<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A
                               AMENDMENT NUMBER 1

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

                  FOR THE QUARTERLY PERIOD ENDED JULY 31, 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)

<TABLE>
<S>                                                          <C>
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
                                                                  --------------
</TABLE>
                                 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                                    6,868,221 shares
----------------------------                                --------------------
Class                                          Outstanding as of August 31, 1999

                        (This document contains 14 pages)


                                       1
<PAGE>   2


                       TRO LEARNING, INC. AND SUBSIDIARIES
                                   FORM 10-Q/A


                              REASON FOR AMENDMENT

The Registrant hereby amends Part I. Item 1. of its Quarterly Report on Form
10-Q for the quarterly period ended July 31, 1999. The Registrant has restated
its consolidated financial statements for the quarters ended January 31, 1999,
April 30, 1999, and July 31, 1999 to (i) account for the beneficial conversion
feature associated with the Series C Convertible Redeemable Preferred Stock
("Series C Preferred") issued in January 1999, (ii) remove the accretion to the
stated value of the Series C Preferred previously charged to accumulated deficit
given that the mandatory redemption rights are contingent rights, and (iii)
present the outstanding common stock obtained upon conversion, which is also
subject to the mandatory redemption features of the Series C Preferred, outside
of stockholders' equity. See Notes 4 and 8 of Notes to Consolidated Financial
Statements.

<TABLE>
<CAPTION>

                                      INDEX
                                      -----

                                                                                                            Page
                                                                                                          Number
<S>               <C>                                                                                     <C>
PART I.           FINANCIAL INFORMATION


Item 1.           Consolidated Financial Statements (Unaudited):

                  Consolidated Statements of Income for the
                  Three and Nine Months Ended July 31, 1999 (Restated) and 1998................................3

                  Consolidated Balance Sheets as of
                  July 31, 1999 (Restated) and October 31, 1998................................................4

                  Consolidated Statements of Cash Flows for the
                  Nine Months Ended July 31, 1999 and 1998.....................................................5

                  Notes to Consolidated Financial Statements (Restated)........................................6


SIGNATURES....................................................................................................14
</TABLE>



                                       2
<PAGE>   3


                          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                NINE MONTHS ENDED
                                                                       JULY 31,                         JULY 31,
                                                              ----------------------------     ----------------------------
                                                                  1999            1998             1999            1998
                                                              ------------    ------------     ------------    ------------
                                                               (RESTATED)                       (RESTATED)

<S>                                                            <C>            <C>              <C>             <C>
Revenues by product line:
   PLATO(R) Education................................         $  12,624       $  10,601        $  27,830       $  25,035
   Aviation Training.................................               ---           1,464              ---           3,846
                                                              ------------    ------------     ------------    ------------
     Total revenues..................................            12,624          12,065           27,830          28,881
Cost of revenues.....................................             1,593           1,415            3,956           4,352
                                                              ------------    ------------     ------------    ------------
     Gross profit....................................            11,031          10,650           23,874          24,529
                                                              ------------    ------------     ------------    ------------
Operating expenses:
   Selling, general and administrative...............             6,736           6,699           18,579          19,059
   Product development and customer support..........             1,403           1,900            4,123           5,734
                                                              ------------    ------------     ------------    ------------
     Total operating expenses........................             8,139           8,599           22,702          24,793
                                                              ------------    ------------     ------------    ------------
       Operating income (loss).......................             2,892           2,051            1,172            (264)
Interest expense.....................................               331             415            1,420           1,369
Interest income and other expense, net...............                38              50              129             198
                                                              ------------    ------------     ------------    ------------
       Income (loss) before income taxes.............             2,523           1,586             (377)         (1,831)
Provision (credit) for income taxes..................               ---             ---              ---             ---
                                                              ------------    ------------     ------------    ------------
       Net income (loss).............................             2,523           1,586             (377)         (1,831)
         Preferred stock accretion (restated)........               ---             ---             (670)            ---
                                                              ------------    ------------     ------------    ------------
       Net income (loss) available to common
         Stockholders (restated).....................         $   2,523       $   1,586        $  (1,047)      $ (1,831)
                                                              ============    ============     ============    ============

