SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

     Amendment No. 2

     PLATO LEARNING, INC.
     (Name of Issuer)

Common Stock
     $0.01 par value per share
     (Title of Class of Securities)

     72764Y100
CUSIP Number)

     October 15, 2003
     (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting 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 on 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).

Page 1 of 13 Pages

SCHEDULE 13G

CUSIP No. 72764Y100

Page 2 of 13

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

6

7

8

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

12,905

0

12,905

0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,905

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%

12	TYPE OF REPORTING PERSON OO

SCHEDULE 13G

CUSIP No. 72764Y100

Page 3 of 13

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC 13-4127834

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

6

7

8

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

29,947

0

29,947

0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,947

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%

12	TYPE OF REPORTING PERSON OO

SCHEDULE 13G

CUSIP No. 72764Y100

Page 4 of 13

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ING FURMAN SELZ INVESTORS III L.P. 13-4121999

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

6

7

8

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

98,470

0

98,470

0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 98,470

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4%

12	TYPE OF REPORTING PERSON PN

SCHEDULE 13G

CUSIP No. 72764Y100

Page 5 of 13

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FS PRIVATE INVESTMENTS III LLC 13-4127833

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

6

7

8

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

141,322

0

141,322

0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 141,322

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.6%

12	TYPE OF REPORTING PERSON OO

SCHEDULE 13G

CUSIP No. 72764Y100

Page 6 of 13

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BRIAN P. FRIEDMAN (*) ###-##-####

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

6

7

8

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

141,322(*)

0

141,322(*)

0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 141,322

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.6%

12	TYPE OF REPORTING PERSON IN

(*) Solely in his capacit as managing member of FS Private Investments III LLC

SCHEDULE 13G

CUSIP No. 72764Y100

Page 7 of 13

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JAMES L. LUIKART (*) ###-##-####

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ]

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

6

7

8

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

141,322(*)

0

141,322(*)

0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 141,322

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.6%

12	TYPE OF REPORTING PERSON IN

(*) Solely in his capacity as managing member of FS Private Investments III LLC

Item 1(a). Name of Issuer:

Plato Learning, Inc., a Delaware corporation.

Item 1(b). Address of Issuer's Principal Executive Offices:

The principal executive offices of the Issuer are located at 10801 Nebsbitt Avenue South,
Bloomington, Minnesota 55437.

Item 2(a), (b) and (c). Name of Person Filing; Address of Principal Place of Business Office; Citizenship:

ING Barings Global Leveraged Equity Plan Ltd
("Global Leveraged")
520 Madison Avenue, 12th Floor
New York, New York 10022

A Bermudan company.

ING Barings U.S. Leveraged Equity Plan LLC
("U.S. Leveraged")
520 Madison Avenue, 12th Floor
New York, New York 10022

A Delaware limited liability company.

ING Furman Selz Investors III L.P.
("Furman Selz")
520 Madison Avenue, 12th Floor
New York, New York 10022

A Delaware limited partnership.

FS Private Investments III LLC
("Private Investments")
520 Madison Avenue, 12th Floor
New York, New York 10022

A Delaware limited liability company.

Brian P. Friedman
FS Private Investments III LLC
520 Madison Avenue, 12th Floor
New York, New York 10022

Mr. Friedman is a citizen of the United States.

James L. Luikart
FS Private Investments III LLC
520 Madison Avenue, 12th Floor
New York, New York 10022

Mr. Luikart is a citizen of the United States.

The Managing Member of Global Leveraged and U.S. Leveraged and the General Partner of Furman Selz are subsidiaries of ING Bank N.V., which, in turn, is wholly owned by ING Groep N.V. Both ING Bank N.V. and ING Groep N.V. are foreign corporations organized under the laws of the Netherlands. The name, business address and citizenship of each member of the executive board of ING Bank N.V. and of ING Groep N.V. are set forth in the attached Schedules A and B, respectively.

Private Investments serves as the manager of Global Leveraged, U.S. Leveraged and Furman Selz (each a "Fund" and, collectively, the "Funds") and, in such capacity, has the sole power to vote and to dispose of securities held by the Funds. Brian P. Friedman and James L. Luikart are the managing members of Private Investments.

Item 2(d). Title of Class of Securities:

The common stock of Plato Learning, Inc. (the "Common Stock"), par value $0.01 per share.

Item 2(e). CUSIP Number:

72764Y100

Item 3. Filing of Statement pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c):

NOT APPLICABLE.

