<PAGE>
                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                              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)  February 7, 1997

               WASATCH EDUCATION SYSTEMS CORPORATION
----------------------------------------------------------------------
         (Exact Name of Registrant as Specified in Its Charter)

                                 UTAH                         
----------------------------------------------------------------------
            (State or Other Jurisdiction of Incorporation)               

   0-17190                                            87-0458433
----------------------------------------------------------------------
(Commission                                        (I.R.S. Employer
File Number)                                       Identification No) 

 2000 Alameda de las Pulgas, Suite 250,  San Mateo, CA          94403
----------------------------------------------------------------------
(Address of Principal Executive Offices)                    (Zip Code)

                           (415) 345-2200
----------------------------------------------------------------------
        (Registrant's Telephone Number, Including Area Code)

           5250 South 300 West, Salt Lake City, Utah 84107
----------------------------------------------------------------------
      (Former Name or Former Address, if Changed Since Last Report)


<PAGE>
Item 2. Acquisition of Disposition of Assets.

     Effective February 7, 1997, Wasatch Education Systems Corporation, 
a Utah corporation (the "Company") and Wasatch Interactive Learning 
Corporation, a Utah corporation ("WILC") formed by Barbara Morris, Chief 
Executive Officer and a Director of the Company, Carol Hamil, Vice 
President of Development of the Company, and Ralph Brown, Chief 
Financial Officer of the Company (individually, a "Management Group 
Member" and together, the "Management Group"), entered into an Asset 
Purchase and Software License Agreement ("Acquisition Agreement").  The 
Acquisition Agreement outlined the sale of assets and the license of 
certain intellectual property from the Company to WILC ("Asset Sale and 
License").  The provisions of the documents disclosed herein are 
qualified in their entirety by reference to the actual text of such 
agreements, which are included as an exhibit or incorporated by 
reference to this report.

     The Acquisition Agreement provides for the assumption by WILC of 
certain liabilities of the Company and payment by WILC to the Company of 
$1,500,000 in cash in consideration for the Asset Sale and License.  As 
a result of the Asset Sale and License, the Company transferred or 
licensed to WILC tangible and intangible assets and proprietary rights 
to allow WILC to pursue the market for the Company's products relating 
to schools and educational institutions ("Education Market") and 
retained proprietary assets and rights to pursue the market for the 
Company's products relating to home use and other areas outside the 
Education Market ("Home Market").  The Company held a special meeting of 
its shareholders on February 7, 1997, at which the shareholders of the 
Company approved the Asset Sale and License and the other transactions 
contemplated by the terms and conditions of the Acquisition Commitment 
dated July 1, 1996, which outlined the sale of assets and license of 
certain intellectual property from the Company to WILC.  The Acquisition 
Agreement has substantially the same terms as the Acquisition Commitment 
but further documents the details of the Asset Sale and License.
     In connection with the Asset Sale and License, the Company and WILC 
entered into an Education Market License ("License Agreement") which set 
forth the details of the grant of the technology licenses to WILC by the 
Company discussed in the Acquisition Agreement and the royalties to be 
paid during a five-year period by WILC to the Company, which will vary 
between 2.5% and 10% of net revenues.  The License Agreement provides 
for a one-year exclusivity period for WILC with respect to the licensed 
technology within the Education Market, with the right of WILC to extend 
the exclusivity period for up to five years upon payment of $500,000 in 
annual minimum royalties to the Company.  The Company will have 
exclusive rights in the Home Market during the period which WILC makes 
payments of royalties to the Company.  In partial consideration of the 
Company's grant of licenses under the License Agreement, WILC paid the 
Company the sum of $10.00 in cash on February 14, 1997.
     In connection with the Asset Sale and License, each Management 
Group Member resigned as an officer and/or director of the Company and 
the Company also entered into a Mutual General Release with each 
Management Group Member.  The Mutual General Release provides that the 
Company and each Management Group Member will waive and release the 
other party from any and all liabilities arising by reason of or in 
connection with the employment of such Management Group Member with the 
Company and the termination of such Management Group Member's 
employment.

Item 7.   Financial Statements and Exhibits.

(a)  Financial statements of Businesses Acquired.
     --------------------------------------------

     Not Applicable

(b)  Pro Forma Financial Information.
     --------------------------------

     See following pages.

