8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):   November 6, 1997
                                                 -------------------------------


                           THE LEARNING COMPANY, INC.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)


        0-13069                                           94-2562108
- ------------------------                      ---------------------------------
(Commission File Number)                      (IRS Employer Identification No.)


One Athenaeum Street, Cambridge, Massachusetts                         02142
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(Address of principal executive offices)                             (Zip Code)


                                 (617) 494-1200
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               Registrant's Telephone Number, Including Area Code


                                Not Applicable
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          (Former Name or Former Address, if Changed Since Last Report)





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ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (c) Exhibits.

             See Index to Exhibits attached hereto.


ITEM 9.  SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

        On October 23, 1997, SoftKey Software Products Inc. ("SoftKey"), a
Canadian subsidiary of The Learning Company, Inc. (the "Company"), agreed to
sell in a private placement to certain Canadian institutional investors (the
"Purchasers") through Griffiths McBurney & Partners and First Marathon
Securities Limited (collectively, the "Underwriters") 3,920,685 special warrants
(the "Special Warrants").

        On November 6, 1997, SoftKey sold 4,072,000 Special Warrants to the
Purchasers for a purchase price of Cdn $21.50 per Special Warrant resulting in
aggregate gross proceeds to SoftKey of Cdn $87,548,000 and aggregate net
proceeds of approximately Cdn $83.5 million. The Underwriters received a fee of
4.5% of the aggregate gross proceeds of the private placement for their 
services.

        Each Special Warrant entitles the holder thereof to acquire from
SoftKey, upon exercise of the Special Warrant at no additional cost, one SoftKey
exchangeable non-voting share (or in certain circumstances 1.09 SoftKey
exchangeable non-voting shares) (the "SoftKey Shares"). The SoftKey Shares are
exchangeable on a one-for-one basis for shares of common stock, $.01 par value
per share, of the Company (the "TLC Shares") without additional payment.

        The Company has relied upon the exemption from registration under
Regulation S promulgated under the Securities Act of 1933, as amended (the
"Act"). The basis for this exemption is the representation that the Purchasers
are not "U.S." persons within the meaning of Regulation S and that the Special
Warrants, the SoftKey Shares and the TLC Shares will not be offered or sold in
the United States or to a "U.S." person unless covered by an effective
registration statement or an applicable exemption from the registration
requirement of the Act is available, nor will the SoftKey Shares be exchanged
for TLC Shares in the United States or to a "U.S." person unless the issuance of
the TLC Shares is covered by an effective registration statement or an
applicable exemption from the registration requirement of the Act is available.




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                                    SIGNATURE


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date: November 20, 1997                 THE LEARNING COMPANY, INC.
                                              (Registrant)



                                        By: /s/ Neal S. Winneg
                                            -----------------------------------
                                            Neal S. Winneg
                                            Vice President and General Counsel




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                                  EXHIBIT INDEX


Exhibit
Number             Description
- ------             -----------

99.1               Press Release issued by The Learning Company, Inc. on
                   October 23, 1997.






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EX-99.1

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                                                                    EXHIBIT 99.1


Contact:  R. Scott Murray                                 John Suske
          Executive Vice President and                    Investor Relations
          Chief Financial Officer                         (617) 494-5816
          (617) 494-5861                                  jsuske@learningco.com
          smurray@learningco.com



FOR IMMEDIATE RELEASE


     MAJOR CANADIAN INSTITUTIONS TAKE POSITION IN THE LEARNING COMPANY, INC.

CAMBRIDGE, MA., October 23, 1997 - The Learning Company, Inc. (NYSE: TLC)
announced today that its Canadian subsidiary, SoftKey Software Products Inc.,
agreed to sell to certain Canadian institutional investors 3,920,685 special
warrants for aggregate proceeds of approximately U.S. $62 million. Each special
warrant is exercisable without additional payment for one SoftKey exchangeable
non-voting share. SoftKey's exchangeable non-voting shares are exchangeable on a
one-for-one basis for common stock of The Learning Company, Inc. without
additional payment.

The private placement is ultimately subject to certain conditions, including
receipt of certain regulatory approvals and the vote of the holders of SoftKey's
outstanding exchangeable non-voting shares.

THE SECURITIES DESCRIBED ABOVE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON
ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT.

The Learning Company, Inc. develops, publishes and markets a family of premium
software brands that educate across every age, from young children to adults.
The company's products are sold in more than 23,000 retail stores in North
America and through multiple distribution channels including school sales,
on-line, direct marketing and OEM. The company also develops, publishes and
distributes products worldwide including France, Germany, the United Kingdom,
Holland and the Pacific Rim. The Learning Company is head quartered at One
Athenaeum Street, Cambridge, MA, 02142; telephone (617) 494-1200; fax (617)
494-1219.




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