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
  
  
  
                                  October 1, 1997
                                  ---------------
                  Date of Report (Date of earliest event reported)
  
  
                               SIEBEL SYSTEMS, INC.
                               --------------------
              (Exact name of registrant as specified in its charter)
  
  
  
            Delaware                       0-20725                94-3187233
  (State or other jurisdiction           (Commission           (I.R.S. Employer 
        of incorporation)                File Number)         Identification No.) 
   
  
  
                              1855 South Grant Street
                                San Mateo, CA 94402
                                -------------------
                     (Address of principal executive offices)
  
  
                                  (650) 295-5000
                                  --------------
               (Registrant's telephone number, including area code)
  
   
  <PAGE>
   
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
       The following discussion contains forward-looking statements that involve
  risk and uncertainties.  The Company's actual results could differ materially
  from those discussed here.  Factors that could cause or contribute to such
  differences include, but are not limited to those discussed under the heading
  "Risk Factors" in the Company's Annual Report on Form 10-K.  Readers are
  cautioned not to place undue reliance on these forward-looking statements, which
  reflect management's analysis only as of the date hereof.  The Company
  undertakes no obligation to release the results of any revision to these
  forward-looking statements which may be made to reflect events or circumstances
  occurring after the date hereof or to reflect the occurrence of unanticipated
  events.
  
       On October 1, 1997, INTW Acquisition Corp. ("Merger Sub"), a wholly owned
  subsidiary of Siebel Systems, Inc. ("Siebel"), was merged with and into
  InterActive WorkPlace, Inc. ("InterActive") pursuant to an Agreement and Plan of
  Merger and Reorganization dated as of September 13, 1997 by and among Siebel,
  Merger Sub, InterActive and certain stockholders of InterActive (the "Merger
  Agreement").  The terms of the Merger Agreement were determined through arms'
  length negotiaions between Siebel and InterActive.
  
       The merger of Merger Sub with and into InterActive (the "Merger") became
  effective at the time of filing of a Certificate of Merger with the Delaware
  Secretary of State on October 1, 1997 (the "Effective Time").  At the Effective
  Time:  (i) Merger Sub ceased to exist; (ii) InterActive, as the surviving
  corporation in the Merger, became a wholly owned subsidiary of Siebel; and (iii)
  subject to the provisions of the Merger Agreement relating to the payment of
  cash in lieu of fractional shares, each share of InterActive Common Stock and
  Series A Preferred Stock outstanding immediately prior to the Effective Time was
  converted into (a) approximately .076 shares of Siebel Common Stock, par value
  $.001 per share, and (b) the right to receive approximately .018 additional
  shares of Siebel Common Stock upon the satisfaction of certain conditions.
  
       In addition, pursuant to the Merger Agreement, as of the Effective Time,
  all rights with respect to InterActive Common Stock under outstanding stock
  options to purchase InterActive Common Stock were converted into and became
  rights with respect to Siebel Common Stock and Siebel assumed each such
  outstanding InterActive stock option in accordance with the terms of the stock
  option plan under which it was issued and the stock option agreement by which it
  is evidenced.  By virtue of the assumption by Siebel of such InterActive stock
  options, from and after the Effective Time:  (i) each InterActive stock option
  assumed by Siebel may be exercised solely for Siebel Common Stock; (ii) the
  number of shares of Siebel Common Stock subject to each such assumed option is
  equal to the number of shares of InterActive Common Stock subject to such option
  immediately prior to the Effective Time multiplied by approximately .076,
  rounding to the nearest whole share of Siebel Common Stock; and (iii) the per
  share exercise price under each such assumed option is equal to the per share
  exercise price in effect immediately prior to the Effective Time divided by
  approximately .076, rounding to the nearest cent.
  
       Pursuant to the terms of the Merger Agreement, Siebel has filed a
  registration statement on Form S-3 with respect to 346,379 shares of its Common
  Stock issued in connection with the Merger and held by the former stockholders
  of InterActive or general or limited partners of former stockholders of
  InterActive in order to permit the resale of such shares.  The Company will pay
  substantially all of the expenses incident to the offering and sale of such
  shares of its Common Stock to the public, other than commissions, concessions
  and discounts of underwriters, dealers or agents.  In addition, pursuant to the
  terms of a 
  <PAGE>
   
  Registration Rights Agreement by and among the Company and certain former
  stockholders of InterActive, such stockholders have been granted the right to
  require the Company to register additional shares issued pursuant to the Merger
  Agreement under Federal and state securities laws under certain circumstances
  and at certain times.
  
       With the exception of the Chief Financial Officer of InterActive, each of
  the former stockholders of InterActive that was also an employee of InterActive
  has accepted employment with Siebel.  The Merger is intended to be a tax-free
  reorganization under the Internal Revenue Code of 1986, as amended, and will be
  accounted for as a purchase of InterActive by Siebel.
  
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
  (c) Exhibits
  --- --------
  
  1.   Agreement and Plan of Merger and Reorganization among Siebel
       Systems, Inc., a Delaware corporation, INTW Acquisition Corp., a Delaware
       corporation, InterActive WorkPlace, Inc., a Delaware corporation and
       certain stockholders of InterActive WorkPlace, Inc., dated as of September
       13, 1997.
  
  2.   Form of Registration Rights Agreement between Siebel Systems, Inc. and
       certain stockholders (incorporated by reference to the Company's
       registration statement on Form S-3 (No. 333-36967)).
  <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.
  
  
  
                                   SIEBEL SYSTEMS, INC.
  
