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                                                                     EXHIBIT 3.1
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                          COMPANIES ACTS 1963 TO 1990

                       PUBLIC COMPANY LIMITED BY SHARES

                           MEMORANDUM OF ASSOCIATION

                                      OF

                       CBT GROUP PUBLIC LIMITED COMPANY

                   (as amended by Special Resolutions passed
           on 24th March 1992, 31st March 1995 and 28th April 1998)

1.   The name of the Company is CBT GROUP 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, 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 
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          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.

     (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,

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          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 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.

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     (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 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 

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          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 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 

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          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.

     (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 

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          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.

     (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.

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     (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 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 IR(Pounds)11,250,000 divided into
120,000,000 ordinary shares of 9.375p 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                  NUMBER OF SHARES
DESCRIPTIONS OF SUBSCRIBERS           TAKEN BY EACH SUBSCRIBER
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Bridget Trust,                         One Share
Highdown Hill,                         
Newcastle,                           
Co. Dublin                           
                                     
Formations Manager                   
                                     
Susan Lawless,                         One Share
14 Springhill Park,                  
Blackrock,                           
County Dublin                        
                                     
Systems Manager                      
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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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