As filed with the Securities and Exchange Commission on April 25, 1997
                                                    Registration No. 33-________
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

 
 
                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


                                    SPSS Inc.
             (Exact name of registrant as specified in its charter)
            Delaware                                             36-2815480
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)
                                                                     
                            444 North Michigan Avenue
                             Chicago, Illinois 60611
               (Address, of Principal Executive Offices)(Zip Code)

                              Amended and Restated
                           1995 Equity Incentive Plan
                             and an Option Agreement
                              (Full Title of Plan)

                                 Edward Hamburg
                        Senior Vice President, Corporate
                Operations, Chief Financial Officer and Secretary
                                    SPSS Inc.
                            444 North Michigan Avenue
                             Chicago, Illinois 60611
                     (Name and address of agent for service)
                                 (312) 329-2400
          (Telephone number, including area code, of agent for service)

                                   Copies To:
                              T. Stephen Dyer, Esq.
                                 Ross & Hardies
                            150 North Michigan Avenue
                             Chicago, Illinois 60601
                                 (312) 558-1000

                         CALCULATION OF REGISTRATION FEE

                                  Proposed         457(h)
    Title of          Amount       maximum        Proposed         Amount of
Securities to be      to be     offering price    aggregate       registration
   registered     registered(1) per share(2)   offering price(3)      fee

Common Stock,         532,375       $16.57       $8,819,593.75     $3,041.25
$.01 par value
================= ============= ==============  ================  ============


(1)  The  securities  being  registered  include a  maximum  of  397,375  shares
     issuable  upon the exercise of options  under the Amended and Restated 1995
     Equity  Incentive  Plan of SPSS Inc. and 135,000  shares  issuable upon the
     exercise of options under an Option Agreement,  assuming full participation
     of all employees under such plan.

(2)  This is the average  price  determined  by dividing the proposed  aggregate
     offering price by the amount of shares to be registered. 135,000 shares are
     issuable at an option  exercise price of $9.00 per share,  1,875 shares are
     issuable at an option  exercise  price of $14.75 per share,  150,500 shares
     are  issuable at an option  exercise  price of $25.125,  50,000  shares are
     issuable at an option  exercise  price of $18.875  and  195,000  shares are
     issuable at an option exercise price of $14.625 per share.

(3)  Solely for the purpose of calculating  the  registration  fee, the proposed
     aggregate  offering price has been estimated in accordance with Rule 457(h)
     promulgated under the Securities Act of 1933 (the "Act"). Accordingly,  the
     aggregate offering price and the fee have been computed based on the prices
     at which the options may be exercised.
 

<PAGE>

PROSPECTUS

426,943 Shares

SPSS INC.

Common Stock
($.01 Par Value)

         This  Prospectus  relates to the offer and sale of up to 245,000 shares
of the common stock, $.01 par value (the "Common Shares" or "Common Stock"),  of
SPSS Inc.  (the  "Company").  The Common  Shares  may be  offered by  particular
stockholders  of the Company (the "Selling  Stockholders")  from time to time in
transactions on the Nasdaq National  Market,  in negotiated  transactions,  or a
combination  of such methods of sale,  at fixed  prices that may be changed,  at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing market prices or at negotiated prices.  The Selling  Stockholders may
effect  such  transactions  by the  sale  of the  Common  Shares  to or  through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts,  concessions or commissions from the Selling  Stockholders and/or the
purchasers of the Common Shares for whom such broker-dealers may act as agent or
to whom they may sell as principal,  or both (which compensation to a particular
broker-dealer  might  be  in  excess  of  customary  commissions).  The  Selling
Stockholders  and any  broker-dealer  who  acts in  connection  with the sale of
Common  Shares  hereunder  may be  deemed to be  "underwriters"  as that term is
defined in the Securities Act of 1933, as amended (the  "Securities  Act"),  and
any commission received by them and profit on any resale of the Common Shares as
principal might be deemed to be underwriting discounts and commissions under the
Securities Act. See "Selling  Stockholders"  elsewhere in this  Prospectus.  The
Company will not receive any of the proceeds  from the sale of the Common Shares
by the Selling Stockholders.

         The Company's  Common Stock is traded and quoted on the Nasdaq National
Market under the symbol  "SPSS."  On April 24,  1997, the last sale price of the
Common Stock, as reported on the Nasdaq National Market, was $26.75 per share.

         The Company will bear all expenses (other than  underwriting  discounts
and selling  commissions,  and fees and expenses of counsel or other advisors to
the Selling  Stockholders)  in connection with the registration of the shares of
Common  Stock  being  offered  hereby,   which  expenses  are  estimated  to  be
approximately $28,402.

See "Selling Stockholders" elsewhere in this Prospectus.

         SEE "RISK  FACTORS" FOR A DISCUSSION OF CERTAIN  FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK.


                                      - 2 -

<PAGE>



THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                      ------------------------------------


                 The date of this Prospectus is April 25, 1997

                                      - 3 -

<PAGE>



                              AVAILABLE INFORMATION


         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  filed by the Company,  and the  Registration
Statement of which this  Prospectus  forms a part,  the  exhibits and  schedules
thereto  and  amendments  thereof,  may be  inspected  and  copied at the public
reference  facilities  maintained by the  Commission at 450 Fifth Street,  N.W.,
Room 1024, Judiciary Plaza, Washington,  D.C. 20549, and at the regional offices
of the  Commission  located at 7 World Trade Center,  13th Floor,  New York, New
York 10048 and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois  60661-2511.  Copies of such  material  can also be  obtained  from the
Public Reference Section of the Commission at 450 Fifth Street,  N.W., Judiciary
Plaza, Washington, D.C. 20549 at prescribed rates. The Company's Common Stock is
quoted  on the  Nasdaq  National  Market,  and  therefore  such  reports,  proxy
statements  and other  information  can also be  inspected at the offices of the
National  Association  of Securities  Dealers,  Inc.,  1735 K Street,  N.W., 3rd
Floor, Washington, D.C. 20006.

     Additional  information regarding the Company and the shares offered hereby
is  contained in the  Registration  Statement on Form S-8 filed and the exhibits
thereto (collectively,  the "Registration  Statement") filed with the Commission
under  the  Securities  Act of  1933,  as  amended  (the  "Securities  Act")  in
conjunction with this  Prospectus.  As permitted by the rules and regulations of
the  Commission,  this  Prospectus  does not contain all of the  information set
forth in the Registration Statement and the exhibits thereto, to which reference
is hereby made.  Statements  made in this  Prospectus  as to the contents of any
contract,  agreement or other document referred to are not necessarily complete.
With  respect to each such  contract,  agreement or other  document  filed as an
exhibit to the Registration  Statement,  reference is hereby made to the exhibit
for a more complete description of the matter involved,  and each such statement
will be  deemed  qualified  in its  entirety  by  such  reference.  For  further
information  with respect to the Company and the shares of Common Stock  offered
hereby, reference is hereby made to the Registration Statement, and the exhibits
thereto.

     SPSS, Categories, Neural Connection, SYSTAT, CLEAR, Scientific,  SigmaPlot,
SigmaStat,  SigmaScan  and SigmaGel are  registered  trademarks  of the Company.
SPSS/PC  +,  SPSS  Real  Stats.  Real  Easy.(TM),   BMDP(TM),   and  Jandel  are
unregistered  trademarks  of the Company,  and the trademark QI  Analyst(TM)  is
subject to a pending application for registration. This Prospectus also includes
trade names and marks of companies other than SPSS Inc.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company hereby  incorporates  by reference the following  documents
previously filed with the Commission:

               (a) The Company's  Annual Report on Form 10-K for the fiscal year
          ended December 31, 1996;

               (b) All other  reports  filed by the Company  pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934;

 
                                      - 4 -

<PAGE>




 
               (c) The description of the Company's Common Stock, $.01 par value
          (the  "Common  Stock"),   contained  in  the  Company's   Registration
          Statement  on Form 8-A  filed  with  Commission  on  August  4,  1993,
          pursuant to Section 12 of the Exchange Act; and

               (d) The Company's Proxy  Statement,  filed with the Commission on
          May 16, 1996, for its annual meeting of stockholders  held on June 19,
          1996,  except for the report of the Compensation  Committee  contained
          therein.

          All  reports  and other  documents  filed by the  Company  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this Prospectus and prior to the filing of a post-effective  amendment to the
Registration  Statement,  shall be deemed to be incorporated by reference in the
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any  statement  contained  herein or in a document  incorporated  or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained  herein,  or in any  subsequently  filed  document which also is or is
deemed to be  incorporated  by reference  herein,  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

         The Company will provide, without charge, to each person (including any
beneficial  owner) to whom this  Prospectus is  delivered,  upon written or oral
request of such person,  a copy of any and all of the information  that has been
incorporated  by reference in this  Prospectus  (not including  exhibits to such
information unless such exhibits are specifically incorporated by reference into
such information).  Such requests should be directed to: Edward Hamburg,  Senior
Vice President,  Corporate Operations, Chief Financial Officer and Secretary, at
the Company's principal executive offices at 444 North Michigan Avenue, Chicago,
Illinois 60611, telephone (312) 329-2400.



                                      - 5 -

<PAGE>



UNLESS THE CONTEXT OTHERWISE  REQUIRES,  REFERENCES IN THIS PROSPECTUS TO "SPSS"
AND THE  "COMPANY"  SHALL MEAN SPSS INC. A DELAWARE  CORPORATION,  ITS  ILLINOIS
PREDECESSOR AND ITS  SUBSIDIARIES,  COLLECTIVELY;  AND REFERENCES TO THE "COMMON
STOCK" SHALL MEAN SPSS INC.'S COMMON STOCK, PAR VALUE $ .01 PER SHARE.

                                   THE COMPANY

GENERAL

         SPSS Inc. ("the  Company") was  incorporated  in Illinois in 1975 under
the name "SPSS,  Inc." and was  reincorporated in Delaware in May 1993 under the
name "SPSS Inc." The Company  develops,  markets and supports an integrated line
of  statistical  software  products  that  enable  users  to  effectively  bring
marketplace and enterprise data to bear on decision-making. The primary users of
the  Company's  software are managers and data  analysts in corporate  settings,
government agencies and academic institutions. In addition to its widespread use
in survey analysis,  SPSS software also performs other types of market research,
as well as quality improvement analyses, scientific and engineering applications
and data reporting.  The current generation of SPSS Desktop products (as defined
herein)  features a  windows-based  point-and-click  graphical  user  interface,
sophisticated  statistical procedures,  data access and management capabilities,
report writing and integrated graphics. The Company's products provide extensive
analytical  capabilities not found in spreadsheets,  database management systems
or graphics packages.

         In its 21 years of operation,  SPSS has become a widely recognized name
in statistical  software.  The Company plans to leverage its current position to
take advantage of the increased demand for software  applications  that not only
provide ready access to the data that organizations  collect and store, but also
enable users to systematically  analyze,  interpret and present such information
for  use  in  decision-making.  Management  believes  that  ease-of-use  of  the
Company's  current  generation  products,  combined with the greater  processing
speed and storage capacity of the latest desktop  computers,  has  substantially
expanded the market for SPSS statistical software.

     In summer 1993,  the Company  completed  an initial  public  offering  (the
"IPO") of common stock, $.01 par value (the "Common Stock"). The Common Stock is
listed on the Nasdaq National Market under the symbol "SPSS". In early 1995, the
Company and certain selling  stockholders  sold 1,865,203 shares of Common Stock
in a public offering.

         The  Company  is  a  Delaware  corporation.   The  Company's  principal
executive  offices  are located at 444 N.  Michigan  Avenue,  Chicago,  Illinois
60611,  and its  telephone  number at its principal  executive  offices is (312)
329-2400.

SAFE HARBOR

     "Safe Harbor" Statement under the Private Securities  Litigation Reform Act
of 1995: With the exception of historical information,  the matters discussed in
this   Prospectus  are   forward-looking   statements  that  involve  risks  and
uncertainties including, but not limited to, market conditions,  competition and
other risks  indicated in the  Registration  Statement of which this  Prospectus
forms a part,  and the Company's  other filings with the Securities and Exchange
Commission  that could cause actual results to vary  materially  from the future
results indicated in such forward-looking statements.  No assurance can be given
that the  future  results  covered  by the  forward-looking  statements  will be
achieved.  Other factors could also cause actual results to vary materially from
the future results indicated in such forward-looking statements.

