<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1999

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                  For the transition period from _____ to _____

                         COMMISSION FILE NUMBER 0-20842

                               TRO LEARNING, INC.
             (Exact name of Registrant as specified in its charter)

Delaware                                                             36-3660532
--------                                                             ----------
(State or other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                           Identification No.)

1721 Moon Lake Boulevard, Suite 555, Hoffman Estates, IL                  60194
--------------------------------------------------------                  -----
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code:              (847) 781-7800
                                                                 --------------

                                 Not Applicable
                                 --------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:

                                    Yes   X    No
                                        -----     -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common stock, $.01 par value                                   6,442,611 shares
----------------------------                                   ----------------
Class                                            Outstanding as of June 1, 1999

                        (This document contains 20 pages)

                                       1
<PAGE>

                       TRO LEARNING, INC. AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>
                                                                                   Page
                                                                                  Number
                                                                                  ------
<S>                                                                              <C>
PART I.     FINANCIAL INFORMATION

Item 1.     Consolidated Financial Statements (Unaudited):

            Consolidated Statements of Income for the
            Three and Six Months Ended April 30, 1999 and 1998.......................3

            Consolidated Balance Sheets as of
            April 30, 1999 and October 31, 1998......................................4

            Consolidated Statements of Cash Flows for the
            Six Months Ended April 30, 1999 and 1998.................................5

            Notes to Consolidated Financial Statements...............................6

Item 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations...........................11

PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings.......................................................18

Item 2.     Changes in Securities...................................................18

Item 3.     Defaults Upon Senior Securities.........................................18

Item 4.     Submission of Matters to a Vote of Security Holders.....................18

Item 5.     Other Information.......................................................18

Item 6.     Exhibits and Reports on Form 8-K........................................19

SIGNATURES..........................................................................20
</TABLE>

                                      2
<PAGE>

                          PART I. FINANCIAL INFORMATION

                       TRO LEARNING, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED                SIX MONTHS ENDED
                                                                       APRIL 30,                        APRIL 30,
                                                              ----------------------------     ----------------------------
                                                                 1999            1998             1999            1998
                                                              ------------    ------------     ------------    ------------
<S>                                                          <C>              <C>             <C>             <C>
Revenues by product line:
   PLATO-Registered Trademark- Education.............          $  9,545        $  8,391         $ 15,206        $ 14,434
   Aviation Training.................................               ---           1,222              ---           2,382
                                                              ------------    ------------     ------------    ------------
     Total revenues..................................             9,545           9,613           15,206          16,816
Cost of revenues.....................................             1,402           1,347            2,363           2,937
                                                              ------------    ------------     ------------    ------------
     Gross profit....................................             8,143           8,266           12,843          13,879
                                                              ------------    ------------     ------------    ------------
Operating expenses:
   Selling, general and administrative...............             6,297           6,418           11,843          12,360
   Product development and customer support..........             1,384           1,812            2,720           3,834
                                                              ------------    ------------     ------------    ------------
     Total operating expenses........................             7,681           8,230           14,563          16,194
                                                              ------------    ------------     ------------    ------------
       Operating income (loss).......................               462              36           (1,720)         (2,315)
Interest expense.....................................               474             490            1,089             954
Interest income and other expense, net...............                42              62               91             148
                                                              ------------    ------------     ------------    ------------
       Loss before income taxes......................               (54)           (516)          (2,900)         (3,417)
Credit for income taxes..............................               ---             ---              ---             ---
                                                              ------------    ------------     ------------    ------------
       Net loss......................................               (54)           (516)          (2,900)         (3,417)
         Preferred stock accretion...................               (32)            ---              (32)            ---
                                                              ------------    ------------     ------------    ------------
       Net loss available to common stockholders.....          $    (86)       $   (516)        $ (2,932)       $ (3,417)
                                                              ------------    ------------     ------------    ------------
                                                              ------------    ------------     ------------    ------------
Basic and diluted earnings per share.................          $  (0.01)       $  (0.08)        $  (0.46)       $  (0.53)
                                                              ------------    ------------     ------------    ------------
                                                              ------------    ------------     ------------    ------------
Weighted average common shares outstanding:                       6,439           6,404            6,427           6,402
                                                              ------------    ------------     ------------    ------------
                                                              ------------    ------------     ------------    ------------
</TABLE>

                 See Notes to Consolidated Financial Statements

                                      3
<PAGE>

                       TRO LEARNING, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                      APRIL 30,         OCTOBER 31,
                                                                                        1999                1998
                                                                                    --------------     ---------------
<S>                                                                                 <C>                <C>
                                    ASSETS

Current assets:

