<PAGE>
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 2002
                                                      REGISTRATION NO. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

             ------------------------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                    SPSS INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


           DELAWARE                                           36-2815480
--------------------------------                        -----------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)


                             233 SOUTH WACKER DRIVE
                             CHICAGO, ILLINOIS 60606
                                 (312) 651-3000
    ------------------------------------------------------------------------
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                       1999 EMPLOYEE EQUITY INCENTIVE PLAN


                                 EDWARD HAMBURG
                 EXECUTIVE VICE PRESIDENT, CORPORATE OPERATIONS,
                      CHIEF FINANCIAL OFFICER AND SECRETARY
                                    SPSS Inc.
                             233 South Wacker Drive
                             Chicago, Illinois 60606
                                 (312) 651-3000
            --------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Lawrence R. Samuels, Esq.
                               David S. Guin, Esq.
                                 Ross & Hardies
                            150 North Michigan Avenue
                             Chicago, Illinois 60601
                                 (312) 558-1000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================================
                                                                      Proposed
                                                Amount                 maximum             Proposed             Amount of
               Title of                         to be              offering price          aggregate          registration
      Securities to be registered            registered(1)           per share(2)       offering price(3)          fee
-------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                     <C>                 <C>                   <C>
Common Stock, $0.01 par value                   500,000                 $17.29              $8,645,000             $795.34
===============================================================================================================================
</TABLE>


    (1) The securities being registered include a maximum of 500,000 shares
issuable upon the exercise of options under the 1999 Employee Equity Incentive
Plan assuming full participation of employees under that plan.

    (2) Solely for the purpose of calculating the registration fee, the offering
price per share, the aggregate offering price and the amount of the registration
fee have been computed in accordance with Rule 457(c) under the Securities Act
of 1933, as amended. Accordingly, the price per share of common stock has been
calculated to be equal to the average of the high and low prices for a share of
common stock as reported by the Nasdaq National Market on April 26, 2002, which
is a specified date within five business days prior to the original date of
filing of this Registration Statement.

    (3) Solely for the purpose of calculating the registration fee, the proposed
aggregate offering price has been estimated in accordance with Rule 457(h)
promulgated under the Securities Act.


<PAGE>
                                EXPLANATORY NOTE

This registration statement registers:

     -    Shares of common stock that may be issued (when and if vested) under
          the 1999 Employee Equity Incentive Plan (we refer to it as the "1999
          Plan");

     -    Certain resales of shares of common stock that may be issued (when and
          if vested) under the 1999 Plan.

         This registration statement contains two parts. The first part contains
a reoffer prospectus prepared in accordance with Part I of Form S-3 pursuant to
General Instruction C to Form S-8. The reoffer prospectus may be used for
reoffers or resales of the shares that have been acquired by the selling
stockholders. The second part ("Part II") contains information required in the
registration statement under Part II of Form S-8.

         The information specified by Part I of Form S-8 is not being filed with
the Securities and Exchange Commission as permitted by the Note in Part I of
Form S-8. This information will be sent or given to the participants in the 1999
Plan as specified by Rule 428 under the Securities Act.









<PAGE>
                               REOFFER PROSPECTUS

                                    SPSS INC.

                                  Common Stock

--------------------------------------------------------------------------------

         This reoffer prospectus relates to an offering of shares of SPSS common
stock, which may be issued to certain selling stockholders upon the exercise of
stock options granted under SPSS's 1999 Employee Equity Incentive Plan (we refer
to it as the "1999 Plan").

         The common stock being registered may be offered for the account of the
stockholders who may from time to time be identified under the section heading
"SELLING STOCKHOLDERS" in a supplement to this reoffer prospectus. The selling
stockholders will receive all of the proceeds from any sales of the shares of
our common stock offered under this reoffer prospectus. Although SPSS will not
receive any proceeds from the selling stockholders' sale of shares of our common
stock offered under this reoffer prospectus, we will receive proceeds from any
cash exercises of the options by the selling stockholders under the 1999 Plan.
All proceeds received as a result of the exercise of those options will be used
as working capital for our operations.

         The shares of our common stock issued to the selling stockholders are
being registered to permit the selling stockholders to sell the shares from time
to time in the public market. The selling stockholders may sell the shares of
common stock on the NASDAQ National Market, in negotiated transactions, or
through a combination of these methods, at prevailing market prices or at
privately negotiated prices either directly or through agents or broker dealers,
or through any other means described in the section "PLAN OF DISTRIBUTION"
beginning on Page 15.

         Our common stock is quoted on the Nasdaq National Market under the
symbol "SPSS". On April 26, 2002, the last reported sale price of our common
stock on the Nasdaq National Market was $17.00 per share. Our address is 233
South Wacker Drive, Chicago, Illinois 60606 and our phone number is (312)
651-3000.

         The shares offered by means of this reoffer prospectus involve a high
degree of risk. You should purchase shares only if you can afford a loss of all
or a portion of your investment. See "RISK FACTORS" beginning on Page 6.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE COMMON STOCK TO WHICH THIS REOFFER
PROSPECTUS RELATES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS REOFFER
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

              The date of this reoffer prospectus is May l, 2002.



<PAGE>
                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

WHERE YOU CAN FIND MORE INFORMATION........................................1

INFORMATION INCORPORATED BY REFERENCE......................................2

SPSS INC...................................................................4

FORWARD-LOOKING STATEMENTS.................................................5

RISK FACTORS...............................................................6

USE OF PROCEEDS...........................................................14

SELLING STOCKHOLDERS......................................................14

PLAN OF DISTRIBUTION......................................................15

LEGAL MATTERS.............................................................16

EXPERTS...................................................................16


                       WHERE YOU CAN FIND MORE INFORMATION

         We have filed a registration statement on Form S-8 with the SEC under
the Securities Act of 1933 to allow the selling stockholders to resell the
common stock offered by means of this reoffer prospectus. This reoffer
prospectus, which is a part of the registration statement, does not contain all
of the information identified in the registration statement. For further
information about us and the common stock offered by means of this reoffer
prospectus, we refer you to the registration statement and the exhibits filed as
a part of the registration statement. Statements contained in this reoffer
prospectus as to the contents of any contract or other document filed as an
exhibit to the registration statement are not necessarily complete. If a
contract or document has been filed as an exhibit to the registration statement,
we refer you to the copy of the contract or document that has been filed.

         SPSS is subject to the information and periodic reporting requirements
of the Securities Exchange Act of 1934. In accordance with those requirements,
we file annual, quarterly and special reports, proxy statements and other
information with the SEC. You can read and copy any document we file at the
SEC's public reference rooms at the following location:

                                Judiciary Plaza
                                450 Fifth Street, N.W.
                                Room 1024
                                Washington, D.C., 20549



                                       1
<PAGE>

         You can request copies of these documents upon payment of a duplicating
fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference rooms and the procedure for
obtaining copies. The documents that SPSS files with the SEC, including the
registration statement, are also available to you on the SEC's web site. You can
log onto the SEC's web site at http://www.sec.gov.

                      INFORMATION INCORPORATED BY REFERENCE

         The SEC allows us to "incorporate by reference" the information that we
file with it, which means that we can disclose important information to you by
referring to those documents. As a result, you may need to review other
documents filed by SPSS with the SEC to obtain more information. Information is
incorporated into this reoffer prospectus in two ways. First, if information is
contained in a document that SPSS filed with the SEC before the date of this
reoffer prospectus, the document is specifically identified below. Second, all
of the information provided in a periodic or other report or proxy statement
filed by SPSS with the SEC after the date of this reoffer prospectus is
incorporated by reference.

         The information contained in the documents we incorporate by reference
is considered a part of this reoffer prospectus. Additionally, because
information concerning SPSS, whether contained in this reoffer prospectus or in
a document incorporated by reference, will be amended or superseded by more
current information contained in later filed documents, the information that we
file with the SEC after the date of this reoffer prospectus will update and
supersede older information contained in, or incorporated by reference into,
this reoffer prospectus.

         We incorporate by reference into this reoffer prospectus all the
documents listed below:

         -     The annual report of SPSS Inc. on Form 10-K/A (Amendment No. 1)
               filed with the SEC on April 24, 2002 for the fiscal year ended
               December 31, 2001;

         -     The annual report of SPSS Inc. on Form 10-K filed with the SEC on
               April 1, 2002 for the fiscal year ended December 31, 2001;

         -     The current report of SPSS Inc. on Form 8-K/A (Amendment No. 3)
               filed with the SEC on April 23, 2002, except for the audited
               financial statements of LexiQuest S.A. which were included in the
               Form 8-K/A solely for the purpose of generating the pro forma
               combined audited financial statements included therein;

         -     The current report of SPSS Inc. on Form 8-K/A (Amendment No. 2)
               filed with the SEC on April 22, 2002;

         -     The current report of SPSS Inc. on Form 8-K/A (Amendment No. 1)
               filed with the SEC on February 27, 2002;

         -     The current report of SPSS Inc. on Form 8-K filed with the SEC on
               February 21, 2002; and

         -     The description of the common stock of SPSS Inc. contained in its
               registration statement filed with the SEC on a Form 8-A dated
               August 4, 1993 pursuant to Section 12 of the Securities Exchange
               Act of 1934.



                                       2
<PAGE>

         In addition to the documents listed above, SPSS incorporates by
reference into this reoffer prospectus all documents filed by SPSS with the SEC
under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of this reoffer prospectus and until all of the common stock
being offered by means of this reoffer prospectus have been sold by the selling
stockholders or the registration statement which SPSS has filed with the SEC
relating to the common stock ceases to be effective.

         We will deliver a free copy of any document incorporated by reference
into this reoffer prospectus but not delivered with this reoffer prospectus to
anyone who receives this reoffer prospectus. Exhibits filed with the documents
that are incorporated by reference into this reoffer prospectus will be
delivered only if the exhibits have been specifically incorporated by reference.
Requests for any of these documents may be made in writing or orally and should
be directed to: Chief Financial Officer, SPSS Inc., 233 South Wacker Drive,
Chicago, Illinois 60606, (312) 651-3000.

         SPSS has not authorized any dealer, salesman or any other person to
give any information or to make any representations not contained in this
reoffer prospectus. As a result, any information or representation not contained
herein must not be relied upon as having been authorized by SPSS. Neither SPSS
nor the selling stockholders are making an offer of the common stock in any
state where the offer is not permitted. You should not assume that the
information in this reoffer prospectus is accurate as of any date other than the
date on the front of this document.



                                       3
<PAGE>
                                    SPSS INC.

         SPSS Inc. was incorporated in Illinois in 1975 under the name SPSS,
Inc. and was reincorporated in Delaware in May 1993 under the name "SPSS Inc."
SPSS is a multinational computer software company providing technology that
transforms data into insight through the use of predictive analytics and other
data mining techniques. The company's solutions and products enable
organizations to improve decision-making by learning from the past,
understanding the present, as well as anticipating future problems and
opportunities. Approximately two-thirds of the company's customers are
commercial firms, many of which use SPSS technology to better target their
marketing and sales programs, including:

         -     Attracting new customers more efficiently;

         -     Increasing sales to existing customers by improving
               cross-selling, up-selling, and retention;

         -     Forecasting and monitoring results, like sales performance;

         -     Facilitating more effective electronic commerce; and

         -     Better allocating scarce resources across marketing programs.

         Among its customers in the public sector, SPSS's offerings are
primarily used to improve interactions between government agencies and their
constituents as well as detect fraud and other forms of non-compliance. SPSS
products are often a standard at colleges and universities throughout the world
as tools for academic research and the teaching of data analysis techniques.

         SPSS technology offers:

         -     A wide array of data access and data management capabilities;

         -     An extensive range of advanced data analytical techniques for use
               in what is known as "data mining" in many contemporary business
               settings; and

         -     Various capabilities for the delivery of the results of analyses
               to executives and managers in organizations, the integration of
               these results into databases and operational systems like
               call-center software and sales force automation programs, as well
               as the use of these results by automated decision-making systems
               operating on the Web.

