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): February 24, 2005


                              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 February 24, 2005, we issued a press release, attached hereto as Exhibit
99.1, announcing our first quarter 2005 financial results.

ITEM 7.01. REGULATION FD DISCLOSURE.

On February 24, 2005, we held our regularly scheduled conference call with the
investment community to discuss our first quarter 2005 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 February 24, 2005.

Exhibit 99.2      Transcript of prepared remarks for our first quarter 2005
                  earnings release conference call on February 24, 2005.













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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.

February 24, 2005                       By    /s/ Laurence L. Betterley
                                              ----------------------------------
                                              Senior Vice President and
                                              Chief Financial Officer














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