 7,500 shares of Common Stock to non-employee directors of the
Company and 37,500 shares to the Chairman of the Board of Directors each year on
the first business day following the Company's  annual meeting of  shareholders.
The  exercise  price of such  options is equal to the fair  market  value of the
Common  Stock on the date of the  grant,  and  such  options  have a term of ten
years.  Additionally,  on August 4,  2000,  the  Committee  approved  a grant of
options to purchase  20,000 shares at a price of $2.25 per share to Dr. Borsting
in connection with the appointment to Vice Chairman of the Board. On February 2,
2001 the Committee also approved a special one-time grant of options to purchase
20,000  shares  of  Common  Stock at a price of $2.75  per  share to each of the
Company's non-employee directors.

     The number of shares of Common Stock covered by  outstanding  options,  the
number of shares of Common Stock available for issuance under the 1996 Plan, the
number of shares of Common Stock to be granted to  non-employee  directors,  the
maximum  number of shares of Common Stock with  respect to which  options may be
granted to any employee in any given year,  and the exercise  price per share of
outstanding options,  are proportionately  adjusted for any increase or decrease
in the number of issued shares of Common Stock  resulting  from a stock split or
stock dividend.

     The Committee may amend or terminate the 1996 Plan, except that shareholder
approval is required to increase the number of shares of Common Stock subject to
the 1996 Plan,  to change the class of persons  eligible to  participate  in the
1996 Plan, to materially  increase the benefits  accruing to participants  under
the 1996 Plan, or to increase the maximum  number of shares of Common Stock with
respect  to which  options  may be  granted  to any  employee  in any  year.  No
amendment or termination of the 1996 Plan will affect previously  granted awards
without  the  optionee's  consent  unless  the  Committee  determines  that such
amendment is in the best interest of the shareholders or optionees.

     All employees, directors, independent contractors and agents of the Company
are eligible to receive  stock options under the 1996 Plan. As of June 15, 2001,
the Company had eight  non-employee  directors and  approximately  675 full-time
employees.


                                       16



OPTIONS GRANTED UNDER THE 1996 PLAN

     As of June 15, 2001, options to purchase approximately  2,459,575 shares of
Common Stock were  outstanding  under the 1996 Plan at exercise  prices  ranging
from $1.50 to $8.625 per share (in each case equal to the fair  market  value of
the  Common  Stock  as  of  the  dates  of  grant),   and  options  to  purchase
approximately  1,712,595  shares  of Common  Stock  were  exercisable  at prices
ranging  from $1.50 to $8.625 per share.  Except for options  granted  under the
1996  Plan to  non-employee  directors,  which  have a ten  year  term  and vest
immediately,  and options  granted to independent  contractors and agents of the
Company  and its  subsidiaries,  which have  different  vesting  schedules,  all
options  granted under the 1996 Plan have terms of seven years and vest in equal
portions  over four years.  As of June 15 2001,  the closing price of the Common
Stock as reported on the American Stock Exchange composite tape was $2.60.

     As described  below,  the Committee has discretion to determine the persons
to whom  grants of options  are to be made,  the number of options to be granted
and the terms and conditions of any grant. Accordingly, except for the automatic
grants to non-employee  directors of the Company, it is not possible to identify
the persons who will receive  options under the 1996 Plan,  the actual number of
options to be granted to any  individual  under the 1996 Plan,  or the terms and
conditions of any option to be granted.

     The table below  indicates,  as of June 15, 2001,  the aggregate  number of
options  granted  under the 1996 Plan since its  inception  to the  persons  and
groups indicated (all of which remain outstanding).



  Name of Individual or Group           Options Granted under 1996 Plan
  Jack R. Borsting, Ph.D.                              95,000
  Neil Flanzraich                                      71,875
  Phillip Frost, M.D.                                 225,000
  Peter S. Knight                                      75,000
  Richard M. Krasno, Ph.D.                             67,500
  Lois F. Lipsett, Ph.D.                               67,500
  Richard C. Pfenniger, Jr.                           227,500
  Percy A. Pierre, Ph.D.                               55,625
  A. Marvin Strait, C.P.A.                             52,500
  Randy S. Proto                                       85,000
  Fernando L. Fernandez                                40,000
  All current Executive officers                      352,500
  All current Directors                               937,500
  All Current Employees (other than Current
  Executive Officers)                               1,060,050

FEDERAL INCOME TAX CONSEQUENCES

     The  following  summary  is  for  general  information  only  and  is not a
comprehensive analysis of applicable federal income tax laws. This discussion is
based on the Code and other relevant  authority in effect as of the date of this
proxy  statement.  This summary  does not discuss all aspects of federal  income
taxation that may be relevant to the 1996 Plan or any particular  participant in
light of his or her own circumstances.  Furthermore,  no information is provided
with  respect to tax  consequences  under  foreign,  state or local  laws.  This
discussion is not intended as a substitute for careful tax planning. The federal
income tax laws are  complex  and  individual  circumstances  may  affect  their
application. In addition, this discussion is only applicable to participants who
are subject to the United States federal income tax laws.