         SPSS's major offerings include:

         -     CustomerCentric, the SPSS branded analytical solution
               specifically for customer relationship management (aCRM)
               applications, particularly in the retail, telecommunications and
               financial services industries. CustomerCentric now also includes
               NetGenesis, a suite of software applications that collects and
               stores web site and e-customer data, integrates offline customer
               information and enables businesses to analyze this information to
               improve their ability to market, sell support products, services
               and content online.



                                       4
<PAGE>

         -     The SPSS and Clementine product lines for general data mining and
               data analysis across a range of industries;

         -     The MR Dimensions solution and Quantime product line for use by
               professional market research firms;

         -     The Strategy product line for a broad range of data analysis
               applications on IBM I-Series (AS/400) computing systems; and

         -     SPSS MR Online, a unique one-stop shop where market researchers
               can get both the tools and the sample (online survey respondents)
               they need to conduct effective on-line customer market research.

         In its 27 years of operation, SPSS has become a widely recognized name
in analytical technology. SPSS is continuing to leverage this leadership
position to take advantage of the increased demand for software and services
that enable organizations to systematically analyze and present data for use in
decision-making. This increased demand is particularly apparent in decisions
related to developing programs for attracting or retaining customers, as well as
forecasting and monitoring the results of these programs. SPSS's management
believes that growth in the availability of data about, and competition for,
customers has substantially expanded the market for its analytical solutions and
products. Further contributing to this increased market potential are new
developments in SPSS technology that more effectively process large volumes of
data as well as distribute analytical results in real-time to decision makers
and web-based decision-making systems. SPSS also recently introduced offerings
that enable its technology to be integrated into analytical applications
developed and marketed by other independent software vendors, opening additional
channels of distribution for SPSS.

         In August 1993, SPSS completed an initial public offering of common
stock, $0.01 par value. The common stock is listed on the NASDAQ National Market
under the symbol SPSS. In early 1995, SPSS and some stockholders sold 1,865,203
shares of common stock in a public offering.

                           FORWARD-LOOKING STATEMENTS

         The following is a "safe harbor" statement under the Private Securities
Litigation Reform Act of 1995. This reoffer prospectus contains forward-looking
statements within the meaning of section 27A of the Securities Act of 1933 and
section 21E of the Securities Exchange Act of 1934. We may also make written
forward-looking statements in our periodic reports to the SEC, in our press
releases and other written materials and in oral statements made by our
officers, directors or employees to third parties. Statements that are not
historical facts, including statements about our beliefs and expectations, are
forward-looking statements. These statements are based on the beliefs and
assumptions of our management and on information currently available to us.
Forward-looking statements include statements preceded by, followed by or that
include the words "believes", "expects", "anticipates", "intends", "plans",
"estimates", "designed" "may", "could", "predicts" or similar expressions.

         Because we are unable to control or predict many factors that will
determine our future performance including financial results, forward-looking
statements are not guarantees of future performance. They involve risks,
uncertainties and assumptions. Our future results may differ materially from
those expressed in the forward-looking statements contained in this reoffer
prospectus


                                       5
<PAGE>

and in the information incorporated by reference in this reoffer prospectus. See
"WHERE YOU CAN FIND MORE INFORMATION." We caution you that a number of important
factors could cause actual results to differ materially from those contained in
any forward-looking statement. Specific factors that might cause these
differences are discussed throughout this reoffer prospectus, including the
section entitled "RISK FACTORS."

         SPSS's management believes these forward-looking statements are
reasonable. However, because these statements are based on current expectations,
you should not place undue reliance on these forward-looking statements.
Forward-looking statements speak only as of the date they are made, and we
undertake no obligation to update publicly any of them in light of new
information or future events.

                                  RISK FACTORS

         You should carefully consider the risks described below before making
an investment decision. The risks and uncertainties described below are not the
only ones facing our company. Additionally risks and uncertainties not presently
known to us or that we currently believe are immaterial may also impair our
business operations. If any of the following risks actually occur, our business,
financial condition or results of operations could be materially adversely
affected, the trading price of our common stock could decline, and you could
lose all or part of your investment.

                    OUR FINANCIAL RESULTS AND STOCK PRICE MAY
                      BE AFFECTED BY QUARTERLY FLUCTUATIONS

         SPSS's quarterly revenue and operating results have varied in the past
and may continue to do so in the future. Future revenues and operating results
will depend upon, among other factors:

         -     the number and timing of product updates and new product
               introductions;

         -     delays in product development and introduction;

         -     purchasing schedules of its customers;

         -     changes in foreign currency exchange rates;

         -     product and market development expenditures;

         -     the timing of product shipments;

         -     changes in product mix;

         -     timing, costs and effects of acquisitions; and

         -     general economic conditions.

         Because SPSS's expense levels are to a large extent based on its
forecasts of future revenues, operating results may be adversely affected if our
future revenues fall below expectations. Accordingly, SPSS believes that
quarter-to-quarter comparisons of its results of operations may not be
meaningful and should not be relied upon as an indication of future performance.



                                       6
<PAGE>

         SPSS has historically operated with very little backlog because its
products are generally shipped as orders are received. As a result, revenues in
any quarter are dependent on orders shipped and licenses renewed in that
quarter. SPSS has experienced a seasonal pattern in its operating results with
the fourth quarter typically having the highest operating income. For example,
excluding merger and other non-recurring charges and the deferred revenue
adjustment in 2000, the percentage of SPSS operating income realized in the
fourth quarter was 39% in 1999, 34% in 2000 and 39% in 2001. We can provide no
assurance that our operating income realized in any given fourth quarter will
remain at historically high percentage levels, which could adversely affect
revenues for an entire fiscal year.

         In addition, the timing and amount of SPSS's revenues may be affected
by a number of factors that make estimation of operating results before the end
of a quarter uncertain. A significant portion of SPSS's operating expenses are
relatively fixed, and planned expenditures are based primarily on revenue
forecasts. More specifically, in the fourth quarter, the variable profit margins
on modest increases in sales volume at the end of the quarter are significant.
Should SPSS fail to achieve these fourth quarter revenue increases, net income
for the fourth quarter and the full year could be materially affected.
Generally, if revenues do not meet SPSS's expectations in any given quarter,
operating results will be adversely affected. SPSS was profitable in the ten
quarters from December 31, 1994 through June 30, 1997, but had a net loss of
$4,196,000 in the third quarter of 1997 due primarily to one-time acquisition
charges of $2,911,000 and a charge from the revaluation of specified assets of
$5,555,000. In 1998, SPSS was profitable in the first three quarters, but had a
net loss of $1,355,000 in the fourth quarter of 1998 primarily due to a one-time
merger-related charge and write-off of acquired in-process technology of
$5,500,000 and a charge for revaluation of specified assets of $445,000. In
1999, SPSS was profitable in all four quarters. In 2000, SPSS had a net loss of
$3,776,000 primarily due to the negative effects of deferring revenues in
accordance with AICPA Technical Practice Aids regarding software revenue
recognition. This application resulted in a $16,975,000 reduction in net
revenues. In 2001, SPSS had a net loss of $21,232,000 primarily due to special
general and administrative charges of $14,736,000, merger-related charges of
$10,139,000 and write-off of in-process technology of $2,288,000. There can be
no assurance that profitability on a quarterly or annual basis can be achieved
or sustained in the future.

                     SPSS MAY BE UNSUCCESSFUL IN INTEGRATING
                               RECENT ACQUISITIONS

         In recent years, SPSS has made a significant number of acquisitions,
including the acquisition of businesses based outside of the United States. SPSS
faces challenges and business integration issues with its March 2001 merger of
one of SPSS's wholly-owned subsidiaries with and into ShowCase Corporation, a
Minnesota corporation, the October 2001 purchase of specified assets of and
strategic alliance with America Online, Inc., its December 2001 merger of one of
SPSS's wholly-owned subsidiaries with and into NetGenesis Corp., a Delaware
corporation, and its February 2002 acquisition of all of the outstanding shares
of capital stock of LexiQuest, S.A., a corporation organized under the laws of
France. If SPSS loses key personnel from ShowCase, NetGenesis or LexiQuest or in
connection with the AOL strategic alliance or is unable to integrate ShowCase's,
NetGenesis's or LexiQuest's business or technology or the assets acquired in
connection with the AOL strategic alliance into its own effectively, SPSS may
experience a material adverse impact on its financial condition. There can be no
assurance that the recent acquisitions of ShowCase, NetGenesis or LexiQuest or
the AOL assets or future acquisitions will be successfully integrated into SPSS.




                                       7
<PAGE>

                       SPSS MAY NOT RESPOND ADEQUATELY TO
                           RAPID TECHNOLOGICAL CHANGES

         The computer software industry is characterized by rapid technological
advances, changes in customer requirements, as well as frequent enhancements to
and introductions of technologies. SPSS's future success will depend upon its
ability to enhance its existing software and introduce new software products
that keep pace with technological developments, respond to evolving customer
requirements and achieve market acceptance. In particular, SPSS believes it must
continue to respond quickly to users' needs for greater functionality, improved
usability and support for new hardware and operating systems. Any failure by
SPSS to respond adequately to technological developments and customer
requirements, or any significant delays in software development or introduction,
could result in loss of revenues.

         In the past, SPSS has, on occasion, experienced delays in the
introduction of new software and enhancements to existing technology, primarily
due to difficulties with particular operating environments and problems with
software provided by third parties. The extent of these delays has varied
depending upon the size and scope of the project and the nature of the problems
encountered. These delays have most often resulted from "bugs" encountered in
working with new versions of operating systems and other third party software,
and bugs or unexpected difficulties in existing third party software which
complicate integration with SPSS's software. From time to time, SPSS has
discovered bugs in its software that are resolved through maintenance releases
or through periodic updates depending upon the seriousness of the defect. There
can be no assurance that SPSS will be successful in developing and marketing new
software or enhancements to existing technology on a timely basis or that SPSS
will not experience significant delays or defects in its software in the future,
which could have a material adverse effect on SPSS. In addition, there can be no
assurance that new software or enhancements to existing technology developed by
SPSS will achieve market acceptance or that developments by others will not
render SPSS's technologies obsolete or noncompetitive.

                     SPSS MAY FACE BUSINESS DECLINES DUE TO
                          OUR INTERNATIONAL OPERATIONS

         Revenues from operations outside of North America accounted for
approximately 46% of SPSS's revenues in 1999, 43% of SPSS's revenues in 2000,
and 50% of SPSS's revenues in 2001. SPSS expects that revenues from
international operations will continue to represent a large percentage of its
net revenues and that this percentage may increase, particularly as SPSS further
"localizes" products by translating them into additional languages and expands
its operations through acquisitions of companies outside the United States. A
number of risk factors may affect our international revenues, including:

         -     greater difficulties in accounts receivable collection;

         -     longer payment cycles;

         -     exposure to currency fluctuations;

         -     financial, tax and accounting impact of the European Union's
               adoption of the Euro as legal currency;


                                       8
<PAGE>


         -     political and economic instability; and

         -     the burdens of complying with a wide variety of foreign laws and
               regulatory requirements.

         SPSS also believes that it is exposed to greater levels of software
piracy in international markets because of the weaker protection afforded to
intellectual property in some foreign jurisdictions. As SPSS expands its
international operations, the risks described above could increase and, in any
event, could have a material adverse effect on SPSS.

                  SPSS'S STOCK PRICE MAY EXPERIENCE VOLATILITY

         There has been significant volatility in the market prices of
securities of technology companies, including SPSS, and, in some instances, this
volatility has been unrelated to the operating performance of those companies.
Market fluctuations may adversely affect the price of our common stock. SPSS
also believes that, in addition to factors such as interest rates and economic
conditions which affect stock prices generally, some, but not all, of the
factors which could result in fluctuations in our stock price include:

         -     announcements of new products by SPSS or its competitors;

         -     quarterly variations in financial results;

         -     recommendations and reports of analysts;

         -     acquisitions; and

         -     other factors beyond SPSS's control.

