EXHIBIT 24.1

POWER OF ATTORNEY

     The undersigned, a Director of PLATO Learning, Inc., a Delaware corporation (the “Company”), does hereby constitute and appoint Robert J. Rueckl his true and lawful attorney and agent with full power and authority (acting alone) to execute in the name and on behalf of the undersigned as such Director, the following:

     (1) the Company’s Post-Effective Amendments to Form S-8 Registration Statements Under the Securities Act of 1933 involving securities offered under the following stock plans:

• TRO Learning, Inc. 1997 Stock Incentive Plan

• TRO Learning, Inc. 1997 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2000 Stock Incentive Plan

• PLATO Learning, Inc. 2000 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2002 Stock Plan; and

     (2) the Company’s Form S-8 Registration Statement Under the Securities Act of 1933, and related amendments if any, involving securities offered under the following stock plan:

• PLATO Learning, Inc. 2006 Stock Incentive Plan

     The undersigned hereby grants unto such attorney and agent full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorney and agent may do or cause to be done by virtue of these presents.

Dated this 10 day of December, 2008.

/s/ John G. Lewis  

John G. Lewis 

POWER OF ATTORNEY

     The undersigned, a Director of PLATO Learning, Inc., a Delaware corporation (the “Company”), does hereby constitute and appoint Robert J. Rueckl his true and lawful attorney and agent with full power and authority (acting alone) to execute in the name and on behalf of the undersigned as such Director, the following:

     (1) the Company’s Post-Effective Amendments to Form S-8 Registration Statements Under the Securities Act of 1933 involving securities offered under the following stock plans:

• TRO Learning, Inc. 1997 Stock Incentive Plan

• TRO Learning, Inc. 1997 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2000 Stock Incentive Plan

• PLATO Learning, Inc. 2000 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2002 Stock Plan; and

     (2) the Company’s Form S-8 Registration Statement Under the Securities Act of 1933, and related amendments if any, involving securities offered under the following stock plan:

• PLATO Learning, Inc. 2006 Stock Incentive Plan

     The undersigned hereby grants unto such attorney and agent full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorney and agent may do or cause to be done by virtue of these presents.

Dated this 10th day of December, 2008.

/s/ Robert S. Peterkin  

Robert S. Peterkin 

POWER OF ATTORNEY

     The undersigned, a Director of PLATO Learning, Inc., a Delaware corporation (the “Company”), does hereby constitute and appoint Robert J. Rueckl his true and lawful attorney and agent with full power and authority (acting alone) to execute in the name and on behalf of the undersigned as such Director, the following:

     (1) the Company’s Post-Effective Amendments to Form S-8 Registration Statements Under the Securities Act of 1933 involving securities offered under the following stock plans:

• TRO Learning, Inc. 1997 Stock Incentive Plan

• TRO Learning, Inc. 1997 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2000 Stock Incentive Plan

• PLATO Learning, Inc. 2000 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2002 Stock Plan; and

     (2) the Company’s Form S-8 Registration Statement Under the Securities Act of 1933, and related amendments if any, involving securities offered under the following stock plan:

• PLATO Learning, Inc. 2006 Stock Incentive Plan

     The undersigned hereby grants unto such attorney and agent full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorney and agent may do or cause to be done by virtue of these presents.

Dated this 10 day of December, 2008.

/s/ M. Lee Pelton  

M. Lee Pelton 

POWER OF ATTORNEY

     The undersigned, a Director of PLATO Learning, Inc., a Delaware corporation (the “Company”), does hereby constitute and appoint Robert J. Rueckl his true and lawful attorney and agent with full power and authority (acting alone) to execute in the name and on behalf of the undersigned as such Director, the following:

     (1) the Company’s Post-Effective Amendments to Form S-8 Registration Statements Under the Securities Act of 1933 involving securities offered under the following stock plans:

• TRO Learning, Inc. 1997 Stock Incentive Plan

• TRO Learning, Inc. 1997 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2000 Stock Incentive Plan

• PLATO Learning, Inc. 2000 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2002 Stock Plan; and

     (2) the Company’s Form S-8 Registration Statement Under the Securities Act of 1933, and related amendments if any, involving securities offered under the following stock plan:

• PLATO Learning, Inc. 2006 Stock Incentive Plan

     The undersigned hereby grants unto such attorney and agent full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorney and agent may do or cause to be done by virtue of these presents.

Dated this 10th day of December, 2008.

/s/ John T. Sanders  

John T. (Ted) Sanders 

POWER OF ATTORNEY

     The undersigned, a Director of PLATO Learning, Inc., a Delaware corporation (the “Company”), does hereby constitute and appoint Robert J. Rueckl his true and lawful attorney and agent with full power and authority (acting alone) to execute in the name and on behalf of the undersigned as such Director, the following:

     (1) the Company’s Post-Effective Amendments to Form S-8 Registration Statements Under the Securities Act of 1933 involving securities offered under the following stock plans:

• TRO Learning, Inc. 1997 Stock Incentive Plan

• TRO Learning, Inc. 1997 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2000 Stock Incentive Plan

• PLATO Learning, Inc. 2000 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2002 Stock Plan; and

     (2) the Company’s Form S-8 Registration Statement Under the Securities Act of 1933, and related amendments if any, involving securities offered under the following stock plan:

• PLATO Learning, Inc. 2006 Stock Incentive Plan

     The undersigned hereby grants unto such attorney and agent full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorney and agent may do or cause to be done by virtue of these presents.

