<PAGE>
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 2003
                                                      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)

                           2002 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.
                                McGuireWoods LLP
                            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            1,000,000            $19.215            $19,215,000            $1,554.49
=====================================================================================================================
</Table>

         (1) The securities being registered include a maximum of 1,000,000
shares issuable upon the exercise of options under the 2002 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
September 4, 2003, 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:

         o   Shares of common stock that may be issued (when and if vested)
             under the 2002 Equity Incentive Plan (we refer to it as the "2002
             Plan");

         o   Certain resales of shares of common stock that may be issued (when
             and if vested) under the 2002 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 2002
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 2002 Equity Incentive Plan (we refer to it as
the "2002 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 2002 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 11.

         Our common stock is quoted on the Nasdaq National Market under the
symbol "SPSS". On SEPTEMBER 9, 2003, the last reported sale price of our common
stock on the Nasdaq National Market was $19.20 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 2.

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 SEPTEMBER 10, 2003.

<PAGE>
                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                       Page
                                                                       ----
<S>                                                                    <C>
FORWARD-LOOKING STATEMENTS .........................................      2

RISK FACTORS .......................................................      2

USE OF PROCEEDS ....................................................      9

SELLING STOCKHOLDERS ...............................................     10

PLAN OF DISTRIBUTION ...............................................     11

LEGAL MATTERS ......................................................     12

EXPERTS ............................................................     12

WHERE YOU CAN FIND MORE INFORMATION ................................     12

INFORMATION INCORPORATED BY REFERENCE ..............................     13
</Table>


                                       1
<PAGE>
                           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 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 SPSS. Additional risks and uncertainties not presently known to
SPSS or those it currently believes are immaterial could also impair its
business operations. If any of the following risks actually occurred, the
business and financial conditions of SPSS or the results of its operations could
be materially adversely affected, the trading price of SPSS 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

         The quarterly revenue and operating results of SPSS 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:

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

         o   delays in product development and introduction;

         o   purchasing schedules of its customers;

                                       2
<PAGE>

         o   changes in foreign currency exchange rates;

         o   changes in prescribed accounting rules and practices;

         o   product and market development expenditures;

         o   the timing of product shipments;

         o   changes in product mix;

         o   timing, costs and effects of acquisitions; and

         o   general economic conditions.

         Because expense levels are to a large extent based on its forecasts of
future revenues, SPSS 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.

         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, 39% in 2001, and 41% in 2002. SPSS
can provide no assurance that its operating income realized in any given fourth
quarter will remain at historically high percentage levels, which could
adversely affect its profitability in any given 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
this period and the fiscal year could be materially affected. Generally, if
revenues do not meet its expectations in any given quarter, SPSS 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 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 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 related to its
integration of acquisitions, merger-related charges of $10,139,000 and write-off
of in-process

                                       3
<PAGE>

technology of $2,288,000. In 2002, SPSS has a net loss of $7,899,000 primarily
due to special general and administrative charges of $9,037,000 related to its
integration of acquisitions and its reorganization of the field sales staff,
merger-related charges of $2,260,000, write-offs of software of $5,751,000,
charges related to the shut-down of its Illumitek investment, and a write-off of
in-process technology of $150,000. 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 February 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, 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, and its June 2002 acquisition of the assets of netExs, a Wisconsin
limited liability company. 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, LexiQuest's, or netExs'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, LexiQuest, the NetExs assets or the AOL assets or future
acquisitions will be successfully integrated into SPSS.

                       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. The future success of SPSS 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 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

                                       4
<PAGE>

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 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 revenues in 1999, 43% of SPSS revenues in 2000, 50% of
SPSS revenues in 2001, and 50% of SPSS revenues in 2002. 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:

         o   greater difficulties in accounts receivable collection;

         o   longer payment cycles;

         o   exposure to currency fluctuations;

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

         o   political and economic instability; and

         o   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 certain international markets where weaker protection is afforded to
intellectual property. As SPSS expands its international operations, the risks
described above could increase and, in any event, could have a material adverse
effect on SPSS.

                 THE SPSS 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:

         o   announcements of new products by SPSS or its competitors;

         o   quarterly variations in financial results;

                                       5
<PAGE>

         o   recommendations and reports of analysts;

         o   acquisitions; and

         o   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 2003. 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.

