content: <PAGE>
   
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                                    FORM 8-K
  
                                 CURRENT REPORT
  
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
  
                                 OCTOBER 4, 1998
           ----------------------------------------------------------
                Date of Report (date of earliest event reported)
  
  
                        CBT GROUP PUBLIC LIMITED COMPANY
  --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
  
  
      REPUBLIC OF IRELAND                    0-25674             NOT APPLICABLE
  --------------------------------------------------------------------------------
  (State or other jurisdiction of    (Commission File Number)   (I.R.S. Employer 
  incorporation or organization)                               Identification No.)
  
  
                               1005 HAMILTON COURT
                          MENLO PARK, CALIFORNIA 94025
  --------------------------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
  
  
       Registrant's telephone number, including area code:  (650) 614-5900
  
  
                                       N/A
  --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
  
  ================================================================================
  <PAGE>
   
  Item 5.   Other Events.
            ------------ 
  
       On October 4, 1998, the Board of Directors of CBT Group PLC (the "Company")
  adopted a Subscription Rights Declaration, pursuant to which one Subscription
  Right (a "Right") was granted  for each outstanding ordinary share, nominal
  value IR9.375p (the "Shares"), of the Company.  Each Right entitles the
  registered holder to purchase from the Company one Share at a price of $65.00
  per Share, subject to adjustment (the "Purchase Price").  The description and
  terms of the Rights are set forth in the Subscription Rights Declaration, which
  is filed herewith as Exhibit 4.1 (the "Rights Declaration").
  
       Until the earlier to occur of 10 days after (i) the public announcement
  that a person or group of affiliated or associated persons (other than the
  Company, a subsidiary of the Company or an employee benefit plan of the
  Company or a subsidiary) (an "Acquiring Person") has acquired beneficial
  ownership of 15% or more of the outstanding Shares (the "Shares Acquisition
  Date") or (ii) the commencement of, or announcement of an intention to make, a
  tender offer or exchange offer the consummation of which would result in the
  beneficial ownership by an Acquiring Person of 15% or more of such outstanding
  Shares (the earlier of such dates being called the "Distribution Date"), the
  Rights will be evidenced with respect to any of the Share certificates
  outstanding by such Share certificate. Notwithstanding the foregoing, any
  person or group of affiliated or associated persons who, at 12:00 midnight on
  October 4, 1998, was the beneficial owner of at least 15% of the number of
  Shares outstanding on such date will not be deemed an "Acquiring Person"
  unless such person or group of affiliated or associated persons acquires
  beneficial ownership of additional Shares at any time thereafter.
  
       The Rights Declaration provides that, until the Distribution Date, the
  Rights will be transferred with and only with the Shares.  Until the
  Distribution Date (or earlier cancellation or expiration of the Rights), new
  Share certificates issued after the Record Date, upon transfer or new issuance
  of Shares, will contain a notation incorporating the Rights Declaration by
  reference.  Until the Distribution Date (or earlier cancellation or expiration
  of the Rights), the surrender for transfer of any certificates for Shares
  outstanding as of the Record Date, even those without such notation, will also
  constitute the transfer of the Rights associated with the Shares represented by
  such certificate.  As soon as practicable following the Distribution Date,
  separate certificates evidencing the Rights ("Right Certificates") will be
  mailed to holders of record of the Shares as of the close of business on the
  Distribution Date and such separate Right Certificates alone will evidence the
  Rights.
  
       The Rights are not exercisable until the Distribution Date.  The Rights
  will expire on    October 4, 2008 (the "Final Expiration Date") unless the
  Rights are earlier canceled or exchanged by the Company, or the Rights Plan is
  amended, in each case as described below.
  
