<PAGE>
================================================================================


     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 2002

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            ------------------------


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

            DELAWARE                                              36-3660532
 (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                             Identification No.)

                           10801 NESBITT AVENUE SOUTH
                          BLOOMINGTON, MINNESOTA 55437
                    (Address of principal executive offices)

                              PLATO LEARNING, INC.
                                 2002 STOCK PLAN
                              (Full title of plan)


              John Murray                                 Copy to:
 President and Chief Executive Officer            Martin R. Rosenbaum, Esq.
          PLATO Learning, Inc.                Maslon Edelman Borman & Brand, LLP
       10801 Nesbitt Avenue South                  3300 Wells Fargo Center
      Bloomington, Minnesota 55437                   90 South 7th Street
            (952) 832-1000                       Minneapolis, Minnesota 55402
   (Name, address and telephone number,               (612) 672-8200
including area code, of agent for service)



                     --------------------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================== ================== ================= ===================== =======================
                                                               Proposed
                                         Proposed Maximum       Maximum
               Title of                    Amount to be      Offering Price        Aggregate              Amount of
      Securities to be Registered           Registered       Per Share (1)     Offering Price (1)    Registration Fee (1)
---------------------------------------- ------------------ ----------------- --------------------- -----------------------
<S>                                      <C>                <C>               <C>                   <C>
Common Stock, par  value $.01
per share....................                1,700,000           $17.05           $28,985,000             $2,666.62
======================================== ================== ================= ===================== =======================
</TABLE>

(1)  Calculated pursuant to Rule 457(h) of the Securities Act of 1933, as
     amended, based upon the average of the high and low prices of the common
     stock on the Nasdaq National Market System on March 18, 2002.


================================================================================

<PAGE>



                                     PART I

     Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents By Reference.

     The following documents filed with the Securities and Exchange Commission
by PLATO Learning, Inc. (the "Company") are incorporated herein by reference:

          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     October 31, 2001;

          (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
     January 31, 2002;

          (c) Definitive Proxy Statement for the 2002 Annual Meeting of
     Shareholders filed on February 4, 2002;

          (d) The description of the Company's common stock, par value $.01 per
     share (the "Common Stock"), which is contained in the registration
     statement on Form 8-A filed with the Commission on November 12, 1992 under
     the Securities Exchange Act of 1934, including any subsequent amendment or
     any report filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

     Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.


                                       2

<PAGE>


Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law provides the following:

          (a) A corporation shall have power to indemnify any person who was or
     is a party or is threatened to be made a party to any threatened, pending
     or completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (other than an action by or in the right of
     the corporation) by reason of the fact that he is or was a director,
     officer, employee or agent of the corporation, or is or was serving at the
     request of the corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or other enterprise,
     against expenses (including attorneys' fees), judgments, fines and amounts
     paid in settlement actually and reasonably incurred by him in connection
     with such action, suit or proceeding if he acted in good faith and in a
     manner he reasonably believed to be in or not opposed to the best interests
     of the corporation, and, with respect to any criminal action or proceeding,
     had no reasonable cause to believe his conduct was unlawful. The
     termination of any action, suit or proceeding by judgment, order,
     settlement, conviction, or upon a plea of nolo contendere or its
     equivalent, shall not, of itself, create a presumption that the person did
     not act in good faith and in a manner which he reasonably believed to be in
     or not opposed to the best interests of the corporation, and, with respect
     to any criminal action or proceeding, had reasonable cause to believe that
     his conduct was unlawful.

          (b) A corporation shall have power to indemnify any person who was or
     is a party or is threatened to be made a party to any threatened, pending
     or completed action or suit by or in the right of the corporation to
     procure a judgment in its favor by reason of the fact that he is or was a
     director, officer, employee or agent of the corporation, or is or was
     serving at the request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture, trust or other
     enterprise against expenses (including attorneys' fees) actually and
     reasonably incurred by him in connection with the defense or settlement of
     such action or suit if he acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best interests of the corporation
     and except that no indemnification shall be made in respect of any claim,
     issue or matter as to which such person shall have been adjudged to be
     liable to the corporation unless and only to the extent that the Court of
     Chancery or the court in which such action or suit was brought shall
     determine upon application that, despite the adjudication of liability but
     in view of all the circumstances of the case, such person is fairly and
     reasonably entitled to indemnity for such expense which the Court of
     Chancery or such other court shall deem proper.