                SPSS RELIES ON THIRD PARTIES FOR CERTAIN SOFTWARE

         SPSS licenses software from third parties. Some of this licensed
software is embedded in SPSS's products, and some is offered as add-on products.
If these licenses are discontinued, or become invalid or unenforceable, there
can be no assurance that SPSS will be able to develop substitutes for this
software independently or to obtain alternative sources in a timely manner. Any
delays in obtaining or developing substitutes for licensed software could have a
material adverse effect on SPSS.

             SPSS RELIES ON THIRD PARTIES FOR SOFTWARE DISTRIBUTION

         In January 1997, SPSS entered into a Banta Global Turnkey Software
Distribution Agreement under which Banta Global Turnkey manufactures, packages
and distributes SPSS's software products to SPSS's domestic and international
customers and various international subsidiaries. The Banta agreement had an
initial three-year term and automatically renews thereafter for successive
periods of one year. The Banta agreement was renewed in January 2002. Either
party may terminate the Banta agreement for cause by written notice if the other
materially breaches its obligations. If Banta fails to perform adequately any of
its obligations under the Banta agreement, SPSS's operating results could be
materially adversely affected.


                                       9
<PAGE>


                         CHANGES IN PUBLIC EXPENDITURES
                            MAY ADVERSELY AFFECT SPSS

         A significant portion of SPSS's revenues comes from licenses of its
software directly to foreign and domestic government entities. In addition,
significant amounts of SPSS's revenues come from licenses to academic
institutions, healthcare organizations and private businesses that contract with
or are funded by government entities. Government appropriations processes are
often slow and unpredictable and may be affected by factors outside SPSS's
control. In addition, proposals are currently being made in various countries to
reduce government spending. Reductions in government expenditures and
termination or renegotiation of government-funded programs or contracts could
have a material adverse effect on SPSS. In addition, declines in overall levels
of economic activity could also have a material adverse impact on SPSS.

                 SPSS MAY BE UNABLE TO CONTINUE TO COMPETE WITH
                 COMPANIES IN ITS INDUSTRIES THAT HAVE FINANCIAL
                               OR OTHER ADVANTAGES

         SPSS's historical market for statistical software is both highly
competitive and fragmented. SPSS is among the largest companies in the
statistical software market, and, based upon sales and comparative assessments
in trade publications, SPSS believes that it competes effectively against its
competitors, particularly on desktop computing platforms. SPSS considers its
primary worldwide competitor to be the larger and better-financed SAS Institute,
although SPSS believes that SAS's revenues are derived principally from products
for purposes other than statistical analysis that operate primarily on large
computing platforms. StatSoft Inc. and Minitab, Inc. are also competitors,
although their annual revenues from statistical products are believed to be
considerably less than the revenues of SPSS. In addition to competition from
other statistical software companies, SPSS also faces competition from providers
of software for specific statistical applications.

         In the data mining, customer relationship management and business
performance measurement markets, SPSS faces competition from many larger and
more well-funded companies. These include SAS, IBM, HNC Corporation, NCR,
Oracle, and others, and recent entrants, like Broadbase, E.piphany and
NetPerceptions, many of which specialize in customer relationship management in
e-commerce settings. With the exception of SAS, these competitors do not
currently offer the range of analytical capability SPSS offers, and as a result
are both competitors and potential partners for SPSS technology.

         In all markets, SPSS competes primarily on the basis of the usability,
functionality, performance, reliability and connectivity of its software. The
significance of each of these factors varies depending upon the anticipated use
of the software and the analytical training and expertise of the customer. To a
lesser extent, SPSS competes on the basis of price and thus maintains pricing
and licensing policies to meet market demand. SPSS believes it is able to
compete successfully because of the highly usable interfaces, comprehensive
analytical capabilities, efficient performance characteristics, local language
versions, consistent quality, and connectivity features of its software, as well
as its worldwide distribution capabilities and widely recognized name.

         In the future, SPSS may face competition from new entrants into its
markets. SPSS could also experience competition from companies in other sectors
of the broader market for business intelligence software, like providers of OLAP
(On-Line Analytical Processing) and analytical application software, as well as
from companies in other sectors of the broader market for customer relationship
management




                                       10
<PAGE>

software, like providers of sales force automation and collaborative software,
who could add advanced analytical functionality to their existing products. Some
of these potential competitors have significantly more capital resources,
marketing experience and research and development capabilities than SPSS.
Competitive pressures from the introduction of new solutions and products by
these companies or other companies could have a material adverse effect on SPSS.
There can be no assurance that SPSS will be able to compete successfully in the
future.

                 SPSS DEPENDS ON KEY EXECUTIVES. A LOSS OF THESE
                 EXECUTIVES AND OTHER PERSONNEL COULD NEGATIVELY
                              IMPACT OUR OPERATIONS

         SPSS is dependent on the efforts of various executives and key
employees, including its President and Chief Executive Officer, Jack Noonan.
SPSS's continued success will depend in part on its ability to attract and
retain highly qualified technical, managerial, sales, marketing and other
personnel. Competition for highly qualified personnel is intense. SPSS's
inability to continue to attract or retain highly qualified personnel could have
a material adverse effect on SPSS's financial position and results of operation.
No life insurance policies are maintained on SPSS's key personnel.

                    SPSS MAY NOT RECEIVE THE FULL BENEFITS OF
                      ITS INTELLECTUAL PROPERTY PROTECTIONS

         The analytical algorithms incorporated in SPSS's software are not
proprietary. SPSS believes that the proprietary technology constituting a
portion of its software determines the speed and quality of displaying the
results of computations, the ability of its software to work in conjunction with
third party software, and the ease of use of its software. SPSS's success will
depend, in part, on its ability to protect the proprietary aspects of its
software. SPSS's attempts to protect its proprietary software with trade secret
laws and internal nondisclosure safeguards, as well as copyright and trademark
laws and contractual restrictions on copying, disclosure and transferability
that are incorporated into its software license agreements. SPSS licenses its
software only in the form of executable code, with contractual restrictions on
copying, disclosures and transferability. Except for licenses of its products to
users of large system products and annual licenses of its desktop products, SPSS
licenses its products to end-users by use of a "shrink-wrap" license, as is
customary in the industry. It is uncertain whether these license agreements are
legally enforceable. The source code for all of SPSS's software is protected as
a trade secret and as unpublished copyrighted work. In addition, SPSS has
entered into confidentiality and nondisclosure agreements with its key
employees. Despite these restrictions, the possibility exists for competitors or
users to copy aspects of SPSS products or to obtain information which SPSS
regards as a trade secret. SPSS has no patents, and judicial enforcement of
copyright laws and trade secrets may be uncertain, particularly outside of North
America. Preventing unauthorized use of computer software is difficult, and
software piracy is expected to be a persistent problem for the packaged software
industry. These problems may be particularly acute in international markets. In
addition, the laws of various countries in which SPSS's software is or may be
licensed do not protect SPSS's software and intellectual property rights to the
same extent as the laws of the United States. Despite the precautions taken by
SPSS, it may be possible for unauthorized third parties to reverse engineer or
copy SPSS's products or obtain and use information that SPSS regards as
proprietary. There can be no assurance that the steps taken by SPSS to protect
its proprietary rights will be adequate to prevent misappropriation of its
technology.


                                       11
<PAGE>

         Although SPSS's software has never been the subject of an infringement
claim, there can be no assurance that third parties will not assert infringement
claims against SPSS in the future or that any infringement assertion will not
result in costly litigation or require SPSS to obtain a license to use the
intellectual property of third parties. There can be no assurance that these
licenses will be available on reasonable terms, or at all. There can also be no
assurance that SPSS's competitors will not independently develop technologies
that are substantially equivalent or superior to SPSS's technologies.

               CERTAIN STOCKHOLDERS AND OFFICERS AND DIRECTORS MAY
                     CONTROL CORPORATE ACTIONS DUE TO THEIR
                             OWNERSHIP OF SPSS STOCK

         SPSS's executive officers and directors beneficially own a significant
percentage of SPSS's outstanding shares of common stock, currently estimated to
be approximately 21%. As a result, the officers and directors may be able to
influence important corporate decisions that require stockholder approval. The
Norman H. Nie Revocable Trust Dated March 15, 1991 (a trust beneficially
controlled by Norman H. Nie, the chairman of our board of directors) and
affiliates of the Norman H. Nie Trust currently own approximately 7% of the
outstanding shares of SPSS common stock. If the Norman H. Nie Trust and
affiliates of the Norman H. Nie Trust own in the aggregate at least 12.5% of the
outstanding shares of SPSS common stock, the Norman H. Nie Trust would be
entitled to nominate a director for inclusion in the management slate for
election to SPSS's Board of Directors.

         Because of the combined voting power of the officers and directors,
these individuals acting as a group may be able to influence SPSS's affairs and
business, including any determination with respect to a change in control of
SPSS, future issuances of SPSS common stock or other securities, declaration of
dividends on SPSS common stock and the election of directors. This influence
could have the effect of delaying, deferring or preventing a change of control
of SPSS which could deprive SPSS's stockholders of the opportunity to sell their
shares of common stock at prices higher than prevailing market prices.

                      ANTI-TAKEOVER PROTECTIONS MAY MAKE IT
                   DIFFICULT FOR A THIRD PARTY TO ACQUIRE SPSS

         SPSS's Certificate of Incorporation and bylaws contain a number of
provisions, including provisions requiring an 80% super-majority stockholder
approval of specified actions and provisions for a classified Board of
Directors, which would make the acquisition of SPSS, by means of an unsolicited
tender offer, a proxy contest or otherwise, more difficult.

         SPSS's bylaws provide for a staggered board of directors so that only
one-third of the total number of directors are replaced or re-elected each year.
Therefore, potential acquirers of SPSS may face delays in replacing the existing
directors.

         SPSS's senior executive officers may be entitled to substantial
payments in the event of their termination without cause or constructive
termination following a change of control of SPSS. These payments could have the
effect of discouraging a potential acquirer from acquiring control of SPSS.


                                       12
<PAGE>


                    SALES OF SPSS STOCK AVAILABLE FOR FUTURE
                      USE COULD DEPRESS SPSS'S STOCK PRICE

         In addition to the shares of common stock which are outstanding, as of
March 15, 2002, there were vested options outstanding held by management to
purchase approximately 1,371,415 additional shares of common stock, with an
average exercise price of $18.71 per share, and unvested options to purchase
approximately 572,935 additional shares of common stock. SPSS has also
established a stock purchase plan available to employees of SPSS, which permits
employees to acquire shares of common stock at the end of each quarter at 85% of
the market price of the common stock as of the day after the end of the quarter.

         No prediction can be made as to the effect, if any, that future sales,
or the availability of shares of SPSS common stock for future sales, will have
on the market price prevailing from time to time. Sales of substantial amounts
of common stock by SPSS or by stockholders who hold "restricted securities," or
the perception that these sales may occur, could adversely affect prevailing
market prices for the common stock.




                                       13
<PAGE>
                                 USE OF PROCEEDS

         All of the shares of common stock being offered by means of this
reoffer prospectus will be sold by the selling stockholders, who will receive
all proceeds from any sales. We will, however, receive proceeds from any cash
exercises of the options by the selling stockholders under the 1999 Plan. All
proceeds received as a result of the exercise of those options will be used as
working capital for our operations. In addition, other than the completion and
filing of this registration statement, we will not participate in the reoffering
or sale of the shares of common stock by the selling stockholders.