  
  
  Dated:    October 16, 1997       By: /s/ Howard H. Graham
                                       ____________________________________
                                        Howard H. Graham
                                        Senior Vice President, Finance and
                                        Administration and Chief Financial Officer
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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
  
                                  October 1, 1997
                                  ---------------
                  Date of Report (Date of earliest event reported)
  
                               SIEBEL SYSTEMS, INC.
                               --------------------
              (Exact name of registrant as specified in its charter)
  
            Delaware                       0-20725                94-3187233
  (State or other jurisdiction           (Commission           (I.R.S. Employer 
        of incorporation)                File Number)         Identification No.) 
   
  
                              1855 South Grant Street
                                San Mateo, CA 94402
                                -------------------
                     (Address of principal executive offices)
  
                                  (650) 295-5000
                                  --------------
               (Registrant's telephone number, including area code)
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
       The following discussion contains forward-looking statements that involve
  risk and uncertainties.  The Company's actual results could differ materially
  from those discussed here.  Factors that could cause or contribute to such
  differences include, but are not limited to those discussed under the heading
  "Risk Factors" in the Company's Annual Report on Form 10-K.  Readers are
  cautioned not to place undue reliance on these forward-looking statements, which
  reflect management's analysis only as of the date hereof.  The Company
  undertakes no obligation to release the results of any revision to these
  forward-looking statements which may be made to reflect events or circumstances
  occurring after the date hereof or to reflect the occurrence of unanticipated
  events.
  
       On October 1, 1997, INTW Acquisition Corp. ("Merger Sub"), a wholly owned
  subsidiary of Siebel Systems, Inc. ("Siebel"), was merged with and into
  InterActive WorkPlace, Inc. ("InterActive") pursuant to an Agreement and Plan of
  Merger and Reorganization dated as of September 13, 1997 by and among Siebel,
  Merger Sub, InterActive and certain stockholders of InterActive (the "Merger
  Agreement").  The terms of the Merger Agreement were determined through arms'
  length negotiaions between Siebel and InterActive.
  
       The merger of Merger Sub with and into InterActive (the "Merger") became
  effective at the time of filing of a Certificate of Merger with the Delaware
  Secretary of State on October 1, 1997 (the "Effective Time").  At the Effective
  Time:  (i) Merger Sub ceased to exist; (ii) InterActive, as the surviving
  corporation in the Merger, became a wholly owned subsidiary of Siebel; and (iii)
  subject to the provisions of the Merger Agreement relating to the payment of
  cash in lieu of fractional shares, each share of InterActive Common Stock and
  Series A Preferred Stock outstanding immediately prior to the Effective Time was
  converted into (a) approximately .076 shares of Siebel Common Stock, par value
  $.001 per share, and (b) the right to receive approximately .018 additional
  shares of Siebel Common Stock upon the satisfaction of certain conditions.
  
       In addition, pursuant to the Merger Agreement, as of the Effective Time,
  all rights with respect to InterActive Common Stock under outstanding stock
  options to purchase InterActive Common Stock were converted into and became
  rights with respect to Siebel Common Stock and Siebel assumed each such
  outstanding InterActive stock option in accordance with the terms of the stock
  option plan under which it was issued and the stock option agreement by which it
  is evidenced.  By virtue of the assumption by Siebel of such InterActive stock
  options, from and after the Effective Time:  (i) each InterActive stock option
  assumed by Siebel may be exercised solely for Siebel Common Stock; (ii) the
  number of shares of Siebel Common Stock subject to each such assumed option is
  equal to the number of shares of InterActive Common Stock subject to such option
  immediately prior to the Effective Time multiplied by approximately .076,
  rounding to the nearest whole share of Siebel Common Stock; and (iii) the per
  share exercise price under each such assumed option is equal to the per share
  exercise price in effect immediately prior to the Effective Time divided by
  approximately .076, rounding to the nearest cent.
  
       Pursuant to the terms of the Merger Agreement, Siebel has filed a
  registration statement on Form S-3 with respect to 346,379 shares of its Common
  Stock issued in connection with the Merger and held by the former stockholders
  of InterActive or general or limited partners of former stockholders of
  InterActive in order to permit the resale of such shares.  The Company will pay
  substantially all of the expenses incident to the offering and sale of such
  shares of its Common Stock to the public, other than commissions, concessions
  and discounts of underwriters, dealers or agents.  In addition, pursuant to the
  terms of a
  Registration Rights Agreement by and among the Company and certain former
  stockholders of InterActive, such stockholders have been granted the right to
  require the Company to register additional shares issued pursuant to the Merger
  Agreement under Federal and state securities laws under certain circumstances
  and at certain times.
  
       With the exception of the Chief Financial Officer of InterActive, each of
  the former stockholders of InterActive that was also an employee of InterActive
  has accepted employment with Siebel.  The Merger is intended to be a tax-free
  reorganization under the Internal Revenue Code of 1986, as amended, and will be
  accounted for as a purchase of InterActive by Siebel.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
  (c) Exhibits
  --- --------
  
  1.   Agreement and Plan of Merger and Reorganization among Siebel
       Systems, Inc., a Delaware corporation, INTW Acquisition Corp., a Delaware
       corporation, InterActive WorkPlace, Inc., a Delaware corporation and
       certain stockholders of InterActive WorkPlace, Inc., dated as of September
       13, 1997.
  
  2.   Form of Registration Rights Agreement between Siebel Systems, Inc. and
       certain stockholders (incorporated by reference to the Company's
       registration statement on Form S-3 (No. 333-36967)).
  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.
  
                                   SIEBEL SYSTEMS, INC.
  
  Dated:    October 16, 1997       By: /s/ Howard H. Graham
                                       ____________________________________
                                        Howard H. Graham
                                        Senior Vice President, Finance and
                                        Administration and Chief Financial Officer