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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 Amendment No. 2
 ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended January 31, 2008
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                     to
 Commission file: 0-25674
 SkillSoft Public Limited Company
 (Exact name of registrant as specified in its charter)
 Republic of Ireland(State or other jurisdiction of 
incorporation or organization)
    
    None(I.R.S. Employer
Identification No.)
 107 Northeastern Boulevard 
Nashua, New Hampshire(Address of principal executive offices)
    
    03062(Zip Code)
 Registrants telephone number, including area code:
(603) 324-3000
 Securities registered pursuant to section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredOrdinary Shares, 0.11
    
    NASDAQ Global Market
 Securities registered pursuant to Section 12(g) of the Act: None
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   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  EXPLANATORY NOTEPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEXHIBIT INDEXEx-21.1 List of Significant SubsidiariesEx-31.5 Section 302 Certification of CEOEx-31.6 Section 302 Certification of CFO    Table of Contents  
 EXPLANATORY NOTE




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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules




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SIGNATURES
  SKILLSOFT PUBLIC LIMITED COMPANYBy:
    /s/ Charles E. MoranCharles E. Moran,Chairman of the Board, President
and Chief Executive Officer




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EXHIBIT INDEX
 ExhibitNo.
    
    Title2.1
    
    Agreement and Plan of Merger, dated as of June 10, 2002, by
and among SmartForce Public Limited Company, SkillSoft
Corporation and Slate Acquisition Corp. (Incorporated by
reference to Exhibit 2.1 to SkillSoft PLCs Current Report on
Form 8-K dated June 14, 2002 (File No. 000-25674)).2.2
    
    Stock and Asset Purchase Agreement among T.N.H. France SARL,
T.N.H. Holdings GmbH, The Thomson Corporation (Australia) Pty
Ltd, Thomson Information and Solutions Limited, Thomson
Global Resources, Thomson Learning Inc., SkillSoft Public
Limited Company and SkillSoft Corporation, dated October 25,
2006 (Incorporated by reference to Exhibit 2.1 to SkillSoft
PLCs Current Report on Form 8-K as filed with the Securities
and Exchange Commission on October 26, 2006 (File No.
000-25674)).2.3
    
    Side Letter to Purchase Agreement, dated as of May 14, 2007,
by and among SkillSoft Public Limited Company, SkillSoft
Corporation, Thompson Learning Inc., Thomson Global
Resources, T.N.H. France SARL, T.N.H. Holdings GmbH, The
Thomson Corporation (Australia) Pty Ltd., and Thomson
Information & Solutions Limited (Incorporated by reference to
Exhibit 2.2 of SkillSoft PLCs Current Report on Form 8-K as
filed with the Securities and Exchange Commission on May 14,
2007 (File No. 000-25674)).3.1
    
    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)).3.2
    
    Articles of Association of SkillSoft PLC as amended on July
6, 1995, 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)).4.1
    
    Specimen certificate representing the ordinary shares of
SkillSoft PLC (Incorporated by reference to Exhibit 4.1 to
SkillSoft PLCs Annual Report on Form 10-K for the fiscal
year ended January 31, 2003 as filed with the Securities and
Exchange Commission on April 29, 2003 (File No. 000-25674)).4.2
    
    Amended and Restated Deposit Agreement (including the form of
American Depositary Receipt), dated as of April 13, 1995 as
amended and restated as of September 4, 2002, among SkillSoft
PLC, The Bank of New York, as Depositary, and each Owner and
Beneficial Owner from time to time of American Depositary
Receipts issued thereunder (Incorporated by reference to
Exhibit 4.1 to SkillSoft PLCs Current Report on Form 8-K
dated November 14, 2002 (File No. 000-256740)).4.3
    
    Amended and Restated Restricted Deposit Agreement (including
the form of American Depositary Receipt), dated as of
November 30, 1995 and amended and restated as of September 4,
2002, among SkillSoft PLC, The Bank of New York, as
Depositary, and each Owner and Beneficial Owner from time to
time of American Depositary Receipts issued thereunder
(Incorporated by reference to Exhibit 4.2 to SkillSoft PLCs
Current Report on Form 8-K dated November 14, 2002 (File No.
000-25674)).4.4
    
    Restricted Deposit Agreement(B) dated as of June 8, 1998 and
amended and restated as of September 4, 2002 among SkillSoft
PLC, The Bank of New York, and the owners and beneficial
owners of Restricted American Depositary Receipts
(Incorporated by reference to Exhibit 4.3 to SkillSoft PLCs
Current Report on Form 8-K dated November 14, 2002 (File No.
000-25674)).10.1**
    
    1990 Share Option Scheme (Incorporated by reference to
Exhibit 10.1 to SkillSoft PLCs Registration Statement on
Form F-1 declared effective with the Securities and Exchange
Commission on April 13, 1995 (File No. 333-89904)).10.2**
    
    1994 Share Option Plan (Incorporated be reference to Exhibit
10.2 to SkillSoft PLCs Registration Statement on Form F-1
declared effective with the Securities and Exchange
Commission on April 13, 1995 (File No. 333-89904)).




