<PAGE>

                 As filed with the Securities and Exchange Commission
                                   on July 9, 1997
                                                          Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                            SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                ______________________

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                ______________________

                                  TRO LEARNING, INC.
                (Exact name of registrant as specified in its charter)
            Delaware                                       36-3660532
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)
    
                                 1721 Moon Lake Blvd.
                                      Suite 555
                           Hoffman Estates, Illinois  60194
                                    (847) 781-7800
                                           
       (Address, including ZIP code, and telephone number, including area code,
                     of registrant's principal executive offices)

                                  TRO LEARNING, INC.
                              1997 STOCK INCENTIVE PLAN
                                 (Full title of plan)

      Andrew N. Peterson                                       Copy to:
     Senior Vice President,                          Leland E. Hutchinson, Esq.
Chief Financial Officer, Treasurer                         Winston & Strawn
         and Secretary                                  35 West Wacker Drive
    1721 Moon Lake Boulevard                          Chicago, Illinois 60601
          Suite 555                                        (312) 558-7336
 Hoffman Estates, Illinois  60194

(Name, address, including ZIP code, and
telephone number, including area code,
      of agent for service)


                           CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                        Proposed
                                         maximum             Proposed
Title of securities   Amount to      offering price      maximum aggregate         Amount of
 to be registered   be registered     per share (1)     offering price (1)      registration fee
<S>                 <C>               <C>               <C>                    <C>
--------------------------------------------------------------------------------------------------
Common Stock,
par value
$.01 per share     600,000 shrs.          $8.875           $5,325,000            $1,613.64
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(h) of the Securities Act of 1933, as
    amended, based upon the average of the bid and ask price of the common
    stock, par value $.01 per share, of TRO Learning, Inc. on the Nasdaq
    National Market System on July 1, 1997.



<PAGE>

                                      PART II
                             INFORMATION REQUIRED IN THE
                                REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by TRO Learning, Inc. (the "Company") are
incorporated herein by reference:

         (a)  The Company's Annual Report on Form 10-K as filed with the
Commission on January 27, 1997 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), containing audited financial statements for the
Company's latest fiscal year.

         (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, since the end of the fiscal year covered by the Annual Report on
Form 10-K referenced above including, without limitation, the Company's
Quarterly Reports on Form 10-Q as filed with the Commission on March 12, 1997
and June 13, 1997.

         (c)  The description of the Company's common stock, par value $.01 per
share (the "Common Stock"), which is contained in the registration statement on
Form 8-A filed with the Commission on November 12, 1992 under the Exchange Act,
including any subsequent amendment or any report filed for the purpose of
updating such description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company is incorporated under the laws of the State of Delaware. 
Section 145 of the Delaware Law ("Section 145") provides that a Delaware
corporation may indemnify any persons who are, or are threatened to be made,
parties to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of such corporation), by reason of the fact that such person
was an officer, director, employee or agent of another corporation or
enterprise.  The indemnity may include expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred

                                        II-1

<PAGE>


by such person in connection with such action or proceeding, if he acted in 
good faith and in a manner he reasonably believed to be in or not appeared to 
the best interests of the corporation, and, with respect to any criminal 
action, had no reasonable cause to believe that this his conduct was illegal. 
A Delaware corporation may indemnify any persons who are, or are threatened 
to be made, a party to any threatened, pending or completed action or suit by 
or in the right of the corporation by reason of the fact that such person was 
a director, officer, employee or agent of another corporation or enterprise.  
The indemnity may include defense or settlement of such action or suit, 
provided such person acted in good faith and in a manner he reasonably 
believed to be in or not opposed to the corporation's best interests except 
that no indemnification is permitted without judicial approval if the officer 
or director is adjudged to be liable to the corporation.  Where an officer or 
director is successful on the merits or otherwise in the defense of any 
action referred to above, the corporation must indemnify him against the 
expenses which such officer or director has actually and reasonably incurred.

         The Company's Bylaws provide for the indemnification of directors and
officers of the Company to the fullest extent permitted by Delaware Law.  The
Company has entered into indemnification agreements with its directors and
executive officers which provide indemnification to the full extent permitted by
the Company's By-Laws.  Such agreements also provide for the advancement to
indemnified persons of litigation costs and expenses.

         The Company's Certificate of Incorporation provides that to the
fullest extent permitted by the Delaware Law, a director of the Company shall
not be liable to the Company or its stockholders for a breach of fiduciary duty
as a director.