   Cash and cash equivalents...............................................           $       154        $       466
   Accounts receivable, less allowances of $976 and
     $920, respectively....................................................                15,142             16,427
   Inventories.............................................................                   696                648
   Prepaid expenses and other current assets...............................                   826              1,121
                                                                                    --------------     ---------------
     Total current assets..................................................                16,818             18,662
Equipment and leasehold improvements, less accumulated
   depreciation of $3,518 and $3,204, respectively.........................                 1,151              1,073
Product development costs, less accumulated amortization of $5,941
   and $4,768, respectively................................................                 6,593              6,380
Other assets...............................................................                 1,317              1,292
                                                                                    --------------     ---------------
                                                                                      $    25,879        $    27,407
                                                                                    --------------     ---------------
                                                                                    --------------     ---------------
                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

   Accounts payable........................................................           $     2,099        $     2,895
   Accrued employee salaries and benefits..................................                 1,915              2,647
   Accrued liabilities.....................................................                 1,564              2,130
   Revolving loan..........................................................                 8,363              9,321
   Deferred revenue........................................................                 2,695              3,290
                                                                                    --------------     ---------------
     Total current liabilities.............................................                16,636             20,283
Long-term debt.............................................................                 3,050              3,050
Deferred revenue, less current portion.....................................                   804                405
                                                                                    --------------     ---------------
     Total liabilities.....................................................                20,490             23,738
                                                                                    --------------     ---------------

Convertible redeemable preferred stock, net of unamortized
   discount and issuance costs.............................................                 4,166                ---

Stockholders' equity:
   Common stock, $.01 par value, 25,000 shares authorized;
     6,562 shares issued and 6,440 shares outstanding in 1999;
     6,535 shares issued and 6,415 shares outstanding
     in 1998...............................................................                    64                 64
   Paid in capital.........................................................                23,419             22,956
   Treasury stock at cost, 122 and 120 shares, respectively................                (1,186)            (1,176)
   Accumulated deficit.....................................................               (20,524)           (17,592)
   Accumulated other comprehensive loss....................................                  (550)              (583)
                                                                                    --------------     ---------------
     Total stockholders' equity............................................                 1,223              3,669
                                                                                    --------------     ---------------
                                                                                     $     25,879        $    27,407
                                                                                    --------------     ---------------
                                                                                    --------------     ---------------
</TABLE>

                 See Notes to Consolidated Financial Statements

                                      4
<PAGE>

                       TRO LEARNING, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                            (UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                              SIX MONTHS ENDED
                                                                                                  APRIL 30,
                                                                                        ------------------------------
                                                                                           1999              1998
                                                                                        ------------     -------------
<S>                                                                                    <C>              <C>
Cash flows from operating activities:
   Net loss                                                                             $ (2,900)        $  (3,417)
                                                                                        ------------     -------------
   Adjustments to reconcile net loss to net cash provided by (used in)
     operating activities:
     Depreciation and amortization..............................................            1,465            1,402
     Provision for doubtful accounts............................................              562              375
     Disposal of fixed assets...................................................                2              ---
     (Increase) decrease in assets:
       Accounts receivable......................................................              723            3,089
       Inventories..............................................................              (48)             (60)
       Prepaid expenses and other current and noncurrent assets.................              270             (282)
     Increase (decrease) in liabilities:
       Accounts payable.........................................................             (796)             596
       Accrued liabilities, accrued employee salaries and
         benefits and other liabilities.........................................           (1,298)            (836)
       Deferred revenue.........................................................             (196)            (106)
                                                                                        ------------     -------------
         Total adjustments......................................................              684            4,178
                                                                                        ------------     -------------
           Net cash provided by (used in) operating activities..................           (2,216)             761
                                                                                        ------------     -------------
Cash flows from investing activities:
   Capital expenditures.........................................................             (376)            (254)
   Capitalization of product development costs..................................           (1,386)          (1,409)
                                                                                        ------------     -------------
       Net cash used in investing activities....................................           (1,762)          (1,663)
                                                                                        ------------     -------------
Cash flows from financing activities:
   Net proceeds from short-term borrowings......................................            1,482              944
   Repayment of long-term debt..................................................           (2,441)            (250)
   Net proceeds from issuance of convertible redeemable preferred stock.........            4,529              ---
   Net proceeds from issuance of common stock...................................               61              103
                                                                                        ------------     -------------
     Net cash provided by financing activities..................................            3,631              797
                                                                                        ------------     -------------
Effect of foreign currency on cash..............................................               35              (27)
                                                                                        ------------     -------------
Net decrease in cash and cash equivalents.......................................             (312)            (132)
Cash and cash equivalents at beginning of period................................              466              537
                                                                                        ------------     -------------
Cash and cash equivalents at end of period......................................        $     154        $     405
                                                                                        ------------     -------------
Cash paid for interest expense..................................................        $     856        $   1,018
                                                                                        ------------     -------------
                                                                                        ------------     -------------
</TABLE>

                 See Notes to Consolidated Financial Statements

                                      5
<PAGE>

                       TRO LEARNING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

1.   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

NATURE OF BUSINESS:

TRO Learning, Inc. and its subsidiaries (the "Company") develop and market
microcomputer-based, interactive, self-paced instructional systems. The
Company's PLATO Learning Systems are marketed primarily to educational
institutions and private industry.

