content: <PAGE>
   
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  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 12, 1998
                                          
  
  
                            ASPECT DEVELOPMENT, INC.
             (Exact name of registrant as specified in its charter)
  
  
  
           DELAWARE                   0-20749                  25-1622857
  (State or other jurisdiction   (Commission File No.)       (IRS Employer 
       of incorporation)                                   Identification No.)
  
  
                              1300 CHARLESTON ROAD
                             MOUNTAIN VIEW, CA 94043
              (Address of principal executive offices and zip code)
                                          
   
       Registrant's telephone number, including area code: (650) 428-2700
  <PAGE>
   
  ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
  
  
  Effective November 12, 1998, Ernst & Young LLP has resigned as the Registrant's
  independent auditors. In connection with the audits of the Company's financial
  statements for each of the two fiscal years ended December 31, 1997 and in the
  subsequent interim period, there were no disagreements with Ernst & Young LLP on
  any matters of accounting principles or practices, financial statement
  disclosure, or auditing scope and procedures which, if not resolved to the
  satisfaction of Ernst & Young LLP would have caused Ernst & Young LLP to make
  reference to the matter in their report.  The reports of Ernst & Young LLP for
  the past two years did not contain an adverse opinion or a disclaimer of opinion
  and these reports were not qualified or modified as to uncertainty, audit scope,
  or accounting principles.
  
  In November 1997, the Registrant merged with CADIS, Inc., ("CADIS") in a
  transaction that was accounted for as a pooling of interests.  The financial
  statements of CADIS as of December 31, 1997 and 1996, and for each of the three
  years in the period ended December 31, 1997, were audited by Arthur Andersen LLP
  as indicated in their report dated January 20, 1998 and included in the
  Registrant's Annual Report on Form 10-KSB.
  
  Effective November 13, 1998, the Registrant has engaged Arthur Andersen LLP to
  audit the Registrant's consolidated financial statements for the fiscal year
  ending December 31, 1998.  The engagement of Arthur Andersen LLP has been
  approved by the Board of Directors of the Registrant.
  
  The Registrant has requested that Ernst & Young, LLP furnish it with a letter
  addressed to the Securities and Exchange Commission stating whether or not it
  agrees with the above statements.  Such letter is filed as Exhibit 16.1 hereto.
  
  
  ITEM 7.  EXHIBITS
  
  Exhibit 16.1  LETTER RE: CHANGE IN CERTIFYING ACCOUNTANT
  
  <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 hereto duly authorized.
  
  
                                     Aspect Development, Inc.
  
  
  
  November 16, 1998                   /s/ David S. Dury
                                     --------------------------------------------
                                     David S. Dury
                                     Vice President and Chief Financial Officer
                                     (Principal Financial and Accounting Officer)
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text: SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  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 12, 1998
                                          
  
                            ASPECT DEVELOPMENT, INC.
             (Exact name of registrant as specified in its charter)
  
           DELAWARE                   0-20749                  25-1622857
  (State or other jurisdiction   (Commission File No.)       (IRS Employer 
       of incorporation)                                   Identification No.)
  
                              1300 CHARLESTON ROAD
                             MOUNTAIN VIEW, CA 94043
              (Address of principal executive offices and zip code)
                                          
   
       Registrant's telephone number, including area code: (650) 428-2700
  ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
  
  Effective November 12, 1998, Ernst & Young LLP has resigned as the Registrant's
  independent auditors. In connection with the audits of the Company's financial
  statements for each of the two fiscal years ended December 31, 1997 and in the
  subsequent interim period, there were no disagreements with Ernst & Young LLP on
  any matters of accounting principles or practices, financial statement
  disclosure, or auditing scope and procedures which, if not resolved to the
  satisfaction of Ernst & Young LLP would have caused Ernst & Young LLP to make
  reference to the matter in their report.  The reports of Ernst & Young LLP for
  the past two years did not contain an adverse opinion or a disclaimer of opinion
  and these reports were not qualified or modified as to uncertainty, audit scope,
  or accounting principles.
  
  In November 1997, the Registrant merged with CADIS, Inc., ("CADIS") in a
  transaction that was accounted for as a pooling of interests.  The financial
  statements of CADIS as of December 31, 1997 and 1996, and for each of the three
  years in the period ended December 31, 1997, were audited by Arthur Andersen LLP
  as indicated in their report dated January 20, 1998 and included in the
  Registrant's Annual Report on Form 10-KSB.
  
  Effective November 13, 1998, the Registrant has engaged Arthur Andersen LLP to
  audit the Registrant's consolidated financial statements for the fiscal year
  ending December 31, 1998.  The engagement of Arthur Andersen LLP has been
  approved by the Board of Directors of the Registrant.
  
  The Registrant has requested that Ernst & Young, LLP furnish it with a letter
  addressed to the Securities and Exchange Commission stating whether or not it
  agrees with the above statements.  Such letter is filed as Exhibit 16.1 hereto.
  
  ITEM 7.  EXHIBITS
  
  Exhibit 16.1  LETTER RE: CHANGE IN CERTIFYING ACCOUNTANT
  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 hereto duly authorized.
  
                                     Aspect Development, Inc.
  
  November 16, 1998                   /s/ David S. Dury
                                     --------------------------------------------
                                     David S. Dury
                                     Vice President and Chief Financial Officer
                                     (Principal Financial and Accounting Officer)