As filed with the Securities and Exchange Commission on December 12, 1997
                                                  Registration No. 333-______

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 
                          WHITMAN EDUCATION GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
                                 --------------
         FLORIDA                                    22-2246554
--------------------------------------------------------------------------------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.)


                             4400 Biscayne Boulevard
                              Miami, FL 33137-3227
                                 (305) 575-6510
--------------------------------------------------------------------------------
               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

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

                          EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------------------------------------
                            (Full title of the Plan)

                               RICHARD B. SALZMAN
               VICE PRESIDENT - LEGAL AFFAIRS AND GENERAL COUNSEL
                          WHITMAN EDUCATION GROUP, INC.
                             4400 BISCAYNE BOULEVARD
                              MIAMI, FL 33137-3227
                                 (305) 575-6538
--------------------------------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
                                                PROPOSED         PROPOSED
   TITLE OF EACH CLASS          AMOUNT           MAXIMUM          MAXIMUM             AMOUNT OF
   OF SECURITIES TO BE           TO BE        OFFERING PRICE     AGGREGATE          REGISTRATION
        REGISTERED            REGISTERED       PER SHARE(1)   OFFERING PRICE(1)         FEE
=================================================================================================
<S>                           <C>              <C>             <C>                 <C>    

Common Stock, no par value   250,000 shares     $5.53         $1,382,500             $418.93
=================================================================================================
<FN>
(1)      Estimated  solely  for  purpose of  calculating  the  registration  fee
         pursuant  to Rule  457(h) on the basis of the  average  of the  closing
         price of the Common Stock of Whitman  Education Group, Inc. as reported
         on the American Stock Exchange on December 9, 1997.
</FN>
</TABLE>





<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents filed by Whitman Education Group,  Inc., a Florida
corporation (the "Registrant"), with the Securities and Exchange Commission (the
"SEC")  pursuant  to the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange Act") are incorporated by reference herein:

     (1) The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
March 31, 1997.

     (2) The Registrant's  quarterly reports on Form 10-Q for the quarters ended
June 30, 1997 and September 30, 1997.

     (3) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  registration  statement (No.  33-64153) on Form S-4 dated November
13, 1995, effective on February 14, 1996.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference into this  Registration  Statement and to be a
part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section  607.0831 of the Florida  Business  Corporation  Act (the  "Florida
Act") provides that a director is not personally  liable for monetary damages to
the  corporation or any person for any statement,  vote,  decision or failure to
act regarding  corporate  management or policy, by a director,  unless:  (a) the
director  breached or failed to perform  his duties as a  director;  and (b) the
director's  breach of, or failure to perform,  those duties  constitutes:  (i) a
violation of criminal law unless the  director had  reasonable  cause to believe
his  conduct  was lawful or had no  reasonable  cause to believe his conduct was
unlawful;  (ii) a  transaction  from  which the  director  derived  an  improper
personal  benefit,  either  directly or indirectly;  (iii) a circumstance  under
which the director is liable for an improper distribution;  (iv) in a proceeding
by, or in the right of the  corporation to procure a judgment in its favor or by
or in the right of a shareholder,  conscious disregard for the best interests of
the  corporation,  or willful  misconduct;  or (v) in a proceeding  by or in the
right of someone other than the corporation or a shareholder, recklessness or an
act or omission which was committed in bad faith or with malicious purpose or in
a manner  exhibiting  wanton and willful  disregard of human  rights,  safety or
property.