BASIS OF PRESENTATION:

The accompanying unaudited consolidated financial statements have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Accordingly, these
financial statements should be read in conjunction with the consolidated
financial statements and the notes thereto included in the Company's Form 10-K
for the fiscal year ended October 31, 1998.

The financial information furnished reflects, in the opinion of the Company, all
adjustments of a normal, recurring nature necessary for a fair statement of the
results for the interim periods presented. Because of cyclical and other
factors, the results for the interim periods presented are not necessarily
indicative of the results to be expected for the full fiscal year.

REVENUE RECOGNITION:

Revenue from the sale of education and training courseware licenses, computer
hardware, and related support services, is recognized when courseware, hardware,
and related services are delivered. Post customer support is recognized ratably
over the contract period. Deferred revenue represents the portion of billings
made or payments received in advance of services being performed or products
being delivered.

PRODUCT DEVELOPMENT, ENHANCEMENT, AND MAINTENANCE COSTS:

The Company develops education and training products, referred to hereafter as
courseware products. Costs incurred in the development of the Company's current
generation courseware products and related enhancements and routine maintenance
thereof are expensed as incurred. All costs incurred by the Company in
establishing the technological feasibility of new courseware products to be
sold, leased, or otherwise marketed are expensed as incurred. Once technological
feasibility has been established, costs incurred in the development of new
generation courseware products are capitalized.

                                      6
<PAGE>

                       TRO LEARNING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

1.   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
     CONTINUED

PRODUCT DEVELOPMENT, ENHANCEMENT, AND MAINTENANCE COSTS, Continued

Amortization is provided over the estimated useful life of the new courseware
products, generally three years, using the straight-line method. Amortization
begins when the product is available for general release to customers.
Unamortized capitalized costs determined to be in excess of the net realizable
value of the product are expensed at the date of such determination.

EARNINGS PER SHARE:

Basic earnings per share is calculated based only upon the weighted average
number of common shares outstanding during the period. Diluted earnings per
share is calculated based upon the weighted average number of common and, where
dilutive, potential common shares outstanding during the period. Potential
common shares include options, warrants and convertible securities.

COMPREHENSIVE INCOME:

As of November 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, REPORTING COMPREHENSIVE INCOME ("SFAS 130"), as required.
SFAS 130 establishes new rules for the reporting of comprehensive income and its
components. Foreign currency translation adjustments, which prior to adoption
were reported separately in stockholders' equity, are required to be included in
other comprehensive income in the consolidated financial statements. The
adoption of SFAS 130 does not impact the Company's net income (loss) or total
stockholders' equity.

RECLASSIFICATIONS:

Certain prior year amounts have been reclassified in the consolidated financial
statements to conform to the current year presentation.

                                      7
<PAGE>

                       TRO LEARNING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

2.   ACCOUNTS RECEIVABLE:

Accounts receivable include net installment receivables of $9,936,000 and
$10,496,000 at April 30, 1999 and October 31, 1998, respectively. Installment
receivables to be billed after one year were $618,000 and $575,000 at April 30,
1999 and October 31,1998, respectively, and are included in other assets on the
consolidated balance sheets.

3.   DEBT:

NEW REVOLVING LOAN AGREEMENT:

On February 26, 1999, the Company entered into a new revolving loan agreement,
with a new lender, that provides for a maximum $15 million line of credit
through February 26, 2002. Substantially all of the Company's assets are pledged
as collateral under the agreement. Borrowings are limited by the available
borrowing base, as defined, consisting of certain accounts receivable and
inventory, and bear interest at the prime rate plus 1% or the London Interbank
Offered Rate (LIBOR) plus 3%, as determined by the Company pursuant to the
agreement. A commitment fee is payable quarterly based on the unused portion of
the line of credit. The agreement contains restrictive financial covenants
(including Minimum Net Worth, Minimum Earnings Before Interest Taxes
Depreciation and Amortization (EBITDA), and Minimum Interest Coverage) and
restrictions on borrowings, asset sales and dividends, as defined.

Upon entering the new agreement, the Company terminated its previous revolving
loan agreement. All outstanding borrowings and accrued interest were repaid with
funds advanced under the new line of credit.

