<PAGE>   1
 
  As filed with the Securities and Exchange Commission on November 10, 1998.

                                                  Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           THE LEARNING COMPANY, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                             94-2562108
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                    ONE ATHENAEUM STREET, CAMBRIDGE, MA 02142
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                  SECOND AMENDED AND RESTATED 1986 EMPLOYEE AND
                  ---------------------------------------------
                          CONSULTANT STOCK OPTION PLAN
                          ----------------------------
                          OF BRODERBUND SOFTWARE, INC.
                          ----------------------------
                                       and

                 1996 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
                 ----------------------------------------------
                          OF BRODERBUND SOFTWARE, INC.
                          ----------------------------
                            (Full title of the Plans)

                                 Neal S. Winneg
                    Senior Vice President and General Counsel
                           The Learning Company, Inc.
                              One Athenaeum Street
                         CAMBRIDGE, MASSACHUSETTS 02142
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (617) 494-1200
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>

                                       CALCULATION OF REGISTRATION FEE

===============================================================================================================
      Title of                                       Proposed               Proposed
     Securities                Amount                 Maximum                Maximum              Amount of
       to be                   to be               Offering Price           Aggregate            Registration
     Registered              Registered (1)          Per Share (2)       Offering Price (2)          Fee
  ---------------         -----------------       ------------------     ------------------      ------------
<S>                     <C>                       <C>                    <C>                   <C>   
                                                      
  Common Stock,           2,739,818 shares             $32.3367              $88,596,673           $24,630
  $.01 par value
  per share
===============================================================================================================
</TABLE>

--------------------
(1)      Consists of shares  issuable under the Second Amended and Restated 1986
Employee  and  Consultant  Stock  Option  Plan  of  Broderbund  Software,   Inc.
("Broderbund")  and the  1996  Employee  and  Consultant  Stock  Option  Plan of
Broderbund.





<PAGE>   2




(2)      The offering  price is computed  pursuant to paragraph  (h) of Rule 457
under the  Securities  Act of 1933,  as  amended,  on the basis of the  weighted
average price at which the options may be exercised, of $32.3367 per share.

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  information  required by Part I is included in  documents  sent or
given to  participants  in the Second  Amended and  Restated  1986  Employee and
Consultant  Stock Option Plan of Broderbund and the 1996 Employee and Consultant
Stock Option Plan of Broderbund pursuant to Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  Learning  Company,  Inc.  (the  "Registrant")  is  subject  to the
informational and reporting  requirements of Sections 13(a), 14 and 15(d) of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission.  The following  documents,  which are on
file with the  Securities  and Exchange  Commission,  are  incorporated  in this
Registration Statement by reference:

                  (a)      The Registrant's  latest annual report filed pursuant
         to Sections 13(a) or 15(d) of the Exchange Act or the latest prospectus
         filed  pursuant to Rule 424(b) under the  Securities Act that contains,
         either directly or by  incorporation  by reference,  audited  financial
         statements  for the  Registrant's  latest  fiscal  year for which  such
         statements have been filed.

                  (b)      All other reports filed pursuant to Sections 13(a) or
         15(d) of the  Exchange  Act since the end of the fiscal year covered by
         the document referred to in (a) above.

                  (c)      The  description of the Common Stock,  $.01 par value
         per share ("Common Stock"), contained in a registration statement filed
         under the Exchange Act, including any amendment or report filed for the
         purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby  have been sold or which  deregisters  all  shares of Common  Stock  then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

         Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

         Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the Common Stock offered hereby will be passed upon for
the Registrant by Neal S. Winneg, General Counsel of the Registrant.  Mr. Winneg
owns options to purchase an 


                                      -2-


<PAGE>   3



aggregate of 173,500 shares of Common Stock,  which are or become exercisable in
periodic installments through August 2001.

         Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102 of the Delaware General Corporation Law, as amended, allows
a corporation to eliminate the personal  liability of directors of a corporation
to the  corporation  or its  stockholders  for monetary  damages for a breach of
fiduciary  duty as a director,  except where the  director  breached his duty of
loyalty,  failed to act in good  faith,  engaged in  intentional  misconduct  or
knowingly  violated a law,  authorized  the  payment of a dividend or approved a
stock repurchase in violation of Delaware  corporate law or obtained an improper
personal benefit.