                         CHANGES IN PUBLIC EXPENDITURES
                            MAY ADVERSELY AFFECT SPSS

         A significant portion of the revenues of SPSS comes from licenses of
its software directly to government entities internationally and in the United
States. In addition, significant amounts of the revenues of SPSS 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. 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. StatSoft Inc., STATA, and Minitab, Inc. are also competitors, although
their annual revenues from statistical products are believed to be considerably
less than the

                                       6
<PAGE>

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 companies include SAS, IBM, Fair Isaacs/HNC
Corporation, NCR, Oracle, and others, and recent entrants, like E.piphany and
Net Perceptions, 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 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. The
continued success of SPSS 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. The inability
of SPSS to continue to attract or retain highly qualified personnel could have a
material adverse effect on its financial position and results of operation. No
life insurance policies are maintained on SPSS key personnel.

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

         The analytical algorithms incorporated in SPSS 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

                                       7
<PAGE>

software, and the ease of use of its software. The success of SPSS will depend,
in part, on its ability to protect the proprietary aspects of its software.
Attempts by SPSS to protect its proprietary software with trade secret laws and
internal nondisclosure safeguards, as well as copyright, trademark and patent
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. The source code for all of SPSS software is protected
as a trade secret and as unpublished copyrighted work or patents. 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. 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
software is or may be licensed do not protect its 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 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.

         Although SPSS 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 competitors of SPSS will not independently develop technologies
that are substantially equivalent or superior to SPSS technologies.

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

         The executive officers and directors of SPSS beneficially own a
significant percentage of its outstanding shares of common stock, currently
estimated to be approximately 20%. 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
5.24% 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 of
SPSS, these individuals acting as a group may be able to influence its 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

                                       8
<PAGE>

SPSS 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

         The SPSS 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.

         The bylaws of SPSS 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.

         Senior executives and other officers of SPSS 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.

                    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
December 31, 2002, there were vested options outstanding held by management to
purchase approximately 1,413,112 additional shares of common stock, with an
average exercise price of $16.96 per share, and unvested options to purchase
approximately 736,060 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.

                                 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 2002 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.

                                       9
<PAGE>

                              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 2002 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.

                                       10
<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:

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

         o   in privately negotiated transactions or otherwise;

         o   at fixed prices that may be changed;

         o   at market prices prevailing at the time of sale;

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

         o   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;

         o   purchases by a broker or dealer as principal;

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

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

         o   short sales; or

         o   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

                                       11
<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 McGuireWoods LLP,
Chicago, Illinois.

                                     EXPERTS

         The consolidated financial statements and schedule of SPSS as of
December 31, 2002 and 2001 and for each of the years in the three-year period
ended December 31, 2002, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.

                       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:

                                       12
<PAGE>

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

         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:

         o   The annual report of SPSS Inc. on Form 10-K filed with the SEC on
             April 2, 2003 for the fiscal year ended December 31, 2002;

         o   The quarterly report of SPSS Inc. on Form 10-Q filed with the SEC
             on August 13, 2003 for the fiscal quarter ended June 30, 2003;

         o   The quarterly report of SPSS Inc. on Form 10-Q filed with the SEC
             on May 15, 2003 for the fiscal quarter ended March 31, 2003;

         o   The current report of SPSS Inc. on Form 8-K, dated July 30, 2003,
             filed with the SEC on August 1, 2003;

         o   The current report of SPSS Inc. on Form 8-K, dated July 29, 2003,
             filed with the SEC on July 31, 2003;

         o   The current report of SPSS Inc. on Form 8-K, dated April 30, 2003,
             filed with the SEC on May 5, 2003;

                                       13
<PAGE>

         o   The current report of SPSS Inc. on Form 8-K, dated April 30, 2003,
             filed with the SEC on May 2, 2003;

         o   The proxy statement, filed with the SEC on May 19, 2003, for SPSS's
             annual meeting of stockholders held on June 18, 2003, except for
             the compensation committee report contained therein; and

         o   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.

         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.

         No dealer, salesman or any other person has been authorized to give any
information or to make any representations not contained in this prospectus; any
information or representation not contained herein must not be relied upon as
having been authorized by SPSS or the selling stockholders. This prospectus does
not constitute an offer to sell, or a solicitation of an offer to buy, any of
the securities covered by this prospectus by SPSS or the selling stockholders in
any state to any person to whom it is unlawful for SPSS or the selling
stockholders to make such offer or solicitation. Neither the delivery of this
prospectus nor any sale made hereafter shall, under any circumstances, create an
implication that there has been no change in the affairs of SPSS since the date
hereof.


All selling stockholders that effect transactions in the shares of common stock
offered by means of this prospectus are required to deliver a copy of their
prospectus to any purchaser of the shares of common stock at or before the time
a certificate representing the shares of common stock is delivered to the
purchaser.

