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
                                          
                                   May 18, 1998
                               ____________________
  
                 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 of      (Commission              (I.R.S. Employer
           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
  
       Except for the historical information contained herein, this Current Report
  on Form 8-K (the "Report") contains forward-looking statements that involve
  risks and uncertainties, including the risk associated with the timely
  development and market acceptance of new products and upgrades to existing
  products, the impact of competitive products and pricing, and other risks
  detailed from time-to-time in the Siebel System, Inc.'s ("Siebel") filings with
  the Securities and Exchange Commission (SEC). In particular, see the section
  titled "Risk Factors" in Siebel's registration statement on Form S-4 (No. 333-
  48055) filed with the SEC on March 17, 1998 and Siebel's annual report on Form
  10-K filed on March 17, 1998.
  
       Syracuse Acquisition Sub, Inc. ("Merger Sub"), which was a wholly owned
  subsidiary of Siebel, was merged with and into Scopus Technology Inc., a
  California corporation ("Scopus"), pursuant to an Agreement and Plan of Merger
  and Reorganization, dated as of March 1, 1998, among Siebel, Merger Sub and
  Scopus (the "Agreement"). The terms of the Agreement were determined through
  arms' length negotiations between Siebel and Scopus.
  
       The merger of Merger Sub with and into Scopus (the "Merger") became
  effective at the time of the filing of an Agreement of Merger with the
  California Secretary of State on May 18, 1998 (the "Effective Time") after
  73.63% of the outstanding shares of Scopus common stock, par value $0.001 per
  share ("Scopus Common Stock"), approved the Agreement and the Merger and 74.59%
  of the outstanding shares of Siebel common stock, par value $0.001 per share
  ("Siebel Common Stock"), approved the issuance of Siebel Common Stock in
  connection with the Merger. Of the Scopus Common Stock eligible to vote on the
  Agreement and the Merger, 0.05% voted against the Agreement and the Merger and
  0.02% abstained. Of the Siebel Common Stock eligible to vote on the issuance of
  Siebel Common Stock in connection with the Merger, 0.11% voted against the
  issuance and 0.26% abstained. At the Effective Time: (i) Merger Sub ceased to
  exist; (ii) Scopus, as the surviving corporation in the Merger, became a wholly
  owned subsidiary of Siebel; and (iii) subject to the provisions of the Agreement
  relating to the payment of cash in lieu of fractional shares, each share of
  Scopus Common Stock outstanding immediately prior to the Effective Time was
  converted into the right to receive 0.7281 shares of Siebel Common Stock.
  
       In addition, pursuant to the Agreement, at the Effective Time, all rights
  with respect to Scopus options then outstanding, were converted into and became
  rights with respect to Siebel Common Stock, and Siebel assumed each such
  outstanding Scopus option in accordance with the terms of such option.  By
  virtue of the assumption by Siebel of such Scopus options, from and after the
  Effective Time:  (i) each Scopus 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 Scopus option is equal to the number of shares of
  Scopus Common Stock subject to such option immediately prior to the Effective
  Time multiplied by 0.7281 (the exchange ratio in the Merger), rounded down to
  the nearest whole share (with cash, less the applicable exercise price, being
  payable for any fraction of a share); and (iii) the per share exercise price
  under each such Scopus option was adjusted by dividing the per share exercise
  price under such Scopus option by 0.7281 and rounding up to the nearest cent.
  
       The former stockholders of Scopus are receiving approximately 15.1 million
  shares of Siebel Common Stock pursuant to the Merger. In addition, approximately
  2.6 million shares of
  
                                         2
  <PAGE>
   
  Siebel Common Stock may be issued in connection with the exercise of the Scopus
  options assumed by Siebel or the exercise of Siebel options issued to replace
  Scopus options in connection with the Merger.
  
       The Merger is intended to be a tax-free reorganization under the Internal
  Revenue Code of 1986, as amended, and is expected to be accounted for as a
  pooling of interests. A copy of the press release announcing the consummation of
  the Merger is attached hereto as Exhibit 99.1.
  
       Siebel is the world's leading supplier of Enterprise Relationship
  Management systems for organizations focused on increasing sales, marketing and
  customer service effectiveness in field sales, service organizations, telesales,
  telemarketing, call centers and third-party resellers. The company's Windows-
  based client/server software combines a standards-based open architecture with
  new and emerging technologies to enable exceptional scalability,
  configurability, functionality and performance. Siebel's corporate alliances
  include Andersen Consulting, Compaq Computer Corporation, Microsoft, Inc. and
  Price Waterhouse.
  
