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) December 11, 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 5.   Other Events.

                    On November 30, 1995, SoftKey International
          Inc., a Delaware corporation (the "Company"), entered
          into an Agreement and Plan of Merger dated November 30,
          1995 (the "Merger Agreement") by and among the Company,
          Cubsco I Inc., a California corporation, Cubsco II Inc.,
          a Delaware corporation, Tribune Company, a Delaware
          corporation ("Tribune"), Compton's NewMedia, Inc., a
          California corporation ("CNI"), and Compton's Learning
          Company, a Delaware corporation ("CLC"), pursuant to
          which the Company agreed to purchase CNI and CLC, wholly
          owned subsidiaries of Tribune, in stock-for-stock merger
          transactions valued at approximately $106.5 million in
          the aggregate.

                    Pursuant to the terms of the Merger Agreement,
          the final number of shares of common stock, par value
          $.01 per share, of the Company (the "SoftKey Common
          Stock") to be issued in the transaction will be
          determined based on the volume-weighted average price
          (the "Volume-Weighted Average") of SoftKey Common Stock
          on the Nasdaq National Market for a ten-trading day
          period prior to the closing of the merger transactions
          (the "Closing").  Also, in connection with the
          acquisitions, the Company has agreed either to execute at
          the Closing a promissory note to Tribune for up to $17
          million of intercompany indebtedness or to issue to
          Tribune at the Closing SoftKey Common Stock having a
          value equal to the amount of such indebtedness (up to $17
          million) based on the Volume-Weighted Average.

                    Also on November 30, 1995, Tribune and the
          Company entered into a definitive agreement pursuant to
          which Tribune agreed to make a strategic $150 million
          investment in the Company through the purchase of 5 1/2%
          Senior Convertible/Exchangeable Notes due 2000 of the
          Company (the "Notes"), pursuant to the terms and
          conditions of the Securities Purchase Agreement dated as
          of November 30, 1995 by and between Tribune and the
          Company (the "Securities Purchase Agreement").  The Notes
          are either convertible into SoftKey Common Stock at a
          conversion price of $53 per share or exchangeable for
          shares of a newly designated series of preferred stock of
          the Company which itself is convertible into SoftKey
          Common Stock.

                    Pursuant to the terms of the Securities
          Purchase Agreement, the strategic investment is
          conditioned upon the Company acquiring a majority of the
          outstanding common stock, par value $.001 per share, of
          The Learning Company, a Delaware corporation ("TLC Common
          Stock"), pursuant to the Company's outstanding tender
          offer for TLC Common Stock.  

                    On December 6, 1995, the Company entered into
          the SoftKey/TLC Agreement and Plan of Merger dated
          December 6, 1995 (the "TLC Merger Agreement") among the
          Company, Kidsco Inc., a Delaware corporation, and The
          Learning Company, a Delaware corporation ("TLC"). 
          Pursuant to the terms of the TLC Merger Agreement, the
          Company is offering to purchase all outstanding shares of
          TLC Common Stock at a purchase price of $67.50 per share
          and is extending its outstanding tender offer (the
          "Offer") until 12:00 midnight, New York City time, on
          Thursday, December 21, 1995.  The TLC Merger Agreement
          provides, among other things, that the merger of Kidsco
          Inc. with and into TLC will be effected as soon as
          practicable following consummation of the Offer and that
          each outstanding share of TLC Common Stock (except shares
          held by TLC in treasury or owned by the Company or its
          affiliates and shares as to which appraisal rights are
          duly demanded under Delaware law) will be converted into
          the right to receive $67.50 in cash.

                    The foregoing descriptions of the terms and
          provisions of the Merger Agreement, the Securities
          Purchase Agreement and the TLC Merger Agreement are
          qualified in their entirety by the Merger Agreement, the
          Securities Purchase Agreement and the TLC Merger
          Agreement, together with the respective exhibits thereto,
          filed as Exhibits 2.1, 4.1 and 2.2 hereto, respectively,
          and incorporated by reference herein.


          Item 7.   Exhibits.

          Exhibit No.              Description

               2.1       Agreement and Plan of Merger, dated
                         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.

               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.


                                  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 11, 1995



                                   Exhibit Index

          Exhibit                                              Sequential
          No.       Description                                Page No.  

          2.1       Agreement and Plan of Merger, dated
                    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.

          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.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 8371}]
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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) December 11, 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 5.   Other Events.