                                       3


<PAGE>



     Under the provisions of the Company's By-laws, each person who was or is
made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director or officer, of the corporation or is or was serving at the request of
the corporation as a director, officer, employee, fiduciary, or agent of another
corporation or of a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless by the corporation to the fullest extent which
it is empowered to do so by the General Corporation Law of the Sate of Delaware,
as the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the corporation to
provide broader indemnification rights than said law permitted the corporation
to provide prior to such amendment) against all expense, liability and loss
(including attorneys' fees actually and reasonably incurred by such person in
connection with such proceeding and such indemnification shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that, except as provided in Section 2 of the Company's By-laws, the corporation
shall indemnify any such person seeking indemnification in connection with a
proceeding initiated by such person only if such proceeding was authorized by
the board of directors of the corporation. The right to indemnification
conferred in the By-laws is a contract right and, subject to Sections 2 and 5 of
the Company's By-laws, shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition. The corporation may, by action of its board of directors, provide
indemnification to employees and agents of the corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

     The Company has entered into indemnification agreements with its directors
and executive officers which provide indemnification to the full extent
permitted by the Company's By-Laws. Such agreements also provide for the
advancement to indemnified persons of litigation costs and expenses.

     The Company's Certificate of Incorporation provides that to the fullest
extent permitted by the Delaware Law, a director of the Company shall not be
liable to the Company or its stockholders for a breach of fiduciary duty as a
director.

     The Company maintains directors' and officers' liability insurance which
insures the directors and officers of the Company and its subsidiaries against
damages, judgments, settlements and costs incurred by reason of certain acts
committed by such persons in their capacities as officers and directors.

Item 7. Exemption From Registration Claimed.

     Not applicable.




                                       4

<PAGE>


Item 8.  Exhibits.

<TABLE>
<CAPTION>
  Exhibit Number    Description of Exhibit
  --------------    ----------------------
<S>                 <C>
          4.1       Certificate of Incorporation of the Company (filed as
                    Exhibit 3.01 to the Company's Registration Statement on Form
                    S-1 (File Number 33-54296) filed with the Commission on
                    November 6, 1992 and incorporated herein by reference)

          4.2       Amended and Restated By-laws of the Company (filed as
                    Exhibit 4.02 to the Company's Form S-8 filed with the
                    Commission on September 6, 2000, and incorporated herein by
                    reference)

          4.3       PLATO Learning, Inc. 2002 Stock Plan (filed as Appendix A to
                    the Company's Definitive Proxy Statement filed on February
                    4, 2002 and incorporated herein by reference)

          5.1       Opinion of Maslon Edelman Borman & Brand, LLP, as to the
                    legality of the securities being registered

         23.1       Consent of Maslon Edelman Borman & Brand, LLP (included in
                    its opinion filed as Exhibit 5.1)

         23.2       Consent of  PricewaterhouseCoopers LLP

         24.1       Powers of Attorney (included on signature page)
</TABLE>


Item 9.  Undertakings.

     The undersigned Company hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the dollar
          value of securities offered would not exceed that which was
          registered) and any deviation from the high or low end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          aggregate, the changes in volume and price represent no more than 20
          percent change in the



                                       5


<PAGE>


          maximum aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective registration statement.

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this registration
          statement or any material change to such information in the
          registration statement;

     provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply if
     the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in the
     Registration Statement;

          (2) That, for purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof;

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering;

     The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.



                                       6

<PAGE>






                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Bloomington, State of Minnesota, on March 20, 2002.

                                       PLATO LEARNING, INC.


                                       By: /s/ John Murray
                                           ----------------------------------
                                           John Murray
                                           President and Chief Executive Officer







                                       7



<PAGE>



                                POWER OF ATTORNEY

     The undersigned directors and executive officers of PLATO Learning, Inc. do
hereby constitute and appoint John Murray and Mary Jo Murphy, and each of them,
with full power of substitution, our true and lawful attorneys-in-fact and
agents to do any and all acts and things in our name and behalf in our
capacities as directors and officers, and to execute any and all instruments for
us and in our names in the capacities indicated below which such person may deem
necessary or advisable to enable PLATO Learning, Inc. to comply with the
Securities Act of 1933, as amended (the "Securities Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement, including specifically, but not
limited to, power and authority to sign for us, or any of us, in the capacities
indicated below, any and all amendments (including pre-effective and
post-effective amendments) hereto; and we do hereby ratify and confirm all that
such person or persons shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on March 20, 2002.


