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): June 1, 2005

EXCELLIGENCE LEARNING CORPORATION

(Exact Name of registrant as specified in its charter)

Delaware

0-32613

77-0559897

(State of other jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

2 Lower Ragsdale Drive, Monterey, California 93940

(Address of principal executive offices) (Zip Code)

(831) 333-2000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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 1.01. Entry Into a Material Definitive Agreement.

Effective June 1, 2005, the Independent Directors of the Registrant increased the annual base salary of Judith McGuinn, the Registrant’s Executive Vice President and Chief Operating Officer, from approximately $213,000 to $225,000. In addition, the Independent Directors awarded a bonus of $30,000 to Ms. McGuinn in recognition of her outstanding contributions to the Registrant during the past few years.

SIGNATURE

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.


Date: June 3, 2005

	EXCELLIGENCE LEARNING CORPORATION

	By:	/s/ Diane Kayser
	Name:	Diane Kayser
	Title:	Executive Vice President and Chief Financial Officer

EXCELLIGENCE LEARNING CORP 8-K