Room 4561

						September 20, 2005


Mr. Jack Noonan
President and Chief Executive Officer
SPSS, Inc.
233 S. Wacker Drive
Chicago, IL  60606

Re:	SPSS, Inc.
	Form 10-K for the Fiscal Year Ended December 31, 2004
	Filed March 16, 2005
	File No. 000-13071

Dear Mr. Noonan:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below. We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K For the Fiscal Year Ended December 31, 2004

Note (7) Acquisitions and Divestitures

Divestitures, Page 59

1. We note from your disclosures that in December, 2003, Systat
acquired an exclusive worldwide license to distribute your Sigma-
series line of products for a three-year period and purchased
certain
related assets.  In addition you disclose that this transaction
was
accounted for as the divestiture of a business, a gain of
approximately $8.6 million was recorded and goodwill was reduced
by
$1 million to reflect the estimated goodwill allocated to this
business. Tell us how you considered presenting and disclosing
discontinued operations for the divestiture of this business.
Specifically address your consideration of paragraphs 41 -44 of
SFAS
144 in your response. In addition tell us how you considered the
divestiture of this business in your discussion of results of
operations (impact on revenues and expenses) and cash flows in
Managements Discussion and Analysis.
2. If the sale of the Sigma-series line of products does not
qualify
as a discontinued operation tell us how you considered the
provisions
of SOP 97-2 in accounting for this transaction as the sale or
license
of software.

******

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  You may wish to
provide us with marked copies of the amendment to expedite our
review.  Please furnish a cover letter with your amendment that
keys
your responses to our comments and provides any requested
information.  A detailed cover letter greatly facilitates our
review.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact April Coleman, Staff Accountant, at (202)
551-
3458, Thomas Ferraro, Senior Staff Accountant, at (202) 551-3225
or
me at (202) 551-3499 if you have questions regarding these
comments.

Sincerely,



      Kathleen Collins
							Accounting Branch Chief
??

??

??

??

Mr. Jack Noonan
SPSS, Inc.
September 20, 2005
Page 1