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. 3)

                         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 $15.00per 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 [x]


     This Amendment No. 3 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 are
properly tendered and not 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 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. 3 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. 3 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 4.  TERMS OF THE TRANSACTION

     Item 4 of the Schedule TO is hereby amended and supplemented by adding the
following language:

     The tender offer expired at 12:00 Midnight, Eastern time, on September 13,
2000.  Sylvan accepted for payment a total of 4,552,042 shares of Sylvan common
stock at a purchase price of $15.00 per share.

Item 11. ADDITIONAL INFORMATION

     Item 11 of the Schedule TO is hereby amended and supplemented by adding the
following language:

     On September 28, 2000, Sylvan issued a press release announcing the final
results of the tender offer, a copy of which is filed as Exhibit (a)(5)(viii) to
this Amendment No. 3 to the Schedule TO and is incorporated herein by reference.

Item 12. EXHIBITS

     (a)(5)(viii) Press Release dated September 28, 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: September 28, 2000               SYLVAN LEARNING SYSTEMS, INC.


                                        By: /s/ Robert W. Zentz
                                            --------------------------
                                            Name:  Robert W. Zentz
                                            Title: Vice President & Secretary


                                 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.***

  (a)(5)(viii)         Press Release dated September 28, 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

***Previously filed on Amendment No. 2 Schedule TO

EX-99.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 FINAL
                         RESULTS OF SELF-TENDER OFFER

     BALTIMORE,  September 28, 2000 - Sylvan Learning Systems, Inc. (NASDAQ:
SLVN) today announced the final results of its self tender offer, which expired
on September 13, 2000.

     Consistent with the preliminary results announced September 14, 2000,
Sylvan will purchase 4,552,042 shares of its common stock at 15.00 per share.
The 4,552,042 shares being purchased represent approximately 10.9% of the
company's 41.9 million shares outstanding on September 13, 2000. The aggregate
purchase price being paid will be approximately $68.3 million.

     Douglas L. Becker, Chief Executive Officer, stated "Completion of this most
recent self-tender allowed the Company to acquire shares at a price we believe
to be attractive, while offering all shareholders the opportunity for greater
liquidity. This buyback will provide our continuing shareholders with a greater
share in the company's future."

     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
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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
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world-class adult professional education and training programs.

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