content: <PAGE>
  
                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004
  
                                    FORM 8-K
                    CURRENT REPORT PURSUANT TO SECTION 13 OF
                       THE SECURITIES EXCHANGE ACT OF 1934
  
         Date of Report (Date of earliest event reported):  April 19, 2001
  
                               E-STAMP CORPORATION
             (Exact name of Registrant as specified in its charter)
  
            Delaware                       0-27417                76-0518568
  (State or other jurisdiction of  (Commission File Number)     (I.R.S. Employer
  incorporation or organization)                            Identification Number)
  
  
                               2051 Stierlin Court
                             Mountain View, CA 94043
                    (Address of principal executive offices)
  
                                 (650)  919-7500
              (Registrant's telephone number, including area code)
  <PAGE>
  
  Item 5.  Other Events
           ------------
  
           On April 19, 2001, the Registrant entered into an Agreement and Plan of
  Merger (the "Merger Agreement") by and among the Registrant and Learn2.com, Inc.
  ("Learn2").   Pursuant to the Merger Agreement (attached hereto as Exhibit 2.1),
  the Registrant will merge with Learn2, and the Registrant will be the surviving
  company (the "Merger").  The description of the transactions contemplated by the
  Merger Agreement contained in this Item 5 is qualified in its entirety by
  reference to the full text of the Merger Agreement.
  
           On the effective date of the Merger, each share of Learn2 common stock
  outstanding immediately prior to the consummation of the Merger will
  automatically be converted into the right to receive a number of shares of
  common stock of the Registrant such that the stockholders of the Registrant
  immediately prior to the Merger will own approximately 50.1% of the outstanding
  stock of the combined company while the stockholders of Learn2 immediately prior
  to the Merger, including Learn2's current convertible debenture holder, will own
  approximately 49.9%.  The foregoing figures do not include the potential impact
  of certain outstanding stock options and warrants of the Registrant and Learn2.
  Options and warrants to purchase Learn2 capital stock outstanding at the
  effective time of the Merger will be assumed by the Registrant.
  
           Learn2's debenture holder has agreed that, prior to the completion of
  the Merger, the debenture will be retired through the exchange of the debenture
  for shares of common stock of Learn2 and the payment of $1,000,000.00 to the
  debenture holder at the closing of the Merger.  Consummation of the retirement
  of the debenture is subject to the Merger occuring by September 30, 2001 and
  other customary closing conditions.  We cannot assure you that the Merger will
  be completed by September 30, 2001 or that other closing conditions of the
  retirement of the debenture will be met.  By virtue of the Merger, Learn2's
  debenture holder will own 16.6% of the outstanding common stock of the combined
  company.
  
           We anticipate the closing of the Merger will occur in the third quarter
  of 2001.  Consummation of the merger is conditioned upon obtaining approval of
  the Learn2 stockholders as well as the stockholders of the Registrant, the
  Registrant having a minimum net cash position at closing and other customary
  closing conditions. We cannot assure you that the necessary stockholder
  approvals will be obtained.  Nor can we assure you that the other closing
  conditions, including the minimum net cash condition with respect to the
  Registrant, will be met.
  
           Certain directors, executive officers and affiliates of Registrant and
  Learn2 have entered into voting agreements whereby they have agreed to vote
  their shares of capital stock of Learn2 and the Registrant in favor of the
  Merger.  The form of the E-Stamp Voting Agreement is attached hereto as Exhibit
  99.1.  The form of the Learn2 Voting Agreement is attached hereto as Exhibit
  99.2.
  
           On April 25, 2001, the Registrant funded a loan to Learn2 in the amount
  of $2,000,000.00 pursuant to a convertible promissory note which is attached
  hereto as Exhibit 99.3. The note is convertible into Series E preferred stock
  of Learn2, with the rights, privileges and preferences contained in the related
  Certificate of Designations, Preferences and Rights of Series E preferred stock
  of Learn2 filed by Learn2 with the Secretary of State of the State of Delaware
  on April 23, 2001 (attached hereto as Exhibit 99.4).
  
           This document contains forward-looking statements within the meaning
  of Section 27A of the Securities and Exchange Act of 1933, as amended, and
  Section 21E of the Securities Exchange Act of 1934, as amended. Actual results
  may differ materially from those projected in the forward-looking statements
  as a result of the risk factors set forth in the Registrant's Forms 10-K and
  10-Q reports as well as Learn2's Form 10-K and 10-Q reports.
  <PAGE>
  
       Item 7.  Financial Statements and Exhibits.
  
         2.1    Agreement and Plan of Merger by and among E-Stamp Corporation
                and Learn2.com, Inc., dated as of April 19, 2001.
  