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) - (b)


---------------------------------------- -------------------------- ------------------
          Name                            Amount beneficially owned  Percent of class
---------------------------------------- -------------------------- ------------------
ING BARINGS GLOBAL LEVERAGED EQUITY              12,905                  0.1%
PLAN LTD.
---------------------------------------- -------------------------- ------------------
ING BARINGS U.S. LEVERAGED EQUITY PLAN           29,947                  0.1%
LLC
---------------------------------------- -------------------------- ------------------
ING FURMAN SELZ INVESTORS III L.P.               98,470                  0.4%
---------------------------------------- -------------------------- ------------------
FS PRIVATE INVESTMENTS III LLC                   141,322                 0.6%
---------------------------------------- -------------------------- ------------------
BRIAN P. FRIEDMAN                                141,322                 0.6%
---------------------------------------- -------------------------- ------------------
JAMES L. LUIKART                                 141,322                 0.6%
---------------------------------------- -------------------------- ------------------


--------------------------------------- ------------------- ------------------- ------------------ ------------------
                 Name                     Sole power to      Shared power to      Sole power to     Shared power to
                                        vote or to direct   vote or to direct     dispose or to      dispose or to
                                             the vote            the vote          direct the         direct the
                                                                                 disposition of     disposition of
--------------------------------------- ------------------- ------------------- ------------------ ------------------
ING BARINGS GLOBAL LEVERAGED EQUITY           12,905                0                12,905                0
PLAN LTD.
--------------------------------------- ------------------- ------------------- ------------------ ------------------
ING BARINGS U.S. LEVERAGED EQUITY             29,947                0                29,947                0
PLAN LLC
--------------------------------------- ------------------- ------------------- ------------------ ------------------
ING FURMAN SELZ INVESTORS III L.P.            98,470                0                98,470                0
--------------------------------------- ------------------- ------------------- ------------------ ------------------
FS PRIVATE INVESTMENTS III LLC               141,322                0                141,322               0
--------------------------------------- ------------------- ------------------- ------------------ ------------------
BRIAN P. FRIEDMAN                            141,322                0                141,322               0
--------------------------------------- ------------------- ------------------- ------------------ ------------------
JAMES L. LUIKART                             141,322                0                141,322               0
--------------------------------------- ------------------- ------------------- ------------------ ------------------

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 securities, check the following [X].

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

--------------------------------------- -----------------------
          Name                                        %
--------------------------------------- -----------------------
FS Private Investments III LLC                       0.6%
--------------------------------------- -----------------------
Brian P. Friedman  (*)                               0.6%
--------------------------------------- -----------------------
James L. Luikart  (*)                                0.6%
--------------------------------------- -----------------------

(*) Solely in his capacity as managing member of FS Private Investments III LLC

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company:

NOT APPLICABLE.

Item 8. Identification and Classification of Members of the Group.

The Reporting Persons disclaim membership in a group.

Item 9. Notice of Dissolution of Group:

NOT APPLICABLE.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 10, 2004

ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD

By: FS Private Investments III LLC, Manager

/s/ Brian P. Friedman
Name: Brian P. Friedman
Title: Managing Member

ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC.

By: FS Private Investments III LLC, Manager

/s/ Brian P. Friedman
Name: Brian P. Friedman
Title: Managing Member

ING FURMAN SELZ INVESTORS III L.P.

By: FS Private Investments III LLC, Manager

/s/ Brian P. Friedman
Name: Brian P. Friedman
Title: Managing Member

FS PRIVATE INVESTMENTS III LLC

/s/ Brian P. Friedman
Name: Brian P. Friedman
Title: Managing Member

/s/ Brian P. Friedman
Brian P. Friedman

/s/ James L. Luikart
James L. Luikart

SCHEDULE A

ING BANK N.V.

The Executive Board of ING Bank N.V. consists of the following individuals:

M. Tilmant (Chairman)
F. S. Hubbell
J. H. M. Lindenbergh
C. Maas
A. H. G. Rinnooy Kan

The business address of each of the above individuals is:

c/o ING Groep N.V.
Strawinskylaan 2631
1077 ZZ Amsterdam

All of the members of the Executive Board of ING Bank N.V. are citizens of the Netherlands except for M. Tilmant (Belgium) and F. S. Hubbell (United States).

SCHEDULE B

ING GROEP N.V.

The Executive Board of ING Groep N.V. consists of the following individuals:

E. Kist (Chairman)
M. Tilmant (Vice Chairman)
F. S. Hubbell
J. H. M. Lindenbergh
C. Maas
A. H. G. Rinnooy Kan

The business address of each of the above individuals is:

c/o ING Groep N.V.
Strawinskylaan 2631
1077 ZZ Amsterdam

All of the members of the Executive Board of ING Groep N.V. are citizens of the Netherlands except for M. Tilmant (Belgium) and F. S. Hubbell (United States).

ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD SC 13G/A