content: <PAGE>
   
                                                                    CONFORMED COPY
  
  
  
                                   UNITED STATES
                        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):   AUGUST 2, 1996
  
  
                              ----------------------
  
  
                                  CONSILIUM, INC.
              (Exact name of registrant as specified in its charter)
  
  <TABLE> 
  
  <S>                                    <C>                         <C> 
           DELAWARE                            0-17754                  94-2523965
  (State or other jurisdiction of       (Commission File Number)     (I.R.S. Employer)
   incorporation or organization)                                   Identification No.)
  </TABLE> 
  
  
              485 CLYDE AVENUE                                       94043
         MOUNTAIN VIEW, CALIFORNIA
  (Address of principal executive offices)                        (Zip Code)
  
  
  
        Registrant's telephone number, including area code:  (415) 691-6100
  
  
  (Former name, former address and former fiscal year, if changed since last 
  report)
  <PAGE>
   
  ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
  
       On July 12, 1996, Coopers & Lybrand LLP ("Coopers"), the independent
  accountant engaged to audit the financial statements of Consilium, Inc. (the
  "Company") during the Company's two most recent fiscal years and prior thereto,
  resigned, as previously reported in the Company's Current Report on Form 8-K
  dated July 12, 1996 and filed July 19, 1996.
  
       On August 2, 1996, the Company engaged Arthur Andersen LLP ("Arthur
  Andersen") as its principal accountant to audit the Company's financial
  statements for the fiscal year ended October 31, 1996.  The engagement of Arthur
  Andersen was approved by the Company's Audit Committee.  The Company has not
  consulted with Arthur Andersen during the previous two fiscal years and the
  interim period to date on any matter which was the subject of any disagreement
  or with respect to any "reportable event" as defined in Item 304 of Regulation
  S-K or on the application of accounting principles to any specified transaction,
  whether completed or proposed, or the type of audit opinion which might be
  rendered on the Company's financial statements.
  
       The Company has requested Arthur Andersen to review the disclosure in this
  Report before filing with the Securities Exchange Commission and has provided
  Arthur Andersen the opportunity to furnish the Company with a letter addressed
  to the Commission containing any new information, clarification of the Company's
  statements or respects with which it does not agree with the statements made in
  this Report.  Arthur Andersen has informed the Company that it has reviewed
  these disclosures and does not intend to furnish the Company with such a letter.
  
                                         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.
  
  
                                      CONSILIUM, INC.
  
  
  
  August 6, 1996                      /s/  Laurence R. Hootnick
                                      -----------------------------------------
                                      Laurence R. Hootnick, President,
                                      Chief Executive Officer and Chief Financial
                                      Officer
  
                                         3
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text: CONFORMED COPY
  
                                   UNITED STATES
                        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):   AUGUST 2, 1996
  
                              ----------------------
  
                                  CONSILIUM, INC.
              (Exact name of registrant as specified in its charter)
  DELAWARE                            0-17754                  94-2523965
  (State or other jurisdiction of       (Commission File Number)     (I.R.S. Employer)
   incorporation or organization)                                   Identification No.)
  485 CLYDE AVENUE                                       94043
         MOUNTAIN VIEW, CALIFORNIA
  (Address of principal executive offices)                        (Zip Code)
  
        Registrant's telephone number, including area code:  (415) 691-6100
  
  (Former name, former address and former fiscal year, if changed since last 
  report)
  ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
  
       On July 12, 1996, Coopers & Lybrand LLP ("Coopers"), the independent
  accountant engaged to audit the financial statements of Consilium, Inc. (the
  "Company") during the Company's two most recent fiscal years and prior thereto,
  resigned, as previously reported in the Company's Current Report on Form 8-K
  dated July 12, 1996 and filed July 19, 1996.
  
       On August 2, 1996, the Company engaged Arthur Andersen LLP ("Arthur
  Andersen") as its principal accountant to audit the Company's financial
  statements for the fiscal year ended October 31, 1996.  The engagement of Arthur
  Andersen was approved by the Company's Audit Committee.  The Company has not
  consulted with Arthur Andersen during the previous two fiscal years and the
  interim period to date on any matter which was the subject of any disagreement
  or with respect to any "reportable event" as defined in Item 304 of Regulation
  S-K or on the application of accounting principles to any specified transaction,
  whether completed or proposed, or the type of audit opinion which might be
  rendered on the Company's financial statements.
  
       The Company has requested Arthur Andersen to review the disclosure in this
  Report before filing with the Securities Exchange Commission and has provided
  Arthur Andersen the opportunity to furnish the Company with a letter addressed
  to the Commission containing any new information, clarification of the Company's
  statements or respects with which it does not agree with the statements made in
  this Report.  Arthur Andersen has informed the Company that it has reviewed
  these disclosures and does not intend to furnish the Company with such a letter.
  
                                         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.
  
                                      CONSILIUM, INC.
  
  August 6, 1996                      /s/  Laurence R. Hootnick
                                      -----------------------------------------
                                      Laurence R. Hootnick, President,
                                      Chief Executive Officer and Chief Financial
                                      Officer
  
                                         3