content: <PAGE>
   
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
  
                              _____________________ 
  
  
                                     FORM 8-K
  
                                  CURRENT REPORT
                          PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934
  
  
       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  NOVEMBER 25, 1997
  
                              _____________________ 
  
                             ASPECT DEVELOPMENT, INC.
              (Exact name of registrant as specified in its charter)
  
  
          DELAWARE                     0-20749                    25-1622857
  (State or other jurisdiction   (Commission File Number)       (I.R.S. Employer
  of incorporation or                                          Identification No.)
  organization)                           
  
  
  
           1300 CHARLESTON ROAD                                    94043
        MOUNTAIN VIEW, CALIFORNIA
  (Address of principal executive offices)                       (Zip Code)
  
  
  
        Registrant's telephone number, including area code:  (650) 428-2700
  
                                         1
  <PAGE>
   
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
       On November 25, 1997, pursuant to an Agreement and Plan of Reorganization
  dated as of November 18, 1997, by and among Aspect Development, Inc., a Delaware
  corporation ("Aspect"), Hawaii Acquisition Corporation, a Delaware corporation
  and wholly-owned subsidiary of Aspect ("Sub"), and CADIS, Inc., a Delaware
  corporation ("CADIS"), as amended by the Amendment to Agreement and Plan of
  Reorganization dated as of November 21, 1997 (the "Reorganization Agreement"),
  Sub was merged with and into CADIS, and CADIS became a wholly-owned subsidiary
  of Aspect (the "Merger").  Under the terms of the Reorganization Agreement, each
  share of common stock of CADIS ("CADIS Common Stock") was converted into the
  right to receive .081539 shares of common stock of Aspect ("Aspect Common
  Stock") and each share of preferred stock of CADIS ("CADIS Preferred Stock") was
  converted into the right to received Aspect Common Stock at a rate of .092223
  shares of Aspect Common Stock per share of Series B Preferred Stock, .099702
  shares of Aspect Common Stock per share of Series C Preferred Stock, .126411
  shares of Aspect Common Stock per share of Series D Preferred Stock, .150162
  shares of Aspect Common Stock per share of Series E Preferred Stock, .180179
  shares of Aspect Common Stock per share of Series F Preferred Stock and .021368
  of a share of Aspect Common Stock per share of Redeemable Preferred Stock.
  Also, under the terms of the Reorganization Agreement, each outstanding option
  to acquire shares of CADIS Common Stock ("CADIS Option") was assumed by Aspect
  and converted into an option to acquire .081539 shares of Aspect Common Stock
  for each share of CADIS Common Stock underlying such CADIS Option.
  
       In the aggregate, as a result of the Merger, Aspect issued 1,381,230 shares
  of Aspect Common Stock in exchange for the shares of CADIS Common Stock that
  were outstanding on November 25, 1997, and the CADIS Options that were
  outstanding on such date were converted into options to purchase an aggregate of
  118,770 shares of Aspect Common Stock (the "Aspect Options").  The number of
  shares issued in the Merger was arrived at by arm's length negotiations.  The
  Merger was accounted for as a pooling of interests.  Under the terms of the
  Reorganization Agreement, 7.5% of the shares of Aspect Common Stock issued or
  issuable pursuant to the Merger were deposited in escrow as security for
  indemnification claims that Aspect, its affiliates, and their officers,
  directors, employees and attorneys (collectively, the "Aspect Group") may bring
  for breaches of any representations, warranties or covenants of CADIS set forth
  in the Reorganization Agreement.  Claims against this escrow represent the sole
  recourse for any claim by any member of the Aspect Group against CADIS in
  connection with the Merger except in the event of fraud or willful
  misrepresentation.  The indemnification period ends, and the shares in the
  escrow account will be distributed to the shareholders, 12 months following the
  date the Merger became effective.
  
       The Aspect Common Stock was issued under the exemption from registration
  provided by Rule 506 of Regulation D promulgated under the Securities Act of
  1933.  Under the terms of the Reorganization Agreement, the Company is required
  to prepare and file with the Securities and Exchange Commission (the
  "Commission") a registration statement covering the resale of the Aspect Common
  Stock issued in the Merger.  In addition, Aspect will register with the
  Commission the shares of Aspect Common Stock issuable upon exercise of the
  Aspect Options.
  
                                         2
  <PAGE>
   
  ITEM 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
               (a)  Pursuant to Item 7(a)(4) of Form 8-K, the financial statements
                    of CADIS required pursuant to Rule 3-05 of Regulation S-X will
                    be filed as soon as practicable, but no later than 60 days
                    from the date this form was filed.
  
