SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20579

                                   FORM 8-K
                                 CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported) November 30, 1995

                           SOFTKEY INTERNATIONAL INC.
                                                                           
             (Exact name of registrant as specified in its charter)

        DELAWARE               0-13069                  94-2562108
     (State or other          (Commission              (IRS Employer      
     jurisdiction of          File Number)             Identification No.)
     incorporation)

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

                              (617) 494 - 1200
         Registrant's telephone number, including area code:

                                   N/A
                                                                           
     (Former name or former address, if changed since last report)

                             Total Number of Pages 
                         Exhibit Index Appears on Page 


          Item 2.   Disposition or Acquisition of Assets.

          (a)  (i)  Acquisition of The Learning Company.  Pursuant
          to the terms of the previously reported SoftKey/TLC
          Agreement and Plan of Merger dated December 6, 1995 (the
          "TLC Merger Agreement") among SoftKey International Inc.
          (the "Company"), Kidsco Inc., a Delaware corporation and
          a wholly owned subsidiary of the Company ("Kidsco"), and
          The Learning Company, a Delaware corporation ("TLC"), on
          December 22, 1995, Kidsco accepted for purchase 7,686,833
          shares of common stock, par value $.001 per share, of TLC
          ("TLC Common Stock"), together with the associated
          preferred stock purchase rights, at a purchase price of
          $67.50 per share (and associated right), pursuant to
          Kidsco's tender offer (the "Offer") for all outstanding
          shares of TLC.

                    In addition, pursuant to the terms of the TLC
          Merger Agreement, on December 27, 1995, Kidsco merged
          with and into TLC (the "TLC Merger"), with TLC surviving
          the TLC Merger (the "TLC Surviving Corporation").  At the
          effective time of the TLC Merger (the "TLC Effective
          Time"), the separate existence of Kidsco ceased, and TLC
          became a wholly owned subsidiary of the Company.  At the
          TLC Effective Time; (a) each share of TLC Common Stock
          (and associated right) outstanding immediately prior
          thereto (other than shares and associated rights held by
          the Company or Kidsco and other than shares and
          associated rights as to which dissenters' rights were or
          will be properly asserted under the Delaware General
          Corporation Law) was converted into the right to receive
          $67.50, without interest thereon; and (b) each share of
          common stock, par value $.01 per share, of Kidsco
          outstanding immediately prior thereto was converted into
          one share of common stock of the TLC Surviving
          Corporation.  In the TLC Merger, all options ("TLC
          Options") to purchase TLC Common Stock issued under TLC's
          1986 Stock Option Plan or Incentive Stock Option,
          Nonqualified Stock Option and Restricted Stock Purchase
          Plan-1990, as amended, outstanding immediately prior to
          the TLC Effective Time were assumed by the Company,
          except that each holder of a TLC Option which was vested
          and exercisable as of December 21, 1995 was provided with
          the opportunity to elect to receive, in exchange for each
          such vested and exercisable TLC Option, an amount in cash
          equal to the product of (i) the excess of $67.50 over the
          exercise price thereof and (ii) the number of shares of
          TLC Common Stock subject thereto.

               Kidsco obtained the funds necessary to consummate
          the Offer and TLC Merger through capital contributions or
          advances made by the Company.  The Company obtained the
          funds for such capital contributions or advances out of
          its current assets, including proceeds (a) from the
          recent private offering of $350,000,000 of 5 1/2% Senior
          Convertible Notes Due 2000, (b) from a recent equity
          offering and (c) from the proceeds of the sale of the
          Notes (as defined herein) to Tribune Company ("Tribune").

               The foregoing description of the terms and
          provisions of the TLC Merger Agreement is qualified in
          its entirety by reference to the TLC Merger Agreement,
          together with the respective exhibits thereto, filed as
          Exhibit 2.2 to the Current Report on Form 8-K of the
          Company filed with the Securities and Exchange Commission
          on December 11, 1995 (the "Form 8-K") and hereby
          incorporated by reference herein.

