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
  
  
  
  Date of Report (Date of earliest event reported):    December 1, 1997
                                                     ----------------------------
  
  
                          CBT GROUP PUBLIC LIMITED COMPANY
  -------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
   
      Republic of Ireland               0-25674                Not Applicable
  --------------------------------------------------------------------------------
        (State or other               (Commission               (IRS Employer
        jurisdiction of               File Number)          Identification Number)
         incorporation) 
   
     1005 HAMILTON COURT, MENLO PARK, CALIFORNIA                    94025
  --------------------------------------------------------------------------------
      (Address of principal executive offices)                    (Zip Code)
  
  Registrant's telephone number, including area code:   (650) 614-5900
                                                      ----------------------------
  
                                        N/A
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  <PAGE>
   
  ITEM 9.   SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
            --------------------------------------------------- 
  
     (a) On December 1, 1997 (the "Closing Date"), CBT Group PLC, a public limited
  company organized under the laws of the Republic of Ireland ("CBT"), acquired
  all of the outstanding ordinary shares of CBT Systems Middle East Limited, a
  limited liability company organized under the International Business Companies
  Act of the Commonwealth of the Bahamas ("MidEast"). The acquisition of MidEast
  (the "Acquisition") was consummated pursuant to a Share Purchase Agreement
  dated as of December 1, 1997 (the "Share Purchase Agreement"), by and among
  CBT, MidEast, John Todd, the managing director of MidEast, and Hamilton
  Brothers Limited, solely in its capacity as bare trustee of the trust that
  legally owns all of the issued and outstanding ordinary shares of MidEast
  ("HBL"). In the Acquisition, CBT received all of the ordinary shares of
  MidEast, all of which were held by HBL, in exchange for 64,500 ordinary
  shares, par value IR37.5p, of CBT ("CBT Ordinary Shares"). As a result of the
  Acquisition, MidEast became a wholly owned subsidiary of CBT.
  
     (b) There were no underwriters or placement agents involved in the
  Acquisition.  All of the CBT Ordinary Shares were issued to HBL.
  
     (c) As described in paragraph (a) above, CBT received all of the ordinary
  shares of MidEast in exchange for 64,500 CBT Ordinary Shares.   The amount of
  consideration received by CBT was determined pursuant to arms' length
  negotiations and took into account various factors concerning the valuation of
  the business of MidEast.
  
     (d) In connection with the issuance of the CBT Ordinary Shares in the
  Acquisition, CBT relied upon the exemptions contained in Regulation S and
  Section 4(2) under the Securities Act of 1933, as amended (the "Act").  The
  Acquisition consisted of the offer and sale of the CBT Ordinary Shares to HBL, a
  company organized and incorporated outside the United States and not formed by
  any U.S. person, and the beneficiaries of the bare trust for which HBL serves as
  trustee, all of whom are non-U.S. citizens resident outside the United States.
  Without limiting the generality of the foregoing, the offer and sale of the CBT
  Ordinary Shares were made in an "offshore transaction" (as defined in Rule
  902(i) of the Act) to non "U.S. persons" (as defined in Rule 902(o) of the Act)
  in the absence of any "directed selling efforts" (as defined in Rule 902(b) of
  the Act).  In addition, CBT structured the Acquisition to fall within the
  exemption contained in Section 4(2) of the Act.  The fair market value of the
  CBT Ordinary Shares as of the date of the Acquisition was approximately
  US$9,500,000.
  
                                        -2-
  <PAGE>
   
                                     SIGNATURES
  
  
     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:    December 11, 1997             CBT GROUP PLC
  
  
                                          /s/ GREGORY M. PRIEST
                                          ----------------------------------
                                          Gregory M. Priest
                                          Vice President, Finance
                                          and Chief Financial Officer
  
                                        -3-
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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
  
  Date of Report (Date of earliest event reported):    December 1, 1997
                                                     ----------------------------
  
                          CBT GROUP PUBLIC LIMITED COMPANY
  -------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
   
      Republic of Ireland               0-25674                Not Applicable
  --------------------------------------------------------------------------------
        (State or other               (Commission               (IRS Employer
        jurisdiction of               File Number)          Identification Number)
         incorporation) 
   
     1005 HAMILTON COURT, MENLO PARK, CALIFORNIA                    94025
  --------------------------------------------------------------------------------
      (Address of principal executive offices)                    (Zip Code)
  
  Registrant's telephone number, including area code:   (650) 614-5900
                                                      ----------------------------
  
                                        N/A
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  ITEM 9.   SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
            --------------------------------------------------- 
  
     (a) On December 1, 1997 (the "Closing Date"), CBT Group PLC, a public limited
  company organized under the laws of the Republic of Ireland ("CBT"), acquired
  all of the outstanding ordinary shares of CBT Systems Middle East Limited, a
  limited liability company organized under the International Business Companies
  Act of the Commonwealth of the Bahamas ("MidEast"). The acquisition of MidEast
  (the "Acquisition") was consummated pursuant to a Share Purchase Agreement
  dated as of December 1, 1997 (the "Share Purchase Agreement"), by and among
  CBT, MidEast, John Todd, the managing director of MidEast, and Hamilton
  Brothers Limited, solely in its capacity as bare trustee of the trust that
  legally owns all of the issued and outstanding ordinary shares of MidEast
  ("HBL"). In the Acquisition, CBT received all of the ordinary shares of
  MidEast, all of which were held by HBL, in exchange for 64,500 ordinary
  shares, par value IR37.5p, of CBT ("CBT Ordinary Shares"). As a result of the
  Acquisition, MidEast became a wholly owned subsidiary of CBT.
  
     (b) There were no underwriters or placement agents involved in the
  Acquisition.  All of the CBT Ordinary Shares were issued to HBL.
  
     (c) As described in paragraph (a) above, CBT received all of the ordinary
  shares of MidEast in exchange for 64,500 CBT Ordinary Shares.   The amount of
  consideration received by CBT was determined pursuant to arms' length
  negotiations and took into account various factors concerning the valuation of
  the business of MidEast.
  
     (d) In connection with the issuance of the CBT Ordinary Shares in the
  Acquisition, CBT relied upon the exemptions contained in Regulation S and
  Section 4(2) under the Securities Act of 1933, as amended (the "Act").  The
  Acquisition consisted of the offer and sale of the CBT Ordinary Shares to HBL, a
  company organized and incorporated outside the United States and not formed by
  any U.S. person, and the beneficiaries of the bare trust for which HBL serves as
  trustee, all of whom are non-U.S. citizens resident outside the United States.
  Without limiting the generality of the foregoing, the offer and sale of the CBT
  Ordinary Shares were made in an "offshore transaction" (as defined in Rule
  902(i) of the Act) to non "U.S. persons" (as defined in Rule 902(o) of the Act)
  in the absence of any "directed selling efforts" (as defined in Rule 902(b) of
  the Act).  In addition, CBT structured the Acquisition to fall within the
  exemption contained in Section 4(2) of the Act.  The fair market value of the
  CBT Ordinary Shares as of the date of the Acquisition was approximately
  US$9,500,000.
  
                                        -2-
  SIGNATURES
  
     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:    December 11, 1997             CBT GROUP PLC
  
                                          /s/ GREGORY M. PRIEST
                                          ----------------------------------
                                          Gregory M. Priest
                                          Vice President, Finance
                                          and Chief Financial Officer
  
                                        -3-