Exhibit 21.1



SUBSIDIARIES OF

PROQUEST COMPANY (Delaware)

March 2004



ProQuest Company subsidiaries
are 100% owned by

ProQuest Company unless otherwise indicated



|                                                                                                                                         |  |               
|---------------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|ProQuest CompanySubsidiary                                                                                                              |  | Incorporation 
|ProQuest U.K. Holdings Limited (Formerly known as Bell & Howell A-V Limited. One share held by a director for ProQuest
Company)          |  | United Kingdom
|                                                                                                                                         | 
|- ProQuest IPI Limited (Formerly known as Bell & Howell Information and Learning Limited) (100% owned by ProQuest U.K. Holdings Limited) |  | United Kingdom
|                                                                                                                                         | 
|- ProQuest Alison Limited (100% owned by ProQuest U.K. Holdings Limited)                                                                 |  | United Kingdom
|                                                                                                                                         | 
|- ProQuest Alison, Gmbh (100% owned by ProQuest Alison Limited)                                                                          |  | Germany       
|                                                                                                                                         | 
|- ProQuest Alison, SARL (100% owned by ProQuest Alison Limited)                                                                          |  | France        
|                                                                                                                                         | 
|- ProQuest Alison, SRL (100% owned by ProQuest Alison Limited)                                                                           |  | Spain         
|                                                                                                                                         | 
|- ProQuest Alison, SRL (100% owned by ProQuest Alison Limited)                                                                           |  | Italy         
|                                                                                                                                         | 
|- ProQuest Alison, Inc.                                                                                                                  |  | Florida       
|                                                                                                                                         | 
|- ProQuest Information and Learning Limited (100% owned by ProQuest U.K. Holdings)                                                       |  | United Kingdom
|                                                                                                                                         | 
|ProQuest Japan Company Limited                                                                                                           |  | Japan         
|                                                                                                                                         | 
|ProQuest Outdoor Solutions (100% owned by ProQuest Business Solutions Inc.)                                                              |  | Delaware      



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|                                                                                                                       |  |              
|---------------------------------------------------------------------------------------------------------------------- |  | -------------
|ProQuest CompanySubsidiary                                                                                            |  | Incorporation
|SIRS Publishing, Inc. (100% owned by ProQuest Information and Learning Company)                                        |  | Florida      
|                                                                                                                       | 
|ProQuest Latin America Limitada (99% owned by ProQuest Information and Learning Company, 1% owned by ProQuest Company) |  | Brazil       
|                                                                                                                       | 
|ProQuest UMI Company                                                                                                   |  | Delaware     
|                                                                                                                       | 
|ProQuest Information Access Limited                                                                                    |  | Canada       
|                                                                                                                       | 
|ProQuest Business Solutions, Inc. (Formerly known as Bell & Howell Publishing Services)                                |  | Delaware     
|                                                                                                                       | 
|OEConnection LLC (25% owned by ProQuest Business Solutions, Inc.)                                                      |  | Delaware     
|                                                                                                                       | 
|ProQuest Information and Learning Company (Formerly known as Bell & Howell Information and Learning Company)           |  | Delaware     
|                                                                                                                       | 
|- Chadwyck-Healey Espana, SA (100% owned by ProQuest Information and Learning Ltd.)                                    |  | Spain        
|                                                                                                                       | 
|- Softline Information, Inc. (100% owned by ProQuest Information and Learning Company)                                 |  | New Hampshire
|                                                                                                                       | 
|- Norman Ross Publishing, Inc. (100% owned by ProQuest Information and Learning Company)                               |  | New York     
|                                                                                                                       | 
|- Bigchalk, Inc. (100% owned by ProQuest Information and Learning Company)                                             |  | Delaware     
|                                                                                                                       | 
|- homeworkcentral.com, Inc. (100% owned by Bigchalk, Inc.)                                                             |  | Delaware     
|                                                                                                                       | 
|- Mediaseek Technologies, Inc. (100% owned by Bigchalk, Inc.)                                                          |  | Canada       



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