         The Company maintains directors' and officers' liability insurance
which insures the directors and officers of the Company and its subsidiaries
against damages, judgments, settlements and costs incurred by reason of certain
acts committed by such persons in their capacities as officers and directors.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

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

  4.01   Certificate of Incorporation of the Company (filed as Exhibit 3.01 
         to the Company's Annual Report on Form 10-K filed with the 
         Commission on January 27, 1997, as amended (the "Annual Report"), 
         and hereby incorporated by reference)

  4.02   By-laws of the Company (filed as Exhibit 3.02 to the Annual Report 
         and hereby incorporated by reference)

 *4.03   Form of TRO Learning, Inc. 1997 Stock Incentive Plan

  4.04   Specimen Common Stock Certificate of the Company (filed as Exhibit 
         4.01 to the Annual Report and hereby incorporated by reference)

 *5.01   Opinion of Winston & Strawn as to the legality of the securities 
         being registered

*23.01   Consent of Winston & Strawn (included in its opinion filed as 
         Exhibit 5.01)

*23.02   Consent of Coopers & Lybrand L.L.P.

                                        II-2

<PAGE>

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

24.01    Powers of Attorney (included on signature page)

_____________________
*   Filed herewith.

ITEM 9.  UNDERTAKINGS

         (a)  The undersigned Company hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

           (i)     To include any prospectus required by Section 10(a)(3) of
    the Securities Act of 1933, as amended (the "Securities Act");

          (ii)     To reflect in the prospectus any facts or events arising
    after the effective date of this Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in this
    Registration Statement; and

         (iii)     To include any material information with respect to the plan
    of distribution not previously disclosed in this Registration Statement or
    any material change to such information in the Registration Statement.

         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

         (2)  That, for purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)  The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                        II-3

<PAGE>

                                      SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Hoffman Estates, State of Illinois, on May 19,
1997.

                             TRO LEARNING, INC.


                             By: /s/ William R. Roach
                             ---------------------------------------------
                                     William R. Roach
                             Chairman of the Board, President and Chief
                             Executive Officer

                                  POWER OF ATTORNEY

         The undersigned directors and executive officers of TRO Learning, Inc.
do hereby constitute and appoint Andrew N. Peterson and Mary Jo Murphy, and each
of them, with full power of substitution, our true and lawful attorneys-in-fact
and agents to do any and all acts and things in our name and behalf in our
capacities as directors and officers, and to execute any and all instruments for
us and in our names in the capacities indicated below which such person may deem
necessary or advisable to enable TRO Learning, Inc. to comply with the
Securities Act of 1933, as amended (the "Securities Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement, including specifically, but not
limited to, power and authority to sign for us, or any of us, in the capacities
indicated below, any and all amendments (including pre-effective and
post-effective amendments) hereto; and we do hereby ratify and confirm all that
such person or persons shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on May 19, 1997.

    Signature                               Title
    ---------                               -----

     /s/ William R. Roach              Chairman of the Board, President,
--------------------------------       Chief Executive Officer and Director 
         William R. Roach              (Principal Executive Officer)


     /s/ Andrew N. Peterson            Senior Vice President,
--------------------------------       Chief Financial Officer, 
         Andrew N. Peterson            Treasurer and Secretary
                                       (Principal Financial Officer
                                       and Chief Accounting Officer)

     /s/ Jack R. Borsting              Director
--------------------------------
         Jack R. Borsting


     /s/ Tony J. Christianson          Director
--------------------------------
         Tony J. Christianson


     /s/ Vernon B. Lewis               Director
--------------------------------
         Vernon B. Lewis


     /s/ John L. Krakauer              Director
--------------------------------
         John L. Krakauer


     /s/ John Patience                 Director
--------------------------------
         John Patience


<PAGE>



               INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8


Exhibit
Number   Description of Exhibit                                             Page
-------  ---------------------                                              ----

    
  4.01   Certificate of Incorporation of the Company (filed as Exhibit 3.01 
         to the Company's Annual Report on Form 10-K filed with the 
         Commission on January 27, 1997, as amended (the "Annual Report"), 
         and hereby incorporated by reference)  
    
  4.02   By-laws of the Company (filed as Exhibit 3.02 to the Annual Report 
         and hereby incorporated by reference) 
    
 *4.03   Form of TRO Learning, Inc. 1997 Stock Incentive Plan   
          
  4.04   Specimen Common Stock Certificate of the Company (filed as Exhibit 
         4.01 to the Annual Report and hereby incorporated by reference)    
    
 *5.01   Opinion of Winston & Strawn as to the legality of the securities 
         being registered
    
*23.01   Consent of Winston & Strawn (included in its opinion filed as 
         Exhibit 5.01)    
    
*23.02   Consent of Coopers & Lybrand L.L.P.     
    
