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): September 14, 2001
                                                        ------------------


                                ZANY BRAINY, INC.
                 (Exact Name of Registrant Specified in Charter)

    Pennsylvania                  0-26185                   23-2663337
    -------------                 ---------                 ----------
   (State or Other            (Commission File           (I.R.S. Employer
   Jurisdiction of                 Number)              Identification No.)
   Incorporation)



               2520 Renaissance Boulevard
                King of Prussia, Pennsylvania                       19406
--------------------------------------------------------      ----------------
        (Address of Principal Executive Offices)                  (Zip Code)



       Registrant's telephone number, including area code: (610) 278-7800
                                                           --------------


                                 Not Applicable
        ----------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


Item 5. Other Events.

     On June 22, 2001, July 27, 2001 and August 24, 2001, Zany Brainy, Inc.,
Children's Products, Inc., Children's Development, Inc., Noodle Kidoodle, Inc.,
Children's Distribution, LLC and Zany Brainy Direct LLC filed their May Monthly
Operating Reports, June Monthly Operating Reports and July Monthly Operating
Reports, respectively, with the United States Bankruptcy Court for the District
of Delaware (the "Bankruptcy Court"). Copies of those monthly operating reports
are attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3,
respectively, and are incorporated herein in their entirety. Children's
Products, Inc., Children's Development, Inc., Noodle Kidoodle, Inc., Children's
Distribution, LLC and Zany Brainy Direct LLC are our subsidiaries. Copies of any
bank statements originally filed with the Bankruptcy Court as part of the May
Monthly Operating Reports, June Monthly Operating Reports and July Monthly
Operating Reports have been omitted.

     THE MONTHLY OPERATING REPORTS CONTAIN FINANCIAL STATEMENTS AND OTHER
FINANCIAL INFORMATION THAT HAVE NOT BEEN AUDITED OR REVIEWED BY INDEPENDENT
ACCOUNTANTS AND MAY BE SUBJECT TO FUTURE RECONCILIATION AND ADJUSTMENTS.

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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibit No.    Exhibit
-----------    -------

99.1           May Monthly Operating Reports of Zany Brainy, Inc., Children's
               Products, Inc., Children's Development, Inc., Noodle Kidoodle,
               Inc., Children's Distribution, LLC and Zany Brainy Direct LLC
               filed on June 22, 2001.

99.2           June Monthly Operating Reports of Zany Brainy, Inc., Children's
               Products, Inc., Children's Development, Inc., Noodle Kidoodle,
               Inc., Children's Distribution, LLC and Zany Brainy Direct LLC
               filed on July 27, 2001.

99.3           July Monthly Operating Reports of Zany Brainy, Inc., Children's
               Products, Inc., Children's Development, Inc., Noodle Kidoodle,
               Inc., Children's Distribution, LLC and Zany Brainy Direct LLC
               filed on August 24, 2001.

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                                    SIGNATURE

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                               ZANY BRAINY, INC.


Date:   September 14, 2001                     By:/s/ John V. Reilly
      ---------------------                      -------------------------------
                                                     John V. Reilly
                                                     President

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                                  EXHIBIT INDEX

Exhibit No.    Exhibit
-----------    -------

99.1           May Monthly Operating Reports of Zany Brainy, Inc., Children's
               Products, Inc., Children's Development, Inc., Noodle Kidoodle,
               Inc., Children's Distribution, LLC and Zany Brainy Direct LLC
               filed on June 22, 2001.

99.2           June Monthly Operating Reports of Zany Brainy, Inc., Children's
               Products, Inc., Children's Development, Inc., Noodle Kidoodle,
               Inc., Children's Distribution, LLC and Zany Brainy Direct LLC
               filed on July 27, 2001.

99.3           July Monthly Operating Reports of Zany Brainy, Inc., Children's
               Products, Inc., Children's Development, Inc., Noodle Kidoodle,
               Inc., Children's Distribution, LLC and Zany Brainy Direct LLC
               filed on August 24, 2001.

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