U.S. SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                              ----------------
                                  FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              ---------------


                        TRINITY LEARNING CORPORATION
           (Exact name of registrant as specified in its charter)
                              ---------------

     Utah                                                   73-0981865
(State of incorporation)                                 (I.R.S. Employer
                                                        Identification No.)

                            1831 Second Street
                        Berkeley, California  94710
                               (510) 540-9300
 (Address and telephone number of registrant's principal executive offices
                      and principal place of business)


                    Amended and Restated 2002 Stock Plan
                            (Full Title of Plan)

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

                              DOUGLAS D. COLE
                             1831 SECOND STREET
                        BERKELEY, CALIFORNIA  94710
                               (510) 540-9300
         (Name, Address and telephone number of agent for service)


                                 Copies to:
                             BRENT CHRISTENSEN
                          Parsons Behle & Latimer
                     201 South Main Street, Suite 1800
                        Salt Lake City, Utah  84111
                               (801) 532-1234

<Table>
-------------------------------------------------------------------------------------
                           Calculation of Registration Fee
-------------------------------------------------------------------------------------
<S>              <C>               <C>              <C>               <C>
Title of Each                                       Proposed
Class of         Amount            Proposed         Maximum           Amount of
Securities       To Be             Maximum Offering Aggregate         Registered
to be Registered Registered        Price Per Share  Offering Price    Fee
-------------------------------------------------------------------------------------
Common Stock,
No Par Value     6,500,000         $1.50            $9,750,000        $1,235.33
-------------------------------------------------------------------------------------
</Table>

The offering price per share for the selling security holders was estimated
solely for the purpose of calculating the registration fee pursuant to Rule
457 of Regulation C.   Pursuant to Rules 457(c) and (h) of the Securities
Act of 1933, as amended, the registration fee has been calculated based
upon an average bid and ask price of $1.50 per share as of February 3, 2004
on the Nasdaq OTC Bulletin Board.

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

Item 1.   Plan Information.

     The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees as specified by Securities and Exchange Commission Rule
428(b)(1).  Such documents need not be filed with the Securities and
Exchange Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.  These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II hereof, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities
Act of 1933.

Item 2.   Registrant Information and Employee Plan Annual Information.

     See response to Item 1. above.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

     (a)  Registrant's latest Annual Report on Form 10-KSB for the
transition period ending June 30, 2003, filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 ("Exchange Act");

     (b)  Registrant's Form 10-QSB for the three-month period ended
September 30, 2003;

     (c)  Registrant's Forms 8-K or 8-K/A filed on the following dates:
July 18, 2003; August 5, 8 and 20, 2003; September 16, 2003; November 18,
25 and 28, 2003; December 17, 2003; and January 6, 7, 12 and 16, 2004; and

     (e)  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 securities
offered have been sold or which deregistered all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of
such documents.

     Any statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or amended, to constitute a part of this Registration
Statement.

                                     2

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interest of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Our Amended and Restated Articles of Incorporation and our Bylaws
provide, among other things, that we have the power to indemnify our
officers and directors under certain circumstances.  We may in the future
enter into indemnification agreements with each of our executive officers
and directors pursuant to which we will agree to indemnify each such person
for all expenses and liabilities incurred by such person in connection with
any civil or criminal action brought against such person by reason of their
being an officer or director of our company.  In order to be entitled to
such indemnification, such person must have acted in good faith and in a
manner reasonably believed to be in or not opposed to our best interests
and, with respect to criminal actions, such person must have had no
reasonable cause to believe that his conduct was unlawful.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers or
controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable.

Item 7.   Exemption from Registration Claimed.

     Not applicable.


Item 8.   Exhibits.

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


Item 9.   Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (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

     (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)       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 Securities Exchange Act of 1934, as amended, (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.

(c)       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.
































                                     4

<PAGE>
                                 SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, we certify that we have reasonable grounds to believe that we meet
all of the requirements of filing on Form S-8 and have authorized this
registration statement to be signed on our behalf by the undersigned, in
the city of Oakland, California, on February 4, 2004.