(c)  Exhibits.
     ---------

     The following exhibits are filed herewith:

       (2.01) Acquisition Commitment dated as of July 1, 1996 between 
Wasatch Education Systems Corporation and Wasatch 
Interactive Learning Corporation (incorporated by 
reference to Exhibit 10 to Registrant's Definitive Proxy 
Statement dated January 14, 1997).

       (2.02) Asset Purchase and Software License Agreement dated as of
              February 7, 1997, between Wasatch Education Systems
              Corporation and Wasatch Interactive Learning Corporation
              and exhibits and schedules thereto.

<PAGE>
                 WASATCH EDUCATION SYSTEMS CORPORATION
         UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

The following unaudited pro forma condensed financial information is 
based upon the historical financial statements of Wasatch Education 
Systems Corporation (the "Company") as if the Company had sold to 
Wasatch Interactive Learning Corporation ("WILC") the Education Market 
net assets of the Company relating to or arising out of the Company's 
business of developing, marketing and licensing proprietary and third-
party educational software and related products and services in the 
Education Market.  As a result of this transaction, the Company received 
cash of $1,500,000 and the right to future royalties as set out in the 
Asset Purchase and Software License Agreement (the "Acquisition 
Agreement").  The Company retained all capitalized courseware 
development costs, convertible subordinate debentures and related 
accrued interest and available tax net operating loss carryforwards.  
The Company recognized a gain on the sale of these net assets of 
$346,027 in February, 1997.  This gain was not considered in the Pro 
Forma Condensed Statements of Operations.

The accompanying unaudited pro forma condensed financial information 
should be read in conjunction with the financial statements of the 
Company included in the Company's June 30, 1996, report on Form 10-KSB 
and the interim financial statements of the Company for the period ended 
December 31, 1996, included in the Company's Form 10-QSB.

The unaudited pro forma condensed statements of operations for the year 
ended June 30, 1996, and for the six months ended December 31, 1996, 
present the pro forma results of operations of the Company as if the 
transaction had been consummated as of July 1, 1995.  The unaudited pro 
forma condensed balance sheet presents the pro forma financial position 
of the Company as of December 31, 1996, assuming the transaction had 
been consummated as of December 31, 1996.

The pro forma condensed financial information does not purport to be 
indicative of the results which would actually have been obtained if the 
transaction had been effected on the dates indicated, nor is it 
indicative of actual or future operating results of financial position.

<PAGE>
                 Wasatch Education Systems Corporation
                   Pro Forma condensed Balance Sheet
                        As of December 31, 1996

[CAPTION]
                                              Pro Forma         
                              Historical     Adjustments      Pro Forma
                              ----------     -----------      ---------
[S]                           [C]            [C]             [C]
ASSETS
 Current Assets:
   Cash                       $  193,772     1,306,228   (A) 1,500,000
   Accounts receivable, net
     of allowance for doubt-
     ful accounts of $15,000     376,965      (376,965)  (A)        --
   Inventories                    61,791       (61,791)  (A)        --
   Other current assets           26,639       (26,639)  (A)        --
                               ---------     ---------       ---------

     Total Current Assets        659,167       840,833       1,500,000

 Equipment, Furniture and
  Fixtures, net of accumulated
  depreciation of $641,309       141,547      (141,547)  (A)        --
 
 Courseware Development Costs,
  net of accumulated 
  amortization of $2,691,952   3,629,813            --       3,629,813
 
 Other Assets, Net                18,333       (18,333)  (A)        --
                               ---------     ---------       ---------

     Total Assets             $4,448,860       680,953       5,129,813
                               =========     =========      ==========

See accompanying notes to pro forma condensed financial information.
<PAGE>
[CAPTION]
                                              Pro Forma         
                              Historical     Adjustments      Pro Forma
                              ----------     -----------      ---------
[S]                           [C]            [C]             [C]

LIABILITIES AND STOCKHOLDERS'
 EQUITY
 Current Liabilities:
  Convertible subordinated
   debentures                 $1,197,000            --       1,197,000
  Accounts payable               277,710      (277,710)  (A)        --
  Accrued employee costs         199,255      (199,255)  (A)        --
  Accrued interest on 
   convertible subordinated 
   debentures                     19,486            --          19,486
  Deferred revenue               264,482      (264,482)  (A)        --
                               ---------     ---------      ----------
     Total Current Liabilities 1,957,933      (741,447)      1,216,486
                               ---------     ---------      ----------
Stockholders' Equity:
 Preferred stock, 20,000,000
  shares authorized - 
  
