Exhibit 21.1



SUBSIDIARIES OF

PROQUEST COMPANY (Delaware)

March 2005



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)                                                                                                            |  | United Kingdom
|                                                                                                                                                                                       | 
| ProQuest IPI Limited (dormant)(Formerly known as Bell & Howell Information and Learning Limited)(100% owned by ProQuest
U.K. Holdings Limited)                                       |  | United Kingdom
|                                                                                                                                                                                       | 
| ProQuest Alison Limited(Majority owned and controlled by ProQuest U.K. Holdings Limited; may have very limited share ownership by
local director/resident as required by local law). |  | United Kingdom
|                                                                                                                                                                                       | 
| ProQuest Alison, Gmbh(100% owned by ProQuest Alison Limited)                                                                                                                         |  | Germany       
|                                                                                                                                                                                       | 
| ProQuest Alison, SARL(100% owned by ProQuest Alison Limited)                                                                                                                         |  | France        
|                                                                                                                                                                                       | 
| ProQuest Alison, SA(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(100% owned by ProQuest Business Solutions, Inc.)                                                                                                                |  | Japan         
|                                                                                                                                                                                       | 
|ProQuest Content Operations, Inc.                                                                                                                                                      |  | Delaware      





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|                                                                                                                      |  |              
|--------------------------------------------------------------------------------------------------------------------- |  | -------------
|ProQuest Company - Subsidiary                                                                                         |  | Incorporation
|ProQuest Outdoor Solutions(100% owned by ProQuest Business Solutions Inc.)                                            |  | Delaware     
|                                                                                                                      | 
|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 Information Access Limited                                                                                   |  | Canada       
|                                                                                                                      | 
|ProQuest Business Solutions Inc.                                                                                      |  | Delaware     
|                                                                                                                      | 
|ProQuest 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       
|                                                                                                                      | 
| Copley Publishing Group, Inc.(100% owned by ProQuest Information and Learning Company)                              |  | Massachusetts





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|                                                                                                                         |  |              
|------------------------------------------------------------------------------------------------------------------------ |  | -------------
|ProQuest Company - Subsidiary                                                                                            |  | Incorporation
| LearningPage.com, Inc.(100% owned by ProQuest Information and Learning Company)                                        |  | Arizona      
|                                                                                                                         | 
| Serials Solution, Inc.(100% owned by ProQuest Information and Learning Company)                                        |  | Washington   
|                                                                                                                         | 
| VEL Holding Corp.(100% owned by ProQuest Information and Learning Company)                                             |  | Texas        
|                                                                                                                         | 
| ProQuest Learning I, LLC(100% owned by VEL Holding Corp.)                                                              |  | Delaware     
|                                                                                                                         | 
| ProQuest Learning II, LLC(100% owned by VEL Holding Corp.)                                                             |  | Delaware     
|                                                                                                                         | 
| Voyager Expanded Learning, LP(General Partner - ProQuest Learning I, LLC; Limited Partner - ProQuest Learning II,
LLC) |  | Texas        
|                                                                                                                         | 
| VEL Holding Corp.(100% owned by ProQuest Information and Learning Company)                                             |  | Delaware