AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 1998
                           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)

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

                     RICHARD C. PFENNIGER, JR. STOCK OPTION
                     --------------------------------------
                            (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     185,000 SHARES    $5.25              $971,250              $270.00
===========================    ==============    ==============     ==================    ===============
<FN>
(1)      Estimated solely for purpose of calculating the registration fee on the basis of the price at which the options
         to purchase the Common Stock of Whitman Education Group, Inc. may be exercised.

</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, 1998, filed with the SEC on June 29, 1998.

         (2) The  Registrant's  quarterly  report on Form  10-Q for the  quarter
ended June 30, 1998, filed with the SEC on August 14, 1998.

         (3) The  Registrant's  quarterly report on  Form 10-Q  for the quareter
ended September 30, 1998, filed with the SEC on November 13, 1998.

         (4) 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

                                      II-1

<PAGE>



corporation  against liability incurred in connection with such proceeding if he
acted in 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.
         (included as part of Exhibit 5.1 above).

  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

  24.8   Power of Attorney of A. Marvin Strait

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

                                      II-3

<PAGE>



                           Section 13 or Section  15(d) of the Exchange Act that
                           are  incorporated  by reference  in the  Registration
                           Statement.

                  (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 16th day of November,
1998.

                                    WHITMAN EDUCATION GROUP, INC.


                                    By: /s/ Richard C. Pfenniger, Jr.
                                       ----------------------------------------
                                        Richard C. Pfenniger
                                        Chief Executive Officer and
                                        Vice Chairman of the Board of Directors


         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 and    November 16, 1998
-----------------------------   Vice Chairman of the Board of
Richard C. Pfenniger, Jr.       of Directors

Principal Financial and Accounting Officer:

/s/ Fernando L. Fernandez       VP-Finance and                 November 16, 1998
-----------------------------   Chief Financial Officer
Fernando L. Fernandez

Directors:

       *                        Chairman of the Board          November 16, 1998
-----------------------------
Phillip Frost, M.D.

/s/ Richard C. Pfenniger, Jr.   Director                       November 16, 1998
-----------------------------
Richard C. Pfenniger, Jr.

       *                        Director                       November 16, 1998
-----------------------------
Jack R. Borsting

       *                        Director                       November 16, 1998
-----------------------------
Peter S. Knight

       *                        Director                       November 16, 1998
-----------------------------
Lois F. Lipsett

       *                        Director                       November 16, 1998
------------------------------
Richard M. Krasno


                                      II-5

<PAGE>



       *                        Director                       November 16, 1998
------------------------------
Percy A. Pierre

       *                        Director                       November 16, 1998
------------------------------
Neil Flanzraich

       *                        Director                       November 16, 1998
------------------------------
A. Marvin Strait


*By:/s/ Richard C. Pfenniger, Jr.
---------------------------------
         Richard C. Pfenniger, Jr.,
         Attorney-in-Fact


                                      II-6

<PAGE>


                                  EXHIBIT INDEX


EXHIBIT   DESCRIPTION
-------   -----------

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

23.1      Consent of Stearns Weaver Miller Alhadeff & Sitterson, P.A.
          (included as part of Exhibit 5.1 above)

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

24.8      Power of Attorney of A. Marvin Strait
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 21706}]
{"company-data": {"conformed-name": "WHITMAN EDUCATION GROUP INC", "cik": "0000352183", "assigned-sic": "8200", "irs-number": "222246554", "state-of-incorporation": "FL", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67473", "film-number": "98754694"}, "business-address": {"street1": "4400 BISCAYNE BLVD", "street2": "6TH FLOOR", "city": "MIAMI", "state": "FL", "zip": "33137", "phone": "3055756510"}, "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 NOVEMBER 16, 1998
                           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)

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

                     RICHARD C. PFENNIGER, JR. STOCK OPTION
                     --------------------------------------
                            (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     185,000 SHARES    $5.25              $971,250              $270.00
===========================    ==============    ==============     ==================    ===============
(1)      Estimated solely for purpose of calculating the registration fee on the basis of the price at which the options
         to purchase the Common Stock of Whitman Education Group, Inc. may be exercised.
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, 1998, filed with the SEC on June 29, 1998.

         (2) The  Registrant's  quarterly  report on Form  10-Q for the  quarter
ended June 30, 1998, filed with the SEC on August 14, 1998.

         (3) The  Registrant's  quarterly report on  Form 10-Q  for the quareter
ended September 30, 1998, filed with the SEC on November 13, 1998.

         (4) 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

                                      II-1
corporation  against liability incurred in connection with such proceeding if he
acted in 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.
         (included as part of Exhibit 5.1 above).

  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

  24.8   Power of Attorney of A. Marvin Strait

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

                                      II-3
Section 13 or Section  15(d) of the Exchange Act that
                           are  incorporated  by reference  in the  Registration
                           Statement.

                  (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 16th day of November,
1998.

                                    WHITMAN EDUCATION GROUP, INC.

                                    By: /s/ Richard C. Pfenniger, Jr.
                                       ----------------------------------------
                                        Richard C. Pfenniger
                                        Chief Executive Officer and
                                        Vice Chairman of the Board of Directors

         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 and    November 16, 1998
-----------------------------   Vice Chairman of the Board of
Richard C. Pfenniger, Jr.       of Directors

Principal Financial and Accounting Officer:

/s/ Fernando L. Fernandez       VP-Finance and                 November 16, 1998
-----------------------------   Chief Financial Officer
Fernando L. Fernandez

Directors:

       *                        Chairman of the Board          November 16, 1998
-----------------------------
Phillip Frost, M.D.

/s/ Richard C. Pfenniger, Jr.   Director                       November 16, 1998
-----------------------------
Richard C. Pfenniger, Jr.

       *                        Director                       November 16, 1998
-----------------------------
Jack R. Borsting

       *                        Director                       November 16, 1998
-----------------------------
Peter S. Knight

       *                        Director                       November 16, 1998
-----------------------------
Lois F. Lipsett

       *                        Director                       November 16, 1998
------------------------------
Richard M. Krasno

                                      II-5
*                        Director                       November 16, 1998
------------------------------
Percy A. Pierre

       *                        Director                       November 16, 1998
------------------------------
Neil Flanzraich

       *                        Director                       November 16, 1998
------------------------------
A. Marvin Strait

*By:/s/ Richard C. Pfenniger, Jr.
---------------------------------
         Richard C. Pfenniger, Jr.,
         Attorney-in-Fact

                                      II-6
EXHIBIT INDEX

EXHIBIT   DESCRIPTION
-------   -----------

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

23.1      Consent of Stearns Weaver Miller Alhadeff & Sitterson, P.A.
          (included as part of Exhibit 5.1 above)

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

24.8      Power of Attorney of A. Marvin Strait