EXHIBIT 21.01

SUBSIDIARIES OF THE REGISTRANT


PLATO Learning, Inc. has three subsidiaries:

1.       PLATO, Inc.

2.       CyberEd, Inc.

3.       TeachMaster Technologies, Inc.


PLATO, Inc. has three subsidiaries:

1.       PLATO Learning (Canada), Inc.

2.       PLATO Learning (UK), Ltd.

3.       NetSchools Corporation