   Series A convertible
    redeemable, 4,412,431 
    shares outstanding,
    $4,412,431 involuntary 
    liquidation value          4,628,285            --       4,628,285
   
   Series B, $.375 cumulative
    convertible redeemable,
    91,151 shares outstanding,
    $158,254 involuntary
    liquidation value            118,496            --         118,496

   Series C redeemable, 
    5,300,000 shares out-
    standing, $5,300,000
    preferred liquidation 
    value                      5,300,000            --       5,300,000

 Common stock, no par value;
  200,000,000 shares 
  authorized 3,606,668 
  shares outstanding          11,781,511            --      11,781,511
 Accumulated deficit         (19,337,365)    1,422,400 (A) (17,914,965)
                              ----------     ---------      ----------
     Total Stockholders'
      Equity                   2,490,927     1,422,400       3,913,327
                              ----------     ---------      ----------

     Total Liabilities and
      Stockholders' Equity   $ 4,448,860       680,953       5,129,813
                              ==========     =========      ==========

See accompanying notes to pro forma condensed financial information.

<PAGE>
                  Wasatch Education Systems Corporation
              Pro Forma Condensed Statements of Operations
                     For the Year Ended June 30, 1996
                               (unaudited)

[CAPTION]
                                              Pro Forma         
                              Historical     Adjustments      Pro Forma
                              ----------     -----------      ---------
[S]                           [C]            [C]             [C]
Revenue:
 Courseware license sales     $2,684,488     (2,684,488)  (B)        --
 Services and other              815,763       (815,763)  (B)        --
 Courseware license royalties         --        500,000         500,000
                               ---------      ---------       ---------
                               3,500,251     (3,000,251)        500,000
                               ---------      ---------       ---------
Cost of Revenue:
 Courseware license rights     1,053,028       (255,573)  (B)   797,455
                                                          (E)
 Services and other              443,363       (443,363)  (B)        --
                               ---------      ---------       ---------
                               1,496,391       (698,936)        797,455
                               ---------      ---------       ---------
Gross Margin                   2,003,860     (2,301,315)       (297,455)
                               ---------      ---------       ---------
Operating Expenses:
 General and administrative    1,411,566       (366,726)  (D) 1,044,840
 Sales and marketing             809,604       (809,604)  (C)        --
 Research and development        336,361       (336,361)  (C)        --
                               ---------      ---------       ---------
                               2,557,531     (1,512,691)      1,044,840
                               ---------      ---------       ---------
Loss from operations            (553,671)      (788,624)     (1,342,295)

Interest expenses, net of
  interest income               (161,497)            --        (161,497)
                               ---------      ---------       ---------
Net loss                        (715,168)      (788,624)     (1,503,792)
Unpaid and undeclared 
 preferred stock dividends       (18,184)            --         (18,184)
                               ---------      ---------       ---------
Net loss attributable to
 common stockholders          $ (733,352)      (788,624)     (1,521,976)
                               =========      =========       =========
Net loss per common share     $     (.21)                          (.43)
                               =========                      =========

Weighted average common
 and equivalent shares
 outstanding                   3,574,800                      3,574,800
                               =========                      =========

See accompanying notes to pro forma condensed financial information.

<PAGE>
                 Wasatch Education Systems Corporation
              Pro Forma Condensed Statements of Operations
                   For the Year Ended December 31, 1996
                               (unaudited)