At April 30, 1999, borrowings of $8,363,000 were outstanding at an interest rate
of 8.2%.

In May 1999, the revolving loan agreement was amended to provide up to $2
million of additional borrowing capacity over the borrowing base through July
31, 1999.

LONG-TERM DEBT:

At April 30, 1999, the Company's long-term debt consisted of $3,050,000 of 10%
subordinated convertible debentures with interest payable semiannually. At the
option of the holder, the debentures are convertible into the Company's common
stock at $9.60 per share. The Company may redeem the debentures at 101% of
principal, plus interest, subject to certain terms and conditions. The
debentures have a scheduled maturity in 2004 and are subject to mandatory
redemption at 25% of principal annually beginning in 2001.

                                      8
<PAGE>

                       TRO LEARNING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

4.   CONVERTIBLE REDEEMABLE PREFERRED STOCK:

On January 13, 1999, the Company issued 540 shares of its Series C Convertible
Redeemable Preferred Stock (the "Series C Preferred") and warrants to purchase
125,000 shares of the Company's common stock at $9.51 per share for an aggregate
purchase price of $5 million. The proceeds, net of transaction fees, were
approximately $4,529,000 and were used to repay existing borrowings. A value of
$394,000 has been assigned to the warrants using the Black-Scholes stock
option-pricing model.

Each share of the Series C Preferred has a par value of $0.01 and a stated value
of $10,000. The Series C Preferred ranks senior to the Company's common stock,
has no voting rights, and is not entitled to any dividends.

The Series C Preferred, as amended, is convertible into shares of the Company's
common stock, at the option of the holder, up to ten years from the issue date.
Conversion is mandatory for all such securities still outstanding on January 13,
2009. The number of common shares to be issued is determined by dividing the
stated value of the Series C Preferred being converted by the conversion price.

The conversion price of the Series C Preferred is equal to the lower of (a)
$9.51 per share or (b) the applicable percentage of the average of the three
lowest closing prices of the Company's common stock during the 30 trading days
immediately prior to the date of conversion. The applicable percentage is
adjusted over time from 90% to 82%. There is a minimum conversion price of $4.69
per share, subject to adjustment based on the Company's financial performance.
If fiscal year 1999 pretax income does not meet established thresholds, the
minimum conversion price will be adjusted to as low as $3.17 per share.

Certain conversion restrictions exist in the event such conversion would result
in (a) the holders' beneficial ownership being more than 4.99% of the Company's
outstanding common stock or (b) the issuance of more than 20% of the Company's
outstanding common stock. The Company may redeem the Series C Preferred in cash
at any time, provided the average closing price of the Company's common stock
during the defined period prior to such redemption is greater than $15.85
per share. The redemption price is based on the number of common shares that
would be received upon conversion at such time and from 125% to 156% of the
average closing price of the Company's common stock during the defined period
prior to such time.

The Series C Preferred is subject to redemption in cash, at the option of the
holder, upon certain events, as defined, including a change in control of the
Company and a trading suspension of the Company's common stock on NASDAQ or a
subsequent market. The redemption price is equal to the greater of (a) 115% of
the stated value or (b) the number of common shares that would be received upon
conversion at such time multiplied by the closing price of the Company's common
stock prior to redemption, as defined. As these events are outside of the
Company's control and redemption would be in cash, the Series C Preferred is
presented between total liabilities and stockholders' equity on the consolidated
balance sheet, as required by the Securities and

                                      9
<PAGE>

                       TRO LEARNING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

4. CONVERTIBLE REDEEMABLE PREFERRED STOCK, CONTINUED

Exchange Commission. Upon conversion of the Series C Preferred into common
shares, the related amounts will be classified as stockholders' equity.

The initial carrying value will increase to the aggregate stated value of
$5,400,000 over the ten-year term of the Series C Preferred. This accretion of
the discount and issuance costs will be reflected as a charge to accumulated
deficit in the consolidated balance sheet and will reduce net income (loss)
available to common stockholders for purposes of calculating basic earnings per
share.

Concurrent with the issuance of the Series C Preferred, the Company issued
125,000 warrants to purchase the Company's common stock at $9.51 per share.
These warrants expire five years from the issue date. The value assigned to
these warrants of $394,000 has been reflected as an increase to paid-in capital
and a component of the discount on the Series C Preferred in the consolidated
balance sheet.

5.   INCOME TAXES:

No tax benefit has been recorded at April 30, 1999 for the current year to date
loss as the Company is unable to demonstrate that, more likely than not, it will
be able to realize its deferred tax asset.