               (ii) Acquisition of Compton's NewMedia, Inc. and
          Compton's Learning Company.  Pursuant to the terms of the
          previously reported Agreement and Plan of Merger (the
          "Compton's Merger Agreement"), dated as of November 30,
          1995, by and among the Company, Cubsco I Inc., a
          California corporation and a wholly owned subsidiary of
          the Company ("Cubsco I"), Cubsco II Inc., a Delaware
          corporation and a wholly owned subsidiary of the Company
          ("Cubsco II"), Tribune, Compton's NewMedia, Inc., a
          California corporation and a wholly owned subsidiary of
          Tribune ("CNI"), and Compton's Learning Company, a
          Delaware corporation and a wholly owned subsidiary of
          Tribune ("CLC"), on December 28, 1995, Cubsco I merged
          with and into CNI (the "CNI Merger") with CNI surviving
          the CNI Merger (the "CNI Surviving Corporation"), and
          Cubsco II merged with and into CLC (the "CLC Merger"),
          with CLC surviving the CLC Merger (the "CLC Surviving
          Corporation").  At the effective time of the CNI Merger
          (the "CNI Effective Time"), the separate existence of
          Cubsco I ceased, and CNI became a wholly owned subsidiary
          of the Company.  At the CNI Effective Time:  (a) each
          share of common stock of CNI outstanding immediately
          prior thereto was converted into the right to receive
          3.7344888 shares of common stock, par value $.01 per
          share, of the Company ("SoftKey Common Stock"); and (b)
          each share of common stock, par value $.01 per share, of
          Cubsco I outstanding immediately prior thereto was
          converted into one share of common stock of the CNI
          Surviving Corporation.  At the effective time of the CLC
          Merger (the "CLC Effective Time"), the separate existence
          of Cubsco II ceased, and CLC became a wholly owned
          subsidiary of the Company.  At the CLC Effective Time: 
          (a) each share of common stock, par value $1.00 per
          share, of CLC outstanding immediately prior thereto was
          converted into the right to receive 83.862 shares of
          SoftKey Common Stock; and (b) each share of common stock,
          par value $.01 per share, of Cubsco II outstanding
          immediately prior thereto was converted into one share of
          common stock of the CLC Surviving Corporation.

               The foregoing description of the terms and
          provisions of the Compton's Merger Agreement is qualified
          in its entirety by reference to the Compton's Merger
          Agreement, together with the respective exhibits thereto,
          filed as Exhibit 2.1 hereto the Form 8-K and hereby
          incorporated by reference herein.

               In connection with the CNI Merger and CLC Merger,
          the Company issued 587,036 additional shares of SoftKey
          Common Stock to Tribune in cancellation of $14 million of
          intercompany debt and executed a promissory note to
          Tribune for $3 million of intercompany debt.

          (b)       Assets constituting plant, equipment or other
          physical property acquired by the Company in the TLC
          Merger, the CNI Merger and the CLC Merger were used by
          TLC, CNI and CLC, respectively in the development,
          marketing and sale of software products for use on
          personal computers.  The Company currently intends to use
          these assets in the same manner in which they were used
          prior to the Company's acquisitions of TLC, CNI and CLC,
          respectfully.


          Item 5.  Other Events.

                    Pursuant to the terms of the previously reported
          Securities Purchase Agreement (the "Securities Purchase
          Agreement") dated November 30, 1995 between the Company
          and Tribune on December 22, 1995, Tribune purchased the
          $150,000,000 principal amount of 5 1/2% Senior
          Convertible/Exchangeable Notes due 2000 of the Company.

                    The foregoing description of the terms and
          provisions of the Securities Purchase Agreement is
          qualified in its entirety by reference to the Securities
          Purchase Agreement, together with the respective exhibits
          thereto, filed as Exhibit 4.1 to the Form 8-K and hereby
          incorporated by reference herein.

                    Also, on November 30, 1995, the Board of
          Directors of the Company adopted a resolution clarifying
          the Company's policy as in effect since January 24, 1994
          that the Company's fiscal year for financial reporting
          purposes is the 52 or 53 week period ending on or after
          December 31 of each year.


          Item 7.   Financial Statement, Pro Forma Financial
                    Information and Exhibits.