         Section  145 of the  Delaware  General  Corporation  Law,  as  amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of the  corporation),  by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was  serving at its request in such  capacity  in another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful.

         Section  8 of  the  Company's  Restated  Certificate  of  Incorporation
provides for elimination of directors' personal liability and indemnification as
follows:

         8.       LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS

         8.1      ELIMINATION OF CERTAIN LIABILITIES OF DIRECTORS. A director of
the  Corporation  shall  not be  personally  liable  to the  Corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper  personal  benefit.  If the Delaware
General  Corporation  Law is amended after approval by the  stockholders of this
Section to  authorize  corporate  action  further  eliminating  or limiting  the
personal  liability  of  directors,  then the  liability  of a  director  of the
Corporation  shall be eliminated or limited to the fullest  extent  permitted by
the Delaware General Corporation Law, as so amended.  Any repeal or modification
of this  Section by the  stockholders  of the  Corporation  shall not  adversely
affect any right or protection of a director of the Corporation  existing at the
time of such repeal or modification.

         8.2      INDEMNIFICATION AND INSURANCE

                  8.2.1 RIGHT TO INDEMNIFICATION. Each person who was or is made
a party or is  threatened  to be made a party to or is  involved  in any action,
suit or proceeding,  whether civil, criminal,  administrative,  or investigative
(hereinafter a "proceeding"),  by reason of the fact that he or she, or a person
of whom he or she is the legal representative,  is or was a director or officer,
of the 



                                      -3-


<PAGE>   4

Corporation  or is or was  serving  at the  request  of  the  Corporation,  as a
director,   officer,   employee,  or  agent  of  another  corporation  or  of  a
partnership,  joint venture, trust, or other enterprise,  including service with
respect to  employee  benefit  plans,  whether the basis of such  proceeding  is
alleged  action in an official  capacity as a director,  officer,  employee,  or
agent or in any other capacity while serving as a director,  officer,  employee,
or agent,  shall be  indemnified  and held  harmless by the  Corporation  to its
fullest extent  authorized by the Delaware General  Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment  permits the  Corporation  to provide  broader
indemnification  rights than said law permitted the Corporation to provide prior
to  such  amendment),   against  all  expense,  liability  and  loss  (including
attorneys' fees,  judgments,  fines,  Employee Retirement Income Security Act of
1974 excise taxes or  penalties,  and amounts paid or to be paid in  settlement)
reasonably incurred or suffered by such person in connection therewith, and such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee, or agent and shall inure to the benefit of his or her heirs,
executors,  and administrators;  provided,  however,  that the Corporation shall
indemnify  any  such  person  seeking   indemnification  in  connection  with  a
proceeding  (or part thereof)  initiated by such person only if such  proceeding
(or part thereof) was  authorized by the Board of Directors of the  Corporation.
The right to indemnification conferred in this Section shall be a contract right
and shall include the right to be paid by the Corporation the expenses  incurred
defending  any such  proceeding in advance of its final  disposition;  provided,
however,  that, if the Delaware General Corporation Law requires, the payment of
such  expenses  incurred  by a director  or officer in his or her  capacity as a
director or officer  (and not in any other  capacity in which  service was or is
rendered  by such  person  while  a  director  or  officer,  including,  without
limitation,  service  to an  employee  benefit  plan) in  advance  of the  final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an  undertaking,  by or on behalf of such  director or officer,  to repay all
amounts so advanced if it shall  ultimately be determined  that such director or
officer is not entitled to be indemnified  under this Section or otherwise.  The
Corporation may, by action of its Board of Directors, provide indemnification to
employees  and agents of the  Corporation  with the same scope and effect as the
foregoing indemnification of directors and officers.

                  8.2.2  NON-EXCLUSIVITY OF RIGHTS. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its
final disposition  conferred in this Section shall not be exclusive of any other
right  which  any  person  may have or  hereafter  acquire  under  any  statute,
provision of this Restated Certificate,  Bylaw, agreement, vote of stockholders,
or disinterested directors or otherwise.

