<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 NON-EMPLOYEE DIRECTORS STOCK OPTION 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       Proposed
                                   maximum        maximum
     Title of                      offering       aggregate
 securities to      Amount to be   price per      offering      Amount of 
 be registered       registered    share (1)      price (1)  registration fee
-------------------------------------------------------------------------------

Common Stock,
par value
$.01 per share      100,000 shrs.   $8.875         $887,500       $268.94
-------------------------------------------------------------------------------

(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 by such person in connection with such action or

                                       II-1

<PAGE>

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 Non-Emoloyee Directors Stock Option
          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-2

<PAGE>

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,
     ______________________   Treasurer and Secretary (Principal Financial
     Andrew Peterson          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 Non-Employee Directors Stock
          Option 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.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18113}]
{"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": "333-30965", "film-number": "97638156"}, "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 NON-EMPLOYEE DIRECTORS STOCK OPTION 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       Proposed
                                   maximum        maximum
     Title of                      offering       aggregate
 securities to      Amount to be   price per      offering      Amount of 
 be registered       registered    share (1)      price (1)  registration fee
-------------------------------------------------------------------------------

Common Stock,
par value
$.01 per share      100,000 shrs.   $8.875         $887,500       $268.94
-------------------------------------------------------------------------------

(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 by such person in connection with such action or

                                       II-1
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 Non-Emoloyee Directors Stock Option
          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-2
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,
     ______________________   Treasurer and Secretary (Principal Financial
     Andrew Peterson          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 Non-Employee Directors Stock
          Option 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.