     Section 607.0850 of the Florida Act provides that a corporation  shall have
the power to indemnify any person who was or is a party to any proceeding (other
than an action by, or in the right of, the  corporation),  by reason of the fact
that he is or was a director,  officer or  employee or agent of the  corporation
against  liability  incurred in connection  with such  proceeding if he acted in

                                      II-1

<PAGE>


good  faith  and in a  manner he  reasonably  believed to  be in, or not opposed
to, the best  interests  of the  corporation  and,  with respect to any criminal
action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful. Section 607.0850 also provides that a corporation shall have the power
to indemnify any person,  who was or is a party to any  proceeding by, or in the
right of, the  corporation  to procure a judgment  in its favor by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  against expenses and amounts paid in settlement not exceeding,  in
the judgment of the board of directors,  the estimated expense of litigating the
proceeding to conclusion,  actually and reasonably  incurred in connection  with
the defense or settlement  of such  proceeding,  including  any appeal  thereof.
Section 607.0850 further provides that such indemnification  shall be authorized
if such person acted in good faith and in a manner he reasonably  believed to be
in, or not opposed to, the best  interests  of the  corporation,  except that no
indemnification  shall be made  under  this  provision  in respect of any claim,
issue,  or matter as to which such person shall have been  adjudged to be liable
unless,  and only to the extent  that,  the court in which such  proceeding  was
brought,  or any other court of competent  jurisdiction,  shall  determine  upon
application  that,  despite the  adjudication  of liability,  but in view of all
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses which such court shall deem proper. Section 607.0850
further provides that to the extent that a director,  officer, employee or agent
has  been  successful  on the  merits  or  otherwise  in  defense  of any of the
foregoing  proceedings,  or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses actually and reasonably incurred by him in
connection  therewith.  Under Section 607.0850,  any  indemnification  under the
foregoing  provisions,  unless pursuant to a determination by a court,  shall be
made  by the  corporation  only  as  authorized  in  the  specific  case  upon a
determination  that the  indemnification of the director,  officer,  employee or
agent is  proper  under  the  circumstances  because  he has met the  applicable
standard of conduct.  Notwithstanding  the failure of a  corporation  to provide
such indemnification,  and despite any contrary determination by the corporation
in a specific case, a director,  officer,  employee or agent of the  corporation
who is or was a party to a  proceeding  may  apply  for  indemnification  to the
appropriate court and such court may order indemnification if it determines that
such person is entitled to indemnification under the applicable standard.

     Section  607.0850 also provides that a corporation  shall have the power to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director,  officer,  employee or agent of the corporation  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify him against such liability under the provisions of Section 607.0850.

     The  Registrant's  bylaws provide that it shall  indemnify its officers and
directors and former officers and directors to the full extent permitted by law.

     The Registrant has entered into indemnification agreements with each of its
officers and directors.  The indemnification  agreements  generally provide that
the Registrant  will pay certain  amounts  incurred by an officer or director in
connection  with any civil or criminal  action or  proceeding  and  specifically
including actions by or in the name of the Registrant  (derivative  suits) where
the  individual's  involvement  is by  reason  of the fact  that he was or is an
officer  or  director.  Under the  indemnification  agreements,  an  officer  or
director  will not receive  indemnification  if such person is found not to have
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best interests of the Registrant. The agreements provide a number
of  procedures  and  presumptions  used to determine the officer's or director's
right to  indemnification  and include a requirement that in order to receive an
advance of expenses, the officer or director must submit an undertaking to repay
any  expenses  advanced  on his  behalf  that are  later  determined  he was not
entitled to receive.

     The Registrant's  directors and officers are covered by insurance  policies
indemnifying them against certain liabilities,  including  liabilities under the
federal  securities  laws  (other  than  liability  under  Section  16(b) of the
Exchange Act), which might be incurred by them in such capacities.


                                      II-2

<PAGE>



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS

     5.1  Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.

     23.1 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.

     23.2 Consent of Ernst & Young, LLP.

     24.1 Power of Attorney of Phillip Frost, M.D.

     24.2 Power of Attorney of Jack R. Borsting

     24.3 Power of Attorney of Peter S. Knight

     24.4 Power of Attorney of Lois F. Lipsett

     24.5 Power of Attorney of Richard M. Krasno

     24.6 Power of Attorney of Percy A. Pierre

     24.7 Power of Attorney of Neil Flanzraich

ITEM 9.  UNDERTAKINGS

     (a) The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

                           provided,  however,  that  paragraphs  (a)(1)(i)  and
                           (a)(1)(ii) do not apply if the  information  required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic  reports filed by
                           the  Registrant  pursuant  to  Section  13 or Section
                           15(d) of the  Exchange Act that are  incorporated  by
                           reference in the Registration Statement.


