THE LEARNING COMPANY
               SUPPLEMENT TO PROSPECTUS DATED JANUARY 26, 1996

                    The Learning Company, formerly known as SoftKey
          International Inc. (the "Company"), has been informed
          that as of January 27, 1997, (a) Fidelity Devonshire
          Trust: Fidelity Equity-Income Fund, a Selling Holder
          under the Prospectus dated January 26, 1996 (the
          "Prospectus") of the Company relating to the offer and
          sale of 51/2% Senior Convertible Notes Due 2000 in the
          aggregate principal amount of $350,000,000 (the "Notes"),
          beneficially owns $18,190,000, rather than $4,030,000,
          aggregate principal amount of Notes that may be sold
          under the Prospectus and (b) Fidelity Management Trust
          Company, on behalf of accounts managed by it, also a
          Selling Holder under the Prospectus, beneficially owns
          $3,250,000, rather than $9,200,000, aggregate principal
          amount of Notes that may be sold under the Prospectus.

                    Accordingly, information regarding both
          Fidelity Devonshire Trust: Fidelity Equity-Income Fund
          and Fidelity Management Trust Company, on behalf of
          accounts managed by it, in the columns entitled
          "Aggregate Principal Amount of Notes That May Be Sold"
          and "Number of Shares of Common Stock That May Be Sold"
          in the table under the caption "Selling Holders"
          beginning on page 11 of the Prospectus is amended and
          restated in its entirety to read as follows:

                              Aggregate Principal      Number of Shares 
                                Amount of Notes        of Common Stock 
                               That May Be Sold        That May Be Sold
                              -------------------      ----------------
Fidelity Devonshire Trust: 
Fidelity Equity-Income Fund        18,190,000               343,207

Fidelity Management Trust 
Company, on behalf of 
accounts managed by it              3,520,000                66,415




          January 31, 1997