Earnings per share (restated):
   Basic ............................................         $    0.38       $    0.25        $   (0.16)      $   (0.29)
                                                              ============    ============     ============    ============
   Diluted...........................................         $    0.34       $    0.23        $   (0.16)      $   (0.29)
                                                              ============    ============     ============    ============

Weighted average common shares outstanding:
   Basic ............................................             6,598           6,417            6,484            6,407
                                                              ============    ============     ============    ============
   Diluted...........................................             7,755           6,873            6,484            6,407
                                                              ============    ============     ============    ============
</TABLE>

                              See Notes to Consolidated Financial Statements



                                       3
<PAGE>   4




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

                                                                                        JULY 31,          OCTOBER 31,
                                                                                         1999                1998
                                                                                    --------------     ---------------
                                                                                      (RESTATED)
                                    ASSETS
<S>                                                                                 <C>                <C>
Current assets:
   Cash and cash equivalents...............................................         $          59        $       466
   Accounts receivable, less allowances of $1,177 and
     $920, respectively....................................................                17,753             16,427
   Inventories.............................................................                   612                648
   Prepaid expenses and other current assets...............................                   827              1,121
                                                                                    --------------     ---------------
     Total current assets..................................................                19,251             18,662
Equipment and leasehold improvements, less accumulated
   depreciation of $3,634 and $3,204, respectively.........................                 1,318              1,073
Product development costs, less accumulated amortization of $6,557
   and $4,768, respectively................................................                 6,626              6,380
Other assets...............................................................                 1,270              1,292
                                                                                    --------------     ---------------
                                                                                    $      28,465        $    27,407
                                                                                    ==============     ===============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable........................................................         $       1,305        $     2,895
   Accrued employee salaries and benefits..................................                 1,979              2,647
   Accrued liabilities.....................................................                 1,264              2,130
   Revolving loan..........................................................                 8,690              9,321
   Deferred revenue........................................................                 3,722              3,290
                                                                                    --------------     ---------------
     Total current liabilities.............................................                16,960             20,283
Long-term debt.............................................................                 3,050              3,050
Deferred revenue, less current portion.....................................                   421                405
Other liabilities..........................................................                   120                ---
                                                                                    --------------     ---------------
     Total liabilities.....................................................                20,551             23,738
                                                                                    --------------     ---------------
Convertible redeemable preferred stock, net of unamortized discounts
   and issuance costs; $10,000 stated value per share; 540 shares
   authorized; 407 shares issued and outstanding; involuntary
   liquidation value of $5,003 at July 31, 1999 (restated)..............                    2,866                ---
Redeemable common stock, $.01 par value,
   259,000 shares outstanding at July 31, 1999 (restated)..................                   938                ---
                                                                                    --------------     ---------------
Stockholders' equity:
   Common stock, $.01 par value, 25,000,000 shares authorized; 6,561,000 shares
     issued and 6,439,000 shares outstanding at
       July 31, 1999 (restated); 6,535,000 shares issued and
     6,415,000 shares outstanding at October 31, 1998......................                    64                 64
   Paid in capital (restated)..............................................                23,770             22,956
   Treasury stock at cost, 122,000 and 120,000 shares, respectively........                (1,186)            (1,176)
   Accumulated deficit (restated)..........................................               (17,969)           (17,592)
   Accumulated other comprehensive loss....................................                  (569)              (583)
                                                                                    --------------     ---------------
     Total stockholders' equity............................................                 4,110              3,669
                                                                                    --------------     ---------------
                                                                                    $      28,465        $    27,407
                                                                                    ==============     ===============
</TABLE>