        99.1    E-Stamp Voting Agreement
  
        99.2    Learn2 Voting Agreement
  
        99.3    Convertible Promissory Note
  
        99.4    Certificate of Designations
  <PAGE>
  
                                   SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  Dated: May 2, 2001           E-STAMP CORPORATION
  
                               By:   /s/  Edward Malysz
                                     ------------------
                                     Edward Malysz
                                     Vice President and
                                     General Counsel
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text: SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004
  
                                    FORM 8-K
                    CURRENT REPORT PURSUANT TO SECTION 13 OF
                       THE SECURITIES EXCHANGE ACT OF 1934
  
         Date of Report (Date of earliest event reported):  April 19, 2001
  
                               E-STAMP CORPORATION
             (Exact name of Registrant as specified in its charter)
  
            Delaware                       0-27417                76-0518568
  (State or other jurisdiction of  (Commission File Number)     (I.R.S. Employer
  incorporation or organization)                            Identification Number)
  
                               2051 Stierlin Court
                             Mountain View, CA 94043
                    (Address of principal executive offices)
  
                                 (650)  919-7500
              (Registrant's telephone number, including area code)
  Item 5.  Other Events
           ------------
  
           On April 19, 2001, the Registrant entered into an Agreement and Plan of
  Merger (the "Merger Agreement") by and among the Registrant and Learn2.com, Inc.
  ("Learn2").   Pursuant to the Merger Agreement (attached hereto as Exhibit 2.1),
  the Registrant will merge with Learn2, and the Registrant will be the surviving
  company (the "Merger").  The description of the transactions contemplated by the
  Merger Agreement contained in this Item 5 is qualified in its entirety by
  reference to the full text of the Merger Agreement.
  
           On the effective date of the Merger, each share of Learn2 common stock
  outstanding immediately prior to the consummation of the Merger will
  automatically be converted into the right to receive a number of shares of
  common stock of the Registrant such that the stockholders of the Registrant
  immediately prior to the Merger will own approximately 50.1% of the outstanding
  stock of the combined company while the stockholders of Learn2 immediately prior
  to the Merger, including Learn2's current convertible debenture holder, will own
  approximately 49.9%.  The foregoing figures do not include the potential impact
  of certain outstanding stock options and warrants of the Registrant and Learn2.
  Options and warrants to purchase Learn2 capital stock outstanding at the
  effective time of the Merger will be assumed by the Registrant.
  
           Learn2's debenture holder has agreed that, prior to the completion of
  the Merger, the debenture will be retired through the exchange of the debenture
  for shares of common stock of Learn2 and the payment of $1,000,000.00 to the
  debenture holder at the closing of the Merger.  Consummation of the retirement
  of the debenture is subject to the Merger occuring by September 30, 2001 and
  other customary closing conditions.  We cannot assure you that the Merger will
  be completed by September 30, 2001 or that other closing conditions of the
  retirement of the debenture will be met.  By virtue of the Merger, Learn2's
  debenture holder will own 16.6% of the outstanding common stock of the combined
  company.
  
           We anticipate the closing of the Merger will occur in the third quarter
  of 2001.  Consummation of the merger is conditioned upon obtaining approval of
  the Learn2 stockholders as well as the stockholders of the Registrant, the
  Registrant having a minimum net cash position at closing and other customary
  closing conditions. We cannot assure you that the necessary stockholder
  approvals will be obtained.  Nor can we assure you that the other closing
  conditions, including the minimum net cash condition with respect to the
  Registrant, will be met.
  
           Certain directors, executive officers and affiliates of Registrant and
  Learn2 have entered into voting agreements whereby they have agreed to vote
  their shares of capital stock of Learn2 and the Registrant in favor of the
  Merger.  The form of the E-Stamp Voting Agreement is attached hereto as Exhibit
  99.1.  The form of the Learn2 Voting Agreement is attached hereto as Exhibit
  99.2.
  
           On April 25, 2001, the Registrant funded a loan to Learn2 in the amount
  of $2,000,000.00 pursuant to a convertible promissory note which is attached
  hereto as Exhibit 99.3. The note is convertible into Series E preferred stock
  of Learn2, with the rights, privileges and preferences contained in the related
  Certificate of Designations, Preferences and Rights of Series E preferred stock
  of Learn2 filed by Learn2 with the Secretary of State of the State of Delaware
  on April 23, 2001 (attached hereto as Exhibit 99.4).
  
           This document contains forward-looking statements within the meaning
  of Section 27A of the Securities and Exchange Act of 1933, as amended, and
  Section 21E of the Securities Exchange Act of 1934, as amended. Actual results
  may differ materially from those projected in the forward-looking statements
  as a result of the risk factors set forth in the Registrant's Forms 10-K and
  10-Q reports as well as Learn2's Form 10-K and 10-Q reports.
  Item 7.  Financial Statements and Exhibits.
  
         2.1    Agreement and Plan of Merger by and among E-Stamp Corporation
                and Learn2.com, Inc., dated as of April 19, 2001.
  
        99.1    E-Stamp Voting Agreement
  
        99.2    Learn2 Voting Agreement
  
        99.3    Convertible Promissory Note
  
        99.4    Certificate of Designations
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  Dated: May 2, 2001           E-STAMP CORPORATION
  
                               By:   /s/  Edward Malysz
                                     ------------------
                                     Edward Malysz
                                     Vice President and
                                     General Counsel