content: <PAGE>
   
                                   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):   JULY 12, 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)
  <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.
  ("Company") during the Company's two most recent fiscal years and prior thereto,
  resigned.  The reports of Coopers for the fiscal years ended October 31, 1995
  and October 31, 1994, including the restatement reported in the Company's Form
  10-K/A for the year ended October 31, 1995, contained no adverse opinion or
  disclaimer of opinion, and were not qualified as to other uncertainties, audit
  scope, or accounting principles.
  
           Coopers did not inform the Audit Committee, the Board of Directors or
  management of its intent to resign prior to delivery of its resignation.
  Accordingly, neither the Audit Committee nor the Board of Directors nor
  management made any recommendation with respect to Coopers' resignation.  After
  Coopers' resignation, Coopers identified to the Company a disagreement required
  to be reported in accordance with Item 304 of Regulation S-K.  This disagreement
  identified by Coopers was resolved to the satisfaction of Coopers and was
  reflected in the Company's Notes to Consolidated Financial Statements in the
  Company's Form 10-Q for the three month period ended April 30, 1996, the
  Company's Form 10-K/A for the year ended October 31, 1995 and Form 10-Q/A for
  the three month period ended January 31, 1996.  The disagreement was identified
  as follows:  During the week of May 13, 1996, the Company received a letter
  dated May 6, 1996 from Honeywell, Inc. alleging claims for unidentified breaches
  of contract, misrepresentation, and fraud.  The letter did not set forth any
  basis for the claims, did not allege an amount at issue, and asserted an intent
  to litigate unless satisfactory progress was made toward resolution of the
  claim.  In early June 1996, after consulting counsel, who had been unable to
  obtain information from Honeywell concerning the materiality of the claim,
  management believed that disclosure of the Honeywell letter would be premature
  and that the Company should first investigate the matter to determine
  materiality and to understand the basis for the claims, and accordingly
  considered at that time omitting disclosure from the Company's Form 10-Q, Form
  10-K/A and Form 10-Q/A.  On June 11, 1996, Coopers advised the Company's Audit
  Committee that Coopers disagreed with management's proposed omission of a
  description of such letter in the Company's Form 10-Q for the three month period
  ended April 30, 1996.  The Audit Committee and management concurred with
  Coopers' recommendation and the Company included disclosure of the receipt of
  such letter in the Company's Quarterly Report on Form 10-Q for the three months
  ended April 30, 1996 filed on June 14, 1996, and the Company's Form 10-K/A for
  the year ended October 31, 1995 and the Company's Form 10-Q/A for the three
  month period ended January 31, 1996, each filed July 2, 1996.
  
           During the Company's two most recent fiscal years and the interim 
  period preceding resignation, Coopers has not advised management, the Audit
  Committee or the Board of Directors of the Company of any issues regarding
  significant internal control matters, problems with management's representations
  or financial statements, requirements for expanded audit scope or information
  that materially impacts the fairness or reliability of the Company's financial
  statements. During the two previous fiscal years and the interim period through
  the date of resignation, there were no other disagreements between the Company
  and Coopers on any matter of accounting principles or practices, financial
  statement disclosure or auditing scope or procedure, which if not resolved to
  the satisfaction of Coopers would have caused it to make reference to the
  subject matter of the disagreement in connection with its report. The Company
  has authorized Coopers to respond fully and without limitation to any inquiries
  by a successor accountant concerning the subject matter of the above
  disagreement. The Company has provided Coopers with a copy of the foregoing
  disclosures and Coopers' letter stating agreement with the statements contained
  herein as they pertain to Coopers is included as an exhibit to this filing.
  
  ITEM 7.  EXHIBITS.
  
           Paragraph 16.1    Letter from Coopers and Lybrand & LLP 
                             dated July 19, 1996.
  
                                         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.
  