                                       14
<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, filed April 2, 2003 for the
                fiscal year ended December 31, 2002;

            (b) Our quarterly report on Form 10-Q, filed August 13, 2003 for the
                fiscal quarter ended June 30, 2003;

            (c) Our quarterly report on Form 10-Q, filed May 15, 2003 for the
                fiscal quarter ended March 31, 2003;

            (d) Our current report on Form 8-K, dated July 30, 2003, filed with
                the SEC on August 1, 2003;

            (e) Our current report on Form 8-K, dated July 29, 2003, filed with
                the SEC on July 31, 2003;

            (f) Our current report on Form 8-K, dated April 30, 2003, filed with
                the SEC on May 5, 2003;

            (g) Our current report on Form 8-K, dated April 30, 2003, filed with
                the SEC on May 2, 2003;

            (h) The proxy statement, filed with the SEC on May 19, 2003, for
                SPSS's annual meeting of stockholders held on June 18, 2003,
                except for the compensation committee report contained therein;
                and

                                      II-1
<PAGE>
            (i) 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.

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:

                                      II-2
<PAGE>

                  (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

                  (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     SPSS Inc. 2002 Equity Incentive Plan                                       (1), Ex. 4.1
    5.1     Opinion of McGuireWoods LLP regarding legality of shares of Common
            Stock.
   23.1     Consent of KPMG LLP.
   23.2     Consent of McGuireWoods LLP (contained in opinion filed as Exhibit
            5.1).
   24.1     Power of Attorney.                                                         (2)
</Table>

(1)  Previously filed with SPSS Inc.'s Registration Statement on Form S-8,
     filed with the SEC on June 18, 2002. (File No. 333-90694)

(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.

                                      II-3

<PAGE>
         (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
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 SEPTEMBER 10, 2003.

                                      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 SEPTEMBER 10, 2003.

<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
Edward Hamburg                                 Financial Officer and Secretary

     /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

<Table>
<Caption>
Exhibit
  No.                             Description
-------  --------------------------------------------------------------------------
<S>      <C>
    5.1  Opinion of McGuireWoods LLP regarding legality of shares of Common Stock.

   23.1  Consent of KPMG LLP.

   23.2  Consent of McGuireWoods LLP (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).
</Table>

                                        2
[{"type": "S-8", "sequence": "1", "filename": "c79525sv8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 67131}]
{"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": "333-108663", "film-number": "03890082"}, "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 SEPTEMBER 10, 2003
                                                      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)

                           2002 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.
                                McGuireWoods LLP
                            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            1,000,000            $19.215            $19,215,000            $1,554.49
=====================================================================================================================
(1) The securities being registered include a maximum of 1,000,000
shares issuable upon the exercise of options under the 2002 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
September 4, 2003, 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:

         o   Shares of common stock that may be issued (when and if vested)
             under the 2002 Equity Incentive Plan (we refer to it as the "2002
             Plan");

         o   Certain resales of shares of common stock that may be issued (when
             and if vested) under the 2002 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 2002
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 2002 Equity Incentive Plan (we refer to it as
the "2002 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 2002 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 11.

         Our common stock is quoted on the Nasdaq National Market under the
symbol "SPSS". On SEPTEMBER 9, 2003, the last reported sale price of our common
stock on the Nasdaq National Market was $19.20 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 2.

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 SEPTEMBER 10, 2003.
TABLE OF CONTENTS
Page
                                                                       ----
FORWARD-LOOKING STATEMENTS .........................................      2

RISK FACTORS .......................................................      2

USE OF PROCEEDS ....................................................      9

SELLING STOCKHOLDERS ...............................................     10

PLAN OF DISTRIBUTION ...............................................     11

LEGAL MATTERS ......................................................     12

EXPERTS ............................................................     12

WHERE YOU CAN FIND MORE INFORMATION ................................     12

INFORMATION INCORPORATED BY REFERENCE ..............................     13
1
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 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 SPSS. Additional risks and uncertainties not presently known to
SPSS or those it currently believes are immaterial could also impair its
business operations. If any of the following risks actually occurred, the
business and financial conditions of SPSS or the results of its operations could
be materially adversely affected, the trading price of SPSS 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

         The quarterly revenue and operating results of SPSS 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:

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

         o   delays in product development and introduction;

         o   purchasing schedules of its customers;

                                       2
o   changes in foreign currency exchange rates;

         o   changes in prescribed accounting rules and practices;

         o   product and market development expenditures;

         o   the timing of product shipments;

         o   changes in product mix;

         o   timing, costs and effects of acquisitions; and

         o   general economic conditions.