[CAPTION]
                                              Pro Forma         
                              Historical     Adjustments      Pro Forma
                              ----------     -----------      ---------
[S]                           [C]            [C]             [C]
Revenue:
 Courseware license sales     $  537,572       (537,572)  (B)        --
 Services and other              248,066       (248,066)  (B)        --
 Courseware license royalties         --        250,000   (B)   250,000
                               ---------      ---------       ---------
                                 785,638       (535,638)        250,000
                               ---------      ---------       ---------
Cost of Revenue:
 Courseware license rights       605,237       (206,509)  (B)   398,728
                                                          (E)
 Services and other              273,956       (273,956)  (B)        --
                               ---------      ---------       ---------
                                 879,193       (480,465)        398,728
                               ---------      ---------       ---------
Gross Margin                     (93,555)       (55,173)       (148,728)
                               ---------      ---------       ---------
Operating Expenses:
 General and administrative      398,494       (198,682)  (D)   199,812
 Sales and marketing             225,308       (225,308)  (C)        --
 Research and development        162,144       (162,144)  (C)        --
                               ---------      ---------       ---------
                                 785,946       (586,134)        199,812
                               ---------      ---------       ---------
Loss from operations            (879,501)       530,961        (348,540)

Interest expenses, net of
  interest income                (81,461)            --         (81,461)
                               ---------      ---------       ---------
Net loss                        (960,962)       530,961        (430,001)
Unpaid and undeclared 
 preferred stock dividends        (9,092)            --          (9,092)
                               ---------      ---------       ---------
Net loss attributable to
 common stockholders          $ (970,054)       530,961        (439,093)
                               =========      =========       =========
Net loss per common share     $     (.27)                          (.12)
                               =========                      =========

Weighted average common
 and equivalent shares
 outstanding                   3,601,300                      3,601,300
                               =========                      =========

See accompanying notes to pro forma condensed financial information.
<PAGE>

                 Wasatch Education Systems Corporation
           Notes to Proforma Condensed Financial Information
                              (unaudited)

(1)   Basis of Presentation
      ---------------------

The accompanying unaudited pro forma condensed balance sheet and 
statements of operations are presented to give effect to the sale of 
certain Education Market net assets of the Company to WILC.

The unaudited pro forma condensed statements of operations for the year 
ended June 30, 1996, and for the six months ended December 31, 1996, 
present the pro forma results of operations of the Company as if the 
transaction had been consummated as of July 1, 1995.  The unaudited pro 
forma condensed balance sheet presents the pro forma financial position 
of the Company as of December 31, 1996, assuming the transaction had 
been consummated as of December 31, 1996.

(2)   Pro Forma Adjustments
      ---------------------

     (A)  The Company sold certain Education Market net assets of the 
Company for $1,500,000 and the right to future royalties as set out in 
the Acquisition Agreement.  The Company retained all capitalized 
courseware costs, convertible subordinated debentures and related 
accrued interest and available tax net operating loss carryforwards.  
This adjustment eliminates the assets sold to WILC and the liabilities 
assumed by WILC, and records the cash received of $1,500,000.

     (B)  Adjustment to eliminate historical revenue and cost of revenue 
(except for amortization of deferred courseware development costs) 
related to the Education Market assets and record annual future minimum 
royalty revenue of $500,000 for the year ended June 30, 1996, and 
$250,000 for the six months ended December 31, 1996.  Based on the level 
of historical sales for these periods, the minimum royalties as set 
forth in the Acquisition Agreement exceeded the calculated royalties 
which would have been earned for the periods.

     (C)  Adjustments to eliminated historical sales and marketing and 
research and development expenses related to the Education Market assets 
for the year ended June 30, 1996, and for the six months ended December 
31, 1996.

     (D)  Adjustments to eliminate (i) historical depreciation of assets 
sold of $138,175 for the year ended June 30, 1996, and $69,626 for the 
six months ended December 31, 1996, (ii) eliminate historical rent 
expenses of $228,557 for the year ended June 30, 1996, and $129,056 for 
the six months ended December 31, 1996.  Although other general and 
administrative expenses would likely have been reduced, no pro forma 
adjustments have been made as such reductions are not factually 
supported by a verified plan.

     (E)  The balance of unamortized courseware development costs as of 
July 1, 1995, is being amortized over the remaining lives (original 
lives of 5 years).

<PAGE>
                         INDEX TO EXHIBITS

Exhibit Number     Description of Exhibits
-------------      -----------------------

       (2.02)  Asset Purchase and Software License Agreement dated as of
               February 7, 1997, between Wasatch Education Systems
               Corporation and Wasatch Interactive Learning Corporation
               and exhibits and schedules thereto.

<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.