                  8.2.3 INSURANCE.  The Corporation may maintain  insurance,  at
its expense, to protect itself and any director,  officer, employee, or agent of
the Corporation or another  corporation,  partnership,  joint venture,  trust or
other enterprise against any such expense, liability or loss, whether or not the
Corporation  would have the power to indemnify such person against such expense,
liability, or loss under the Delaware General Corporation Law."

         The  Registrant  has  purchased   directors'  and  officers'  liability
insurance  which would  indemnify the  directors and officers of the  Registrant
against  damages  arising  out of certain  kinds of claims  which  might be made
against them based on their  negligent  acts or omissions  while acting in their
capacity as such.



                                      -4-


<PAGE>   5


         Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         Item 8.  EXHIBITS.

         The Exhibit Index immediately preceding the exhibits attached hereto is
incorporated herein by reference.

         Item 9.  UNDERTAKINGS.

         1.       The Registrant hereby undertakes:

                  (a)      to file,  during any period in which  offers or sales
         are  being  made,  a  post-effective  amendment  to  this  Registration
         Statement:

                           (i)      to  include  any   prospectus   required  by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     to  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  Registration  Statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  Registration
                                    Statement; and

                           (iii)    to include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  Registration
                                    Statement  or any  material  change  to such
                                    information in the Registration Statement;

         provided,  however,  that  paragraphs  (i) and (ii) do not apply if the
         Registration  Statement is on Form S-3 or Form S-8, and the information
         required  to  be  included  in  a  post-effective  amendment  by  those
         paragraphs is contained in periodic  reports filed with or furnished to
         the  Commission  by the  Registrant  pursuant  to Section 13 or Section
         15(d) of the  Exchange  Act that are  incorporated  by reference in the
         Registration Statement;

                  (b)      that,  for the purpose of  determining  any liability
         under the Securities Act, each such  post-effective  amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof; and

                  (c)      to   remove   from   registration   by   means  of  a
         post-effective  amendment any of the securities  being registered which
         remain unsold at the termination of the offering.

         2.       The  undersigned   Registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities



                                      -5-


<PAGE>   6


offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be in the initial bona fide offering thereof.

         3.       Insofar as indemnification  for liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

















                                      -6-



<PAGE>   7




                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 6th
day of November, 1998.

                                            THE LEARNING COMPANY, INC.


                                            By: /s/ Michael J. Perik
                                                --------------------------------
                                                 Michael J. Perik
                                                 Chairman of the Board and
                                                 Chief Executive Officer


                                POWER OF ATTORNEY


         We, the  undersigned  officers and  directors of The Learning  Company,
Inc. hereby severally  constitute  Michael J. Perik, R. Scott Murray and Neal S.
Winneg,  and each of them singly,  our true and lawful attorneys with full power
to any of them,  and to each of them singly,  to sign for us and in our names in
the capacities  indicated below,  the  Registration  Statement on Form S-8 filed
herewith and any and all  pre-effective  and  post-effective  amendments to said
Registration  Statement  and  generally  to do all such  things  in our name and
behalf in our  capacities  as  officers  and  directors  to enable The  Learning
Company,  Inc.  to comply  with the  provisions  of the  Securities  Act and all
requirements  of the Securities and Exchange  Commission,  hereby  ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and all amendments thereto.








                                      -7-

<PAGE>   8


         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.


