content: <PAGE>
  
      As filed with the Securities and Exchange Commission on September 8, 2004
                                                             Registration No. 333-
  
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
  
                          SkillSoft Public Limited Company
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
                                 Republic of Ireland
  --------------------------------------------------------------------------------
           (State or other jurisdiction of incorporation or organization)
  
  
                                   Not Applicable
  --------------------------------------------------------------------------------
                        (I.R.S. Employer Identification No.)
  
  
                    107 Northeastern Boulevard, Nashua, NH 03062
  --------------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
  
                          2004 Employee Share Purchase Plan
  --------------------------------------------------------------------------------
                              (Full title of the plan)
  
                                  Charles E. Moran
                          SkillSoft Public Limited Company
                             107 Northeastern Boulevard
                             Nashua, New Hampshire 03062
                       (Name and address of agent for service)
  
  
                                   (603) 324-3000
  --------------------------------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  -------------------------------------------------------------------------------------------------------------
                                                                             Proposed
    Title of Each Class of                          Proposed Maximum          Maximum           Amount of
       Securities to be          Amount to be      Offering Price Per        Aggregate         Registration
          Registered              Registered             Share             Offering Price          Fee
  
  -------------------------------------------------------------------------------------------------------------
  <S>                             <C>                 <C>                  <C>                 <C>
   Ordinary Shares issuable       2,500,000           $5.43(3)             $13,575,000(3)      $1,719.95(3)
   under the 2004 Employee        shares (2)
   Share Purchase Plan (1)
  -------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  
                                        -1-
  <PAGE>
  (1)  Each Ordinary Share is represented by one of the registrant's American
       Depositary Shares.
  
  (2)  In accordance with Rule 416 under the Securities Act of 1933, as amended,
       this registration statement shall be deemed to cover any additional
       securities that may from time to time be offered or issued to prevent
       dilution resulting from stock splits, stock dividends or similar
       transactions.
  
  (3)  Estimated solely for the purpose of calculating the registration fee, and
       based on the average of the high and low prices of the American Depositary
       Shares as reported by the NASDAQ National Market on September 3, 2004, in
       accordance with Rules 457(c) and (h) of the Securities Act of 1933, as
       amended.
  
  
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
       The information required by Item 1 is included in documents sent or given
  to participants in the plans covered by this registration statement pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The written statement required by Item 2 is included in documents sent or
  given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission
  (the "Commission"). The following documents, which are on file with the
  Commission, are incorporated in this registration statement by reference:
  
       (1) The registrant's latest annual report filed pursuant to Sections 13(a)
  or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
  424(b) under the Securities Act that contains audited financial statements for
  the latest fiscal year for which such statements have been filed.
  
  
  
                                        -2-
  <PAGE>
  
       (2) All other reports filed pursuant to Sections 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (1) above.
  
       (3) The description of the securities contained in the registrant's
  registration statement on Form 8-A filed under the Exchange Act, including any
  amendment or report filed for the purpose of updating such description.
  
       All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference herein and to be part hereof from the
  date of the filing of such documents. Any statement contained in a document
  incorporated or deemed to be incorporated by reference herein shall be deemed to
  be modified or superseded for the purposes of this registration statement to the
  extent that a statement contained herein or in any other subsequently filed
  document which also is or is deemed to be incorporated by reference herein
  modified or supersedes such statement. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this registration statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
  Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
  Binchys, Solicitors has opined as to the legality of the securities being
  offered by this registration statement. Jennifer Caldwell, a partner of Binchys,
  Solicitors, serves as Secretary to the registrant.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The registrant's Articles of Association authorize the registrant to
  indemnify the directors and officers of the registrant against certain
  liabilities and expenses incurred by such persons in connection with claims made
  by reason of their being such a director or officer. The registrant's
  subsidiary, SmartForce USA, which has merged with and into the registrant's
  subsidiary, SkillSoft Corporation, has entered into indemnification agreements
  with its directors and officers and directors and officers of the registrant
  serving at the request of such subsidiary. The indemnification agreements under
  certain circumstances require the registrant, among other things, to indemnify
  such officers and directors against certain liabilities that may arise by reason
  of their status or service as directors or officers (other than liabilities
  arising from willful misconduct of a culpable nature) and to advance their
  expenses incurred as a result of any proceeding against them as to which they
  could be indemnified. The registrant has obtained directors and officers
  insurance providing indemnification for certain of the registrant's directors,
  officers, affiliates or employees for certain liabilities.
  
