Exhibit 21.1



SUBSIDIARIES OF

PROQUEST COMPANY (Delaware)

March 2003



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. 1 share
held by a director for ProQuest Company) |  | United Kingdom
|                                                                                                                             
|-  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. (100% owned by ProQuest Company)                                                                     |  | United States 
|                                                                                                                             
|-  ProQuest Information and Learning Limited (100% owned by ProQuest U.K Holdings)                                            |  | United Kingdom
|                                                                                                                             
|ProQuest Japan Company Limited                                                                                                |  | Japan         
|                                                                                                                             
|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, UMI Company)     |  | Delaware      
|                                                                                                                             
|-  Chadwyck-Healey Espana, SA (100% owned by ProQuest Information and Learning Ltd.)                                          |  | Spain         
|                                                                                                                             
|-  Softline Information, Inc. (100% owned by ProQuest Information & 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