<TABLE>
<CAPTION>
   SIGNATURES                               CAPACITY                                    DATE
   ----------                               --------                                    ----

<S>                                 <C>                                        <C> 
/s/ Michael J. Perik                Chairman of the Board                       November 6, 1998
--------------------------------    and Chief Executive Officer  
Michael J. Perik                    (Principal Executive Officer)
                                    

/s/ R. Scott Murray                 Executive Vice President                    November 6, 1998
-------------------------------     and Chief Financial Officer
R. Scott Murray                     (Principal Financial and   
                                    Accounting Officer)        
                                    

/s/ Kevin O'Leary                   Director and President                      November 6, 1998
-------------------------------
Kevin O'Leary


/s/ Lamar Alexander                 Director                                    November 6, 1998
------------------------------
Lamar Alexander


/s/ Michael A. Bell                 Director                                    November 6, 1998
-------------------------------
Michael A. Bell


/s/ Robert Gagnon                   Director                                    November 6, 1998
------------------------------
Robert Gagnon


/s/ Carolynn N. Reid-Wallace        Director                                    November 6, 1998
-----------------------------
Carolynn N. Reid-Wallace


/s/ Robert A. Rubinoff              Director                                    November 6, 1998
------------------------------
Robert A. Rubinoff


/s/ Scott M. Sperling               Director                                    November 6, 1998
-------------------------------
Scott M. Sperling


/s/ Anthony J. Dinovi               Director                                    November 6, 1998
------------------------------
Anthony J. DiNovi


/s/ Mark E. Nunnelly                Director                                    November 6, 1998
------------------------------
Mark E. Nunnelly


/s/ Paul J. Zepf                    Director                                    November 6, 1998
---------------------------------
Paul J. Zepf

</TABLE>



                                      -8-


<PAGE>   9


                                  EXHIBIT INDEX
                                  -------------

<TABLE>
<CAPTION>

Exhibit
Number
-------

<S>       <C>                                                  

  5       Opinion of Neal S. Winneg, Esq.

 23.1     Consent of PricewaterhouseCoopers LLP.

 23.2     Consent of PricewaterhouseCoopers LLP.

 23.3     Consent of Ernst & Young LLP.

 23.4     Consent of Neal S. Winneg, Esq. (included in Exhibit 5).

 24       Power of Attorney (included in the signature pages of this Registration Statement).
</TABLE>



                                      -9-
[{"type": "S-8", "sequence": "1", "description": "THE LEARNING COMPANY, INC.", "secsgml_size_bytes": 25067}]
{"company-data": {"conformed-name": "LEARNING CO INC", "cik": "0000719612", "assigned-sic": "7372", "irs-number": "942562108", "state-of-incorporation": "DE", "fiscal-year-end": "0104"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67045", "film-number": "98742803"}, "business-address": {"street1": "ONE ATHENAEUM ST", "city": "CAMBRIDGE", "state": "MA", "zip": "02142", "phone": "6174941200"}, "mail-address": {"street1": "ONE ATHENAEUM ST", "city": "CAMBRIDGE", "state": "MA", "zip": "02142"}, "former-company": [{"former-conformed-name": "SOFTKEY INTERNATIONAL INC", "date-changed": "19940210"}, {"former-conformed-name": "WORDSTAR INTERNATIONAL INC", "date-changed": "19920703"}, {"former-conformed-name": "MICROPRO INTERNATIONAL CORP", "date-changed": "19890618"}]}
1
 
  As filed with the Securities and Exchange Commission on November 10, 1998.

                                                  Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           THE LEARNING COMPANY, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                             94-2562108
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                    ONE ATHENAEUM STREET, CAMBRIDGE, MA 02142
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                  SECOND AMENDED AND RESTATED 1986 EMPLOYEE AND
                  ---------------------------------------------
                          CONSULTANT STOCK OPTION PLAN
                          ----------------------------
                          OF BRODERBUND SOFTWARE, INC.
                          ----------------------------
                                       and

                 1996 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
                 ----------------------------------------------
                          OF BRODERBUND SOFTWARE, INC.
                          ----------------------------
                            (Full title of the Plans)

                                 Neal S. Winneg
                    Senior Vice President and General Counsel
                           The Learning Company, Inc.
                              One Athenaeum Street
                         CAMBRIDGE, MASSACHUSETTS 02142
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (617) 494-1200
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

