FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
NARODICK SALLY G
(Last) (First) (Middle)
110 - 110TH AVENUE NE, SUITE 710
(Street)
BELLEVUE WA 98004
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CLICK2LEARN INC/DE/ [ CLKS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former Director
3. Date of Earliest Transaction (Month/Day/Year)
03/18/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $4.06 03/18/2004 D 7,500 (1) 09/18/2004 Common Stock 7,500 (1) 0.0000 D
Stock Option (Right to Buy) $1.7 03/18/2004 D 15,000 (2) 09/18/2004 Common Stock 15,000 (2) 0.0000 D
Stock Option (Right to Buy) $11.88 03/18/2004 D 15,000 (3) 09/18/2004 Common Stock 15,000 (3) 0.0000 D
Stock Option (Right to Buy) $2.99 03/18/2004 D 15,000 (4) 09/18/2004 Common Stock 15,000 (4) 0.0000 D
Stock Option (Right to Buy) $1.5 03/18/2004 D 15,000 (5) 09/18/2004 Common Stock 15,000 (5) 0.0000 D
Stock Option (Right to Buy) $12.06 03/18/2004 D 10,415 (6) 09/18/2010 Common Stock 10,415 (6) 0.0000 D
Stock Option (Right to Buy) $0.8 03/18/2004 D 18,750 (7) 10/29/2012 Common Stock 18,750 (7) 0.0000 D
Explanation of Responses:
1. This option was assumed by SumTotal Systems, Inc. in the merger and replaced with an option to purchase 2,391 shares of SumTotal Systems, Inc. for $12.74 per share. This option became fully vested at the effective time of the merger.
2. This option was assumed by SumTotal Systems, Inc. in the merger and replaced with an option to purchase 4,782 shares of SumTotal Systems, Inc. for $5.34 per share. This option became fully vested at the effective time of the merger.
3. This option was assumed by SumTotal Systems, Inc. in the merger and replaced with an option to purchase 4,782 shares of SumTotal Systems, Inc. for $37.27 per share. This option became fully vested at the effective time of the merger.
4. This option was assumed by SumTotal Systems, Inc. in the merger and replaced with an option to purchase 4,782 shares of SumTotal Systems, Inc. for $9.38 per share. This option became fully vested at the effective time of the merger.
5. This option was assumed by SumTotal Systems, Inc. in the merger and replaced with an option to purchase 4,782 shares of SumTotal Systems, Inc. for $4.71 per share. This option became fully vested at the effective time of the merger.
6. This option was assumed by SumTotal Systems, Inc. in the merger and replaced with an option to purchase 3,319 shares of SumTotal Systems, Inc. for $37.83 per share. Options vests 1/4 on first anniversary and in increments of 1/36 per month until fully vested.
7. This option was assumed by SumTotal Systems, Inc. in the merger and replaced with an option to purchase 5,977 shares of SumTotal Systems, Inc. for $2.51 per share. This option vests and is exercisable in increments of 50% on each of the first and second anniversaries from date of grant.
Remarks:
By: /s/ Steven Esau as Attorney in Fact for 03/22/2004
** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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