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                                                                    EXHIBIT 31.2

                                 CERTIFICATIONS

I, Thomas J. McDonald, certify that:

1.       I have reviewed this Quarterly Report on Form 10-Q of SkillSoft Public
         Limited Company;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

         a)       Designed such disclosure controls and procedures, or caused
                      such disclosure controls and procedures to be designed
                      under our supervision, to ensure that material information
                      relating to the registrant, including its consolidated
                      subsidiaries, is made known to us by others within those
                      entities, particularly during the period in which this
                      report is being prepared;

         b)       [Paragraph omitted in accordance with SEC transition
                      instructions contained in SEC Release 34-47986]

         c)       Evaluated the effectiveness of the registrant's disclosure
                      controls and procedures and presented in this report our
                      conclusions about the effectiveness of the disclosure
                      controls and procedures, as of the end of the period
                      covered by this report based on such evaluation; and

         d)       Disclosed in this report any change in the registrant's
                      internal control over financial reporting that occurred
                      during the registrant's most recent fiscal quarter (the
                      registrant's fourth fiscal quarter in the case of an
                      annual report) that has materially affected, or is
                      reasonably likely to materially affect, the registrant's
                      internal control over financial reporting; and

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

         a)       All significant deficiencies and material weaknesses in the
                      design or operation of internal control over financial
                      reporting which are reasonably likely to adversely affect
                      the registrant's ability to record, process, summarize and
                      report financial information; and

         b)       Any fraud, whether or not material, that involves management
                      or other employees who have a significant role in the
                      registrant's internal control over financial reporting.

Date: September 15, 2003                   /s/ Thomas J. McDonald
                                           _____________________________________
                                           Thomas J. McDonald
                                           Chief Financial Officer