As filed with the Securities and Exchange Commission on May 26, 1998
                                      Registration  No. 333-_____

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                            FORM S-8
    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933




                ADVANTAGE LEARNING SYSTEMS, INC.
     (Exact Name of Registrant as Specified in its Charter)

     Wisconsin                                   39-1559474
     (State of                                (I.R.S. Employer
   Incorporation)                              Identification
                                                   Number)


2911 Peach Street, Wisconsin Rapids, Wisconsin   54495-8036
   (Address of Principal Executive Offices)      (Zip Code)


    ADVANTAGE LEARNING SYSTEMS, INC. EMPLOYEE STOCK
                        PURCHASE PLAN                           


       Michael H. Baum, Chief Executive Officer
           Advantage Learning Systems, Inc.
                   2911 Peach Street
        Wisconsin Rapids, Wisconsin  54495-8036
        (Name and Address of Agent for Service)
                     (715) 424-3636
  (Telephone Number, including area code, of Agent for
                       Service)
                           
                       Copy to:
                           
                  Randall J. Erickson
                 Godfrey & Kahn, S.C.
                780 North Water Street
           Milwaukee, Wisconsin  53202-3590
                    (414) 273-3500


            CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------
                           
 Title of    Amount to      Proposed       Proposed      Amount of
securities       be         maximum         maximum     registration
  to be      registered  offering price    aggregate        fee
registered                per share (1)  offering price      (1)
                                             (1)
Common                                                      
Stock,        250,000        $33.00        $8,250,000     $2,500.00
$0.01 par
value

---------------------------------------------------------------------

(1) The registration fee was calculated pursuant to
Rule 457(c) and Rule 457(h)(1) under the Securities Act
of 1933, as amended (the "Securities Act").  The
registration fee is based on the average of the high
and low price of a share of Advantage Learning Systems,
Inc. common stock on May 21, 1998 on the Nasdaq
National Market, as reported in the Midwest Edition of
The Wall Street Journal on May 22, 1998.

<PAGE>

                        PART II
                           
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                           
Item 3.   Incorporation of Documents by Reference.

     The following documents are incorporated by
     reference in this Registration Statement:

     (a)    The Registrant's Form 10-K for the year
       ended December 31, 1997;
     
     (b)    The Registrant's Form 10-Q for the quarter
       ended March 31, 1998; and
     
     (c)    The description of the Registrant's Common
       Stock contained in the Registrant's
       Registration Statement filed pursuant to
       Section 12 of the Securities Exchange Act of
       1934, as amended (the "Exchange Act"), and 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 offered have been sold or which deregisters
     all securities then remaining unsold, shall be
     deemed incorporated by reference in this
     Registration Statement and to be part hereof from
     the date of filing such documents.

Item 6.   Indemnification of Directors and Officers.

          Section 180.0851 of the Wisconsin Business
     Corporation Law (the "WBCL") requires a
     corporation to indemnify a director or officer, to
     the extent such person is successful on the merits
     or otherwise in the defense of a proceeding, for
     all reasonable expenses incurred in the
     proceeding, if such person was a party to such
     proceeding because he or she was a director or
     officer of the corporation.  In cases where a
     director or officer is not successful on the
     merits or otherwise in the defense of a
     proceeding, a corporation is required to indemnify
     a director or officer against liability incurred
     by the director or officer in a proceeding if such
     person was a party to such proceeding because he
     or she is a director or officer of the corporation
     unless it is determined that he or she breached or
     failed to perform a duty owed to the corporation
     and such breach or failure to perform constitutes:
     (i) a willful failure to deal fairly with the
     corporation or its shareholders in connection with
     a matter in which the director or officer has a
     material conflict of interest; (ii) a violation of
     criminal law, unless the director or officer had
     reasonable cause to believe his or her conduct was
     lawful or no reasonable cause to believe his or
     her conduct was unlawful; (iii) a transaction from
     which the director or officer derived an improper
     personal profit; or (iv) willful misconduct.
     
          Section 180.0858 of the WBCL provides that
     subject to certain limitations, the mandatory
     indemnification provisions do not preclude any
     additional right to indemnification or allowance
     of expenses that a director or officer may have
     under a corporation's articles of incorporation or
     by-laws, a written agreement between the director
     or officer and the corporation or a resolution of
     the board of directors or the shareholders.
     