                            WASATCH EDUCATION SYSTEMS CORPORATION


Date:  February 24, 1997    By:      /s/Debbie A. Wong
                                ---------------------------------
                                     Debbie A. Wong
                                     Vice President and 
                                     Chief Financial Officer
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UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                              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)  February 7, 1997

               WASATCH EDUCATION SYSTEMS CORPORATION
----------------------------------------------------------------------
         (Exact Name of Registrant as Specified in Its Charter)

                                 UTAH                         
----------------------------------------------------------------------
            (State or Other Jurisdiction of Incorporation)               

   0-17190                                            87-0458433
----------------------------------------------------------------------
(Commission                                        (I.R.S. Employer
File Number)                                       Identification No) 

 2000 Alameda de las Pulgas, Suite 250,  San Mateo, CA          94403
----------------------------------------------------------------------
(Address of Principal Executive Offices)                    (Zip Code)

                           (415) 345-2200
----------------------------------------------------------------------
        (Registrant's Telephone Number, Including Area Code)

           5250 South 300 West, Salt Lake City, Utah 84107
----------------------------------------------------------------------
      (Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition of Disposition of Assets.

     Effective February 7, 1997, Wasatch Education Systems Corporation, 
a Utah corporation (the "Company") and Wasatch Interactive Learning 
Corporation, a Utah corporation ("WILC") formed by Barbara Morris, Chief 
Executive Officer and a Director of the Company, Carol Hamil, Vice 
President of Development of the Company, and Ralph Brown, Chief 
Financial Officer of the Company (individually, a "Management Group 
Member" and together, the "Management Group"), entered into an Asset 
Purchase and Software License Agreement ("Acquisition Agreement").  The 
Acquisition Agreement outlined the sale of assets and the license of 
certain intellectual property from the Company to WILC ("Asset Sale and 
License").  The provisions of the documents disclosed herein are 
qualified in their entirety by reference to the actual text of such 
agreements, which are included as an exhibit or incorporated by 
reference to this report.

     The Acquisition Agreement provides for the assumption by WILC of 
certain liabilities of the Company and payment by WILC to the Company of 
$1,500,000 in cash in consideration for the Asset Sale and License.  As 
a result of the Asset Sale and License, the Company transferred or 
licensed to WILC tangible and intangible assets and proprietary rights 
to allow WILC to pursue the market for the Company's products relating 
to schools and educational institutions ("Education Market") and 
retained proprietary assets and rights to pursue the market for the 
Company's products relating to home use and other areas outside the 
Education Market ("Home Market").  The Company held a special meeting of 
its shareholders on February 7, 1997, at which the shareholders of the 
Company approved the Asset Sale and License and the other transactions 
contemplated by the terms and conditions of the Acquisition Commitment 
dated July 1, 1996, which outlined the sale of assets and license of 
certain intellectual property from the Company to WILC.  The Acquisition 
Agreement has substantially the same terms as the Acquisition Commitment 
but further documents the details of the Asset Sale and License.
     In connection with the Asset Sale and License, the Company and WILC 
entered into an Education Market License ("License Agreement") which set 
forth the details of the grant of the technology licenses to WILC by the 
Company discussed in the Acquisition Agreement and the royalties to be 
paid during a five-year period by WILC to the Company, which will vary 
between 2.5% and 10% of net revenues.  The License Agreement provides 
for a one-year exclusivity period for WILC with respect to the licensed 
technology within the Education Market, with the right of WILC to extend 
the exclusivity period for up to five years upon payment of $500,000 in 
annual minimum royalties to the Company.  The Company will have 
exclusive rights in the Home Market during the period which WILC makes 
payments of royalties to the Company.  In partial consideration of the 
Company's grant of licenses under the License Agreement, WILC paid the 
Company the sum of $10.00 in cash on February 14, 1997.
     In connection with the Asset Sale and License, each Management 
Group Member resigned as an officer and/or director of the Company and 
the Company also entered into a Mutual General Release with each 
Management Group Member.  The Mutual General Release provides that the 
Company and each Management Group Member will waive and release the 
other party from any and all liabilities arising by reason of or in 
connection with the employment of such Management Group Member with the 
Company and the termination of such Management Group Member's 
employment.

Item 7.   Financial Statements and Exhibits.

(a)  Financial statements of Businesses Acquired.
     --------------------------------------------

     Not Applicable

(b)  Pro Forma Financial Information.
     --------------------------------

     See following pages.