                              SELLING STOCKHOLDERS

         When an affiliate stockholder notifies SPSS that he or she intends to
sell any shares of common stock issued to him or her upon the exercise of a
stock option granted under the 1999 Plan, we intend to file a supplement to this
reoffer prospectus to identify the name of each selling stockholder and the
number of shares of common stock to be reoffered by that selling stockholder.
Specifically, SPSS will update the following table to identify information with
respect to the beneficial ownership of our common stock by each selling
stockholder immediately before the offering and as adjusted to reflect the sale
of SPSS's shares of common stock under the reoffering. The selling stockholders
identified in any supplement to this reoffer prospectus may from time to time
offer the shares of common stock offered by means of this reoffer prospectus. We
do not know when or in what amounts the selling stockholders may offer shares
for resale and we cannot assure you that the selling stockholders will sell any
or all of the shares offered by means of this reoffer prospectus.


<TABLE>
<CAPTION>
                         Shares Beneficially                           Shares Beneficially
                          Owned Before the        Number of Shares       Owned After the
                            Offering(1)            Available for            Offering(2)
                            -----------           Reoffer and Sale          -----------
Selling Stockholders     Number   Percentage           Hereby           Number  Percentage
--------------------     ------   ----------           ------           ------  ----------
<S>                      <C>      <C>              <C>                  <C>     <C>






</TABLE>

         (1)   SPSS will rely on information provided by the selling
               stockholders to determine the number of shares of our common
               stock which the selling stockholders will own as of a particular
               date before the offering.

         (2)   Assumes the sale of all shares that may be sold in the offering,
               and that no other shares beneficially owned by the selling
               stockholders are sold.




                                       14
<PAGE>
                              PLAN OF DISTRIBUTION

         The selling stockholders may, from time to time, sell all or a portion
of the shares being offered by means of this prospectus by one or more of the
following methods:

         -     on the Nasdaq National Market, or such other exchange on which
               SPSS's common stock may from time to time be trading;

         -     in privately negotiated transactions or otherwise;

         -     at fixed prices that may be changed;

         -     at market prices prevailing at the time of sale;

         -     at prices related to such market prices or at prices otherwise
               negotiated;

         -     block trades in which the broker or dealer will attempt to sell
               the shares as agent but may position and resell a portion of the
               block as principal to facilitate the transaction;

         -     purchases by a broker or dealer as principal;

         -     an exchange distribution in accordance with the rules of such
               exchange;

         -     ordinary brokerage transactions and transactions in which the
               broker solicits purchasers;

         -     short sales; or

         -     a combination of any of the above methods of sale.

The selling stockholders will act independently of us in making decisions with
respect to the timing, manner and size of each sale.

         This reoffer prospectus also may be used, with our consent, by donees
of the shares of common stock under circumstances requiring or making desirable
its use. To the extent required, we will file, during any period in which offers
or sales are being made, one or more supplements to this reoffer prospectus to
set forth the names of donees of the selling stockholders and any other material
information with respect to the plan of distribution not previously disclosed.

         In the event one or more broker-dealers or agents agree to sell the
shares, they may do so by purchasing the shares as principals or by selling the
shares as agents for the selling stockholders. Any broker-dealer that does this
may receive compensation in the form of discounts, concessions or commissions
from the selling stockholders or the purchasers of the shares for which the
broker-dealer may act as agent or to whom they sell as principal, or both, which
compensation is not expected to exceed those customary in the types of
transactions involved. Any broker-dealers or agents that participate with the
selling stockholders in sales of the shares may be considered to be
"underwriters" within the meaning of the Securities Act in connection with sales
in which they participate. If any broker-dealers or agents are considered to be
"underwriters," then any commissions they receive and any profit on the resale
of the shares purchased by them may be considered to be underwriting



                                       15
<PAGE>

commissions or discounts under the Securities Act. To our knowledge, the selling
stockholders have not entered into any agreement, arrangement or understanding
with a particular broker-dealer or market maker with respect to the shares
offered hereby, nor do we know the identity of any brokers or market makers that
will participate in the offering. In managing the selling stockholders'
investment in us, the selling stockholders could employ various methods
involving loans or pledges of the shares covered by this reoffer prospectus.

         Under applicable rules and regulations under the Securities Exchange
Act of 1934, any person engaged in a distribution of shares may not
simultaneously engage in market-making activities with respect to our common
stock for the applicable period under Regulation M of the Exchange Act before
the commencement of the distribution. In addition, the selling stockholders will
be subject to the applicable provisions of the Exchange Act and the related
rules and regulations, including Regulation M. These provisions may limit the
timing of purchases and sales of any of the shares by the selling stockholders
or any other person that may affect the marketability of the shares.

         We will pay substantially all of the expenses incident to this offering
of the shares by the selling stockholders to the public other than commissions,
concessions and discounts of brokers, dealers or other agents.

                                  LEGAL MATTERS

         The legality of the shares of our common stock being offered by means
of this reoffer prospectus has been passed on for SPSS by Ross & Hardies,
Chicago, Illinois.

                                     EXPERTS

         The consolidated financial statements and financial statement schedule
of SPSS as of December 31, 2001 and 2000, and for each of the years in the
three-year period ended December 31, 2001, have been incorporated by reference
in reliance upon the report of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.



                                       16
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.      Incorporation of Certain Documents by Reference

         The SEC allows us to "incorporate by reference" the information that we
file with it, which means that we can disclose important information to you by
referring to those documents. As a result, you may need to review other
documents filed by SPSS with the SEC to obtain more information. The information
contained in the documents we incorporate by reference is considered a part of
this reoffer prospectus. Additionally, because information concerning SPSS,
whether contained in this reoffer prospectus or in a document incorporated by
reference, will be amended or superseded by more current information contained
in later filed documents, the information that we file with the SEC after the
date of this reoffer prospectus will update and supersede older information
contained in, or incorporated by reference into, this reoffer prospectus.

         SPSS hereby incorporates by reference the following documents
previously filed with the SEC:

             (a) Our annual report on Form 10-K/A, filed April 24, 2002 for
the fiscal year ended December 31, 2001;

             (b) Our annual report on Form 10-K, filed April 1, 2002 for the
fiscal year ended December 31, 2001;

             (c) Our current report on Form 8-K/A (Amendment No. 3) filed with
the SEC on April 23, 2002, except for the audited financial statements of
LexiQuest S.A. which were included in the Form 8-K/A solely for the purpose of
generating the pro forma combined audited financial statements included therein;

             (d) Our current report on Form 8-K/A (Amendment No. 2) filed with
the SEC on April 22, 2002;

             (e) Our current report on Form 8-K/A (Amendment No. 1) filed with
the SEC on February 27, 2002;

             (f) Our current report on Form 8-K filed with the SEC on February
21, 2002; and

             (g) The description of our common stock contained in our
registration statement on Form 8-A filed with the SEC on August 4, 1993 pursuant
to Section 12 of the Exchange Act.

Item 4.      Description of Securities

                 Not applicable.




                                      II-1
<PAGE>

Item 5.      Interests of Named Experts and Counsel

                 Not applicable.

Item 6.      Indemnification of Officers and Directors

      SPSS's Certificate of Incorporation provides for indemnification to the
full extent permitted by the laws of the State of Delaware against and with
respect to threatened, pending or completed actions, suits or proceedings
arising from or alleged to arise from, a party's actions or omissions as a
director, officer, employee or agent of SPSS or of any other corporation,
partnership, joint venture, trust or other enterprise which has served in such
capacity at the request of SPSS if the acts or omissions occurred, or were or
are alleged to have occurred, while said party was a director or officer of
SPSS; provided, however, SPSS shall not indemnify any director or officer in an
action against SPSS unless SPSS shall have consented to the action. Generally,
under Delaware law, indemnification will only be available where an officer or
director can establish that he/she acted in good faith and in a manner which was
reasonably believed to be in or not opposed to the best interests of SPSS.

      Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made a party to
an action by reason of the fact that the person was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation, against expenses actually incurred by the person in connection with
the action if the person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interest of the
corporation with respect to any criminal action, and had no reasonable cause to
believe his conduct was unlawful. Delaware law does not permit a corporation to
eliminate a director's duty of due care, and the provisions of SPSS's
Certificate of Incorporation have no effect on the availability of equitable
remedies such as injunction or rescission, based upon a director's breach of the
duty of care.

      SPSS maintains a director's and officer's liability insurance policy which
indemnifies directors and officers for specified losses arising from a claim by
reason of a wrongful act, as defined, under certain circumstances where SPSS
does not provide indemnification.

      Under the applicable provisions of the Delaware General Corporation Law,
any indemnification described above shall be made by the corporation only as
authorized in the specific case upon a determination that the indemnification of
the director, officer, employee or agent is proper in the circumstances because
he or she has met the applicable standard of conduct. Such determination shall
be made:

             (1)    By the Board of Directors by a majority vote of a quorum
      consisting of directors who are not parties to such action, suit or
      proceeding; or

             (2)    If such a quorum is not obtainable or, even if obtainable,
      a quorum of disinterested directors so directs, by independent legal
      counsel in a written opinion; or



                                      II-2
<PAGE>

             (3)    By the affirmative vote of a majority of the shares entitled
      to vote thereon.

Item 7.      Exemption from Registration Claimed.

                    Not applicable.

Item 8.      Exhibits.

<TABLE>
<CAPTION>
   Exhibit                                                                                 Incorporation
   Number    Description                                                                    by Reference
   ------    -----------                                                                    ------------
<S>          <C>                                                                           <C>
     4.1     1999 Employee Equity Incentive Plan                                           (1), Ex. 4.1
     5.1     Opinion of Ross & Hardies regarding legality of shares of Common
             Stock.
    23.1     Consent of KPMG LLP.
    23.2     Consent of Ross & Hardies (contained in opinion filed as Exhibit 5.1).
    24.1     Power of Attorney.                                                            (2)
(1)    Previously filed with SPSS Inc.'s Form S-8, filed September 15, 2000.
       (File No. 333-45900)
(2)    Power of attorney is contained within the signature page.
</TABLE>

Item 9.      Undertakings.


   (a)       The undersigned registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

             To include any material information with respect to the plan
      of distribution not previously disclosed in this Registration Statement or
      any material change to such information in the Registration Statement.

             (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

             (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration



                                      II-3
<PAGE>

statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (b)    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.








                                      II-4
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on May 1, 2002.


                                       SPSS Inc.

                                       By:           /s/ Jack Noonan
                                           -------------------------------------
                                           Jack Noonan
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and appoints
Jack Noonan and Edward Hamburg, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in furtherance of the
foregoing, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 1, 2002.


<TABLE>
<CAPTION>
Signature                                                 Title(s)
---------                                                 --------
<S>                                        <C>
     /s/ Norman H. Nie                     Chairman of the Board
----------------------------------
Norman H. Nie

     /s/ Jack Noonan                       President, Chief Executive Officer and Director
----------------------------------
Jack Noonan

     /s/ Edward Hamburg                    Executive Vice President, Corporate Operations,
----------------------------------           Chief Financial Officer and Secretary
Edward Hamburg

     /s/ Robert Brinkmann                  Controller and Assistant Secretary
----------------------------------
Robert Brinkmann
</TABLE>



                                      II-5
<PAGE>

<TABLE>
<S>                                        <C>

     /s/ Michael Blair                     Director
----------------------------------
Michael Blair

     /s/ Bernard Goldstein                 Director
----------------------------------
Bernard Goldstein

     /s/ Merritt Lutz                      Director
----------------------------------
Merritt Lutz

     /s/ Promod Haque                      Director
----------------------------------
Promod Haque

     /s/ William Binch                     Director
----------------------------------
William Binch

     /s/ Kenneth Holec                     Director
----------------------------------
Kenneth Holec

</TABLE>





                                      II-6
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                               EXHIBITS FILED WITH

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933



                                    SPSS INC.









<PAGE>


                                    SPSS INC.

