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 8, 2005


                          Trinity Learning Corporation
             (Exact Name of Registrant as Specified in Its Charter)

                                      Utah
                 (State of Other Jurisdiction of Incorporation)


                 0-8924                                73-0981865
        (Commission File Number)            (IRS Employer Identification No.)


           1831 Second Street
          Berkeley, California                           94710
(Address of Principal Executive Offices)              (Zip Code)


                                 (510) 540-9300
               (Registrant's Telephone Number, Including Zip Code)


          (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange
     Act (17 CFR 240.13e-4(c))




Item 7.01   Regulation FD Disclosure

On February 8, 2005, Trinity Learning Corporation issued a corporate newsletter
and published the newsletter to its website. The full text of the newsletter is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.


Item 9.01   Financial Statements and Exhibits

     (c)  Exhibits

          The following exhibit is furnished with this Current Report on Form
          8-K:

          Exhibit
           Number                       Description
           ------                       -----------
            99.1       Text of Trinity Learning Corporation Newsletter dated
                       February 8, 2005




                                   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.

                                   TRINITY LEARNING CORPORATION



Date: February 8, 2005             By: /s/ Douglas Cole
                                           Douglas Cole, Chief Executive Officer




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