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                                  EXHIBIT 3.1

                          COMPANIES ACTS, 1963 TO 1999

                        PUBLIC COMPANY LIMITED BY SHARES

                            MEMORANDUM OF ASSOCIATION

                                       OF

                        SMARTFORCE PUBLIC LIMITED COMPANY

                    (as amended by Special Resolutions passed
              on 24th March 1992, 31st March 1995, 28th April 1998,
                      26th January 2000 and 10th July 2001)

1.     The name of the Company is SMARTFORCE PUBLIC LIMITED COMPANY.

2.     The Company is to be a public limited company.

3.     The objects for which the Company is established are:

       (1)    (a) To acquire and hold shares and stocks of any class or
              description, debentures, debenture stock, bonds, bills, mortgages,
              obligations, investments and securities of all descriptions and of
              any kind issued or guaranteed by any company, corporation or
              undertaking of whatever nature and wheresoever constituted or
              carrying on business or issued or guaranteed by any government,
              state, dominion, colony, sovereign ruler, commissioners, trust,
              public, municipal, local or other authority or body of whatsoever
              nature and wheresoever situated and investments, securities and
              property of all descriptions and of any kind, including real and
              chattel real estate, mortgages, reversions, assurances policies,
              contingencies and choses in action. To purchase for investment
              only property of any tenure and any interest therein, and to make
              advances upon the security of land or other similar property or
              any interest therein.

              (b) To carry on any other trade or business whatsoever which can
              in the opinion of the directors be advantageously or conveniently
              carried on by the Company in connection with or as ancillary to
              any of the above businesses or the general business of the
              Company.

       (2)    To carry on the business of surveyors, estate agents, valuers,
              auctioneers, carriers, shippers, fowarding agents, garagement,
              caterers, licensed publicans, fuel suppliers, textile
              manufacturers and dealers, insurance


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              agents and brokers, farmers and generally to import, export,
              manufacture, make, grow, produce, repair, adapt for sale and
              prepare for market goods and materials of every kind, or otherwise
              to carry on any business which may seem to the Company capable of
              being conveniently carried on in connection with the above or any
              one of the above or calculated directly or indirectly to enhance
              the value of or render more profitable any of the Company's
              property or rights.

       (3)    To acquire by purchase, exchange, lease, fee farm grant or
              otherwise, either for an estate in fee simple or for any less
              estate or other estate or interest whether immediate or
              reversionary and whether vested or contingent, any lands,
              tenements or hereditaments of any tenure, whether subject or not
              to any charges or encumbrances, and to hold, farm, work and manage
              and to let, sublet, either furnished or unfurnished, mortgage or
              charge land and buildings of any kind, reversions, interests,
              annuities, life policies, and any other property real or personal,
              movable or immovable, either absolutely or conditionally, and
              either subject or not to any mortgages, charges, ground rent or
              other rents or encumbrances.

       (4)    To hold and farm and work or manage or to sell, let, licence,
              alienate, mortgage, lease or charge land, house property, shops,
              flats, maisonettes, reversions, interests, annuities, life
              policies, and any other property real or personal, movable or
              immovable, either absolutely or conditionally, and either subject
              to or not to any mortgage, charge, rent or encumbrance and to pay
              for any lands, tenements, hereditaments, chattels, or assets
              acquired by the Company in cash or shares, stock, debentures or
              obligations of the Company whether fully paid or otherwise or in
              any other manner.

       (5)    To enter into contracts of every nature and kind and to carry on
              the business of a trust and investment company and to invest the
              funds of the Company in or upon or otherwise acquire, hold and
              deal in property, securities, stocks, shares, debentures,
              interests and investments of every nature and description and to
              hold, serve, exchange, and otherwise deal in such properties and
              investments, and receive income therefrom, and to borrow for
              investment purposes, and to place the funds of the Company on
              deposit with bankers or financial or mercantile houses or
              companies and withdraw same therefrom, and to enter into hire
              purchase, credit sales and other deferred payment arrangements.


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       (6)    To acquire shares, stocks, debentures, debenture stock, bonds,
              obligations as securities either by original subscription, tender,
              purchase, exchange or otherwise, and to subscribe for the same
              either conditionally or otherwise, to guarantee and to write
              descriptions thereof and to exercise and enforce all rights and
              powers conferred by or incidental to the ownership thereof.

       (7)    To act as agents or managers in carrying on any business concerns
              or undertakings and to employ experts to investigate and examine
              the condition, management, prospects, value and circumstances of
              any business concerns and undertakings and generally of any
              assets, property or rights of any kind.