RECENT DEVELOPMENTS

         On  September  26,  1996,  SPSS  acquired  Clear   Software,   Inc.,  a
Massachusetts  corporation ("Clear  Software"),  for SPSS Common Stock valued at
approximately  $4.5 million in a merger accounted for as a pooling of interests.
Clear Software is a developer and marketer of process  management,  analysis and
documentation  software products,  including  allCLEAR,  a software package used
primarily for describing  complex business  processes using flowcharts and other
types of diagrams. Clear Software has more than 120,000 users, and its 1996

                                      - 6 -

<PAGE>



revenues  were  approximately  $3.2  million.  SPSS will continue to operate the
Clear   Software   business   from  the  Clear   Software   offices  in  Newton,
Massachusetts.

         SPSS believes that the acquisition of Clear Software  brings  important
technology  to the SPSS family of  products,  because  unlike most  flowcharting
packages, which are primarily drawing programs,  allCLEAR is built on a database
that enables users to develop an initial  diagram  faster,  make changes quickly
and easily and try different  views with a touch of a button.  Process  diagrams
are  often  important  precursors  to  statistical  analysis  as well as  useful
presentation  tools for business  process  re-engineering,  quality  improvement
analysis, process documentation and scientific research. Among the diagrams that
can be produced in allCLEAR are  presentation-quality  flowcharts,  process flow
diagrams, organizational charts, network diagrams and fishbone diagrams.

         SPSS  has  been  selling  Clear  Software's   software  products  since
September  1995,  when it  became a  value-added  reseller  of Clear  Software's
flagship  product,  allCLEAR III for Windows.  The two  companies  extended that
agreement  in  January  1996 to  include  CLEAR  Process,  a process  management
software  tool that gives users the  ability to easily  work with data,  such as
cost  information,  as they explore  process  re-engineering  alternatives.  The
Company  believes  that the  acquisition  of Clear  Software will enable SPSS to
expand the reach of Clear  Software's  products  with its greater  resources and
established distribution channels.

     On November 20, 1996, SPSS acquired the outstanding shares of capital stock
of Jandel  Corporation,  a California  corporation  ("Jandel"),  for SPSS Common
Stock valued at  approximately  $9.0  million,  in a merger  accounted  for as a
pooling of  interests.  Jandel is a  developer  and  marketer of  graphical  and
statistical software products used mainly in scientific applications. Jandel has
more than 25,000 users and its 1996  revenues were  approximately  $7.5 million.
SPSS will continue to operate the Jandel business from the Jandel offices in San
Rafael, California.

         The Company's acquisition of SYSTAT, Inc., ("SYSTAT") in September 1994
and BMDP Statistical  Software,  Inc.  ("BMDP") in December 1995 was part of its
strategy  to  establish  a separate  line of software  products  for  scientific
research.  This  strategy  enables the Company to direct its SPSS  product  line
towards  the  growing  market for data  mining  applications  and its QI Analyst
product line towards real-time quality improvement  applications.  The Company's
acquisition   of  Jandel  is  a   continuation   of  this  strategy  of  product
differentiation.

         Jandel develops,  markets and supports  microcomputer  software for the
analysis and  presentation of scientific  data.  Jandel's  products are designed
specifically  to meet the needs of research  scientists and engineers.  Jandel's
products  enable  scientists  and  engineers  to  collect,  analyze  and present
scientific  data.  Among the tasks  performed  by Jandel's  products are running
statistical  tests on research  data,  automatically  taking  measurements  from
photographs,  maps and other visual images and analyzing and  manipulating  that
data,  determining  the  mathematical  formula that most closely matches graphed
data curves, and creating  publication-quality  graphs and charts for scientific
journal articles.

         SPSS  believes  that the  merger  with  Jandel  will  offer a number of
benefits  including,  expansion of the SPSS  scientific  products  business to a
critical  mass;  a position  of  leadership  in the market for  scientific  data
analysis  products,  as Jandel is a leading vendor in this area; a comprehensive
set of  software  offerings  to  more  effectively  address  a  wider  range  of
scientific  research  applications;  and an opportunity to further  leverage the
Company's worldwide sales channels.

         In January  1997,  the Company  entered into the Banta  Global  Turnkey
Software  Distribution  Agreement  (the  "Banta  Agreement"),  under which Banta
Global Turnkey ("Banta")  manufactures,  packages, and distributes the Company's
software  products to the  Company's  domestic and  international  customers and
certain  international  subsidiaries.  The Banta Agreement has a three-year term
and automatically  renews thereafter for successive  periods of one year. Either
party may terminate the Banta Agreement with 180 days' written notice;  however,
if Banta  terminates  for  convenience  or for any other reason  (other than for
cause),  then during the 180-day  notice period Banta will assist the Company in
finding a new vendor.  Either party may terminate the Banta  Agreement for cause
by written notice only if the other materially breaches its obligations.  Such a
termination notice for cause must specifically identify the breach (or breaches)
upon  which it is based  and will be  effective  180 days  after  the  notice is
received by the other party, unless the breach(es) is (are) corrected during the
180 days.


                                     - 7 -
<PAGE>



                                  RISK FACTORS


      In addition to the other  information  in this  Prospectus,  the following
risk  factors  should  be  considered   carefully  by  potential  purchasers  in
evaluating an investment in the Common Stock offered hereby.

     Fluctuations  in  Quarterly  Operating  Results.  The  Company's  quarterly
operating  results  can  be  subject  to  fluctuation  due to  several  factors,
including   the  number  and  timing  of  product   updates   and  new   product
introductions,  delays  in  product  development  and  introduction,  purchasing
schedules of its customers,  changes in foreign currency exchange rates, product
and market development expenditures, the timing of product shipments, changes in
product mix, timing and cost of acquisitions  and general  economic  conditions.
Because  the  Company's  expense  levels  are to a  large  extent  based  on its
forecasts of future  revenues,  operating  results may be adversely  affected if
such revenues fall below  expectations.  Accordingly,  the Company believes that
quarter-to-quarter   comparisons  of  its  results  of  operations  may  not  be
meaningful and should not be relied upon as an indication of future performance.
The Company has  historically  operated  with very  little  backlog  because its
products are generally shipped as orders are received. As a result,  revenues in
any  quarter  are  dependent  on orders  shipped  and  licenses  renewed in that
quarter. The Company has experienced a seasonal pattern in its operating results
with the fourth  quarter  typically  having the highest  operating  income.  For
example,  excluding acquisition and other non-recurring  charges, the percentage
of the  Company's  operating  income  realized in the fourth  quarter was 41% in
1994,  41% in 1995 and 38% in 1996.  In  addition,  the timing and amount of the
Company's  revenues are subject to a number of factors that make  estimation  of
operating results prior to the end of a quarter uncertain. A significant portion
of  the  Company's   operating   expenses  are  relatively  fixed,  and  planned
expenditures are based primarily on revenue forecasts. More specifically, in the
fourth quarter,  the variable profit margins on modest increases in sales volume
at the end of the quarter are  significant.  Should the Company  fail to achieve
such fourth quarter revenue increases, net income for the fourth quarter and the
full year could be materially affected.  Generally,  if revenues do not meet the
Company's expectations in any given quarter, operating results will be adversely
affected. Although the Company had been profitable in each of the seven quarters
up to and including the quarter ending June 30, 1994, the Company  experienced a
net loss of $331,000 in the third quarter of 1994 due to a one-time write-off of
$1,928,000 for acquired and in-process technology and other  acquisition-related
charges  recorded in connection with the Company's  acquisition of SYSTAT,  Inc.
("SYSTAT"). The Company has been profitable in the nine quarters ending December
31, 1994  through  December 31, 1996.  However,  there can be no assurance  that
profitability on a quarterly or annual basis can be achieved or sustained in the
future.

      Dependence  on a Single  Product  Category;  Declining  Sales  of  Certain
Products.  The Company derives  substantially  all of its product  revenues from
licenses of  statistical  software.  Accordingly,  any decline in revenues  from
licenses of the  Company's  statistical  software,  or  reduction  in demand for
statistical  software  generally,  could have a material  adverse  effect on the
Company.

     In recent years SPSS has experienced a significant  shift in the sources of
its revenues.  Historically, the Company derived a large portion of its revenues
from licenses of its mainframe and minicomputer ("Large Systems") products. As a
result of the  general  shift by  computer  users from Large  Systems to desktop
computers, the Company has experienced an ongoing decline in revenues from Large
Systems products in the last several years,  although this decline has generally
lessened in recent quarters.  Revenues from Large Systems licenses declined from
approximately  30% in 1992 to 13% in  1996,  while  sales  of  desktop  products
increased from 61% in 1992 to 79% in 1996,  although revenues from Large Systems
licenses only declined from $10.8 million to $10.7 million from 1994 to 1995 and
remained flat in 1996.  Management is unable to predict the  continuing  rate of
decline on Large Systems licenses,  if any. Revenues from the Company's products
for desktop computers ("Desktop products") now account for nearly three-quarters
of the Company's revenues and this percentage may continue to increase.


                                      - 8 -

<PAGE>



      Rapid   Technological   Change.   The   computer   software   industry  is
characterized by rapid technological advances, changes in customer requirements,
frequent  product  enhancements  and new product  introductions.  The  Company's
future success will depend upon its ability to enhance its existing products and
introduce new products that keep pace with technological  developments,  respond
to evolving customer requirements and achieve market acceptance.  In particular,
the Company  believes it must  continue to respond  quickly to users'  needs for
greater  functionality,  improved  usability  and support for new  hardware  and
operating  systems.  Any  failure  by  the  Company  to  respond  adequately  to
technological developments and customer requirements,  or any significant delays
in product development or introduction, could result in loss of revenues. In the
past, the Company has, on occasion,  experienced  delays in the  introduction of
new  products  and product  enhancements,  primarily  due to  difficulties  with
particular  operating  environments and problems with software provided by third
parties. The extent of these delays has varied depending upon the size and scope
of the project and the nature of the problems encountered. Such delays have most
often  resulted from "bugs"  encountered  in working with new and/or  beta-stage
versions  of  operating  systems and other  third  party  software,  and bugs or
unexpected  difficulties  in existing  third  party  software  which  complicate
integration  with the  Company's  software.  From time to time,  the Company has
discovered bugs in its products which are resolved through maintenance  releases
or through periodic updates depending upon the seriousness of the defect.  There
can be no  assurance  that the Company  will be  successful  in  developing  and
marketing  new  products or product  enhancements  on a timely basis or that the
Company will not experience significant delays or defects in its products in the
future,  which could have a material adverse effect on the Company. In addition,
there can be no assurance that new products or product enhancements developed by
the Company will achieve market  acceptance or that  developments by others will
not render the Company's products or technologies obsolete or noncompetitive.

     International Operations. The Company's revenues from operations outside of
North America accounted for approximately  45%, 50% and 50% of the Company's net
revenues in 1994, 1995 and 1996, respectively. The Company expects that revenues
from  international  operations will continue to represent a large percentage of
its net revenues and that this  percentage  may  increase,  particularly  as the
Company  further  "localizes"  the SPSS product line by translating its products
into  additional  languages.  International  revenues are subject to a number of
risks, including greater difficulties in accounts receivable collection,  longer
payment  cycles,  exposure  to currency  fluctuations,  political  and  economic
instability and the burdens of complying with a wide variety of foreign laws and
regulatory requirements. The Company also believes that it is exposed to greater
levels of  software  piracy  in  international  markets  because  of the  weaker
protection afforded to intellectual property in some foreign  jurisdictions.  As
the Company  expands its  international  operations,  the risks  described above
could increase and, could have a material adverse effect on the Company.

      Potential Volatility of Stock Price. There has been significant volatility
in the  market  prices  of  securities  of  technology  companies  and  in  some
instances,  such  volatility has been unrelated to the operating  performance of
such companies. Market fluctuations may adversely affect the price of the Common
Stock.  The Company also believes  factors such as announcements of new products
by the Company or its competitors,  quarterly  variations in financial  results,
recommendations  and reports of analysts and other factors  beyond the Company's
control  could  cause  the  market  price  of  the  Common  Stock  to  fluctuate
substantially.

      Reliance on Relationships with Third Parties. The Company licenses certain
software from third parties.  Some of this licensed  software is embedded in the
Company's products, and some is offered as add-on products. If such licenses are
discontinued, or become invalid or unenforceable, there can be no assurance that
the Company will be able to develop substitutes for this software  independently
or to obtain alternative  sources in a timely manner. Any delays in obtaining or
developing  substitutes  for  licensed  software  could have a material  adverse
effect on the Company.

     In  February  1993,  the  Company  entered  into  an  exclusive,  worldwide
agreement (the "Prentice Hall  Agreement")  with Prentice Hall, Inc.  ("Prentice
Hall") under which Prentice Hall publishes and  distributes  the student version
of the Company's  software and all of the Company's  publications.  As a result,
the Company is

                                      - 9 -

<PAGE>



dependent on Prentice  Hall for the  development  and support of the markets for
student software and its  publications.  The failure of Prentice Hall to perform
its  obligations  under the  Prentice  Hall  Agreement  adequately  could have a
material adverse effect on the Company.