          Unless otherwise provided in the articles of
     incorporation or by-laws, or by written agreement
     between the director or officer and the
     corporation, an officer or director seeking
     indemnification is entitled to indemnification if
     approved in any of the following manners as
     specified in Section 180.0855 of the WBCL:  (i) by
     majority vote of a disinterested quorum of the
     board of directors, or if such disinterested
     quorum cannot be obtained, by a majority vote of a
     committee of two or more disinterested directors;
     (ii) by independent legal counsel chosen by a
     quorum of disinterested directors or its committee
     (or if unable to obtain such a quorum or
     committee, by a majority vote of the full board of
     directors); (iii) by a panel of three arbitrators
     (one of which is chosen by a quorum of
     disinterested directors); (iv) by the vote of the
     shareholders; (v) by a court; or (vi) by any other
     method permitted in Section 180.0858 of the WBCL.

<PAGE>

          Reasonable expenses incurred by a director or
     officer who is a party to a proceeding may be
     reimbursed by a corporation, pursuant to Section
     180.0853 of the WBCL, at such time as the director
     or officer furnishes to the corporation written
     affirmation of his or her good faith that he or
     she has not breached or failed to perform his or
     her duties; and written confirmation to repay any
     amounts advanced if it is determined that
     indemnification by the corporation is not
     required.
     
          Section 180.0859 of the WBCL provides that it
     is the public policy of the State of Wisconsin to
     require or permit indemnification, allowance of
     expenses and insurance to the extent required or
     permitted under Sections 180.0850 to 180.0858 of
     the WBCL for any liability incurred in connection
     with any proceeding involving a federal or state
     statute, rule or regulation regulating the offer,
     sale or purchase of securities.
     
          As permitted by Section 180.0858, the
     Registrant has adopted indemnification provisions
     in its by-laws which closely track the statutory
     indemnification provisions with certain
     exceptions.  In particular, Section 7.1 of the
     Registrant's by-laws, among other items, provides
     that (i) an individual shall be indemnified unless
     it is proven by a final judicial adjudication that
     indemnification is prohibited and (ii) payment or
     reimbursement of expenses, subject to certain
     limitations, will be mandatory rather than
     permissive.  The Registrant has purchased
     directors' and officers' liability insurance which
     insures the Registrant's officers and directors
     against certain liabilities which may arise under
     the Securities Act.
     
Item 8.   Exhibits.

     4    Advantage Learning Systems, Inc. Employee
     Stock Purchase Plan.

     5    Opinion of Godfrey & Kahn, S.C. regarding
     legality of the Common Stock being registered.

     23.1 Consent of Arthur Andersen LLP.

     23.2 Consent of Godfrey & Kahn, S.C., included in
     Exhibit 5.

     24   Powers of Attorney.

Item 9.   Undertakings.*

     The Registrant hereby undertakes:

(a)  (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment
     to this Registration Statement 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.

     (2)  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.

     (3)  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.

(b)  (4)  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 offered therein, and the
     offering of such securities at that time shall be
     deemed to be the initial bona fide offering
     thereof.

<PAGE>

(h)  (5)  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 provisions of Item
     6 of this Registration Statement, 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.


____________________

*Paragraphs correspond to Item 512 of Regulation S-K.

<PAGE>

                      SIGNATURES

     Pursuant to the requirements of the Securities Act
of 1933, as amended, 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 Wisconsin Rapids, State of Wisconsin, on
May 26, 1998.

                              ADVANTAGE LEARNING
                              SYSTEMS, INC.
                              
                              By:/s/ Michael H. Baum
                                 ------------------------
                                 Michael H. Baum
                                 Chief Executive
                                 Officer

     Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by
the following persons in the capacities and on the
dates indicated.

/s/ Michael H. Baum                     Date:  May 26, 1998
--------------------------
Michael H. Baum
Chief Executive Officer 
and a Director (Principal 
Executive Officer)

/s/ Timothy Sherlock                    Date:  May 26, 1998
--------------------------
Timothy Sherlock
Secretary, Vice President 
and Chief Financial Officer 
(Principal Financial
and Accounting Officer)


Directors: Judith A. Paul, Terrance D. Paul, John R. Hickey, 
           Timothy P. Welch, Perry S. Akins and John H. Grunewald.

By:  /s/ Michael H. Baum                Date:  May 26, 1998
     -------------------------
     Michael H. Baum, as Attorney-in-Fact*

*Pursuant to authority granted by power of attorney,
copies of which are filed herewith.

<PAGE>
                           
                     EXHIBIT INDEX

Exhibits

4    Advantage Learning Systems, Inc. Employee Stock
     Purchase Plan.

5    Opinion of Godfrey & Kahn, S.C. regarding legality
     of the Common Stock being registered.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Godfrey & Kahn, S.C., included in
     Exhibit 5.