       (8)    To apply for, purchase or otherwise acquire and protect, prolong,
              renew, whether in Ireland or elsewhere any patents, patent rights,
              brevets d'invention, licences, protection, concessions and the
              like, conferring any exclusive or non-exclusive or limited right
              to use, or any secret or other information as to any invention,
              process or privilege which may seem capable of being used for any
              of the purposes of the Company or the acquisition of which may
              seem calculated directly or indirectly to benefit the Company, and
              to use, exercise, develop, manufacture under or grant licences or
              privilege in respect thereof or otherwise turn to account the
              property, rights, privileges and information so acquired, and to
              carry on any business in any way connected therewith, and to
              expend money in experimenting upon and testing, and in improving
              or seeking to improve any patents, inventions, systems,
              programmes, computing or other machines or rights which the
              Company may acquire or propose to acquire.

       (9)    To raise or borrow money, and to secure the payment of money by
              the issue of or upon debentures or debenture stock, perpetual,
              terminable or otherwise or bonds or other obligations, charged or
              not charged upon or by mortgage, charge, hypothecation, lien or
              pledge of the whole or any part of the undertaking property,
              assets and rights of the Company, both present and future,
              including its uncalled capital and generally in such other manner
              and on such terms as may seem expedient, and to issue any of the
              Company's securities, for such consideration and on such terms as
              may be thought fit, including the power to pay a proportion of the
              profits of the Company by way of interest on any monies so raised
              or borrowed; and also by a similar mortgage, charge,
              hypothecation, lien or pledge, to secure and guarantee the
              performance by the Company of any obligation


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              or liability it may undertake; and to redeem or pay off any such
              securities aforesaid.

       (10)   To draw, make, accept, endorse, discount, execute and issue
              promissory notes, bills of exchange, bills of lending, warrants,
              debentures and other negotiable or transferable instruments.

       (11)   To guarantee, support or secure, whether by personal covenant or
              by mortgaging or charging all or any part of the undertaking
              property and assets (present and future) and uncalled capital of
              the Company, or all such methods, the performance of the
              obligations of and the repayment or payment of the principal
              amounts and interest of any person, firm or company or the
              dividends or interest of any securities, including (without
              prejudice to the generality of the forgoing) any company which is
              the Company's holding company or a subsidiary or associated
              company.

       (12)   To acquire and undertake the whole or any part of the business,
              property, goodwill and assets of any person, firm or company
              carrying on or proposing to carry on any of the businesses which
              the Company is authorised to carry on, or which can be
              conveniently carried on in connection with the same, or may seem
              calculated directly or indirectly to benefit the Company, or
              possessed of property suitable for the purposes of the Company and
              as part of the consideration for any of the acts or things
              aforesaid or property acquired to undertake all or any of the
              liabilities of such person, firm or company, or to acquire an
              interest in, amalgamate with, or enter into any arrangement for
              sharing profits, or for co-operation, or for limiting competition,
              or for mutual assistance with any such person, firm or company,
              and to give issue or accept by way of consideration for any of the
              acts or things aforesaid or property acquired, any shares,
              debentures, debenture stock or securities that may be agreed upon,
              and to hold and retain or sell, mortgage and deal with any shares,
              debentures, debenture stock or securities so received.

       (13)   To enter into partnership or into any arrangement for sharing
              profits, union of interest, a joint adventure, reciprocal
              concession, co-operation or otherwise with any company carrying on
              or engaged in any business or transaction which the Company is
              authorised to carry on or engaged in, or any business or
              transaction capable of being conducted so as directly or
              indirectly to benefit the Company, and to lend money to, guarantee
              the


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              contracts or debentures of or otherwise assist any such companies,
              and to take or otherwise acquire and hold shares or stock in or
              securities of, and to subsidise or otherwise assist any such
              company and to sell, hold, re-issue, with or without guarantee, or
              otherwise deal with such shares, stocks or securities.

       (14)   To undertake the office of trustee, executor, administrator,
              committee, manager, secretary, registrar, attorney, delegate,
              substitute or treasurer, and any other offices or situations of
              trust or confidence, and to perform and discharge the duties and
              functions incidental thereto, and generally to transact all kinds
              of trust and agency business either gratuitously or otherwise.

       (15)   To take part in the creation, issue or conversion of debentures,
              debenture stock, bonds, obligations, shares, stocks or securities,
              and to act as trustees in connection with any such securities and
              to take part in the conversion of business concerns and
              undertakings into companies.

       (16)   To take part in the management, supervision or control of the
              business or operations of any company or undertaking, and for that
              purpose to appoint and remunerate any Directors, Accountants or
              other experts or agents.