       The Purchase Price payable, and the number of Shares or other securities or
  property issuable, upon exercise of the Rights are subject to adjustment from
  time to time to prevent dilution (i) in the event of a stock dividend on, a
  bonus issue in respect of, or a subdivision, combination, consolidation or
  reclassification of, the Shares; (ii) upon the grant to holders of the Shares of
  certain rights or warrants to subscribe for or purchase Shares at a price, or
  securities convertible into Shares with a conversion price, less than the then
  current market price of the Shares; or (iii) upon the distribution to holders of
  the Shares of evidences of indebtedness or assets (excluding regular quarterly
  cash dividends or dividends payable in Shares) or of subscription rights or
  warrants (other than those referred to above).
  
       The number of outstanding Rights and the number of Shares issuable upon
  exercise of each Right are also subject to adjustment in the event of a stock
  split of the Shares, a stock dividend on the Shares payable in Shares, a bonus
  issue in respect of the Shares, or subdivisions, consolidations or combinations
  of the Shares occurring, in any such case, prior to the Distribution Date.
  
       In the event that any person becomes an Acquiring Person (a "Flip-In
  Event"), each holder of a Right will thereafter generally have the right to
  receive upon exercise that number of Shares having a market value of two times
  the then current Purchase Price.  Notwithstanding any of the foregoing,
  following the occurrence of  Flip-In 
  <PAGE>
   
  Event all Rights that are, or (under certain circumstances specified in the
  Rights Declaration) were, or subsequently become beneficially owned by an
  Acquiring Person, related persons and transferees will be null and void.
  
       With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least 1% in
  such Purchase Price.  No fractional Shares will be issued.  The Purchase Price
  is payable by certified check, cashier's check, bank draft or money order.
  
       At any time after a person becomes an Acquiring Person and prior to the
  acquisition by any Acquiring Person of 50% or more of the outstanding Shares,
  the Board of Directors of the Company may exchange the Rights (other than Rights
  owned by any Acquiring Person which have become void), in whole or in part, at
  an exchange ratio of one Share per Right (subject to adjustment).  However, if a
  majority of the Company's Board of Directors is elected by Shareholder action by
  written consent, then for a period of 180 days following such election the
  Rights cannot be exchanged if such exchange is reasonably likely to have the
  purpose or effect of facilitating an acquisition of the Company by a person or
  entity who proposed, nominated or supported a director of the Company so elected
  by written consent (an "Interested Person").
  
       At any time prior to a person becoming an Acquiring Person, the Board of
  Directors of the Company may cancel the Rights in whole, but not in part.
  Immediately upon any cancellation of the Rights, the right to exercise the
  Rights will terminate.  However, if a majority of the Company's Board of
  Directors is elected by Shareholder action by written consent, then for a period
  of 180 days following such election the Rights cannot be exchanged if such
  exchange is reasonably likely to have the purpose or effect of facilitating an
  acquisition of the Company by an Interested Person.
  
       Other than provisions relating to principal economic terms of the Rights,
  the terms of the Rights may be amended by the Board of Directors of the Company
  without the consent of the holders of the Rights, except that from and after
  the Distribution Date no such amendment may adversely affect the interests of
  the holders of the Rights.  However, if a majority of the Company's Board of
  Directors is elected by Shareholder action by written consent, then for a period
  of 180 days following such election the Rights cannot be exchanged if such
  exchange is reasonably likely to have the purpose or effect of facilitating an
  acquisition of the Company by an Interested Person.
  
       Until a Right is exercised, the holder thereof, as such, will have no
  rights as a shareholder of the Company, including, without limitation, the right
  to vote or to receive dividends.  Each Share in issue or hereafter issued by the
  Company will receive one Right.
  