               (b)  Pursuant to Item 7(a)(4) of Form 8-K, the pro forma financial
                    information of CADIS required pursuant to Article 11 of
                    Regulation S-X will be filed as soon as practicable, but no
                    later than 60 days from the date this form was filed. 
  
               (c)  Exhibits
                    --------
  
                    Exhibit No.  Description
                    -----------  -----------
  
                    2.1(1)       Agreement and Plan of Reorganization dated
                                 November 18, 1997 among Aspect Development, Inc.,
                                 Hawaii Acquisition Corporation and CADIS, Inc.
  
                    2.2          Amendment to Agreement and Plan of Reorganization
                                 dated November 21, 1997 among Aspect Development,
                                 Inc., Hawaii Acquisition Corporation and CADIS,
                                 Inc.
  
                    99.1         Press Release dated November 18, 1997 announcing
                                 the execution of the Reorganization Agreement.
  
                    99.2         Press Release dated December 1, 1997 announcing
                                 the effectiveness of the Merger.
  
   
  
  (1)  Other Exhibits to the Reorganization Agreement not filed herewith are
       identified in the Reorganization Agreement.  The registrant will
       supplementally furnish any omitted Exhibit to the Commission upon request.
  
                                         3
  <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.
  
                                          Aspect Development, Inc.
  
  
  December 9, 1997                        By: /s/ David S. Dury
                                              --------------------------------
                                              David S. Dury
                                              Vice President and Chief Financial
                                              Officer
  
                                         4
  <PAGE>
   
                                   INDEX TO EXHIBITS
  
  
  Exhibit No.  Description
  -----------  -----------
  
  2.1(1)    Agreement and Plan of Reorganization dated November 18, 1997 among
            Aspect Development, Inc., Hawaii Acquisition Corporation and CADIS,
            Inc.
  
  2.2       Amendment to Agreement and Plan of Reorganization dated November 21,
            1997 among Aspect Development, Inc., Hawaii Acquisition Corporation
            and CADIS, Inc.
  
  99.1      Press Release dated November 18, 1997 announcing the execution of the
            Reorganization Agreement.
  
  99.2      Press Release dated December 1, 1997 announcing the effectiveness of
            the Merger.
  
  
  
  (1)  Other Exhibits to the Reorganization Agreement not filed herewith are
       identified in the Reorganization Agreement.  The registrant will
       supplementally furnish any omitted Exhibit to the Commission upon request.
  
                                         5
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text: SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
  
                              _____________________ 
  
                                     FORM 8-K
  
                                  CURRENT REPORT
                          PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934
  
       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  NOVEMBER 25, 1997
  
                              _____________________ 
  
                             ASPECT DEVELOPMENT, INC.
              (Exact name of registrant as specified in its charter)
  
          DELAWARE                     0-20749                    25-1622857
  (State or other jurisdiction   (Commission File Number)       (I.R.S. Employer
  of incorporation or                                          Identification No.)
  organization)                           
  
           1300 CHARLESTON ROAD                                    94043
        MOUNTAIN VIEW, CALIFORNIA
  (Address of principal executive offices)                       (Zip Code)
  
        Registrant's telephone number, including area code:  (650) 428-2700
  
                                         1
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
       On November 25, 1997, pursuant to an Agreement and Plan of Reorganization
  dated as of November 18, 1997, by and among Aspect Development, Inc., a Delaware
  corporation ("Aspect"), Hawaii Acquisition Corporation, a Delaware corporation
  and wholly-owned subsidiary of Aspect ("Sub"), and CADIS, Inc., a Delaware
  corporation ("CADIS"), as amended by the Amendment to Agreement and Plan of
  Reorganization dated as of November 21, 1997 (the "Reorganization Agreement"),
  Sub was merged with and into CADIS, and CADIS became a wholly-owned subsidiary
  of Aspect (the "Merger").  Under the terms of the Reorganization Agreement, each
  share of common stock of CADIS ("CADIS Common Stock") was converted into the
  right to receive .081539 shares of common stock of Aspect ("Aspect Common
  Stock") and each share of preferred stock of CADIS ("CADIS Preferred Stock") was
  converted into the right to received Aspect Common Stock at a rate of .092223
  shares of Aspect Common Stock per share of Series B Preferred Stock, .099702
  shares of Aspect Common Stock per share of Series C Preferred Stock, .126411
  shares of Aspect Common Stock per share of Series D Preferred Stock, .150162
  shares of Aspect Common Stock per share of Series E Preferred Stock, .180179
  shares of Aspect Common Stock per share of Series F Preferred Stock and .021368
  of a share of Aspect Common Stock per share of Redeemable Preferred Stock.
  Also, under the terms of the Reorganization Agreement, each outstanding option
  to acquire shares of CADIS Common Stock ("CADIS Option") was assumed by Aspect
  and converted into an option to acquire .081539 shares of Aspect Common Stock
  for each share of CADIS Common Stock underlying such CADIS Option.
  