       (17)   To carry on and undertake any business, transaction or operation
              commonly carried on or undertaken by financial agents, factors,
              financiers, underwriters, concessionaires, contractors for public
              and other works or merchants and to enter into hire purchase,
              credit sales, and other agreements providing for payment by
              instalments or deferred means.

       (18)   To apply for, promote and obtain any Act of the Oireachtas,
              provisional order or licence of the Minister for Industry and
              Commerce or other authority for enabling the Company to carry any
              of its objects into effect, or for effecting any modification of
              the Company's constitution, or for any other purpose which may
              seem expedient, and to oppose any proceedings or applications
              which may seem calculated, directly or indirectly, to prejudice
              the Company's interests.

       (19)   To enter into any arrangements with any governments or authorities
              (supreme, municipal, local or otherwise), or any corporations,
              companies or persons that may seem conducive to the attainment of
              the Company's


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              objects, or any of them, and to obtain from any such government,
              authority, corporation, company, or person any charters,
              contracts, decrees, rights, privileges and concessions which the
              Company may think desirable, and to carry out, exercise and comply
              with any such arrangements, charters, contracts, decrees, rights,
              privileges and concessions.

       (20)   To subscribe for, take, purchase or otherwise acquire and hold
              shares or other interests in, or securities of any other company
              having objects altogether or in part similar to those of this
              Company or carrying on any business capable of being carried on so
              as, directly or indirectly, to benefit this Company.

       (21)   To promote any company for the purpose of acquiring all or any of
              the property or liabilities of the Company, or of undertaking any
              business or operations which may appear likely to assist or
              benefit the Company or to enhance the value of or render more
              profitable any property, assets or business of the Company, or for
              any other purpose which may seem directly or indirectly calculated
              to benefit the Company.

       (22)   To guarantee the payments of dividends or interest on any stocks,
              shares, debentures or other securities issued by, or any other
              contract or obligation of any company, societe anonyme,
              association, undertaking or public or private body and the
              performance of contracts by or become security for members of any
              company having dealings with the Company.

       (23)   To accumulate capital for any of the purposes of the Company, and
              to appropriate any of the Company's assets to specific purposes,
              either conditionally or unconditionally and to admit any class or
              section of those who have any dealings with the Company to any
              share in the profits thereof or in the profits of any particular
              branch of the Company's business, or to any other special rights,
              privileges, advantages or benefits.

       (24)   To apply for and obtain any legislative, municipal or other acts
              or authorisations for enabling the Company to carry any of its
              objects into effect or for any extension or alteration of its
              powers, or for effecting any modification of the Company's
              constitution, or for any other purpose which may seem expedient,
              and to oppose any proceedings, or


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              applications which may seem calculated directly or indirectly to
              prejudice the Company's interest.

       (25)   To apply for and obtain all such licences, consents, authorities,
              grants, permissions and concessions as may be required, or deemed
              to be desirable, in connection with the running or administration
              of the Company's business or otherwise in relation to its affairs.

       (26)   To advance and lend money, with or without security to such
              persons or companies and upon such terms and subject to such
              conditions as may seem expedient.

       (27)   To create, maintain, invest and deal with any reserve or sinking
              funds for redemption of obligations of the Company, or for
              depreciation of works or stock, or any other purpose of the
              Company.

       (28)   To remunerate any person, firm or company rendering services to
              this Company, either by cash payment or by the allotment to him or
              them of shares or securities of the Company credited as paid up in
              full or in part or otherwise as may be thought expedient.

       (29)   To effect assurance and insurance contracts and policies of every
              description, provided that nothing herein contained shall empower
              the Company to carry on a business of insurance in the meaning of
              the Insurance Acts, 1909 to 1989.

       (30)   To sell or otherwise dispose of the whole or any part of the
              business or property of the Company, either together or in
              portions, for such consideration as the Company may think fit, and
              in particular for shares, debentures or securities of any company
              purchasing the same.

       (31)   To distribute either upon a distribution of assets or a division
              of profits among the members of the Company in kind any property
              of the Company, and in particular any shares, debentures or
              securities of other companies belonging to this Company, or of
              which this Company may have the power of disposing.

       (32)   To establish, join, support and subscribe to, or to aid in the
              establishment and support of associations, institutions,
              societies, co-operatives, clubs,


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              funds, trusts or conveniences calculated to benefit the Company or
              employees or ex-employees of the Company or the dependants or
              connections of such persons or connected with any town or place
              where the Company carries on business and to grant pensions,
              gratuities, allowances or charitable aid to any person who may
              have served the Company, or to the wives, children or other
              relatives of such person and to make payments towards insurance,
              and to form and contribute to provident and benefit funds for the
              benefit of any persons employed by the Company and to subscribe or
              guarantee money for charitable or benevolent objects or for any
              exhibition or for any public general or useful object.

