SYLVAN LEARNING SYSTEMS, INC.

                                                                 August 10, 2000

To Our Shareholders:

   We invite you to tender your shares of our common stock for purchase by
Sylvan. We are offering to purchase up to 6,000,000 shares at a price not
greater than $15.00 nor less than $13.50 per share, net to the seller in cash,
without interest, as specified by shareholders tendering their shares.

   We will select the lowest purchase price that will allow us to buy 6,000,000
shares or, if a lesser number of shares are properly tendered, all shares that
are properly tendered and not properly withdrawn. All shares acquired in the
offer will be acquired at the same purchase price.

   Our offer is being made upon the terms and subject to the conditions set
forth in the enclosed Offer to Purchase and related Letter of Transmittal. I
encourage you to read these materials carefully before making any decision with
respect to the offer. The offer will expire at 12:00 Midnight, Eastern time, on
Thursday, September 7, 2000, unless we extend it.

   Our recently announced new business strategy emphasizes both growing our
core educational services operating businesses and the significant value-
creation potential of Sylvan Ventures, our internet incubator company. We
believe this new strategy provides shareholders a unique investment opportunity
and will enable us to maximize shareholder value. We are making the offer to
buy back our shares because we believe that our shares continue to be
undervalued in the public market and that the offer is consistent with our
long-term corporate goal of increasing shareholder value. We believe that the
offer is a prudent use of our financial resources, given our assets and current
market price of our common stock, as well as our recently announced business
strategy. We also believe that investing in our own shares is an attractive use
of capital and an efficient means to provide value to our shareholders.

   Our Board has approved the offer. However, neither we nor our Board of
Directors nor the Dealer Manager makes any recommendation to shareholders as to
whether to tender or refrain from tendering their shares or as to the purchase
price at which shareholders should tender their shares, and none of them have
authorized any person to make any recommendation. Shareholders are urged to
evaluate carefully all information in the offer, consult with their own
investment and tax advisors and make their own decision whether to tender and,
if so, how many shares to tender and the price or prices at which to tender
them. We have been advised that none of our directors or executive officers
intends to tender any of their shares pursuant to the offer.

   We have included a summary of the terms of the offer in the Offer to
Purchase. Please read the Offer to Purchase and Letter of Transmittal for more
information about the offer.

   If you do not wish to participate in this offer, you do not need to take any
action. If you do wish to tender your shares, the instructions on how to tender
shares are explained in detail in the enclosed materials.

   If you have any questions regarding the offer or need assistance in
tendering your shares, please contact D.F. King & Co., Inc., the Information
Agent for the offer, at (800) 207-2014 (toll-free) or Credit Suisse First
Boston, the Dealer Manager for the offer, at (800) 881-8320.

                                          Sincerely,

                                          Sylvan Learning Systems, Inc.

                                          Douglas L. Becker
                                          Chairman and Chief Executive Officer