THE LEARNING COMPANY
SUPPLEMENT TO PROSPECTUS DATED JANUARY 26, 1996
The Learning Company, formerly known as SoftKey
International Inc. (the "Company"), has been informed
that as of January 27, 1997, (a) Fidelity Devonshire
Trust: Fidelity Equity-Income Fund, a Selling Holder
under the Prospectus dated January 26, 1996 (the
"Prospectus") of the Company relating to the offer and
sale of 51/2% Senior Convertible Notes Due 2000 in the
aggregate principal amount of $350,000,000 (the "Notes"),
beneficially owns $18,190,000, rather than $4,030,000,
aggregate principal amount of Notes that may be sold
under the Prospectus and (b) Fidelity Management Trust
Company, on behalf of accounts managed by it, also a
Selling Holder under the Prospectus, beneficially owns
$3,250,000, rather than $9,200,000, aggregate principal
amount of Notes that may be sold under the Prospectus.
Accordingly, information regarding both
Fidelity Devonshire Trust: Fidelity Equity-Income Fund
and Fidelity Management Trust Company, on behalf of
accounts managed by it, in the columns entitled
"Aggregate Principal Amount of Notes That May Be Sold"
and "Number of Shares of Common Stock That May Be Sold"
in the table under the caption "Selling Holders"
beginning on page 11 of the Prospectus is amended and
restated in its entirety to read as follows:
Aggregate Principal Number of Shares
Amount of Notes of Common Stock
That May Be Sold That May Be Sold
------------------- ----------------
Fidelity Devonshire Trust:
Fidelity Equity-Income Fund 18,190,000 343,207
Fidelity Management Trust
Company, on behalf of
accounts managed by it 3,520,000 66,415
January 31, 1997