          (a)       The information contained in pages 43 through
                    60, inclusive, of the Annual Report on Form 10-
                    K of The Learning Company, SEC file number 0-
                    20076, filed with the SEC on September 25, 1995
                    and in pages 3 through 9, inclusive, of the
                    Quarterly Report on Form 10-Q of The Learning
                    Company, SEC file number 0-20076, filed with
                    the SEC on November 14, 1995 is hereby
                    incorporated by reference herein.  It is
                    impracticable to provide the required financial
                    statements for CNI and CLC on the date hereof. 
                    Accordingly, the required financial statements
                    will be filed as an amendment to this Current
                    Report on Form 8-K as soon as practicable, but
                    not later than March 12, 1996 (60 days after
                    this Current Report on Form 8-K must be filed).

          (b)       The information contained in Appendix I to
                    Exhibit (a)(38) to Amendment No. 19 to the
                    Tender Offer Statement on Schedule 14D-1 of
                    SoftKey International Inc. and Kidsco Inc.,
                    filed with the SEC on December 4, 1995, is
                    hereby incorporated by reference herein. 

          (c)       Exhibits.

          Exhibit No.              Description

               2.1       SoftKey/TLC Agreement and Plan of Merger
                         dated December 6, 1995 among SoftKey 
                         International Inc., Kidsco Inc. and
                         The Learning Company*

               2.2       Agreement and Plan of Merger, dated as of
                         November 30, 1995, by and among SoftKey
                         International Inc., Cubsco I Inc., Cubsco
                         II Inc., Tribune Company, Compton's
                         NewMedia, Inc. and Compton's Learning
                         Company.*

               4.1       Securities Purchase Agreement dated as of
                         November 30, 1995 between SoftKey
                         International Inc. and Tribune Company*

              99.1       Form of Press Release issued by SoftKey
                         International Inc. dated December 22, 1995

              99.2       Form of Press Release issued by SoftKey
                         International Inc. dated December 28, 1995

              99.3       Pages 43 through 60, inclusive, of the
                         Annual Report on Form 10-K of The Learning
                         Company, SEC file number 0-20076, filed
                         with the SEC on September 25, 1995**

              99.4       Pages 3 through 9, inclusive, of the
                         Quarterly Report on Form 10-Q of The
                         Learning Company, SEC file number 0-20076,
                         filed with the SEC on November 14, 1995**

              99.5       Appendix I to Exhibit (a)(38) to Amendment
                         No. 19 to the Tender Offer Statement on
                         Schedule 14D-1 of SoftKey International
                         Inc. and Kidsco Inc., filed with the SEC
                         on December 4, 1995**


          *    Incorporated by reference to exhibits filed with the
               Company's Current Report on Form 8-K filed December
               11, 1995.

          **   Incorporated by reference herein.


                                  SIGNATURES

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, as amended, the Registrant has duly
          caused this report to be signed on its behalf by the
          undersigned hereunto duly authorized.

                                   SOFTKEY INTERNATIONAL INC.

                                   By:/s/ Neal S. Winneg     
                                      Neal S. Winneg
                                      Vice President

          December 29, 1995



                                   Exhibit Index

          Exhibit                                          Sequential
          No.          Description                         Page No.  

          2.2          SoftKey/TLC Agreement and Plan of
                       Merger dated December 6, 1995 among
                       SoftKey International Inc., Kidsco
                       Inc. and The Learning Company*

          4.1          Securities Purchase Agreement dated
                       as of November 30, 1995 between
                       SoftKey International Inc. and
                       Tribune Company*
          99.1         Form of Press Release issued by
                       SoftKey International Inc. dated
                       December 22, 1995

          99.2         Form of Press Release issued by
                       SoftKey International Inc. dated
                       December 28, 1995
          99.3         Pages 43 through 60, inclusive, of
                       the Annual Report on Form 10-K of
                       The Learning Company, SEC file
                       number 0-20076, filed with the SEC
                       on September 25, 1995**

          99.4         Pages 3 through 9, inclusive, of
                       the Quarterly Report on Form 10-Q
                       of The Learning Company, SEC file
                       number 0-20076, filed with the SEC
                       on November 14, 1995**

          99.5         Appendix I to Exhibit (a)(38) to
                       Amendment No. 19 to the Tender
                       Offer Statement on Schedule 14D-1
                       of SoftKey International Inc. and
                       Kidsco Inc., filed with the SEC on
                       December 4, 1995**

          *    Incorporated by reference to exhibits filed with the
               Company's Current Report on Form 8-K filed December 11,
               1995.

