<SUBMISSION>
<ACCESSION-NUMBER>0000950169-00-001174
<TYPE>SC TO-I/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20000914
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>SYLVAN LEARNING SYSTEMS INC
<CIK>0000912766
<ASSIGNED-SIC>8200
<IRS-NUMBER>521492296
<STATE-OF-INCORPORATION>MD
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-I/A
<ACT>34
<FILE-NUMBER>005-42825
<FILM-NUMBER>723017
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1000 LANCASTER ST
<CITY>BALTIMORE
<STATE>MD
<ZIP>21202
<PHONE>4108438000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1000 LANCASTER ST
<CITY>BALTIMORE
<STATE>MD
<ZIP>21202
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>SYLVAN LEARNING SYSTEMS INC
<CIK>0000912766
<ASSIGNED-SIC>8200
<IRS-NUMBER>521492296
<STATE-OF-INCORPORATION>MD
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-I/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1000 LANCASTER ST
<CITY>BALTIMORE
<STATE>MD
<ZIP>21202
<PHONE>4108438000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1000 LANCASTER ST
<CITY>BALTIMORE
<STATE>MD
<ZIP>21202
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC TO-I/A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>SYLVAN LEARNING SYSTEMS
<TEXT>

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE TO/A

                                 (Rule 14-100)

       TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                               (Amendment No. 2)

                         Sylvan Learning Systems, Inc.
         (Name of Subject Company (issuer) and Filing Person (offeror))

                         Common Stock, $0.01 par value
                         (Title of Class of Securities)

                                   871399101
                     (CUSIP Number of Class of Securities)

                               Douglas L. Becker
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                         SYLVAN LEARNING SYSTEMS, INC.
                             1000 LANCASTER STREET
                           BALTIMORE, MARYLAND 21202
                                 (410) 843-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
               Communications on Behalf of the Filing Person(s))

                                    COPY TO:
                            Richard C. Tilghman, Jr.
                       PIPER MARBURY RUDNICK & WOLFE LLP
                               6225 SMITH AVENUE
                         BALTIMORE, MARYLAND 21209-3600
                                 (410) 580-3000

                           CALCULATION OF FILING FEE

         Transaction Valuation*              Amount of Filing Fee**
              $90,000,000                         $18,000.00

*   For the purpose of calculating the filing fee only, this amount is based on
    the purchase of 6,000,000 shares of common stock at the maximum tender offer
    price of $15.00 per share.

**  Previously paid.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
    and identify the filing with which the offsetting fee was previously paid.
    Identify the previous filing by registration statement number, or the form
    or schedule and the date of its filing.

    Amount Previously Paid:   $18,000.00   Filing party: Sylvan Learning Systems
    Form or Registration No.: Schedule TO  Date Filed:   August 10, 2000

[ ] Check box if filing relates solely to preliminary communications made before
    the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

<TABLE>
<S>                                                      <C>
[ ] third-party tender offer subject to Rule 14d-1       [ ] going private transaction subject to Rule 13e-3
[x] issuer tender offer subject to Rule 13e-4            [ ] amendment to Schedule 13D under Rule 13d-2
</TABLE>

Check the following box if the filing is a final amendment reporting the results
of the tender offer [ ]
<PAGE>

     This Amendment No. 2 to the Tender Offer Statement on Schedule TO relates
to the offer by Sylvan Learning Systems, Inc., a Maryland corporation, to
purchase shares of its common stock, $0.01 par value per share. Sylvan offered
to purchase up to 6,000,000 shares, or such lesser number of shares as were
properly tendered and not properly withdrawn, at a price not in excess of $15.00
nor less than $13.50 per share, net to the seller in cash, without interest.
Sylvan's offer was made upon the terms and subject to the conditions set forth
in the Offer to Purchase dated August 10, 2000 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 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.
This Amendment No. 1 to the Tender Offer Statement on Schedule TO is intended to
satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities
Exchange Act of 1934, as amended.  Copies of the Offer to Purchase and the
related Letter of Transmittal were previously filed with the Schedule TO as
Exhibits (a)(1)(i) and (a)(1)(ii), respectively.

     Pursuant to a press release and Amendment No. 1 to this Schedule TO, both
dated September 7, 2000, Sylvan Learning Systems extended the expiration of its
self-tender offer from midnight on September 7, 2000 to midnight on September
13, 2000.

     The information in the Offer to Purchase and the related Letter of
Transmittal is incorporated in this Amendment No. 2 to the Schedule TO by
reference to all of the applicable items in the Schedule TO, except that such
information is hereby amended and supplemented to the extent specifically
provided herein.

Item 11.  ADDITIONAL INFORMATION

     On September 14, 2000, Sylvan Learning Systems, Inc. issued a press release
relating to the announcement of the preliminary results of its self tender
offer, which expired on September  13, 2000. This press release is included
herein as Exhibit (a)(5)(vii) and incorporated herein by reference.