(c)  Exhibits.
     ---------

     The following exhibits are filed herewith:

       (2.01) Acquisition Commitment dated as of July 1, 1996 between 
Wasatch Education Systems Corporation and Wasatch 
Interactive Learning Corporation (incorporated by 
reference to Exhibit 10 to Registrant's Definitive Proxy 
Statement dated January 14, 1997).

       (2.02) Asset Purchase and Software License Agreement dated as of
              February 7, 1997, between Wasatch Education Systems
              Corporation and Wasatch Interactive Learning Corporation
              and exhibits and schedules thereto.
WASATCH EDUCATION SYSTEMS CORPORATION
         UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

The following unaudited pro forma condensed financial information is 
based upon the historical financial statements of Wasatch Education 
Systems Corporation (the "Company") as if the Company had sold to 
Wasatch Interactive Learning Corporation ("WILC") the Education Market 
net assets of the Company relating to or arising out of the Company's 
business of developing, marketing and licensing proprietary and third-
party educational software and related products and services in the 
Education Market.  As a result of this transaction, the Company received 
cash of $1,500,000 and the right to future royalties as set out in the 
Asset Purchase and Software License Agreement (the "Acquisition 
Agreement").  The Company retained all capitalized courseware 
development costs, convertible subordinate debentures and related 
accrued interest and available tax net operating loss carryforwards.  
The Company recognized a gain on the sale of these net assets of 
$346,027 in February, 1997.  This gain was not considered in the Pro 
Forma Condensed Statements of Operations.

The accompanying unaudited pro forma condensed financial information 
should be read in conjunction with the financial statements of the 
Company included in the Company's June 30, 1996, report on Form 10-KSB 
and the interim financial statements of the Company for the period ended 
December 31, 1996, included in the Company's Form 10-QSB.

The unaudited pro forma condensed statements of operations for the year 
ended June 30, 1996, and for the six months ended December 31, 1996, 
present the pro forma results of operations of the Company as if the 
transaction had been consummated as of July 1, 1995.  The unaudited pro 
forma condensed balance sheet presents the pro forma financial position 
of the Company as of December 31, 1996, assuming the transaction had 
been consummated as of December 31, 1996.

The pro forma condensed financial information does not purport to be 
indicative of the results which would actually have been obtained if the 
transaction had been effected on the dates indicated, nor is it 
indicative of actual or future operating results of financial position.
Wasatch Education Systems Corporation
                   Pro Forma condensed Balance Sheet
                        As of December 31, 1996

[CAPTION]
                                              Pro Forma         
                              Historical     Adjustments      Pro Forma
                              ----------     -----------      ---------
[S]                           [C]            [C]             [C]
ASSETS
 Current Assets:
   Cash                       $  193,772     1,306,228   (A) 1,500,000
   Accounts receivable, net
     of allowance for doubt-
     ful accounts of $15,000     376,965      (376,965)  (A)        --
   Inventories                    61,791       (61,791)  (A)        --
   Other current assets           26,639       (26,639)  (A)        --
                               ---------     ---------       ---------

     Total Current Assets        659,167       840,833       1,500,000

 Equipment, Furniture and
  Fixtures, net of accumulated
  depreciation of $641,309       141,547      (141,547)  (A)        --
 
 Courseware Development Costs,
  net of accumulated 
  amortization of $2,691,952   3,629,813            --       3,629,813
 
 Other Assets, Net                18,333       (18,333)  (A)        --
                               ---------     ---------       ---------

     Total Assets             $4,448,860       680,953       5,129,813
                               =========     =========      ==========

See accompanying notes to pro forma condensed financial information.
[CAPTION]
                                              Pro Forma         
                              Historical     Adjustments      Pro Forma
                              ----------     -----------      ---------
[S]                           [C]            [C]             [C]

LIABILITIES AND STOCKHOLDERS'
 EQUITY
 Current Liabilities:
  Convertible subordinated
   debentures                 $1,197,000            --       1,197,000
  Accounts payable               277,710      (277,710)  (A)        --
  Accrued employee costs         199,255      (199,255)  (A)        --
  Accrued interest on 
   convertible subordinated 
   debentures                     19,486            --          19,486
  Deferred revenue               264,482      (264,482)  (A)        --
                               ---------     ---------      ----------
     Total Current Liabilities 1,957,933      (741,447)      1,216,486
                               ---------     ---------      ----------
Stockholders' Equity:
 Preferred stock, 20,000,000
  shares authorized - 
  