FEDERAL INCOME TAX CONSEQUENCES RELATING TO INCENTIVE STOCK OPTIONS.

     Certain  options  granted  under the 1996 Plan are  intended  to qualify as
incentive stock options within the meaning of Section 422 of the Code. Set forth
below is a general  summary  of  certain  of the  principal  federal  income tax
consequences to participants  and the Company of incentive stock options granted
under the 1996 Plan.

                                       17


     The grant of an incentive stock option has no immediate  federal income tax
consequences to the optionee or the Company.  The exercise of an incentive stock
option  while  the  optionee  is  an  employee  or  within  three  months  after
termination  of  employment  generally  has  no  immediate  federal  income  tax
consequences  to the  optionee or to the  Company.  The exercise of an incentive
stock option will, however,  result in an increase in the optionee's alternative
minimum  taxable  income in the year of exercise equal to the excess of the fair
market value of the shares at the time of exercise over the exercise price.

     In order to obtain  incentive stock option treatment for federal income tax
purposes upon the subsequent sale (or other  disposition) by the optionee of the
shares of Common Stock received upon exercise of the option,  the sale (or other
disposition)  must not occur  within two years from the date of the grant of the
option  nor  within  one year after the date of  issuance  of such  shares  upon
exercise  of the option  (the "ISO  holding  period  requirements").  If the ISO
holding  period  requirements  are satisfied,  on the subsequent  sale (or other
disposition)  by the  optionee of the shares of Common Stock  received  upon the
exercise of an option,  the optionee  generally will  recognize  capital gain or
loss in the amount equal to the  difference  between the proceeds  realized from
the sale (or other disposition) and the amount paid as the exercise price of the
option. In such a case, the Company is not entitled to a deduction in connection
with the grant or exercise of the  incentive  stock option or the sale of shares
acquired  pursuant to such exercise.  If the optionee holds the shares of Common
Stock  received  upon the  exercise  of the option for more than 12 months,  the
maximum  rate of tax on any gain is 20%. On the other  hand,  if the ISO holding
period  requirements  are not  satisfied  or an optionee  exercises an incentive
stock option more than three months after  termination of employment  other than
by reason of death or  disability of the optionee,  on the  subsequent  sale (or
other  disposition)  by the optionee of the shares of Common Stock received upon
the  exercise of the option,  the optionee  generally  will  recognize  ordinary
income equal to the excess of the fair market value of the shares on the date of
exercise (or the proceeds realized from the sale or other disposition,  if less)
over  the  exercise  price,  and the  Company  is  entitled  to a  corresponding
deduction  subject to applicable rules governing  deductibility of compensation.
If the amount  realized upon such a sale or other  disposition  exceeds the fair
market value of the shares on the date of exercise,  the excess  generally would
be treated as capital gain.

     The tax basis of the shares of Common Stock  received by the optionee  upon
exercise will be equal to the amount paid as the exercise price plus the amount,
if any,  recognized  as  ordinary  income by the  optionee,  and the  optionee's
holding period will begin on the date the shares are issued to the optionee.

FEDERAL INCOME TAX CONSEQUENCES RELATING TO NONQUALIFIED STOCK OPTIONS.

     Certain  options granted under the 1996 Plan are not intended to qualify as
incentive  stock  options  within the meaning of Section 422 of the Code and are
referred to as nonqualified stock options.  Set forth below is a general summary
of certain of the principal  federal income tax consequences to participants and
the Company of nonqualified options granted under the 1996 Plan.