                                  EXHIBIT INDEX







 Exhibit
   No.      Description
 -------    -----------

   5.1      Opinion of Ross & Hardies regarding legality of shares of Common
            Stock.
  23.1      Consent of KPMG LLP.
  23.2      Consent of Ross & Hardies (contained in opinion filed as
            Exhibit 5.1).
  24.1      Power of Attorney (contained within the signature page to the
            Registration Statement on Form S-8).
[{"type": "S-8", "sequence": "1", "filename": "c69131s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 70891}]
{"company-data": {"conformed-name": "SPSS INC", "cik": "0000869570", "assigned-sic": "7372", "irs-number": "362815480", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87374", "film-number": "02630223"}, "business-address": {"street1": "233 S WACKER DR", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3123292400"}, "mail-address": {"street1": "233 SOUTH WACKER DRIVE", "city": "CHICAGO", "state": "IL", "zip": "60606"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 2002
                                                      REGISTRATION NO. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

             ------------------------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                    SPSS INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                           36-2815480
--------------------------------                        -----------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                             233 SOUTH WACKER DRIVE
                             CHICAGO, ILLINOIS 60606
                                 (312) 651-3000
    ------------------------------------------------------------------------
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                       1999 EMPLOYEE EQUITY INCENTIVE PLAN

                                 EDWARD HAMBURG
                 EXECUTIVE VICE PRESIDENT, CORPORATE OPERATIONS,
                      CHIEF FINANCIAL OFFICER AND SECRETARY
                                    SPSS Inc.
                             233 South Wacker Drive
                             Chicago, Illinois 60606
                                 (312) 651-3000
            --------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Lawrence R. Samuels, Esq.
                               David S. Guin, Esq.
                                 Ross & Hardies
                            150 North Michigan Avenue
                             Chicago, Illinois 60601
                                 (312) 558-1000

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================================
                                                                      Proposed
                                                Amount                 maximum             Proposed             Amount of
               Title of                         to be              offering price          aggregate          registration
      Securities to be registered            registered(1)           per share(2)       offering price(3)          fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value                   500,000                 $17.29              $8,645,000             $795.34
===============================================================================================================================
(1) The securities being registered include a maximum of 500,000 shares
issuable upon the exercise of options under the 1999 Employee Equity Incentive
Plan assuming full participation of employees under that plan.

    (2) Solely for the purpose of calculating the registration fee, the offering
price per share, the aggregate offering price and the amount of the registration
fee have been computed in accordance with Rule 457(c) under the Securities Act
of 1933, as amended. Accordingly, the price per share of common stock has been
calculated to be equal to the average of the high and low prices for a share of
common stock as reported by the Nasdaq National Market on April 26, 2002, which
is a specified date within five business days prior to the original date of
filing of this Registration Statement.

    (3) Solely for the purpose of calculating the registration fee, the proposed
aggregate offering price has been estimated in accordance with Rule 457(h)
promulgated under the Securities Act.
EXPLANATORY NOTE

This registration statement registers:

     -    Shares of common stock that may be issued (when and if vested) under
          the 1999 Employee Equity Incentive Plan (we refer to it as the "1999
          Plan");

     -    Certain resales of shares of common stock that may be issued (when and
          if vested) under the 1999 Plan.

         This registration statement contains two parts. The first part contains
a reoffer prospectus prepared in accordance with Part I of Form S-3 pursuant to
General Instruction C to Form S-8. The reoffer prospectus may be used for
reoffers or resales of the shares that have been acquired by the selling
stockholders. The second part ("Part II") contains information required in the
registration statement under Part II of Form S-8.

         The information specified by Part I of Form S-8 is not being filed with
the Securities and Exchange Commission as permitted by the Note in Part I of
Form S-8. This information will be sent or given to the participants in the 1999
Plan as specified by Rule 428 under the Securities Act.
REOFFER PROSPECTUS

                                    SPSS INC.

                                  Common Stock

--------------------------------------------------------------------------------

         This reoffer prospectus relates to an offering of shares of SPSS common
stock, which may be issued to certain selling stockholders upon the exercise of
stock options granted under SPSS's 1999 Employee Equity Incentive Plan (we refer
to it as the "1999 Plan").

         The common stock being registered may be offered for the account of the
stockholders who may from time to time be identified under the section heading
"SELLING STOCKHOLDERS" in a supplement to this reoffer prospectus. The selling
stockholders will receive all of the proceeds from any sales of the shares of
our common stock offered under this reoffer prospectus. Although SPSS will not
receive any proceeds from the selling stockholders' sale of shares of our common
stock offered under this reoffer prospectus, we will receive proceeds from any
cash exercises of the options by the selling stockholders under the 1999 Plan.
All proceeds received as a result of the exercise of those options will be used
as working capital for our operations.

         The shares of our common stock issued to the selling stockholders are
being registered to permit the selling stockholders to sell the shares from time
to time in the public market. The selling stockholders may sell the shares of
common stock on the NASDAQ National Market, in negotiated transactions, or
through a combination of these methods, at prevailing market prices or at
privately negotiated prices either directly or through agents or broker dealers,
or through any other means described in the section "PLAN OF DISTRIBUTION"
beginning on Page 15.

         Our common stock is quoted on the Nasdaq National Market under the
symbol "SPSS". On April 26, 2002, the last reported sale price of our common
stock on the Nasdaq National Market was $17.00 per share. Our address is 233
South Wacker Drive, Chicago, Illinois 60606 and our phone number is (312)
651-3000.

         The shares offered by means of this reoffer prospectus involve a high
degree of risk. You should purchase shares only if you can afford a loss of all
or a portion of your investment. See "RISK FACTORS" beginning on Page 6.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE COMMON STOCK TO WHICH THIS REOFFER
PROSPECTUS RELATES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS REOFFER
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

              The date of this reoffer prospectus is May l, 2002.
TABLE OF CONTENTS

                                                                         Page
                                                                         ----

WHERE YOU CAN FIND MORE INFORMATION........................................1

INFORMATION INCORPORATED BY REFERENCE......................................2

SPSS INC...................................................................4

FORWARD-LOOKING STATEMENTS.................................................5

RISK FACTORS...............................................................6

USE OF PROCEEDS...........................................................14

SELLING STOCKHOLDERS......................................................14

PLAN OF DISTRIBUTION......................................................15

LEGAL MATTERS.............................................................16

EXPERTS...................................................................16

                       WHERE YOU CAN FIND MORE INFORMATION

         We have filed a registration statement on Form S-8 with the SEC under
the Securities Act of 1933 to allow the selling stockholders to resell the
common stock offered by means of this reoffer prospectus. This reoffer
prospectus, which is a part of the registration statement, does not contain all
of the information identified in the registration statement. For further
information about us and the common stock offered by means of this reoffer
prospectus, we refer you to the registration statement and the exhibits filed as
a part of the registration statement. Statements contained in this reoffer
prospectus as to the contents of any contract or other document filed as an
exhibit to the registration statement are not necessarily complete. If a
contract or document has been filed as an exhibit to the registration statement,
we refer you to the copy of the contract or document that has been filed.

         SPSS is subject to the information and periodic reporting requirements
of the Securities Exchange Act of 1934. In accordance with those requirements,
we file annual, quarterly and special reports, proxy statements and other
information with the SEC. You can read and copy any document we file at the
SEC's public reference rooms at the following location:

                                Judiciary Plaza
                                450 Fifth Street, N.W.
                                Room 1024
                                Washington, D.C., 20549

                                       1
You can request copies of these documents upon payment of a duplicating
fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference rooms and the procedure for
obtaining copies. The documents that SPSS files with the SEC, including the
registration statement, are also available to you on the SEC's web site. You can
log onto the SEC's web site at http://www.sec.gov.

                      INFORMATION INCORPORATED BY REFERENCE

         The SEC allows us to "incorporate by reference" the information that we
file with it, which means that we can disclose important information to you by
referring to those documents. As a result, you may need to review other
documents filed by SPSS with the SEC to obtain more information. Information is
incorporated into this reoffer prospectus in two ways. First, if information is
contained in a document that SPSS filed with the SEC before the date of this
reoffer prospectus, the document is specifically identified below. Second, all
of the information provided in a periodic or other report or proxy statement
filed by SPSS with the SEC after the date of this reoffer prospectus is
incorporated by reference.

         The information contained in the documents we incorporate by reference
is considered a part of this reoffer prospectus. Additionally, because
information concerning SPSS, whether contained in this reoffer prospectus or in
a document incorporated by reference, will be amended or superseded by more
current information contained in later filed documents, the information that we
file with the SEC after the date of this reoffer prospectus will update and
supersede older information contained in, or incorporated by reference into,
this reoffer prospectus.

         We incorporate by reference into this reoffer prospectus all the
documents listed below:

         -     The annual report of SPSS Inc. on Form 10-K/A (Amendment No. 1)
               filed with the SEC on April 24, 2002 for the fiscal year ended
               December 31, 2001;

         -     The annual report of SPSS Inc. on Form 10-K filed with the SEC on
               April 1, 2002 for the fiscal year ended December 31, 2001;

         -     The current report of SPSS Inc. on Form 8-K/A (Amendment No. 3)
               filed with the SEC on April 23, 2002, except for the audited
               financial statements of LexiQuest S.A. which were included in the
               Form 8-K/A solely for the purpose of generating the pro forma
               combined audited financial statements included therein;

         -     The current report of SPSS Inc. on Form 8-K/A (Amendment No. 2)
               filed with the SEC on April 22, 2002;

         -     The current report of SPSS Inc. on Form 8-K/A (Amendment No. 1)
               filed with the SEC on February 27, 2002;

         -     The current report of SPSS Inc. on Form 8-K filed with the SEC on
               February 21, 2002; and

         -     The description of the common stock of SPSS Inc. contained in its
               registration statement filed with the SEC on a Form 8-A dated
               August 4, 1993 pursuant to Section 12 of the Securities Exchange
               Act of 1934.

                                       2
In addition to the documents listed above, SPSS incorporates by
reference into this reoffer prospectus all documents filed by SPSS with the SEC
under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of this reoffer prospectus and until all of the common stock
being offered by means of this reoffer prospectus have been sold by the selling
stockholders or the registration statement which SPSS has filed with the SEC
relating to the common stock ceases to be effective.

         We will deliver a free copy of any document incorporated by reference
into this reoffer prospectus but not delivered with this reoffer prospectus to
anyone who receives this reoffer prospectus. Exhibits filed with the documents
that are incorporated by reference into this reoffer prospectus will be
delivered only if the exhibits have been specifically incorporated by reference.
Requests for any of these documents may be made in writing or orally and should
be directed to: Chief Financial Officer, SPSS Inc., 233 South Wacker Drive,
Chicago, Illinois 60606, (312) 651-3000.

         SPSS has not authorized any dealer, salesman or any other person to
give any information or to make any representations not contained in this
reoffer prospectus. As a result, any information or representation not contained
herein must not be relied upon as having been authorized by SPSS. Neither SPSS
nor the selling stockholders are making an offer of the common stock in any
state where the offer is not permitted. You should not assume that the
information in this reoffer prospectus is accurate as of any date other than the
date on the front of this document.

                                       3
SPSS INC.

         SPSS Inc. was incorporated in Illinois in 1975 under the name SPSS,
Inc. and was reincorporated in Delaware in May 1993 under the name "SPSS Inc."
SPSS is a multinational computer software company providing technology that
transforms data into insight through the use of predictive analytics and other
data mining techniques. The company's solutions and products enable
organizations to improve decision-making by learning from the past,
understanding the present, as well as anticipating future problems and
opportunities. Approximately two-thirds of the company's customers are
commercial firms, many of which use SPSS technology to better target their
marketing and sales programs, including:

         -     Attracting new customers more efficiently;

         -     Increasing sales to existing customers by improving
               cross-selling, up-selling, and retention;

         -     Forecasting and monitoring results, like sales performance;

         -     Facilitating more effective electronic commerce; and

         -     Better allocating scarce resources across marketing programs.