                                      II-3

<PAGE>



          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  Registration  Statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the   Registrant  has  been  advised  that  in  the  opinion  of  the  SEC  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.














                                      II-4

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Miami,  State  of  Florida,  on  the  12th day of
December, 1997.

                                          WHITMAN EDUCATION GROUP, INC.


                                          BY: /S/ RICHARD C. PFENNIGER, JR.
                                          ----------------------------------
                                             RICHARD C. PFENNIGER
                                             CHIEF EXECUTIVE OFFICER


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Registrant in the capacities and on the dates indicated.


SIGNATURE                                TITLE                   DATE
--------------------------------   -----------------------    -----------------

PRINCIPAL EXECUTIVE OFFICER:

/S/ RICHARD C. PFENNIGER, JR.      CHIEF EXECUTIVE OFFICER    DECEMBER 12, 1997
--------------------------------
RICHARD C. PFENNIGER, JR.


PRINCIPAL FINANCIAL AND 
ACCOUNTING OFFICER:

/S/ FERNANDO L. FERNANDEZ          VP-FINANCE AND             DECEMBER 12, 1997
--------------------------------   CHIEF FINANCIAL OFFICER
FERNANDO L. FERNANDEZ             

DIRECTORS:

       *                           DIRECTOR                   DECEMBER 12, 1997
--------------------------------
PHILLIP FROST, M.D.

/S/ RICHARD C. PFENNIGER, JR.      DIRECTOR                   DECEMBER 12, 1997
--------------------------------
RICHARD C. PFENNIGER, JR.

       *                           DIRECTOR                   DECEMBER 12, 1997
--------------------------------
JACK R. BORSTING

       *                           DIRECTOR                   DECEMBER 12, 1997
--------------------------------
PETER S. KNIGHT

       *                           DIRECTOR                   DECEMBER 12, 1997
--------------------------------
LOIS F. LIPSETT

       *                           DIRECTOR                   DECEMBER 12, 1997
--------------------------------
RICHARD M. KRASNO


                                      II-5

<PAGE>



       *                           DIRECTOR                   DECEMBER 12, 1997
--------------------------------
PERCY A. PIERRE

       *                           DIRECTOR                   DECEMBER 12, 1997
--------------------------------
NEIL FLANZRAICH

*BY:/S/ RICHARD C. PFENNIGER, JR.
---------------------------------
        RICHARD C. PFENNIGER, JR.
        ATTORNEY-IN-FACT


                                      II-6

<PAGE>

                                  EXHIBIT INDEX


                                                                  
EXHIBIT                                                           
NUMBER        DESCRIPTION                                             
--------      -----------------------------------------------      