     The grant of a  nonqualified  stock option has no immediate  federal income
tax  consequences  to the  optionee  or the  Company.  Upon  the  exercise  of a
nonqualified stock option, the optionee  recognizes  ordinary income (subject to
wage  withholding and employment  taxes) in an amount equal to the excess of the
fair market value of the shares on the date of exercise over the exercise price,
and the Company is entitled to a corresponding  deduction  subject to applicable
rules governing  deductibility of compensation.  The optionee's tax basis in the
shares is the exercise  price plus the amount of ordinary  income  recognized by
the optionee,  and the  optionee's  holding period will commence on the date the
shares are issued to the  optionee.  Upon a subsequent  sale of the shares,  any
difference  between  the  optionee's  tax  basis in the  shares  and the  amount
realized on the sale generally is treated as capital gain or loss.

                                       18



AMENDMENT TO THE 1996 PLAN AND PURPOSE OF THE AMENDMENT

     On June 12,  2001,  the  Committee  approved an amendment to the 1996 Plan,
subject  to the  approval  of  shareholders,  to  increase  the number of shares
issuable  pursuant to the Plan to 3,250,000  shares.  The purpose for increasing
the number of shares  available  for  issuance  under the 1996 Plan is to ensure
that the Company  will  continue to be able to grant  options as  incentives  to
those  individuals  upon whose  efforts  the  Company  relies for the  continued
success and  development of its business.  Without the increase in the number of
shares  available  for  issuance  under the 1996  Plan,  the  Company  will have
approximately  35,000  shares  remaining  available to be granted under the 1996
Plan.

     The Board of Directors recommends that shareholders vote "FOR" the approval
of the amendment to the 1996 Plan.


INDEPENDENT AUDITORS

     Ernst & Young, LLP,  independent public  accountants,  was appointed by the
Board of Directors to audit the Company's financial  statements for fiscal 2001.
This firm has acted as  independent  public  accountants  for the Company  since
1992. Representatives of Ernst & Young are expected to attend the Annual Meeting
and will have an  opportunity  to make a statement if they desire and to respond
to appropriate questions raised by shareholders.


AUDIT FEES

     For fiscal year 2001, the aggregate fees for professional services rendered
by Ernst & Young, LLP in connection with their audit of the Company's  financial
statements  and their  reviews of the Company's  quarterly  reports on Form 10-Q
were  approximately  $142,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

     There were no professional  services  rendered by Ernst & Young, LLP in the
year ended March 31, 2001 relating to financial  information  systems design and
implementation.


ALL OTHER FEES

     The aggregate fees billed for all other services rendered by Ernst & Young,
LLP during the year ended March 31, 2001 were approximately  $73,000,  including
audit  related  services of $63,000  and  non-audit  services of $10,000.  Audit
related  services  generally  include fees for statutory  audits,  Department of
Education  compliance audits and Securities and Exchange  Commission  accounting
consultations.  Non-audit  services  include a review of the federal  income tax
return.

     The Company's  Audit  Committee  approves all audit and non-audit  services
provided by Ernst & Young, LLP and considers  whether the provision of non-audit
services is compatible with maintaining the auditor's independence.


                                       19


             REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

To the Company's Shareholders:

     The Audit Committee of the Board of Directors is responsible for monitoring
the  integrity of the  Company's  financial  statements,  its system of internal
controls and the independence and performance of its independent  auditors.  The
Audit Committee is composed of five non-employee  directors and operates under a
written  charter  adopted and approved by the Board of  Directors.  The Board of
Directors,  in its business  judgment,  has determined that each Audit Committee
member is "independent" as such term is defined by the American Stock Exchange's
listing  standards.  A copy of the Audit  Committee  Charter is attached to this
Proxy Statement as Appendix A.

     The Company's  management is responsible for the preparation,  presentation
and integrity of the Company's financial  statements,  the Company's  accounting
and financial reporting process,  including the system of internal control,  and
procedures  to  assure  compliance  with  applicable  accounting  standards  and
applicable  laws  and  regulations.   The  Company's  independent  auditors  are
responsible for auditing those financial statements and expressing an opinion as
to  their  conformity  with  generally  accepted  accounting   principles.   Our
responsibility is to independently monitor and review these processes.  We rely,
without independent  verification,  on the information provided to us and on the
representations  made by management and the independent  auditors.  Accordingly,
our oversight does not provide an independent basis to determine that management
has  maintained  appropriate  accounting and financial  reporting  principles or
appropriate  internal control and procedures  designed to assure compliance with
accounting  standards and  applicable  laws and  regulations.  Furthermore,  our
considerations  and  discussions  do not assure that the audit of the  Company's
financial  statements has been carried out in accordance with generally accepted
auditing  standards,  that the financial  statements are presented in accordance
with generally accepted accounting principles or that the Company's auditors are
in fact "independent."