6.   COMPREHENSIVE INCOME (LOSS):

Total comprehensive loss was as follows (in thousands):

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED              SIX MONTHS ENDED
                                                               ----------------------------  -----------------------------
                                                                APRIL 30,      APRIL 30,      APRIL 30,       APRIL 30,
                                                                   1999           1998           1999            1998
                                                               -------------  -------------  -------------   -------------
<S>                                                           <C>            <C>            <C>             <C>
          Net loss..........................................   $     (54)     $    (516)     $  (2,900)      $  (3,417)
          Foreign currency translation adjustments..........         (11)            58             33             (29)
                                                               -------------  -------------  -------------   -------------
                 Total comprehensive loss...................   $     (65)     $    (458)     $  (2,867)      $  (3,446)
                                                               -------------  -------------  -------------   -------------
                                                               -------------  -------------  -------------   -------------
</TABLE>

Accumulated other comprehensive loss is included as a separate component of
stockholders' equity on the consolidated balance sheets.

7.   EARNINGS PER SHARE:

Since the Company incurred a net loss for all periods presented, potential
common shares are antidilutive and excluded from the calculation of diluted
earnings per share.

                                      10
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
-------------------------------------------------------------------------------

OVERVIEW

The Company is a leading developer and marketer of microcomputer-based,
interactive, self-paced instructional systems. Offering more than 2,000 hours
of comprehensive academic and applied skills courseware designed for
adolescents and adults, the Company's PLATO-Registered Trademark- Learning
Systems are marketed to middle schools and high schools, colleges, job
training programs, correctional institutions, military education programs and
corporations. The PLATO Learning System is delivered via networks, CD-ROM,
the Internet and private Intranets.

In September 1998, the Company announced the sale of its Aviation Training
business (which marketed PC-based instructional systems to airlines worldwide
for use by commercial airline pilots, maintenance crews and cabin personnel) and
will focus exclusively on its PLATO brand going forward.

RESULTS OF OPERATIONS

SECOND QUARTER FISCAL 1999 COMPARED TO SECOND QUARTER FISCAL 1998

REVENUES:

The following table highlights revenues by product line (in 000's):

<TABLE>
<CAPTION>
                                                  PLATO EDUCATION       AVIATION TRAINING            TOTAL
                                                 -------------------    -------------------    -------------------
                                                  1999       1998        1999       1998        1999       1998
                                                 -------     -------    -------     -------    -------     -------
<S>                                             <C>         <C>        <C>         <C>        <C>         <C>
Courseware and professional services             $ 8,668     $ 7,578    $   ---     $ 1,222    $ 8,668     $ 8,800

Hardware, third-party courseware and other           877         813        ---         ---        877         813
                                                 -------     -------    -------     -------    -------     -------
      Total revenues                             $ 9,545     $ 8,391    $   ---     $ 1,222    $ 9,545     $ 9,613
                                                 -------     -------    -------     -------    -------     -------
                                                 -------     -------    -------     -------    -------     -------
</TABLE>

PLATO Education courseware and professional services revenue, the driver of the
Company's operations, increased $1,090,000, or 14% as compared to the prior
year. Sales to both new and existing customers accounted for the increase, as
well as an adjustment for the recognition of certain deferred revenue
to reflect the performance of the related services. Hardware and third-party
courseware revenue was comparable to the prior year. Total PLATO Education
revenues were $9,545,000 in the second quarter of 1999, an increase of
$1,154,000 from the prior year.

Aviation Training revenues were $1,222,000 in the second quarter of fiscal 1998.
Total revenues of $9,545,000 for the second quarter of fiscal 1999 were
comparable to $9,613,000 for the second quarter of fiscal 1998.

                                      11
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
-------------------------------------------------------------------------------

RESULTS OF OPERATIONS, CONTINUED

SECOND QUARTER FISCAL 1999 COMPARED TO SECOND QUARTER FISCAL 1998, CONTINUED

GROSS PROFIT:

PLATO Education gross profit increased $792,000, or 11%, from the prior year,
and gross margin decreased slightly from 88% to 85%.

Aviation Training gross profit was $915,000 for the second quarter of fiscal
1998. Total gross profit for the second quarter of fiscal 1999 decreased
$123,000 from the second quarter of fiscal 1998.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE:

Selling, general, and administrative expense for the second quarter of fiscal
1999 decreased $121,000, or 2%, to $6,297,000 as compared to $6,418,000 for the
second quarter of fiscal 1998.

PLATO Education expenses increased $223,000 due primarily to increased selling
expenses. Aviation Training expenses were $349,000 in the second quarter of
fiscal 1998.