     In  February  1993,  the  Company  entered  into  a  Software  Distribution
Agreement  (the  "IBM  Software  Distribution   Agreement")  with  International
Business  Machines  Corporation  ("IBM")  under  which  IBM is  responsible  for
manufacturing and packaging the Company's  products and distributing them to the
Company's  domestic and European  customers.  In January 1997,  the IBM Software
agreement was replaced with a similar  agreement  with Banta.  If Banta fails to
adequately perform its obligations under this agreement,  or if the agreement is
terminated,  the  Company's  operating  results  could be  materially  adversely
effected.

      Changes in Public  Expenditures  and Overall  Economic  Activity Levels. A
significant  portion  of the  Company's  revenues  comes  from  licenses  of its
products  directly to foreign and  domestic  government  entities.  In addition,
significant  amounts of the  Company's  revenues  come from licenses to academic
institutions,  healthcare  organizations  and private  businesses which contract
with or are funded by government entities.  Government  appropriations processes
are often  slow,  unpredictable  and subject to factors  outside  the  Company's
control. In addition, proposals are currently being made in certain countries to
reduce   government   spending.   Reductions  in  government   expenditures  and
termination or  renegotiation of  government-funded  programs or contracts could
have a material adverse effect on the Company. In addition,  declines in overall
levels of economic  activity  could also have a material  adverse  impact on the
Company.

      Competition.  The  market  for the  statistical  software  is both  highly
competitive  and  fragmented.  The Company  primarily  competes with one general
statistical software provider which is larger and has greater resources than the
Company,  as  well  as  with  numerous  other  companies  offering   statistical
applications  software,  many  of  which  offer  products  focused  on  specific
statistical applications. The Company considers its primary worldwide competitor
to be the larger and better-financed SAS Institute ("SAS"), although the Company
believes that SAS's revenues are derived principally from products that are used
for  purposes  other than  statistics  and operate on large  systems  platforms.
StatSoft Inc., developers of the Statistica product ("Statistica"),  Manugistics
Group, Inc., distributors of the Statgraphics Plus product ("Statgraphics"), and
Minitab,  Inc. ("Minitab") are also competitors,  although their annual revenues
from these  statistical  products are believed to be considerably  less than the
revenues of SPSS.

      In the  future,  SPSS may face  competition  from  new  entrants  into the
statistical software market. The Company could also experience  competition from
companies in other sectors of the broader market for data  management,  analysis
and  presentation  software,   such  as  providers  of  spreadsheets,   database
management  systems,  report writers and executive  information  systems.  These
companies  have  added,  or  in  the  future  may  add,   statistical   analysis
capabilities to their products.  Many of these companies have  significant  name
recognition,  as well as  substantially  greater  capital  resources,  marketing
experience and research and development capabilities than the Company. There can
be no  assurance  that the Company  will have  sufficient  resources to make the
necessary  investment in research and  development  and sales and marketing,  or
that the  Company  will  otherwise  be able to make the  technological  advances
necessary to maintain or enhance its competitive position.  The Company's future
success will also depend  significantly upon its ability to continue to sell its
Desktop  products,  to attract new customers  looking for more  sophisticated or
powerful  software  and to  introduce  additional  add-on  products  to existing
customers.  There can be no  assurance  that the Company will be able to compete
successfully in the future.

      Dependence  on Key  Personnel.  The Company is dependent on the efforts of
certain  executives  and  key  employees,  including  its  President  and  Chief
Executive Officer,  Jack Noonan. The Company's  continued success will depend in
part  on  its  ability  to  attract  and  retain  highly  qualified   technical,
managerial, sales, marketing and other personnel. Competition for such personnel
is intense.  There can be no assurance that the Company will be able to continue
to attract or retain such highly qualified personnel. No life insurance policies
are maintained on the Company's key personnel.


                                     - 10 -

<PAGE>



      Intellectual  Property;  Proprietary  Rights.  The statistical  algorithms
incorporated in the Company's software are not proprietary. The Company believes
that the proprietary technology constituting a portion of the Company's software
determines the speed and quality of displaying the results of computations,  the
connectivity of the Company's products with third party software and the ease of
use of its products.  The Company's success will depend, in part, on its ability
to protect the  proprietary  aspects of its  products.  The Company  attempts to
protect  its   proprietary   software   with  trade  secret  laws  and  internal
nondisclosure   safeguards,   as  well  as  copyright  and  trademark  laws  and
contractual  restrictions on copying,  disclosure and  transferability  that are
incorporated  into its software  license  agreements.  The Company  licenses its
software only in the form of executable code, with  contractual  restrictions on
copying, disclosures and transferability. Except for licenses of its products to
users of Large System products and annual licenses of its Desktop products,  the
Company  licenses its products to  end-users by use of a  "shrink-wrap"  license
that  is not  signed  by  licensees,  as is  customary  in the  industry.  It is
uncertain whether such license  agreements are legally  enforceable.  The source
code for all of the  Company's  products is  protected  as a trade secret and as
unpublished  copyrighted  work.  In  addition,  the  Company  has  entered  into
confidentiality  and  nondisclosure  agreements with its key employees.  Despite
these restrictions,  it may be possible for competitors or users to copy aspects
of the Company's  products or to obtain information which the Company regards as
a trade  secret.  The  Company  has no  patents,  and  judicial  enforcement  of
copyright  laws  may  be  uncertain,  particularly  outside  of  North  America.
Preventing  unauthorized  use of computer  software is  difficult,  and software
piracy  is  expected  to be a  persistent  problem  for  the  packaged  software
industry.  These problems may be particularly acute in international markets. In
addition,  the laws of certain countries in which the Company's  products are or
may be licensed do not protect the Company's products and intellectual  property
rights  to the  same  extent  as the  laws of the  United  States.  Despite  the
precautions  taken by the  Company,  it may be possible for  unauthorized  third
parties to reverse  engineer  or copy the  Company's  products or obtain and use
information  that the Company regards as proprietary.  There can be no assurance
that the steps taken by the Company to protect  its  proprietary  rights will be
adequate to prevent misappropriation of its technology.

      Although  the  Company's  products  have  never  been  the  subject  of an
infringement claim, there can be no assurance that third parties will not assert
infringement claims against the Company in the future or that any such assertion
will not result in costly  litigation or require the Company to obtain a license
to use the  intellectual  property of third  parties.  There can be no assurance
that such licenses will be available on reasonable  terms,  or at all. There can
also be no  assurance  that the  Company's  competitors  will not  independently
develop  technologies  that are  substantially  equivalent  or  superior  to the
Company's technologies.

      Control by Existing Stockholders; Antitakeover Effects. As of December 31,
1996,  the  Company's   executive  officers  and  directors  owned  beneficially
approximately 22.2% of the outstanding shares of Common Stock. The Norman H. Nie
Revocable Trust Dated March 15, 1991 (the "Nie Trust") and affiliates of the Nie
Trust, are entitled to nominate a director for inclusion in the management slate
for election to the Board so long as the Nie Trust continues to own no less than
12.5% of the  outstanding  shares of Common Stock.  As of December 31, 1996, the
Nie Trust and affiliates of the Nie Trust beneficially owned approximately 15.9%
of the  outstanding  shares  of  Common  Stock.  The  Company's  Certificate  of
Incorporation  and Bylaws contain a number of provisions,  including  provisions
requiring  an 80% super  majority  stockholder  approval of certain  actions and
provisions for a classified Board of Directors, which would make the acquisition
of the Company,  by means of an  unsolicited  tender  offer,  a proxy contest or
otherwise, more difficult or impossible.

      Shares  Eligible  for Future Sale.  As of December  31,  1996,  there were
vested  options  outstanding  held by  management to purchase  approximately  an
additional  536,573 shares of SPSS Common Stock and unvested options to purchase
approximately an additional 140,370 shares of SPSS Common Stock, with an average
exercise  price of $5.81 per share.  The  Company has also  established  a stock
purchase plan available to employees of the Company,  which permits employees to
acquire  shares of SPSS  Common  Stock at the end of each  quarter at 85% of the
market price of SPSS Common Stock as of such date.


                                     - 11 -

<PAGE>



     In  addition  to the  Company's  currently  outstanding  shares  and  those
issuable to employees as described above,  the Company has issued  approximately
339,000  shares of SPSS Common  Stock to Jandel's  shareholders.  Such shares of
SPSS Common Stock will generally be available for resale.

      No prediction can be made as to the effect,  if any, that future sales, or
the  availability  of shares of Common Stock for future sales,  will have on the
market price prevailing from time to time. Sales of substantial  amounts of SPSS
Common  Stock by the Company or by  shareholders,  or the  perception  that such
sales may occur, could adversely affect prevailing market prices for SPSS Common
Stock.

     Accumulated  Deficit. The Company had an accumulated deficit of $14,312,000
as of December 31, 1996.

                                     - 12 -

<PAGE>



                              SELLING STOCKHOLDERS

     The  following  table  sets  forth the  number  of  shares of Common  Stock
beneficially  owned by each Selling  Stockholder  as of March 21, 1997,  the
number  of  shares  of  Common  Stock  that  may  be  offered  for  the  Selling
Stockholder's  account  and  based on the  number  of  shares  of  Common  Stock
beneficially  owned as of March 21,  1997,  the  percentage  of the shares of
Common Stock to be beneficially owned by such Selling  Stockholder if they elect
to sell all of their Shares of Common Stock that are available for sale.





<TABLE>
<CAPTION>
                                                                                                 Shares of Common
                                                                                                   Stock To Be
                                                                        Maximum Number of       Beneficially Owned
                                                        Shares of       Shares Available       Assuming Sale of All
                                                      Common Stock        To Be Sold           Shares Available For
Name of Selling                                  Beneficially Owned        Pursuant             Sale Hereunder(2)
  Stockholder                                   As of March 21, 1997       Hereto(1)            Number        Percent

Norman H. Nie, individually, as Trustee
  of the Norman H. Nie Trust and as a
  Director and President of the Norman
<S>                                                <C>                     <C>               <C>              <C>  
  and Carol Nie Foundation(3)                      1,174,545               10,000            1,164,545        15.0%
Jack Noonan(4)                                       186,159               70,000              116,159         1.5%
Edward Hamburg(5)                                    100,804               25,000               75,804         1.0%
Louise E. Rehling(6)                                  88,517               25,000               63,517            *
Mark Battaglia(7)                                     71,187               25,000               46,187            *
Susan Phelan(8)                                       71,063               25,000               46,063            *
Ian Durell(9)                                         55,804               25,000               30,804            *
Merritt Lutz (10)                                     21,751               10,000               11,751            *
Bernard Goldstein (11)                                33,641               10,000               23,641            *
Fredric Harman (12)                                    2,966               10,000                 -               *
                                                      
</TABLE>

*  The percentage of shares beneficially owned does not exceed 1% of the class.


(1)  Assumes all options are  exercisable.  Such  options  vest over a four year
     period from the date of grant.  Options were granted to Executive  Officers
     with a grant date of February 16,  1996.  Options were granted to Directors
     with a grant date of January 2, 1996.

(2)  Based upon the number of Shares of Common  Stock  outstanding  on March 21,
     1997.  Assumes all stock that may be offered pursuant to this Prospectus is
     sold, and no other shares  beneficially  owned by the Selling  Stockholders
     are sold.

(3)  Includes 72,912 shares which are subject to currently  exercisable options;
     110,433 shares held of record by the Norman and Carol Nie  Foundation  (the
     "Nie Foundation");  and 991,200 shares held by the Nie Trust. Professor Nie
     shares voting and investment  power over the 110,433 shares held by the Nie
     Foundation with Carol Nie. Dr. Nie is Chairman of the Board of the Company.

(4)  Includes  179,740  shares  subject to currently  exercisable  options.  Mr.
     Noonan is the  President,  Chief  Executive  Oficer and a  Director  of the
     Company.

(5)  Includes  90,804  shares  subject to  currently  exercisable  options.  Mr.
     Hamburg is Senior Vice  President,  Corporate  Operations,  Chief Financial
     Officer and Secretary of the Company.

(6)  Includes 84,137 shares subject to currently  exercisable options.  Includes
     200 shares held in the Stella S. Hechtman Trust (the "Trust").  Ms. Rehling
     is the Trustee and has voting and investment power over the 200 shares held
     in the Trust.  She  disclaims  beneficial  ownership of these  shares.  Ms.
     Rehling is Senior Vice President, Product Development of the Company.

(7)  Includes  70,804  shares  subject to  currently  exercisable  options.  Mr.
     Battaglia is Vice President, Corporate Marketing of the Company.