  
  
                                        -3-
  <PAGE>
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
  Not applicable.
  
  ITEM 8.  EXHIBITS.
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
  ITEM 9.  UNDERTAKINGS.
  
  1. Item 512(a) of the Regulation S-K. The undersigned registrant hereby
  undertakes:
  
  (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement:
  
       (i) To include any prospectus required by Section 10(a)(3) of the
  Securities Act;
  
       (ii) To reflect in the prospectus any facts or events arising after the
  effective date of the registration statement (or the most recent post-effective
  amendment thereof) which, individually or in the aggregate, represent a
  fundamental change in the information set forth in the registration statement;
  and
  
       (iii) To include any material information with respect to the plan of
  distribution not previously disclosed in the registration statement or any
  material change to such information in the registration statement;
  
  provided, however, that paragraphs (i) and (ii) do not apply if the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
  Act of 1934 that are incorporated by reference in the registration statement.
  
  (2) That, for the purpose of determining any liability under the Securities Act,
  each such post-effective amendment shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
  (3) To remove from registration by means of a post-effective amendment any of
  the securities being registered which remain unsold at the termination of the
  offering.
  
  2. Item 512(b) of Regulation S-K. The undersigned registrant hereby undertakes
  that, for purposes of determining any liability under the Securities Act, each
  filing of the registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Securities Exchange Act of 1934
  
  
                                        -4-
  <PAGE>
  
  that is incorporated by reference in the registration statement shall be deemed
  to be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
  
  3. Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the registrant pursuant to the foregoing provisions, or
  otherwise, the registrant has been advised that in the opinion of the Securities
  and Exchange Commission such indemnification is against public policy as
  expressed in the Act and is, therefore, unenforceable. In the event that a claim
  for indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act and will be governed by the final adjudication of such issue.
  
  
  
  
                                        -5-
  <PAGE>
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Nashua, State of New Hampshire, on September 8, 2004.
  
  
  
                                          SKILLSOFT PUBLIC LIMITED COMPANY
  
                                          By: /s/ Charles E. Moran
                                              ------------------------------------
                                              Charles E. Moran
                                              Chief Executive Officer
  
  
  
  
                                        -6-
  <PAGE>
  
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of SkillSoft Public Limited
  Company hereby severally constitute and appoint Charles E. Moran and Patrick J.
  Rondeau, and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the registration statement filed herewith and any
  and all subsequent amendments to said registration statement, and generally to
  do all such things in our names and in our capacities as officers and directors
  to enable SkillSoft Public Limited Company to comply with the provisions of the
  Securities Act of 1933, as amended, and all requirements of the Securities and
  Exchange Commission, hereby ratifying and confirming our signatures as they may
  be signed by our said attorneys, or any of them, to said registration statement
  and any and all amendments thereto.
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed below by the following persons in
  the capacities and on the dates indicated below.
  
  
  <TABLE>
  <CAPTION>
  SIGNATURE                          TITLE                                  DATE
  
  <S>                                <C>                                    <C>
  /s/ Charles E. Moran               President, Chief Executive Officer     September 8, 2004
  --------------------------------   and Director (Principal Executive
  Charles E. Moran                   Officer)
  
  
  /s/ Thomas J. McDonald             Chief Financial Officer                September 8, 2004
  --------------------------------   (Principal Financial and
  Thomas J. McDonald                 Accounting Officer)
  
  
  
  /s/ Howard Edelstein               Director                               September 7, 2004
  --------------------------------
  P. Howard Edelstein
  
  
  
  /s/ Stewart K.P. Gross             Director                               September 8, 2004
  --------------------------------
  Stewart K.P. Gross
  
  
  
  /s/ James S. Krzywicki             Director                               August 26, 2004
  --------------------------------
  James S. Krzywicki
  
  
  