                    On November 30, 1995, SoftKey International
          Inc., a Delaware corporation (the "Company"), entered
          into an Agreement and Plan of Merger dated November 30,
          1995 (the "Merger Agreement") by and among the Company,
          Cubsco I Inc., a California corporation, Cubsco II Inc.,
          a Delaware corporation, Tribune Company, a Delaware
          corporation ("Tribune"), Compton's NewMedia, Inc., a
          California corporation ("CNI"), and Compton's Learning
          Company, a Delaware corporation ("CLC"), pursuant to
          which the Company agreed to purchase CNI and CLC, wholly
          owned subsidiaries of Tribune, in stock-for-stock merger
          transactions valued at approximately $106.5 million in
          the aggregate.

                    Pursuant to the terms of the Merger Agreement,
          the final number of shares of common stock, par value
          $.01 per share, of the Company (the "SoftKey Common
          Stock") to be issued in the transaction will be
          determined based on the volume-weighted average price
          (the "Volume-Weighted Average") of SoftKey Common Stock
          on the Nasdaq National Market for a ten-trading day
          period prior to the closing of the merger transactions
          (the "Closing").  Also, in connection with the
          acquisitions, the Company has agreed either to execute at
          the Closing a promissory note to Tribune for up to $17
          million of intercompany indebtedness or to issue to
          Tribune at the Closing SoftKey Common Stock having a
          value equal to the amount of such indebtedness (up to $17
          million) based on the Volume-Weighted Average.

                    Also on November 30, 1995, Tribune and the
          Company entered into a definitive agreement pursuant to
          which Tribune agreed to make a strategic $150 million
          investment in the Company through the purchase of 5 1/2%
          Senior Convertible/Exchangeable Notes due 2000 of the
          Company (the "Notes"), pursuant to the terms and
          conditions of the Securities Purchase Agreement dated as
          of November 30, 1995 by and between Tribune and the
          Company (the "Securities Purchase Agreement").  The Notes
          are either convertible into SoftKey Common Stock at a
          conversion price of $53 per share or exchangeable for
          shares of a newly designated series of preferred stock of
          the Company which itself is convertible into SoftKey
          Common Stock.

                    Pursuant to the terms of the Securities
          Purchase Agreement, the strategic investment is
          conditioned upon the Company acquiring a majority of the
          outstanding common stock, par value $.001 per share, of
          The Learning Company, a Delaware corporation ("TLC Common
          Stock"), pursuant to the Company's outstanding tender
          offer for TLC Common Stock.  

                    On December 6, 1995, the Company entered into
          the SoftKey/TLC Agreement and Plan of Merger dated
          December 6, 1995 (the "TLC Merger Agreement") among the
          Company, Kidsco Inc., a Delaware corporation, and The
          Learning Company, a Delaware corporation ("TLC"). 
          Pursuant to the terms of the TLC Merger Agreement, the
          Company is offering to purchase all outstanding shares of
          TLC Common Stock at a purchase price of $67.50 per share
          and is extending its outstanding tender offer (the
          "Offer") until 12:00 midnight, New York City time, on
          Thursday, December 21, 1995.  The TLC Merger Agreement
          provides, among other things, that the merger of Kidsco
          Inc. with and into TLC will be effected as soon as
          practicable following consummation of the Offer and that
          each outstanding share of TLC Common Stock (except shares
          held by TLC in treasury or owned by the Company or its
          affiliates and shares as to which appraisal rights are
          duly demanded under Delaware law) will be converted into
          the right to receive $67.50 in cash.

                    The foregoing descriptions of the terms and
          provisions of the Merger Agreement, the Securities
          Purchase Agreement and the TLC Merger Agreement are
          qualified in their entirety by the Merger Agreement, the
          Securities Purchase Agreement and the TLC Merger
          Agreement, together with the respective exhibits thereto,
          filed as Exhibits 2.1, 4.1 and 2.2 hereto, respectively,
          and incorporated by reference herein.

          Item 7.   Exhibits.

          Exhibit No.              Description

               2.1       Agreement and Plan of Merger, dated
                         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.

               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.

                                  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 11, 1995

                                   Exhibit Index

          Exhibit                                              Sequential
          No.       Description                                Page No.  

          2.1       Agreement and Plan of Merger, dated
                    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.

          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.