       The Rights have certain anti-takeover effects.  The Rights will cause
  substantial dilution to a person or group that attempts to acquire the Company
  without conditioning the offer on cancellation of the Rights or on a substantial
  number of Rights being acquired.  The Rights should not interfere with any
  merger or other business combination approved by the Board of Directors of the
  Company prior to the time that the Rights may not be canceled (as described
  above) since the Board of Directors may, at its option, at any time until the
  Shares Acquisition Date cancel all of  the Rights.  The Rights are designed to
  provide additional protection against abusive takeover tactics such as offers
  for all shares at less than full value or at an inappropriate time (in  terms of
  maximizing long-term shareholder value), partial tender offers and selective
  open-market purchases.  The Rights are intended to assure that the Company's
  Board of Directors has the ability to protect shareholders and the Company if
  efforts are made to gain control of the Company in  manner that is not in the
  best interests of the Company and its shareholders.
  
       The foregoing description of the Rights does not purport to be complete and
  is qualified in its entirety by reference to the Rights Declaration, which is
  filed herewith as exhibit 4.1.
  <PAGE>
   
  Item 7.   Financial Statements and Exhibits
            ---------------------------------
  
            (a)  Not Applicable
  
            (b)  Not Applicable
  
            (c)  Exhibits.    The following exhibit is being filed herewith:
  
                 (4.1)  Rights Declaration, which includes as Exhibit A the Form
                        of Subscription Rights Certificate (incorporated by
                        reference to Exhibit 4.1 to the Company's Registration
                        Statement on Form 8-A, filed on October 5, 1998).
  <PAGE>
   
            Pursuant to the requirements of the Securities Exchange Act of 1934,
  as amended, the Registrant has duly caused this Report to be signed on its
  behalf by the undersigned hereunto duly authorized.
  
  
  
  Dated: October 5, 1998              CBT GROUP PLC
  
  
                                      /s/ Elizabeth K. Roemer
                                      -------------------------------
                                      Elizabeth K. Roemer
                                      Vice President and
                                      General Counsel
  <PAGE>
   
                                  CBT GROUP PLC
                            EXHIBIT INDEX TO FORM 8-K
  
  Exhibit
  
   (4.1) Rights Declaration, which includes as Exhibit A the Form of
         Subscription Rights Certificate (incorporated by reference to Exhibit
         4.1 to the Company's Registration Statement on Form 8-A, filed on
         October 5, 1998).
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text: ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                                    FORM 8-K
  
                                 CURRENT REPORT
  
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
  
                                 OCTOBER 4, 1998
           ----------------------------------------------------------
                Date of Report (date of earliest event reported)
  
                        CBT GROUP PUBLIC LIMITED COMPANY
  --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
  
      REPUBLIC OF IRELAND                    0-25674             NOT APPLICABLE
  --------------------------------------------------------------------------------
  (State or other jurisdiction of    (Commission File Number)   (I.R.S. Employer 
  incorporation or organization)                               Identification No.)
  
                               1005 HAMILTON COURT
                          MENLO PARK, CALIFORNIA 94025
  --------------------------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
  
       Registrant's telephone number, including area code:  (650) 614-5900
  
                                       N/A
  --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
  
  ================================================================================
  Item 5.   Other Events.
            ------------ 
  
       On October 4, 1998, the Board of Directors of CBT Group PLC (the "Company")
  adopted a Subscription Rights Declaration, pursuant to which one Subscription
  Right (a "Right") was granted  for each outstanding ordinary share, nominal
  value IR9.375p (the "Shares"), of the Company.  Each Right entitles the
  registered holder to purchase from the Company one Share at a price of $65.00
  per Share, subject to adjustment (the "Purchase Price").  The description and
  terms of the Rights are set forth in the Subscription Rights Declaration, which
  is filed herewith as Exhibit 4.1 (the "Rights Declaration").
  