===============================================================================================================
      Title of                                       Proposed               Proposed
     Securities                Amount                 Maximum                Maximum              Amount of
       to be                   to be               Offering Price           Aggregate            Registration
     Registered              Registered (1)          Per Share (2)       Offering Price (2)          Fee
  ---------------         -----------------       ------------------     ------------------      ------------
Common Stock,           2,739,818 shares             $32.3367              $88,596,673           $24,630
  $.01 par value
  per share
===============================================================================================================
--------------------
(1)      Consists of shares  issuable under the Second Amended and Restated 1986
Employee  and  Consultant  Stock  Option  Plan  of  Broderbund  Software,   Inc.
("Broderbund")  and the  1996  Employee  and  Consultant  Stock  Option  Plan of
Broderbund.
2

(2)      The offering  price is computed  pursuant to paragraph  (h) of Rule 457
under the  Securities  Act of 1933,  as  amended,  on the basis of the  weighted
average price at which the options may be exercised, of $32.3367 per share.

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  information  required by Part I is included in  documents  sent or
given to  participants  in the Second  Amended and  Restated  1986  Employee and
Consultant  Stock Option Plan of Broderbund and the 1996 Employee and Consultant
Stock Option Plan of Broderbund pursuant to Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  Learning  Company,  Inc.  (the  "Registrant")  is  subject  to the
informational and reporting  requirements of Sections 13(a), 14 and 15(d) of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission.  The following  documents,  which are on
file with the  Securities  and Exchange  Commission,  are  incorporated  in this
Registration Statement by reference:

                  (a)      The Registrant's  latest annual report filed pursuant
         to Sections 13(a) or 15(d) of the Exchange Act or the latest prospectus
         filed  pursuant to Rule 424(b) under the  Securities Act that contains,
         either directly or by  incorporation  by reference,  audited  financial
         statements  for the  Registrant's  latest  fiscal  year for which  such
         statements have been filed.

                  (b)      All other reports filed pursuant to Sections 13(a) or
         15(d) of the  Exchange  Act since the end of the fiscal year covered by
         the document referred to in (a) above.

                  (c)      The  description of the Common Stock,  $.01 par value
         per share ("Common Stock"), contained in a registration statement filed
         under the Exchange Act, including any amendment or report filed for the
         purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby  have been sold or which  deregisters  all  shares of Common  Stock  then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

         Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

         Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the Common Stock offered hereby will be passed upon for
the Registrant by Neal S. Winneg, General Counsel of the Registrant.  Mr. Winneg
owns options to purchase an 

                                      -2-
3

aggregate of 173,500 shares of Common Stock,  which are or become exercisable in
periodic installments through August 2001.

         Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102 of the Delaware General Corporation Law, as amended, allows
a corporation to eliminate the personal  liability of directors of a corporation
to the  corporation  or its  stockholders  for monetary  damages for a breach of
fiduciary  duty as a director,  except where the  director  breached his duty of
loyalty,  failed to act in good  faith,  engaged in  intentional  misconduct  or
knowingly  violated a law,  authorized  the  payment of a dividend or approved a
stock repurchase in violation of Delaware  corporate law or obtained an improper
personal benefit.

         Section  145 of the  Delaware  General  Corporation  Law,  as  amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of the  corporation),  by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was  serving at its request in such  capacity  in another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful.

         Section  8 of  the  Company's  Restated  Certificate  of  Incorporation
provides for elimination of directors' personal liability and indemnification as
follows:

         8.       LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS

         8.1      ELIMINATION OF CERTAIN LIABILITIES OF DIRECTORS. A director of
the  Corporation  shall  not be  personally  liable  to the  Corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper  personal  benefit.  If the Delaware
General  Corporation  Law is amended after approval by the  stockholders of this
Section to  authorize  corporate  action  further  eliminating  or limiting  the
personal  liability  of  directors,  then the  liability  of a  director  of the
Corporation  shall be eliminated or limited to the fullest  extent  permitted by
the Delaware General Corporation Law, as so amended.  Any repeal or modification
of this  Section by the  stockholders  of the  Corporation  shall not  adversely
affect any right or protection of a director of the Corporation  existing at the
time of such repeal or modification.