     In this  context,  we held four meetings  during fiscal 2001.  The meetings
were designed,  among other things,  to facilitate  and encourage  communication
among the Audit Committee,  management,  and the Company's independent auditors,
Ernst & Young, LLP. We discussed with the Company's independent  auditors,  with
and without  management  present,  the results of their  examinations  and their
evaluations of the Company's internal controls.

     We have  reviewed and discussed the audited  financial  statements  for the
fiscal year ended March 31, 2001 with  management and Ernst & Young,  as well as
the matters  required to be  discussed  with audit  committees  under  generally
accepted auditing standards,  including,  among other things, matters related to
the conduct of the audit of the Company's  financial  statements and the matters
required to be discussed by Statement on Auditing  Standards  No. 61, as amended
(Communication with Audit Committees.)

     Ernst & Young also  provided to us the written  disclosures  and the letter
required  by   Independence   Standards   Board  Standard  No.  1  (Independence
Discussions  with  Audit  Committees),  and we  discussed  with the  independent
auditors their  independence from the Company.  When considering Ernst & Young's
independence,  we considered  whether their provision of services to the Company
beyond those rendered in connection with their audit and review of the Company's
financial statements was compatible with maintaining their independence. We also
reviewed, among other things, the amount of fees paid to Ernst & Young for their
audit and non-audit services.

                                       20


     Based on our  review  and these  meetings,  discussions  and  reports,  and
subject to the  limitations on our role and  responsibilities  referred to above
and in the Audit  Committee  Charter,  we  recommended to the Board of Directors
that the Company's  audited  financial  statements  for the year ended March 31,
2001 be included in the Company's Annual Report on Form 10-K.

THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

 Jack R. Borsting, Ph.D.         Peter S. Knight          Lois F. Lipsett, Ph.D
                 Percy A. Pierre, Ph.D.       A. Marvin Strait, C.P.A.


                                OTHER INFORMATION

Shareholder Proposals for 2002 Annual Meeting

         Any shareholder proposals intended to be presented at the Company's
2002 annual meeting of shareholders must be received by the Secretary, Whitman
Education Group, Inc., 4400 Biscayne Boulevard, Miami, Florida 33137, no later
than March ___, 2002, in order to be considered for inclusion in the Company's
proxy statement and form of proxy card relating to such meeting.

     Shareholders  who do not  present  proposals  for  inclusion  in the  Proxy
Statement  but who still intend to submit a proposal at the 2002 Annual  Meeting
must, in  accordance  with the Company's  Bylaws,  provide  timely notice of the
matter to the  Secretary of the Company.  To be timely,  written  notice must be
received  by the  Secretary  no less than 60 days nor more than 90 days prior to
the annual meeting.  If less than 70 days' notice or prior public  disclosure of
the date of the scheduled  annual meeting is given,  then notice of the proposed
business  matter must be received by the  Secretary  not later than the close of
business on the tenth day  following the day on which such notice of the date of
the  scheduled  annual  meeting  was  mailed  or the day on  which  such  public
disclosure  was made. Any notice to the Secretary must include as to each matter
the shareholder proposes to bring before the meeting: (a) a brief description of
the  proposal  desired  to be  brought  before  the  meeting  and the reason for
conducting such business at the annual meeting,  (b) the shareholder's  name and
address,  as they  appear on the  Company's  books,  (c) the class and number of
shares of the Company which are beneficially  owned by the shareholder,  (d) any
material  interest  of the  shareholder  in such  business  and  (e)  any  other
information  that is  required to be  provided  by the  shareholder  pursuant to
Regulation 14A under the Securities  Exchange Act of 1934 in his or her capacity
as a proponent of the shareholder proposal.

OTHER BUSINESS

     As of the date of this proxy statement,  the Board of Directors knows of no
business to be presented at the Annual  Meeting  other than as set forth in this
proxy statement.  If other matters properly come before the meeting, the persons
named as proxies will vote on such matters in their discretion.


