SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                          Date of Report: March 6, 2000


                                TRUDY CORPORATION
                                 353 Main Avenue
                           Norwalk, Connecticut 06851


                           Commission File No. 0-16056
                      Incorporated in the State of Delaware
                      Federal Identification No. 06-1007765


                            Telephone: (203) 846-2274




ITEM 5.  OTHER EVENTS.

The Registrant announced on March 3, 2000 that its Chairman and Chief Executive
Officer, William W. Burnham, had embarked on the sale of up to 3,498,000 shares
of the Company's Common Stock, the proceeds of which will be loaned back to the
Company. See attached Exhibit 1.

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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 hereunto duly authorized.

                                          TRUDY CORPORATION

Date: March 6, 2000                By /s/ WILLIAM W. BURNHAM
                                      ------------------------------------------
                                          William W, Burnham, Chairman and Chief
                                          Executive Officer



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