SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 6)1

Whitney Information Network, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

966621104

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 13, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 966621104

1	NAME OF REPORTING PERSON KINGSTOWN PARTNERS L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 883,500
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 883,500
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 883,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5%
14	TYPE OF REPORTING PERSON PN

2

CUSIP NO. 966621104

1	NAME OF REPORTING PERSON KINGSTOWN CAPITAL PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 883,500
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 883,500
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 883,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5%
14	TYPE OF REPORTING PERSON OO

3

CUSIP NO. 966621104

1	NAME OF REPORTING PERSON MICHAEL BLITZER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,215,800
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,215,800
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,215,800
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4%
14	TYPE OF REPORTING PERSON IN

4

CUSIP NO. 966621104

1	NAME OF REPORTING PERSON GUY SHANON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,203,450
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,203,450
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,203,450
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3%
14	TYPE OF REPORTING PERSON IN

5

CUSIP NO. 966621104

1	NAME OF REPORTING PERSON KINGSTOWN CAPITAL MANAGEMENT L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 317,500
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 317,500
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 317,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7%
14	TYPE OF REPORTING PERSON PN

6

CUSIP NO. 966621104

1	NAME OF REPORTING PERSON KINGSTOWN MANAGEMENT GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 317,500
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 317,500
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 317,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7%
14	TYPE OF REPORTING PERSON OO

7

CUSIP NO. 966621104

1	NAME OF REPORTING PERSON HAMMERMAN CAPITAL PARTNERS, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 107,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 107,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 107,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON PN

8

CUSIP NO. 966621104

1	NAME OF REPORTING PERSON SGAP BROWN TRUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION N/A
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 6,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 6,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

9

CUSIP NO. 966621104

1	NAME OF REPORTING PERSON JDD TRUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION N/A
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 12,991
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 12,991
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,991
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

10

CUSIP NO. 966621104

1	NAME OF REPORTING PERSON JASON HAMMERMAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 107,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 107,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 107,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

11

CUSIP NO. 966621104

1	NAME OF REPORTING PERSON J. HUNTER BROWN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 18,991
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 18,991
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,991
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

12

CUSIP NO. 966621104

The following constitutes Amendment No. 6 (“Amendment No. 6”) to the Schedule 13D filed by the undersigned.  This Amendment No. 6 amends the Schedule 13D as specifically set forth.

Item 2. Identity and Background.

Item 2(a) is hereby amended and restated to read as follows:

(a)           This statement is filed by Kingstown Partners L.P., a Delaware limited partnership (“Kingstown”), Kingstown Capital Partners LLC, a Delaware limited liability company (“Kingstown GP”), Michael Blitzer, Guy Shanon, Kingstown Capital Management L.P., a Delaware limited partnership (“Kingstown Capital”), Kingstown Management GP LLC, a Delaware limited liability company (“Kingstown Management”), Hammerman Capital Partners, LP, a Delaware limited partnership (“Hammerman LP”), SGAP Brown Trust, JDD Trust, Jason Hammerman and J. Hunter Brown. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as further described in Item 6 and may be considered a member of a “Group” with each other.  Kingstown Capital is the Reporting Person for the shares owned by Absolute Opportunities Fund, as further described in Item 3 below.

Kingstown GP is the general partner of Kingstown.  Mr. Blitzer and Mr. Shanon are each managing members of Kingstown GP.  Kingstown Management is the general partner of Kingstown Capital. Mr. Blitzer and Mr. Shanon are each managing members of Kingstown Management.  By virtue of these relationships, each of Kingstown GP, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the Shares owned by Kingstown, and each of Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the Shares beneficially owned by Kingstown Capital.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Mr. Hammerman is the managing member of Hammerman Capital Management LLC, the general partner of Hammerman LP, and has the sole power to vote and dispose of the Issuer's Shares owned by Hammerman LP.

Mr. Brown is the trustee of SGAP Brown Trust and JDD Trust and has the sole power to vote and dispose of the Issuer's Shares owned by SGAP Brown Trust and JDD Trust.

Item 2(b) is hereby amended to add the following:

(b)           The principal business address of each of Kingstown Capital and Kingstown Management is 245 Park Avenue, 24th Floor, New York, NY 10167.

The principal business address of Hammerman LP and Mr. Hammerman is 1232 Rose Lane, Lafayette, California 94549.  The principal business address of Mr. Brown is 20 Old Lantern Drive, Wilton, Connecticut 06897.