  
                                   /s/  Laurence R. Hootnick
                                   ------------------------------ 
  July 19, 1996                    Laurence R. Hootnick, President,
                                   Chief Executive Officer and 
                                   Chief Financial Officer
  
                                         3
  <PAGE>
   
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit                             Document
  - ----------   -------------------------------------------------------
  <S>          <C>
  16.1         Letter from Coopers & Lybrand LLP dated July 19, 1996.
  </TABLE>
  
                                         4
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text: 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):   JULY 12, 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.
  ("Company") during the Company's two most recent fiscal years and prior thereto,
  resigned.  The reports of Coopers for the fiscal years ended October 31, 1995
  and October 31, 1994, including the restatement reported in the Company's Form
  10-K/A for the year ended October 31, 1995, contained no adverse opinion or
  disclaimer of opinion, and were not qualified as to other uncertainties, audit
  scope, or accounting principles.
  
           Coopers did not inform the Audit Committee, the Board of Directors or
  management of its intent to resign prior to delivery of its resignation.
  Accordingly, neither the Audit Committee nor the Board of Directors nor
  management made any recommendation with respect to Coopers' resignation.  After
  Coopers' resignation, Coopers identified to the Company a disagreement required
  to be reported in accordance with Item 304 of Regulation S-K.  This disagreement
  identified by Coopers was resolved to the satisfaction of Coopers and was
  reflected in the Company's Notes to Consolidated Financial Statements in the
  Company's Form 10-Q for the three month period ended April 30, 1996, the
  Company's Form 10-K/A for the year ended October 31, 1995 and Form 10-Q/A for
  the three month period ended January 31, 1996.  The disagreement was identified
  as follows:  During the week of May 13, 1996, the Company received a letter
  dated May 6, 1996 from Honeywell, Inc. alleging claims for unidentified breaches
  of contract, misrepresentation, and fraud.  The letter did not set forth any
  basis for the claims, did not allege an amount at issue, and asserted an intent
  to litigate unless satisfactory progress was made toward resolution of the
  claim.  In early June 1996, after consulting counsel, who had been unable to
  obtain information from Honeywell concerning the materiality of the claim,
  management believed that disclosure of the Honeywell letter would be premature
  and that the Company should first investigate the matter to determine
  materiality and to understand the basis for the claims, and accordingly
  considered at that time omitting disclosure from the Company's Form 10-Q, Form
  10-K/A and Form 10-Q/A.  On June 11, 1996, Coopers advised the Company's Audit
  Committee that Coopers disagreed with management's proposed omission of a
  description of such letter in the Company's Form 10-Q for the three month period
  ended April 30, 1996.  The Audit Committee and management concurred with
  Coopers' recommendation and the Company included disclosure of the receipt of
  such letter in the Company's Quarterly Report on Form 10-Q for the three months
  ended April 30, 1996 filed on June 14, 1996, and the Company's Form 10-K/A for
  the year ended October 31, 1995 and the Company's Form 10-Q/A for the three
  month period ended January 31, 1996, each filed July 2, 1996.
  
           During the Company's two most recent fiscal years and the interim 
  period preceding resignation, Coopers has not advised management, the Audit
  Committee or the Board of Directors of the Company of any issues regarding
  significant internal control matters, problems with management's representations
  or financial statements, requirements for expanded audit scope or information
  that materially impacts the fairness or reliability of the Company's financial
  statements. During the two previous fiscal years and the interim period through
  the date of resignation, there were no other disagreements between the Company
  and Coopers on any matter of accounting principles or practices, financial
  statement disclosure or auditing scope or procedure, which if not resolved to
  the satisfaction of Coopers would have caused it to make reference to the
  subject matter of the disagreement in connection with its report. The Company
  has authorized Coopers to respond fully and without limitation to any inquiries
  by a successor accountant concerning the subject matter of the above
  disagreement. The Company has provided Coopers with a copy of the foregoing
  disclosures and Coopers' letter stating agreement with the statements contained
  herein as they pertain to Coopers is included as an exhibit to this filing.
  
  ITEM 7.  EXHIBITS.
  
           Paragraph 16.1    Letter from Coopers and Lybrand & LLP 
                             dated July 19, 1996.
  
                                         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.
  
                                   /s/  Laurence R. Hootnick
                                   ------------------------------ 
  July 19, 1996                    Laurence R. Hootnick, President,
                                   Chief Executive Officer and 
                                   Chief Financial Officer
  
                                         3
  INDEX TO EXHIBITS
  Exhibit                             Document
  - ----------   -------------------------------------------------------
  16.1         Letter from Coopers & Lybrand LLP dated July 19, 1996.
  4