EXHIBIT 4.1

                          AMENDMENT TO RIGHTS AGREEMENT

         This Amendment is dated as of March 30, 2001, to be effective as of
April 2, 2001, to the Amended and Restated Rights Agreement dated as of December
18, 1999 (the "Rights Agreement"), between Sylvan Learning Systems, Inc., a
Maryland corporation (the "Company"), and First Union National Bank (the "Rights
Agent").

         WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend any provision of
the Rights Agreement in accordance with such Section 26; and

         WHEREAS, all acts and things necessary to make this Amendment a valid
agreement enforceable according to its terms, have been done and performed, and
the execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties hereto agree as follows:

         1. The Rights Agreement is hereby amended by deleting Section 35
thereof (relating to "future directors") in its entirety and deleting the
reference thereto in the table of contents.

         2. Exhibit B to the Rights Agreement is hereby amended by  deleting the
last two sentences (relating to "future directors") in the tenth paragraph
thereof.

         3. The Rights Agreement is hereby ratified and confirmed by the
parties, as amended hereby, and remains in full force and effect in accordance
with its terms.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Rights Agreement to be duly executed and attested, all as of the date first
above written.

ATTEST:                                     SYLVAN LEARNING SYSTEMS, INC.

By: /s/ SUSANNAH BENNETT                    By: /s/ ROBERT W. ZENTZ
   --------------------------------             -------------------------------
Name: Susannah Bennett                      Name: Robert W. Zentz
Title: Assistant Secretary                  Title: Senior Vice President

ATTEST:                                     FIRST UNION NATIONAL BANK

By:  /s/ SHERRIE A. GARRETT                 By:  /s/ MYRON O. GRAY
   --------------------------------            -------------------------------
Name: Sherrie A. Garrett                    Name: Myron O. Gray
Title: Assistant Secretary                  Title: Vice President