UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): September 1, 2004

                        SkillSoft Public Limited Company
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               (Exact Name of Registrant as Specified in Charter)

   Republic of Ireland                  0-25674                    None
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 (State or Other Juris-               (Commission             (IRS Employer
diction of Incorporation              File Number)          Identification No.)

         107 Northeastern Boulevard
            Nashua, New Hampshire                               03062
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  (Address of Principal Executive Offices)                    (Zip Code)

       Registrant's telephone number, including area code: (603) 324-3000


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          (Former Name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      [ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

      [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))





ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      On September 1, 2004, SkillSoft Public Limited Company announced its
financial results for the quarter ended July 31, 2004. The full text of the
press release issued in connection with the announcement is furnished as Exhibit
99.1 to this Current Report on Form 8-K.

      The information in this Form 8-K (including Exhibit 99.1) shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

      (c)   Exhibits

            The following exhibit relating to Item 2.02 shall be deemed to be
furnished, and not filed:

            99.1  Press Release dated September 1, 2004







                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     SkillSoft Public Limited Company

Date:  September 1, 2004             By: /s/ Charles E. Moran
                                         ---------------------------------------
                                           Charles E. Moran
                                           President and Chief Executive Officer





                                  EXHIBIT INDEX



Exhibit No.        Description
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99.1               Press release dated September 1, 2004