5.1           Opinion of Stearns Weaver Miller Weissler 
              Alhadeff & Sitterson, P.A.

23.1          Consent of Stearns Weaver Miller Weissler
              Alhadeff & Sitterson, P.A.

23.2          Consent of Ernst & Young, LLP

24.1          Power of Attorney of Phillip Frost, M.D.

24.2          Power of Attorney of Jack R. Borsting

24.3          Power of Attorney of Peter S. Knight

24.4          Power of Attorney of Lois F. Lipsett

24.5          Power of Attorney of Richard M. Krasno

24.6          Power of Attorney of Percy A. Pierre

24.7          Power of Attorney of Neil Flanzraich
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 20937}]
{"company-data": {"conformed-name": "WHITMAN EDUCATION GROUP INC", "cik": "0000352183", "assigned-sic": "8200", "irs-number": "222246554", "state-of-incorporation": "NJ", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42109", "film-number": "97737115"}, "business-address": {"street1": "4400 BISCAYNE BLVD", "street2": "6TH FLOOR", "city": "MIAMI", "state": "FL", "zip": "33137", "phone": "3055756538"}, "mail-address": {"street1": "4400 BISCAYNE BLVD", "street2": "6TH FLOOR", "city": "MIAMI", "state": "FL", "zip": "33137"}, "former-company": {"former-conformed-name": "WHITMAN MEDICAL CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on December 12, 1997
                                                  Registration No. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 
                          WHITMAN EDUCATION GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
                                 --------------
         FLORIDA                                    22-2246554
--------------------------------------------------------------------------------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.)

                             4400 Biscayne Boulevard
                              Miami, FL 33137-3227
                                 (305) 575-6510
--------------------------------------------------------------------------------
               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

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

                          EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------------------------------------
                            (Full title of the Plan)

                               RICHARD B. SALZMAN
               VICE PRESIDENT - LEGAL AFFAIRS AND GENERAL COUNSEL
                          WHITMAN EDUCATION GROUP, INC.
                             4400 BISCAYNE BOULEVARD
                              MIAMI, FL 33137-3227
                                 (305) 575-6538
--------------------------------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================================
                                                PROPOSED         PROPOSED
   TITLE OF EACH CLASS          AMOUNT           MAXIMUM          MAXIMUM             AMOUNT OF
   OF SECURITIES TO BE           TO BE        OFFERING PRICE     AGGREGATE          REGISTRATION
        REGISTERED            REGISTERED       PER SHARE(1)   OFFERING PRICE(1)         FEE
=================================================================================================
Common Stock, no par value   250,000 shares     $5.53         $1,382,500             $418.93
=================================================================================================
(1)      Estimated  solely  for  purpose of  calculating  the  registration  fee
         pursuant  to Rule  457(h) on the basis of the  average  of the  closing
         price of the Common Stock of Whitman  Education Group, Inc. as reported
         on the American Stock Exchange on December 9, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents filed by Whitman Education Group,  Inc., a Florida
corporation (the "Registrant"), with the Securities and Exchange Commission (the
"SEC")  pursuant  to the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange Act") are incorporated by reference herein:

     (1) The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
March 31, 1997.

     (2) The Registrant's  quarterly reports on Form 10-Q for the quarters ended
June 30, 1997 and September 30, 1997.

     (3) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  registration  statement (No.  33-64153) on Form S-4 dated November
13, 1995, effective on February 14, 1996.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference into this  Registration  Statement and to be a
part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section  607.0831 of the Florida  Business  Corporation  Act (the  "Florida
Act") provides that a director is not personally  liable for monetary damages to
the  corporation or any person for any statement,  vote,  decision or failure to
act regarding  corporate  management or policy, by a director,  unless:  (a) the
director  breached or failed to perform  his duties as a  director;  and (b) the
director's  breach of, or failure to perform,  those duties  constitutes:  (i) a
violation of criminal law unless the  director had  reasonable  cause to believe
his  conduct  was lawful or had no  reasonable  cause to believe his conduct was
unlawful;  (ii) a  transaction  from  which the  director  derived  an  improper
personal  benefit,  either  directly or indirectly;  (iii) a circumstance  under
which the director is liable for an improper distribution;  (iv) in a proceeding
by, or in the right of the  corporation to procure a judgment in its favor or by
or in the right of a shareholder,  conscious disregard for the best interests of
the  corporation,  or willful  misconduct;  or (v) in a proceeding  by or in the
right of someone other than the corporation or a shareholder, recklessness or an
act or omission which was committed in bad faith or with malicious purpose or in
a manner  exhibiting  wanton and willful  disregard of human  rights,  safety or
property.

