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<p align="center"><font size="3"><strong>UNITED STATES</br>
SECURITIES AND EXCHANGE COMMISSION</br>
Washington, D.C. 20549</strong></font></p>

<br>
<HR WIDTH="25%">
<p align="center"><font size="3"><strong>FORM 8-K</strong></font></p>
<HR WIDTH="25%">
<br>

<p align="center"><font size="3"><strong>
   CURRENT REPORT
</strong></font></p>

<p align="center"><font size="3"><strong>
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
</strong></font></p>
<p align="center"><font size="3"><strong>
<U>August 29, 2002</U>
</strong></font></p>

<p align="center"><font size="2">
             Date of Report (Date of earliest event reported)
</font></p>

<p align="center"><font size="5" color="#0000FF"><strong>
                 <u> SIEBEL SYSTEMS, INC.</u>
</strong></font></br>
<font size="2">
             (Exact name of Registrant as specified in its charter)
</font></p>

<P>&nbsp;
<TABLE COLS=3 WIDTH="100%" >
<TR>
<TD>
<font size="3"><strong>
<CENTER><u>Delaware</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER><u>0-20725</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER><u>94-3187233</u></CENTER>
</font></strong>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>&nbsp; (State or other jurisdiction of incorporation or organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(Commission File Number)</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(IRS Employer Identification Number)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>


<p align="center"><font size="3"><strong>
                            2207 Bridgepointe Parkway<br>
                            <u>San Mateo, CA &nbsp; 94404
</strong></font></u><br>

<font size="2">
                   (Address of principal executive offices, including zip code)
</font></p>

<p align="center"><font size="3"><strong><u>
                                 (650) 477-5000
</strong></font></u><br>

<font size="2">
             (Registrant's telephone number, including area code)
</font></p>

<br>
<br>
<HR WIDTH="85%">
<br>
<br>

<B><P ALIGN="JUSTIFY">Item 5.&#9;  Other Events.</P>
</B><P ALIGN="JUSTIFY">On August 29, 2002, Siebel Systems, Inc. commenced an
offer to the employees of Siebel Systems and its subsidiaries to exchange
outstanding stock options with exercise prices equal to or greater than $40.00
per share for shares of its Common Stock, or in some cases, cash.  The offer is
designed to focus the efforts of our employees on growing the company and
driving stockholder value.  We have in the past granted stock options to provide
our employees with an opportunity to acquire or increase a financial interest in
Siebel Systems, thereby creating a stronger incentive to assist in achieving our
corporate goals, to attract, motivate and reward the most qualified employees,
and to strengthen the alignment of interests between our employees and
stockholders.  Many of these options, whether or not they are currently
exercisable, have exercise prices significantly higher than the current market
price of our Common Stock, and therefore may be unlikely to be exercised in the
near future.  We believe that providing our employees with the opportunity to
participate in the offer will improve employee morale and better align our
compensation programs with the interests of our stockholders.</P>
<P ALIGN="JUSTIFY">The following is intended to be a summary of the terms of the
offer.  Please see the Tender Offer Statement under Section 13(e) of the
Securities and Exchange Act of 1934 on Schedule TO (the &quot;Tender Offer
Documents&quot;), as filed with the Securities and Exchange Commission on the
date hereof, for more complete information regarding the offer.</P>
<B><P ALIGN="JUSTIFY">Eligible Options</P>
</B><P ALIGN="JUSTIFY">Employee stock options issued under the equity incentive
and stock option plans of Siebel Systems and its subsidiaries with exercise
prices equal to or greater than $40.00 per share will be eligible for tender by
eligible employees, as described below.  Options to purchase an aggregate of
31,950,301 shares are eligible for tender under the offer, representing
approximately 14% of our outstanding options.  Options that are tendered will be
cancelled and the shares of Common Stock otherwise issuable under those options
will be returned to the pool of shares available for grant under our equity
incentive and stock option plans.</P>
<B><P ALIGN="JUSTIFY">Consideration</P>
</B><P ALIGN="JUSTIFY">Eligible employees who participate in the offer will
receive, in exchange for the cancellation of tendered stock options,
consideration equal to the number of shares underlying such tendered stock
options, multiplied by $1.85.  If the total consideration due for all eligible
options tendered by an employee is less than $5,000, then we will pay the
employee in cash, less applicable tax withholdings.  If the total consideration
due for all eligible options tendered by an employee is at least $5,000, then we
will pay the employee in shares of our Common Stock, less applicable tax
withholdings.  The number of shares of our Common Stock so issued will be
determined by dividing the total consideration due (less the amount of
applicable tax withholdings) by the closing price of our Common Stock on
September 30, 2002, or such other date on which the offering period ends, if
extended.</P>
<B><P ALIGN="JUSTIFY">Holding Restrictions</P>
</B><P ALIGN="JUSTIFY">Although all shares issued will be fully vested, a
portion of the shares that is equal in value to fifty percent (50%) of the total consideration
on the date the offer is terminated will be subject to the
following holding restrictions:  </P>