  /s/ William Meagher                Director                               September 7, 2004
  --------------------------------
  William Meagher
  
  
  
  /s/ Gregory M. Priest              Director                               August 26, 2004
  --------------------------------
  Gregory M. Priest
  
  
  
  /s/ Ferdinand von Prondzynski      Director                               August 26, 2004
  --------------------------------
  Ferdinand von Prondzynski
  
  </TABLE>
  
                                        -7-
  <PAGE>
  
  
  EXHIBIT INDEX
  -------------
  
  Exhibit
  Number    Exhibit
  ------    -------
  
  4.1       Memorandum of Association of SkillSoft PLC as amended on March 24,
            1992, March 31, 1995, April 28, 1998, January 26, 2000, July 10, 2001,
            September 6, 2002 and November 19, 2002 (Incorporated by reference to
            exhibit 3.1 to SkillSoft PLC's Quarterly Report on Form 10-Q for the
            fiscal quarter ended October 31, 2002 as filed with the Securities and
            Exchange Commission on January 21, 2003 (File No. 000-25674)).
  
  4.2       Articles of Association of SkillSoft PLC as amended on July 6, 1995,
            and April 28, 1998, January 26, 2000, July 10, 2001, September 6, 2002
            and November 19, 2002 (Incorporated by reference to exhibit 3.2 to
            SkillSoft PLC's Quarterly Report on Form 10-Q for the fiscal quarter
            ended October 31, 2002 as filed with the Securities and Exchange
            Commission on January 21, 2003 (File No.000-25674)).
  
  5.1       Opinion of Binchys, Solicitors
  
  23.1      Consent of Binchys, Solicitors (included in Exhibit 5.1)
  
  23.2      Consent of Ernst & Young LLP, independent accountants
  
  24.1      Power of Attorney (included on the signature pages of this
            registration statement)
  
  
  
  
                                        -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b51759sssv8.txt", "description": "SKILLSOFT, PLC", "secsgml_size_bytes": 17059}]
metadata_filer: {"company-data": {"conformed-name": "SKILLSOFT PUBLIC LIMITED CO", "cik": "0000940181", "assigned-sic": "7372", "irs-number": "000000000", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118864", "film-number": "041021043"}, "business-address": {"street1": "107 NORTHEASTERN BOULEVARD", "city": "NASHUA", "state": "NH", "zip": "03062", "phone": "603-324-3000"}, "mail-address": {"street1": "107 NORTHEASTERN BOULEVARD", "city": "NASHUA", "state": "NH", "zip": "03062"}, "former-company": [{"former-conformed-name": "SKILLSOFT PUBLIC LTD CO", "date-changed": "20021120"}, {"former-conformed-name": "SMARTFORCE PUBLIC LTD CO", "date-changed": "20000314"}, {"former-conformed-name": "CBT GROUP PLC", "date-changed": "19950303"}]}
text: As filed with the Securities and Exchange Commission on September 8, 2004
                                                             Registration No. 333-
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                          SkillSoft Public Limited Company
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
                                 Republic of Ireland
  --------------------------------------------------------------------------------
           (State or other jurisdiction of incorporation or organization)
  
                                   Not Applicable
  --------------------------------------------------------------------------------
                        (I.R.S. Employer Identification No.)
  
                    107 Northeastern Boulevard, Nashua, NH 03062
  --------------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
                          2004 Employee Share Purchase Plan
  --------------------------------------------------------------------------------
                              (Full title of the plan)
  
                                  Charles E. Moran
                          SkillSoft Public Limited Company
                             107 Northeastern Boulevard
                             Nashua, New Hampshire 03062
                       (Name and address of agent for service)
  
                                   (603) 324-3000
  --------------------------------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------
                                                                             Proposed
    Title of Each Class of                          Proposed Maximum          Maximum           Amount of
       Securities to be          Amount to be      Offering Price Per        Aggregate         Registration
          Registered              Registered             Share             Offering Price          Fee
  
  -------------------------------------------------------------------------------------------------------------
  Ordinary Shares issuable       2,500,000           $5.43(3)             $13,575,000(3)      $1,719.95(3)
   under the 2004 Employee        shares (2)
   Share Purchase Plan (1)
  -------------------------------------------------------------------------------------------------------------
  -1-
  (1)  Each Ordinary Share is represented by one of the registrant's American
       Depositary Shares.
  