 24.01   Powers of Attorney (included on signature page)   

______________________
*   Filed herewith.

                                  II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18643}]
{"company-data": {"conformed-name": "TRO LEARNING INC", "cik": "0000893965", "assigned-sic": "2741", "irs-number": "363660532", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30963", "film-number": "97638149"}, "business-address": {"street1": "POPLAR CREEK OFFICE PLAZA", "street2": "1721 MOON LAKE BOULEVARD", "city": "HOFFMAN ESTATES", "state": "IL", "zip": "60194", "phone": "7085175100"}, "mail-address": {"street1": "1721 MOON LAKE BLVD SUITE 555", "city": "HOOFMAN ESGTATES", "state": "IL", "zip": "60194"}}
As filed with the Securities and Exchange Commission
                                   on July 9, 1997
                                                          Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                            SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                ______________________

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                ______________________

                                  TRO LEARNING, INC.
                (Exact name of registrant as specified in its charter)
            Delaware                                       36-3660532
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)
    
                                 1721 Moon Lake Blvd.
                                      Suite 555
                           Hoffman Estates, Illinois  60194
                                    (847) 781-7800
                                           
       (Address, including ZIP code, and telephone number, including area code,
                     of registrant's principal executive offices)

                                  TRO LEARNING, INC.
                              1997 STOCK INCENTIVE PLAN
                                 (Full title of plan)

      Andrew N. Peterson                                       Copy to:
     Senior Vice President,                          Leland E. Hutchinson, Esq.
Chief Financial Officer, Treasurer                         Winston & Strawn
         and Secretary                                  35 West Wacker Drive
    1721 Moon Lake Boulevard                          Chicago, Illinois 60601
          Suite 555                                        (312) 558-7336
 Hoffman Estates, Illinois  60194

(Name, address, including ZIP code, and
telephone number, including area code,
      of agent for service)

                           CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------
                                        Proposed
                                         maximum             Proposed
Title of securities   Amount to      offering price      maximum aggregate         Amount of
 to be registered   be registered     per share (1)     offering price (1)      registration fee
--------------------------------------------------------------------------------------------------
Common Stock,
par value
$.01 per share     600,000 shrs.          $8.875           $5,325,000            $1,613.64
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(h) of the Securities Act of 1933, as
    amended, based upon the average of the bid and ask price of the common
    stock, par value $.01 per share, of TRO Learning, Inc. on the Nasdaq
    National Market System on July 1, 1997.
PART II
                             INFORMATION REQUIRED IN THE
                                REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by TRO Learning, Inc. (the "Company") are
incorporated herein by reference:

         (a)  The Company's Annual Report on Form 10-K as filed with the
Commission on January 27, 1997 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), containing audited financial statements for the
Company's latest fiscal year.

         (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, since the end of the fiscal year covered by the Annual Report on
Form 10-K referenced above including, without limitation, the Company's
Quarterly Reports on Form 10-Q as filed with the Commission on March 12, 1997
and June 13, 1997.

         (c)  The description of the Company's common stock, par value $.01 per
share (the "Common Stock"), which is contained in the registration statement on
Form 8-A filed with the Commission on November 12, 1992 under the Exchange Act,
including any subsequent amendment or any report filed for the purpose of
updating such description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company is incorporated under the laws of the State of Delaware. 
Section 145 of the Delaware Law ("Section 145") provides that a Delaware
corporation may indemnify any persons who are, or are threatened to be made,
parties to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of such corporation), by reason of the fact that such person
was an officer, director, employee or agent of another corporation or
enterprise.  The indemnity may include expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred

                                        II-1
by such person in connection with such action or proceeding, if he acted in 
good faith and in a manner he reasonably believed to be in or not appeared to 
the best interests of the corporation, and, with respect to any criminal 
action, had no reasonable cause to believe that this his conduct was illegal. 
A Delaware corporation may indemnify any persons who are, or are threatened 
to be made, a party to any threatened, pending or completed action or suit by 
or in the right of the corporation by reason of the fact that such person was 
a director, officer, employee or agent of another corporation or enterprise.  
The indemnity may include defense or settlement of such action or suit, 
provided such person acted in good faith and in a manner he reasonably 
believed to be in or not opposed to the corporation's best interests except 
that no indemnification is permitted without judicial approval if the officer 
or director is adjudged to be liable to the corporation.  Where an officer or 
director is successful on the merits or otherwise in the defense of any 
action referred to above, the corporation must indemnify him against the 
expenses which such officer or director has actually and reasonably incurred.

         The Company's Bylaws provide for the indemnification of directors and
officers of the Company to the fullest extent permitted by Delaware Law.  The
Company has entered into indemnification agreements with its directors and
executive officers which provide indemnification to the full extent permitted by
the Company's By-Laws.  Such agreements also provide for the advancement to
indemnified persons of litigation costs and expenses.

         The Company's Certificate of Incorporation provides that to the
fullest extent permitted by the Delaware Law, a director of the Company shall
not be liable to the Company or its stockholders for a breach of fiduciary duty
as a director.