<UL>
<P ALIGN="JUSTIFY"><LI>If the employee holds eligible options for fewer than
200,000 shares, then the shares subject to the holding restriction will be
released in equal annual installments over two years.</LI></P>
<P ALIGN="JUSTIFY"><LI>If the employee holds eligible options for at least
200,000 shares, but fewer than 400,000 shares, then the shares subject to the
holding restriction will be released in equal annual installments over three
years.  </LI></P>
<P ALIGN="JUSTIFY"><LI>If the employee holds eligible options for at least
400,000 shares, then the shares subject to the holding restriction will be
released in equal annual installments over four years.</LI></P></UL>

<P ALIGN="JUSTIFY">The remaining portion of the shares will not be subject to a
holding restriction.</P>
<B><P ALIGN="JUSTIFY">Eligible Employees</P>
</B><P ALIGN="JUSTIFY">Employees who are employees of Siebel Systems and
its subsidiaries as of August 29, 2002 and who continue to be employees through
the offer termination date of September 30, 2002, or such other date on which
the offer ends, are eligible to participate in the offer.  Employees who are
currently on a personal leave of absence and return to active status before the
date the offer terminates are eligible to participate in the offer.  Employees
who are currently on medical, maternity, worker's compensation, military or
other statutorily protected leave of absence are also eligible to participate in
the offer.  However, employees who are on a leave of absence for any other
reason or who resign or receive a notice of termination at any time before the
offer terminates are not eligible to participate in the offer.  In addition,
members of our Board of Directors, including officers who are directors (i.e.,
Thomas M. Siebel and Patricia A. House), are not eligible to participate in the
offer.</P>

<B><P ALIGN="JUSTIFY">Accounting Consequences</P></B>
<P ALIGN="JUSTIFY">Assuming all of the eligible options are tendered, we expect
to incur a fixed expense of approximately $63,600,000 in the period in which the
offer is completed, which is expected to be the quarter ended September 30,
2002.  This amount includes the total consideration, tax withholdings, associated employer taxes
and professional fees.  We expect the cash portion of this charge to total
approximately $27,500,000 and the non-cash portion to total approximately
$36,100,000, which represents the value of the estimated 3,610,000 shares of our
Common Stock to be issued (assuming a fair market value of our Common Stock on
the offer termination date of $10.00 per share).</P>
<B><P ALIGN="JUSTIFY">Modification and Termination</P>
</B><P ALIGN="JUSTIFY">We have the right to extend the time period of the offer
or modify its terms.  Please note that several events could each cause the offer
to be terminated, postponed or amended, including the occurrence of certain
legal or regulatory actions, a requirement that we extend the offer termination
date beyond September 30, 2002, a material change in our business, and other
events as described in the Tender Offer Documents.</P>
<P ALIGN="JUSTIFY">This Current Report includes forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. However, the safe harbors of Section 27A of the Securities Act and
21E of the Exchange Act do not apply to statements made in connection with this
Offer.  These forward-looking statements involve risks and uncertainties that
include, among others, those set forth in the Tender Offer Documents. More
information about factors that potentially could affect our financial results is
included in our filings with the SEC, including our Annual Report on Form 10-K
for the year ended December 31, 2001, and our Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 2002 and June 30, 2002.</P>

<br>
<br>
<HR width="85%">
<br>
<br>

</P><B><P ALIGN="CENTER">SIGNATURES</P>
</B><P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.</P>

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    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
<B>                                   SIEBEL SYSTEMS, INC.</B>
</TD></TR></TABLE>

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    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
<I>(Registrant)</I>
</TD></TR></TABLE>


<FONT SIZE=2>
<p>Dated: August 29, 2002


<P>
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    <TD>&nbsp;</TD>
    <TD><FONT SIZE=2>By:&nbsp;</TD>
                                                                                                            <TD align=left><FONT SIZE=2>
/s/ Kenneth A. Goldman
</TD></TR></TABLE>


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  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
Kenneth A. Goldman
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2><I>
                                    Senior Vice President,<br>
                                    Finance and Administration<br>
                                    and Chief Financial Officer
</I></TD></TR></TABLE></P>