  (2)  In accordance with Rule 416 under the Securities Act of 1933, as amended,
       this registration statement shall be deemed to cover any additional
       securities that may from time to time be offered or issued to prevent
       dilution resulting from stock splits, stock dividends or similar
       transactions.
  
  (3)  Estimated solely for the purpose of calculating the registration fee, and
       based on the average of the high and low prices of the American Depositary
       Shares as reported by the NASDAQ National Market on September 3, 2004, in
       accordance with Rules 457(c) and (h) of the Securities Act of 1933, as
       amended.
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
       The information required by Item 1 is included in documents sent or given
  to participants in the plans covered by this registration statement pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The written statement required by Item 2 is included in documents sent or
  given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission
  (the "Commission"). The following documents, which are on file with the
  Commission, are incorporated in this registration statement by reference:
  
       (1) The registrant's latest annual report filed pursuant to Sections 13(a)
  or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
  424(b) under the Securities Act that contains audited financial statements for
  the latest fiscal year for which such statements have been filed.
  
                                        -2-
  (2) All other reports filed pursuant to Sections 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (1) above.
  
       (3) The description of the securities contained in the registrant's
  registration statement on Form 8-A filed under the Exchange Act, including any
  amendment or report filed for the purpose of updating such description.
  
       All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference herein and to be part hereof from the
  date of the filing of such documents. Any statement contained in a document
  incorporated or deemed to be incorporated by reference herein shall be deemed to
  be modified or superseded for the purposes of this registration statement to the
  extent that a statement contained herein or in any other subsequently filed
  document which also is or is deemed to be incorporated by reference herein
  modified or supersedes such statement. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this registration statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
  Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
  Binchys, Solicitors has opined as to the legality of the securities being
  offered by this registration statement. Jennifer Caldwell, a partner of Binchys,
  Solicitors, serves as Secretary to the registrant.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The registrant's Articles of Association authorize the registrant to
  indemnify the directors and officers of the registrant against certain
  liabilities and expenses incurred by such persons in connection with claims made
  by reason of their being such a director or officer. The registrant's
  subsidiary, SmartForce USA, which has merged with and into the registrant's
  subsidiary, SkillSoft Corporation, has entered into indemnification agreements
  with its directors and officers and directors and officers of the registrant
  serving at the request of such subsidiary. The indemnification agreements under
  certain circumstances require the registrant, among other things, to indemnify
  such officers and directors against certain liabilities that may arise by reason
  of their status or service as directors or officers (other than liabilities
  arising from willful misconduct of a culpable nature) and to advance their
  expenses incurred as a result of any proceeding against them as to which they
  could be indemnified. The registrant has obtained directors and officers
  insurance providing indemnification for certain of the registrant's directors,
  officers, affiliates or employees for certain liabilities.
  
                                        -3-
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
  Not applicable.
  
  ITEM 8.  EXHIBITS.
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
  ITEM 9.  UNDERTAKINGS.
  
  1. Item 512(a) of the Regulation S-K. The undersigned registrant hereby
  undertakes:
  
  (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement:
  
       (i) To include any prospectus required by Section 10(a)(3) of the
  Securities Act;
  
       (ii) To reflect in the prospectus any facts or events arising after the
  effective date of the registration statement (or the most recent post-effective
  amendment thereof) which, individually or in the aggregate, represent a
  fundamental change in the information set forth in the registration statement;
  and
  
       (iii) To include any material information with respect to the plan of
  distribution not previously disclosed in the registration statement or any
  material change to such information in the registration statement;
  
  provided, however, that paragraphs (i) and (ii) do not apply if the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
  Act of 1934 that are incorporated by reference in the registration statement.
  
  (2) That, for the purpose of determining any liability under the Securities Act,
  each such post-effective amendment shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
  (3) To remove from registration by means of a post-effective amendment any of
  the securities being registered which remain unsold at the termination of the
  offering.
  
