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<font size="3"><B><p align="center">UNITED STATES</br>
SECURITIES AND EXCHANGE COMMISSION</br>
Washington, DC 20549</font></p></B>

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

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

<font size="3"><B><p align="center">
Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
</font></p></B>
<font size="3"><B><p align="center">
<U>   January 27, 2005</U>
</font></p></B>

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

<font size="5" color="#0000FF"><B><p align="center">
                 <u> SIEBEL SYSTEMS, INC.</u>
</B></font></br>
<font size="2">
             (Exact Name of Registrant as Specified in Charter)
</font></p>

<P>&nbsp;
<TABLE COLS=3 WIDTH="100%" >
<TR>
<TD>
<font size="3"><B>
<CENTER><u>Delaware</u></CENTER>
</font></B>
</TD>
<TD>
<font size="3"><B>
<CENTER><u>0-20725</u></CENTER>
</font></B>
</TD>
<TD>
<font size="3"><B>
<CENTER><u>94-3187233</u></CENTER>
</font></B>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>(State or Other Jurisdiction</CENTER>
<CENTER>of Incorporation)</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(Commission</CENTER>
<CENTER>File Number)</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(IRS Employer </CENTER>
<CENTER>Identification No.)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>


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

<font size="2">
                   (Address of Principal Executive Offices, Including Zip Code)
</font></p>

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

<font size="2">
             (Registrant's Telephone Number, Including Area Code)
</font></p>

<P ALIGN="CENTER">&nbsp;</P>
<FONT SIZE=2><P>Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):</P>
<P>[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)</P>
<P>[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)</P>
<P>[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))</P>
<P>[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>

</FONT>

<B><P>Item 2.02.  Results of Operations and Financial Condition.</P>
</B><P>On January 27, 2005, Siebel Systems, Inc. (the &quot;Company&quot;)
issued a press release announcing its financial results for the fourth quarter
ended December 31, 2004.  A copy of the press release, dated as of January 27,
2005, is furnished as <B>Exhibit 99.1</B> to this Current Report and is
incorporated in this Item 2.02 by reference.  The press release is furnished and
shall not be deemed &quot;filed&quot; for purposes of Section 18 of the
Securities Exchange Act of 1934 (the &quot;Exchange Act&quot;), or subject to
the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities
Act of 1933, as amended.</P>

<B><P>Item 4.02.  Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review. </P>
</B><P>(a)  During the fourth quarter of 2004, the Company determined that it
had not properly accounted for the impact of escalating lease payments in certain
of its facility leases for the years ended December 31, 1998 through 2003, for
each of the quarters in those years, and for each of the quarters in the nine
months ended September 30, 2004, resulting in an understatement of rent expense
in each of those periods and an overstatement of restructuring expense in
certain periods.  Accordingly, the Company's previously issued financial
statements covering such periods should no longer be relied upon.</P>

<P>While the Company believes the impact of this error is not material to any
previously issued financial statements, management determined that the
cumulative adjustment required to correct this calculation error was too large
to record in 2004, and voluntarily decided to correct the error through
restatement of previously issued financial statements.  The impact on the
Company's earnings per share for each affected period was less than $0.01 per
share.  The Company's management identified this error without the assistance or
involvement of any outside parties.</P>

<P>On January 26, 2005, the Company's audit committee discussed the conclusion
described above with the Company's management and KPMG LLP, the Company's
independent auditors.  KPMG informed the audit committee that it concurs with
the Company's conclusion described above.  The Company expects to file an
amended Form 10-K for the year ended December 31, 2003 within the next two
weeks.</P>

<P>A reconciliation of the Company's financial statements and certain selected
financial data, as originally reported, to the restated amounts is attached
hereto as Exhibit 99.2 and is incorporated in this Item 4.02(a) by reference.
The information in this Current Report shall not be incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.</P>
<B>
<P>Item 9.01.   Financial Statements and Exhibits.</P>
</B><P>(c) Exhibits. The following exhibits are filed herewith:
</P>