                                   TRINITY LEARNING CORPORATION
                                   A Utah Corporation

                                   By: /s/ Douglas D. Cole
                                   --------------------------------------
                                        Douglas D. Cole
                                   Its: Chief Executive Officer

                             POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Douglas D. Cole and Edward P. Mooney
and each of them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration
Statement on Form S-8 and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that each of said attorneys-in-fact and agents or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on
February 4, 2004 in the capacities indicated:

          Signature                          Title
          ---------                          -----
/s/ Douglas D. Cole             Chief Executive Officer and Director
----------------------------
DOUGLAS D. COLE

/s/ Edward P. Mooney            President and Director
----------------------------
EDWARD P. MOONEY

/s/ Christine Larson            Chief Financial Officer
----------------------------
CHRISTINE LARSON

/s/ William Jobe                Director
----------------------------
WILLIAM JOBE

/s/ Arthur Kidson               Director
----------------------------
ARTHUR KIDSON

/s/ Martin Steynberg            Director
----------------------------
MARTIN STEYNBERG

/s/ Richard Thau                Director
----------------------------
RICHARD THAU
                                     5

                               EXHIBIT INDEX

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

4.1              Trinity Learning Corporation Amended and Restated 2002
                 Stock Option Plan
5.1              Opinion of Parsons Behle & Latimer
15.1             Inapplicable
23.1             See Exhibit 5.1
23.3             Consent of Bierwolf, Nilson & Associates
24.1             Power of Attorney (see signature page)

















































                                     6
[{"type": "S-8", "sequence": "1", "filename": "ttyls8.txt", "description": "FORM S-8 REGISTRATION OF AMENDED AND RESTATED 2002 STOCK PLAN", "secsgml_size_bytes": 13627}]
{"company-data": {"conformed-name": "TRINITY LEARNING CORP", "cik": "0000101704", "assigned-sic": "8200", "irs-number": "730981865", "state-of-incorporation": "UT", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112594", "film-number": "04575134"}, "business-address": {"street1": "2526 DURANT AVENUE", "street2": "NONE", "city": "BERKELEY", "state": "CA", "zip": "94704", "phone": "510-540-9300"}, "mail-address": {"street1": "2526 DURANT AVENUE", "street2": "NONE", "city": "BERKELEY", "state": "CA", "zip": "94704"}, "former-company": [{"former-conformed-name": "TRINITY COMPANIES INC", "date-changed": "20021028"}, {"former-conformed-name": "TRINITY COS INC", "date-changed": "20020520"}, {"former-conformed-name": "HABERSHAM ENERGY CO", "date-changed": "19920703"}]}
U.S. SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                              ----------------
                                  FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              ---------------

                        TRINITY LEARNING CORPORATION
           (Exact name of registrant as specified in its charter)
                              ---------------

     Utah                                                   73-0981865
(State of incorporation)                                 (I.R.S. Employer
                                                        Identification No.)

                            1831 Second Street
                        Berkeley, California  94710
                               (510) 540-9300
 (Address and telephone number of registrant's principal executive offices
                      and principal place of business)

                    Amended and Restated 2002 Stock Plan
                            (Full Title of Plan)

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

                              DOUGLAS D. COLE
                             1831 SECOND STREET
                        BERKELEY, CALIFORNIA  94710
                               (510) 540-9300
         (Name, Address and telephone number of agent for service)

                                 Copies to:
                             BRENT CHRISTENSEN
                          Parsons Behle & Latimer
                     201 South Main Street, Suite 1800
                        Salt Lake City, Utah  84111
                               (801) 532-1234

-------------------------------------------------------------------------------------
                           Calculation of Registration Fee
-------------------------------------------------------------------------------------
Title of Each                                       Proposed
Class of         Amount            Proposed         Maximum           Amount of
Securities       To Be             Maximum Offering Aggregate         Registered
to be Registered Registered        Price Per Share  Offering Price    Fee
-------------------------------------------------------------------------------------
Common Stock,
No Par Value     6,500,000         $1.50            $9,750,000        $1,235.33
-------------------------------------------------------------------------------------
The offering price per share for the selling security holders was estimated
solely for the purpose of calculating the registration fee pursuant to Rule
457 of Regulation C.   Pursuant to Rules 457(c) and (h) of the Securities
Act of 1933, as amended, the registration fee has been calculated based
upon an average bid and ask price of $1.50 per share as of February 3, 2004
on the Nasdaq OTC Bulletin Board.

