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                                                                     EXHIBIT 3.1

                          COMPANIES ACTS, 1963 TO 2001
                        PUBLIC COMPANY LIMITED BY SHARES

                            MEMORANDUM OF ASSOCIATION
                                       OF
                        SKILLSOFT PUBLIC LIMITED COMPANY

                    (as amended by Special Resolutions passed
              on 24th March 1992, 31st March 1995, 28th April 1998,
              26th January 2000, 10th July 2001, 6th September 2002
                             and 19th November 2002)

1.    The name of the Company is SKILLSOFT 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.



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


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            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.

      (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


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            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 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.


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      (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 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,


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            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 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


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            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 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.


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      (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, 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.


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      (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.

      (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


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      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 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 E27,500,000 divided into 250,000,000
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.

<TABLE>
<CAPTION>
NAMES, ADDRESSES AND DESCRIPTIONS                                  NUMBER OF SHARES TAKEN
OF SUBSCRIBERS                                                     BY EACH SUBSCRIBER
--------------                                                     ------------------
<S>                                                                <C>
Bridget Trant,
Highdown Hill,
Newcastle,
Co. Dublin

Formations Manager                                                 One Share

Susan Lawless,
14 Springhill Park,
Blackrock,
County Dublin

Systems Manager                                                    One Share
-----------------------------------------------------------------------------------------
Total Shares Taken:                                                Two
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</TABLE>

                        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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