UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



       Date of report (Date of earliest event reported) February 19, 1997

                                   SPSS Inc.
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                 33-64732                  36-2815480
(State or Other Jurisdiction     (Commission              (I.R.S. Employer
      of Incorporation)          File Number)             Identification No.)

                  444 N. Michigan Ave, Chicago, Illinois 60611
               (Address of Principal Executive Offices) (Zip Code)

                                 (312) 329-2400
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)







<PAGE>




Item 7:  Financial Statement and Exhibits


     On February 19, 1997,  SPSS Inc. (the  "Registrant")  issued a news release
announcing  its  revenues  and  earnings  for the fourth  quarter and year ended
December 31, 1996.  Attached hereto and incorporated herein by this reference is
the news release of the Registrant.



                                      - 2 -

<PAGE>




                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                                      SPSS Inc.
                                                                    (Registrant)




                                                             Date: March 3, 1997
                                                         By: /s/Robert Brinkmann
                                                                      Controller

                                      - 3 -

<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number                              Description of Exhibit


99.1           News Release of SPSS, issued February 19, 1997, announcing fourth
               quarter and year-end revenues.



                                      - 4 -
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{"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": "8-K", "act": "34", "file-number": "000-22194", "film-number": "97553858"}, "business-address": {"street1": "444 NORTH MICHIGAN AVE", "city": "CHICAGO", "state": "IL", "zip": "60611", "phone": "3123292400"}, "mail-address": {"street1": "444 N MICHIGAN AVE", "city": "CHICAGO", "state": "IL", "zip": "60611"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of report (Date of earliest event reported) February 19, 1997

                                   SPSS Inc.
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                 33-64732                  36-2815480
(State or Other Jurisdiction     (Commission              (I.R.S. Employer
      of Incorporation)          File Number)             Identification No.)

                  444 N. Michigan Ave, Chicago, Illinois 60611
               (Address of Principal Executive Offices) (Zip Code)

                                 (312) 329-2400
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)
Item 7:  Financial Statement and Exhibits

     On February 19, 1997,  SPSS Inc. (the  "Registrant")  issued a news release
announcing  its  revenues  and  earnings  for the fourth  quarter and year ended
December 31, 1996.  Attached hereto and incorporated herein by this reference is
the news release of the Registrant.

                                      - 2 -
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                                      SPSS Inc.
                                                                    (Registrant)

                                                             Date: March 3, 1997
                                                         By: /s/Robert Brinkmann
                                                                      Controller

                                      - 3 -
EXHIBIT INDEX

Exhibit
Number                              Description of Exhibit

99.1           News Release of SPSS, issued February 19, 1997, announcing fourth
               quarter and year-end revenues.

                                      - 4 -