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

Item 1.   Plan Information.

     The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees as specified by Securities and Exchange Commission Rule
428(b)(1).  Such documents need not be filed with the Securities and
Exchange Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.  These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II hereof, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities
Act of 1933.

Item 2.   Registrant Information and Employee Plan Annual Information.

     See response to Item 1. above.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

     (a)  Registrant's latest Annual Report on Form 10-KSB for the
transition period ending June 30, 2003, filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 ("Exchange Act");

     (b)  Registrant's Form 10-QSB for the three-month period ended
September 30, 2003;

     (c)  Registrant's Forms 8-K or 8-K/A filed on the following dates:
July 18, 2003; August 5, 8 and 20, 2003; September 16, 2003; November 18,
25 and 28, 2003; December 17, 2003; and January 6, 7, 12 and 16, 2004; and

     (e)  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 securities
offered have been sold or which deregistered all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of
such documents.

     Any statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or amended, to constitute a part of this Registration
Statement.

                                     2

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interest of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Our Amended and Restated Articles of Incorporation and our Bylaws
provide, among other things, that we have the power to indemnify our
officers and directors under certain circumstances.  We may in the future
enter into indemnification agreements with each of our executive officers
and directors pursuant to which we will agree to indemnify each such person
for all expenses and liabilities incurred by such person in connection with
any civil or criminal action brought against such person by reason of their
being an officer or director of our company.  In order to be entitled to
such indemnification, such person must have acted in good faith and in a
manner reasonably believed to be in or not opposed to our best interests
and, with respect to criminal actions, such person must have had no
reasonable cause to believe that his conduct was unlawful.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers or
controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

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

Item 9.   Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (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

     (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)       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 Securities Exchange Act of 1934, as amended, (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.

(c)       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.

                                     4
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, we certify that we have reasonable grounds to believe that we meet
all of the requirements of filing on Form S-8 and have authorized this
registration statement to be signed on our behalf by the undersigned, in
the city of Oakland, California, on February 4, 2004.

                                   TRINITY LEARNING CORPORATION
                                   A Utah Corporation

                                   By: /s/ Douglas D. Cole
                                   --------------------------------------
                                        Douglas D. Cole
                                   Its: Chief Executive Officer

                             POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Douglas D. Cole and Edward P. Mooney
and each of them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration
Statement on Form S-8 and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that each of said attorneys-in-fact and agents or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on
February 4, 2004 in the capacities indicated:

          Signature                          Title
          ---------                          -----
/s/ Douglas D. Cole             Chief Executive Officer and Director
----------------------------
DOUGLAS D. COLE

/s/ Edward P. Mooney            President and Director
----------------------------
EDWARD P. MOONEY

/s/ Christine Larson            Chief Financial Officer
----------------------------
CHRISTINE LARSON

/s/ William Jobe                Director
----------------------------
WILLIAM JOBE

/s/ Arthur Kidson               Director
----------------------------
ARTHUR KIDSON

/s/ Martin Steynberg            Director
----------------------------
MARTIN STEYNBERG

/s/ Richard Thau                Director
----------------------------
RICHARD THAU
                                     5

                               EXHIBIT INDEX

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

4.1              Trinity Learning Corporation Amended and Restated 2002
                 Stock Option Plan
5.1              Opinion of Parsons Behle & Latimer
15.1             Inapplicable
23.1             See Exhibit 5.1
23.3             Consent of Bierwolf, Nilson & Associates
24.1             Power of Attorney (see signature page)

                                     6