Item 2(c) is hereby amended and restated to read as follows:

(c)           The principal business of Kingstown, Kingstown GP, Mr. Blitzer, Mr. Shanon, Kingstown Capital and Kingstown Management is investing in securities.

The principal business of Hammerman LP is investing in securities.

The principal occupation of Mr. Hammerman is serving as the managing member of Hammerman Capital Management LLC.  The principal occupation of Mr. Brown is serving as the managing member of Watson Wilkins & Brown, LLC, a business consulting firm and registered investment advisor.

13

CUSIP NO. 966621104

(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)           Messrs. Hammerman and Brown are citizens of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

The aggregate purchase price of the 317,500 Shares beneficially owned by Kingstown Capital is approximately $260,422, including brokerage commissions.  The Shares beneficially owned by Kingstown Capital were acquired for the account of Absolute Opportunities Fund, a mutual fund, for which Kingstown Capital is a subadviser pursuant to a Subadvisory Agreement, made as of September 30, 2008, between Absolute Investment Advisers LLC and Kingstown Capital.

The aggregate purchase price of the 107,000 Shares owned by Hammerman LP is approximately $359,235, including brokerage commissions.  The Shares owned by Hammerman LP were acquired with working capital.

The aggregate purchase price of the 6,000 Shares owned by SGAP Brown Trust is approximately $6,986, including brokerage commissions.  The Shares owned by SGAP Brown Trust were acquired with trust funds.

The aggregate purchase price of the 12,991 Shares owned by JDD Trust is approximately $10,763, including brokerage commissions.  The Shares owned by JDD Trust were acquired with trust funds.

Item 4. Purpose of the Transaction.

Item 4 is hereby amended to add the following:

On August 13, 2009, Kingstown filed preliminary proxy materials on Form PREC 14A with the Securities and Exchange Commission in connection with the Issuer’s 2009 annual meeting  of  shareholders, which is scheduled to be held on September 2, 2009 (the “Annual Meeting”), for the purpose of soliciting proxies from the Issuer’s shareholders to elect Kingstown’s director nominees, Jason Hammerman and J. Hunter Brown (the “Nominees”), to the Issuer’s Board of Directors in opposition to two incumbent members of the Issuer’s Board whose terms expire at the Annual Meeting.  Upon finalization of its proxy materials, Kingstown intends to solicit proxies from the stockholders of the Issuer in order to elect the Nominees.

Item 5. Interest in Securities of the Issuer.

Item 5(a) is hereby amended to add the following:

(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 11,738,587 Shares outstanding, which is the total number of Shares outstanding as of June 30, 2009, as reported in the Issuer’s Definitive Proxy Statement on DEF 14A filed with the Securities and Exchange Commission on July 24, 2009.

14

CUSIP NO. 966621104

As of the close of business on August 13, 2009, Kingstown beneficially owned 883,500 Shares, constituting approximately 7.5% of the Shares outstanding.

As of the close of business on August 13, 2009, Kingstown GP beneficially owned 883,500 Shares, constituting approximately 7.5% of the Shares outstanding.  By virtue of its relationship with Kingstown discussed in further detail in Item 2, Kingstown GP may be deemed to beneficially own the Shares owned by Kingstown.

As of the close of business on August 13, 2009, Mr. Blitzer beneficially owned 1,215,800 Shares, constituting approximately 10.4% of the Shares outstanding.  By virtue of his relationship with Kingstown and Kingstown Capital discussed in further detail in Item 2, Mr. Blitzer may be deemed to beneficially own the Shares owned by Kingstown and beneficially owned by Kingstown Capital.

As of the close of business on August 13, 2009, Mr. Shanon beneficially owned 1,203,450 Shares, constituting approximately 10.3% of the Shares outstanding. By virtue of his relationship with Kingstown and Kingstown Capital discussed in further detail in Item 2, Mr. Shanon may be deemed to beneficially own the Shares owned by Kingstown and beneficially owned by Kingstown Capital.

As of the close of business on August 13, 2009, Kingstown Capital beneficially owned 317,500 Shares, constituting approximately 2.7% of the Shares outstanding.