         Among its customers in the public sector, SPSS's offerings are
primarily used to improve interactions between government agencies and their
constituents as well as detect fraud and other forms of non-compliance. SPSS
products are often a standard at colleges and universities throughout the world
as tools for academic research and the teaching of data analysis techniques.

         SPSS technology offers:

         -     A wide array of data access and data management capabilities;

         -     An extensive range of advanced data analytical techniques for use
               in what is known as "data mining" in many contemporary business
               settings; and

         -     Various capabilities for the delivery of the results of analyses
               to executives and managers in organizations, the integration of
               these results into databases and operational systems like
               call-center software and sales force automation programs, as well
               as the use of these results by automated decision-making systems
               operating on the Web.

         SPSS's major offerings include:

         -     CustomerCentric, the SPSS branded analytical solution
               specifically for customer relationship management (aCRM)
               applications, particularly in the retail, telecommunications and
               financial services industries. CustomerCentric now also includes
               NetGenesis, a suite of software applications that collects and
               stores web site and e-customer data, integrates offline customer
               information and enables businesses to analyze this information to
               improve their ability to market, sell support products, services
               and content online.

                                       4
-     The SPSS and Clementine product lines for general data mining and
               data analysis across a range of industries;

         -     The MR Dimensions solution and Quantime product line for use by
               professional market research firms;

         -     The Strategy product line for a broad range of data analysis
               applications on IBM I-Series (AS/400) computing systems; and

         -     SPSS MR Online, a unique one-stop shop where market researchers
               can get both the tools and the sample (online survey respondents)
               they need to conduct effective on-line customer market research.

         In its 27 years of operation, SPSS has become a widely recognized name
in analytical technology. SPSS is continuing to leverage this leadership
position to take advantage of the increased demand for software and services
that enable organizations to systematically analyze and present data for use in
decision-making. This increased demand is particularly apparent in decisions
related to developing programs for attracting or retaining customers, as well as
forecasting and monitoring the results of these programs. SPSS's management
believes that growth in the availability of data about, and competition for,
customers has substantially expanded the market for its analytical solutions and
products. Further contributing to this increased market potential are new
developments in SPSS technology that more effectively process large volumes of
data as well as distribute analytical results in real-time to decision makers
and web-based decision-making systems. SPSS also recently introduced offerings
that enable its technology to be integrated into analytical applications
developed and marketed by other independent software vendors, opening additional
channels of distribution for SPSS.

         In August 1993, SPSS completed an initial public offering of common
stock, $0.01 par value. The common stock is listed on the NASDAQ National Market
under the symbol SPSS. In early 1995, SPSS and some stockholders sold 1,865,203
shares of common stock in a public offering.

                           FORWARD-LOOKING STATEMENTS

         The following is a "safe harbor" statement under the Private Securities
Litigation Reform Act of 1995. This reoffer prospectus contains forward-looking
statements within the meaning of section 27A of the Securities Act of 1933 and
section 21E of the Securities Exchange Act of 1934. We may also make written
forward-looking statements in our periodic reports to the SEC, in our press
releases and other written materials and in oral statements made by our
officers, directors or employees to third parties. Statements that are not
historical facts, including statements about our beliefs and expectations, are
forward-looking statements. These statements are based on the beliefs and
assumptions of our management and on information currently available to us.
Forward-looking statements include statements preceded by, followed by or that
include the words "believes", "expects", "anticipates", "intends", "plans",
"estimates", "designed" "may", "could", "predicts" or similar expressions.

         Because we are unable to control or predict many factors that will
determine our future performance including financial results, forward-looking
statements are not guarantees of future performance. They involve risks,
uncertainties and assumptions. Our future results may differ materially from
those expressed in the forward-looking statements contained in this reoffer
prospectus

                                       5
and in the information incorporated by reference in this reoffer prospectus. See
"WHERE YOU CAN FIND MORE INFORMATION." We caution you that a number of important
factors could cause actual results to differ materially from those contained in
any forward-looking statement. Specific factors that might cause these
differences are discussed throughout this reoffer prospectus, including the
section entitled "RISK FACTORS."

         SPSS's management believes these forward-looking statements are
reasonable. However, because these statements are based on current expectations,
you should not place undue reliance on these forward-looking statements.
Forward-looking statements speak only as of the date they are made, and we
undertake no obligation to update publicly any of them in light of new
information or future events.

                                  RISK FACTORS

         You should carefully consider the risks described below before making
an investment decision. The risks and uncertainties described below are not the
only ones facing our company. Additionally risks and uncertainties not presently
known to us or that we currently believe are immaterial may also impair our
business operations. If any of the following risks actually occur, our business,
financial condition or results of operations could be materially adversely
affected, the trading price of our common stock could decline, and you could
lose all or part of your investment.

                    OUR FINANCIAL RESULTS AND STOCK PRICE MAY
                      BE AFFECTED BY QUARTERLY FLUCTUATIONS

         SPSS's quarterly revenue and operating results have varied in the past
and may continue to do so in the future. Future revenues and operating results
will depend upon, among other factors:

         -     the number and timing of product updates and new product
               introductions;

         -     delays in product development and introduction;

         -     purchasing schedules of its customers;

         -     changes in foreign currency exchange rates;

         -     product and market development expenditures;

         -     the timing of product shipments;

         -     changes in product mix;

         -     timing, costs and effects of acquisitions; and

         -     general economic conditions.

         Because SPSS's expense levels are to a large extent based on its
forecasts of future revenues, operating results may be adversely affected if our
future revenues fall below expectations. Accordingly, SPSS believes that
quarter-to-quarter comparisons of its results of operations may not be
meaningful and should not be relied upon as an indication of future performance.

                                       6
SPSS has historically operated with very little backlog because its
products are generally shipped as orders are received. As a result, revenues in
any quarter are dependent on orders shipped and licenses renewed in that
quarter. SPSS has experienced a seasonal pattern in its operating results with
the fourth quarter typically having the highest operating income. For example,
excluding merger and other non-recurring charges and the deferred revenue
adjustment in 2000, the percentage of SPSS operating income realized in the
fourth quarter was 39% in 1999, 34% in 2000 and 39% in 2001. We can provide no
assurance that our operating income realized in any given fourth quarter will
remain at historically high percentage levels, which could adversely affect
revenues for an entire fiscal year.

         In addition, the timing and amount of SPSS's revenues may be affected
by a number of factors that make estimation of operating results before the end
of a quarter uncertain. A significant portion of SPSS's operating expenses are
relatively fixed, and planned expenditures are based primarily on revenue
forecasts. More specifically, in the fourth quarter, the variable profit margins
on modest increases in sales volume at the end of the quarter are significant.
Should SPSS fail to achieve these fourth quarter revenue increases, net income
for the fourth quarter and the full year could be materially affected.
Generally, if revenues do not meet SPSS's expectations in any given quarter,
operating results will be adversely affected. SPSS was profitable in the ten
quarters from December 31, 1994 through June 30, 1997, but had a net loss of
$4,196,000 in the third quarter of 1997 due primarily to one-time acquisition
charges of $2,911,000 and a charge from the revaluation of specified assets of
$5,555,000. In 1998, SPSS was profitable in the first three quarters, but had a
net loss of $1,355,000 in the fourth quarter of 1998 primarily due to a one-time
merger-related charge and write-off of acquired in-process technology of
$5,500,000 and a charge for revaluation of specified assets of $445,000. In
1999, SPSS was profitable in all four quarters. In 2000, SPSS had a net loss of
$3,776,000 primarily due to the negative effects of deferring revenues in
accordance with AICPA Technical Practice Aids regarding software revenue
recognition. This application resulted in a $16,975,000 reduction in net
revenues. In 2001, SPSS had a net loss of $21,232,000 primarily due to special
general and administrative charges of $14,736,000, merger-related charges of
$10,139,000 and write-off of in-process technology of $2,288,000. There can be
no assurance that profitability on a quarterly or annual basis can be achieved
or sustained in the future.

                     SPSS MAY BE UNSUCCESSFUL IN INTEGRATING
                               RECENT ACQUISITIONS

         In recent years, SPSS has made a significant number of acquisitions,
including the acquisition of businesses based outside of the United States. SPSS
faces challenges and business integration issues with its March 2001 merger of
one of SPSS's wholly-owned subsidiaries with and into ShowCase Corporation, a
Minnesota corporation, the October 2001 purchase of specified assets of and
strategic alliance with America Online, Inc., its December 2001 merger of one of
SPSS's wholly-owned subsidiaries with and into NetGenesis Corp., a Delaware
corporation, and its February 2002 acquisition of all of the outstanding shares
of capital stock of LexiQuest, S.A., a corporation organized under the laws of
France. If SPSS loses key personnel from ShowCase, NetGenesis or LexiQuest or in
connection with the AOL strategic alliance or is unable to integrate ShowCase's,
NetGenesis's or LexiQuest's business or technology or the assets acquired in
connection with the AOL strategic alliance into its own effectively, SPSS may
experience a material adverse impact on its financial condition. There can be no
assurance that the recent acquisitions of ShowCase, NetGenesis or LexiQuest or
the AOL assets or future acquisitions will be successfully integrated into SPSS.

                                       7
SPSS MAY NOT RESPOND ADEQUATELY TO
                           RAPID TECHNOLOGICAL CHANGES

         The computer software industry is characterized by rapid technological
advances, changes in customer requirements, as well as frequent enhancements to
and introductions of technologies. SPSS's future success will depend upon its
ability to enhance its existing software and introduce new software products
that keep pace with technological developments, respond to evolving customer
requirements and achieve market acceptance. In particular, SPSS believes it must
continue to respond quickly to users' needs for greater functionality, improved
usability and support for new hardware and operating systems. Any failure by
SPSS to respond adequately to technological developments and customer
requirements, or any significant delays in software development or introduction,
could result in loss of revenues.

         In the past, SPSS has, on occasion, experienced delays in the
introduction of new software and enhancements to existing technology, primarily
due to difficulties with particular operating environments and problems with
software provided by third parties. The extent of these delays has varied
depending upon the size and scope of the project and the nature of the problems
encountered. These delays have most often resulted from "bugs" encountered in
working with new versions of operating systems and other third party software,
and bugs or unexpected difficulties in existing third party software which
complicate integration with SPSS's software. From time to time, SPSS has
discovered bugs in its software that are resolved through maintenance releases
or through periodic updates depending upon the seriousness of the defect. There
can be no assurance that SPSS will be successful in developing and marketing new
software or enhancements to existing technology on a timely basis or that SPSS
will not experience significant delays or defects in its software in the future,
which could have a material adverse effect on SPSS. In addition, there can be no
assurance that new software or enhancements to existing technology developed by
SPSS will achieve market acceptance or that developments by others will not
render SPSS's technologies obsolete or noncompetitive.

                     SPSS MAY FACE BUSINESS DECLINES DUE TO
                          OUR INTERNATIONAL OPERATIONS

         Revenues from operations outside of North America accounted for
approximately 46% of SPSS's revenues in 1999, 43% of SPSS's revenues in 2000,
and 50% of SPSS's revenues in 2001. SPSS expects that revenues from
international operations will continue to represent a large percentage of its
net revenues and that this percentage may increase, particularly as SPSS further
"localizes" products by translating them into additional languages and expands
its operations through acquisitions of companies outside the United States. A
number of risk factors may affect our international revenues, including:

         -     greater difficulties in accounts receivable collection;

         -     longer payment cycles;

         -     exposure to currency fluctuations;

         -     financial, tax and accounting impact of the European Union's
               adoption of the Euro as legal currency;

                                       8
-     political and economic instability; and

         -     the burdens of complying with a wide variety of foreign laws and
               regulatory requirements.

         SPSS also believes that it is exposed to greater levels of software
piracy in international markets because of the weaker protection afforded to
intellectual property in some foreign jurisdictions. As SPSS expands its
international operations, the risks described above could increase and, in any
event, could have a material adverse effect on SPSS.

