UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

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

         Date of Report (date of earliest event reported): May 24, 2006

                       PEOPLES EDUCATIONAL HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
                 (State or Other Jurisdiction of Incorporation)


                                         
                000-50916                                41-1368898
        (Commission File Number)            (I.R.S. Employer Identification No.)



                                                      
            299 MARKET STREET                               07663
            SADDLE BROOK, NJ                             (Zip Code)
(Address of Principal Executive Offices)


Registrant's telephone number, including area code: (201) 712-0090

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



ITEM 7.01 REGULATION FD DISCLOSURE.

On May 24, 2006, the registrant issued a press release reporting the adoption of
Rule 10b5-1 trading plans by the registrant and by Brian T. Beckwith, the
registrant's President & CEO. The press release is furnished as Exhibit 99.1 to
this Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.

     Exhibit 99.1 Press Release issued on May 24, 2006


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                                   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.

                                        PEOPLES EDUCATIONAL HOLDINGS, INC.
                                        (Registrant)


                                        By: /s/ Brian T. Beckwith
                                            ------------------------------------
                                            Name:  Brian T. Beckwith
                                            Title: President and Chief Executive
                                                   Officer

Date: May 24, 2006


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