As of the close of business on August 13, 2009, Kingstown Management beneficially owned 317,500 Shares, constituting approximately 2.7% of the Shares outstanding.  By virtue of its relationship with Kingstown Capital discussed in further detail in Item 2, Kingstown Management may be deemed to beneficially own the Shares beneficially owned by Kingstown Capital.

As of the close of business on August 13, 2009, Hammerman LP beneficially owned 107,000 Shares, constituting less than 1% of the Shares outstanding.  As of the close of business on August 13, 2009, SGAP Brown Trust beneficially owned 6,000 Shares, constituting less than 1% of the Shares outstanding.  As of the close of business on August 13, 2009, JDD Trust beneficially owned 12,991 Shares, constituting less than 1% of the Shares outstanding.  Mr. Brown has sole voting and dispositive power with respect to the 18,991 Shares owned by SGAP Brown Trust and JDD Trust.  Mr. Hammerman has sole voting and dispositive power with respect to the 107,000 Shares owned by Hammerman LP.

Item 5(b) is hereby amended and restated to read as follows:

(b)           Each of Kingstown GP, Mr. Blitzer and Mr. Shanon is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by Kingstown by virtue of their respective positions as described in Item 2.

Each of Kingstown Management, Mr. Blitzer and Mr. Shanon is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by Kingstown Capital by virtue of their respective positions as described in Item 2.

As managing member of the general partner of Hammerman LP, Mr. Hammerman has the sole power to vote and dispose of the Shares beneficially owned by Hammerman LP reported in this Schedule 13D.  As trustee of SGAP Brown Trust and JDD Trust, Mr. Brown has the sole power to vote and dispose of the Shares beneficially owned by SGAP Brown Trust and JDD Trust reported in this Schedule 13D.  Messrs. Hammerman and Brown disclaim beneficial ownership of the Shares beneficially owned by Hammerman LP, SGAP Brown Trust and JDD Trust.

15

CUSIP NO. 966621104

Item 5(c) is hereby amended and restated as follows:

(c)           None of the Reporting Persons has engaged in any transactions in securities of the Issuer during the past 60 day.

Item 5(d) is hereby amended and restated to read as follows:

(d)           Absolute Opportunities Fund and Absolute Investment Advisers LLC, the investment adviser for Absolute Opportunities Fund, may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported as beneficially owned by Kingstown Capital.

(e)           Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On August 13, 2009, the Reporting Persons entered into a Joint Filing and Solicitation Agreement  (the “Joint Filing and Solicitation Agreement”) in which, among other things, (a) the parties agreed to the joint filing and solicitation on behalf of each of them of statements on Schedule 13D and any amendments thereto with respect to the securities of the Issuer to the extent required under applicable securities laws and (b) the parties agreed to form the group for the purpose of soliciting proxies or written consents for the election of the persons nominated by Kingstown to the Issuer’s Board at the 2009 Annual Meeting and for the purpose of taking all other actions incidental to the foregoing.  The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1 Joint Filing and Solicitation Agreement by and among Kingstown Partners L.P., Kingstown Capital Partners LLC, Michael Blitzer, Guy Shanon, Kingstown Capital Management L.P., Kingstown Management GP LLC, Hammerman Capital Partners, LP, SGAP Brown Trust, JDD Trust, Jason Hammerman and J. Hunter Brown, dated August 13, 2008.

99.2 Power of Attorney for J. Hunter Brown.

99.3 Power of Attorney for Jason Hammerman.

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CUSIP NO. 966621104

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  August 14, 2009	KINGSTOWN PARTNERS L.P.
	By:		Kingstown Capital Partners LLC
			its general partner
	By:	/s/ Michael Blitzer
		Michael Blitzer Managing Member

KINGSTOWN CAPITAL PARTNERS LLC
By:	/s/ Michael Blitzer
	Michael Blitzer Managing Member

/s/ Michael Blitzer

MICHAEL BLITZER, individually and as attorney-in-fact for Jason Hammerman, J. Hunter Brown, Hammerman Capital Partners, LP, SGAP Brown Trust and JDD Trust

/s/ Guy Shanon

GUY SHANON

KINGSTOWN CAPITAL MANAGEMENT L.P.
By:		Kingstown Management GP LLC
		its general partner
By:	/s/ Michael Blitzer
	Michael Blitzer Managing Member

17

CUSIP NO. 966621104

KINGSTOWN MANAGEMENT GP LLC
By:	/s/ Michael Blitzer
	Michael Blitzer Managing Member