  2. Item 512(b) of Regulation S-K. The undersigned registrant hereby undertakes
  that, for purposes of determining any liability under the Securities Act, each
  filing of the registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Securities Exchange Act of 1934
  
                                        -4-
  that is incorporated by reference in the registration statement shall be deemed
  to be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
  
  3. Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the registrant pursuant to the foregoing provisions, or
  otherwise, the registrant has been advised that in the opinion of the Securities
  and Exchange Commission such indemnification is against public policy as
  expressed in the Act and is, therefore, unenforceable. In the event that a claim
  for indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act and will be governed by the final adjudication of such issue.
  
                                        -5-
  SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Nashua, State of New Hampshire, on September 8, 2004.
  
                                          SKILLSOFT PUBLIC LIMITED COMPANY
  
                                          By: /s/ Charles E. Moran
                                              ------------------------------------
                                              Charles E. Moran
                                              Chief Executive Officer
  
                                        -6-
  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of SkillSoft Public Limited
  Company hereby severally constitute and appoint Charles E. Moran and Patrick J.
  Rondeau, and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the registration statement filed herewith and any
  and all subsequent amendments to said registration statement, and generally to
  do all such things in our names and in our capacities as officers and directors
  to enable SkillSoft Public Limited Company to comply with the provisions of the
  Securities Act of 1933, as amended, and all requirements of the Securities and
  Exchange Commission, hereby ratifying and confirming our signatures as they may
  be signed by our said attorneys, or any of them, to said registration statement
  and any and all amendments thereto.
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed below by the following persons in
  the capacities and on the dates indicated below.
  SIGNATURE                          TITLE                                  DATE
  /s/ Charles E. Moran               President, Chief Executive Officer     September 8, 2004
  --------------------------------   and Director (Principal Executive
  Charles E. Moran                   Officer)
  
  /s/ Thomas J. McDonald             Chief Financial Officer                September 8, 2004
  --------------------------------   (Principal Financial and
  Thomas J. McDonald                 Accounting Officer)
  
  /s/ Howard Edelstein               Director                               September 7, 2004
  --------------------------------
  P. Howard Edelstein
  
  /s/ Stewart K.P. Gross             Director                               September 8, 2004
  --------------------------------
  Stewart K.P. Gross
  
  /s/ James S. Krzywicki             Director                               August 26, 2004
  --------------------------------
  James S. Krzywicki
  
  /s/ William Meagher                Director                               September 7, 2004
  --------------------------------
  William Meagher
  
  /s/ Gregory M. Priest              Director                               August 26, 2004
  --------------------------------
  Gregory M. Priest
  
  /s/ Ferdinand von Prondzynski      Director                               August 26, 2004
  --------------------------------
  Ferdinand von Prondzynski
  -7-
  EXHIBIT INDEX
  -------------
  
  Exhibit
  Number    Exhibit
  ------    -------
  
  4.1       Memorandum of Association of SkillSoft PLC as amended on March 24,
            1992, March 31, 1995, April 28, 1998, January 26, 2000, July 10, 2001,
            September 6, 2002 and November 19, 2002 (Incorporated by reference to
            exhibit 3.1 to SkillSoft PLC's Quarterly Report on Form 10-Q for the
            fiscal quarter ended October 31, 2002 as filed with the Securities and
            Exchange Commission on January 21, 2003 (File No. 000-25674)).
  
  4.2       Articles of Association of SkillSoft PLC as amended on July 6, 1995,
            and April 28, 1998, January 26, 2000, July 10, 2001, September 6, 2002
            and November 19, 2002 (Incorporated by reference to exhibit 3.2 to
            SkillSoft PLC's Quarterly Report on Form 10-Q for the fiscal quarter
            ended October 31, 2002 as filed with the Securities and Exchange
            Commission on January 21, 2003 (File No.000-25674)).
  
  5.1       Opinion of Binchys, Solicitors
  
  23.1      Consent of Binchys, Solicitors (included in Exhibit 5.1)
  
  23.2      Consent of Ernst & Young LLP, independent accountants
  
  24.1      Power of Attorney (included on the signature pages of this
            registration statement)
  
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