          **   Incorporated by reference herein.
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SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20579

                                   FORM 8-K
                                 CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported) November 30, 1995

                           SOFTKEY INTERNATIONAL INC.
                                                                           
             (Exact name of registrant as specified in its charter)

        DELAWARE               0-13069                  94-2562108
     (State or other          (Commission              (IRS Employer      
     jurisdiction of          File Number)             Identification No.)
     incorporation)

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

                              (617) 494 - 1200
         Registrant's telephone number, including area code:

                                   N/A
                                                                           
     (Former name or former address, if changed since last report)

                             Total Number of Pages 
                         Exhibit Index Appears on Page 

          Item 2.   Disposition or Acquisition of Assets.

          (a)  (i)  Acquisition of The Learning Company.  Pursuant
          to the terms of the previously reported SoftKey/TLC
          Agreement and Plan of Merger dated December 6, 1995 (the
          "TLC Merger Agreement") among SoftKey International Inc.
          (the "Company"), Kidsco Inc., a Delaware corporation and
          a wholly owned subsidiary of the Company ("Kidsco"), and
          The Learning Company, a Delaware corporation ("TLC"), on
          December 22, 1995, Kidsco accepted for purchase 7,686,833
          shares of common stock, par value $.001 per share, of TLC
          ("TLC Common Stock"), together with the associated
          preferred stock purchase rights, at a purchase price of
          $67.50 per share (and associated right), pursuant to
          Kidsco's tender offer (the "Offer") for all outstanding
          shares of TLC.

                    In addition, pursuant to the terms of the TLC
          Merger Agreement, on December 27, 1995, Kidsco merged
          with and into TLC (the "TLC Merger"), with TLC surviving
          the TLC Merger (the "TLC Surviving Corporation").  At the
          effective time of the TLC Merger (the "TLC Effective
          Time"), the separate existence of Kidsco ceased, and TLC
          became a wholly owned subsidiary of the Company.  At the
          TLC Effective Time; (a) each share of TLC Common Stock
          (and associated right) outstanding immediately prior
          thereto (other than shares and associated rights held by
          the Company or Kidsco and other than shares and
          associated rights as to which dissenters' rights were or
          will be properly asserted under the Delaware General
          Corporation Law) was converted into the right to receive
          $67.50, without interest thereon; and (b) each share of
          common stock, par value $.01 per share, of Kidsco
          outstanding immediately prior thereto was converted into
          one share of common stock of the TLC Surviving
          Corporation.  In the TLC Merger, all options ("TLC
          Options") to purchase TLC Common Stock issued under TLC's
          1986 Stock Option Plan or Incentive Stock Option,
          Nonqualified Stock Option and Restricted Stock Purchase
          Plan-1990, as amended, outstanding immediately prior to
          the TLC Effective Time were assumed by the Company,
          except that each holder of a TLC Option which was vested
          and exercisable as of December 21, 1995 was provided with
          the opportunity to elect to receive, in exchange for each
          such vested and exercisable TLC Option, an amount in cash
          equal to the product of (i) the excess of $67.50 over the
          exercise price thereof and (ii) the number of shares of
          TLC Common Stock subject thereto.

               Kidsco obtained the funds necessary to consummate
          the Offer and TLC Merger through capital contributions or
          advances made by the Company.  The Company obtained the
          funds for such capital contributions or advances out of
          its current assets, including proceeds (a) from the
          recent private offering of $350,000,000 of 5 1/2% Senior
          Convertible Notes Due 2000, (b) from a recent equity
          offering and (c) from the proceeds of the sale of the
          Notes (as defined herein) to Tribune Company ("Tribune").

               The foregoing description of the terms and
          provisions of the TLC Merger Agreement is qualified in
          its entirety by reference to the TLC Merger Agreement,
          together with the respective exhibits thereto, filed as
          Exhibit 2.2 to the Current Report on Form 8-K of the
          Company filed with the Securities and Exchange Commission
          on December 11, 1995 (the "Form 8-K") and hereby
          incorporated by reference herein.