       Until the earlier to occur of 10 days after (i) the public announcement
  that a person or group of affiliated or associated persons (other than the
  Company, a subsidiary of the Company or an employee benefit plan of the
  Company or a subsidiary) (an "Acquiring Person") has acquired beneficial
  ownership of 15% or more of the outstanding Shares (the "Shares Acquisition
  Date") or (ii) the commencement of, or announcement of an intention to make, a
  tender offer or exchange offer the consummation of which would result in the
  beneficial ownership by an Acquiring Person of 15% or more of such outstanding
  Shares (the earlier of such dates being called the "Distribution Date"), the
  Rights will be evidenced with respect to any of the Share certificates
  outstanding by such Share certificate. Notwithstanding the foregoing, any
  person or group of affiliated or associated persons who, at 12:00 midnight on
  October 4, 1998, was the beneficial owner of at least 15% of the number of
  Shares outstanding on such date will not be deemed an "Acquiring Person"
  unless such person or group of affiliated or associated persons acquires
  beneficial ownership of additional Shares at any time thereafter.
  
       The Rights Declaration provides that, until the Distribution Date, the
  Rights will be transferred with and only with the Shares.  Until the
  Distribution Date (or earlier cancellation or expiration of the Rights), new
  Share certificates issued after the Record Date, upon transfer or new issuance
  of Shares, will contain a notation incorporating the Rights Declaration by
  reference.  Until the Distribution Date (or earlier cancellation or expiration
  of the Rights), the surrender for transfer of any certificates for Shares
  outstanding as of the Record Date, even those without such notation, will also
  constitute the transfer of the Rights associated with the Shares represented by
  such certificate.  As soon as practicable following the Distribution Date,
  separate certificates evidencing the Rights ("Right Certificates") will be
  mailed to holders of record of the Shares as of the close of business on the
  Distribution Date and such separate Right Certificates alone will evidence the
  Rights.
  
       The Rights are not exercisable until the Distribution Date.  The Rights
  will expire on    October 4, 2008 (the "Final Expiration Date") unless the
  Rights are earlier canceled or exchanged by the Company, or the Rights Plan is
  amended, in each case as described below.
  
       The Purchase Price payable, and the number of Shares or other securities or
  property issuable, upon exercise of the Rights are subject to adjustment from
  time to time to prevent dilution (i) in the event of a stock dividend on, a
  bonus issue in respect of, or a subdivision, combination, consolidation or
  reclassification of, the Shares; (ii) upon the grant to holders of the Shares of
  certain rights or warrants to subscribe for or purchase Shares at a price, or
  securities convertible into Shares with a conversion price, less than the then
  current market price of the Shares; or (iii) upon the distribution to holders of
  the Shares of evidences of indebtedness or assets (excluding regular quarterly
  cash dividends or dividends payable in Shares) or of subscription rights or
  warrants (other than those referred to above).
  
       The number of outstanding Rights and the number of Shares issuable upon
  exercise of each Right are also subject to adjustment in the event of a stock
  split of the Shares, a stock dividend on the Shares payable in Shares, a bonus
  issue in respect of the Shares, or subdivisions, consolidations or combinations
  of the Shares occurring, in any such case, prior to the Distribution Date.
  
       In the event that any person becomes an Acquiring Person (a "Flip-In
  Event"), each holder of a Right will thereafter generally have the right to
  receive upon exercise that number of Shares having a market value of two times
  the then current Purchase Price.  Notwithstanding any of the foregoing,
  following the occurrence of  Flip-In
  Event all Rights that are, or (under certain circumstances specified in the
  Rights Declaration) were, or subsequently become beneficially owned by an
  Acquiring Person, related persons and transferees will be null and void.
  
       With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least 1% in
  such Purchase Price.  No fractional Shares will be issued.  The Purchase Price
  is payable by certified check, cashier's check, bank draft or money order.
  
       At any time after a person becomes an Acquiring Person and prior to the
  acquisition by any Acquiring Person of 50% or more of the outstanding Shares,
  the Board of Directors of the Company may exchange the Rights (other than Rights
  owned by any Acquiring Person which have become void), in whole or in part, at
  an exchange ratio of one Share per Right (subject to adjustment).  However, if a
  majority of the Company's Board of Directors is elected by Shareholder action by
  written consent, then for a period of 180 days following such election the
  Rights cannot be exchanged if such exchange is reasonably likely to have the
  purpose or effect of facilitating an acquisition of the Company by a person or
  entity who proposed, nominated or supported a director of the Company so elected
  by written consent (an "Interested Person").
  