   Series A convertible
    redeemable, 4,412,431 
    shares outstanding,
    $4,412,431 involuntary 
    liquidation value          4,628,285            --       4,628,285
   
   Series B, $.375 cumulative
    convertible redeemable,
    91,151 shares outstanding,
    $158,254 involuntary
    liquidation value            118,496            --         118,496

   Series C redeemable, 
    5,300,000 shares out-
    standing, $5,300,000
    preferred liquidation 
    value                      5,300,000            --       5,300,000

 Common stock, no par value;
  200,000,000 shares 
  authorized 3,606,668 
  shares outstanding          11,781,511            --      11,781,511
 Accumulated deficit         (19,337,365)    1,422,400 (A) (17,914,965)
                              ----------     ---------      ----------
     Total Stockholders'
      Equity                   2,490,927     1,422,400       3,913,327
                              ----------     ---------      ----------

     Total Liabilities and
      Stockholders' Equity   $ 4,448,860       680,953       5,129,813
                              ==========     =========      ==========

See accompanying notes to pro forma condensed financial information.
Wasatch Education Systems Corporation
              Pro Forma Condensed Statements of Operations
                     For the Year Ended June 30, 1996
                               (unaudited)

[CAPTION]
                                              Pro Forma         
                              Historical     Adjustments      Pro Forma
                              ----------     -----------      ---------
[S]                           [C]            [C]             [C]
Revenue:
 Courseware license sales     $2,684,488     (2,684,488)  (B)        --
 Services and other              815,763       (815,763)  (B)        --
 Courseware license royalties         --        500,000         500,000
                               ---------      ---------       ---------
                               3,500,251     (3,000,251)        500,000
                               ---------      ---------       ---------
Cost of Revenue:
 Courseware license rights     1,053,028       (255,573)  (B)   797,455
                                                          (E)
 Services and other              443,363       (443,363)  (B)        --
                               ---------      ---------       ---------
                               1,496,391       (698,936)        797,455
                               ---------      ---------       ---------
Gross Margin                   2,003,860     (2,301,315)       (297,455)
                               ---------      ---------       ---------
Operating Expenses:
 General and administrative    1,411,566       (366,726)  (D) 1,044,840
 Sales and marketing             809,604       (809,604)  (C)        --
 Research and development        336,361       (336,361)  (C)        --
                               ---------      ---------       ---------
                               2,557,531     (1,512,691)      1,044,840
                               ---------      ---------       ---------
Loss from operations            (553,671)      (788,624)     (1,342,295)

Interest expenses, net of
  interest income               (161,497)            --        (161,497)
                               ---------      ---------       ---------
Net loss                        (715,168)      (788,624)     (1,503,792)
Unpaid and undeclared 
 preferred stock dividends       (18,184)            --         (18,184)
                               ---------      ---------       ---------
Net loss attributable to
 common stockholders          $ (733,352)      (788,624)     (1,521,976)
                               =========      =========       =========
Net loss per common share     $     (.21)                          (.43)
                               =========                      =========

Weighted average common
 and equivalent shares
 outstanding                   3,574,800                      3,574,800
                               =========                      =========

See accompanying notes to pro forma condensed financial information.
Wasatch Education Systems Corporation
              Pro Forma Condensed Statements of Operations
                   For the Year Ended December 31, 1996
                               (unaudited)

[CAPTION]
                                              Pro Forma         
                              Historical     Adjustments      Pro Forma
                              ----------     -----------      ---------
[S]                           [C]            [C]             [C]
Revenue:
 Courseware license sales     $  537,572       (537,572)  (B)        --
 Services and other              248,066       (248,066)  (B)        --
 Courseware license royalties         --        250,000   (B)   250,000
                               ---------      ---------       ---------
                                 785,638       (535,638)        250,000
                               ---------      ---------       ---------
Cost of Revenue:
 Courseware license rights       605,237       (206,509)  (B)   398,728
                                                          (E)
 Services and other              273,956       (273,956)  (B)        --
                               ---------      ---------       ---------
                                 879,193       (480,465)        398,728
                               ---------      ---------       ---------
Gross Margin                     (93,555)       (55,173)       (148,728)
                               ---------      ---------       ---------
Operating Expenses:
 General and administrative      398,494       (198,682)  (D)   199,812
 Sales and marketing             225,308       (225,308)  (C)        --
 Research and development        162,144       (162,144)  (C)        --
                               ---------      ---------       ---------
                                 785,946       (586,134)        199,812
                               ---------      ---------       ---------
Loss from operations            (879,501)       530,961        (348,540)

