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): December 15, 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
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(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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On December 15, 2004, we issued a press release, attached hereto as Exhibit
99.1, announcing our fourth quarter and fiscal year 2004 financial results.

ITEM 7.01. REGULATION FD DISCLOSURE.

On December 15, 2004, we held our regularly scheduled conference call with the
investment community to discuss our fourth quarter and fiscal year 2004
financial results. A transcript of our prepared remarks for this conference call
is attached hereto as Exhibit 99.2.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

Exhibit 99.1      Press Release dated December 15, 2004.

Exhibit 99.2      Transcript of prepared remarks for our fourth quarter and
                  fiscal year 2004 earnings release conference call on
                  December 15, 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.

                                            PLATO LEARNING, INC.

December 15, 2004                     By    /s/ Laurence L. Betterley
                                            ----------------------------------
                                            Senior Vice President and
                                            Chief Financial Officer



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