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ExhibitNo.
    
    Title10.3**
    
    Form of Indemnification Agreement between CBT Systems USA,
Ltd. (formerly, Thornton Holdings, Ltd.) and its directors
and officers dated as of April 1995 (Incorporated by
reference to Exhibit 10.5 to SkillSoft PLCs Registration
Statement on Form F-1 declared effective with the Securities
and Exchange Commission on April 13, 1995 (File No.
333-89904)).10.4**
    
    Form of Indemnification Agreement between SmartForce (USA)
and its directors and officers dated as of September 6, 2002
(Incorporated by reference to Exhibit 10.5 to SkillSoft PLCs
Annual Report on Form 10-K for the fiscal year ended January
31, 2003 as filed with the Securities and Exchange Commission
on April 29, 2003 (File No. 000-25674)).10.5**
    
    1996 Supplemental Stock Plan (Incorporated by reference to
Exhibit 10.3 to SkillSoft PLCs Quarterly Report on Form 10-Q
for the fiscal quarter ended October 31, 2006 as filed with
the Securities and Exchange Commission on December 8, 2006
(File No. 000-25674)).10.6**
    
    2002 Share Option Plan, as amended (Incorporated by reference
to Exhibit 10.2 to SkillSoft PLCs Quarterly Report on Form
10-Q for the fiscal quarter ended October 31, 2006 as filed
with the Securities and Exchange Commission on December 8,
2006 (File No. 000-25674)).10.7**
    
    2001 Outside Director Option Plan, as amended (Incorporated
by reference to Exhibit 10.1 to SkillSoft PLCs Quarterly
Report on Form 10-Q for the fiscal quarter ended October 31,
2007 as filed with the Securities and Exchange Commission on
December 10, 2007 (File No. 000-25674)).10.8 **
    
    Employment Agreement dated June 10, 2002 between SkillSoft
PLC and Charles E. Moran (Incorporated by reference to
Exhibit 10.31 to SkillSoft PLCs Amendment No. 1 to
Registration Statement on Form S-4 as filed with the
Securities and Exchange Commission on July 30, 2002 (File No.
333-90872)).10.9**
    
    Employment Agreement dated as of June 10, 2002 between
SkillSoft PLC and Jerald A. Nine, Jr. (Incorporated by
reference to Exhibit 10.33 to SkillSoft PLCs Amendment No. 1
to Registration Statement on Form S-4 as filed with the
Securities and Exchange Commission on July 30, 2002 (File No.
333-90872)).10.10
    
    Registration Rights Agreement dated as of June 10, 2002
between SkillSoft PLC and Warburg Pincus Ventures, L.P.
(Incorporated by reference to Exhibit 10.27 to SkillSoft
PLCs Amendment No. 1 to Registration Statement on Form S-4
as filed with the Securities and Exchange Commission on July
30, 2002 (File No. 333-90872)).10.11**
    
    Employment Agreement dated January 12, 1998 between SkillSoft
Corporation and Mark A. Townsend (Incorporated by reference
to Exhibit 10.15 to SkillSoft PLCs Annual Report on Form
10-K for the fiscal year ended January 31, 2003 as filed with
the Securities and Exchange Commission on April 29, 2003
(File No. 000-25674)).10.12**
    
    Employment Agreement dated January 12, 1998 between SkillSoft
Corporation and Thomas J. McDonald (Incorporated by reference
to Exhibit 10.16 to SkillSoft PLCs Annual Report on Form
10-K for the fiscal year ended January 31, 2003 as filed with
the Securities and Exchange Commission on April 29, 2003
(File No. 000-25674)).10.13**
    
    Employment Agreement dated effective September 6, 2002
between SkillSoft PLC and Colm Darcy (Incorporated by
reference to Exhibit 10.17 to SkillSoft PLCs Annual Report
on Form 10-K for the fiscal year ended January 31, 2003 as
filed with the Securities and Exchange Commission on April
29, 2003 (File No. 000-25674)).10.14
    
    Lease dated May 25, 2001, as amended between 1987 Tamposi
Limited Partnership and SkillSoft Corporation (Incorporated
by reference to Exhibit 10.15 to SkillSoft PLCs Annual
Report on Form 10-K for the fiscal year ended January 31,
2006 as filed with the Securities and Exchange Commission on
April 13, 2006 (File No. 000-25674)).10.15**
    
    Indemnification Agreement, dated November 13, 2003, by and
between SkillSoft Corporation and P. Howard Edelstein
(Incorporated by reference to Exhibit 10.2 to SkillSoft PLCs
Quarterly Report on Form 10-Q for the quarter ended October
31, 2003 as filed with the Securities and Exchange Commission
on December 15, 2003 (File No. 000-25674)).




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ExhibitNo.
    
