UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Plato Learning Inc.
____________________
(Name of Issuer)
Common Stock, $.01 Par Value
__________________________
(Title of Class of Securities)
72764Y100
______________
(CUSIP Number)
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
*The remainder of this cover page shall be filled out for a report-
ing person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 9 Pages
CUSIP No. 72764Y100 13G Page 2 of 9
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Witter, Inc.
F13-2879276
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4611
NUMBER OF (5) SOLE VOTING POWER 520,236
SHARES ------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY ------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 538,936
REPORTING ------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
_____________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,936
_____________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
_____________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
_____________________________________________________________________
(12) TYPE OF REPORTING PERSON
IA
CUSIP No. 72764Y100 13G Page 3 of 9
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Witter
###-##-####
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4611
_____________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER 520,236
SHARES -----------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -----------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 538,936
REPORTING -----------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
_____________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,936
_____________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
_____________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
_____________________________________________________________________
(12) TYPE OF REPORTING PERSON
IN
Page 4 of 9
Item 1.
[a] Name of Issuer: Plato Learning Inc.
[b] Address of Issuer's Principal Executive Offices:
4660 West 77th Street
Edina, Minnesota 55435
Item 2.
[a] Name of Person Filing; Address of Principal Business Office;
and Place of Organization:
This statement is filed on behalf of (i) William D. Witter, Inc.
("Witter, Inc.") and (ii) William D. Witter. Each of the foregoing
is hereinafter individually referred to as a "Reporting Person" and
collectively as the "Reporting Persons." The principal office and
business address of the Reporting Persons is 153 East 53rd Street,
51st Floor, New York, New York 10022.
Witter, Inc. is a New York corporation registered as an investment
adviser under the Advisers Act of 1940 and also serves as the
investment adviser to institutional and individual clients. William
D. Witter is the President and 98.6% shareholder of Witter, Inc.
and is principally responsible for the selection, acquisition and
disposition of the portfolio securities by Witter, Inc.
[b] Title of Class of Securities: Common Stock
[c] CUSIP Number: 72764Y100
Page 5 of 9
Item 3. This Schedule is being filed pursuant to Rule 13d-1(b):
[a] ( ) Broker or Dealer registered under Section 15 of the
Act
[b] ( ) Bank as defined in Section 3(a)(6) of the Act
[c] ( ) Insurance Company as defined in Section 3(a)(19) of
the Act
[d] ( ) Investment Company registered under Section 8 of the
Investment Company Act
[e] (XX) Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
[f] ( ) Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
$240 13d-1(b)(1)(ii)(F)
[g] ( ) Parent Holding Company, in accordance with
$ 240 13d-1(b)(ii)(G)
[h] ( ) Group, in accordance with $ 240 13d-1(b)(1)(ii)(H)
See Exhibit A attached hereto.
Item 4. Ownership:
[a] Amount Beneficially Owned:
538,936 shares of Common Stock are beneficially owned by Witter,
Inc. and William D. Witter.
[ b] Percent of Class:
6.8% of the Common Stock is beneficially owned by Witter, Inc. and
William D. Witter.
Page 6 of 9
[c] Number of Shares as to Which such Person has Rights to vote
and/or Dispose of Securities:
Witter, Inc. has the sole power to vote or to direct the vote of
520,236 shares. William D. Witter has the sole power to vote or
to direct the vote of 520,236 shares by virtue of being the
President and primary owner of Witter, Inc. Witter, Inc. and
William D. Witter have the sole power to dispose or to direct
the disposition of all securities reported hereby which are
beneficially owned respectively by Witter, Inc. and William D.
Witter.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of secur-
ities, check the following ___.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The shares owned directly by Witter, Inc. are held on behalf of
various clients of the firm. These clients have the right to
receive or power to direct the receipt of dividends from, or the
proceeds, from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
See Exhibit A attached hereto.
Item 8. Identification and Classification of Members of a Group:
N/A
Item 9. Notice of Dissolution of Group: N/A
Page 7 of 9
Item 10.Certification:
The undersigned certifies that, to the best of his knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were acquired for the purpose of
and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in con-
nection with or as a participant in any transaction having such
purpose or effect.
Page 8 of 9
SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, I certify that the information set forth in this state-
ment is true, complete and correct.
Dated: January 4, 2001
________________
WILLIAM D. WITTER, INC.
By: /s/ William D. Witter
William D. Witter
President
Page 9 of 9
EXHIBIT A
This Exhibit explains the relationship between the Reporting
Persons. William D. Witter, Inc. is a New York corporation reg-
istered as an investment adviser under the Advisers Act. Witter,
Inc. serves as an investment adviser for individuals and insti-
tutions. William D. Witter is the President of William D. Witter,
Inc.