PRODUCT DEVELOPMENT AND CUSTOMER SUPPORT EXPENSE:

Product development and customer support expense for the second quarter of
fiscal 1999 decreased $428,000, or 24%, to $1,384,000 as compared to $1,812,000
for the second quarter of fiscal 1998.

PLATO Education product development expenses increased $143,000 due primarily to
increased amortization of previously capitalized costs. Aviation Training
expenses were $583,000 in the second quarter of fiscal 1998.

OPERATING INCOME:

Operating income was $462,000 for the second quarter of fiscal 1999 as compared
to $36,000 for the prior year. Operating income for PLATO Education was $53,000
for the second quarter of fiscal 1998, while Aviation Training had an operating
loss of $17,000. The improvement in PLATO Education operating results for the
second quarter of fiscal 1999 was due primarily to the increase in revenue
offset by the approximate 5% increase in operating expenses.

INTEREST EXPENSE:

Interest expense was $474,000 for the second quarter of fiscal 1999 as compared
to $490,000 for the second quarter of fiscal 1998. While interest on bank
borrowings decreased approximately $160,000, the accelerated amortization of
fees related to the Company's previous revolving loan agreement offset that
savings, resulting in the net decrease of $16,000.

                                      12
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
-------------------------------------------------------------------------------

RESULTS OF OPERATIONS

FIRST SIX MONTHS FISCAL 1999 COMPARED TO FIRST SIX MONTHS FISCAL 1998

REVENUES:

The following table highlights revenues by product line (in 000's):

<TABLE>
<CAPTION>
                                                  PLATO EDUCATION       AVIATION TRAINING             TOTAL
                                                 -------------------   --------------------    ------------------
                                                  1999       1998        1999       1998        1999        1998
                                                 -------     -------   --------    --------    --------  --------
<S>                                             <C>         <C>       <C>         <C>         <C>       <C>
Courseware and professional services             $13,738     $12,256   $    ---    $  2,329    $ 13,738  $ 14,585

Hardware, third-party courseware and other         1,468       2,178        ---          53       1,468     2,231
                                                 -------     -------   --------    --------    --------  --------
         Total revenues                          $15,206     $14,434        ---    $  2,382    $ 15,206  $ 16,816
                                                 -------     -------   --------    --------    --------  --------
                                                 -------     -------   --------    --------    --------  --------
</TABLE>

PLATO Education courseware and professional services revenue, the driver of
the Company's operations, increased $1,482,000, or 12%, as compared to the
prior year. Sales to both new and existing customers accounted for the
increase. Hardware and third-party courseware revenue decreased 33%, in line
with the Company's plan to improve profitability. Total PLATO Education
revenues increased $772,000 from the prior year.

Aviation Training revenues were $2,382,000 for the first six months of fiscal
1998. Total revenues of $15,206,000 for the first six months of fiscal 1999
decreased $1,610,000, or 10%, compared to the prior year.

GROSS PROFIT:

PLATO Education gross profit for the first six months of fiscal 1999 increased
$904,000, or 8%, from the prior year, while gross margin increased to 85% from
83%, reflecting the increased mix of higher margin courseware and professional
services revenue.

Aviation Training gross profit was $1,940,000 for the first six months of fiscal
1998. Total gross profit decreased $1,036,000 from the comparable period in
fiscal 1998.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE:

Selling, general, and administrative expense for the first six months of fiscal
1999 decreased $517,000, or 4%, to $11,843,000 as compared to $12,360,000 for
the first six months of fiscal 1998.

PLATO Education expenses increased $417,000 due primarily to increased selling
expenses. Aviation Training expenses were $711,000 for the first six months of
fiscal 1998.

                                      13
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
-------------------------------------------------------------------------------

RESULTS OF OPERATIONS, CONTINUED

FIRST SIX MONTHS FISCAL 1999 COMPARED TO FIRST SIX MONTHS FISCAL 1998, CONTINUED

PRODUCT DEVELOPMENT AND CUSTOMER SUPPORT EXPENSE:

Product development and customer support expense for the first six months of
fiscal 1999 decreased $1,114,000 or 29% to $2,720,000 as compared to $3,834,000
for the first six months of fiscal 1998.

PLATO Education product development expenses increased $146,000 due primarily to
increased amortization of previously capitalized costs. Aviation Training
expenses were $1,337,000 for the first six months of fiscal 1998.

OPERATING LOSS:

The operating loss was $1,720,000 for the first six months of fiscal 1999 as
compared to $2,315,000 for the first six months of fiscal 1998. The PLATO
Education operating loss was $2,207,000 for the first six months of fiscal 1998,
wile Aviation Training had an operating loss of $108,000. The improvement in
PLATO Education operating results for the first six months of fiscal 1999 is due
principally to the increased mix of higher margin courseware and professional
services revenue, offset by the approximate 3% increase in operating expenses.