       (33)   To support and subscribe to any charitable or public object, and
              any institution, society or club which may be for the benefit of
              the Company or its employees, or may be connected with any town or
              place where the Company carries on business.

       (34)   To make gifts or grant bonuses to officers or other persons who
              are or have been in the employment of the Company and to allow any
              such persons to have the use and enjoyment of such property,
              chattels or other assets belonging to the Company upon such terms
              as the Company shall think fit.

       (35)   To insure the life of any persons who may, in the opinion of the
              Company, be of value to the Company, as having or holding for the
              Company interests, goodwill, or influence or otherwise and to pay
              the premiums on such insurance.

       (36)   To promote freedom of contract and to resist, insure against,
              counteract and discourage interference therewith, to join any
              lawful federation, union, association or party and to contribute
              to the funds thereof or do any other lawful act or thing with a
              view to preventing or resisting directly or indirectly any
              interruption of or interference with the Company or any other
              trade or business or providing or safeguarding against the same,
              or resisting or opposing any strike movement or organisation which
              may be thought detrimental to the interests of the Company or it
              employees, and to subscribe to any association for funds for any
              such purposes.


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       (37)   To procure the Company to be registered or recognised in any
              foreign country, colony, dependency or place.

       (38)   To pay all or any expenses of, incidental to or incurred in
              connection with the formation and incorporation of the Company and
              the raising of its share and loan capital, or to contract with any
              person or company to pay the same, and (except for the case of
              shares subject to the provisions of any statute for the time being
              in force) to pay commissions to brokers and others for
              underwriting, placing, selling or guaranteeing the subscription of
              any shares, debentures or securities of the Company.

       (39)   To do all or any of the above things in any part of the world, and
              as principals, agents, contractors, trustees or otherwise, and
              either by or through trustees, agents, subcontractors or otherwise
              and either alone or in partnership or conjunction with any person
              or company, and to contract for the carrying on of any operation
              connected with the Company's business by any person or company.

       (40)   To carry on any other trade or business whatsoever which can in
              the opinion of the board of directors be advantageously carried on
              by the Company in connection with or as ancillary to any of the
              above businesses or the general business of the Company.

       (41)   To do all such other things as may be deemed incidental or
              conducive to the attainment of the above objects or any of them.

       And it is hereby declared that in the construction of this clause the
       word "company" except where used in reference to this Company, shall be
       deemed to include any person or partnership or other body or persons,
       whether incorporated or not incorporated and whether domiciled in Ireland
       or elsewhere, and words denoting the singular number only shall include
       the plural number and vice versa.

       The objects set forth in any sub-clause of this clause shall not be
       restrictively construed but the widest interpretation shall be given
       thereto and they shall not except where the context expressly so requires
       in such sub-clause, be in any way limited to or restricted by reference
       to or inference from any other object or objects set forth in such
       sub-clause or from the terms of any other sub-clause or by the name of
       the Company. None of such sub-clauses or the object or objects therein
       specified for the powers thereby conferred shall be deemed subsidiary or


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       auxiliary to the objects or powers mentioned in any other sub-clause, but
       the Company shall have full power to exercise all or any of the powers
       and to achieve or endeavour to achieve all or any of the objects
       conferred by and provided in any one or more of the said sub-clauses.

4.     The liability of the members is limited.

5.     The share capital of the Company is E13,200,000 divided into 120,000,000
       ordinary shares of E0.11 each. The share capital of the Company whether
       the original or any increased capital of the Company may be divided into
       different classes of shares with any special, qualified, preferred,
       deferred or other rights or privileges or conditions as to capital,
       dividends, rights of voting or other matters attached thereto, and from
       time to time the Company's regulations may be varied so far as may be
       necessary to give effect to any such rights, privileges or conditions.


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We, the several persons, whose names, addresses and descriptions are subscribed,
wish to be formed into a company in pursuance of this Memorandum of Association,
and we agree to take the number of shares in the capital of the Company set
opposite our respective names.

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NAMES, ADDRESSES AND DESCRIPTIONS                 NUMBER OF SHARES TAKEN
                                                  BY
OF SUBSCRIBERS                                    EACH SUBSCRIBER
--------------------------------


Bridget Trant,
Highdown Hill,
Newcastle,
Co. Dublin

Formations Manager                                One Share

Susan Lawless,
14 Springhill Park,
Blackrock,
County Dublin

Systems Manager                                   One Share




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Total Shares Taken:                               Two

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                        Dated this 25th day of July 1989

Witness to the above signatures:                  Geraldine Reynolds
                                                  39 Birchwood Heights
                                                  Tallaght,
                                                  Dublin 24
                                                  Secretary


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