               (ii) Acquisition of Compton's NewMedia, Inc. and
          Compton's Learning Company.  Pursuant to the terms of the
          previously reported Agreement and Plan of Merger (the
          "Compton's Merger Agreement"), dated as of November 30,
          1995, by and among the Company, Cubsco I Inc., a
          California corporation and a wholly owned subsidiary of
          the Company ("Cubsco I"), Cubsco II Inc., a Delaware
          corporation and a wholly owned subsidiary of the Company
          ("Cubsco II"), Tribune, Compton's NewMedia, Inc., a
          California corporation and a wholly owned subsidiary of
          Tribune ("CNI"), and Compton's Learning Company, a
          Delaware corporation and a wholly owned subsidiary of
          Tribune ("CLC"), on December 28, 1995, Cubsco I merged
          with and into CNI (the "CNI Merger") with CNI surviving
          the CNI Merger (the "CNI Surviving Corporation"), and
          Cubsco II merged with and into CLC (the "CLC Merger"),
          with CLC surviving the CLC Merger (the "CLC Surviving
          Corporation").  At the effective time of the CNI Merger
          (the "CNI Effective Time"), the separate existence of
          Cubsco I ceased, and CNI became a wholly owned subsidiary
          of the Company.  At the CNI Effective Time:  (a) each
          share of common stock of CNI outstanding immediately
          prior thereto was converted into the right to receive
          3.7344888 shares of common stock, par value $.01 per
          share, of the Company ("SoftKey Common Stock"); and (b)
          each share of common stock, par value $.01 per share, of
          Cubsco I outstanding immediately prior thereto was
          converted into one share of common stock of the CNI
          Surviving Corporation.  At the effective time of the CLC
          Merger (the "CLC Effective Time"), the separate existence
          of Cubsco II ceased, and CLC became a wholly owned
          subsidiary of the Company.  At the CLC Effective Time: 
          (a) each share of common stock, par value $1.00 per
          share, of CLC outstanding immediately prior thereto was
          converted into the right to receive 83.862 shares of
          SoftKey Common Stock; and (b) each share of common stock,
          par value $.01 per share, of Cubsco II outstanding
          immediately prior thereto was converted into one share of
          common stock of the CLC Surviving Corporation.

               The foregoing description of the terms and
          provisions of the Compton's Merger Agreement is qualified
          in its entirety by reference to the Compton's Merger
          Agreement, together with the respective exhibits thereto,
          filed as Exhibit 2.1 hereto the Form 8-K and hereby
          incorporated by reference herein.

               In connection with the CNI Merger and CLC Merger,
          the Company issued 587,036 additional shares of SoftKey
          Common Stock to Tribune in cancellation of $14 million of
          intercompany debt and executed a promissory note to
          Tribune for $3 million of intercompany debt.

          (b)       Assets constituting plant, equipment or other
          physical property acquired by the Company in the TLC
          Merger, the CNI Merger and the CLC Merger were used by
          TLC, CNI and CLC, respectively in the development,
          marketing and sale of software products for use on
          personal computers.  The Company currently intends to use
          these assets in the same manner in which they were used
          prior to the Company's acquisitions of TLC, CNI and CLC,
          respectfully.

          Item 5.  Other Events.

                    Pursuant to the terms of the previously reported
          Securities Purchase Agreement (the "Securities Purchase
          Agreement") dated November 30, 1995 between the Company
          and Tribune on December 22, 1995, Tribune purchased the
          $150,000,000 principal amount of 5 1/2% Senior
          Convertible/Exchangeable Notes due 2000 of the Company.

                    The foregoing description of the terms and
          provisions of the Securities Purchase Agreement is
          qualified in its entirety by reference to the Securities
          Purchase Agreement, together with the respective exhibits
          thereto, filed as Exhibit 4.1 to the Form 8-K and hereby
          incorporated by reference herein.

                    Also, on November 30, 1995, the Board of
          Directors of the Company adopted a resolution clarifying
          the Company's policy as in effect since January 24, 1994
          that the Company's fiscal year for financial reporting
          purposes is the 52 or 53 week period ending on or after
          December 31 of each year.

          Item 7.   Financial Statement, Pro Forma Financial
                    Information and Exhibits.