INTEREST EXPENSE:

Interest expense for the first six months of fiscal 1999 was $1,089,000 as
compared to $954,000 for the first six months of fiscal 1998. This increase was
due principally to the accelerated amortization of fees related to the Company's
revolving loan agreement, which was replaced with a new loan agreement in
February 1999 (see Note 3 of Notes to Consolidated Financial Statements).

LIQUIDITY AND CAPITAL RESOURCES

At April 30, 1999, the Company's principal sources of liquidity included cash
and cash equivalents of $154,000, net accounts receivable of $15,142,000, and
its line of credit. The Company had net installment receivables of $9,936,000 at
April 30, 1999, of which $9,318,000 is to be billed within one year and is
included in net accounts receivable on the consolidated balance sheet.

Net cash used in the Company's operating activities was $2,216,000 for the first
six months of fiscal 1999 as compared to net cash provided of $761,000 for the
first six months of fiscal 1998. Borrowings under short-term arrangements and
net proceeds from the issuance of convertible redeemable preferred stock were
used principally to fund the Company's working capital requirements in the first
six months of fiscal 1999. In addition to cash flows from operations, the
Company has resources available under its revolving loan agreement (see Note 3
of Notes to

                                      14
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
-------------------------------------------------------------------------------

LIQUIDITY AND CAPITAL RESOURCES, CONTINUED

Consolidated Financial Statements). At April 30, 1999, borrowings of $8,363,000
were outstanding under the line of credit at an interest rate of 8.2%. In May
1999, the revolving loan agreement was amended to provide up to $2 million of
additional borrowing capacity over the borrowing base through July 31, 1999.

Net cash used in the Company's investing activities was $1,762,000 for the first
six months of fiscal 1999 for capital expenditures and capitalized product
development costs.

Net cash provided by financing activities was $3,631,000 for the first six
months of fiscal 1999. Net proceeds received from short-term borrowings and the
issuance of convertible redeemable preferred stock (see Note 4 of Notes to
Consolidated Financial Statements) were offset by the repayment of the term
loan.

The Company entered into a new revolving loan agreement with a new lender in
February 1999. This new facility offers the Company a longer-term banking
relationship with a lower interest and fee structure compared to the previous
revolving loan agreement (see Note 3 of Notes to Consolidated Financial
Statements).

The Company continues to explore alternatives to meet its anticipated working
capital, capital expenditure, and business investment requirements.

YEAR 2000

Many existing computer systems use only the last two digits to identify a year.
Consequently, as the year 2000 approaches, many systems do not yet recognize the
difference between the years 1900 and 2000. This, as well as other date-related
processing issues, may cause systems to fail or malfunction. As a result, the
Year 2000 (Y2K) issue may affect the Company's products and normal business
activities.

The Company began addressing the Y2K issue in early 1998 and has assembled a Y2K
evaluation team that is endorsed by, and includes members of, senior management.
A budget has been prepared for Y2K costs and progress reports are presented to
senior management on a regular basis. The Y2K evaluation team has developed and
implemented a comprehensive Y2K readiness plan for the Company's products and
operations. The objectives of the Y2K evaluation team are as follows:

-    Develop a Y2K compliance standard for the Company's PLATO courseware and
     software products and determine compliance with that standard;

-    Advise on compliance of third party courseware, operating system, and
     hardware products based on representations by vendors of these products;

                                      15
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
-------------------------------------------------------------------------------

YEAR 2000, CONTINUED:

-    Determine compliance for the Company's internal systems (including
     information technology (IT) systems, such as financial and order entry
     systems, and non-IT systems, such as telephones and other office
     equipment);

-    Determine the Y2K readiness of key business partners that the Company
     relies on for normal business operations.

The Company has developed a compliance standard based on common testing
methodology. Existing PLATO courseware and software products are currently being
reviewed to determine compliance with that standard. The most current compliance
and remediation information is maintained on the Company's Internet web site.
PLATO products currently under development are being designed to be Y2K
compliant.

The Company also sells various third party courseware, operating system, and
hardware products. Y2K compliance information has been received from key vendors
of third party courseware products and this information is maintained on the
Company's Internet web site. Web links to key vendors of third party operating
system and hardware products are also provided.

The Company has taken, and will continue to take, actions necessary to resolve
Y2K issues with its internal IT and non-IT systems, including planned
replacements and upgrades. Major computers, applications, and related equipment
have been reviewed and are either compliant or software upgrades have been
ordered and will be installed in 1999. The Company's accounting and data
processing system was not Y2K compliant and was recently upgraded to a version
that the vendor has indicated is Y2K compliant.

