Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Benson Barbara
 2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2011		 3. Issuer Name and Ticker or Trading Symbol
CAMBIUM LEARNING GROUP, INC. [ABCD]
(Last)
(First)
(Middle)
C/O CAMBIUM LEARNING GROUP, INC., 17855 N. DALLAS PARKWAY, SUITE 400		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP & Controller
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DALLAS, TX 75287		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy)   (1) 01/27/2020 Common Stock, par value $0.001 par value per share 30,000 $ 4.5 D  
Stock Options (right to buy)   (1) 01/27/2020 Common Stock, par value $0.001 par value per share 10,000 $ 6.5 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Benson Barbara
C/O CAMBIUM LEARNING GROUP, INC.
17855 N. DALLAS PARKWAY, SUITE 400
DALLAS, TX 75287		       VP & Controller  

Signatures

/s/ Barbara A. Benson, By: Todd W. Buchardt, Esq., Attorney-in-Fact 02/10/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) On January 27, 2010 (the "Grant Date"), the Reporting Person was granted options ("Options") to purchase a total of 40,000 shares of common stock, par value $0.001, of Cambium Learning Group, Inc. (the "Company"), in consideration of her services as an officer of the Company. The Options were granted to the Reporting Person pursuant and subject to the Company's 2009 Equity Incentive Plan. The per-share exercise price of the Options is (a) $4.50 with respect to 30,000 Options and (b) $6.50 with respect to 10,000 Options. All of the Options vest in equal increments of twenty-five percent (25%) per year beginning on the one-year anniversary of the Grant Date.

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