EXHIBIT 11.1

                            YOUNG MINDS, INCORPORATED
        COMPUTATION OF WEIGHTED AVERAGE COMMON STOCK OUTSTANDING



                                                           Years Ended
                                                -------------------------------
                                                   December 31,       June 30,
                                                ----------------
                                                1994        1995        1996 
                                                ----        ----        ----

Weighted Common Stock Outstanding             1,861,230   2,457,480   2,969,147

Common Stock Equivalents per SAB 83
     Common shares and warrants issued
     subsequent to August 1995 at prices
     or exercise prices below the expected
     offering price(1)                        1,895,000   1,895,000   1,895,000
     Assumed buyback of public shares(3)       (155,000)   (155,000)   (155,000)
                                              ---------   ---------   ---------
                                              1,740,000   1,740,000   1,740,000
                                              ---------   ---------   ---------

Common Stock Equivalents per APB 15
     Outstanding warrants and options(2)        862,306
     Assumed buyback of public shares(3)       (104,340)
                                              ---------
                                                757,966      N/A         N/A
                                              ---------

Weighted Average Common Stock 
  Outstanding - Primary and Fully Dilutive    4,359,196   4,197,480   4,709,147
                                              ---------   ---------   ---------
                                              ---------   ---------   ---------

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(1)  Amount represents all common stock and options and warrants issued 
     within one year of the initial filing of the Company's registration 
     statement at a per share or exercise price per share below the 
     anticipated public offering price of $12.00 per share.

(2)  Amount represents the total amount of common stock equivalents 
     outstanding as of December 31, 1994.

(3)  Amount represents the repurchase of shares at an assumed purchase price 
     of $12.00 per share utilizing the proceeds received on the sale of 
     common stock or exercise of options or warrants.