     Section 607.0850 of the Florida Act provides that a corporation  shall have
the power to indemnify any person who was or is a party to any proceeding (other
than an action by, or in the right of, the  corporation),  by reason of the fact
that he is or was a director,  officer or  employee or agent of the  corporation
against  liability  incurred in connection  with such  proceeding if he acted in

                                      II-1
good  faith  and in a  manner he  reasonably  believed to  be in, or not opposed
to, the best  interests  of the  corporation  and,  with respect to any criminal
action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful. Section 607.0850 also provides that a corporation shall have the power
to indemnify any person,  who was or is a party to any  proceeding by, or in the
right of, the  corporation  to procure a judgment  in its favor by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  against expenses and amounts paid in settlement not exceeding,  in
the judgment of the board of directors,  the estimated expense of litigating the
proceeding to conclusion,  actually and reasonably  incurred in connection  with
the defense or settlement  of such  proceeding,  including  any appeal  thereof.
Section 607.0850 further provides that such indemnification  shall be authorized
if such person acted in good faith and in a manner he reasonably  believed to be
in, or not opposed to, the best  interests  of the  corporation,  except that no
indemnification  shall be made  under  this  provision  in respect of any claim,
issue,  or matter as to which such person shall have been  adjudged to be liable
unless,  and only to the extent  that,  the court in which such  proceeding  was
brought,  or any other court of competent  jurisdiction,  shall  determine  upon
application  that,  despite the  adjudication  of liability,  but in view of all
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses which such court shall deem proper. Section 607.0850
further provides that to the extent that a director,  officer, employee or agent
has  been  successful  on the  merits  or  otherwise  in  defense  of any of the
foregoing  proceedings,  or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses actually and reasonably incurred by him in
connection  therewith.  Under Section 607.0850,  any  indemnification  under the
foregoing  provisions,  unless pursuant to a determination by a court,  shall be
made  by the  corporation  only  as  authorized  in  the  specific  case  upon a
determination  that the  indemnification of the director,  officer,  employee or
agent is  proper  under  the  circumstances  because  he has met the  applicable
standard of conduct.  Notwithstanding  the failure of a  corporation  to provide
such indemnification,  and despite any contrary determination by the corporation
in a specific case, a director,  officer,  employee or agent of the  corporation
who is or was a party to a  proceeding  may  apply  for  indemnification  to the
appropriate court and such court may order indemnification if it determines that
such person is entitled to indemnification under the applicable standard.

     Section  607.0850 also provides that a corporation  shall have the power to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director,  officer,  employee or agent of the corporation  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify him against such liability under the provisions of Section 607.0850.

     The  Registrant's  bylaws provide that it shall  indemnify its officers and
directors and former officers and directors to the full extent permitted by law.

     The Registrant has entered into indemnification agreements with each of its
officers and directors.  The indemnification  agreements  generally provide that
the Registrant  will pay certain  amounts  incurred by an officer or director in
connection  with any civil or criminal  action or  proceeding  and  specifically
including actions by or in the name of the Registrant  (derivative  suits) where
the  individual's  involvement  is by  reason  of the fact  that he was or is an
officer  or  director.  Under the  indemnification  agreements,  an  officer  or
director  will not receive  indemnification  if such person is found not to have
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best interests of the Registrant. The agreements provide a number
of  procedures  and  presumptions  used to determine the officer's or director's
right to  indemnification  and include a requirement that in order to receive an
advance of expenses, the officer or director must submit an undertaking to repay
any  expenses  advanced  on his  behalf  that are  later  determined  he was not
entitled to receive.

     The Registrant's  directors and officers are covered by insurance  policies
indemnifying them against certain liabilities,  including  liabilities under the
federal  securities  laws  (other  than  liability  under  Section  16(b) of the
Exchange Act), which might be incurred by them in such capacities.

                                      II-2
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS

     5.1  Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.

     23.1 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.