                  SPSS'S STOCK PRICE MAY EXPERIENCE VOLATILITY

         There has been significant volatility in the market prices of
securities of technology companies, including SPSS, and, in some instances, this
volatility has been unrelated to the operating performance of those companies.
Market fluctuations may adversely affect the price of our common stock. SPSS
also believes that, in addition to factors such as interest rates and economic
conditions which affect stock prices generally, some, but not all, of the
factors which could result in fluctuations in our stock price include:

         -     announcements of new products by SPSS or its competitors;

         -     quarterly variations in financial results;

         -     recommendations and reports of analysts;

         -     acquisitions; and

         -     other factors beyond SPSS's control.

                SPSS RELIES ON THIRD PARTIES FOR CERTAIN SOFTWARE

         SPSS licenses software from third parties. Some of this licensed
software is embedded in SPSS's products, and some is offered as add-on products.
If these licenses are discontinued, or become invalid or unenforceable, there
can be no assurance that SPSS will be able to develop substitutes for this
software independently or to obtain alternative sources in a timely manner. Any
delays in obtaining or developing substitutes for licensed software could have a
material adverse effect on SPSS.

             SPSS RELIES ON THIRD PARTIES FOR SOFTWARE DISTRIBUTION

         In January 1997, SPSS entered into a Banta Global Turnkey Software
Distribution Agreement under which Banta Global Turnkey manufactures, packages
and distributes SPSS's software products to SPSS's domestic and international
customers and various international subsidiaries. The Banta agreement had an
initial three-year term and automatically renews thereafter for successive
periods of one year. The Banta agreement was renewed in January 2002. Either
party may terminate the Banta agreement for cause by written notice if the other
materially breaches its obligations. If Banta fails to perform adequately any of
its obligations under the Banta agreement, SPSS's operating results could be
materially adversely affected.

                                       9
CHANGES IN PUBLIC EXPENDITURES
                            MAY ADVERSELY AFFECT SPSS

         A significant portion of SPSS's revenues comes from licenses of its
software directly to foreign and domestic government entities. In addition,
significant amounts of SPSS's revenues come from licenses to academic
institutions, healthcare organizations and private businesses that contract with
or are funded by government entities. Government appropriations processes are
often slow and unpredictable and may be affected by factors outside SPSS's
control. In addition, proposals are currently being made in various countries to
reduce government spending. Reductions in government expenditures and
termination or renegotiation of government-funded programs or contracts could
have a material adverse effect on SPSS. In addition, declines in overall levels
of economic activity could also have a material adverse impact on SPSS.

                 SPSS MAY BE UNABLE TO CONTINUE TO COMPETE WITH
                 COMPANIES IN ITS INDUSTRIES THAT HAVE FINANCIAL
                               OR OTHER ADVANTAGES

         SPSS's historical market for statistical software is both highly
competitive and fragmented. SPSS is among the largest companies in the
statistical software market, and, based upon sales and comparative assessments
in trade publications, SPSS believes that it competes effectively against its
competitors, particularly on desktop computing platforms. SPSS considers its
primary worldwide competitor to be the larger and better-financed SAS Institute,
although SPSS believes that SAS's revenues are derived principally from products
for purposes other than statistical analysis that operate primarily on large
computing platforms. StatSoft Inc. and Minitab, Inc. are also competitors,
although their annual revenues from statistical products are believed to be
considerably less than the revenues of SPSS. In addition to competition from
other statistical software companies, SPSS also faces competition from providers
of software for specific statistical applications.

         In the data mining, customer relationship management and business
performance measurement markets, SPSS faces competition from many larger and
more well-funded companies. These include SAS, IBM, HNC Corporation, NCR,
Oracle, and others, and recent entrants, like Broadbase, E.piphany and
NetPerceptions, many of which specialize in customer relationship management in
e-commerce settings. With the exception of SAS, these competitors do not
currently offer the range of analytical capability SPSS offers, and as a result
are both competitors and potential partners for SPSS technology.

         In all markets, SPSS competes primarily on the basis of the usability,
functionality, performance, reliability and connectivity of its software. The
significance of each of these factors varies depending upon the anticipated use
of the software and the analytical training and expertise of the customer. To a
lesser extent, SPSS competes on the basis of price and thus maintains pricing
and licensing policies to meet market demand. SPSS believes it is able to
compete successfully because of the highly usable interfaces, comprehensive
analytical capabilities, efficient performance characteristics, local language
versions, consistent quality, and connectivity features of its software, as well
as its worldwide distribution capabilities and widely recognized name.

         In the future, SPSS may face competition from new entrants into its
markets. SPSS could also experience competition from companies in other sectors
of the broader market for business intelligence software, like providers of OLAP
(On-Line Analytical Processing) and analytical application software, as well as
from companies in other sectors of the broader market for customer relationship
management

                                       10
software, like providers of sales force automation and collaborative software,
who could add advanced analytical functionality to their existing products. Some
of these potential competitors have significantly more capital resources,
marketing experience and research and development capabilities than SPSS.
Competitive pressures from the introduction of new solutions and products by
these companies or other companies could have a material adverse effect on SPSS.
There can be no assurance that SPSS will be able to compete successfully in the
future.

                 SPSS DEPENDS ON KEY EXECUTIVES. A LOSS OF THESE
                 EXECUTIVES AND OTHER PERSONNEL COULD NEGATIVELY
                              IMPACT OUR OPERATIONS

         SPSS is dependent on the efforts of various executives and key
employees, including its President and Chief Executive Officer, Jack Noonan.
SPSS's continued success will depend in part on its ability to attract and
retain highly qualified technical, managerial, sales, marketing and other
personnel. Competition for highly qualified personnel is intense. SPSS's
inability to continue to attract or retain highly qualified personnel could have
a material adverse effect on SPSS's financial position and results of operation.
No life insurance policies are maintained on SPSS's key personnel.

                    SPSS MAY NOT RECEIVE THE FULL BENEFITS OF
                      ITS INTELLECTUAL PROPERTY PROTECTIONS

         The analytical algorithms incorporated in SPSS's software are not
proprietary. SPSS believes that the proprietary technology constituting a
portion of its software determines the speed and quality of displaying the
results of computations, the ability of its software to work in conjunction with
third party software, and the ease of use of its software. SPSS's success will
depend, in part, on its ability to protect the proprietary aspects of its
software. SPSS's attempts to protect its proprietary software with trade secret
laws and internal nondisclosure safeguards, as well as copyright and trademark
laws and contractual restrictions on copying, disclosure and transferability
that are incorporated into its software license agreements. SPSS licenses its
software only in the form of executable code, with contractual restrictions on
copying, disclosures and transferability. Except for licenses of its products to
users of large system products and annual licenses of its desktop products, SPSS
licenses its products to end-users by use of a "shrink-wrap" license, as is
customary in the industry. It is uncertain whether these license agreements are
legally enforceable. The source code for all of SPSS's software is protected as
a trade secret and as unpublished copyrighted work. In addition, SPSS has
entered into confidentiality and nondisclosure agreements with its key
employees. Despite these restrictions, the possibility exists for competitors or
users to copy aspects of SPSS products or to obtain information which SPSS
regards as a trade secret. SPSS has no patents, and judicial enforcement of
copyright laws and trade secrets may be uncertain, particularly outside of North
America. Preventing unauthorized use of computer software is difficult, and
software piracy is expected to be a persistent problem for the packaged software
industry. These problems may be particularly acute in international markets. In
addition, the laws of various countries in which SPSS's software is or may be
licensed do not protect SPSS's software and intellectual property rights to the
same extent as the laws of the United States. Despite the precautions taken by
SPSS, it may be possible for unauthorized third parties to reverse engineer or
copy SPSS's products or obtain and use information that SPSS regards as
proprietary. There can be no assurance that the steps taken by SPSS to protect
its proprietary rights will be adequate to prevent misappropriation of its
technology.

                                       11
Although SPSS's software has never been the subject of an infringement
claim, there can be no assurance that third parties will not assert infringement
claims against SPSS in the future or that any infringement assertion will not
result in costly litigation or require SPSS to obtain a license to use the
intellectual property of third parties. There can be no assurance that these
licenses will be available on reasonable terms, or at all. There can also be no
assurance that SPSS's competitors will not independently develop technologies
that are substantially equivalent or superior to SPSS's technologies.

               CERTAIN STOCKHOLDERS AND OFFICERS AND DIRECTORS MAY
                     CONTROL CORPORATE ACTIONS DUE TO THEIR
                             OWNERSHIP OF SPSS STOCK

         SPSS's executive officers and directors beneficially own a significant
percentage of SPSS's outstanding shares of common stock, currently estimated to
be approximately 21%. As a result, the officers and directors may be able to
influence important corporate decisions that require stockholder approval. The
Norman H. Nie Revocable Trust Dated March 15, 1991 (a trust beneficially
controlled by Norman H. Nie, the chairman of our board of directors) and
affiliates of the Norman H. Nie Trust currently own approximately 7% of the
outstanding shares of SPSS common stock. If the Norman H. Nie Trust and
affiliates of the Norman H. Nie Trust own in the aggregate at least 12.5% of the
outstanding shares of SPSS common stock, the Norman H. Nie Trust would be
entitled to nominate a director for inclusion in the management slate for
election to SPSS's Board of Directors.

         Because of the combined voting power of the officers and directors,
these individuals acting as a group may be able to influence SPSS's affairs and
business, including any determination with respect to a change in control of
SPSS, future issuances of SPSS common stock or other securities, declaration of
dividends on SPSS common stock and the election of directors. This influence
could have the effect of delaying, deferring or preventing a change of control
of SPSS which could deprive SPSS's stockholders of the opportunity to sell their
shares of common stock at prices higher than prevailing market prices.

                      ANTI-TAKEOVER PROTECTIONS MAY MAKE IT
                   DIFFICULT FOR A THIRD PARTY TO ACQUIRE SPSS

         SPSS's Certificate of Incorporation and bylaws contain a number of
provisions, including provisions requiring an 80% super-majority stockholder
approval of specified actions and provisions for a classified Board of
Directors, which would make the acquisition of SPSS, by means of an unsolicited
tender offer, a proxy contest or otherwise, more difficult.

         SPSS's bylaws provide for a staggered board of directors so that only
one-third of the total number of directors are replaced or re-elected each year.
Therefore, potential acquirers of SPSS may face delays in replacing the existing
directors.

         SPSS's senior executive officers may be entitled to substantial
payments in the event of their termination without cause or constructive
termination following a change of control of SPSS. These payments could have the
effect of discouraging a potential acquirer from acquiring control of SPSS.

                                       12
SALES OF SPSS STOCK AVAILABLE FOR FUTURE
                      USE COULD DEPRESS SPSS'S STOCK PRICE

         In addition to the shares of common stock which are outstanding, as of
March 15, 2002, there were vested options outstanding held by management to
purchase approximately 1,371,415 additional shares of common stock, with an
average exercise price of $18.71 per share, and unvested options to purchase
approximately 572,935 additional shares of common stock. SPSS has also
established a stock purchase plan available to employees of SPSS, which permits
employees to acquire shares of common stock at the end of each quarter at 85% of
the market price of the common stock as of the day after the end of the quarter.

         No prediction can be made as to the effect, if any, that future sales,
or the availability of shares of SPSS common stock for future sales, will have
on the market price prevailing from time to time. Sales of substantial amounts
of common stock by SPSS or by stockholders who hold "restricted securities," or
the perception that these sales may occur, could adversely affect prevailing
market prices for the common stock.

                                       13
USE OF PROCEEDS

         All of the shares of common stock being offered by means of this
reoffer prospectus will be sold by the selling stockholders, who will receive
all proceeds from any sales. We will, however, receive proceeds from any cash
exercises of the options by the selling stockholders under the 1999 Plan. All
proceeds received as a result of the exercise of those options will be used as
working capital for our operations. In addition, other than the completion and
filing of this registration statement, we will not participate in the reoffering
or sale of the shares of common stock by the selling stockholders.