<TABLE>
<CAPTION>
            Signature                                                   Title
            ---------                                                   -----

<S>                                                     <C>
/s/ John Murray                                          President and Chief Executive Officer
--------------------------------------------             (Principal Executive Officer)
         John Murray

/s/ Gregory J. Melsen                                    Vice President, Finance & Chief Financial Officer
--------------------------------------------             (Principal Financial Officer)
         Gregory J. Melsen

/s/ Mary Jo Murphy                                       Vice President, Corporate Controller and Chief
--------------------------------------------             Accounting Officer and Assistant Secretary
         Mary Jo Murphy                                  (Principal Accounting Officer)

/s/ Joseph Duffy                                         Director
--------------------------------------------
         Joseph Duffy

/s/ Ruth L. Greenstein                                   Director
--------------------------------------------
         Ruth L. Greenstein

/s/ Thomas G. Hudson                                     Director
--------------------------------------------
         Thomas G. Hudson

/s/ John L. Krakauer                                     Director
--------------------------------------------
         John L. Krakauer

/s/ Dennis J. Reimer                                     Director
--------------------------------------------
         Dennis J. Reimer

/s/ William R. Roach                                     Director
--------------------------------------------
         William R. Roach

/s/ Arthur W. Stellar                                    Director
--------------------------------------------
         Arthur W. Stellar
</TABLE>



                                       8


<PAGE>


             INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8


<TABLE>
<CAPTION>
Exhibit
Number            Description of Exhibit
-------           ----------------------
<S>               <C>
5.1               Opinion of Maslon Edelman Borman & Brand, LLP as to the
                  legality of the securities being registered

23.2              Consent of  PricewaterhouseCoopers LLP
</TABLE>







                                       9
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{"company-data": {"conformed-name": "PLATO LEARNING INC", "cik": "0000893965", "assigned-sic": "2741", "irs-number": "363660532", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84592", "film-number": "02579879"}, "business-address": {"street1": "10801 NESBITT AVENUE SOUTH", "city": "BLOOMINGTON", "state": "MN", "zip": "55437", "phone": "8477817800"}, "mail-address": {"street1": "10801 NESBITT AVENUE SOUTH", "city": "BLOOMINGTON", "state": "MN", "zip": "55437"}, "former-company": {"former-conformed-name": "TRO LEARNING INC", "date-changed": "19940218"}}
================================================================================

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 2002

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            ------------------------

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

            DELAWARE                                              36-3660532
 (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                             Identification No.)

                           10801 NESBITT AVENUE SOUTH
                          BLOOMINGTON, MINNESOTA 55437
                    (Address of principal executive offices)

                              PLATO LEARNING, INC.
                                 2002 STOCK PLAN
                              (Full title of plan)

              John Murray                                 Copy to:
 President and Chief Executive Officer            Martin R. Rosenbaum, Esq.
          PLATO Learning, Inc.                Maslon Edelman Borman & Brand, LLP
       10801 Nesbitt Avenue South                  3300 Wells Fargo Center
      Bloomington, Minnesota 55437                   90 South 7th Street
            (952) 832-1000                       Minneapolis, Minnesota 55402
   (Name, address and telephone number,               (612) 672-8200
including area code, of agent for service)

                     --------------------------------------

                         CALCULATION OF REGISTRATION FEE
======================================== ================== ================= ===================== =======================
                                                               Proposed
                                         Proposed Maximum       Maximum
               Title of                    Amount to be      Offering Price        Aggregate              Amount of
      Securities to be Registered           Registered       Per Share (1)     Offering Price (1)    Registration Fee (1)
---------------------------------------- ------------------ ----------------- --------------------- -----------------------
Common Stock, par  value $.01
per share....................                1,700,000           $17.05           $28,985,000             $2,666.62
======================================== ================== ================= ===================== =======================
(1)  Calculated pursuant to Rule 457(h) of the Securities Act of 1933, as
     amended, based upon the average of the high and low prices of the common
     stock on the Nasdaq National Market System on March 18, 2002.