<br>
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8.02 8K doc
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
August 29, 2002
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 incorporation or organization)
(Commission File Number)
(IRS Employer Identification Number)
2207 Bridgepointe Parkway
San Mateo, CA   94404
(Address of principal executive offices, including zip code)
(650) 477-5000
(Registrant's telephone number, including area code)
Item 5.	  Other Events.
On August 29, 2002, Siebel Systems, Inc. commenced an
offer to the employees of Siebel Systems and its subsidiaries to exchange
outstanding stock options with exercise prices equal to or greater than $40.00
per share for shares of its Common Stock, or in some cases, cash.  The offer is
designed to focus the efforts of our employees on growing the company and
driving stockholder value.  We have in the past granted stock options to provide
our employees with an opportunity to acquire or increase a financial interest in
Siebel Systems, thereby creating a stronger incentive to assist in achieving our
corporate goals, to attract, motivate and reward the most qualified employees,
and to strengthen the alignment of interests between our employees and
stockholders.  Many of these options, whether or not they are currently
exercisable, have exercise prices significantly higher than the current market
price of our Common Stock, and therefore may be unlikely to be exercised in the
near future.  We believe that providing our employees with the opportunity to
participate in the offer will improve employee morale and better align our
compensation programs with the interests of our stockholders.
The following is intended to be a summary of the terms of the
offer.  Please see the Tender Offer Statement under Section 13(e) of the
Securities and Exchange Act of 1934 on Schedule TO (the "Tender Offer
Documents"), as filed with the Securities and Exchange Commission on the
date hereof, for more complete information regarding the offer.
Eligible Options
Employee stock options issued under the equity incentive
and stock option plans of Siebel Systems and its subsidiaries with exercise
prices equal to or greater than $40.00 per share will be eligible for tender by
eligible employees, as described below.  Options to purchase an aggregate of
31,950,301 shares are eligible for tender under the offer, representing
approximately 14% of our outstanding options.  Options that are tendered will be
cancelled and the shares of Common Stock otherwise issuable under those options
will be returned to the pool of shares available for grant under our equity
incentive and stock option plans.
Consideration
Eligible employees who participate in the offer will
receive, in exchange for the cancellation of tendered stock options,
consideration equal to the number of shares underlying such tendered stock
options, multiplied by $1.85.  If the total consideration due for all eligible
options tendered by an employee is less than $5,000, then we will pay the
employee in cash, less applicable tax withholdings.  If the total consideration
due for all eligible options tendered by an employee is at least $5,000, then we
will pay the employee in shares of our Common Stock, less applicable tax
withholdings.  The number of shares of our Common Stock so issued will be
determined by dividing the total consideration due (less the amount of
applicable tax withholdings) by the closing price of our Common Stock on
September 30, 2002, or such other date on which the offering period ends, if
extended.
Holding Restrictions
Although all shares issued will be fully vested, a
portion of the shares that is equal in value to fifty percent (50%) of the total consideration
on the date the offer is terminated will be subject to the
following holding restrictions:
If the employee holds eligible options for fewer than
200,000 shares, then the shares subject to the holding restriction will be
released in equal annual installments over two years.
If the employee holds eligible options for at least
200,000 shares, but fewer than 400,000 shares, then the shares subject to the
holding restriction will be released in equal annual installments over three
years.
If the employee holds eligible options for at least
400,000 shares, then the shares subject to the holding restriction will be
released in equal annual installments over four years.
The remaining portion of the shares will not be subject to a
holding restriction.
Eligible Employees
Employees who are employees of Siebel Systems and
its subsidiaries as of August 29, 2002 and who continue to be employees through
the offer termination date of September 30, 2002, or such other date on which
the offer ends, are eligible to participate in the offer.  Employees who are
currently on a personal leave of absence and return to active status before the
date the offer terminates are eligible to participate in the offer.  Employees
who are currently on medical, maternity, worker's compensation, military or
other statutorily protected leave of absence are also eligible to participate in
the offer.  However, employees who are on a leave of absence for any other
reason or who resign or receive a notice of termination at any time before the
offer terminates are not eligible to participate in the offer.  In addition,
members of our Board of Directors, including officers who are directors (i.e.,
Thomas M. Siebel and Patricia A. House), are not eligible to participate in the
offer.
Accounting Consequences
Assuming all of the eligible options are tendered, we expect
to incur a fixed expense of approximately $63,600,000 in the period in which the
offer is completed, which is expected to be the quarter ended September 30,
2002.  This amount includes the total consideration, tax withholdings, associated employer taxes
and professional fees.  We expect the cash portion of this charge to total
approximately $27,500,000 and the non-cash portion to total approximately
$36,100,000, which represents the value of the estimated 3,610,000 shares of our
Common Stock to be issued (assuming a fair market value of our Common Stock on
the offer termination date of $10.00 per share).
Modification and Termination
We have the right to extend the time period of the offer
or modify its terms.  Please note that several events could each cause the offer
to be terminated, postponed or amended, including the occurrence of certain
legal or regulatory actions, a requirement that we extend the offer termination
date beyond September 30, 2002, a material change in our business, and other
events as described in the Tender Offer Documents.
This Current Report includes forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. However, the safe harbors of Section 27A of the Securities Act and
21E of the Exchange Act do not apply to statements made in connection with this
Offer.  These forward-looking statements involve risks and uncertainties that
include, among others, those set forth in the Tender Offer Documents. More
information about factors that potentially could affect our financial results is
included in our filings with the SEC, including our Annual Report on Form 10-K
for the year ended December 31, 2001, and our Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 2002 and June 30, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
SIEBEL SYSTEMS, INC.
(Registrant)
Dated: August 29, 2002
By:
/s/ Kenneth A. Goldman
Kenneth A. Goldman
Senior Vice President,
Finance and Administration
and Chief Financial Officer