<TABLE BORDER=0 ALIGN="left" CELLSPACING=1 CELLPADDING=7 WIDTH=625>
<TR><TD WIDTH="15%" VALIGN="BOTTOM">
<P><B><FONT SIZE=2>
<U>Number</U>
</B></TD>
<TD WIDTH="85%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER"><B>
<u>Description</u>
</B></TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2>
<A HREF="exh99-1.htm">                            99.1</A>
</TD>
<TD WIDTH="100%" VALIGN="TOP">
<FONT SIZE=2><P>
Press release entitled "Siebel Systems Reports Financial Results for the Quarter and Year Ended December 31, 2004" dated January 27, 2005.
</TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2>
  <A HREF="exh99-2.htm">                           99.2</A>
</TD>
<TD WIDTH="100%" VALIGN="TOP">
<FONT SIZE=2><P>
Reconciliation of previously issued financial statements to the respective restated financial statements.
</TD>
</TR>
</TABLE>

<br>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<br>
<HR width="85%">
<br>
<br>
<br>
<B><P ALIGN="CENTER">SIGNATURE</P>
</B><P ALIGN="JUSTIFY"><Font size="2">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>

<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
<B>                                   SIEBEL SYSTEMS, INC.</B>
</TD></TR></TABLE>

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    <TD width="38%"></TD>
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  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
<I>(Registrant)</I>
</TD></TR></TABLE>


<FONT SIZE=2>
<p>Dated: January 27, 2005


<P>
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    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <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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    <TD width="38%"></TD>
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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>

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Form 8K doc
UNITED STATES
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
January 27, 2005
Date of Report (Date of earliest event reported)
SIEBEL SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
0-20725
94-3187233
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
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)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02.  Results of Operations and Financial Condition.
On January 27, 2005, Siebel Systems, Inc. (the "Company")
issued a press release announcing its financial results for the fourth quarter
ended December 31, 2004.  A copy of the press release, dated as of January 27,
2005, is furnished as
Exhibit 99.1
to this Current Report and is
incorporated in this Item 2.02 by reference.  The press release is furnished and
shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act"), or subject to
the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities
Act of 1933, as amended.
Item 4.02.  Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
(a)  During the fourth quarter of 2004, the Company determined that it
had not properly accounted for the impact of escalating lease payments in certain
of its facility leases for the years ended December 31, 1998 through 2003, for
each of the quarters in those years, and for each of the quarters in the nine
months ended September 30, 2004, resulting in an understatement of rent expense
in each of those periods and an overstatement of restructuring expense in
certain periods.  Accordingly, the Company's previously issued financial
statements covering such periods should no longer be relied upon.
While the Company believes the impact of this error is not material to any
previously issued financial statements, management determined that the
cumulative adjustment required to correct this calculation error was too large
to record in 2004, and voluntarily decided to correct the error through
restatement of previously issued financial statements.  The impact on the
Company's earnings per share for each affected period was less than $0.01 per
share.  The Company's management identified this error without the assistance or
involvement of any outside parties.
On January 26, 2005, the Company's audit committee discussed the conclusion
described above with the Company's management and KPMG LLP, the Company's
independent auditors.  KPMG informed the audit committee that it concurs with
the Company's conclusion described above.  The Company expects to file an
amended Form 10-K for the year ended December 31, 2003 within the next two
weeks.
A reconciliation of the Company's financial statements and certain selected
financial data, as originally reported, to the restated amounts is attached
hereto as Exhibit 99.2 and is incorporated in this Item 4.02(a) by reference.
The information in this Current Report shall not be incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
Item 9.01.   Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed herewith:
Number
Description
99.1
Press release entitled "Siebel Systems Reports Financial Results for the Quarter and Year Ended December 31, 2004" dated January 27, 2005.
99.2
Reconciliation of previously issued financial statements to the respective restated financial statements.
SIGNATURE
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: January 27, 2005
By:
/s/ Kenneth A. Goldman
Kenneth A. Goldman
Senior Vice President,
Finance and Administration
and Chief Financial Officer