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                                                          EXHIBIT 99(a)(1)(vi)

                         SYLVAN LEARNING SYSTEMS, INC.

                          Offer to Purchase for Cash
                       by Sylvan Learning Systems, Inc.
                  up to 9,500,000 Shares of its Common Stock
          (Including the Associated Preferred Stock Purchase Rights)
  at a Purchase Price not Greater than $17.50 nor Less than $15.25 Per Share

  The offer, proration period and withdrawal rights will expire at 12:00
Midnight, Eastern Time, on Monday, April 17, 2000, unless the offer is
extended.

To the Participants in Sylvan's 401(k) Retirement Savings Plan:

  Enclosed for your consideration are the Offer to Purchase dated March 21,
2000 and the related Letter of Transmittal in connection with the offer by
Sylvan Learning Systems, Inc., a Maryland corporation, to purchase shares of
its common stock, $0.01 par value per share. Sylvan is offering to purchase up
to 9,500,000 shares at a price not greater than $17.50 nor less than $15.25
per share, net to the seller in cash, without interest, as specified by
shareholders tendering their shares. As a participant in Sylvan's 401(k)
Retirement Savings Plan, you may tender shares that are held on your behalf in
the savings plan. If you wish to do so, you must direct the plan trustee, the
holder of record, to do so on your behalf by following the instructions in
this letter.

  If you do not wish to direct the sale of any portion of the shares in your
savings plan account, you do not need to take any action. If you would like to
direct the sale of some or all of the shares held on your behalf in your
savings plan account in response to this offer, detailed instructions on how
to tender those shares are set forth below.

  The Offer. Sylvan will select the lowest purchase price that will allow it
to buy 9,500,000 shares or, if a lesser number of shares are properly
tendered, all shares that are properly tendered and not withdrawn. Sylvan will
pay the same price for all shares purchased in the offer. All shares properly
tendered at prices at or below the purchase price and not properly withdrawn
will be purchased, subject to the conditions of the offer and the "odd lot"
priority, proration and conditional tender provisions described in the Offer
to Purchase. If more than the number of shares Sylvan seeks are properly
tendered, Sylvan will not purchase all of the shares tendered at or below the
purchase price because of proration. Shares tendered at prices in excess of
the purchase price that is determined by Sylvan and shares not purchased
because of proration or conditional tenders will be returned as promptly as
practicable following the expiration of the offer.

  Sylvan's offer is being made upon the terms and subject to the conditions
set forth in the Offer to Purchase and in the related Letter of Transmittal,
which, as amended or supplemented from time to time, together constitute the
offer. All shares tendered and purchased will include the associated preferred
stock purchase rights issued pursuant to the Amended and Restated Rights
Agreement dated as of December 18, 1999, between Sylvan and First Union
National Bank, as rights agent, and, unless the context otherwise requires,
all references to shares include the associated preferred stock purchase
rights.

  Sylvan reserves the right, in its sole discretion, to purchase more than
9,500,000 shares pursuant to the offer.

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  You must carefully follow the instructions below if you want to direct the
trustee to tender some or all of the shares held on your behalf in your
savings plan account. Failure to follow the instructions below properly may
make you ineligible to direct the trustee to tender the shares held in your
savings plan account in the offer. Putnam Fiduciary Trust Company, as trustee
of the savings plan, is the holder of record of the shares held in your
savings plan account. Pursuant to your instructions, Putnam Fiduciary Trust
Company will complete a Letter of Transmittal with respect to the shares held
on your behalf in your savings plan account. A tender of the shares held on
your behalf in your savings plan account can be made only by Putnam Fiduciary
Trust Company, as the trustee of the savings plan and the registered holder of
the shares.

  If you tender shares, the tender proceeds will be reinvested pro-rata in
accordance with your current investment directions for new elective deferral
contributions. However, if your current investment directions for new elective
deferral contributions provide that some or all of your contributions are to
be invested in Sylvan common stock, then that portion of the tender proceeds
will be invested in the Putnam Stable Value Fund. Once the tender proceeds
have been credited to your savings plan accounts, you may reallocate your
investments among the various investment funds under the savings plan in the
usual manner.

  Because the terms and conditions of the Letter of Transmittal will govern
the tender of the shares held in the savings plan, you should read the Letter
of Transmittal carefully. The Letter of Transmittal, however, is furnished to
you for your information only and cannot be used by you to tender shares that
are held on your behalf in your savings plan account. You should also read the
Offer to Purchase carefully before making any decision regarding the offer.

  The offer is being made solely pursuant to the Offer to Purchase and the
related Letter of Transmittal and is being made to all record holders of
shares of common stock of Sylvan. The offer is not being made to, nor will
tenders be accepted from or on behalf of, holders of shares of common stock of
Sylvan residing in any jurisdiction in which the making of the offer or
acceptance thereof would not be in compliance with the securities laws of that
jurisdiction.

  Tendering Shares. To instruct the trustee to tender any or all of the shares
held on your behalf in your savings plan account, you must complete the
enclosed Directions Form and return it to First Union National Bank in the
enclosed self-addressed envelope.

