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<DESCRIPTION>SYLVAN LEARNING SYSTEMS, INC.
<TEXT>

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                            _______________________

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported):  September 7, 2000

                         Sylvan Learning Systems, Inc.
               (Exact Name of Registrant as Specified in Charter)

<TABLE>
<S>                                                 <C>                           <C>
                   Maryland                                  0-22844                         52-1492296
(State or Other Jurisdiction of Incorporation)      (Commission File Number)      (IRS Employer Identification No.)
</TABLE>

               1000 Lancaster Street, Baltimore, Maryland        21202
                (Address of Principal Executive Offices)      (ZIP Code)


       Registrant's telephone number, including area code (410) 843-8000
<PAGE>

Item 5.  Other Events.

     (a) On September 7, 2000, Sylvan Ventures, a subsidiary of Sylvan Learning
Systems, Inc., Houghton Mifflin Company and Inception Capital announced the
formation of Classwell Learning Group, an online education company to provide
pre-K-12 teachers with new teaching and learning resources to meet their
individual classroom needs and those of their students.

         The foregoing description of the formation of Classwell Learning Group
does not purport to be complete.  A press release issued by Sylvan Learning
Systems, Houghton Mifflin and Inception Capital on September 7, 2000 announcing
the formation of Classwell is attached as an exhibit hereto.

     (b) On September 8, 2000, Sylvan Learning Systems, Inc. announced it had
signed a definitive agreement to sell Aspect, Sylvan's English language
instruction subsidiary.  Aspect is being purchased for $22 million in cash by a
management group backed by Warburg Pincus, a private equity investment firm.

         The foregoing description of the sale of Aspect does not purport to be
complete.  A press release issued by Sylvan on September 8, 2000 announcing the
sale is attached as an exhibit hereto.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

          (a) and (b)    Not Applicable

          (c)  Exhibits.  The following exhibits are filed with this report:
               --------

          99.1  Press Release, dated September 7, 2000, of Sylvan Learning
                Systems, Inc., Houghton Mifflin Company and Inception Capital.

          99.2  Press Release, dated September 8, 2000, of Sylvan Learning
                Systems, Inc.



                         [Signature on following page.]

                                      -1-
<PAGE>

                                   SIGNATURES
                                   ----------

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

                                             SYLVAN LEARNING SYSTEMS, INC.

                                             /s/   B. Lee McGee
                                             --------------------------------
                                             Name:   B. Lee McGee
                                             Title:  Executive Vice President

Date:  September 11, 2000

                                      -2-
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

<TABLE>
<CAPTION>
Exhibit                             Description                                        Page No.
-------                             -----------                                        --------
<S>               <C>                                                                 <C>
99.1              Press Release, dated September 7, 2000, of Sylvan Learning
                  Systems, Inc., Houghton Mifflin Company and Inception Capital.

99.2              Press Release, dated September 8, 2000, of Sylvan Learning
                  Systems, Inc.
</TABLE>

                                      -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>PRESS RELEASE DATED SEPTEMBER 7, 2000
<TEXT>

<PAGE>

                                                                    Exhibit 99.1


Contacts:

Houghton Mifflin Company            Classwell Learning Group

Media Contact:                      Media Contact:
Margaret Sherry                     GPC/O'Neill
617-351-5113                        Ann Murphy
Investor Contact:                   617-646-1031
Susan E. Hardy
617-351-5114                        Sylvan Ventures
                                    Media Contact:
                                    Miller Consulting Group
                                    Joya Subudhi
                                    617-262-1800 ext. 226
                                    Investor Contact:
                                    Sean Creamer
                                    410-843-8991

                   HOUGHTON MIFFLIN COMPANY, SYLVAN VENTURES
             AND INCEPTION CAPITAL ANNOUNCE $30 MILLION INVESTMENT
                 FOR THE FORMATION OF CLASSWELL LEARNING GROUP

              --A one-stop online resource for pre-K-12 teachers--

BOSTON, MA (September 7, 2000) -- Houghton Mifflin Company (NYSE: HTN), Sylvan
Ventures, a subsidiary of Sylvan Learning Systems, Inc. (NASDAQ: SLVN), and
Inception Capital today announced the formation of Classwell Learning Group, a
groundbreaking online education company to provide pre-K-12 teachers with new
teaching and learning resources to meet their individual classroom needs and
those of their students.