24   Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14398}]
{"company-data": {"conformed-name": "ADVANTAGE LEARNING SYSTEMS INC", "cik": "0001030484", "assigned-sic": "7372", "irs-number": "391559474", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53557", "film-number": "98631283"}, "business-address": {"street1": "2911 PEACH STREET", "city": "WISCONSIN RAPIDS", "state": "WI", "zip": "54495-8036", "phone": "7154243636"}, "mail-address": {"street1": "PO BOX 8361", "city": "WISCONSIN RAPIDS", "state": "WI", "zip": "54495"}}
As filed with the Securities and Exchange Commission on May 26, 1998
                                      Registration  No. 333-_____

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                            FORM S-8
    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                ADVANTAGE LEARNING SYSTEMS, INC.
     (Exact Name of Registrant as Specified in its Charter)

     Wisconsin                                   39-1559474
     (State of                                (I.R.S. Employer
   Incorporation)                              Identification
                                                   Number)

2911 Peach Street, Wisconsin Rapids, Wisconsin   54495-8036
   (Address of Principal Executive Offices)      (Zip Code)

    ADVANTAGE LEARNING SYSTEMS, INC. EMPLOYEE STOCK
                        PURCHASE PLAN                           

       Michael H. Baum, Chief Executive Officer
           Advantage Learning Systems, Inc.
                   2911 Peach Street
        Wisconsin Rapids, Wisconsin  54495-8036
        (Name and Address of Agent for Service)
                     (715) 424-3636
  (Telephone Number, including area code, of Agent for
                       Service)
                           
                       Copy to:
                           
                  Randall J. Erickson
                 Godfrey & Kahn, S.C.
                780 North Water Street
           Milwaukee, Wisconsin  53202-3590
                    (414) 273-3500

            CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------
                           
 Title of    Amount to      Proposed       Proposed      Amount of
securities       be         maximum         maximum     registration
  to be      registered  offering price    aggregate        fee
registered                per share (1)  offering price      (1)
                                             (1)
Common                                                      
Stock,        250,000        $33.00        $8,250,000     $2,500.00
$0.01 par
value

---------------------------------------------------------------------

(1) The registration fee was calculated pursuant to
Rule 457(c) and Rule 457(h)(1) under the Securities Act
of 1933, as amended (the "Securities Act").  The
registration fee is based on the average of the high
and low price of a share of Advantage Learning Systems,
Inc. common stock on May 21, 1998 on the Nasdaq
National Market, as reported in the Midwest Edition of
The Wall Street Journal on May 22, 1998.
PART II
                           
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                           
Item 3.   Incorporation of Documents by Reference.

     The following documents are incorporated by
     reference in this Registration Statement:

     (a)    The Registrant's Form 10-K for the year
       ended December 31, 1997;
     
     (b)    The Registrant's Form 10-Q for the quarter
       ended March 31, 1998; and
     
     (c)    The description of the Registrant's Common
       Stock contained in the Registrant's
       Registration Statement filed pursuant to
       Section 12 of the Securities Exchange Act of
       1934, as amended (the "Exchange Act"), and 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 offered have been sold or which deregisters
     all securities then remaining unsold, shall be
     deemed incorporated by reference in this
     Registration Statement and to be part hereof from
     the date of filing such documents.

Item 6.   Indemnification of Directors and Officers.

          Section 180.0851 of the Wisconsin Business
     Corporation Law (the "WBCL") requires a
     corporation to indemnify a director or officer, to
     the extent such person is successful on the merits
     or otherwise in the defense of a proceeding, for
     all reasonable expenses incurred in the
     proceeding, if such person was a party to such
     proceeding because he or she was a director or
     officer of the corporation.  In cases where a
     director or officer is not successful on the
     merits or otherwise in the defense of a
     proceeding, a corporation is required to indemnify
     a director or officer against liability incurred
     by the director or officer in a proceeding if such
     person was a party to such proceeding because he
     or she is a director or officer of the corporation
     unless it is determined that he or she breached or
     failed to perform a duty owed to the corporation
     and such breach or failure to perform constitutes:
     (i) a willful failure to deal fairly with the
     corporation or its shareholders in connection with
     a matter in which the director or officer has a
     material conflict of interest; (ii) a violation of
     criminal law, unless the director or officer had
     reasonable cause to believe his or her conduct was
     lawful or no reasonable cause to believe his or
     her conduct was unlawful; (iii) a transaction from
     which the director or officer derived an improper
     personal profit; or (iv) willful misconduct.
     
          Section 180.0858 of the WBCL provides that
     subject to certain limitations, the mandatory
     indemnification provisions do not preclude any
     additional right to indemnification or allowance
     of expenses that a director or officer may have
     under a corporation's articles of incorporation or
     by-laws, a written agreement between the director
     or officer and the corporation or a resolution of
     the board of directors or the shareholders.
     
