SOFTKEY INTERNATIONAL INC.
SUPPLEMENT TO PROSPECTUS DATED OCTOBER 20, 1995
SoftKey International Inc. (the "Company") was today
informed that on May 10, 1996, Harry Fox, a Selling
Stockholder under the Prospectus dated October 20, 1995
(the "Prospectus") of the Company relating to the offer
and sale of up to 1,477,667 shares of Common Stock, par
value $.01 per share (the "Common Stock"), transferred
record ownership of 75,000 shares of Common Stock shown
in the Prospectus as beneficially owned by him to a tax-
exempt charitable remainder trust in a transaction exempt
from registration under the Securities Act of 1933, as
amended. Accordingly, footnote 6 on page 10 of the
Prospectus is hereby supplemented by the addition of the
following at the end thereof:
Includes 75,000 shares owned of record by the
Harry and Lynda Fox Unitrust, a tax-exempt
charitable remainder trust established under a
trust agreement executed on December 23, 1995
(the "Fox Trust"), of which Mr. Fox is sole
trustee. The Fox Trust is also a Selling
Stockholder hereunder.
May 10, 1996