(8)  Includes 69,138 shares subject to currently exercisable options. Ms. Phelan
     is Vice President, Domestic Sales and Services of the Company.

(9)  Mr. Durrell is the beneficial owner of these shares which consist solely of
     55,804 shares subject to currently exercisable options. Mr. Durrell is Vice
     President, International of the Company.

(10) Includes 2,918 shares subject to currently exercisable options. Mr. Lutz is
     a Director of the Company.

(11) Includes  2,918  shares  subject  to  currently  exercisable  options.  Mr.
     Goldstein is a Director of the Company.

(12) Includes 2,918 shares subject to currently  exercisable options. Mr. Harman
     is a Director of the Company.

                                     - 13 -
<PAGE>

                                 USE OF PROCEEDS

          The Company will not receive any  proceeds  from the  registration  or
sale of the shares of Common Stock offered hereby.

                        DIVIDEND POLICY AND RESTRICTIONS

          The Company has never declared any cash dividends or  distributions on
its  capital  stock  and  does  not  anticipate  paying  cash  dividends  in the
foreseeable  future. The Company currently intends to retain its future earnings
to fund ongoing operations and future capital requirements of its business.

                              PLAN OF DISTRIBUTION

          The Common Stock may be offered by the Selling  Stockholders from time
to  time  in  transactions  on  the  Nasdaq  National   Market,   in  negotiated
transactions, or a combination of such methods of sale, at fixed prices that may
be changed,  at market prices  prevailing at the time of sale, at prices related
to  such  prevailing  market  prices  or  at  negotiated   prices.  The  Selling
Stockholders may effect such transactions by the sale of the Common Stock

                                     - 14 -

<PAGE>



to or through  broker-dealers,  and such broker-dealers may receive compensation
in  the  form  of  discounts,   concessions  or  commissions  from  the  selling
Stockholders   and/or  the   purchasers  of  the  Common  Stock  for  whom  such
broker-dealers  may act as agent or to whom they may sell as principal,  or both
(which  compensation  to a  particular  broker-dealer  might  be  in  excess  of
customary commissions).  The Selling Stockholders and any broker-dealer who acts
in  connection  with the sale of  Common  Stock  hereunder  may be  deemed to be
"underwriters" as that term is defined in the Securities Act, and any commission
received by them and profit on any resale of the Common Stock as principal might
be deemed to be underwriting discounts and commissions under the Securities Act.

          No prediction can be made as to the effect, if any, that future sales,
or the availability of shares of Common Stock for future sales, will have on the
market price  prevailing from time to time. See "RISK FACTORS -- Shares Eligible
for Future Sale" elsewhere in this Prospectus.

                                  LEGAL MATTERS

          The  validity of the shares of Common  Stock is being  passed upon for
the Company by Ross & Hardies, Chicago, Illinois.



                                     EXPERTS

     The consolidated  financial  statements of SPSS Inc. and subsidiaries as of
December  31, 1996 and 1995 and for each of the three years in the period  ended
December 31, 1996, have been incorporated by reference herein from the Company's
Annual  Report on Form 10-K for the  fiscal  year  ended  December  31,  1996 in
reliance upon the report of KPMG Peat Marwick LLP, independent  certified public
accountants,  incorporated by reference  herein,  and upon the authority of said
firm as experts in accounting and auditing.



                                      -15-

 
<PAGE>
    


         NO DEALER,  SALESMAN OR OTHER  PERSON HAS BEEN  AUTHORIZED  TO GIVE ANY
INFORMATION OR TO MAKE ANY  REPRESENTATIONS  OTHER THAN THOSE  CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY  CIRCUMSTANCES  CREATE AN IMPLICATION  THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE  COMPANY  SINCE THE DATE  HEREOF.  THIS
PROSPECTUS  DOES NOT  CONSTITUTE  AN  OFFER OR  SOLICITATION  BY  ANYONE  IN ANY
JURISDICTION  IN WHICH SUCH OFFER OR  SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR  SOLICITATION  IS NOT AUTHORIZED OR IN WHICH THE
PERSON MAKING SUCH OFFER OR TABLE OF CONTENTS  SOLICITATION  IS NOT QUALIFIED TO
DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

                                TABLE OF CONTENTS

                                                               Page

Available Information............................................4
Incorporation of Certain Documents by Reference..................4
The Company......................................................6
Risk Factors.....................................................8
Selling Stockholders............................................13
Use of Proceeds.................................................14
Dividend Policy and Restrictions................................14
Plan of Distribution............................................14
Legal Matters...................................................15
Experts.........................................................15

235,000 Shares



SPSS INC.



COMMON STOCK
($.01 PAR VALUE)


Prospectus

Dated April 25, 1997

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference

         SPSS  Inc.  (the  "Company")  hereby   incorporates  by  reference  the
following documents previously filed with the Securities and Exchange Commission
(the "Commission"):

         (a) the Company's Annual Report on Form 10-K, for the fiscal year ended
December  31,  1996,  the  Company's  latest  year for which  audited  financial
statements have been filed;

         (b) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since December
31, 1996. 

         (c) the  description  of the Company's  Common  Stock,  $.01 par value,
contained  in the  Company's  Registration  Statement  on  Form  8-A  (File  No.
ORD131036)  filed with the Commission on August 4, 1993,  pursuant to Section 12
of the Exchange Act; and

         (d) the  Company's  Proxy  Statement,  filed on May 16,  1996,  for its
annual meeting of stockholders  held on June 19, 1996,  except for the report of
the Compensation Committee contained therein.

         (e)  The  Company's  Current Report on Form 8-K and amendments  thereto
filed with the Commission on March 10, 1997.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the effective date
of the Registration Statement and prior to filing of a post-effective  amendment
to the Registration  Statement which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.

Item 4.           Description of Securities

                           Not applicable.

Item 5.           Interests of Named Experts and Counsel

                           Not applicable.

Item 6.           Indemnification of Officers and Directors

         Delaware General  Corporation Law. The Company has statutory  authority
to indemnify  its officers  and  directors.  The  applicable  provisions  of the
General  Corporation Law of the State of Delaware (the "GCL") state that, to the
extent such person is successful on the merits or otherwise,  a corporation  may
indemnify  any  person who was or is a party or who is  threatened  to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the corporation),  by reason of the fact that he is or was
a director,  officer,  employee or agent of the corporation or is or was serving
at the request of the corporation as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
("such Person"),  against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement, actually and reasonably incurred by such Person,
if he acted in good


<PAGE>




faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation  and  with  respect  to any  criminal  action  or
proceeding,  had no reasonable cause to believe his conduct was unlawful. In any
threatened pending or completed action by or in the right of the corporation,  a
corporation also may indemnify any such Person for costs actually and reasonably
incurred by him in connection  with that action's  defense or settlement,  if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best interests of the corporation;  however,  no  indemnification
shall be made with respect to any claim, issue or matter as to which such Person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that a court shall determine that such indemnity is proper.

         Under the applicable  provisions of the GCL, any indemnification  shall
be made by the  corporation  only as  authorized  in the  specific  case  upon a
determination  that the  indemnification of the director,  officer,  employee or
agent is proper in the circumstances  because he has met the applicable standard
of conduct. Such determination shall be made:

     (1) By the Board of Directors by a majority vote of a quorum  consisting of
directors who are not parties to such action, suit or proceeding; or

     (2) If such a quorum is not obtainable or, even if obtainable,  a quorum of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion; or

     (3) By the  affirmative  vote of a majority of the shares  entitled to vote
thereon.

         The Company's Certificate of Incorporation provides for indemnification
to the full extent  permitted  by the laws of the State of Delaware  against and
with respect to threatened,  pending or completed actions,  suits or proceedings
arising  from or alleged to arise  from,  a party's  actions or  omissions  as a
director,  officer, employee or agent of the Company or of any subsidiary of the
Company or of any other corporation,  partnership, joint venture, trust or other
enterprise which he has served in such capacity at the request of the Company if
such acts or omissions  occurred or were or are alleged to have occurred,  while
said party was a director or officer of the Company.

         The Company maintains a director and officer liability insurance policy
which indemnifies directors and officers for certain losses arising from a claim
by reason of a wrongful act, as defined,  under certain  circumstances where the
Company does not provide indemnification.

Item 7.           Exemption from Registration Claimed.

                           Not applicable.

Item 8.           Exhibits.


    Exhibit                                                    Incorporation
     Number     Description                                     by Reference
      4.1       Credit Agreement                                    *4.1
      4.2       First Amendment to the Credit Agreement            **4.2
      4.3       Certificate of Incorporation of the Company       ***3.2
      4.4       By-laws of the Company                            ***3.4
      5.1       Opinion of Ross & Hardies regarding legality 
                of shares of Common Stock.
     23.1       Consent of KPMG Peat Marwick LLP.
     23.2       Consent of Ross & Hardies (contained 
                in opinion filed as Exhibit 5.1).



<PAGE>





     24.1       Power of Attorney.                                   ****




*    Previously  filed as exhibit to Form 10-Q Quarterly Report of SPSS Inc. for
     the  Quarterly  Period  ended  March 31,  1996 and  incorporated  herein by
     reference thereto.

**   Previously  filed as an exhibit to the Form 10-K Annual Report of SPSS Inc.
     for the fiscal  year ended  December  31, 1996 and  incorporated  herein by
     reference thereto.

***  Previously  filed as an exhibit to Amendment No. 2 to Form S-1 Registration
     Statement of SPSS Inc.  (Registration  No. 33-6473) filed on August 4, 1993
     and incorporated herein by reference thereto.

**** Power of attorney is contained in signatures.


Item 9.           Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement:

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising after the effective  date of this  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in this Registration  Statement.  Notwithstanding
                         the  foregoing,  any  increase or decrease in volume of
                         securities  offered  (if  the  total  dollar  value  of
                         securities  offered  would not  exceed  that  which was
                         registered)  and any deviation from the low or high end
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the  form of  prospectus  filed  with the
                         Commission   pursuant   to  Rule   424(b)  if,  in  the
                         aggregate, the changes in volume and price represent no
                         more  than  a  20%  change  in  the  maximum  aggregate
                         offering  price  set  forth  in  the   "Calculation  of
                         Registration  Fee" table in the effective  Registration
                         Statement.

                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         this  Registration  Statement or any material change to
                         such information in this Registration Statement;

               provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
               not apply if the registration  statement is on Form S-3, Form S-8
               or Form F-3,  and the  information  required  to be included in a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic reports filed by the Registrant


<PAGE>




               pursuant  to  Section  13 or  Section  15(d)  of  the  Securities
               Exchange Act of 1934 that are  incorporated  by reference in this
               Registration Statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such  post-effective  amendment
                    shall be deemed to be a new registration  statement relating
                    to the securities offered therein,  and the offering of such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

                  (b) The  undersigned  Registrant  hereby  undertakes  that for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) The undersigned Registrant hereby undertakes that, insofar
as indemnification  for liabilities arising under the Securities Act of 1933 may
be permitted to directors,  officers and  controlling  persons of the registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.


<PAGE>




                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Chicago, State of Illinois, on April 24, 1997.

                                SPSS Inc.

                                         /s/ Jack Noonan
                                By:
                                         Jack Noonan
                                         President and Chief Executive Officer




                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Jack  Noonan  and  Edward  Hamburg,  and  each of  them,  the  true  and  lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution,  for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing requisite and necessary to be done in furtherance of the
foregoing,  as fully to all intents and  purposes  as the  undersigned  might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on April 24, 1997.

Signature                                Title(s)

/s/ Norman H. Nie
                                Chairman of the Board
Norman H. Nie


/s/ Jack Noonan
                                President, Chief Executive
Jack Noonan                              Officer and Director


/s/ Edward Hamburg
                                Senior Vice President, Corporate Operations,
Edward Hamburg                           (Chief Financial Officer and Secretary)


/s/ Robert Brinkmann
                                Controller and Assistant Secretary
Robert Brinkmann                         Chief Accounting Officer


<PAGE>






/s/ Bernard Goldstein
                                Director
Bernard Goldstein


/s/ Fredric W. Harman
                                Director
Fredric W. Harman


/s/ Merritt Lutz
                                Director
Merritt Lutz



<PAGE>













                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                               EXHIBITS FILED WITH

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933



                                    SPSS INC.










<PAGE>





                                    SPSS INC.