         8.2      INDEMNIFICATION AND INSURANCE

                  8.2.1 RIGHT TO INDEMNIFICATION. Each person who was or is made
a party or is  threatened  to be made a party to or is  involved  in any action,
suit or proceeding,  whether civil, criminal,  administrative,  or investigative
(hereinafter a "proceeding"),  by reason of the fact that he or she, or a person
of whom he or she is the legal representative,  is or was a director or officer,
of the 

                                      -3-
4

Corporation  or is or was  serving  at the  request  of  the  Corporation,  as a
director,   officer,   employee,  or  agent  of  another  corporation  or  of  a
partnership,  joint venture, trust, or other enterprise,  including service with
respect to  employee  benefit  plans,  whether the basis of such  proceeding  is
alleged  action in an official  capacity as a director,  officer,  employee,  or
agent or in any other capacity while serving as a director,  officer,  employee,
or agent,  shall be  indemnified  and held  harmless by the  Corporation  to its
fullest extent  authorized by the Delaware General  Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment  permits the  Corporation  to provide  broader
indemnification  rights than said law permitted the Corporation to provide prior
to  such  amendment),   against  all  expense,  liability  and  loss  (including
attorneys' fees,  judgments,  fines,  Employee Retirement Income Security Act of
1974 excise taxes or  penalties,  and amounts paid or to be paid in  settlement)
reasonably incurred or suffered by such person in connection therewith, and such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee, or agent and shall inure to the benefit of his or her heirs,
executors,  and administrators;  provided,  however,  that the Corporation shall
indemnify  any  such  person  seeking   indemnification  in  connection  with  a
proceeding  (or part thereof)  initiated by such person only if such  proceeding
(or part thereof) was  authorized by the Board of Directors of the  Corporation.
The right to indemnification conferred in this Section shall be a contract right
and shall include the right to be paid by the Corporation the expenses  incurred
defending  any such  proceeding in advance of its final  disposition;  provided,
however,  that, if the Delaware General Corporation Law requires, the payment of
such  expenses  incurred  by a director  or officer in his or her  capacity as a
director or officer  (and not in any other  capacity in which  service was or is
rendered  by such  person  while  a  director  or  officer,  including,  without
limitation,  service  to an  employee  benefit  plan) in  advance  of the  final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an  undertaking,  by or on behalf of such  director or officer,  to repay all
amounts so advanced if it shall  ultimately be determined  that such director or
officer is not entitled to be indemnified  under this Section or otherwise.  The
Corporation may, by action of its Board of Directors, provide indemnification to
employees  and agents of the  Corporation  with the same scope and effect as the
foregoing indemnification of directors and officers.

                  8.2.2  NON-EXCLUSIVITY OF RIGHTS. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its
final disposition  conferred in this Section shall not be exclusive of any other
right  which  any  person  may have or  hereafter  acquire  under  any  statute,
provision of this Restated Certificate,  Bylaw, agreement, vote of stockholders,
or disinterested directors or otherwise.

                  8.2.3 INSURANCE.  The Corporation may maintain  insurance,  at
its expense, to protect itself and any director,  officer, employee, or agent of
the Corporation or another  corporation,  partnership,  joint venture,  trust or
other enterprise against any such expense, liability or loss, whether or not the
Corporation  would have the power to indemnify such person against such expense,
liability, or loss under the Delaware General Corporation Law."

         The  Registrant  has  purchased   directors'  and  officers'  liability
insurance  which would  indemnify the  directors and officers of the  Registrant
against  damages  arising  out of certain  kinds of claims  which  might be made
against them based on their  negligent  acts or omissions  while acting in their
capacity as such.

                                      -4-
5

         Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         Item 8.  EXHIBITS.

         The Exhibit Index immediately preceding the exhibits attached hereto is
incorporated herein by reference.

         Item 9.  UNDERTAKINGS.