                 See Notes to Consolidated Financial Statements



                                       4
<PAGE>   5


                       TRO LEARNING, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                              NINE MONTHS ENDED
                                                                                                  JULY 31,
                                                                                        ------------------------------
                                                                                            1999              1998
                                                                                        ------------     -------------
<S>                                                                                     <C>              <C>
Cash flows from operating activities:
   Net loss.....................................................................        $    (377)        $ (1,831)
                                                                                        ------------     -------------
   Adjustments to reconcile net loss to net cash provided by (used in)
     operating activities:
     Depreciation and amortization..............................................            2,241            2,166
     Provision for doubtful accounts............................................            1,033              561
     Loss on disposal of fixed assets...........................................                8                2
     (Increase) decrease in assets:
       Accounts receivable......................................................           (2,359)            (337)
       Inventories..............................................................               36              215
       Prepaid expenses and other current and noncurrent assets.................              316              290
     Increase (decrease) in liabilities:
       Accounts payable.........................................................           (1,590)            (123)
       Accrued liabilities, accrued employee salaries and
         benefits and other liabilities.........................................           (1,414)          (1,147)
       Deferred revenue.........................................................              448              487
                                                                                        ------------     -------------
         Total adjustments......................................................           (1,281)           2,114
                                                                                        ------------     -------------
           Net cash provided by (used in) operating activities..................           (1,658)             283
                                                                                        ------------     -------------
Cash flows from investing activities:
   Capital expenditures.........................................................             (706)            (536)
   Capitalization of product development costs..................................           (2,035)          (1,953)
                                                                                        ------------     -------------
       Net cash used in investing activities....................................           (2,741)          (2,489)
                                                                                        ------------     -------------
Cash flows from financing activities:
   Net proceeds from short-term borrowings......................................            1,810            2,971
   Repayment of long-term debt..................................................           (2,441)            (400)
   Net proceeds from issuance of convertible redeemable preferred stock.........            4,499              ---
   Net proceeds from issuance of common stock...................................              109              110
                                                                                       ------------     -------------
     Net cash provided by financing activities..................................            3,977            2,681
                                                                                        ------------     -------------
Effect of foreign currency on cash..............................................               15             (132)
                                                                                        ------------     -------------
Net increase (decrease) in cash and cash equivalents............................             (407)             343
Cash and cash equivalents at beginning of period................................              466              537
                                                                                        ------------     -------------
Cash and cash equivalents at end of period......................................        $      59        $     880
                                                                                        ============     =============
Cash paid for interest expense..................................................        $   1,266        $   1,585
                                                                                        ============     =============
</TABLE>

                 See Notes to Consolidated Financial Statements



                                       5
<PAGE>   6


                       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 contract 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
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>   7

                       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.

2.    ACCOUNTS RECEIVABLE:

Accounts receivable include net installment receivables of $8,591,000 and
$10,496,000 at July 31, 1999 and October 31, 1998, respectively. Installment
receivables to be billed after one year were $774,000 and $575,000 at July 31,
1999 and October 31,1998, respectively, and are included in other assets on the
consolidated balance sheets.


                                       7
<PAGE>   8

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


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.

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.

At July 31, 1999, borrowings of $8,690,000 were outstanding at an interest rate
of 8.3% and the unused borrowing capacity was $4,297,000.

Long-term Debt:

At July 31, 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.

4.       CONVERTIBLE REDEEMABLE PREFERRED STOCK (RESTATED):

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. Additionally, on July 16, 1999, the Company issued
warrants to purchase approximately 63,000 shares of the Company's common stock
at $8.72 per share related to the issuance of the Series C


                                       8
<PAGE>   9
                       TRO LEARNING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4. CONVERTIBLE REDEEMABLE PREFERRED STOCK (RESTATED), CONTINUED

Preferred. The Company received proceeds of $5,000,000 and paid offering costs
of $501,000, resulting in net proceeds of $4,499,000 for the Series C Preferred
and warrants. The warrants were assigned a value of $541,000 resulting in an
increase to paid in capital and a reduction to the carrying value of the Series
C Preferred.

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 after 90 days into shares of
the Company's common stock, at the option of the holder, and may be converted 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 decreases
over time from 90% (after 90 days) to 82% (after 631 days from issuance). The
minimum conversion price is $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 conversion terms of the Series C Preferred include a beneficial conversion
feature at the issue date. The most beneficial conversion price was determined
to be 82% of the average of the three lowest closing prices of the Company's
common stock during the 30 trading days prior to the issue date. As of the issue
date, the Company allocated approximately $826,000 to the beneficial conversion
feature resulting in an increase to paid in capital and a reduction to the
carrying value of the Series C Preferred. The beneficial conversion feature is
being recognized as a deemed dividend to the preferred stockholders over the 631
day period from the issue date to the date of the most beneficial conversion
percentage using the greater of the effective interest method or the amount the
holder can realize at each reporting date.

