content: <PAGE>
  
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                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, DC  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 19, 2001
  
  
  
                                   DOCENT, INC.
                (Exact Name of Registrant as Specified in  Charter)
  
  
  
            Delaware                     0-31537                  77-0460705
  (State or Other Jurisdiction       (Commission File          (I.R.S. Employer
       of Incorporation)                 Number)            Identification Number)
  
  
                               2444 Charleston Road
                          Mountain View, California 94043
                (Address of Principal Executive Offices)(Zip Code)
  
  
  Registrant's telephone number, including area code:    (650) 934-9500
  
  ================================================================================
  <PAGE>
  
  Item 4.    Changes in Registrant's Certifying Public Accountant.
  ----------------------------------------------------------------
  
  (a)  Previous independent accountants
  
       (i)   On February 19, 2001, Docent, Inc. ("Docent") dismissed
  PricewaterhouseCoopers LLP ("PWC") as its independent accountants. The Audit
  Committee of Docent's Board of Directors participated in and approved the
  decision to change independent accountants.
  
       (ii)  The reports of PWC on Docent's financial statements for the past two
  fiscal years contained no adverse opinion or disclaimer of opinion and were not
  qualified or modified as to uncertainty, audit scope or accounting principle.
  
       (iii) In connection with its audits for Docent's two most recent fiscal
  years and through February 19, 2001, there have been no disagreements with PWC
  on any matter of accounting principles or practices, financial statement
  disclosure, or auditing scope or procedure, which disagreements if not resolved
  to the satisfaction of PWC would have caused them to make reference thereto in
  their report on the financial statements for such years.
  
       (iv)  During the two most recent fiscal years and through February 19,
  2001, there have been no reportable events (as defined in Regulation S-K Item
  304(a)(1)(v)).
  
       (v)   Docent has requested that PWC furnish it with a letter addressed to
  the Securities and Exchange Commission stating whether or not it agrees with the
  above statements. A copy of this letter, dated February 23, 2001, is filed as
  Exhibit 16.1 to this Form 8-K.
  
  (b)  New independent accountants
  
       Docent engaged Ernst & Young LLP ("E&Y") as its new independent auditors on
  February 22, 2001. The Audit Committee of Docent's Board of Directors
  participated in and approved the decision to retain E&Y as Docent's independent
  auditors. During the two most recent fiscal years and through February 22, 2001,
  Docent has not consulted with E&Y regarding either the application of accounting
  principles to a specified transaction, either completed or proposed; or the type
  of audit opinion that might be rendered on Docent's financial statements.
  
  Item 7.    Financial Statements and Exhibits.
  ---------------------------------------------
  
  (c)  Exhibits
  
       Exhibit No.              Description
       -----------              -----------
  
       Exhibit 16.1             Letter from PricewaterhouseCoopers LLP regarding
                                change in certifying accountant.
  <PAGE>
  
                                    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.
  
  Dated as of February 26, 2001.
  
                                    DOCENT, INC.
  
                                    By:  /s/  Donald E. Lundgren
                                        ------------------------------------------
                                        Donald E. Lundgren
                                        Vice President and Chief Financial Officer
  <PAGE>
  
                                   EXHIBIT INDEX
  
  Exhibit No.     Document
  ------------    ----------------------------------------------------------
  Exhibit 16.1    Letter from PricewaterhouseCoopers LLP regarding change in
                  certifying accountant.
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metadata_filer: {"company-data": {"conformed-name": "DOCENT INC", "cik": "0001043134", "assigned-sic": "7389", "irs-number": "770460705", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-31537", "film-number": "1554290"}, "business-address": {"street1": "2444 CHARLESTON RD", "street2": "SUITE 444", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "6509349500"}, "mail-address": {"street1": "2444 CHARLESTON RD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
text: ================================================================================
                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, DC  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 19, 2001
  
                                   DOCENT, INC.
                (Exact Name of Registrant as Specified in  Charter)
  
            Delaware                     0-31537                  77-0460705
  (State or Other Jurisdiction       (Commission File          (I.R.S. Employer
       of Incorporation)                 Number)            Identification Number)
  
                               2444 Charleston Road
                          Mountain View, California 94043
                (Address of Principal Executive Offices)(Zip Code)
  
  Registrant's telephone number, including area code:    (650) 934-9500
  
  ================================================================================
  Item 4.    Changes in Registrant's Certifying Public Accountant.
  ----------------------------------------------------------------
  
  (a)  Previous independent accountants
  
       (i)   On February 19, 2001, Docent, Inc. ("Docent") dismissed
  PricewaterhouseCoopers LLP ("PWC") as its independent accountants. The Audit
  Committee of Docent's Board of Directors participated in and approved the
  decision to change independent accountants.
  
       (ii)  The reports of PWC on Docent's financial statements for the past two
  fiscal years contained no adverse opinion or disclaimer of opinion and were not
  qualified or modified as to uncertainty, audit scope or accounting principle.
  
       (iii) In connection with its audits for Docent's two most recent fiscal
  years and through February 19, 2001, there have been no disagreements with PWC
  on any matter of accounting principles or practices, financial statement
  disclosure, or auditing scope or procedure, which disagreements if not resolved
  to the satisfaction of PWC would have caused them to make reference thereto in
  their report on the financial statements for such years.
  
       (iv)  During the two most recent fiscal years and through February 19,
  2001, there have been no reportable events (as defined in Regulation S-K Item
  304(a)(1)(v)).
  
       (v)   Docent has requested that PWC furnish it with a letter addressed to
  the Securities and Exchange Commission stating whether or not it agrees with the
  above statements. A copy of this letter, dated February 23, 2001, is filed as
  Exhibit 16.1 to this Form 8-K.
  
  (b)  New independent accountants
  
       Docent engaged Ernst & Young LLP ("E&Y") as its new independent auditors on
  February 22, 2001. The Audit Committee of Docent's Board of Directors
  participated in and approved the decision to retain E&Y as Docent's independent
  auditors. During the two most recent fiscal years and through February 22, 2001,
  Docent has not consulted with E&Y regarding either the application of accounting
  principles to a specified transaction, either completed or proposed; or the type
  of audit opinion that might be rendered on Docent's financial statements.
  
  Item 7.    Financial Statements and Exhibits.
  ---------------------------------------------
  
  (c)  Exhibits
  
       Exhibit No.              Description
       -----------              -----------
  
       Exhibit 16.1             Letter from PricewaterhouseCoopers LLP regarding
                                change in certifying accountant.
  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.
  
  Dated as of February 26, 2001.
  
                                    DOCENT, INC.
  
                                    By:  /s/  Donald E. Lundgren
                                        ------------------------------------------
                                        Donald E. Lundgren
                                        Vice President and Chief Financial Officer
  EXHIBIT INDEX
  
  Exhibit No.     Document
  ------------    ----------------------------------------------------------
  Exhibit 16.1    Letter from PricewaterhouseCoopers LLP regarding change in
                  certifying accountant.