8-K

                                  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): November 22, 2004


                              PLATO LEARNING, INC.
                              --------------------
             (Exact name of Registrant as specified in its charter)


Delaware                               0-20842                        36-3660532
- --------                               -------                        ----------
(State or other jurisdiction   (Commission File Number)         (I.R.S. Employer
of incorporation)                                         Identification Number)


10801 Nesbitt Avenue South, Bloomington, MN                               55437
- ----------------------------------------------------------                -----
(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code: (952) 832-1000
                                                    --------------


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:

[ ] 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)).




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ITEM 7.01. REGULATION FD DISCLOSURE.

On November 22, 2004, we issued a press release, attached hereto as Exhibit
99.1, announcing that our fourth quarter and fiscal year 2004 results will be
issued at market close on December 15, 2004, instead of the previously announced
date of December 2, 2004. We also reaffirmed the updated fourth quarter 2004
guidance previously issued on November 10, 2004.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

Exhibit 99.1: Press Release dated November 22, 2004.




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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, on November 22, 2004.

                                                    PLATO LEARNING, INC.

                                                 By /s/ Laurence L. Betterley
                                                    ---------------------------
                                                    Laurence L. Betterley
                                                    Vice President, Finance and
                                                    Chief Financial Officer




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EX-99.1

                                                                    EXHIBIT 99.1

(PLATO LEARNING LOGO)
                                                           FOR IMMEDIATE RELEASE

                        CONTACT:      DAVID SMITH--INTERIM CEO
                                      LARRY BETTERLEY--VICE PRESIDENT & CFO
                                      STEVE SCHUSTER--VICE PRESIDENT & TREASURER
                                      952.832.1000

             PLATO LEARNING 4TH QUARTER EARNINGS RELEASE RESCHEDULED
       CHANGE ALLOWS NEW MANAGEMENT TIME TO BETTER ASSESS BUSINESS OUTLOOK

MINNEAPOLIS - NOVEMBER 22, 2004 - PLATO Learning, Inc. (NASDAQ: TUTR), a leading
provider of K-adult computer-based and e-learning solutions, today announced
that it will release its 4th quarter and fiscal year 2004 results at
market-close on December 15, 2004.

The release date was revised to allow David Smith, PLATO Learning's new interim
CEO, sufficient time to meet with the company's sales teams and assess the
company's operations, before providing 2005 financial guidance.

PLATO LEARNING REAFFIRMS GUIDANCE

PLATO Learning also reaffirmed the updated fourth-quarter 2004 guidance the
company issued on November 10, 2004. The company expects revenues for the fourth
quarter ended October 31, 2004, to be approximately $41.0 million to $43.0
million and revenues for the year ended October 31, 2004 to be in the range of
about $140 to $142 million. Consolidated pre-tax earnings are expected to be
near break-even for the year. Income tax expense is expected to be recognized as
no tax benefit is recognized on the company's U.K. losses.

EARNINGS CONFERENCE CALL

The conference call to discuss fourth quarter results is scheduled for December
15, 2004, at 3:45 PM (CT). The dial-in number for this call is 1-877-775-1746.
Please call ten minutes prior to the start of the call and inform the operator
you are participating in PLATO Learning's call. Should you be unable to attend
the live conference call, a recording will be available to you from 5:00 p.m.
(CT) on December 15, 2004, through midnight December 20, 2004. To access the
recording call: 1-800-642-1687. At the prompt, enter pass code number 1632269.

ABOUT PLATO LEARNING, INC.

PLATO Learning is a leading provider of computer-based and e-learning
instruction for kindergarten through adult learners, offering curricula in
reading, writing, mathematics, science, social studies, and life and job skills.
The company also offers innovative online assessment and accountability
solutions and standards-based professional development services. With over 6,000
hours of objective-based, problem-solving courseware, plus assessment,
alignment, and curriculum management tools, we create standards-based curricula
that facilitate learning and school improvement.



With trailing 12-month revenues of approximately $140 million, PLATO Learning is
a publicly held company traded as TUTR on the NASDAQ. PLATO Learning educational
software, delivered via networks, CD-ROM, the Internet, and private intranets,
is primarily marketed to K-12 schools and colleges. The Company also sells to
job training programs, correctional institutions, military education programs,
corporations, and individuals.

PLATO Learning is headquartered at 10801 Nesbitt Avenue South, Bloomington,
Minnesota 55437, 952.832.1000 or 800.869.2000. The Company has offices
throughout the United States, Canada, and the United Kingdom, as well as
international distributors in Puerto Rico, Singapore, South Africa, and the
United Arab Emirates. For more information, please visit http://www.plato.com.

This announcement includes forward-looking statements. PLATO Learning has based
these forward-looking statements on its current expectations and projections
about future events. Although PLATO Learning believes that its assumptions made
in connection with the forward-looking statements are reasonable, no assurances
can be given that its assumptions and expectations will prove to have been
correct. These forward-looking statements are subject to various risks,
uncertainties and assumptions. PLATO Learning undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. Any forward looking statements made
are subject to the risks and uncertainties as those described in the Company's
Annual Report on Form 10-K for the year ended October 31, 2003. Actual results
may differ materially from anticipated results.

PLATO(R) is a registered trademark of PLATO Learning, Inc. PLATO Learning is a
trademark of PLATO Learning, Inc. All other company and product names may be
trademarks or registered trademarks of their respective companies.