         Because expense levels are to a large extent based on its forecasts of
future revenues, SPSS 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.

         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, 39% in 2001, and 41% in 2002. SPSS
can provide no assurance that its operating income realized in any given fourth
quarter will remain at historically high percentage levels, which could
adversely affect its profitability in any given 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
this period and the fiscal year could be materially affected. Generally, if
revenues do not meet its expectations in any given quarter, SPSS 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 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 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 related to its
integration of acquisitions, merger-related charges of $10,139,000 and write-off
of in-process

                                       3
technology of $2,288,000. In 2002, SPSS has a net loss of $7,899,000 primarily
due to special general and administrative charges of $9,037,000 related to its
integration of acquisitions and its reorganization of the field sales staff,
merger-related charges of $2,260,000, write-offs of software of $5,751,000,
charges related to the shut-down of its Illumitek investment, and a write-off of
in-process technology of $150,000. 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 February 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, 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, and its June 2002 acquisition of the assets of netExs, a Wisconsin
limited liability company. 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, LexiQuest's, or netExs'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, LexiQuest, the NetExs assets or the AOL assets or future
acquisitions will be successfully integrated into SPSS.

                       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. The future success of SPSS 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 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

                                       4
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 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 revenues in 1999, 43% of SPSS revenues in 2000, 50% of
SPSS revenues in 2001, and 50% of SPSS revenues in 2002. 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:

         o   greater difficulties in accounts receivable collection;

         o   longer payment cycles;

         o   exposure to currency fluctuations;

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

         o   political and economic instability; and

         o   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 certain international markets where weaker protection is afforded to
intellectual property. As SPSS expands its international operations, the risks
described above could increase and, in any event, could have a material adverse
effect on SPSS.

                 THE SPSS 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:

         o   announcements of new products by SPSS or its competitors;

         o   quarterly variations in financial results;

                                       5
o   recommendations and reports of analysts;

         o   acquisitions; and

         o   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 2003. 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.

                         CHANGES IN PUBLIC EXPENDITURES
                            MAY ADVERSELY AFFECT SPSS

         A significant portion of the revenues of SPSS comes from licenses of
its software directly to government entities internationally and in the United
States. In addition, significant amounts of the revenues of SPSS 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. 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. StatSoft Inc., STATA, and Minitab, Inc. are also competitors, although
their annual revenues from statistical products are believed to be considerably
less than the

                                       6
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 companies include SAS, IBM, Fair Isaacs/HNC
Corporation, NCR, Oracle, and others, and recent entrants, like E.piphany and
Net Perceptions, 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 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. The
continued success of SPSS 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. The inability
of SPSS to continue to attract or retain highly qualified personnel could have a
material adverse effect on its financial position and results of operation. No
life insurance policies are maintained on SPSS key personnel.

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

         The analytical algorithms incorporated in SPSS 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

                                       7
software, and the ease of use of its software. The success of SPSS will depend,
in part, on its ability to protect the proprietary aspects of its software.
Attempts by SPSS to protect its proprietary software with trade secret laws and
internal nondisclosure safeguards, as well as copyright, trademark and patent
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. The source code for all of SPSS software is protected
as a trade secret and as unpublished copyrighted work or patents. 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. 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
software is or may be licensed do not protect its 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 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.

         Although SPSS 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 competitors of SPSS will not independently develop technologies
that are substantially equivalent or superior to SPSS technologies.

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

         The executive officers and directors of SPSS beneficially own a
significant percentage of its outstanding shares of common stock, currently
estimated to be approximately 20%. 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
5.24% 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 of
SPSS, these individuals acting as a group may be able to influence its 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

                                       8
SPSS 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

         The SPSS 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.

         The bylaws of SPSS 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.

         Senior executives and other officers of SPSS 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.

                    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
December 31, 2002, there were vested options outstanding held by management to
purchase approximately 1,413,112 additional shares of common stock, with an
average exercise price of $16.96 per share, and unvested options to purchase
approximately 736,060 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.

                                 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 2002 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.

                                       9
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 2002 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.

                                       10
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:

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

         o   in privately negotiated transactions or otherwise;

         o   at fixed prices that may be changed;

         o   at market prices prevailing at the time of sale;

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

         o   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;

         o   purchases by a broker or dealer as principal;

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

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

         o   short sales; or

         o   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

                                       11
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 McGuireWoods LLP,
Chicago, Illinois.