          Unless otherwise provided in the articles of
     incorporation or by-laws, or by written agreement
     between the director or officer and the
     corporation, an officer or director seeking
     indemnification is entitled to indemnification if
     approved in any of the following manners as
     specified in Section 180.0855 of the WBCL:  (i) by
     majority vote of a disinterested quorum of the
     board of directors, or if such disinterested
     quorum cannot be obtained, by a majority vote of a
     committee of two or more disinterested directors;
     (ii) by independent legal counsel chosen by a
     quorum of disinterested directors or its committee
     (or if unable to obtain such a quorum or
     committee, by a majority vote of the full board of
     directors); (iii) by a panel of three arbitrators
     (one of which is chosen by a quorum of
     disinterested directors); (iv) by the vote of the
     shareholders; (v) by a court; or (vi) by any other
     method permitted in Section 180.0858 of the WBCL.
Reasonable expenses incurred by a director or
     officer who is a party to a proceeding may be
     reimbursed by a corporation, pursuant to Section
     180.0853 of the WBCL, at such time as the director
     or officer furnishes to the corporation written
     affirmation of his or her good faith that he or
     she has not breached or failed to perform his or
     her duties; and written confirmation to repay any
     amounts advanced if it is determined that
     indemnification by the corporation is not
     required.
     
          Section 180.0859 of the WBCL provides that it
     is the public policy of the State of Wisconsin to
     require or permit indemnification, allowance of
     expenses and insurance to the extent required or
     permitted under Sections 180.0850 to 180.0858 of
     the WBCL for any liability incurred in connection
     with any proceeding involving a federal or state
     statute, rule or regulation regulating the offer,
     sale or purchase of securities.
     
          As permitted by Section 180.0858, the
     Registrant has adopted indemnification provisions
     in its by-laws which closely track the statutory
     indemnification provisions with certain
     exceptions.  In particular, Section 7.1 of the
     Registrant's by-laws, among other items, provides
     that (i) an individual shall be indemnified unless
     it is proven by a final judicial adjudication that
     indemnification is prohibited and (ii) payment or
     reimbursement of expenses, subject to certain
     limitations, will be mandatory rather than
     permissive.  The Registrant has purchased
     directors' and officers' liability insurance which
     insures the Registrant's officers and directors
     against certain liabilities which may arise under
     the Securities Act.
     
Item 8.   Exhibits.

     4    Advantage Learning Systems, Inc. Employee
     Stock Purchase Plan.

     5    Opinion of Godfrey & Kahn, S.C. regarding
     legality of the Common Stock being registered.

     23.1 Consent of Arthur Andersen LLP.

     23.2 Consent of Godfrey & Kahn, S.C., included in
     Exhibit 5.

     24   Powers of Attorney.

Item 9.   Undertakings.*

     The Registrant hereby undertakes:

(a)  (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment
     to this Registration Statement 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.

     (2)  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.

     (3)  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.

(b)  (4)  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 offered therein, and the
     offering of such securities at that time shall be
     deemed to be the initial bona fide offering
     thereof.
(h)  (5)  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 provisions of Item
     6 of this Registration Statement, 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.

____________________

*Paragraphs correspond to Item 512 of Regulation S-K.
SIGNATURES

     Pursuant to the requirements of the Securities Act
of 1933, as amended, 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 Wisconsin Rapids, State of Wisconsin, on
May 26, 1998.

                              ADVANTAGE LEARNING
                              SYSTEMS, INC.
                              
                              By:/s/ Michael H. Baum
                                 ------------------------
                                 Michael H. Baum
                                 Chief Executive
                                 Officer

     Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by
the following persons in the capacities and on the
dates indicated.

/s/ Michael H. Baum                     Date:  May 26, 1998
--------------------------
Michael H. Baum
Chief Executive Officer 
and a Director (Principal 
Executive Officer)

/s/ Timothy Sherlock                    Date:  May 26, 1998
--------------------------
Timothy Sherlock
Secretary, Vice President 
and Chief Financial Officer 
(Principal Financial
and Accounting Officer)

Directors: Judith A. Paul, Terrance D. Paul, John R. Hickey, 
           Timothy P. Welch, Perry S. Akins and John H. Grunewald.

By:  /s/ Michael H. Baum                Date:  May 26, 1998
     -------------------------
     Michael H. Baum, as Attorney-in-Fact*

*Pursuant to authority granted by power of attorney,
copies of which are filed herewith.
EXHIBIT INDEX

Exhibits

4    Advantage Learning Systems, Inc. Employee Stock
     Purchase Plan.

5    Opinion of Godfrey & Kahn, S.C. regarding legality
     of the Common Stock being registered.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Godfrey & Kahn, S.C., included in
     Exhibit 5.

24   Powers of Attorney.