SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Becker Steven R (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX US 75201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/13/2009	3. Issuer Name and Ticker or Trading Symbol PLATO LEARNING INC [ TUTR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	2,550,823	I	(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Becker Steven R (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX US 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SRB Management, L.P. (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX US 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

Remarks:

These securities are owned directly by SRB Greenway Opportunity Fund, L.P. (254,454 shares), SRB Greenway Opportunity Fund (QP), L.P. (2,053,269 shares) and SRB Greenway Special Situations I, L.P. (243,100 shares). SRB Management, L.P. is the general partner and investment manager of each of these partnerships and has sole voting and disposition power over the Securities. BC Advisors, LLC is the general partner of SRB Management, L.P. Steven Becker is the sole member of BC Advisors. The reporting persons disclaim beneficial ownershp of the Securities except for their pecuniary interest in the Securities.

	/s/ Stven R. Becker	01/23/2009
	/s/ SRB Mangement, L.P.	01/23/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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