SC TO-I/A

                       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**
             $166,250,000                                 $33,250.00

*  For the purpose of calculating the filing fee only, this amount is based on
   the purchase of 9,500,000 shares of common stock at the maximum tender offer
   price of $17.50 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:    $33,250.00      Filing party:  Sylvan Learning Systems
    Form or Registration No.:  Schedule TO     Date Filed:    March 21, 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:


                                                   
[ ] 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


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


     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 7,500,000 shares, or such lesser number of shares as are
properly tendered and not withdrawn, at a price not in excess of $17.50 nor less
than $15.25 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 March 21, 2000 and in the related Letter of Transmittal,
which, as amended on April 18, 2000, 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. 2 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.

     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 May 2, 2000, Sylvan Learning Systems, Inc. issued two press releases
relating to the announcement of the preliminary results of its self tender
offer, which expired on May 1, 2000. These press releases are included herein as
Exhibits (a)(5)(vii) and (a)(5)(viii) and incorporated herein by reference.

Item 12.    EXHIBITS

     (a)(5)(vii) Press Release dated May 2, 2000.

     (a)(5)(viii) Press Release dated May 2, 2000.


                                   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: May 2, 2000                      SYLVAN LEARNING SYSTEMS, INC.

                                        By: /s/ B. Lee McGee
                                            -----------------------------------
                                            Name:  B. Lee McGee
                                            Title: Executive Vice President
                                                   and Chief Financial Officer


                                 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
                    March 21, 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 March 21, 2000.*

  (a)(5)(iv)        Press Release dated March 21, 2000.*

  (a)(5)(v)         Letter to shareholders from Douglas L. Becker, Chairman and Chief
                    Executive Officer of Sylvan, dated March 21, 2000.*

  (a)(5)(vi)        Press Release dated April 18, 2000.**

  (a)(5)(vii)       Press Release dated May 2, 2000.

  (a)(5)(viii)      Press Release dated May 2, 2000.

  (b)               Not applicable.

  (d)               Not applicable.

  (g)               Not applicable.

  (h)               Not applicable.

__________________
*Previously filed on Schedule TO
**Previously filed on Amendment No. 1 to Schedule TO

EX-99

                                                              Exhibit 99.a.5.vii

FOR IMMEDIATE RELEASE

Sylvan Contact:
Lee McGee
Chief Financial Officer
410-843-8704
Linda Palarino
410-843-8094

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

     BALTIMORE,  May 2, 2000 - Sylvan Learning Systems, Inc. (NASDAQ:  SLVN)
today announced the preliminary results of its self tender offer, which expired
on May 1, 2000. Based on a preliminary count by the depositary for the tender
offer, 14,739,942 shares of common stock (including 3,939,692 shares tendered
through notice of guaranteed delivery), representing approximately 29.27% of the
company's outstanding shares, were properly tendered and not withdrawn at prices
at or below $17.50 per share. Sylvan has elected to exercise its option to
purchase an additional two percent of the outstanding shares (1,007,208) in the
tender. Pursuant to applicable securities laws, Sylvan expects to purchase
approximately 8,507,208 shares at a purchase price of $15.25 per share. Both
the number of shares expected to be purchased and the price per share are
preliminary and are subject to verification by the depositary. The actual number
of shares to be purchased and the actual price per share 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 March 21, 2000, when it offered to
purchase up to 9,500,000 shares of its common stock at a price between $15.25
and $17.50 per share net to the seller in cash, without interest. Sylvan
subsequently amended its offer to extend the offer period and to change the
number of shares being purchased to 7,500,000 shares.  As of May 1, 2000, Sylvan
had 50,360,397 shares issued and outstanding. As a result of the completion of
the tender offer, Sylvan expects to have approximately 41.9 million shares
issued and outstanding as of the time immediately following payment for the
tendered shares.

     The Dealer Manager for the tender offer was Goldman, Sachs & Co. 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), Sylvan also has the ability to distribute world-
class adult professional education and training programs.

EX-99

                                                             Exhibit 99.a.5.viii

FOR IMMEDIATE RELEASE

Sylvan Contact:
Lee McGee
Chief Financial Officer
410-843-8704
Linda Palarino
410-843-8094

              SYLVAN LEARNING SYSTEMS, INC. ANNOUNCES PRELIMINARY
                     PRORATION FACTOR FOR SELF-TENDER OFFER

     BALTIMORE, May 2, 2000 - Earlier today, Sylvan Learning Systems, Inc.
(NASDAQ: SLVN) announced the preliminary results of its self tender offer, which
expired on May 1, 2000. Based on a preliminary count by the depositary for the
tender offer, approximately 14,739,942 shares of common stock were properly
tendered and not withdrawn at prices at or below $17.50 per share. Sylvan
expects to purchase approximately 8,507,208 shares at a purchase price of $15.25
per share. Sylvan and the depositary have preliminarily reviewed the number of
shares tendered and expect the proration factor to be between 83% and 85%. This
means Sylvan will purchase between 83% and 85% of the approximately 10,065,002
number of shares tendered at either $15.25 or at any price determined pursuant
to the tender offer. The proration factor, the number of shares expected to be
purchased and the price per share are preliminary and are subject to
verification by the depositary. The actual number of shares to be purchased and
the actual price per share will be announced promptly following completion of
the verification process. Sylvan will pay for all shares purchased promptly
following that time.

     The Dealer Managers for the tender offer were Goldman, Sachs & Co. 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 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.