                                  EXHIBIT INDEX





                                                                Location Of
                                                                Document in
                                                                Sequential
   Exhibit                                                       Numbering
     No.      Description                                         System

     5.1      Opinion of Ross & Hardies regarding legality 
               of shares of Common Stock.                           27
     23.1     Consent of KPMG Peat Marwick LLP.                     29
     23.2     Consent of Ross & Hardies (contained in             
               opinion filed as Exhibit 5.1).                       27
     24.1     Power of Attorney.*                                   23

              *Power of attorney is contained in signature.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 71746}]
{"company-data": {"conformed-name": "SPSS INC", "cik": "0000869570", "assigned-sic": "7372", "irs-number": "362815480", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25869", "film-number": "97587706"}, "business-address": {"street1": "444 NORTH MICHIGAN AVE", "city": "CHICAGO", "state": "IL", "zip": "60611", "phone": "3123292400"}, "mail-address": {"street1": "444 N MICHIGAN AVE", "city": "CHICAGO", "state": "IL", "zip": "60611"}}
As filed with the Securities and Exchange Commission on April 25, 1997
                                                    Registration No. 33-________
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

 
 
                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                    SPSS Inc.
             (Exact name of registrant as specified in its charter)
            Delaware                                             36-2815480
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)
                                                                     
                            444 North Michigan Avenue
                             Chicago, Illinois 60611
               (Address, of Principal Executive Offices)(Zip Code)

                              Amended and Restated
                           1995 Equity Incentive Plan
                             and an Option Agreement
                              (Full Title of Plan)

                                 Edward Hamburg
                        Senior Vice President, Corporate
                Operations, Chief Financial Officer and Secretary
                                    SPSS Inc.
                            444 North Michigan Avenue
                             Chicago, Illinois 60611
                     (Name and address of agent for service)
                                 (312) 329-2400
          (Telephone number, including area code, of agent for service)

                                   Copies To:
                              T. Stephen Dyer, Esq.
                                 Ross & Hardies
                            150 North Michigan Avenue
                             Chicago, Illinois 60601
                                 (312) 558-1000

                         CALCULATION OF REGISTRATION FEE

                                  Proposed         457(h)
    Title of          Amount       maximum        Proposed         Amount of
Securities to be      to be     offering price    aggregate       registration
   registered     registered(1) per share(2)   offering price(3)      fee

Common Stock,         532,375       $16.57       $8,819,593.75     $3,041.25
$.01 par value
================= ============= ==============  ================  ============

(1)  The  securities  being  registered  include a  maximum  of  397,375  shares
     issuable  upon the exercise of options  under the Amended and Restated 1995
     Equity  Incentive  Plan of SPSS Inc. and 135,000  shares  issuable upon the
     exercise of options under an Option Agreement,  assuming full participation
     of all employees under such plan.

(2)  This is the average  price  determined  by dividing the proposed  aggregate
     offering price by the amount of shares to be registered. 135,000 shares are
     issuable at an option  exercise price of $9.00 per share,  1,875 shares are
     issuable at an option  exercise  price of $14.75 per share,  150,500 shares
     are  issuable at an option  exercise  price of $25.125,  50,000  shares are
     issuable at an option  exercise  price of $18.875  and  195,000  shares are
     issuable at an option exercise price of $14.625 per share.

(3)  Solely for the purpose of calculating  the  registration  fee, the proposed
     aggregate  offering price has been estimated in accordance with Rule 457(h)
     promulgated under the Securities Act of 1933 (the "Act"). Accordingly,  the
     aggregate offering price and the fee have been computed based on the prices
     at which the options may be exercised.
PROSPECTUS

426,943 Shares

SPSS INC.

Common Stock
($.01 Par Value)

         This  Prospectus  relates to the offer and sale of up to 245,000 shares
of the common stock, $.01 par value (the "Common Shares" or "Common Stock"),  of
SPSS Inc.  (the  "Company").  The Common  Shares  may be  offered by  particular
stockholders  of the Company (the "Selling  Stockholders")  from time to time in
transactions on the Nasdaq National  Market,  in negotiated  transactions,  or a
combination  of such methods of sale,  at fixed  prices that may be changed,  at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing market prices or at negotiated prices.  The Selling  Stockholders may
effect  such  transactions  by the  sale  of the  Common  Shares  to or  through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts,  concessions or commissions from the Selling  Stockholders and/or the
purchasers of the Common Shares for whom such broker-dealers may act as agent or
to whom they may sell as principal,  or both (which compensation to a particular
broker-dealer  might  be  in  excess  of  customary  commissions).  The  Selling
Stockholders  and any  broker-dealer  who  acts in  connection  with the sale of
Common  Shares  hereunder  may be  deemed to be  "underwriters"  as that term is
defined in the Securities Act of 1933, as amended (the  "Securities  Act"),  and
any commission received by them and profit on any resale of the Common Shares as
principal might be deemed to be underwriting discounts and commissions under the
Securities Act. See "Selling  Stockholders"  elsewhere in this  Prospectus.  The
Company will not receive any of the proceeds  from the sale of the Common Shares
by the Selling Stockholders.

         The Company's  Common Stock is traded and quoted on the Nasdaq National
Market under the symbol  "SPSS."  On April 24,  1997, the last sale price of the
Common Stock, as reported on the Nasdaq National Market, was $26.75 per share.

         The Company will bear all expenses (other than  underwriting  discounts
and selling  commissions,  and fees and expenses of counsel or other advisors to
the Selling  Stockholders)  in connection with the registration of the shares of
Common  Stock  being  offered  hereby,   which  expenses  are  estimated  to  be
approximately $28,402.

See "Selling Stockholders" elsewhere in this Prospectus.

         SEE "RISK  FACTORS" FOR A DISCUSSION OF CERTAIN  FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK.

                                      - 2 -
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                      ------------------------------------

                 The date of this Prospectus is April 25, 1997

                                      - 3 -
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  filed by the Company,  and the  Registration
Statement of which this  Prospectus  forms a part,  the  exhibits and  schedules
thereto  and  amendments  thereof,  may be  inspected  and  copied at the public
reference  facilities  maintained by the  Commission at 450 Fifth Street,  N.W.,
Room 1024, Judiciary Plaza, Washington,  D.C. 20549, and at the regional offices
of the  Commission  located at 7 World Trade Center,  13th Floor,  New York, New
York 10048 and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois  60661-2511.  Copies of such  material  can also be  obtained  from the
Public Reference Section of the Commission at 450 Fifth Street,  N.W., Judiciary
Plaza, Washington, D.C. 20549 at prescribed rates. The Company's Common Stock is
quoted  on the  Nasdaq  National  Market,  and  therefore  such  reports,  proxy
statements  and other  information  can also be  inspected at the offices of the
National  Association  of Securities  Dealers,  Inc.,  1735 K Street,  N.W., 3rd
Floor, Washington, D.C. 20006.

     Additional  information regarding the Company and the shares offered hereby
is  contained in the  Registration  Statement on Form S-8 filed and the exhibits
thereto (collectively,  the "Registration  Statement") filed with the Commission
under  the  Securities  Act of  1933,  as  amended  (the  "Securities  Act")  in
conjunction with this  Prospectus.  As permitted by the rules and regulations of
the  Commission,  this  Prospectus  does not contain all of the  information set
forth in the Registration Statement and the exhibits thereto, to which reference
is hereby made.  Statements  made in this  Prospectus  as to the contents of any
contract,  agreement or other document referred to are not necessarily complete.
With  respect to each such  contract,  agreement or other  document  filed as an
exhibit to the Registration  Statement,  reference is hereby made to the exhibit
for a more complete description of the matter involved,  and each such statement
will be  deemed  qualified  in its  entirety  by  such  reference.  For  further
information  with respect to the Company and the shares of Common Stock  offered
hereby, reference is hereby made to the Registration Statement, and the exhibits
thereto.

     SPSS, Categories, Neural Connection, SYSTAT, CLEAR, Scientific,  SigmaPlot,
SigmaStat,  SigmaScan  and SigmaGel are  registered  trademarks  of the Company.
SPSS/PC  +,  SPSS  Real  Stats.  Real  Easy.(TM),   BMDP(TM),   and  Jandel  are
unregistered  trademarks  of the Company,  and the trademark QI  Analyst(TM)  is
subject to a pending application for registration. This Prospectus also includes
trade names and marks of companies other than SPSS Inc.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company hereby  incorporates  by reference the following  documents
previously filed with the Commission:

               (a) The Company's  Annual Report on Form 10-K for the fiscal year
          ended December 31, 1996;

               (b) All other  reports  filed by the Company  pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934;

 
                                      - 4 -
(c) The description of the Company's Common Stock, $.01 par value
          (the  "Common  Stock"),   contained  in  the  Company's   Registration
          Statement  on Form 8-A  filed  with  Commission  on  August  4,  1993,
          pursuant to Section 12 of the Exchange Act; and

               (d) The Company's Proxy  Statement,  filed with the Commission on
          May 16, 1996, for its annual meeting of stockholders  held on June 19,
          1996,  except for the report of the Compensation  Committee  contained
          therein.

          All  reports  and other  documents  filed by the  Company  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this Prospectus and prior to the filing of a post-effective  amendment to the
Registration  Statement,  shall be deemed to be incorporated by reference in the
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any  statement  contained  herein or in a document  incorporated  or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained  herein,  or in any  subsequently  filed  document which also is or is
deemed to be  incorporated  by reference  herein,  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

         The Company will provide, without charge, to each person (including any
beneficial  owner) to whom this  Prospectus is  delivered,  upon written or oral
request of such person,  a copy of any and all of the information  that has been
incorporated  by reference in this  Prospectus  (not including  exhibits to such
information unless such exhibits are specifically incorporated by reference into
such information).  Such requests should be directed to: Edward Hamburg,  Senior
Vice President,  Corporate Operations, Chief Financial Officer and Secretary, at
the Company's principal executive offices at 444 North Michigan Avenue, Chicago,
Illinois 60611, telephone (312) 329-2400.

                                      - 5 -
UNLESS THE CONTEXT OTHERWISE  REQUIRES,  REFERENCES IN THIS PROSPECTUS TO "SPSS"
AND THE  "COMPANY"  SHALL MEAN SPSS INC. A DELAWARE  CORPORATION,  ITS  ILLINOIS
PREDECESSOR AND ITS  SUBSIDIARIES,  COLLECTIVELY;  AND REFERENCES TO THE "COMMON
STOCK" SHALL MEAN SPSS INC.'S COMMON STOCK, PAR VALUE $ .01 PER SHARE.

                                   THE COMPANY

GENERAL

         SPSS Inc. ("the  Company") was  incorporated  in Illinois in 1975 under
the name "SPSS,  Inc." and was  reincorporated in Delaware in May 1993 under the
name "SPSS Inc." The Company  develops,  markets and supports an integrated line
of  statistical  software  products  that  enable  users  to  effectively  bring
marketplace and enterprise data to bear on decision-making. The primary users of
the  Company's  software are managers and data  analysts in corporate  settings,
government agencies and academic institutions. In addition to its widespread use
in survey analysis,  SPSS software also performs other types of market research,
as well as quality improvement analyses, scientific and engineering applications
and data reporting.  The current generation of SPSS Desktop products (as defined
herein)  features a  windows-based  point-and-click  graphical  user  interface,
sophisticated  statistical procedures,  data access and management capabilities,
report writing and integrated graphics. The Company's products provide extensive
analytical  capabilities not found in spreadsheets,  database management systems
or graphics packages.

         In its 21 years of operation,  SPSS has become a widely recognized name
in statistical  software.  The Company plans to leverage its current position to
take advantage of the increased demand for software  applications  that not only
provide ready access to the data that organizations  collect and store, but also
enable users to systematically  analyze,  interpret and present such information
for  use  in  decision-making.  Management  believes  that  ease-of-use  of  the
Company's  current  generation  products,  combined with the greater  processing
speed and storage capacity of the latest desktop  computers,  has  substantially
expanded the market for SPSS statistical software.

     In summer 1993,  the Company  completed  an initial  public  offering  (the
"IPO") of common stock, $.01 par value (the "Common Stock"). The Common Stock is
listed on the Nasdaq National Market under the symbol "SPSS". In early 1995, the
Company and certain selling  stockholders  sold 1,865,203 shares of Common Stock
in a public offering.

         The  Company  is  a  Delaware  corporation.   The  Company's  principal
executive  offices  are located at 444 N.  Michigan  Avenue,  Chicago,  Illinois
60611,  and its  telephone  number at its principal  executive  offices is (312)
329-2400.

SAFE HARBOR

     "Safe Harbor" Statement under the Private Securities  Litigation Reform Act
of 1995: With the exception of historical information,  the matters discussed in
this   Prospectus  are   forward-looking   statements  that  involve  risks  and
uncertainties including, but not limited to, market conditions,  competition and
other risks  indicated in the  Registration  Statement of which this  Prospectus
forms a part,  and the Company's  other filings with the Securities and Exchange
Commission  that could cause actual results to vary  materially  from the future
results indicated in such forward-looking statements.  No assurance can be given
that the  future  results  covered  by the  forward-looking  statements  will be
achieved.  Other factors could also cause actual results to vary materially from
the future results indicated in such forward-looking statements.