         1.       The Registrant hereby undertakes:

                  (a)      to file,  during any period in which  offers or sales
         are  being  made,  a  post-effective  amendment  to  this  Registration
         Statement:

                           (i)      to  include  any   prospectus   required  by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     to  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  Registration  Statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  Registration
                                    Statement; and

                           (iii)    to include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  Registration
                                    Statement  or any  material  change  to such
                                    information in the Registration Statement;

         provided,  however,  that  paragraphs  (i) and (ii) do not apply if the
         Registration  Statement is on Form S-3 or Form S-8, and the information
         required  to  be  included  in  a  post-effective  amendment  by  those
         paragraphs is contained in periodic  reports filed with or furnished to
         the  Commission  by the  Registrant  pursuant  to Section 13 or Section
         15(d) of the  Exchange  Act that are  incorporated  by reference in the
         Registration Statement;

                  (b)      that,  for the purpose of  determining  any liability
         under the Securities Act, each such  post-effective  amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof; and

                  (c)      to   remove   from   registration   by   means  of  a
         post-effective  amendment any of the securities  being registered which
         remain unsold at the termination of the offering.

         2.       The  undersigned   Registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities

                                      -5-
6

offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be in the initial bona fide offering thereof.

         3.       Insofar as indemnification  for liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                      -6-
7

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 6th
day of November, 1998.

                                            THE LEARNING COMPANY, INC.

                                            By: /s/ Michael J. Perik
                                                --------------------------------
                                                 Michael J. Perik
                                                 Chairman of the Board and
                                                 Chief Executive Officer

                                POWER OF ATTORNEY

         We, the  undersigned  officers and  directors of The Learning  Company,
Inc. hereby severally  constitute  Michael J. Perik, R. Scott Murray and Neal S.
Winneg,  and each of them singly,  our true and lawful attorneys with full power
to any of them,  and to each of them singly,  to sign for us and in our names in
the capacities  indicated below,  the  Registration  Statement on Form S-8 filed
herewith and any and all  pre-effective  and  post-effective  amendments to said
Registration  Statement  and  generally  to do all such  things  in our name and
behalf in our  capacities  as  officers  and  directors  to enable The  Learning
Company,  Inc.  to comply  with the  provisions  of the  Securities  Act and all
requirements  of the Securities and Exchange  Commission,  hereby  ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and all amendments thereto.

                                      -7-
8

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.
SIGNATURES                               CAPACITY                                    DATE
   ----------                               --------                                    ----
/s/ Michael J. Perik                Chairman of the Board                       November 6, 1998
--------------------------------    and Chief Executive Officer  
Michael J. Perik                    (Principal Executive Officer)
                                    

/s/ R. Scott Murray                 Executive Vice President                    November 6, 1998
-------------------------------     and Chief Financial Officer
R. Scott Murray                     (Principal Financial and   
                                    Accounting Officer)        
                                    

/s/ Kevin O'Leary                   Director and President                      November 6, 1998
-------------------------------
Kevin O'Leary

/s/ Lamar Alexander                 Director                                    November 6, 1998
------------------------------
Lamar Alexander

/s/ Michael A. Bell                 Director                                    November 6, 1998
-------------------------------
Michael A. Bell

/s/ Robert Gagnon                   Director                                    November 6, 1998
------------------------------
Robert Gagnon

/s/ Carolynn N. Reid-Wallace        Director                                    November 6, 1998
-----------------------------
Carolynn N. Reid-Wallace

/s/ Robert A. Rubinoff              Director                                    November 6, 1998
------------------------------
Robert A. Rubinoff

/s/ Scott M. Sperling               Director                                    November 6, 1998
-------------------------------
Scott M. Sperling

/s/ Anthony J. Dinovi               Director                                    November 6, 1998
------------------------------
Anthony J. DiNovi

/s/ Mark E. Nunnelly                Director                                    November 6, 1998
------------------------------
Mark E. Nunnelly

/s/ Paul J. Zepf                    Director                                    November 6, 1998
---------------------------------
Paul J. Zepf
-8-
9

                                  EXHIBIT INDEX
                                  -------------
Exhibit
Number
-------
5       Opinion of Neal S. Winneg, Esq.

 23.1     Consent of PricewaterhouseCoopers LLP.

 23.2     Consent of PricewaterhouseCoopers LLP.

 23.3     Consent of Ernst & Young LLP.

 23.4     Consent of Neal S. Winneg, Esq. (included in Exhibit 5).

 24       Power of Attorney (included in the signature pages of this Registration Statement).
-9-