    Title10.16**
    
    Indemnification Agreement, dated March 4, 2004, by and
between SkillSoft Corporation and William Meagher.
(Incorporated by reference to Exhibit 10.27 to SkillSoft
PLCs Annual Report on Form 10-K for the fiscal year ended
January 31, 2004 as filed with the Securities and Exchange
Commission on April 15, 2004 (File No. 000-25674)).10.17**
    
    Lease agreement, dated June 9, 2004, as amended, by and
between Hewlett-Packard Company and SkillSoft Corporation
(Incorporated by reference to Exhibit 10.19 to SkillSoft
PLCs Annual Report on Form 10-K for the fiscal year ended
January 31, 2006 as filed with the Securities and Exchange
Commission on April 13, 2006 (File No. 000-25674)).10.18
    
    Pledge Agreement, dated January 31, 2007, by and between
Silicon Valley Bank and SkillSoft Corporation (Incorporated
by reference to Exhibit 10.19 to SkillSoft PLCs Annual
Report on Form 10-K for the fiscal year ended January 31,
2007 as filed with the Securities and Exchange Commission on
April 13, 2007 (File No. 000-25674)).10.19
    
    Form of Director Option Agreement for initial grants under
the 2001 Director Option Plan (Incorporated by reference to
Exhibit 99.2 to SkillSoft PLCs Current Report on Form 8-K as
filed with the Securities and Exchange Commission on January
4, 2006 (File No. 000-25674)).10.20**
    
    Form of Director Option Agreement for subsequent grants under
the 2001 Director Option Plan (Incorporated by reference to
Exhibit 99.3 to SkillSoft PLCs Current Report on Form 8-K as
filed with the Securities and Exchange Commission on January
4, 2006 (File No. 000-25674)).10.21**
    
    Form of Option Agreement under 2002 Share Option Plan
(Incorporated by reference to Exhibit 10.5 to SkillSoft PLCs
Quarterly Report on Form 10-Q for the quarter ended July 31,
2004 as filed with the Securities and Exchange Commission on
September 9, 2004 (File No. 000-25674))10.22**
    
    Summary of Fiscal 2007 Executive Incentive Compensation
Program. (Incorporated by reference to Exhibit 99.1 to
SkillSoft PLCs Current Report on Form 8-K as filed with the
Securities and Exchange Commission on April 28, 2006 (File
No. 000-25674)).10.23
    
    Release and Settlement Agreement (Incorporated by reference
to Exhibit 10.1 to SkillSoft PLCs Quarterly Report on Form
10-Q for the quarter ended July 31, 2005 as filed with the
Securities and Exchange Commission on September 9, 2005 (File
No. 000-25674)).10.24
    
    Credit Agreement, dated May 14, 2007, among SkillSoft PLC,
SkillSoft Corporation, Credit Suisse, Credit Suisse
Securities (USA) LLC, Keybank National Association, Silicon
Valley Bank, and the lenders party thereto (Incorporated by
reference to Exhibit 10.1 of SkillSoft PLCs Current Report
on Form 8-K as filed with the Securities and Exchange
Commission on May 14, 2007 (File No. 000-25674)).10.25
    
    Guarantee and Collateral Agreement, dated May 14, 2007, among
SkillSoft PLC, SkillSoft Corporation and the subsidiary
guarantors party thereto (Incorporated by reference to
Exhibit 10.2 of SkillSoft PLCs Current Report on Form 8-K as
filed with the Securities and Exchange Commission on May 14,
2007 (File No. 000-25674)).10.26
    
    Summary of Fiscal 2008 Executive Cash Incentive Compensation
Program (Incorporated by reference to Exhibit 99.1 to
SkillSoft PLCs Current Report on Form 8-K as filed with the
Securities and Exchange Commission on May 25, 2007 (File No.
000-25674)).21.1*
    
    List of Significant Subsidiaries.23.1
    
    Consent of Ernst & Young LLP31.1
    
    Certification of SkillSoft PLCs Chief Executive Officer
pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the
Securities Exchange Act of 1934.31.2
    
    Certification of SkillSoft PLCs Chief Financial Officer
pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the
Securities Exchange Act of 1934.31.3
    
    Certification of SkillSoft PLCs Chief Executive Officer
pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the
Securities Exchange Act of 1934.




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ExhibitNo.
    
    Title31.4
    
    Certification of SkillSoft PLCs Chief Financial Officer
pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the
Securities Exchange Act of 1934.31.5*
    
    Certification of SkillSoft PLCs Chief Executive Officer
pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the
Securities Exchange Act of 1934.31.6*
    
    Certification of SkillSoft PLCs Chief Financial Officer
pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the
Securities Exchange Act of 1934.32.1
    
    Certification of SkillSoft PLCs Chief Executive Officer
pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the
Securities Exchange Act of 1934, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of SkillSoft PLCs Chief Financial Officer
pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the
Securities Exchange Act of 1934, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
    
    Filed with our Annual Report on Form 10-K filed with the Securities and Exchange Commission
on March 31, 2008.
    
    Filed with Amendment No. 1 to our Annual Report on Form 10-K filed with the Securities and
Exchange Commission on May 23, 2008.*
    
    Filed herewith.**
    
    Denotes management or compensatory plan or arrangement required to be filed by registrant
pursuant to Item 15(c) of this report on Form 10-K.