Dated this 10 day of December, 2008.

/s/ Susan E. Knight  

Susan E. Knight 

POWER OF ATTORNEY

     The undersigned, a Director of PLATO Learning, Inc., a Delaware corporation (the “Company”), does hereby constitute and appoint Robert J. Rueckl his true and lawful attorney and agent with full power and authority (acting alone) to execute in the name and on behalf of the undersigned as such Director, the following:

     (1) the Company’s Post-Effective Amendments to Form S-8 Registration Statements Under the Securities Act of 1933 involving securities offered under the following stock plans:

• TRO Learning, Inc. 1997 Stock Incentive Plan

• TRO Learning, Inc. 1997 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2000 Stock Incentive Plan

• PLATO Learning, Inc. 2000 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2002 Stock Plan; and

     (2) the Company’s Form S-8 Registration Statement Under the Securities Act of 1933, and related amendments if any, involving securities offered under the following stock plan:

• PLATO Learning, Inc. 2006 Stock Incentive Plan

     The undersigned hereby grants unto such attorney and agent full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorney and agent may do or cause to be done by virtue of these presents.

Dated this                   day of December, 2008.

/s/ David W. Smith  

David W. Smith 

POWER OF ATTORNEY

     The undersigned, a Director of PLATO Learning, Inc., a Delaware corporation (the “Company”), does hereby constitute and appoint Robert J. Rueckl his true and lawful attorney and agent with full power and authority (acting alone) to execute in the name and on behalf of the undersigned as such Director, the following:

     (1) the Company’s Post-Effective Amendments to Form S-8 Registration Statements Under the Securities Act of 1933 involving securities offered under the following stock plans:

• TRO Learning, Inc. 1997 Stock Incentive Plan

• TRO Learning, Inc. 1997 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2000 Stock Incentive Plan

• PLATO Learning, Inc. 2000 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2002 Stock Plan; and

     (2) the Company’s Form S-8 Registration Statement Under the Securities Act of 1933, and related amendments if any, involving securities offered under the following stock plan:

• PLATO Learning, Inc. 2006 Stock Incentive Plan

     The undersigned hereby grants unto such attorney and agent full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorney and agent may do or cause to be done by virtue of these presents.

Dated this 10 day of December, 2008.

/s/ Joseph E. Duffy  

Joseph E. Duffy 

POWER OF ATTORNEY

     The undersigned, a Director of PLATO Learning, Inc., a Delaware corporation (the “Company”), does hereby constitute and appoint Robert J. Rueckl his true and lawful attorney and agent with full power and authority (acting alone) to execute in the name and on behalf of the undersigned as such Director, the following:

     (1) the Company’s Post-Effective Amendments to Form S-8 Registration Statements Under the Securities Act of 1933 involving securities offered under the following stock plans:

• TRO Learning, Inc. 1997 Stock Incentive Plan

• TRO Learning, Inc. 1997 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2000 Stock Incentive Plan

• PLATO Learning, Inc. 2000 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2002 Stock Plan; and

     (2) the Company’s Form S-8 Registration Statement Under the Securities Act of 1933, and related amendments if any, involving securities offered under the following stock plan:

• PLATO Learning, Inc. 2006 Stock Incentive Plan

     The undersigned hereby grants unto such attorney and agent full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorney and agent may do or cause to be done by virtue of these presents.

Dated this 10th day of December, 2008.

/s/ Ruth L. Greenstein  

Ruth L. Greenstein 

POWER OF ATTORNEY

     The undersigned, a Director of PLATO Learning, Inc., a Delaware corporation (the “Company”), does hereby constitute and appoint Robert J. Rueckl his true and lawful attorney and agent with full power and authority (acting alone) to execute in the name and on behalf of the undersigned as such Director, the following:

     (1) the Company’s Post-Effective Amendments to Form S-8 Registration Statements Under the Securities Act of 1933 involving securities offered under the following stock plans:

• TRO Learning, Inc. 1997 Stock Incentive Plan

• TRO Learning, Inc. 1997 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2000 Stock Incentive Plan

• PLATO Learning, Inc. 2000 Non-Employee Directors Stock Option Plan

• PLATO Learning, Inc. 2002 Stock Plan; and

     (2) the Company’s Form S-8 Registration Statement Under the Securities Act of 1933, and related amendments if any, involving securities offered under the following stock plan:

• PLATO Learning, Inc. 2006 Stock Incentive Plan

     The undersigned hereby grants unto such attorney and agent full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorney and agent may do or cause to be done by virtue of these presents.

Dated this                   day of December, 2008.

/s/ Warren Simmons  

Warren Simmons