                              SELLING STOCKHOLDERS

         When an affiliate stockholder notifies SPSS that he or she intends to
sell any shares of common stock issued to him or her upon the exercise of a
stock option granted under the 1999 Plan, we intend to file a supplement to this
reoffer prospectus to identify the name of each selling stockholder and the
number of shares of common stock to be reoffered by that selling stockholder.
Specifically, SPSS will update the following table to identify information with
respect to the beneficial ownership of our common stock by each selling
stockholder immediately before the offering and as adjusted to reflect the sale
of SPSS's shares of common stock under the reoffering. The selling stockholders
identified in any supplement to this reoffer prospectus may from time to time
offer the shares of common stock offered by means of this reoffer prospectus. We
do not know when or in what amounts the selling stockholders may offer shares
for resale and we cannot assure you that the selling stockholders will sell any
or all of the shares offered by means of this reoffer prospectus.
Shares Beneficially                           Shares Beneficially
                          Owned Before the        Number of Shares       Owned After the
                            Offering(1)            Available for            Offering(2)
                            -----------           Reoffer and Sale          -----------
Selling Stockholders     Number   Percentage           Hereby           Number  Percentage
--------------------     ------   ----------           ------           ------  ----------
(1)   SPSS will rely on information provided by the selling
               stockholders to determine the number of shares of our common
               stock which the selling stockholders will own as of a particular
               date before the offering.

         (2)   Assumes the sale of all shares that may be sold in the offering,
               and that no other shares beneficially owned by the selling
               stockholders are sold.

                                       14
PLAN OF DISTRIBUTION

         The selling stockholders may, from time to time, sell all or a portion
of the shares being offered by means of this prospectus by one or more of the
following methods:

         -     on the Nasdaq National Market, or such other exchange on which
               SPSS's common stock may from time to time be trading;

         -     in privately negotiated transactions or otherwise;

         -     at fixed prices that may be changed;

         -     at market prices prevailing at the time of sale;

         -     at prices related to such market prices or at prices otherwise
               negotiated;

         -     block trades in which the broker or dealer will attempt to sell
               the shares as agent but may position and resell a portion of the
               block as principal to facilitate the transaction;

         -     purchases by a broker or dealer as principal;

         -     an exchange distribution in accordance with the rules of such
               exchange;

         -     ordinary brokerage transactions and transactions in which the
               broker solicits purchasers;

         -     short sales; or

         -     a combination of any of the above methods of sale.

The selling stockholders will act independently of us in making decisions with
respect to the timing, manner and size of each sale.

         This reoffer prospectus also may be used, with our consent, by donees
of the shares of common stock under circumstances requiring or making desirable
its use. To the extent required, we will file, during any period in which offers
or sales are being made, one or more supplements to this reoffer prospectus to
set forth the names of donees of the selling stockholders and any other material
information with respect to the plan of distribution not previously disclosed.

         In the event one or more broker-dealers or agents agree to sell the
shares, they may do so by purchasing the shares as principals or by selling the
shares as agents for the selling stockholders. Any broker-dealer that does this
may receive compensation in the form of discounts, concessions or commissions
from the selling stockholders or the purchasers of the shares for which the
broker-dealer may act as agent or to whom they sell as principal, or both, which
compensation is not expected to exceed those customary in the types of
transactions involved. Any broker-dealers or agents that participate with the
selling stockholders in sales of the shares may be considered to be
"underwriters" within the meaning of the Securities Act in connection with sales
in which they participate. If any broker-dealers or agents are considered to be
"underwriters," then any commissions they receive and any profit on the resale
of the shares purchased by them may be considered to be underwriting

                                       15
commissions or discounts under the Securities Act. To our knowledge, the selling
stockholders have not entered into any agreement, arrangement or understanding
with a particular broker-dealer or market maker with respect to the shares
offered hereby, nor do we know the identity of any brokers or market makers that
will participate in the offering. In managing the selling stockholders'
investment in us, the selling stockholders could employ various methods
involving loans or pledges of the shares covered by this reoffer prospectus.

         Under applicable rules and regulations under the Securities Exchange
Act of 1934, any person engaged in a distribution of shares may not
simultaneously engage in market-making activities with respect to our common
stock for the applicable period under Regulation M of the Exchange Act before
the commencement of the distribution. In addition, the selling stockholders will
be subject to the applicable provisions of the Exchange Act and the related
rules and regulations, including Regulation M. These provisions may limit the
timing of purchases and sales of any of the shares by the selling stockholders
or any other person that may affect the marketability of the shares.

         We will pay substantially all of the expenses incident to this offering
of the shares by the selling stockholders to the public other than commissions,
concessions and discounts of brokers, dealers or other agents.

                                  LEGAL MATTERS

         The legality of the shares of our common stock being offered by means
of this reoffer prospectus has been passed on for SPSS by Ross & Hardies,
Chicago, Illinois.

                                     EXPERTS

         The consolidated financial statements and financial statement schedule
of SPSS as of December 31, 2001 and 2000, and for each of the years in the
three-year period ended December 31, 2001, have been incorporated by reference
in reliance upon the report of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.

                                       16
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Certain Documents by Reference

         The SEC allows us to "incorporate by reference" the information that we
file with it, which means that we can disclose important information to you by
referring to those documents. As a result, you may need to review other
documents filed by SPSS with the SEC to obtain more information. The information
contained in the documents we incorporate by reference is considered a part of
this reoffer prospectus. Additionally, because information concerning SPSS,
whether contained in this reoffer prospectus or in a document incorporated by
reference, will be amended or superseded by more current information contained
in later filed documents, the information that we file with the SEC after the
date of this reoffer prospectus will update and supersede older information
contained in, or incorporated by reference into, this reoffer prospectus.

         SPSS hereby incorporates by reference the following documents
previously filed with the SEC:

             (a) Our annual report on Form 10-K/A, filed April 24, 2002 for
the fiscal year ended December 31, 2001;

             (b) Our annual report on Form 10-K, filed April 1, 2002 for the
fiscal year ended December 31, 2001;

             (c) Our current report on Form 8-K/A (Amendment No. 3) filed with
the SEC on April 23, 2002, except for the audited financial statements of
LexiQuest S.A. which were included in the Form 8-K/A solely for the purpose of
generating the pro forma combined audited financial statements included therein;

             (d) Our current report on Form 8-K/A (Amendment No. 2) filed with
the SEC on April 22, 2002;

             (e) Our current report on Form 8-K/A (Amendment No. 1) filed with
the SEC on February 27, 2002;

             (f) Our current report on Form 8-K filed with the SEC on February
21, 2002; and

             (g) The description of our common stock contained in our
registration statement on Form 8-A filed with the SEC on August 4, 1993 pursuant
to Section 12 of the Exchange Act.

Item 4.      Description of Securities

                 Not applicable.

                                      II-1
Item 5.      Interests of Named Experts and Counsel

                 Not applicable.

Item 6.      Indemnification of Officers and Directors

      SPSS's Certificate of Incorporation provides for indemnification to the
full extent permitted by the laws of the State of Delaware against and with
respect to threatened, pending or completed actions, suits or proceedings
arising from or alleged to arise from, a party's actions or omissions as a
director, officer, employee or agent of SPSS or of any other corporation,
partnership, joint venture, trust or other enterprise which has served in such
capacity at the request of SPSS if the acts or omissions occurred, or were or
are alleged to have occurred, while said party was a director or officer of
SPSS; provided, however, SPSS shall not indemnify any director or officer in an
action against SPSS unless SPSS shall have consented to the action. Generally,
under Delaware law, indemnification will only be available where an officer or
director can establish that he/she acted in good faith and in a manner which was
reasonably believed to be in or not opposed to the best interests of SPSS.

      Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made a party to
an action by reason of the fact that the person was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation, against expenses actually incurred by the person in connection with
the action if the person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interest of the
corporation with respect to any criminal action, and had no reasonable cause to
believe his conduct was unlawful. Delaware law does not permit a corporation to
eliminate a director's duty of due care, and the provisions of SPSS's
Certificate of Incorporation have no effect on the availability of equitable
remedies such as injunction or rescission, based upon a director's breach of the
duty of care.

      SPSS maintains a director's and officer's liability insurance policy which
indemnifies directors and officers for specified losses arising from a claim by
reason of a wrongful act, as defined, under certain circumstances where SPSS
does not provide indemnification.

      Under the applicable provisions of the Delaware General Corporation Law,
any indemnification described above shall be made by the corporation only as
authorized in the specific case upon a determination that the indemnification of
the director, officer, employee or agent is proper in the circumstances because
he or she has met the applicable standard of conduct. Such determination shall
be made:

             (1)    By the Board of Directors by a majority vote of a quorum
      consisting of directors who are not parties to such action, suit or
      proceeding; or

             (2)    If such a quorum is not obtainable or, even if obtainable,
      a quorum of disinterested directors so directs, by independent legal
      counsel in a written opinion; or

                                      II-2
(3)    By the affirmative vote of a majority of the shares entitled
      to vote thereon.

Item 7.      Exemption from Registration Claimed.

                    Not applicable.

Item 8.      Exhibits.
Exhibit                                                                                 Incorporation
   Number    Description                                                                    by Reference
   ------    -----------                                                                    ------------
4.1     1999 Employee Equity Incentive Plan                                           (1), Ex. 4.1
     5.1     Opinion of Ross & Hardies regarding legality of shares of Common
             Stock.
    23.1     Consent of KPMG LLP.
    23.2     Consent of Ross & Hardies (contained in opinion filed as Exhibit 5.1).
    24.1     Power of Attorney.                                                            (2)
(1)    Previously filed with SPSS Inc.'s Form S-8, filed September 15, 2000.
       (File No. 333-45900)
(2)    Power of attorney is contained within the signature page.
Item 9.      Undertakings.

   (a)       The undersigned registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

             To include any material information with respect to the plan
      of distribution not previously disclosed in this Registration Statement or
      any material change to such information in the Registration Statement.

             (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

             (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration

                                      II-3
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (b)    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on May 1, 2002.

                                       SPSS Inc.

                                       By:           /s/ Jack Noonan
                                           -------------------------------------
                                           Jack Noonan
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and appoints
Jack Noonan and Edward Hamburg, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in furtherance of the
foregoing, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 1, 2002.
Signature                                                 Title(s)
---------                                                 --------
/s/ Norman H. Nie                     Chairman of the Board
----------------------------------
Norman H. Nie

     /s/ Jack Noonan                       President, Chief Executive Officer and Director
----------------------------------
Jack Noonan

     /s/ Edward Hamburg                    Executive Vice President, Corporate Operations,
----------------------------------           Chief Financial Officer and Secretary
Edward Hamburg

     /s/ Robert Brinkmann                  Controller and Assistant Secretary
----------------------------------
Robert Brinkmann
II-5
/s/ Michael Blair                     Director
----------------------------------
Michael Blair

     /s/ Bernard Goldstein                 Director
----------------------------------
Bernard Goldstein

     /s/ Merritt Lutz                      Director
----------------------------------
Merritt Lutz

     /s/ Promod Haque                      Director
----------------------------------
Promod Haque

     /s/ William Binch                     Director
----------------------------------
William Binch

     /s/ Kenneth Holec                     Director
----------------------------------
Kenneth Holec
II-6
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               EXHIBITS FILED WITH

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                    SPSS INC.
SPSS INC.

                                  EXHIBIT INDEX

 Exhibit
   No.      Description
 -------    -----------

   5.1      Opinion of Ross & Hardies regarding legality of shares of Common
            Stock.
  23.1      Consent of KPMG LLP.
  23.2      Consent of Ross & Hardies (contained in opinion filed as
            Exhibit 5.1).
  24.1      Power of Attorney (contained within the signature page to the
            Registration Statement on Form S-8).