                                     EXPERTS

         The consolidated financial statements and schedule of SPSS as of
December 31, 2002 and 2001 and for each of the years in the three-year period
ended December 31, 2002, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.

                       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:

                                       12
Judiciary Plaza
                                 450 Fifth Street, N.W.
                                 Room 1024
                                 Washington, D.C., 20549

         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:

         o   The annual report of SPSS Inc. on Form 10-K filed with the SEC on
             April 2, 2003 for the fiscal year ended December 31, 2002;

         o   The quarterly report of SPSS Inc. on Form 10-Q filed with the SEC
             on August 13, 2003 for the fiscal quarter ended June 30, 2003;

         o   The quarterly report of SPSS Inc. on Form 10-Q filed with the SEC
             on May 15, 2003 for the fiscal quarter ended March 31, 2003;

         o   The current report of SPSS Inc. on Form 8-K, dated July 30, 2003,
             filed with the SEC on August 1, 2003;

         o   The current report of SPSS Inc. on Form 8-K, dated July 29, 2003,
             filed with the SEC on July 31, 2003;

         o   The current report of SPSS Inc. on Form 8-K, dated April 30, 2003,
             filed with the SEC on May 5, 2003;

                                       13
o   The current report of SPSS Inc. on Form 8-K, dated April 30, 2003,
             filed with the SEC on May 2, 2003;

         o   The proxy statement, filed with the SEC on May 19, 2003, for SPSS's
             annual meeting of stockholders held on June 18, 2003, except for
             the compensation committee report contained therein; and

         o   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.

         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.

         No dealer, salesman or any other person has been authorized to give any
information or to make any representations not contained in this prospectus; any
information or representation not contained herein must not be relied upon as
having been authorized by SPSS or the selling stockholders. This prospectus does
not constitute an offer to sell, or a solicitation of an offer to buy, any of
the securities covered by this prospectus by SPSS or the selling stockholders in
any state to any person to whom it is unlawful for SPSS or the selling
stockholders to make such offer or solicitation. Neither the delivery of this
prospectus nor any sale made hereafter shall, under any circumstances, create an
implication that there has been no change in the affairs of SPSS since the date
hereof.

All selling stockholders that effect transactions in the shares of common stock
offered by means of this prospectus are required to deliver a copy of their
prospectus to any purchaser of the shares of common stock at or before the time
a certificate representing the shares of common stock is delivered to the
purchaser.

                                       14
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, filed April 2, 2003 for the
                fiscal year ended December 31, 2002;

            (b) Our quarterly report on Form 10-Q, filed August 13, 2003 for the
                fiscal quarter ended June 30, 2003;

            (c) Our quarterly report on Form 10-Q, filed May 15, 2003 for the
                fiscal quarter ended March 31, 2003;

            (d) Our current report on Form 8-K, dated July 30, 2003, filed with
                the SEC on August 1, 2003;

            (e) Our current report on Form 8-K, dated July 29, 2003, filed with
                the SEC on July 31, 2003;

            (f) Our current report on Form 8-K, dated April 30, 2003, filed with
                the SEC on May 5, 2003;

            (g) Our current report on Form 8-K, dated April 30, 2003, filed with
                the SEC on May 2, 2003;

            (h) The proxy statement, filed with the SEC on May 19, 2003, for
                SPSS's annual meeting of stockholders held on June 18, 2003,
                except for the compensation committee report contained therein;
                and

                                      II-1
(i) 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.

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:

                                      II-2
(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

                  (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     SPSS Inc. 2002 Equity Incentive Plan                                       (1), Ex. 4.1
    5.1     Opinion of McGuireWoods LLP regarding legality of shares of Common
            Stock.
   23.1     Consent of KPMG LLP.
   23.2     Consent of McGuireWoods LLP (contained in opinion filed as Exhibit
            5.1).
   24.1     Power of Attorney.                                                         (2)
(1)  Previously filed with SPSS Inc.'s Registration Statement on Form S-8,
     filed with the SEC on June 18, 2002. (File No. 333-90694)

(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.

                                      II-3
(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
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 SEPTEMBER 10, 2003.

                                      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 SEPTEMBER 10, 2003.
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
Edward Hamburg                                 Financial Officer and Secretary

     /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 McGuireWoods LLP regarding legality of shares of Common Stock.

   23.1  Consent of KPMG LLP.

   23.2  Consent of McGuireWoods LLP (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).
2