Item 12.  EXHIBITS

     (a)(5)(vii) Press Release dated September 14, 2000.
<PAGE>

                                   SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


Dated: September 14, 2000           SYLVAN LEARNING SYSTEMS, INC.


                                    By: /s/ Robert W. Zentz
                                        ----------------------
                                        Name:  Robert W. Zentz
                                        Title: Vice President and Secretary
<PAGE>

                                 EXHIBIT INDEX

EXHIBIT NUMBER      DESCRIPTION

 (a)(1)(i)          Offer to Purchase.*

 (a)(1)(ii)         Letter of Transmittal.*

 (a)(1)(iii)        Notice of Guaranteed Delivery.*

 (a)(1)(iv)         Letter to participants in Sylvan's 401(k) Retirement Savings
                    Plan from Douglas L. Becker, Chairman and Chief Executive
                    Officer of Sylvan, dated August 10, 2000.*

 (a)(1)(v)          Letter to Brokers, Dealers, Commercial Banks, Trust
                    Companies and Other Nominees.*

 (a)(1)(vi)         Letter to Participants in Sylvan's 401(k) Retirement Savings
                    Plan.*

 (a)(1)(vii)        Letter to Participants in Sylvan's Employee Stock Purchase
                    Plan.*

 (a)(2)             Not applicable.

 (a)(3)             Not applicable.

 (a)(4)             Not applicable.

 (a)(5)(i)          Letter to Clients for use by Brokers, Dealers, Commercial
                    Banks, Trust Companies and Other Nominees.*

 (a)(5)(ii)         Guidelines for Certification of Taxpayer Identification
                    Number on Substitute Form W-9.*

 (a)(5)(iii)        Summary Advertisement dated August 11, 2000.*

 (a)(5)(iv)         Press Release dated August 10, 2000.*

 (a)(5)(v)          Letter to shareholders from Douglas L. Becker, Chairman and
                    Chief Executive Officer of Sylvan, dated August 10, 2000.*

 (a)(5)(vi)         Press Release dated September 7, 2000.**

 (a)(5)(vii)        Press Release dated September 14, 2000.

 (b)                Not applicable.

 (d)                Not applicable.

 (g)                Not applicable.

 (h)                Not applicable.

--------------
*  Previously filed on Schedule TO

** Previously filed on Amendment No. 1 Schedule TO
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A.5.VII
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>IMMEDIATE RELEASE
<TEXT>

<PAGE>

                                                            Exhibit (a)(5)(vii)


For Immediate Release


Sylvan Contacts:
Sean Creamer
VP Corporate Finance
(410) 843-8991
Chris Symanoskie
Investor Relations Manager
(410) 843-6394


              SYLVAN LEARNING SYSTEMS, INC. ANNOUNCES PRELIMINARY
                         RESULTS OF SELF-TENDER OFFER

     BALTIMORE,  September 14, 2000 - Sylvan Learning Systems, Inc. (NASDAQ:
SLVN) today announced the preliminary results of its self tender offer, which
expired on September 13, 2000. Based on a preliminary count by the depositary
for the tender offer, 4,552,042 shares of common stock (including 1,891,846
shares tendered through notice of guaranteed delivery), representing
approximately 10.9% of the company's outstanding shares, were properly tendered
and not withdrawn at prices at or below $15.00 per share.  Pursuant to
applicable securities laws, Sylvan expects to purchase all of the shares
tendered for $15.00 per share. The number of shares expected to be purchased is
preliminary and subject to verification by the depositary. The actual number of
shares to be purchased will be announced promptly following completion of the
verification process. Sylvan will pay for all shares purchased promptly
following that time.

     Sylvan commenced the tender offer on August 10, 2000, when it offered to
purchase up to 6,000,000 shares of its common stock at a price between $13.50
and $15.00 per share net to the seller in cash, without interest. As of
September 13, 2000, Sylvan had 41,933,326 shares issued and outstanding. As a
result of the completion of the tender offer, Sylvan expects to have
approximately 37.4 million shares issued and outstanding as of the time
immediately following payment for the tendered shares.

     The Dealer Manager for the tender offer was Credit Suisse First Boston and
the information agent was D.F. King & Co., Inc.

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 Education Solutions 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. Sylvan Ventures, Sylvan's new e-learning investment
vehicle, focuses on bringing emerging Internet technology solutions to the
education and training marketplace. Through its affiliate, Caliber Learning
Network, Inc. (NASDAQ: CLBR - news), Sylvan also has the ability to distribute
                       ----   ----
world-class adult professional education and training programs.
</TEXT>
</DOCUMENT>
</SUBMISSION>