================================================================================
PART I

     Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents By Reference.

     The following documents filed with the Securities and Exchange Commission
by PLATO Learning, Inc. (the "Company") are incorporated herein by reference:

          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     October 31, 2001;

          (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
     January 31, 2002;

          (c) Definitive Proxy Statement for the 2002 Annual Meeting of
     Shareholders filed on February 4, 2002;

          (d) The description of the Company's common stock, par value $.01 per
     share (the "Common Stock"), which is contained in the registration
     statement on Form 8-A filed with the Commission on November 12, 1992 under
     the Securities Exchange Act of 1934, including any subsequent amendment or
     any report filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

     Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

                                       2
Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law provides the following:

          (a) A corporation shall have power to indemnify any person who was or
     is a party or is threatened to be made a party to any threatened, pending
     or completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (other than an action by or in the right of
     the corporation) by reason of the fact that he is or was a director,
     officer, employee or agent of the corporation, or is or was serving at the
     request of the corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or other enterprise,
     against expenses (including attorneys' fees), judgments, fines and amounts
     paid in settlement actually and reasonably incurred by him in connection
     with such action, suit or proceeding if he acted in good faith and in a
     manner he reasonably believed to be in or not opposed to the best interests
     of the corporation, and, with respect to any criminal action or proceeding,
     had no reasonable cause to believe his conduct was unlawful. The
     termination of any action, suit or proceeding by judgment, order,
     settlement, conviction, or upon a plea of nolo contendere or its
     equivalent, shall not, of itself, create a presumption that the person did
     not act in good faith and in a manner which he reasonably believed to be in
     or not opposed to the best interests of the corporation, and, with respect
     to any criminal action or proceeding, had reasonable cause to believe that
     his conduct was unlawful.

          (b) A corporation shall have power to indemnify any person who was or
     is a party or is threatened to be made a party to any threatened, pending
     or completed action or suit by or in the right of the corporation to
     procure a judgment in its favor by reason of the fact that he is or was a
     director, officer, employee or agent of the corporation, or is or was
     serving at the request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture, trust or other
     enterprise against expenses (including attorneys' fees) actually and
     reasonably incurred by him in connection with the defense or settlement of
     such action or suit if he acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best interests of the corporation
     and except that no indemnification shall be made in respect of any claim,
     issue or matter as to which such person shall have been adjudged to be
     liable to the corporation unless and only to the extent that the Court of
     Chancery or the court in which such action or suit was brought shall
     determine upon application that, despite the adjudication of liability but
     in view of all the circumstances of the case, such person is fairly and
     reasonably entitled to indemnity for such expense which the Court of
     Chancery or such other court shall deem proper.

                                       3
Under the provisions of the Company's By-laws, each person who was or is
made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director or officer, of the corporation or is or was serving at the request of
the corporation as a director, officer, employee, fiduciary, or agent of another
corporation or of a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless by the corporation to the fullest extent which
it is empowered to do so by the General Corporation Law of the Sate of Delaware,
as the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the corporation to
provide broader indemnification rights than said law permitted the corporation
to provide prior to such amendment) against all expense, liability and loss
(including attorneys' fees actually and reasonably incurred by such person in
connection with such proceeding and such indemnification shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that, except as provided in Section 2 of the Company's By-laws, the corporation
shall indemnify any such person seeking indemnification in connection with a
proceeding initiated by such person only if such proceeding was authorized by
the board of directors of the corporation. The right to indemnification
conferred in the By-laws is a contract right and, subject to Sections 2 and 5 of
the Company's By-laws, shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition. The corporation may, by action of its board of directors, provide
indemnification to employees and agents of the corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

     The Company has entered into indemnification agreements with its directors
and executive officers which provide indemnification to the full extent
permitted by the Company's By-Laws. Such agreements also provide for the
advancement to indemnified persons of litigation costs and expenses.

     The Company's Certificate of Incorporation provides that to the fullest
extent permitted by the Delaware Law, a director of the Company shall not be
liable to the Company or its stockholders for a breach of fiduciary duty as a
director.

     The Company maintains directors' and officers' liability insurance which
insures the directors and officers of the Company and its subsidiaries against
damages, judgments, settlements and costs incurred by reason of certain acts
committed by such persons in their capacities as officers and directors.