     23.2 Consent of Ernst & Young, LLP.

     24.1 Power of Attorney of Phillip Frost, M.D.

     24.2 Power of Attorney of Jack R. Borsting

     24.3 Power of Attorney of Peter S. Knight

     24.4 Power of Attorney of Lois F. Lipsett

     24.5 Power of Attorney of Richard M. Krasno

     24.6 Power of Attorney of Percy A. Pierre

     24.7 Power of Attorney of Neil Flanzraich

ITEM 9.  UNDERTAKINGS

     (a) The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

                           provided,  however,  that  paragraphs  (a)(1)(i)  and
                           (a)(1)(ii) do not apply if the  information  required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic  reports filed by
                           the  Registrant  pursuant  to  Section  13 or Section
                           15(d) of the  Exchange Act that are  incorporated  by
                           reference in the Registration Statement.

                                      II-3
(2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  Registration  Statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the   Registrant  has  been  advised  that  in  the  opinion  of  the  SEC  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Miami,  State  of  Florida,  on  the  12th day of
December, 1997.

                                          WHITMAN EDUCATION GROUP, INC.

                                          BY: /S/ RICHARD C. PFENNIGER, JR.
                                          ----------------------------------
                                             RICHARD C. PFENNIGER
                                             CHIEF EXECUTIVE OFFICER

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Registrant in the capacities and on the dates indicated.

SIGNATURE                                TITLE                   DATE
--------------------------------   -----------------------    -----------------

PRINCIPAL EXECUTIVE OFFICER:

/S/ RICHARD C. PFENNIGER, JR.      CHIEF EXECUTIVE OFFICER    DECEMBER 12, 1997
--------------------------------
RICHARD C. PFENNIGER, JR.

PRINCIPAL FINANCIAL AND 
ACCOUNTING OFFICER:

/S/ FERNANDO L. FERNANDEZ          VP-FINANCE AND             DECEMBER 12, 1997
--------------------------------   CHIEF FINANCIAL OFFICER
FERNANDO L. FERNANDEZ             

DIRECTORS:

       *                           DIRECTOR                   DECEMBER 12, 1997
--------------------------------
PHILLIP FROST, M.D.

/S/ RICHARD C. PFENNIGER, JR.      DIRECTOR                   DECEMBER 12, 1997
--------------------------------
RICHARD C. PFENNIGER, JR.

       *                           DIRECTOR                   DECEMBER 12, 1997
--------------------------------
JACK R. BORSTING

       *                           DIRECTOR                   DECEMBER 12, 1997
--------------------------------
PETER S. KNIGHT

       *                           DIRECTOR                   DECEMBER 12, 1997
--------------------------------
LOIS F. LIPSETT

       *                           DIRECTOR                   DECEMBER 12, 1997
--------------------------------
RICHARD M. KRASNO

                                      II-5
*                           DIRECTOR                   DECEMBER 12, 1997
--------------------------------
PERCY A. PIERRE

       *                           DIRECTOR                   DECEMBER 12, 1997
--------------------------------
NEIL FLANZRAICH

*BY:/S/ RICHARD C. PFENNIGER, JR.
---------------------------------
        RICHARD C. PFENNIGER, JR.
        ATTORNEY-IN-FACT

                                      II-6
EXHIBIT INDEX

                                                                  
EXHIBIT                                                           
NUMBER        DESCRIPTION                                             
--------      -----------------------------------------------      

5.1           Opinion of Stearns Weaver Miller Weissler 
              Alhadeff & Sitterson, P.A.

23.1          Consent of Stearns Weaver Miller Weissler
              Alhadeff & Sitterson, P.A.

23.2          Consent of Ernst & Young, LLP

24.1          Power of Attorney of Phillip Frost, M.D.

24.2          Power of Attorney of Jack R. Borsting

24.3          Power of Attorney of Peter S. Knight

24.4          Power of Attorney of Lois F. Lipsett

24.5          Power of Attorney of Richard M. Krasno

24.6          Power of Attorney of Percy A. Pierre

24.7          Power of Attorney of Neil Flanzraich