RECENT DEVELOPMENTS

         On  September  26,  1996,  SPSS  acquired  Clear   Software,   Inc.,  a
Massachusetts  corporation ("Clear  Software"),  for SPSS Common Stock valued at
approximately  $4.5 million in a merger accounted for as a pooling of interests.
Clear Software is a developer and marketer of process  management,  analysis and
documentation  software products,  including  allCLEAR,  a software package used
primarily for describing  complex business  processes using flowcharts and other
types of diagrams. Clear Software has more than 120,000 users, and its 1996

                                      - 6 -
revenues  were  approximately  $3.2  million.  SPSS will continue to operate the
Clear   Software   business   from  the  Clear   Software   offices  in  Newton,
Massachusetts.

         SPSS believes that the acquisition of Clear Software  brings  important
technology  to the SPSS family of  products,  because  unlike most  flowcharting
packages, which are primarily drawing programs,  allCLEAR is built on a database
that enables users to develop an initial  diagram  faster,  make changes quickly
and easily and try different  views with a touch of a button.  Process  diagrams
are  often  important  precursors  to  statistical  analysis  as well as  useful
presentation  tools for business  process  re-engineering,  quality  improvement
analysis, process documentation and scientific research. Among the diagrams that
can be produced in allCLEAR are  presentation-quality  flowcharts,  process flow
diagrams, organizational charts, network diagrams and fishbone diagrams.

         SPSS  has  been  selling  Clear  Software's   software  products  since
September  1995,  when it  became a  value-added  reseller  of Clear  Software's
flagship  product,  allCLEAR III for Windows.  The two  companies  extended that
agreement  in  January  1996 to  include  CLEAR  Process,  a process  management
software  tool that gives users the  ability to easily  work with data,  such as
cost  information,  as they explore  process  re-engineering  alternatives.  The
Company  believes  that the  acquisition  of Clear  Software will enable SPSS to
expand the reach of Clear  Software's  products  with its greater  resources and
established distribution channels.

     On November 20, 1996, SPSS acquired the outstanding shares of capital stock
of Jandel  Corporation,  a California  corporation  ("Jandel"),  for SPSS Common
Stock valued at  approximately  $9.0  million,  in a merger  accounted  for as a
pooling of  interests.  Jandel is a  developer  and  marketer of  graphical  and
statistical software products used mainly in scientific applications. Jandel has
more than 25,000 users and its 1996  revenues were  approximately  $7.5 million.
SPSS will continue to operate the Jandel business from the Jandel offices in San
Rafael, California.

         The Company's acquisition of SYSTAT, Inc., ("SYSTAT") in September 1994
and BMDP Statistical  Software,  Inc.  ("BMDP") in December 1995 was part of its
strategy  to  establish  a separate  line of software  products  for  scientific
research.  This  strategy  enables the Company to direct its SPSS  product  line
towards  the  growing  market for data  mining  applications  and its QI Analyst
product line towards real-time quality improvement  applications.  The Company's
acquisition   of  Jandel  is  a   continuation   of  this  strategy  of  product
differentiation.

         Jandel develops,  markets and supports  microcomputer  software for the
analysis and  presentation of scientific  data.  Jandel's  products are designed
specifically  to meet the needs of research  scientists and engineers.  Jandel's
products  enable  scientists  and  engineers  to  collect,  analyze  and present
scientific  data.  Among the tasks  performed  by Jandel's  products are running
statistical  tests on research  data,  automatically  taking  measurements  from
photographs,  maps and other visual images and analyzing and  manipulating  that
data,  determining  the  mathematical  formula that most closely matches graphed
data curves, and creating  publication-quality  graphs and charts for scientific
journal articles.

         SPSS  believes  that the  merger  with  Jandel  will  offer a number of
benefits  including,  expansion of the SPSS  scientific  products  business to a
critical  mass;  a position  of  leadership  in the market for  scientific  data
analysis  products,  as Jandel is a leading vendor in this area; a comprehensive
set of  software  offerings  to  more  effectively  address  a  wider  range  of
scientific  research  applications;  and an opportunity to further  leverage the
Company's worldwide sales channels.

         In January  1997,  the Company  entered into the Banta  Global  Turnkey
Software  Distribution  Agreement  (the  "Banta  Agreement"),  under which Banta
Global Turnkey ("Banta")  manufactures,  packages, and distributes the Company's
software  products to the  Company's  domestic and  international  customers and
certain  international  subsidiaries.  The Banta Agreement has a three-year term
and automatically  renews thereafter for successive  periods of one year. Either
party may terminate the Banta Agreement with 180 days' written notice;  however,
if Banta  terminates  for  convenience  or for any other reason  (other than for
cause),  then during the 180-day  notice period Banta will assist the Company in
finding a new vendor.  Either party may terminate the Banta  Agreement for cause
by written notice only if the other materially breaches its obligations.  Such a
termination notice for cause must specifically identify the breach (or breaches)
upon  which it is based  and will be  effective  180 days  after  the  notice is
received by the other party, unless the breach(es) is (are) corrected during the
180 days.

                                     - 7 -
RISK FACTORS

      In addition to the other  information  in this  Prospectus,  the following
risk  factors  should  be  considered   carefully  by  potential  purchasers  in
evaluating an investment in the Common Stock offered hereby.

     Fluctuations  in  Quarterly  Operating  Results.  The  Company's  quarterly
operating  results  can  be  subject  to  fluctuation  due to  several  factors,
including   the  number  and  timing  of  product   updates   and  new   product
introductions,  delays  in  product  development  and  introduction,  purchasing
schedules of its customers,  changes in foreign currency exchange rates, product
and market development expenditures, the timing of product shipments, changes in
product mix, timing and cost of acquisitions  and general  economic  conditions.
Because  the  Company's  expense  levels  are to a  large  extent  based  on its
forecasts of future  revenues,  operating  results may be adversely  affected if
such revenues fall below  expectations.  Accordingly,  the Company believes that
quarter-to-quarter   comparisons  of  its  results  of  operations  may  not  be
meaningful and should not be relied upon as an indication of future performance.
The Company has  historically  operated  with very  little  backlog  because its
products are generally shipped as orders are received. As a result,  revenues in
any  quarter  are  dependent  on orders  shipped  and  licenses  renewed in that
quarter. The Company has experienced a seasonal pattern in its operating results
with the fourth  quarter  typically  having the highest  operating  income.  For
example,  excluding acquisition and other non-recurring  charges, the percentage
of the  Company's  operating  income  realized in the fourth  quarter was 41% in
1994,  41% in 1995 and 38% in 1996.  In  addition,  the timing and amount of the
Company's  revenues are subject to a number of factors that make  estimation  of
operating results prior to the end of a quarter uncertain. A significant portion
of  the  Company's   operating   expenses  are  relatively  fixed,  and  planned
expenditures are based primarily on revenue forecasts. More specifically, in the
fourth quarter,  the variable profit margins on modest increases in sales volume
at the end of the quarter are  significant.  Should the Company  fail to achieve
such fourth quarter revenue increases, net income for the fourth quarter and the
full year could be materially affected.  Generally,  if revenues do not meet the
Company's expectations in any given quarter, operating results will be adversely
affected. Although the Company had been profitable in each of the seven quarters
up to and including the quarter ending June 30, 1994, the Company  experienced a
net loss of $331,000 in the third quarter of 1994 due to a one-time write-off of
$1,928,000 for acquired and in-process technology and other  acquisition-related
charges  recorded in connection with the Company's  acquisition of SYSTAT,  Inc.
("SYSTAT"). The Company has been profitable in the nine quarters ending December
31, 1994  through  December 31, 1996.  However,  there can be no assurance  that
profitability on a quarterly or annual basis can be achieved or sustained in the
future.

      Dependence  on a Single  Product  Category;  Declining  Sales  of  Certain
Products.  The Company derives  substantially  all of its product  revenues from
licenses of  statistical  software.  Accordingly,  any decline in revenues  from
licenses of the  Company's  statistical  software,  or  reduction  in demand for
statistical  software  generally,  could have a material  adverse  effect on the
Company.

     In recent years SPSS has experienced a significant  shift in the sources of
its revenues.  Historically, the Company derived a large portion of its revenues
from licenses of its mainframe and minicomputer ("Large Systems") products. As a
result of the  general  shift by  computer  users from Large  Systems to desktop
computers, the Company has experienced an ongoing decline in revenues from Large
Systems products in the last several years,  although this decline has generally
lessened in recent quarters.  Revenues from Large Systems licenses declined from
approximately  30% in 1992 to 13% in  1996,  while  sales  of  desktop  products
increased from 61% in 1992 to 79% in 1996,  although revenues from Large Systems
licenses only declined from $10.8 million to $10.7 million from 1994 to 1995 and
remained flat in 1996.  Management is unable to predict the  continuing  rate of
decline on Large Systems licenses,  if any. Revenues from the Company's products
for desktop computers ("Desktop products") now account for nearly three-quarters
of the Company's revenues and this percentage may continue to increase.

                                      - 8 -
Rapid   Technological   Change.   The   computer   software   industry  is
characterized by rapid technological advances, changes in customer requirements,
frequent  product  enhancements  and new product  introductions.  The  Company's
future success will depend upon its ability to enhance its existing products and
introduce new products that keep pace with technological  developments,  respond
to evolving customer requirements and achieve market acceptance.  In particular,
the Company  believes it must  continue to respond  quickly to users'  needs for
greater  functionality,  improved  usability  and support for new  hardware  and
operating  systems.  Any  failure  by  the  Company  to  respond  adequately  to
technological developments and customer requirements,  or any significant delays
in product development or introduction, could result in loss of revenues. In the
past, the Company has, on occasion,  experienced  delays in the  introduction of
new  products  and product  enhancements,  primarily  due to  difficulties  with
particular  operating  environments and problems with software provided by third
parties. The extent of these delays has varied depending upon the size and scope
of the project and the nature of the problems encountered. Such delays have most
often  resulted from "bugs"  encountered  in working with new and/or  beta-stage
versions  of  operating  systems and other  third  party  software,  and bugs or
unexpected  difficulties  in existing  third  party  software  which  complicate
integration  with the  Company's  software.  From time to time,  the Company has
discovered bugs in its products which are resolved through maintenance  releases
or through periodic updates depending upon the seriousness of the defect.  There
can be no  assurance  that the Company  will be  successful  in  developing  and
marketing  new  products or product  enhancements  on a timely basis or that the
Company will not experience significant delays or defects in its products in the
future,  which could have a material adverse effect on the Company. In addition,
there can be no assurance that new products or product enhancements developed by
the Company will achieve market  acceptance or that  developments by others will
not render the Company's products or technologies obsolete or noncompetitive.

     International Operations. The Company's revenues from operations outside of
North America accounted for approximately  45%, 50% and 50% of the Company's net
revenues in 1994, 1995 and 1996, respectively. The Company expects that revenues
from  international  operations will continue to represent a large percentage of
its net revenues and that this  percentage  may  increase,  particularly  as the
Company  further  "localizes"  the SPSS product line by translating its products
into  additional  languages.  International  revenues are subject to a number of
risks, including greater difficulties in accounts receivable collection,  longer
payment  cycles,  exposure  to currency  fluctuations,  political  and  economic
instability and the burdens of complying with a wide variety of foreign laws and
regulatory requirements. The Company also believes that it is exposed to greater
levels of  software  piracy  in  international  markets  because  of the  weaker
protection afforded to intellectual property in some foreign  jurisdictions.  As
the Company  expands its  international  operations,  the risks  described above
could increase and, could have a material adverse effect on the Company.

      Potential Volatility of Stock Price. There has been significant volatility
in the  market  prices  of  securities  of  technology  companies  and  in  some
instances,  such  volatility has been unrelated to the operating  performance of
such companies. Market fluctuations may adversely affect the price of the Common
Stock.  The Company also believes  factors such as announcements of new products
by the Company or its competitors,  quarterly  variations in financial  results,
recommendations  and reports of analysts and other factors  beyond the Company's
control  could  cause  the  market  price  of  the  Common  Stock  to  fluctuate
substantially.

      Reliance on Relationships with Third Parties. The Company licenses certain
software from third parties.  Some of this licensed  software is embedded in the
Company's products, and some is offered as add-on products. If such licenses are
discontinued, or become invalid or unenforceable, there can be no assurance that
the Company will be able to develop substitutes for this software  independently
or to obtain alternative  sources in a timely manner. Any delays in obtaining or
developing  substitutes  for  licensed  software  could have a material  adverse
effect on the Company.