       In the aggregate, as a result of the Merger, Aspect issued 1,381,230 shares
  of Aspect Common Stock in exchange for the shares of CADIS Common Stock that
  were outstanding on November 25, 1997, and the CADIS Options that were
  outstanding on such date were converted into options to purchase an aggregate of
  118,770 shares of Aspect Common Stock (the "Aspect Options").  The number of
  shares issued in the Merger was arrived at by arm's length negotiations.  The
  Merger was accounted for as a pooling of interests.  Under the terms of the
  Reorganization Agreement, 7.5% of the shares of Aspect Common Stock issued or
  issuable pursuant to the Merger were deposited in escrow as security for
  indemnification claims that Aspect, its affiliates, and their officers,
  directors, employees and attorneys (collectively, the "Aspect Group") may bring
  for breaches of any representations, warranties or covenants of CADIS set forth
  in the Reorganization Agreement.  Claims against this escrow represent the sole
  recourse for any claim by any member of the Aspect Group against CADIS in
  connection with the Merger except in the event of fraud or willful
  misrepresentation.  The indemnification period ends, and the shares in the
  escrow account will be distributed to the shareholders, 12 months following the
  date the Merger became effective.
  
       The Aspect Common Stock was issued under the exemption from registration
  provided by Rule 506 of Regulation D promulgated under the Securities Act of
  1933.  Under the terms of the Reorganization Agreement, the Company is required
  to prepare and file with the Securities and Exchange Commission (the
  "Commission") a registration statement covering the resale of the Aspect Common
  Stock issued in the Merger.  In addition, Aspect will register with the
  Commission the shares of Aspect Common Stock issuable upon exercise of the
  Aspect Options.
  
                                         2
  ITEM 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
               (a)  Pursuant to Item 7(a)(4) of Form 8-K, the financial statements
                    of CADIS required pursuant to Rule 3-05 of Regulation S-X will
                    be filed as soon as practicable, but no later than 60 days
                    from the date this form was filed.
  
               (b)  Pursuant to Item 7(a)(4) of Form 8-K, the pro forma financial
                    information of CADIS required pursuant to Article 11 of
                    Regulation S-X will be filed as soon as practicable, but no
                    later than 60 days from the date this form was filed. 
  
               (c)  Exhibits
                    --------
  
                    Exhibit No.  Description
                    -----------  -----------
  
                    2.1(1)       Agreement and Plan of Reorganization dated
                                 November 18, 1997 among Aspect Development, Inc.,
                                 Hawaii Acquisition Corporation and CADIS, Inc.
  
                    2.2          Amendment to Agreement and Plan of Reorganization
                                 dated November 21, 1997 among Aspect Development,
                                 Inc., Hawaii Acquisition Corporation and CADIS,
                                 Inc.
  
                    99.1         Press Release dated November 18, 1997 announcing
                                 the execution of the Reorganization Agreement.
  
                    99.2         Press Release dated December 1, 1997 announcing
                                 the effectiveness of the Merger.
  
   
  
  (1)  Other Exhibits to the Reorganization Agreement not filed herewith are
       identified in the Reorganization Agreement.  The registrant will
       supplementally furnish any omitted Exhibit to the Commission upon request.
  
                                         3
  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.
  
                                          Aspect Development, Inc.
  
  December 9, 1997                        By: /s/ David S. Dury
                                              --------------------------------
                                              David S. Dury
                                              Vice President and Chief Financial
                                              Officer
  
                                         4
  INDEX TO EXHIBITS
  
  Exhibit No.  Description
  -----------  -----------
  
  2.1(1)    Agreement and Plan of Reorganization dated November 18, 1997 among
            Aspect Development, Inc., Hawaii Acquisition Corporation and CADIS,
            Inc.
  
  2.2       Amendment to Agreement and Plan of Reorganization dated November 21,
            1997 among Aspect Development, Inc., Hawaii Acquisition Corporation
            and CADIS, Inc.
  
  99.1      Press Release dated November 18, 1997 announcing the execution of the
            Reorganization Agreement.
  
  99.2      Press Release dated December 1, 1997 announcing the effectiveness of
            the Merger.
  
  (1)  Other Exhibits to the Reorganization Agreement not filed herewith are
       identified in the Reorganization Agreement.  The registrant will
       supplementally furnish any omitted Exhibit to the Commission upon request.
  
                                         5