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 equal to the applicable


                                       9
<PAGE>   10
                       TRO LEARNING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.       CONVERTIBLE REDEEMABLE PREFERRED STOCK (RESTATED), CONTINUED

percentage of the average closing price of the Company's common stock during the
defined period prior to redemption. The applicable percentage is adjusted over
time from 125% to 156%.

The Series C Preferred, and shares of the Company's common stock obtained
through conversions of the Series C Preferred and currently held by the holder,
are 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 another 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 , and shares of the
Company's common stock obtained through conversions of the Series C Preferred
and currently held by the holder, are presented between total liabilities and
stockholders' equity on the consolidated balance sheets, as required by the
Securities and Exchange Commission. During the quarter ended July 31, 1999,
approximately 133 shares of the Series C Preferred were converted by the holders
into approximately 259,000 shares of the Company's common stock. The carrying
value of the converted Series C Preferred was approximately $938,000 and this
amount was transferred to redeemable common stock on the consolidated balance
sheets.

The initial fair value of the Series C Preferred was $3,358,000 at the issue
date (proceeds of $5,000,000 reduced by offering costs of $422,000, warrant
valuation of $394,000, and the beneficial conversion feature of $826,000) and is
presented outside of stockholders' equity given its mandatory redemption terms.
Additional offering costs of $49,000 were recorded for the three months ended
April 30, 1999. Additional offering costs of $30,000 and warrant valuation of
$147,000 were recorded for the three months ended July 31, 1999. The carrying
value of the Series C Preferred will be increased for amortization of the
beneficial conversion feature as discussed above. Amortization was $0 and
$670,000 for the three and nine months ended July 31, 1999, respectively.

5.       INCOME TAXES:

No tax benefit has been recorded at July 31, 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.



                                       10

<PAGE>   11
                       TRO LEARNING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6.       COMPREHENSIVE INCOME (LOSS):

Total comprehensive income (loss) was as follows (in thousands):
<TABLE>
<CAPTION>

                                                               THREE MONTHS ENDED             NINE MONTHS ENDED
                                                          ----------------------------  -----------------------------
                                                             JULY 31,       JULY 31,       JULY 31,       JULY 31,
                                                               1999           1998           1999           1998
                                                          -------------  -------------  -------------  --------------
<S>                                                       <C>            <C>            <C>            <C>
Net income (loss).....................................    $   2,523      $   1,586      $    (377)     $  (1,831)
Foreign currency translation adjustments..............          (19)          (103)            14           (132)
                                                          -------------  -------------  -------------  --------------
       Total comprehensive income (loss)..............    $   2,504      $   1,483      $    (363)     $  (1,963)
                                                          =============  =============  =============  ==============
</TABLE>

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

7.       EARNINGS PER SHARE (RESTATED):

Earnings per share is calculated as follows (in thousands, except per share
data):
<TABLE>
<CAPTION>

                                                                THREE MONTHS ENDED             NINE MONTHS ENDED
                                                                     JULY 31,                      JULY 31,
                                                             --------------------------    --------------------------
                                                                1999            1998           1999           1998
                                                             -----------    -----------    -----------    -----------
                                                                                           (RESTATED)
<S>                                                          <C>            <C>            <C>            <C>
Basic:
Net income (loss) available to common
   stockholders..........................................    $   2,523      $   1,586      $  (1,047)     $  (1,831)
                                                             ===========    ===========    ===========    ===========
Weighted average common shares outstanding..............         6,598          6,417          6,484          6,407
                                                             ===========    ===========    ===========    ===========
Basic earnings per share................................     $    0.38      $    0.25      $   (0.16)     $   (0.29)
                                                             ===========    ===========    ===========    ===========