The Company relies on key business partners for its normal business operations
and has contacted them regarding Y2K readiness. While the Company is confident
these partners are preparing for the year 2000, it has no control over their
preparations and there is no assurance that they will be successful in
addressing all Y2K issues.

While the Company's Y2K costs incurred to date have not been material,
additional costs will be incurred as Y2K readiness is completed in mid-1999.
Based on information currently available, management expects these additional
costs to be immaterial as well.

While the Company is dedicating existing internal resources toward attaining Y2K
readiness, there is no assurance that it will be successful in addressing all
Y2K issues. If the Company does not achieve Y2K readiness, there could be
significant adverse effects on its results of operations, liquidity, and
financial condition. For example:

                                      16
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
-------------------------------------------------------------------------------

YEAR 2000, CONTINUED:

-    If the Company's PLATO products are not Y2K compliant, it could suffer
     increased costs, lost sales or other negative consequences resulting from
     customer dissatisfaction, including litigation.

-    If the Company's internal systems are not Y2K compliant, financial and
     customer information, orders and product shipments could be delayed and
     customer support could be interrupted.

-    If the Company's customers do not achieve Y2K readiness, sales and cash
     receipts may be delayed.

-    If the Company's key business partners and other third parties do not
     achieve Y2K readiness, its ability to receive supplies, ship products,
     process cash receipts, and conduct other ongoing business activities may be
     affected.

Based on the progress the Company has made to date in addressing Y2K issues,
management does not expect significant risks with its Y2K compliance at this
time. As the Company's plan is to address its major Y2K issues prior to being
affected by them, it has not developed comprehensive Y2K-related contingency
plans. If progress deviates from plan or significant risks are identified, the
Company will consider contingency plans as deemed necessary.

This Y2K discussion is based on the Company's best estimates using the
information that is currently available, and is subject to change. Actual
results may differ materially from these estimates.

                                      17
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company is not a party to any litigation that is expected to
         have a material adverse effect on the Company or its business.

ITEM 2.  CHANGES IN SECURITIES

         On January 13, 1999, the Company issued 540 shares of its Series C
         Convertible Preferred Stock and warrants to purchase 125,000
         shares of the Company's common stock at $9.51 per share for an
         aggregate purchase price of $5 million (see Note 4 of Notes to
         Consolidated Financial Statements).

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Company's Annual Meeting of Stockholders was held on April 6,
         1999 at which stockholders voted on and approved the following:

         (a)      The election of two Class III directors of the Company to
                  serve until the 2002 Annual Meeting.  The voting was as
                  follows:

<TABLE>
<CAPTION>
                  Name                             For               Withheld
                  ----                             ---               --------
                 <S>                              <C>               <C>
                  Jack R. Borsting, Ph.D.          6,166,214         20,216
                  Tony J. Christianson             6,166,214         20,216
</TABLE>

         (b)      The appointment of PricewaterhouseCoopers LLP as independent
                  auditors for the Company for the fiscal year ending
                  October 31, 1999. The voting was as follows:

<TABLE>
<CAPTION>
                  For                             Against           Withheld
                  ---                             -------           --------
                 <S>                              <C>               <C>
                  6,002,880                        7,933             175,617
</TABLE>

ITEM 5.  OTHER INFORMATION

         Not Applicable.

                                      18
<PAGE>

                      PART II. OTHER INFORMATION, CONTINUED

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

<TABLE>
<CAPTION>
               Number        Description
               ------        -----------
              <S>           <C>
               10.03         First Amendment to Secured Credit Agreement among
                             First Source Financial LLP, as lender, The Roach
                             Organization, Inc. and TRO Learning (Canada), Inc.,
                             as borrower, dated March 24, 1999

               10.04         Second Amendment to Secured Credit Agreement among
                             First Source Financial LLP, as lender, The Roach
                             Organization, Inc. and TRO Learning (Canada), Inc.,
                             as borrower, dated May 27, 1999

               27            Financial Data Schedule
</TABLE>

         (b)  Reports on Form 8-K:

              No reports on Form 8-K were filed for the quarter ended April 30,
1999.

                                      19
<PAGE>

                                   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, thereunto duly authorized on June 10, 1999.

                                        TRO LEARNING, INC.

                                   By   /s/ William R. Roach
                                        ---------------------------------------
                                        Chairman of the Board, President and
                                        Chief Executive Officer
                                        (principal executive officer)

                                        /s/ John Murray
                                        ---------------------------------------
                                        Executive Vice President and
                                        Chief Financial Officer
                                        (principal financial officer)

                                        /s/ Mary Jo Murphy
                                        ---------------------------------------
                                        Vice President, Corporate Controller and
                                        Chief Accounting Officer
                                        (principal accounting officer)



                                      20