18

EX-99.1

Exhibit 99.1

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Whitney Information Network, Inc, a Colorado Corporation (the “Company”);

WHEREAS, Kingstown Partners L.P., a Delaware limited partnership (“Kingstown”), Kingstown Capital Partners LLC, a Delaware limited liability company (“Kingstown GP”), Michael Blitzer, Guy Shanon, Kingstown Capital Management L.P., a Delaware limited partnership (“Kingstown Capital”), and Kingstown Management GP LLC, a Delaware limited liability company (“Kingstown Management”), Jason Hammerman and J. Hunter Brown wish to form a group for the purpose of seeking representation on the Board of Directors of the Company at the 2009 annual meeting of stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “2009 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 11th day of August 2009 by the parties hereto:

1.           In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company.  Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.  Kingstown or its representative shall provide each member of the Group with copies of all Schedule 13D filings and other public filings to be filed on behalf of such member at least 24 hours prior to the filing or submission thereof.

2.           So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership.  Notice shall be given no later than 24 hours after each such transaction.

3.           Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board of Directors of the Company at the 2009 Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

4.           Kingstwon shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agree to pay directly all such pre-approved expenses.

5.           Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by Kingstown, or its representatives, which approval shall not be unreasonably withheld.

6.           The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.  Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

7.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8.           In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

9.           Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steven Wolosky at Olshan, Fax No. (212) 451-2222.

10.           Each party acknowledges that Olshan shall act as counsel for both the Group and Kingstown and its affiliates relating to their investment in the Company.

11.           Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

2

Whitney Information Network, Inc. Joint Filing and Solicitation Agreement

Signature Page

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

Dated:  August 11, 2009

KINGSTOWN PARTNERS L.P.		KINGSTOWN MANAGEMENT GP LLC
By:	Kingstown Capital Partners LLC	By:	/s/ Michael Blitzer
	its general partner		Michael Blitzer
			Managing Member
By:	/s/ Michael Blitzer
	Michael Blitzer Managing Member

KINGSTOWN CAPITAL PARTNERS LLC		/s/ Michael Blitzer
		MICHAEL BLITZER, individually and as attorney-in-fact for Jason Hammerman, J. Hunter Brown, Hammerman Capital Partners, LP, SGAP Brown Trust and JDD Trust
By:	/s/ Michael Blitzer
	Michael Blitzer Managing Member

KINGSTOWN CAPITAL MANAGEMENT L.P		/s/ Guy Shanon
		GUY SHANON
By:	Kingstown Management GP LLC
	its general partner
By:	/s/ Michael Blitzer
	Michael Blitzer
	Managing Member

EX-99.2

Exhibit 99.2

LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Michael Blitzer as the undersigned’s true and lawful attorney-in-fact to take certain limited actions in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Whitney Information Network, Inc. (the “Company”) directly or indirectly beneficially owned by Kingstown Partners L.P. or any of its affiliates (collectively, the “Kingstown Group”) and (ii) any proxy solicitation of the Kingstown Group to elect the Kingstown Group’s slate of director nominees to the board of directors of the Company at the 2009 annual meeting of shareholders of the Company (the “Solicitation”).  Such actions shall be limited to:

1.           executing for and on behalf of the undersigned any amendments to that certain Schedule 13D dated January 14, 2008, as amended thereto, filed by the Kingstown Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3.           executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Kingstown Group; and

4.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act, but will provide notice of and request such information as necessary to make such filings, and will confirm that such required filings have been made on behalf of the undersigned.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Kingstown Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of August 2009.

/s/ J. Hunter Brown 

J. Hunter Brown

EX-99.3

Exhibit 99.3

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Michael Blitzer as the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Whitney Information Network, Inc. (the “Company”) directly or indirectly beneficially owned by Kingstown Partners L.P. or any of its affiliates (collectively, the “Kingstown Group”) and (ii) any proxy solicitation of the Kingstown Group to elect the Kingstown Group’s slate of director nominees to the board of directors of the Company at the 2009 annual meeting of shareholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:

1.           executing for and on behalf of the undersigned any amendments to that certain Schedule 13D dated January 14, 2008, as amended thereto, filed by the Kingstown Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3.           executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Kingstown Group;

4.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5.           taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Kingstown Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11th day of August 2009.

/s/ Jason Hammerman 

Jason Hammerman