  
  ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
  
            (a)  Financial Statements of the Business Acquired
  
                 (1)  The required financial statements with respect to the
  acquired business referred to in Item 2 of this Report are incorporated by
  reference to such financial statements as filed with the Securities and Exchange
  Commission (the "Commission) by Scopus (Commission File Number 000-26948) in
  Scopus' Annual Report on Form 10-K for the fiscal year ended March 31, 1997 and
  in Scopus' Quarterly Reports on Form 10-Q for the quarterly periods ended June
  30, 1997, September 30, 1997 and December 31, 1997.
  
            (b)  Pro Forma Financial Information
  
                 (2)  The required pro forma financial information with respect to
  the acquired business referred to in Item 2 of this Report is incorporated by
  reference to such pro forma financial information as filed with the Commission
  by Siebel in the Registration Statement on Form S-4 (Registration No. 333-48055)
  on March 17, 1997.
  
            (c)  Exhibits
  
  EXHIBIT NO.    DESCRIPTION
  
  2.1            Agreement and Plan of Merger and Reorganization, dated as of
                 March 1, 1998, among Siebel Systems, Inc. a Delaware corporation,
                 Syracuse Acquisition Sub, Inc., a California corporation, and
                 Scopus Technology, Inc. a California corporation (incorporated by
                 reference to Exhibit 99.1 to Current Report on Form 8-K filed
                 with the Commission on March 16, 1998).
  
  23.1           Consent of Coopers & Lybrand L.L.P. (filed herewith).
  
                                         3
  <PAGE>
   
  99.1           Press Release of Siebel, dated May 18, 1998 (incorporated by
                 reference to Exhibit 99.1 to Current Report on Form 8-K filed
                 with the Commission on May 19, 1998).
  
                                         4
  <PAGE>
   
                                     SIGNATURE
  
       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.
  
  Date:  May 29, 1998
  
                                               By:   /s/ Howard H. Graham
                                                  ------------------------------
                                                     Howard H. Graham            
                                                     Senior Vice President,      
                                                     Finance and Administration  
                                                     and Chief Financial Officer  
  
                                         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
                                          
                                   May 18, 1998
                               ____________________
  
                 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 of      (Commission              (I.R.S. Employer
           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
  
       Except for the historical information contained herein, this Current Report
  on Form 8-K (the "Report") contains forward-looking statements that involve
  risks and uncertainties, including the risk associated with the timely
  development and market acceptance of new products and upgrades to existing
  products, the impact of competitive products and pricing, and other risks
  detailed from time-to-time in the Siebel System, Inc.'s ("Siebel") filings with
  the Securities and Exchange Commission (SEC). In particular, see the section
  titled "Risk Factors" in Siebel's registration statement on Form S-4 (No. 333-
  48055) filed with the SEC on March 17, 1998 and Siebel's annual report on Form
  10-K filed on March 17, 1998.
  
       Syracuse Acquisition Sub, Inc. ("Merger Sub"), which was a wholly owned
  subsidiary of Siebel, was merged with and into Scopus Technology Inc., a
  California corporation ("Scopus"), pursuant to an Agreement and Plan of Merger
  and Reorganization, dated as of March 1, 1998, among Siebel, Merger Sub and
  Scopus (the "Agreement"). The terms of the Agreement were determined through
  arms' length negotiations between Siebel and Scopus.
  
       The merger of Merger Sub with and into Scopus (the "Merger") became
  effective at the time of the filing of an Agreement of Merger with the
  California Secretary of State on May 18, 1998 (the "Effective Time") after
  73.63% of the outstanding shares of Scopus common stock, par value $0.001 per
  share ("Scopus Common Stock"), approved the Agreement and the Merger and 74.59%
  of the outstanding shares of Siebel common stock, par value $0.001 per share
  ("Siebel Common Stock"), approved the issuance of Siebel Common Stock in
  connection with the Merger. Of the Scopus Common Stock eligible to vote on the
  Agreement and the Merger, 0.05% voted against the Agreement and the Merger and
  0.02% abstained. Of the Siebel Common Stock eligible to vote on the issuance of
  Siebel Common Stock in connection with the Merger, 0.11% voted against the
  issuance and 0.26% abstained. At the Effective Time: (i) Merger Sub ceased to
  exist; (ii) Scopus, as the surviving corporation in the Merger, became a wholly
  owned subsidiary of Siebel; and (iii) subject to the provisions of the Agreement
  relating to the payment of cash in lieu of fractional shares, each share of
  Scopus Common Stock outstanding immediately prior to the Effective Time was
  converted into the right to receive 0.7281 shares of Siebel Common Stock.
  