For educators, Classwell will seamlessly integrate the three key elements of
standards-based education --- assessment, instruction and teacher training ---
providing tools, content and services all at one site.

Houghton Mifflin is a leading publisher of textbooks, instructional technology,
assessments and other educational materials for elementary and secondary schools
and colleges.  Sylvan Ventures develops and invests in educational technology
companies.  Houghton Mifflin and Sylvan combine the strength of their brands,
premium content and proven educational services in forming Classwell.  Together
with Inception Capital, which specializes in e-commerce and Internet
infrastructure businesses, they are providing $30.4 million in funding for the
new venture.

"Houghton Mifflin and Sylvan are names teachers know and trust," said Nader F.
Darehshori, Chairman, President and Chief Executive Officer of Houghton Mifflin
Company.  "As the sponsors of Classwell, we plan to create a service for
teachers that is easy to use, directly supports their core curriculum and saves
them time."

                                     -more-

                                      -1-
<PAGE>

                                                          Classwell 2 of 3 Pages
                                                               September 7, 2000

"Classwell fits with Houghton Mifflin's long-standing growth strategy of
actively pursuing partnerships that extend our brands beyond traditional
channels and bring us new expertise.  Classwell will give us a further outlet
for our proven instructional materials as well as complement core businesses,"
said Darehshori.

Classwell will benefit from Houghton Mifflin's content resources and expertise
in developing curriculum.  Houghton Mifflin will license educational content to
Classwell to adapt and distribute online.  Classwell will also draw on Sylvan's
properties and services to provide professional development for teachers,
program training and implementation, online management systems for attendance
and grade reporting, and a messaging link among teachers, students and parents.

Sylvan Ventures and Inception Capital will invest $15.9 million and $7.5 million
for fully diluted ownership stakes in the company of 32% and 16% respectively.
Houghton Mifflin will invest $7 million in cash and $8.8 million of assets for
ownership of 32%.

"The launch of Classwell Learning Group marks an important initiative between
recognized, industry leaders in the content, educational services and capital
investment arenas.  Focused squarely on supporting pre-K-12 teachers, Classwell
will be the first company to fully integrate digital content and technology for
schools in one site," said Chris Hoehn-Saric, Chairman and Chief Executive
Officer of Sylvan Ventures.  "Classwell is a platform investment for Sylvan
Ventures in the pre-K-12 space, with tremendous synergies for current as well as
future Sylvan Ventures' and Sylvan Learning Systems' operating companies."

Classwell, unlike its competitors, will draw from other educational content and
services partners to provide teachers access to the brands they have come to
know and trust.

"Classwell will change teachers' lives.  Every day teachers are asked to assume
more responsibility for the success of their students while at the same time
meet the student's individual needs. Yet they haven't been given the tools to do
it," said David Cappellucci, President and CEO of Classwell Learning Group.
"When you save teachers time, they have more time to spend with students
individually.  When you give teachers the right tools, they can provide
individualized instruction to students.  Classwell gives teachers the time and
the tools."

Cappellucci, formerly with Houghton Mifflin, will lead a management team with
extensive educational publishing and technology experience.  Cappellucci has
nearly 20 years of management, finance, strategy and new business development
experience in the education industry.

"Inception's mission is specifically to work at the intersection of the new
economy and strong established businesses," said Leo Hermacinski, Co-Founder of
Inception Capital.  "I can think of no better example of the power of working in
this space than Classwell and its partners.  We look forward to helping David
and his team realize all the success available to them."