Diluted:
Net income (loss) available to common stockholders           $   2,523      $   1,586      $  (1,047)     $  (1,831)
Preferred stock accretion...............................           ---            ---            ---            ---
Convertible debentures interest.........................            76            ---            ---            ---
                                                             -----------    -----------    -----------    -----------
Net income (loss) for diluted earnings per share........     $   2,599      $   1,586      $  (1,047)     $  (1,831)
                                                             ===========    ===========    ===========    ===========
Weighted average common shares outstanding..............         6,598          6,417          6,484          6,407
Potential common shares:
   Stock options and warrants...........................            44            138            ---            ---
   Convertible preferred stock..........................           795            ---            ---            ---
   Convertible debentures...............................           318            318            ---            ---
                                                             -----------    -----------    -----------    -----------
Weighted average common and potential common
  shares outstanding for diluted earnings per share.....         7,755          6,873          6,484          6,407
                                                             ===========    ===========    ===========    ===========
Diluted earnings per share..............................     $    0.34      $    0.23      $   (0.16)     $   (0.29)
                                                             ===========    ===========    ===========    ===========
</TABLE>


                                       11
<PAGE>   12

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


7.       EARNINGS PER SHARE (RESTATED), CONTINUED

Since the Company incurred a net loss for the nine months ended July 31, 1999
and 1998, potential common shares are antidilutive and excluded from the
calculation of earnings per share.

8.       QUARTERLY RESTATEMENTS:

The Company has restated its consolidated financial statements for the quarters
ended January 31,1999, April 30, 1999, and July 31, 1999 to (i) account for the
beneficial conversion feature associated with the Series C Preferred (see Note
4), (ii) remove the accretion to the stated value of the Series C Preferred
previously charged to accumulated deficit given that the mandatory redemption
rights are contingent rights, and (iii) present the outstanding common stock
obtained upon conversion, which is also subject to the mandatory redemption
features of the Series C Preferred, outside of stockholders' equity.

The effect of the restatements on the consolidated balance sheet at July 31,
1999 was as follows (in thousands):
<TABLE>
<CAPTION>

                                               CONVERTIBLE
                                               REDEEMABLE     REDEEMABLE
                                                PREFERRED      COMMON          COMMON       PAID IN     ACCUMULATED
                                                  STOCK         STOCK          STOCK        CAPITAL       DEFICIT
                                              ------------  -------------  ------------- ------------  -------------
<S>                                           <C>           <C>            <C>           <C>           <C>

          Balance, previously reported......     $ 2,996       $   ---      $     67        $24,631       $(18,025)
          Adjustment - beneficial
               conversion feature...........        (826)          ---           ---            826            ---
          Adjustment - amortization of
               beneficial conversion feature         670           ---           ---           (670)           ---
          Adjustment - reverse accretion
               to stated value..............         (56)          ---           ---            ---             56
          Adjustment - conversions of
               convertible redeemable
               preferred stock..............          82           938            (3)        (1,017)           ---
                                               ------------  ------------- -------------  ------------  -------------
          Balance, restated.................     $ 2,866       $   938      $     64        $23,770       $(17,969)
                                               ============  ============= =============  ============  =============
</TABLE>


                                       12
<PAGE>   13

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



8.       QUARTERLY RESTATEMENTS, CONTINUED:

The effect of the restatements on the consolidated statements of income for the
three and nine months ended July 31, 1999 was as follows (in thousands, except
per share amounts):
<TABLE>
<CAPTION>

                                                                   THREE MONTHS         NINE MONTHS
                                                                       ENDED               ENDED
                                                                   JULY 31, 1999       JULY 31, 1999
                                                                 -----------------  ------------------
<S>                                                              <C>                <C>
          Net income (loss) available to common
               stockholders, previously reported............       $     2,499        $      (433)
          Adjustment - amortization of beneficial
               conversion feature...........................               ---               (670)
          Adjustment - reverse accretion to stated value....                24                 56
                                                                 -----------------  ------------------
          Net income (loss) available to common
               stockholders, restated.......................       $     2,523        $    (1,047)
                                                                 =================  ==================

          Basic earnings per share, previously reported.....       $      0.38        $     (0.07)
          Adjustment - amortization of beneficial
               conversion feature...........................               ---              (0.10)
          Adjustment - reverse accretion to stated value....               ---               0.01
                                                                 -----------------  ------------------
          Basic earnings per share, restated................       $      0.38        $     (0.16)
                                                                 =================  ==================

</TABLE>

                                       13
<PAGE>   14



                                   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 March 9, 2000.

                                    TRO LEARNING, INC.





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





                                        /s/John Murray
                                        ----------------------------------------
                                        President, Chief Operating Officer and
                                        Acting Chief Financial Officer
                                        (principal financial officer)





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



                                       14