Interest expenses, net of
  interest income                (81,461)            --         (81,461)
                               ---------      ---------       ---------
Net loss                        (960,962)       530,961        (430,001)
Unpaid and undeclared 
 preferred stock dividends        (9,092)            --          (9,092)
                               ---------      ---------       ---------
Net loss attributable to
 common stockholders          $ (970,054)       530,961        (439,093)
                               =========      =========       =========
Net loss per common share     $     (.27)                          (.12)
                               =========                      =========

Weighted average common
 and equivalent shares
 outstanding                   3,601,300                      3,601,300
                               =========                      =========

See accompanying notes to pro forma condensed financial information.
Wasatch Education Systems Corporation
           Notes to Proforma Condensed Financial Information
                              (unaudited)

(1)   Basis of Presentation
      ---------------------

The accompanying unaudited pro forma condensed balance sheet and 
statements of operations are presented to give effect to the sale of 
certain Education Market net assets of the Company to WILC.

The unaudited pro forma condensed statements of operations for the year 
ended June 30, 1996, and for the six months ended December 31, 1996, 
present the pro forma results of operations of the Company as if the 
transaction had been consummated as of July 1, 1995.  The unaudited pro 
forma condensed balance sheet presents the pro forma financial position 
of the Company as of December 31, 1996, assuming the transaction had 
been consummated as of December 31, 1996.

(2)   Pro Forma Adjustments
      ---------------------

     (A)  The Company sold certain Education Market net assets of the 
Company for $1,500,000 and the right to future royalties as set out in 
the Acquisition Agreement.  The Company retained all capitalized 
courseware costs, convertible subordinated debentures and related 
accrued interest and available tax net operating loss carryforwards.  
This adjustment eliminates the assets sold to WILC and the liabilities 
assumed by WILC, and records the cash received of $1,500,000.

     (B)  Adjustment to eliminate historical revenue and cost of revenue 
(except for amortization of deferred courseware development costs) 
related to the Education Market assets and record annual future minimum 
royalty revenue of $500,000 for the year ended June 30, 1996, and 
$250,000 for the six months ended December 31, 1996.  Based on the level 
of historical sales for these periods, the minimum royalties as set 
forth in the Acquisition Agreement exceeded the calculated royalties 
which would have been earned for the periods.

     (C)  Adjustments to eliminated historical sales and marketing and 
research and development expenses related to the Education Market assets 
for the year ended June 30, 1996, and for the six months ended December 
31, 1996.

     (D)  Adjustments to eliminate (i) historical depreciation of assets 
sold of $138,175 for the year ended June 30, 1996, and $69,626 for the 
six months ended December 31, 1996, (ii) eliminate historical rent 
expenses of $228,557 for the year ended June 30, 1996, and $129,056 for 
the six months ended December 31, 1996.  Although other general and 
administrative expenses would likely have been reduced, no pro forma 
adjustments have been made as such reductions are not factually 
supported by a verified plan.

     (E)  The balance of unamortized courseware development costs as of 
July 1, 1995, is being amortized over the remaining lives (original 
lives of 5 years).
INDEX TO EXHIBITS

Exhibit Number     Description of Exhibits
-------------      -----------------------

       (2.02)  Asset Purchase and Software License Agreement dated as of
               February 7, 1997, between Wasatch Education Systems
               Corporation and Wasatch Interactive Learning Corporation
               and exhibits and schedules thereto.
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.

                            WASATCH EDUCATION SYSTEMS CORPORATION

Date:  February 24, 1997    By:      /s/Debbie A. Wong
                                ---------------------------------
                                     Debbie A. Wong
                                     Vice President and 
                                     Chief Financial Officer