         The Company maintains directors' and officers' liability insurance
which insures the directors and officers of the Company and its subsidiaries
against damages, judgments, settlements and costs incurred by reason of certain
acts committed by such persons in their capacities as officers and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

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

  4.01   Certificate of Incorporation of the Company (filed as Exhibit 3.01 
         to the Company's Annual Report on Form 10-K filed with the 
         Commission on January 27, 1997, as amended (the "Annual Report"), 
         and hereby incorporated by reference)

  4.02   By-laws of the Company (filed as Exhibit 3.02 to the Annual Report 
         and hereby incorporated by reference)

 *4.03   Form of TRO Learning, Inc. 1997 Stock Incentive Plan

  4.04   Specimen Common Stock Certificate of the Company (filed as Exhibit 
         4.01 to the Annual Report and hereby incorporated by reference)

 *5.01   Opinion of Winston & Strawn as to the legality of the securities 
         being registered

*23.01   Consent of Winston & Strawn (included in its opinion filed as 
         Exhibit 5.01)

*23.02   Consent of Coopers & Lybrand L.L.P.

                                        II-2
Exhibit
Number   Description of Exhibit
-------  ----------------------

24.01    Powers of Attorney (included on signature page)

_____________________
*   Filed herewith.

ITEM 9.  UNDERTAKINGS

         (a)  The undersigned Company hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

           (i)     To include any prospectus required by Section 10(a)(3) of
    the Securities Act of 1933, as amended (the "Securities Act");

          (ii)     To reflect in the prospectus any facts or events arising
    after the effective date of this Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in this
    Registration Statement; and

         (iii)     To include any material information with respect to the plan
    of distribution not previously disclosed in this Registration Statement or
    any material change to such information in the Registration Statement.

         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

         (2)  That, for purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)  The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                        II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Hoffman Estates, State of Illinois, on May 19,
1997.

                             TRO LEARNING, INC.

                             By: /s/ William R. Roach
                             ---------------------------------------------
                                     William R. Roach
                             Chairman of the Board, President and Chief
                             Executive Officer

                                  POWER OF ATTORNEY

         The undersigned directors and executive officers of TRO Learning, Inc.
do hereby constitute and appoint Andrew N. Peterson and Mary Jo Murphy, and each
of them, with full power of substitution, our true and lawful attorneys-in-fact
and agents to do any and all acts and things in our name and behalf in our
capacities as directors and officers, and to execute any and all instruments for
us and in our names in the capacities indicated below which such person may deem
necessary or advisable to enable TRO Learning, Inc. to comply with the
Securities Act of 1933, as amended (the "Securities Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement, including specifically, but not
limited to, power and authority to sign for us, or any of us, in the capacities
indicated below, any and all amendments (including pre-effective and
post-effective amendments) hereto; and we do hereby ratify and confirm all that
such person or persons shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on May 19, 1997.

    Signature                               Title
    ---------                               -----

     /s/ William R. Roach              Chairman of the Board, President,
--------------------------------       Chief Executive Officer and Director 
         William R. Roach              (Principal Executive Officer)

     /s/ Andrew N. Peterson            Senior Vice President,
--------------------------------       Chief Financial Officer, 
         Andrew N. Peterson            Treasurer and Secretary
                                       (Principal Financial Officer
                                       and Chief Accounting Officer)

     /s/ Jack R. Borsting              Director
--------------------------------
         Jack R. Borsting

     /s/ Tony J. Christianson          Director
--------------------------------
         Tony J. Christianson

     /s/ Vernon B. Lewis               Director
--------------------------------
         Vernon B. Lewis

     /s/ John L. Krakauer              Director
--------------------------------
         John L. Krakauer

     /s/ John Patience                 Director
--------------------------------
         John Patience
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

Exhibit
Number   Description of Exhibit                                             Page
-------  ---------------------                                              ----

    
  4.01   Certificate of Incorporation of the Company (filed as Exhibit 3.01 
         to the Company's Annual Report on Form 10-K filed with the 
         Commission on January 27, 1997, as amended (the "Annual Report"), 
         and hereby incorporated by reference)  
    
  4.02   By-laws of the Company (filed as Exhibit 3.02 to the Annual Report 
         and hereby incorporated by reference) 
    
 *4.03   Form of TRO Learning, Inc. 1997 Stock Incentive Plan   
          
  4.04   Specimen Common Stock Certificate of the Company (filed as Exhibit 
         4.01 to the Annual Report and hereby incorporated by reference)    
    
 *5.01   Opinion of Winston & Strawn as to the legality of the securities 
         being registered
    
*23.01   Consent of Winston & Strawn (included in its opinion filed as 
         Exhibit 5.01)    
    
*23.02   Consent of Coopers & Lybrand L.L.P.     
    
 24.01   Powers of Attorney (included on signature page)   

______________________
*   Filed herewith.

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