Item 7. Exemption From Registration Claimed.

     Not applicable.

                                       4
Item 8.  Exhibits.
Exhibit Number    Description of Exhibit
  --------------    ----------------------
4.1       Certificate of Incorporation of the Company (filed as
                    Exhibit 3.01 to the Company's Registration Statement on Form
                    S-1 (File Number 33-54296) filed with the Commission on
                    November 6, 1992 and incorporated herein by reference)

          4.2       Amended and Restated By-laws of the Company (filed as
                    Exhibit 4.02 to the Company's Form S-8 filed with the
                    Commission on September 6, 2000, and incorporated herein by
                    reference)

          4.3       PLATO Learning, Inc. 2002 Stock Plan (filed as Appendix A to
                    the Company's Definitive Proxy Statement filed on February
                    4, 2002 and incorporated herein by reference)

          5.1       Opinion of Maslon Edelman Borman & Brand, LLP, as to the
                    legality of the securities being registered

         23.1       Consent of Maslon Edelman Borman & Brand, LLP (included in
                    its opinion filed as Exhibit 5.1)

         23.2       Consent of  PricewaterhouseCoopers LLP

         24.1       Powers of Attorney (included on signature page)
Item 9.  Undertakings.

     The undersigned Company hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the dollar
          value of securities offered would not exceed that which was
          registered) and any deviation from the high or low end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          aggregate, the changes in volume and price represent no more than 20
          percent change in the

                                       5
maximum aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective registration statement.

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this registration
          statement or any material change to such information in the
          registration statement;

     provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply if
     the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in the
     Registration Statement;

          (2) That, for purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof;

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering;

     The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       6
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Bloomington, State of Minnesota, on March 20, 2002.

                                       PLATO LEARNING, INC.

                                       By: /s/ John Murray
                                           ----------------------------------
                                           John Murray
                                           President and Chief Executive Officer

                                       7
POWER OF ATTORNEY

     The undersigned directors and executive officers of PLATO Learning, Inc. do
hereby constitute and appoint John Murray and Mary Jo Murphy, and each of them,
with full power of substitution, our true and lawful attorneys-in-fact and
agents to do any and all acts and things in our name and behalf in our
capacities as directors and officers, and to execute any and all instruments for
us and in our names in the capacities indicated below which such person may deem
necessary or advisable to enable PLATO Learning, Inc. to comply with the
Securities Act of 1933, as amended (the "Securities Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement, including specifically, but not
limited to, power and authority to sign for us, or any of us, in the capacities
indicated below, any and all amendments (including pre-effective and
post-effective amendments) hereto; and we do hereby ratify and confirm all that
such person or persons shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on March 20, 2002.
Signature                                                   Title
            ---------                                                   -----
/s/ John Murray                                          President and Chief Executive Officer
--------------------------------------------             (Principal Executive Officer)
         John Murray

/s/ Gregory J. Melsen                                    Vice President, Finance & Chief Financial Officer
--------------------------------------------             (Principal Financial Officer)
         Gregory J. Melsen

/s/ Mary Jo Murphy                                       Vice President, Corporate Controller and Chief
--------------------------------------------             Accounting Officer and Assistant Secretary
         Mary Jo Murphy                                  (Principal Accounting Officer)

/s/ Joseph Duffy                                         Director
--------------------------------------------
         Joseph Duffy

/s/ Ruth L. Greenstein                                   Director
--------------------------------------------
         Ruth L. Greenstein

/s/ Thomas G. Hudson                                     Director
--------------------------------------------
         Thomas G. Hudson

/s/ John L. Krakauer                                     Director
--------------------------------------------
         John L. Krakauer

/s/ Dennis J. Reimer                                     Director
--------------------------------------------
         Dennis J. Reimer

/s/ William R. Roach                                     Director
--------------------------------------------
         William R. Roach

/s/ Arthur W. Stellar                                    Director
--------------------------------------------
         Arthur W. Stellar
8
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit
Number            Description of Exhibit
-------           ----------------------
5.1               Opinion of Maslon Edelman Borman & Brand, LLP as to the
                  legality of the securities being registered

23.2              Consent of  PricewaterhouseCoopers LLP
9