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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated December 8, 1999
relating to the consolidated financial statements and financial statement
schedule, which appears in PLATO Learning, Inc.'s Annual Report on Form 10-K for
the year ended as of October 31, 1999. We also consent to the references to us
under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
August 23, 2000