  Please note the following:

  1. We have been advised that if First Union National Bank has not received
your Directions Form at least three business days before the expiration of the
offer, the trustee will not tender any shares held on your behalf in the
savings plan. The offer, proration period and withdrawal rights will expire at
12:00 Midnight, Eastern time, on Monday, April 17, 2000, unless the offer is
extended. Consequently, your Directions Form must be received by First Union
National Bank no later than 12:00 Midnight, Eastern time on Wednesday, April
12, 2000.

  2. Shares held on your behalf in your savings plan account may be tendered
at prices not greater than $17.50 nor less than $15.25 per share.

  3. The savings plan is prohibited from selling shares to Sylvan for a price
that is less than the prevailing market price. Accordingly, if you elect to
tender shares at a price that is lower than the prevailing price of Sylvan's
common stock on the Nasdaq Stock Market at the expiration of the offer, the
tender price you elect will be deemed to have been increased to the closest
tender price that is not less than that closing price.


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  4. The offer is for up to 9,500,000 shares, constituting approximately 19%
of the shares outstanding as of March 20, 2000. The offer is not conditioned
on any minimum number of shares being tendered. The offer is, however, subject
to other conditions described in the Offer to Purchase.

  5. Sylvan's Board of Directors has approved the making of the offer.
However, neither Sylvan nor Sylvan's Board of Directors nor the Dealer
Managers is making any recommendation whether you should tender or refrain
from tendering your shares or at what purchase price you should choose to
tender your shares. You must make your own decision as to whether to tender
your shares and, if so, how many shares to tender and the price or prices at
which you will tender them.

  6. Your tender instructions will be held in strict confidence by the trustee
and First Union National Bank and will not be divulged or released to any
directors, officers or employees of Sylvan except as required by law.

  7. Tendering shareholders will not be obligated to pay any brokerage fees or
commissions or solicitation fees to the Dealer Managers, Depositary,
Information Agent or Sylvan or, except as described in the Letter of
Transmittal, stock transfer taxes on the transfer of shares pursuant to the
offer.

  8. As more fully described in the Offer to Purchase, tenders will be deemed
irrevocable unless timely withdrawn. If you instruct the trustee to tender the
shares held on your behalf in your savings plan account, and you subsequently
decide to change your instructions or withdraw your tender of shares, you may
do so by submitting a new Directions Form. However, the new Directions Form
will be effective only if it is received by First Union National Bank, at the
address on the back cover of the Offer to Purchase, on or before 12:00
Midnight, Eastern time on Wednesday, April 12, 2000, three business days
before the expiration of the offer. The offer is scheduled to expire at 12:00
Midnight, Eastern time, on Monday, April 17, 2000. Upon receipt of a timely
submitted, new Directions Form, your previous instructions to tender the
shares will be deemed canceled. If your new Directions Form directed the
trustee to withdraw from tender the shares held on your behalf in your savings
plan account, you may later re-tender those shares by submitting another
Directions Form so long as it is received by First Union National Bank on or
before three business days before the expiration of the offer. Additional
Directions Forms may be obtained by calling D.F. King & Co., Inc., the
Information Agent, at (800) 487-4870.

  Unless you direct the trustee on the enclosed Directions Form to tender the
shares held on your behalf in your savings plan account, no shares will be
tendered.

  If you have any questions about the offer or any of the other matters
discussed above, please call D.F. King & Co., Inc., the Information Agent, at
(800) 487-4870.

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                                DIRECTIONS FORM
                WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
                       BY SYLVAN LEARNING SYSTEMS, INC.
                  UP TO 9,500,000 SHARES OF ITS COMMON STOCK

  The undersigned acknowledges receipt of the accompanying letter and enclosed
Offer to Purchase, dated March 21, 2000, and the related Letter of Transmittal
and Letter to the Participants in Sylvan's 401(k) Retirement Savings Plan in
connection with the offer by Sylvan Learning Systems, Inc., a Maryland
corporation, to purchase up to 9,500,000 shares of its common stock, $0.01 par
value per share.

  These Instructions will instruct Putnam Fiduciary Trust Company, as trustee
of Sylvan's 401(k) Retirement Savings Plan and holder of record, to tender the
number of shares indicated below (or if no number is indicated below, all
shares) held by Putnam for the undersigned's 401(k) Retirement Savings Plan
account upon the terms and subject to the conditions set forth in the Offer to
Purchase.

NOTE:  Shares allocated to participant accounts for which Putnam does not
       receive directions will not be tendered.

Number of Shares Tendered: Shares
(Please indicate the number of Shares you wish Putnam to tender from your
401(k) Retirement Savings Plan account. If this space is left blank, Putnam
will tender all shares from your 401(k) Retirement Savings Plan account.)

Requested Tender Price Per Share: Per Share
(The requested price per share must be in increments of $0.125, starting at
$15.25 per share up to and including $17.50 per share.)

                                Dated ___________________________________, 2000

                                _______________________________________________
                                                  (Signature)

                                Print  Name: __________________________________

                                Print Social Security Number: _________________

                                Address: ______________________________________

                                       ________________________________________

                                       ________________________________________

                                Daytime Telephone Number
                                        with Area Code: _______________________

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