       In addition, pursuant to the Agreement, at the Effective Time, all rights
  with respect to Scopus options then outstanding, were converted into and became
  rights with respect to Siebel Common Stock, and Siebel assumed each such
  outstanding Scopus option in accordance with the terms of such option.  By
  virtue of the assumption by Siebel of such Scopus options, from and after the
  Effective Time:  (i) each Scopus 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 Scopus option is equal to the number of shares of
  Scopus Common Stock subject to such option immediately prior to the Effective
  Time multiplied by 0.7281 (the exchange ratio in the Merger), rounded down to
  the nearest whole share (with cash, less the applicable exercise price, being
  payable for any fraction of a share); and (iii) the per share exercise price
  under each such Scopus option was adjusted by dividing the per share exercise
  price under such Scopus option by 0.7281 and rounding up to the nearest cent.
  
       The former stockholders of Scopus are receiving approximately 15.1 million
  shares of Siebel Common Stock pursuant to the Merger. In addition, approximately
  2.6 million shares of
  
                                         2
  Siebel Common Stock may be issued in connection with the exercise of the Scopus
  options assumed by Siebel or the exercise of Siebel options issued to replace
  Scopus options in connection with the Merger.
  
       The Merger is intended to be a tax-free reorganization under the Internal
  Revenue Code of 1986, as amended, and is expected to be accounted for as a
  pooling of interests. A copy of the press release announcing the consummation of
  the Merger is attached hereto as Exhibit 99.1.
  
       Siebel is the world's leading supplier of Enterprise Relationship
  Management systems for organizations focused on increasing sales, marketing and
  customer service effectiveness in field sales, service organizations, telesales,
  telemarketing, call centers and third-party resellers. The company's Windows-
  based client/server software combines a standards-based open architecture with
  new and emerging technologies to enable exceptional scalability,
  configurability, functionality and performance. Siebel's corporate alliances
  include Andersen Consulting, Compaq Computer Corporation, Microsoft, Inc. and
  Price Waterhouse.
  
  ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
            (a)  Financial Statements of the Business Acquired
  
                 (1)  The required financial statements with respect to the
  acquired business referred to in Item 2 of this Report are incorporated by
  reference to such financial statements as filed with the Securities and Exchange
  Commission (the "Commission) by Scopus (Commission File Number 000-26948) in
  Scopus' Annual Report on Form 10-K for the fiscal year ended March 31, 1997 and
  in Scopus' Quarterly Reports on Form 10-Q for the quarterly periods ended June
  30, 1997, September 30, 1997 and December 31, 1997.
  
            (b)  Pro Forma Financial Information
  
                 (2)  The required pro forma financial information with respect to
  the acquired business referred to in Item 2 of this Report is incorporated by
  reference to such pro forma financial information as filed with the Commission
  by Siebel in the Registration Statement on Form S-4 (Registration No. 333-48055)
  on March 17, 1997.
  
            (c)  Exhibits
  
  EXHIBIT NO.    DESCRIPTION
  
  2.1            Agreement and Plan of Merger and Reorganization, dated as of
                 March 1, 1998, among Siebel Systems, Inc. a Delaware corporation,
                 Syracuse Acquisition Sub, Inc., a California corporation, and
                 Scopus Technology, Inc. a California corporation (incorporated by
                 reference to Exhibit 99.1 to Current Report on Form 8-K filed
                 with the Commission on March 16, 1998).
  
  23.1           Consent of Coopers & Lybrand L.L.P. (filed herewith).
  
                                         3
  99.1           Press Release of Siebel, dated May 18, 1998 (incorporated by
                 reference to Exhibit 99.1 to Current Report on Form 8-K filed
                 with the Commission on May 19, 1998).
  
                                         4
  SIGNATURE
  
       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.
  
  Date:  May 29, 1998
  
                                               By:   /s/ Howard H. Graham
                                                  ------------------------------
                                                     Howard H. Graham            
                                                     Senior Vice President,      
                                                     Finance and Administration  
                                                     and Chief Financial Officer  
  
                                         5