UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 0-20842

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

10801 Nesbitt Avenue South
Bloomington, Minnesota 55437
(952) 832-1000
(Address, including zip code, and telephone number, including area code, of Issuer's principal executive offices)

Common Stock, par value $0.01 per share
(Title of each class of securities covered by this Form)

None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)
p
Rule 12g-4(a)(2)
p
Rule 12h-3(b)(1)(i)
x
Rule 12h-3(b)(1)(ii)
p
Rule 15d-6
p

Approximate number of holders of record as of the certification or notice date: one

Pursuant to the requirements of the Securities Exchange Act of 1934 PLATO Learning, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:   May 25, 2010
 
By: /s/ Robert J. Rueckl
   
Robert J. Rueckl
   
Vice President and Chief Financial Officer


 
 
 

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