8-K

                       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: December 18, 1998



                                TRUDY CORPORATION
                                 353 Main Avenue
                           Norwalk, Connecticut 06851



                           Commission File No. 0-16056
                      Incorporated in the State of Delaware
                      Federal Identification No. 06-1007765



                            Telephone: (203) 846-2274





Item 5.  Other Events.
         ------------

The Registrant announced on December 18, 1998, that it had entered into a letter
of intent providing for the acquisition of the Registrant by Futech  Interactive
Products, Inc. See attached Exhibit 1.


Item 7.  Financial Statements and Exhibits.
         ---------------------------------

(c) Exhibits.

1.       Press release of the Registrant, dated December 18, 1998.




                                      -1-


                                   SIGNATURES



         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.


                                      TRUDY CORPORATION

Date:  December 23, 1998              By /s/ WILLIAM W. BURNHAM
                                      ------------------------------------------
                                             William W. Burnham, President



                                       2

EX-1

                                                                       EXHIBIT 1


                                                               December 18, 1998

                                                  FOR IMMEDIATE RELEASE
                                                  Contact: William T. Carney
                                                  Phone: 1-203-846-2274
                                                  Fax:   1-203-846-1776



          FUTECH INTERACTIVE PRODUCTS INC. TO ACQUIRE TRUDY CORPORATION

           NORWALK, CONNECTICUT:  Trudy Corporation (OTCBB: TRDY) and its wholly
owned  division,  Soundprints,  announced  today it has entered into a letter of
intent  providing for the acquisition of Trudy by Futech  Interactive  Products,
Inc. Futech is a privately held children  products  manufacturer and distributor
based in Phoenix, Arizona.

           The letter of intent  provides for the  acquisition of all the Common
Stock of Trudy,  including  shares  subject to option,  for a purchase  price of
approximately $3.5 million, representing a combination of Futech Preferred Stock
(valued at $3,000,000) and cash in the amount of $500,000.  In addition,  Futech
will guarantee the repayment of certain Officer loans approximating $800,000. On
a fully diluted basis, approximately 364 million shares of Common Stock of Trudy
are issued and outstanding. The transaction will be structured to be tax free to
shareholders of Trudy in respect to the stock portion of the  consideration.  In
addition, the transaction is subject to the negotiation,  execution and delivery
of definitive documents,  approval of the Board of Directors and shareholders of
Trudy and Futech, as required by law, and certain other terms and conditions.

           Commenting on the sale,  William W. Burnham,  chairman and president,
said  "The  decision  to  sell  came  after  a long  and  protracted  effort  to
recapitalize  the company from its position as a publicly  held,  delisted stock
for which there were virtually no market makers.  Soundprints  has been actively
seeking a partner to take the company  from a small niche press to a main stream
book publisher.  The marriage with Futech will allow Soundprints' publishing and
related  toy  development  program to expand  significantly  under its  licensed
partners, The Smithsonian  Institution and The Nature Conservancy.  In addition,
Futech's other childrens' book properties, Talking Pages, Little Tiger Press and
Gold Star Publishing will provide the critical mass for Soundprints to break new
ground with a greater number of booksellers and specialty retailers."

           Trudy  Corporation  is a publisher of  storybooks  under the imprint,
Soundprints, and a manufacturer of companion realistic stuffed animals and audio
cassettes  under  license  with  the  Smithsonian  Institution  and  The  Nature
Conservancy.  For its most recent fiscal




year ending March 31,1998,  sales were $5.0 million, up 4.3% over the prior year
period.  For the six months ending  September 30, 1998, sales were $1.7 million,
down from $2.2  million  over the prior  year  comparable  period.  Soundprints'
distribution  includes  accounts  like  The  Nature  Company,  Borders  and  the
warehouse  clubs where its products  are sales  leaders in the  children's  book
departments.

           Futech  Interactive  Products Inc. is a diversified  private  company
with  corporate  offices  in  Phoenix,   Arizona.  Futech  designs,   publishes,
manufactures and markets interactive, educational, promotional and entertainment
products (i.e. books, games and other products with sound capabilities) targeted
primarily toward children.  The Company owns a patented technology that utilizes
specialized  conductive ink to print  interactive touch points that will trigger
speech, music and sound effects. Futech distributes proprietary products as well
as products  from third party  publishers,  to warehouse  clubs,  national  book
chains,  specialty and independent  retailers and major toy chains.  Futech also
licenses this technology to major entertainment and publishing companies.

           Trudy is the seventh Futech  acquisition or joint venture of 1998. In
an  extraordinary  effort  to  enhance  Futech's  product  mix and  distribution
channels,  Futech  has  purchased  or agreed to  purchase  The Gick  Company  (a
California based manufacturer and distributor of foam-based post cards and other
specialty  products),  XYZ  Distributors (a Wisconsin  based book  distributor),
Janex (a New Jersey based designer, developer and manufacturer of children's toy
products), Fundex Games (an Indiana based designer, manufacturer and distributor
of  children's  toys and games),  Little  Tiger  Press,  USA (the United  States
portion  of a  London  based  children's  picture  book  publisher),  Gold  Star
Publishing  (an  exclusive  joint  venture with award  winning  children's  book
author,  Joy Berry, to develop exciting  educational  products for children) and
Trudy Corporation (dba Soundprints).

           "It is Futech's  goal to become a major  children's  product  company
with quality products and services behind these  products,"  observed Vincent W.
Goett,  chairman and CEO of Futech.  "Soundprints adds an important piece of the
puzzle to accomplish  this  objective  through  current  personal  editorial and
publishing  expertise proven by Soundprints' twelve Parent Choice Awards, six of
which were awarded this month.  The synergies of Soundprints  and its east coast
distribution  facilities  are ideal and move  Futech  closer  to  achieving  its
overall  objectives.  We're  excited  about the addition of  Soundprints  to the
Futech family of companies."

           The  transaction  is expected to close by the end of February.  Trudy
Corporation is traded on the OTC through the pink sheets under the symbol TRDY.