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): March 1, 2004

THE ARISTOTLE CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE                                                                                     0-14669                                                      06-1165854

(State or other                                                                  (Commission File Number)                                    (IRS Employer

jurisdiction of incorporation)                                                                                                                            Identification No.)

96 Cummings Point Road, Stamford, CT                                                                                     06902

                               (Address of principal executive offices)                                                                                  (Zip Code)

Registrant's telephone number, including area code: (203) 358-8000

(Former name or former address, if changed since last report)

Page 1 of 2 Pages

Page 2 of 2 Pages

On March 1, 2004, the Company announced that it had declared cash dividends of $.33 and $.36 per share, respectively, on its outstanding shares of Series I Preferred Stock and Series J Preferred Stock. The dividends are payable on March 31, 2004, to holders of record on March 15, 2004.

The press release announcing said dividends is attached as Exhibit 99.1.

Item 12. Disclosure of Results of Operations and Financial Condition.

On March 1, 2004, The Aristotle Corporation issued a press release announcing financial results for the quarter and year ended December 31, 2003, a copy of which is attached as Exhibit 99.1.

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.

THE ARISTOTLE CORPORATION

(Registrant)

                                                                                                                   By: /s/ H. William Smith

                                                                                                                   Name: H. William Smith

                                                                                                                   Title: Vice President, General Counsel

                                                                                                                   and Secretary

                                                                                                                   Date: March 2, 2004

EXHIBITS

Exhibit 99.1 Press release issued March 1, 2004.

For Immediate Release News Release

Contacts:

Bill Smith or Dean Johnson

The Aristotle Corporation

Phone: (203) 358-8000 or (920) 563-2446

Fax: (203) 358-0179 or (920) 563-0234

Stamford, CT, March 1, 2004 - The Aristotle Corporation (NASDAQ: ARTL; ARTLP) announced today its fiscal 2003 results of operations. For financial reporting purposes, the merger of Nasco International, Inc. into The Aristotle Corporation ("Aristotle") on June 17, 2002 was accounted for as a reverse merger. As a result, the historical financial information for the periods up to June 17, 2002 is that of Nasco, and for the periods after June 17, 2002 is that of Aristotle.

For the three months ended December 31, 2003, net revenue was $32.9 million versus $32.6 million in the fourth quarter of 2002. Gross profit margins in the 2003 fourth quarter increased to 38.1% from 37.0% in the same quarter of the prior year. Earnings before income taxes and extraordinary gain totaled $2.9 million in the 2003 quarter compared to $1.8 million in the prior year, and net earnings increased to $1.5 million compared to $1.0 million. Net loss applicable to common shareholders in the fourth quarter of 2003 was $.7 million, or $.04 per common share, compared to a loss of $1.1 million, or $.07 per common share, in the fourth quarter of 2002. The 2003 fourth quarter includes the accretion of $2.2 million of preferred dividends on the Series I and Series J preferred stocks issued on June 17, 2002, $1.7 million of expense related to the non-cash provision for deferred Federal income taxes, and $.1 million related to the non-cash provision for stock option expense was recognized. In the 2002 fourth quarter, $2.1 million in preferred dividends had accreted, the tax provision included $1.0 million of expense related to the non-cash provision for deferred Federal income taxes, and $.1 million related to the non-cash provision for stock option expense was recognized.

For the twelve months ended December 31, 2003, net revenue was $163.2 million versus $165.9 million in the twelve months of 2002. Gross profit margins in 2003 improved to 37.6% from 35.5% in the prior year. Earnings before income taxes and extraordinary gain for 2003 increased to $20.3 million from $16.7 million in 2002, and earnings before extraordinary gain increased to $12.0 million from $10.1 million. Earnings before extraordinary gain applicable to common shareholders for 2003 was $3.4 million, or $.20 per diluted common share, compared to $5.4 million, or $.33 per diluted common share, in 2002; an extraordinary gain in 2002 of $20.2 million ($1.25 per diluted common share) primarily resulted from the recognition through purchase accounting of $30.7 million of Federal tax benefits, partially offset by the elimination of Aristotle's pre-merger goodwill and long-term assets of $8.3 million. The 2003 fiscal year includes the accretion of $8.6 million of preferred dividends on the Series I and Series J preferred stocks issued on June 17, 2002, $6.7 million of expense related to the non-cash provision for deferred Federal income taxes, and $.5 million related to the non-cash provision for stock option expense was recognized. In the 2002 fiscal year, $4.6 million in preferred dividends had accreted, the tax provision included $3.4 million of expense related to the non-cash provision for deferred Federal income taxes, and $.3 million related to the non-cash provision for stock option expense was recognized.

Steven B. Lapin, Aristotle's President and Chief Operating Officer, stated, "In the face of difficult challenges to top-line growth as a result of troubled state economies which are, by far, the major funding vehicles for public and private schools, your Company worked to improve profit contributions in 2003 with enviable success. Although net sales declined 1.6% compared to 2002, earnings before income taxes and extraordinary gain grew nearly 22% in 2003. Management implemented effective measures throughout 2003 to enhance gross margins by more than 200 basis points while reducing selling and administrative expenses as a percent of sales by 27 basis points. These actions should provide sound infrastructure for future operating results as well."

Mr. Lapin added, "Complementing the growth rate in 2003 earnings, net cash generated by operations increased more than 40% in 2003 to $21.5 million. Aristotle used a portion of this cash to reduce its primary long-tem credit facility by $11.0 million, and to pay the preferred stock dividends. Your Company's cash flow benefited from the utilization of approximately $8.1 million of Federal net operating tax loss carryforwards in 2003, and $3.5 million in 2002 for the period post-merger. The balance sheet at December 31, 2003 includes approximately $20.8 million of deferred tax benefits related to these Federal net operating tax loss carryforwards, net of valuation allowances."

Dean T. Johnson, Aristotle's Chief Financial Officer, noted, "The reported 2003 earnings of $.20 per diluted common share includes the impact from preferred stock cash dividends of $8.6 million for the full 12 months of 2003. In contrast, the reported 2002 earnings before extraordinary gain of $.33 per diluted common share reflects $4.6 million of such dividends accreted from the June 17, 2002 merger date through the end of the year. If 2002 reported results had included accreted preferred dividends for a full 12-month period, the 2002 earnings before extraordinary gain would have been $.09 per diluted common share."

Aristotle also announced today that it has declared the semi-annual cash dividends of $.33 and $.36 per share, respectively, on its outstanding shares of Series I Preferred Stock and Series J Preferred Stock. The dividends are payable on March 31, 2004, to holders of record on March 15, 2004. Dividends are payable on Aristotle's preferred stock on March 31 and September 30, if and when declared by Aristotle's Board of Directors.

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Reference is also made to the risk factors set forth in Aristotle's final prospectus dated May 15, 2002 which was filed in connection with the merger with Nasco International, Inc.