          (a)       The information contained in pages 43 through
                    60, inclusive, of the Annual Report on Form 10-
                    K of The Learning Company, SEC file number 0-
                    20076, filed with the SEC on September 25, 1995
                    and in pages 3 through 9, inclusive, of the
                    Quarterly Report on Form 10-Q of The Learning
                    Company, SEC file number 0-20076, filed with
                    the SEC on November 14, 1995 is hereby
                    incorporated by reference herein.  It is
                    impracticable to provide the required financial
                    statements for CNI and CLC on the date hereof. 
                    Accordingly, the required financial statements
                    will be filed as an amendment to this Current
                    Report on Form 8-K as soon as practicable, but
                    not later than March 12, 1996 (60 days after
                    this Current Report on Form 8-K must be filed).

          (b)       The information contained in Appendix I to
                    Exhibit (a)(38) to Amendment No. 19 to the
                    Tender Offer Statement on Schedule 14D-1 of
                    SoftKey International Inc. and Kidsco Inc.,
                    filed with the SEC on December 4, 1995, is
                    hereby incorporated by reference herein. 

          (c)       Exhibits.

          Exhibit No.              Description

               2.1       SoftKey/TLC Agreement and Plan of Merger
                         dated December 6, 1995 among SoftKey 
                         International Inc., Kidsco Inc. and
                         The Learning Company*

               2.2       Agreement and Plan of Merger, dated as of
                         November 30, 1995, by and among SoftKey
                         International Inc., Cubsco I Inc., Cubsco
                         II Inc., Tribune Company, Compton's
                         NewMedia, Inc. and Compton's Learning
                         Company.*

               4.1       Securities Purchase Agreement dated as of
                         November 30, 1995 between SoftKey
                         International Inc. and Tribune Company*

              99.1       Form of Press Release issued by SoftKey
                         International Inc. dated December 22, 1995

              99.2       Form of Press Release issued by SoftKey
                         International Inc. dated December 28, 1995

              99.3       Pages 43 through 60, inclusive, of the
                         Annual Report on Form 10-K of The Learning
                         Company, SEC file number 0-20076, filed
                         with the SEC on September 25, 1995**

              99.4       Pages 3 through 9, inclusive, of the
                         Quarterly Report on Form 10-Q of The
                         Learning Company, SEC file number 0-20076,
                         filed with the SEC on November 14, 1995**

              99.5       Appendix I to Exhibit (a)(38) to Amendment
                         No. 19 to the Tender Offer Statement on
                         Schedule 14D-1 of SoftKey International
                         Inc. and Kidsco Inc., filed with the SEC
                         on December 4, 1995**

          *    Incorporated by reference to exhibits filed with the
               Company's Current Report on Form 8-K filed December
               11, 1995.

          **   Incorporated by reference herein.

                                  SIGNATURES

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, as amended, the Registrant has duly
          caused this report to be signed on its behalf by the
          undersigned hereunto duly authorized.

                                   SOFTKEY INTERNATIONAL INC.

                                   By:/s/ Neal S. Winneg     
                                      Neal S. Winneg
                                      Vice President

          December 29, 1995

                                   Exhibit Index

          Exhibit                                          Sequential
          No.          Description                         Page No.  

          2.2          SoftKey/TLC Agreement and Plan of
                       Merger dated December 6, 1995 among
                       SoftKey International Inc., Kidsco
                       Inc. and The Learning Company*

          4.1          Securities Purchase Agreement dated
                       as of November 30, 1995 between
                       SoftKey International Inc. and
                       Tribune Company*
          99.1         Form of Press Release issued by
                       SoftKey International Inc. dated
                       December 22, 1995

          99.2         Form of Press Release issued by
                       SoftKey International Inc. dated
                       December 28, 1995
          99.3         Pages 43 through 60, inclusive, of
                       the Annual Report on Form 10-K of
                       The Learning Company, SEC file
                       number 0-20076, filed with the SEC
                       on September 25, 1995**

          99.4         Pages 3 through 9, inclusive, of
                       the Quarterly Report on Form 10-Q
                       of The Learning Company, SEC file
                       number 0-20076, filed with the SEC
                       on November 14, 1995**

          99.5         Appendix I to Exhibit (a)(38) to
                       Amendment No. 19 to the Tender
                       Offer Statement on Schedule 14D-1
                       of SoftKey International Inc. and
                       Kidsco Inc., filed with the SEC on
                       December 4, 1995**

          *    Incorporated by reference to exhibits filed with the
               Company's Current Report on Form 8-K filed December 11,
               1995.

          **   Incorporated by reference herein.