                             Fernando L. Fernandez, Secretary
July __, 2001


                                       21


APPENDIX A

                             WHITMAN EDUCATION GROUP

                                 Audit Committee

                                     Charter


ORGANIZATION

     This charter governs the operations of the audit  committee.  The committee
shall review and reassess the charter at least  annually and obtain the approval
of the board of  directors.  The  committee  shall be  appointed by the board of
directors  and  shall  comprise  at  least  three  directors,  each of whom  are
independent  of management  and the Company.  Members of the committee  shall be
considered  independent if they have no relationship that may interfere with the
exercise of their  independence  from management and the Company.  All committee
members shall be  financially  literate,  or shall become  financially  literate
within a reasonable  period of time after  appointment to the committee,  and at
least  one  member  shall  have  accounting  or  related  financial   management
expertise.

STATEMENT OF POLICY

     The audit committee  shall provide  assistance to the board of directors in
fulfilling their oversight  responsibility to the shareholders,  relating to the
Company's financial  statements and the financial reporting process, the systems
of internal accounting and financial  controls,  the annual independent audit of
the Company's financial statements, and the legal compliance and ethics programs
as  established  by  management  and  the  board.   In  so  doing,   it  is  the
responsibility of the committee to maintain free and open communication  between
the  committee,   independent  auditors,  and  management  of  the  Company.  In
discharging  its oversight  role, the committee is empowered to investigate  any
matter  brought  to its  attention  with  full  access  to all  books,  records,
facilities,  and  personnel  of the  Company  and the  power to  retain  outside
counsel, or other experts for this purpose.

GOVERNANCE

     The audit committee shall maintain complete records of its proceedings.  At
least fifty percent (50%) of the members of the committee  shall be necessary to
constitute  a quorum for the  conduct of  business.  The  affirmative  vote of a
majority of a quorum shall be  necessary to approve any action.  As permitted by
applicable  law, the audit  committee may hold meetings by conference  call. The
audit  committee may approve actions by written consent if all of the members of
the audit  committee  execute the consent.  The chairman of the audit  committee
shall be  appointed by the board of  directors.  Notice of meetings of the audit
committee  shall be in accordance  with the notice  provision of the bylaws with
respect to meetings of the board of directors of the Company.



                                       1




MEETING FREQUENCY

     The audit committee shall meet as necessary.  Generally,  meetings shall be
held immediately prior to each regular meeting of the board of directors,  or as
called by the chief  executive  officer,  the chairman of the audit committee or
any two members of the audit committee.

RESPONSIBILITIES AND PROCESSES

     The  primary  responsibility  of the  audit  committee  is to  oversee  the
Company's  financial  reporting  process  on behalf of the board and  report the
results  of  their  activities  to the  board.  Management  is  responsible  for
preparing the Company's financial  statements,  and the independent auditors are
responsible for auditing those financial  statements.  The committee in carrying
out its  responsibilities  believes its policies and  procedures  should  remain
flexible,  in order to best react to changing conditions and circumstances.  The
committee  should  take the  appropriate  actions to set the  overall  corporate
"tone" for quality  financial  reporting,  sound  business risk  practices,  and
ethical behavior.

     The  following  shall be the  principal  recurring  processes  of the audit
committee in carrying out its oversight responsibilities.  The processes are set
forth as a guide with the  understanding  that the committee may supplement them
as appropriate.

     o The committee  shall have a clear  understanding  with management and the
independent auditors that the independent auditors are ultimately accountable to
the  board  and  the  audit  committee,  as  representatives  of  the  Company's
shareholders. The committee shall have the ultimate authority and responsibility
to evaluate and, where appropriate, recommend the replacement of the independent
auditors.  The committee shall discuss with the auditors their independence from
management  and the Company and the matters  included in the written  disclosure
required by the  Independence  Standards  Board.  Annually,  the committee shall
review and  recommend to the board the  selection of the  Company's  independent
auditors.

     o The  committee  shall discuss with the  independent  auditors the overall
scope and plans for their  respective  audits including the adequacy of staffing
and  compensation.  Also,  the committee  shall discuss with  management and the
independent  auditors the  adequacy  and  effectiveness  of the  accounting  and
financial  controls,  including  the  Company's  system to  monitor  and  manage
business risk, and legal and ethical compliance programs.

     o The committee shall review with  management and the independent  auditors
the financial  statements to be included in the Company's  Annual Report on Form
10-K (or the annual report to shareholders if distributed prior to the filing of
Form 10-K),  including their judgment about the quality, not just acceptability,
of accounting principles,  the reasonableness of significant judgments,  and the
clarity of the  disclosures  in the financial  statements.  Also,  the committee
shall discuss the results of the annual audit and any other matters  required to
be  communicated  to the committee by the  independent  auditors under generally
accepted auditing standards.



                                       2