Additional partnerships will be formally announced this fall.  Classwell's
services will be available at www.classwell.com in January 2001.
                              -----------------

                                     -more-

                                      -2-
<PAGE>

                                                          Classwell 3 of 3 Pages
                                                               September 7, 2000


Partners Background

Houghton Mifflin Company


Houghton Mifflin is a leading publisher of textbooks, instructional technology,
assessments and other educational materials for elementary and secondary schools
and colleges.  The Company also publishes an extensive line of reference works
and fiction and non-fiction for adults and young readers.  The Company's
Internet site can be found at www.hmco.com.
                              ------------

Sylvan Ventures


Founded in February 2000, Sylvan Ventures develops and invests in educational
technology companies, providing them with access to the brands, content and
resources of its parent company Sylvan Learning Systems, Inc. (NASDAQ: SLVN),
one of the world's leading providers of educational services to families,
schools and industry with over 2,000 tutoring, training and learning centers
around the world.  For more information, visit www.sylvanventures.com.
                                               ----------------------

Sylvan Learning Systems, Inc.

     Sylvan Learning Systems, Inc. (www.sylvan.net) is the leading provider of
                                    --------------
educational services to families, schools and industry.  The Sylvan Learning
Centers and Contract Education Services divisions provide personalized
instruction services to K-12 students through direct consumer relationships and
under contract to school systems.  Sylvan provides courses to adult students
throughout the world in the areas of English language, teacher training and
accredited university offerings through the Wall Street Institute/ASPECT, Canter
and Sylvan International Universities subsidiaries.  Through its affiliate,
Caliber Learning Network, Inc., Sylvan also has the ability to distribute world-
class adult professional education and training programs.

Inception Capital

     Inception Capital (www.inceptioncapital.com) was jointly founded by BV
                        ------------------------
Group, CEA Worldwide, The Parthenon Group and Parthenon Capital.  The Boston-
based financial group specializes in e-commerce and Internet infrastructure
businesses.

                                      -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>PRESS RELEASE DATED SEPTEMBER 8, 2000
<TEXT>

<PAGE>

                                                                    Exhibit 99.2

For Immediate Release

Sylvan Contacts:
Sean Creamer
Vice President Corporate Finance
410-843-8991

Chris Symanoskie
Investor Relations Manager
410-843-6394


SYLVAN LEARNING SYSTEMS ANNOUNCES SALE OF ASPECT


BALTIMORE, MD, September 8, 2000-- Sylvan Learning Systems (NASDAQ: SLVN), a
leading provider of educational services, today announced that it has signed a
definitive agreement to sell Aspect, Sylvan's English language instruction
subsidiary.

Aspect is being purchased for $22 million in cash by a management group backed
by Warburg Pincus.  Warburg Pincus  is a major global private equity investment
firm that has invested more than $10 billion in over 300 diverse companies since
1971. The firm manages approximately $10 billion in assets invested in 24
countries with a further $4 billion available for investment.  Based in New
York, the firm also has offices in London, Munich, Hong Kong, Tokyo, Singapore,
and Sao Paulo.

The transaction is expected to close within the next 30 days, subject to certain
regulatory approvals.

About Sylvan Learning Systems:

Sylvan Learning Systems, Inc. (www.sylvan.net) is the leading provider of
educational services to families, schools and industry. The Sylvan Learning
Centers and Educational Solutions divisions provide personalized instruction
services to K-12 students through direct consumer relationships and under
contract to school systems. Sylvan provides courses to adult students throughout
the world in the areas of English language, Teacher Training and accredited
University offerings through the Wall Street Institute, Canter and Sylvan
International Universities subsidiaries. Sylvan Ventures, Sylvan's new e-
learning investment vehicle, focuses on brining emerging Internet technology
solutions to the education and training marketplace.  Through its affiliate,
Caliber Learning Network, Inc. (NASDAQ:CLBR), Sylvan also has the ability to
distribute world-class adult professional education and training programs.

                                      -1-
<PAGE>

     This release may include information that could constitute forward-looking
statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. Any such forward-looking statements may involve
risk and uncertainties that could cause actual results to differ materially from
any future results encompassed within the forward-looking statements. Factors
that could cause or contribute to such differences include those matters
disclosed in the Company's Security and Exchange Commission filings.
                                    # # # #

                                      -2-
</TEXT>
</DOCUMENT>
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