     In  February  1993,  the  Company  entered  into  an  exclusive,  worldwide
agreement (the "Prentice Hall  Agreement")  with Prentice Hall, Inc.  ("Prentice
Hall") under which Prentice Hall publishes and  distributes  the student version
of the Company's  software and all of the Company's  publications.  As a result,
the Company is

                                      - 9 -
dependent on Prentice  Hall for the  development  and support of the markets for
student software and its  publications.  The failure of Prentice Hall to perform
its  obligations  under the  Prentice  Hall  Agreement  adequately  could have a
material adverse effect on the Company.

     In  February  1993,  the  Company  entered  into  a  Software  Distribution
Agreement  (the  "IBM  Software  Distribution   Agreement")  with  International
Business  Machines  Corporation  ("IBM")  under  which  IBM is  responsible  for
manufacturing and packaging the Company's  products and distributing them to the
Company's  domestic and European  customers.  In January 1997,  the IBM Software
agreement was replaced with a similar  agreement  with Banta.  If Banta fails to
adequately perform its obligations under this agreement,  or if the agreement is
terminated,  the  Company's  operating  results  could be  materially  adversely
effected.

      Changes in Public  Expenditures  and Overall  Economic  Activity Levels. A
significant  portion  of the  Company's  revenues  comes  from  licenses  of its
products  directly to foreign and  domestic  government  entities.  In addition,
significant  amounts of the  Company's  revenues  come from licenses to academic
institutions,  healthcare  organizations  and private  businesses which contract
with or are funded by government entities.  Government  appropriations processes
are often  slow,  unpredictable  and subject to factors  outside  the  Company's
control. In addition, proposals are currently being made in certain countries to
reduce   government   spending.   Reductions  in  government   expenditures  and
termination or  renegotiation of  government-funded  programs or contracts could
have a material adverse effect on the Company. In addition,  declines in overall
levels of economic  activity  could also have a material  adverse  impact on the
Company.

      Competition.  The  market  for the  statistical  software  is both  highly
competitive  and  fragmented.  The Company  primarily  competes with one general
statistical software provider which is larger and has greater resources than the
Company,  as  well  as  with  numerous  other  companies  offering   statistical
applications  software,  many  of  which  offer  products  focused  on  specific
statistical applications. The Company considers its primary worldwide competitor
to be the larger and better-financed SAS Institute ("SAS"), although the Company
believes that SAS's revenues are derived principally from products that are used
for  purposes  other than  statistics  and operate on large  systems  platforms.
StatSoft Inc., developers of the Statistica product ("Statistica"),  Manugistics
Group, Inc., distributors of the Statgraphics Plus product ("Statgraphics"), and
Minitab,  Inc. ("Minitab") are also competitors,  although their annual revenues
from these  statistical  products are believed to be considerably  less than the
revenues of SPSS.

      In the  future,  SPSS may face  competition  from  new  entrants  into the
statistical software market. The Company could also experience  competition from
companies in other sectors of the broader market for data  management,  analysis
and  presentation  software,   such  as  providers  of  spreadsheets,   database
management  systems,  report writers and executive  information  systems.  These
companies  have  added,  or  in  the  future  may  add,   statistical   analysis
capabilities to their products.  Many of these companies have  significant  name
recognition,  as well as  substantially  greater  capital  resources,  marketing
experience and research and development capabilities than the Company. There can
be no  assurance  that the Company  will have  sufficient  resources to make the
necessary  investment in research and  development  and sales and marketing,  or
that the  Company  will  otherwise  be able to make the  technological  advances
necessary to maintain or enhance its competitive position.  The Company's future
success will also depend  significantly upon its ability to continue to sell its
Desktop  products,  to attract new customers  looking for more  sophisticated or
powerful  software  and to  introduce  additional  add-on  products  to existing
customers.  There can be no  assurance  that the Company will be able to compete
successfully in the future.

      Dependence  on Key  Personnel.  The Company is dependent on the efforts of
certain  executives  and  key  employees,  including  its  President  and  Chief
Executive Officer,  Jack Noonan. The Company's  continued success will depend in
part  on  its  ability  to  attract  and  retain  highly  qualified   technical,
managerial, sales, marketing and other personnel. Competition for such personnel
is intense.  There can be no assurance that the Company will be able to continue
to attract or retain such highly qualified personnel. No life insurance policies
are maintained on the Company's key personnel.

                                     - 10 -
Intellectual  Property;  Proprietary  Rights.  The statistical  algorithms
incorporated in the Company's software are not proprietary. The Company believes
that the proprietary technology constituting a portion of the Company's software
determines the speed and quality of displaying the results of computations,  the
connectivity of the Company's products with third party software and the ease of
use of its products.  The Company's success will depend, in part, on its ability
to protect the  proprietary  aspects of its  products.  The Company  attempts to
protect  its   proprietary   software   with  trade  secret  laws  and  internal
nondisclosure   safeguards,   as  well  as  copyright  and  trademark  laws  and
contractual  restrictions on copying,  disclosure and  transferability  that are
incorporated  into its software  license  agreements.  The Company  licenses its
software only in the form of executable code, with  contractual  restrictions on
copying, disclosures and transferability. Except for licenses of its products to
users of Large System products and annual licenses of its Desktop products,  the
Company  licenses its products to  end-users by use of a  "shrink-wrap"  license
that  is not  signed  by  licensees,  as is  customary  in the  industry.  It is
uncertain whether such license  agreements are legally  enforceable.  The source
code for all of the  Company's  products is  protected  as a trade secret and as
unpublished  copyrighted  work.  In  addition,  the  Company  has  entered  into
confidentiality  and  nondisclosure  agreements with its key employees.  Despite
these restrictions,  it may be possible for competitors or users to copy aspects
of the Company's  products or to obtain information which the Company regards as
a trade  secret.  The  Company  has no  patents,  and  judicial  enforcement  of
copyright  laws  may  be  uncertain,  particularly  outside  of  North  America.
Preventing  unauthorized  use of computer  software is  difficult,  and software
piracy  is  expected  to be a  persistent  problem  for  the  packaged  software
industry.  These problems may be particularly acute in international markets. In
addition,  the laws of certain countries in which the Company's  products are or
may be licensed do not protect the Company's products and intellectual  property
rights  to the  same  extent  as the  laws of the  United  States.  Despite  the
precautions  taken by the  Company,  it may be possible for  unauthorized  third
parties to reverse  engineer  or copy the  Company's  products or obtain and use
information  that the Company regards as proprietary.  There can be no assurance
that the steps taken by the Company to protect  its  proprietary  rights will be
adequate to prevent misappropriation of its technology.

      Although  the  Company's  products  have  never  been  the  subject  of an
infringement claim, there can be no assurance that third parties will not assert
infringement claims against the Company in the future or that any such assertion
will not result in costly  litigation or require the Company to obtain a license
to use the  intellectual  property of third  parties.  There can be no assurance
that such licenses will be available on reasonable  terms,  or at all. There can
also be no  assurance  that the  Company's  competitors  will not  independently
develop  technologies  that are  substantially  equivalent  or  superior  to the
Company's technologies.

      Control by Existing Stockholders; Antitakeover Effects. As of December 31,
1996,  the  Company's   executive  officers  and  directors  owned  beneficially
approximately 22.2% of the outstanding shares of Common Stock. The Norman H. Nie
Revocable Trust Dated March 15, 1991 (the "Nie Trust") and affiliates of the Nie
Trust, are entitled to nominate a director for inclusion in the management slate
for election to the Board so long as the Nie Trust continues to own no less than
12.5% of the  outstanding  shares of Common Stock.  As of December 31, 1996, the
Nie Trust and affiliates of the Nie Trust beneficially owned approximately 15.9%
of the  outstanding  shares  of  Common  Stock.  The  Company's  Certificate  of
Incorporation  and Bylaws contain a number of provisions,  including  provisions
requiring  an 80% super  majority  stockholder  approval of certain  actions and
provisions for a classified Board of Directors, which would make the acquisition
of the Company,  by means of an  unsolicited  tender  offer,  a proxy contest or
otherwise, more difficult or impossible.

      Shares  Eligible  for Future Sale.  As of December  31,  1996,  there were
vested  options  outstanding  held by  management to purchase  approximately  an
additional  536,573 shares of SPSS Common Stock and unvested options to purchase
approximately an additional 140,370 shares of SPSS Common Stock, with an average
exercise  price of $5.81 per share.  The  Company has also  established  a stock
purchase plan available to employees of the Company,  which permits employees to
acquire  shares of SPSS  Common  Stock at the end of each  quarter at 85% of the
market price of SPSS Common Stock as of such date.

                                     - 11 -
In  addition  to the  Company's  currently  outstanding  shares  and  those
issuable to employees as described above,  the Company has issued  approximately
339,000  shares of SPSS Common  Stock to Jandel's  shareholders.  Such shares of
SPSS Common Stock will generally be available for resale.

      No prediction can be made as to the effect,  if any, that future sales, or
the  availability  of shares of Common Stock for future sales,  will have on the
market price prevailing from time to time. Sales of substantial  amounts of SPSS
Common  Stock by the Company or by  shareholders,  or the  perception  that such
sales may occur, could adversely affect prevailing market prices for SPSS Common
Stock.

     Accumulated  Deficit. The Company had an accumulated deficit of $14,312,000
as of December 31, 1996.

                                     - 12 -
SELLING STOCKHOLDERS

     The  following  table  sets  forth the  number  of  shares of Common  Stock
beneficially  owned by each Selling  Stockholder  as of March 21, 1997,  the
number  of  shares  of  Common  Stock  that  may  be  offered  for  the  Selling
Stockholder's  account  and  based on the  number  of  shares  of  Common  Stock
beneficially  owned as of March 21,  1997,  the  percentage  of the shares of
Common Stock to be beneficially owned by such Selling  Stockholder if they elect
to sell all of their Shares of Common Stock that are available for sale.
Shares of Common
                                                                                                   Stock To Be
                                                                        Maximum Number of       Beneficially Owned
                                                        Shares of       Shares Available       Assuming Sale of All
                                                      Common Stock        To Be Sold           Shares Available For
Name of Selling                                  Beneficially Owned        Pursuant             Sale Hereunder(2)
  Stockholder                                   As of March 21, 1997       Hereto(1)            Number        Percent

Norman H. Nie, individually, as Trustee
  of the Norman H. Nie Trust and as a
  Director and President of the Norman
and Carol Nie Foundation(3)                      1,174,545               10,000            1,164,545        15.0%
Jack Noonan(4)                                       186,159               70,000              116,159         1.5%
Edward Hamburg(5)                                    100,804               25,000               75,804         1.0%
Louise E. Rehling(6)                                  88,517               25,000               63,517            *
Mark Battaglia(7)                                     71,187               25,000               46,187            *
Susan Phelan(8)                                       71,063               25,000               46,063            *
Ian Durell(9)                                         55,804               25,000               30,804            *
Merritt Lutz (10)                                     21,751               10,000               11,751            *
Bernard Goldstein (11)                                33,641               10,000               23,641            *
Fredric Harman (12)                                    2,966               10,000                 -               *
*  The percentage of shares beneficially owned does not exceed 1% of the class.

(1)  Assumes all options are  exercisable.  Such  options  vest over a four year
     period from the date of grant.  Options were granted to Executive  Officers
     with a grant date of February 16,  1996.  Options were granted to Directors
     with a grant date of January 2, 1996.

(2)  Based upon the number of Shares of Common  Stock  outstanding  on March 21,
     1997.  Assumes all stock that may be offered pursuant to this Prospectus is
     sold, and no other shares  beneficially  owned by the Selling  Stockholders
     are sold.

(3)  Includes 72,912 shares which are subject to currently  exercisable options;
     110,433 shares held of record by the Norman and Carol Nie  Foundation  (the
     "Nie Foundation");  and 991,200 shares held by the Nie Trust. Professor Nie
     shares voting and investment  power over the 110,433 shares held by the Nie
     Foundation with Carol Nie. Dr. Nie is Chairman of the Board of the Company.

(4)  Includes  179,740  shares  subject to currently  exercisable  options.  Mr.
     Noonan is the  President,  Chief  Executive  Oficer and a  Director  of the
     Company.

(5)  Includes  90,804  shares  subject to  currently  exercisable  options.  Mr.
     Hamburg is Senior Vice  President,  Corporate  Operations,  Chief Financial
     Officer and Secretary of the Company.

(6)  Includes 84,137 shares subject to currently  exercisable options.  Includes
     200 shares held in the Stella S. Hechtman Trust (the "Trust").  Ms. Rehling
     is the Trustee and has voting and investment power over the 200 shares held
     in the Trust.  She  disclaims  beneficial  ownership of these  shares.  Ms.
     Rehling is Senior Vice President, Product Development of the Company.

