TUTR Plato Learning (MM)

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CUSIP NO. 72764Y100 SCHEDULE 13D PAGE 2 OF 7 PAGES
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 1 NAME OF REPORTING PERSON

 First Eagle Investment Management, LLC
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 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
 (b) [ ]

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 3 SEC USE ONLY

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 4 SOURCE OF FUNDS*

 AF
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 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
 TO ITEMS 2(d) or 2(e) [ ]

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 6 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
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 7 SOLE VOTING POWER

 1,475,000
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 NUMBER OF 8 SHARED VOTING POWER
 SHARES
BENEFICIALLY -0-
 OWNED BY ---------------------------------------------------------
 EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 1,475,000
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 10 SHARED DISPOSITIVE POWER

 -0-
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 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 1,475,000

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 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 CERTAIN SHARES*
 [ ]
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 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 6.04%
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 14 TYPE OF REPORTING PERSON*

 IA
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CUSIP NO. 72764Y100 SCHEDULE 13D PAGE 3 OF 7 PAGES
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ITEM 1. SECURITY AND ISSUER.

 This statement on Schedule 13D relates to the common stock, $.01 par
value per share (the "Shares"), of Plato Learning, Inc. (the "Issuer").
The principal executive office of the Issuer is located at 10801 Nesbitt Avenue
South, Bloomington, MN 55437.


ITEM 2. IDENTITY AND BACKGROUND.

 (a) This statement is filed by First Eagle Investment Management, LLC, a
Delaware limited liability company and an investment adviser registered under
the Investment Advisers Act of 1940 (the "Reporting Person"). The Reporting
Person is a subsidiary of Arnhold and S. Bleichroeder Holdings, Inc. The Shares
reported herein are held by various clients in accounts under the Reporting
Person's management and control. Messrs. Jason Dahl and Jonathan Spitzer
(together, the "Portfolio Managers") are co-portfolio managers for these client
accounts and, as such, have the authority to make decisions regarding the voting
and disposition of the Shares. Mr. John P. Arnhold ("Mr. Arnhold") is the
Chairman of the Reporting Person and Bridget A. Macaskill ("Ms. Macaskill", and
together with Mr. Arnhold, the "Principals") is the Chief Executive Officer of
the Reporting Person.

 (b) The principal business address of the Reporting Person, the
Principals and the Portfolio Managers is 1345 Avenue of the Americas, New York,
New York 10105.

 (c) The principal business of the Reporting Person, the Principals and
the Portfolio Managers is investing for client accounts under their management.

 (d) None of the Reporting Person, the Principals or the Portfolio
Managers has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).

 (e) None of the Reporting Person, the Principals or the Portfolio
Managers has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

 (f) Mr. Arnhold and the Portfolio Managers are citizens of the United
States of America. Ms. Macaskill is a citizen of the United Kingdom.


ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 The Shares reported herein were acquired at an aggregate purchase price
of approximately $8,200,000. Such Shares were acquired with investment funds
in client accounts under the Reporting Person's management.

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CUSIP NO. 72764Y100 SCHEDULE 13D PAGE 4 OF 7 PAGES
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ITEM 4 PURPOSE OF TRANSACTION.

 The Reporting Person acquired the Shares for investment purposes in the
ordinary course of its business pursuant to investment strategies, including
risk arbitrage, because it believed that the Shares, when purchased, were
undervalued and represented an attractive investment opportunity.

 Except as set forth herein, the Reporting Person has no present plan or
proposal that would relate to or result in any of the matters set forth in
subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Person intends to
review its investment in the Issuer on a continuing basis and may engage in
discussions with management, the Board of Directors, other shareholders of the
Issuer and other relevant parties concerning matters with respect to the
Reporting Person's investment in the Shares, including, without limitation, the
business, operations, governance, management, strategy and future plans of the
Issuer. Depending on various factors, including, without limitation, the outcome
of any discussions referenced above, the Issuer's financial position and
strategic direction, actions taken by the Board of Directors, price levels of
the Shares, other investment opportunities available to the Reporting Person,
conditions in the securities market and general economic and industry
conditions, the Reporting Person may in the future take such actions with
respect to its investment in the Issuer as it deems appropriate, including,
without limitation, purchasing additional Shares or selling some or all of its
Shares, engaging in short selling of or any hedging or similar transactions
with respect to the Shares and/or otherwise changing its intention with respect
to any and all matters referred to in Item 4 of Schedule 13D.

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CUSIP NO. 72764Y100 SCHEDULE 13D PAGE 5 OF 7 PAGES
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ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.

 (a) As of the close of business on April 9, 2010, the Reporting
Person is deemed to be the beneficial owner of 1,475,000 Shares, constituting
approximately 6.04% of the Shares outstanding. The aggregate percentage of
Shares reported herein is based upon 24,410,861 Shares outstanding, which
is the total number of Shares outstanding as of February 26, 2010 as reported
in the Issuer's Quarterly Report on Form 10-Q filed on March 12, 2010 for
the quarterly period ended January 31, 2009.

 (b) By virtue of investment management agreements with its clients, the
Reporting Person shares with such clients voting and dispositive powers over the
1,475,000 Shares reported herein, which powers are exercised by the Principals
and the Portfolio Managers.

 (c) Information concerning transactions in the Shares effected by the
Reporting Person during the past sixty days is set forth in Schedule A hereto
and is incorporated herein by reference. Except as otherwise indicated, all of
the transactions in Shares listed on Schedule A hereto were effected in the open
market.

 (d) Clients of the Reporting Person have the right to receive and the
ultimate power to direct the receipt of dividends from, or the proceeds of the
sale of, the Shares reported herein.

 (e) Not applicable.


ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
 RESPECT TO SECURITIES OF THE COMPANY.

 The Reporting Person does not have any contract, arrangement,
understanding or relationship with any person with respect to the securities of
the Issuer.


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

None.

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CUSIP NO. 72764Y100 SCHEDULE 13D PAGE 6 OF 7 PAGES
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 SIGNATURES

 After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: April 9, 2010

 FIRST EAGLE INVESTMENT MANAGEMENT, LLC

 By: /s/ Mark Goldstein
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 Name: Mark Goldstein
 Title: Senior Vice President

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CUSIP NO. 72764Y100 SCHEDULE 13D PAGE 7 OF 7 PAGES
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 SCHEDULE A

TRANSACTIONS IN THE SHARES BY THE REPORTING PERSON DURING THE PAST 60 DAYS

Unless otherwise indicated, all trades were effected in the open market through
brokers.

Date of Transaction Shares Purchased (Sold) Price Per Share ($)
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 3/26/10 1,000,000 5.55
 4/05/10 63,787 5.59
 4/06/10 126,213 5.63
 4/07/10 108,141 5.64
 4/08/10 124,553 5.65
 4/09/10 52,306 5.64