       At any time prior to a person becoming an Acquiring Person, the Board of
  Directors of the Company may cancel the Rights in whole, but not in part.
  Immediately upon any cancellation of the Rights, the right to exercise the
  Rights will terminate.  However, if a majority of the Company's Board of
  Directors is elected by Shareholder action by written consent, then for a period
  of 180 days following such election the Rights cannot be exchanged if such
  exchange is reasonably likely to have the purpose or effect of facilitating an
  acquisition of the Company by an Interested Person.
  
       Other than provisions relating to principal economic terms of the Rights,
  the terms of the Rights may be amended by the Board of Directors of the Company
  without the consent of the holders of the Rights, except that from and after
  the Distribution Date no such amendment may adversely affect the interests of
  the holders of the Rights.  However, if a majority of the Company's Board of
  Directors is elected by Shareholder action by written consent, then for a period
  of 180 days following such election the Rights cannot be exchanged if such
  exchange is reasonably likely to have the purpose or effect of facilitating an
  acquisition of the Company by an Interested Person.
  
       Until a Right is exercised, the holder thereof, as such, will have no
  rights as a shareholder of the Company, including, without limitation, the right
  to vote or to receive dividends.  Each Share in issue or hereafter issued by the
  Company will receive one Right.
  
       The Rights have certain anti-takeover effects.  The Rights will cause
  substantial dilution to a person or group that attempts to acquire the Company
  without conditioning the offer on cancellation of the Rights or on a substantial
  number of Rights being acquired.  The Rights should not interfere with any
  merger or other business combination approved by the Board of Directors of the
  Company prior to the time that the Rights may not be canceled (as described
  above) since the Board of Directors may, at its option, at any time until the
  Shares Acquisition Date cancel all of  the Rights.  The Rights are designed to
  provide additional protection against abusive takeover tactics such as offers
  for all shares at less than full value or at an inappropriate time (in  terms of
  maximizing long-term shareholder value), partial tender offers and selective
  open-market purchases.  The Rights are intended to assure that the Company's
  Board of Directors has the ability to protect shareholders and the Company if
  efforts are made to gain control of the Company in  manner that is not in the
  best interests of the Company and its shareholders.
  
       The foregoing description of the Rights does not purport to be complete and
  is qualified in its entirety by reference to the Rights Declaration, which is
  filed herewith as exhibit 4.1.
  Item 7.   Financial Statements and Exhibits
            ---------------------------------
  
            (a)  Not Applicable
  
            (b)  Not Applicable
  
            (c)  Exhibits.    The following exhibit is being filed herewith:
  
                 (4.1)  Rights Declaration, which includes as Exhibit A the Form
                        of Subscription Rights Certificate (incorporated by
                        reference to Exhibit 4.1 to the Company's Registration
                        Statement on Form 8-A, filed on October 5, 1998).
  Pursuant to the requirements of the Securities Exchange Act of 1934,
  as amended, the Registrant has duly caused this Report to be signed on its
  behalf by the undersigned hereunto duly authorized.
  
  Dated: October 5, 1998              CBT GROUP PLC
  
                                      /s/ Elizabeth K. Roemer
                                      -------------------------------
                                      Elizabeth K. Roemer
                                      Vice President and
                                      General Counsel
  CBT GROUP PLC
                            EXHIBIT INDEX TO FORM 8-K
  
  Exhibit
  
   (4.1) Rights Declaration, which includes as Exhibit A the Form of
         Subscription Rights Certificate (incorporated by reference to Exhibit
         4.1 to the Company's Registration Statement on Form 8-A, filed on
         October 5, 1998).