(7)  Includes  70,804  shares  subject to  currently  exercisable  options.  Mr.
     Battaglia is Vice President, Corporate Marketing of the Company.

(8)  Includes 69,138 shares subject to currently exercisable options. Ms. Phelan
     is Vice President, Domestic Sales and Services of the Company.

(9)  Mr. Durrell is the beneficial owner of these shares which consist solely of
     55,804 shares subject to currently exercisable options. Mr. Durrell is Vice
     President, International of the Company.

(10) Includes 2,918 shares subject to currently exercisable options. Mr. Lutz is
     a Director of the Company.

(11) Includes  2,918  shares  subject  to  currently  exercisable  options.  Mr.
     Goldstein is a Director of the Company.

(12) Includes 2,918 shares subject to currently  exercisable options. Mr. Harman
     is a Director of the Company.

                                     - 13 -
USE OF PROCEEDS

          The Company will not receive any  proceeds  from the  registration  or
sale of the shares of Common Stock offered hereby.

                        DIVIDEND POLICY AND RESTRICTIONS

          The Company has never declared any cash dividends or  distributions on
its  capital  stock  and  does  not  anticipate  paying  cash  dividends  in the
foreseeable  future. The Company currently intends to retain its future earnings
to fund ongoing operations and future capital requirements of its business.

                              PLAN OF DISTRIBUTION

          The Common Stock may be offered by the Selling  Stockholders from time
to  time  in  transactions  on  the  Nasdaq  National   Market,   in  negotiated
transactions, or a combination of such methods of sale, at fixed prices that may
be changed,  at market prices  prevailing at the time of sale, at prices related
to  such  prevailing  market  prices  or  at  negotiated   prices.  The  Selling
Stockholders may effect such transactions by the sale of the Common Stock

                                     - 14 -
to or through  broker-dealers,  and such broker-dealers may receive compensation
in  the  form  of  discounts,   concessions  or  commissions  from  the  selling
Stockholders   and/or  the   purchasers  of  the  Common  Stock  for  whom  such
broker-dealers  may act as agent or to whom they may sell as principal,  or both
(which  compensation  to a  particular  broker-dealer  might  be  in  excess  of
customary commissions).  The Selling Stockholders and any broker-dealer who acts
in  connection  with the sale of  Common  Stock  hereunder  may be  deemed to be
"underwriters" as that term is defined in the Securities Act, and any commission
received by them and profit on any resale of the Common Stock as principal might
be deemed to be underwriting discounts and commissions under the Securities Act.

          No prediction can be made as to the effect, if any, that future sales,
or the availability of shares of Common Stock for future sales, will have on the
market price  prevailing from time to time. See "RISK FACTORS -- Shares Eligible
for Future Sale" elsewhere in this Prospectus.

                                  LEGAL MATTERS

          The  validity of the shares of Common  Stock is being  passed upon for
the Company by Ross & Hardies, Chicago, Illinois.

                                     EXPERTS

     The consolidated  financial  statements of SPSS Inc. and subsidiaries as of
December  31, 1996 and 1995 and for each of the three years in the period  ended
December 31, 1996, have been incorporated by reference herein from the Company's
Annual  Report on Form 10-K for the  fiscal  year  ended  December  31,  1996 in
reliance upon the report of KPMG Peat Marwick LLP, independent  certified public
accountants,  incorporated by reference  herein,  and upon the authority of said
firm as experts in accounting and auditing.

                                      -15-
NO DEALER,  SALESMAN OR OTHER  PERSON HAS BEEN  AUTHORIZED  TO GIVE ANY
INFORMATION OR TO MAKE ANY  REPRESENTATIONS  OTHER THAN THOSE  CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY  CIRCUMSTANCES  CREATE AN IMPLICATION  THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE  COMPANY  SINCE THE DATE  HEREOF.  THIS
PROSPECTUS  DOES NOT  CONSTITUTE  AN  OFFER OR  SOLICITATION  BY  ANYONE  IN ANY
JURISDICTION  IN WHICH SUCH OFFER OR  SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR  SOLICITATION  IS NOT AUTHORIZED OR IN WHICH THE
PERSON MAKING SUCH OFFER OR TABLE OF CONTENTS  SOLICITATION  IS NOT QUALIFIED TO
DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

                                TABLE OF CONTENTS

                                                               Page

Available Information............................................4
Incorporation of Certain Documents by Reference..................4
The Company......................................................6
Risk Factors.....................................................8
Selling Stockholders............................................13
Use of Proceeds.................................................14
Dividend Policy and Restrictions................................14
Plan of Distribution............................................14
Legal Matters...................................................15
Experts.........................................................15

235,000 Shares

SPSS INC.

COMMON STOCK
($.01 PAR VALUE)

Prospectus

Dated April 25, 1997
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference

         SPSS  Inc.  (the  "Company")  hereby   incorporates  by  reference  the
following documents previously filed with the Securities and Exchange Commission
(the "Commission"):

         (a) the Company's Annual Report on Form 10-K, for the fiscal year ended
December  31,  1996,  the  Company's  latest  year for which  audited  financial
statements have been filed;

         (b) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since December
31, 1996. 

         (c) the  description  of the Company's  Common  Stock,  $.01 par value,
contained  in the  Company's  Registration  Statement  on  Form  8-A  (File  No.
ORD131036)  filed with the Commission on August 4, 1993,  pursuant to Section 12
of the Exchange Act; and

         (d) the  Company's  Proxy  Statement,  filed on May 16,  1996,  for its
annual meeting of stockholders  held on June 19, 1996,  except for the report of
the Compensation Committee contained therein.

         (e)  The  Company's  Current Report on Form 8-K and amendments  thereto
filed with the Commission on March 10, 1997.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the effective date
of the Registration Statement and prior to filing of a post-effective  amendment
to the Registration  Statement which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.

Item 4.           Description of Securities

                           Not applicable.

Item 5.           Interests of Named Experts and Counsel

                           Not applicable.

Item 6.           Indemnification of Officers and Directors

         Delaware General  Corporation Law. The Company has statutory  authority
to indemnify  its officers  and  directors.  The  applicable  provisions  of the
General  Corporation Law of the State of Delaware (the "GCL") state that, to the
extent such person is successful on the merits or otherwise,  a corporation  may
indemnify  any  person who was or is a party or who is  threatened  to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the corporation),  by reason of the fact that he is or was
a director,  officer,  employee or agent of the corporation or is or was serving
at the request of the corporation as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
("such Person"),  against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement, actually and reasonably incurred by such Person,
if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation  and  with  respect  to any  criminal  action  or
proceeding,  had no reasonable cause to believe his conduct was unlawful. In any
threatened pending or completed action by or in the right of the corporation,  a
corporation also may indemnify any such Person for costs actually and reasonably
incurred by him in connection  with that action's  defense or settlement,  if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best interests of the corporation;  however,  no  indemnification
shall be made with respect to any claim, issue or matter as to which such Person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that a court shall determine that such indemnity is proper.

         Under the applicable  provisions of the GCL, any indemnification  shall
be made by the  corporation  only as  authorized  in the  specific  case  upon a
determination  that the  indemnification of the director,  officer,  employee or
agent is proper in the circumstances  because he has met the applicable standard
of conduct. Such determination shall be made:

     (1) By the Board of Directors by a majority vote of a quorum  consisting of
directors who are not parties to such action, suit or proceeding; or

     (2) If such a quorum is not obtainable or, even if obtainable,  a quorum of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion; or

     (3) By the  affirmative  vote of a majority of the shares  entitled to vote
thereon.

         The Company's Certificate of Incorporation provides for indemnification
to the full extent  permitted  by the laws of the State of Delaware  against and
with respect to threatened,  pending or completed actions,  suits or proceedings
arising  from or alleged to arise  from,  a party's  actions or  omissions  as a
director,  officer, employee or agent of the Company or of any subsidiary of the
Company or of any other corporation,  partnership, joint venture, trust or other
enterprise which he has served in such capacity at the request of the Company if
such acts or omissions  occurred or were or are alleged to have occurred,  while
said party was a director or officer of the Company.

         The Company maintains a director and officer liability insurance policy
which indemnifies directors and officers for certain losses arising from a claim
by reason of a wrongful act, as defined,  under certain  circumstances where the
Company does not provide indemnification.

Item 7.           Exemption from Registration Claimed.

                           Not applicable.

Item 8.           Exhibits.

    Exhibit                                                    Incorporation
     Number     Description                                     by Reference
      4.1       Credit Agreement                                    *4.1
      4.2       First Amendment to the Credit Agreement            **4.2
      4.3       Certificate of Incorporation of the Company       ***3.2
      4.4       By-laws of the Company                            ***3.4
      5.1       Opinion of Ross & Hardies regarding legality 
                of shares of Common Stock.
     23.1       Consent of KPMG Peat Marwick LLP.
     23.2       Consent of Ross & Hardies (contained 
                in opinion filed as Exhibit 5.1).
24.1       Power of Attorney.                                   ****

*    Previously  filed as exhibit to Form 10-Q Quarterly Report of SPSS Inc. for
     the  Quarterly  Period  ended  March 31,  1996 and  incorporated  herein by
     reference thereto.

**   Previously  filed as an exhibit to the Form 10-K Annual Report of SPSS Inc.
     for the fiscal  year ended  December  31, 1996 and  incorporated  herein by
     reference thereto.

***  Previously  filed as an exhibit to Amendment No. 2 to Form S-1 Registration
     Statement of SPSS Inc.  (Registration  No. 33-6473) filed on August 4, 1993
     and incorporated herein by reference thereto.

**** Power of attorney is contained in signatures.

Item 9.           Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement:

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising after the effective  date of this  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in this Registration  Statement.  Notwithstanding
                         the  foregoing,  any  increase or decrease in volume of
                         securities  offered  (if  the  total  dollar  value  of
                         securities  offered  would not  exceed  that  which was
                         registered)  and any deviation from the low or high end
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the  form of  prospectus  filed  with the
                         Commission   pursuant   to  Rule   424(b)  if,  in  the
                         aggregate, the changes in volume and price represent no
                         more  than  a  20%  change  in  the  maximum  aggregate
                         offering  price  set  forth  in  the   "Calculation  of
                         Registration  Fee" table in the effective  Registration
                         Statement.

                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         this  Registration  Statement or any material change to
                         such information in this Registration Statement;

               provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
               not apply if the registration  statement is on Form S-3, Form S-8
               or Form F-3,  and the  information  required  to be included in a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic reports filed by the Registrant
pursuant  to  Section  13 or  Section  15(d)  of  the  Securities
               Exchange Act of 1934 that are  incorporated  by reference in this
               Registration Statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such  post-effective  amendment
                    shall be deemed to be a new registration  statement relating
                    to the securities offered therein,  and the offering of such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

                  (b) The  undersigned  Registrant  hereby  undertakes  that for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) The undersigned Registrant hereby undertakes that, insofar
as indemnification  for liabilities arising under the Securities Act of 1933 may
be permitted to directors,  officers and  controlling  persons of the registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Chicago, State of Illinois, on April 24, 1997.

                                SPSS Inc.

                                         /s/ Jack Noonan
                                By:
                                         Jack Noonan
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Jack  Noonan  and  Edward  Hamburg,  and  each of  them,  the  true  and  lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution,  for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing requisite and necessary to be done in furtherance of the
foregoing,  as fully to all intents and  purposes  as the  undersigned  might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on April 24, 1997.

Signature                                Title(s)

/s/ Norman H. Nie
                                Chairman of the Board
Norman H. Nie

/s/ Jack Noonan
                                President, Chief Executive
Jack Noonan                              Officer and Director

/s/ Edward Hamburg
                                Senior Vice President, Corporate Operations,
Edward Hamburg                           (Chief Financial Officer and Secretary)

/s/ Robert Brinkmann
                                Controller and Assistant Secretary
Robert Brinkmann                         Chief Accounting Officer
/s/ Bernard Goldstein
                                Director
Bernard Goldstein

/s/ Fredric W. Harman
                                Director
Fredric W. Harman

/s/ Merritt Lutz
                                Director
Merritt Lutz
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               EXHIBITS FILED WITH

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                    SPSS INC.
SPSS INC.

                                  EXHIBIT INDEX

                                                                Location Of
                                                                Document in
                                                                Sequential
   Exhibit                                                       Numbering
     No.      Description                                         System

     5.1      Opinion of Ross & Hardies regarding legality 
               of shares of Common Stock.                           27
     23.1     Consent of KPMG Peat Marwick LLP.                     29
     23.2     Consent of Ross & Hardies (contained in             
               opinion filed as Exhibit 5.1).                       27
     24.1     Power of Attorney.*                                   23

              *Power of attorney is contained in signature.