UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                    FORM 8-K


                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of report (Date of earliest event reported)       October 22, 2001
                                                ----------------------------

                                    SPSS INC.
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              (Exact Name of Registrant as Specified in Its Charter)

           Delaware                       000-22194              36-2815480
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(State or Other Jurisdiction of         (Commission           (I.R.S. Employer
        Incorporation)                  File Number)         Identification No.)

233 South Wacker Drive, Chicago, Illinois                  60606
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(Address of Principal Executive Offices)                (Zip Code)

                                 (312) 651-3000
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              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
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          (Former Name or Former Address, if Changed Since Last Report)





ITEM 5:  OTHER EVENTS.

         In a press release issued on Monday, October 22, 2001, SPSS Inc.
(SPSS) announced a strategic alliance with America Online, Inc. (AOL) through
its Digital Marketing Services (DMS) subsidiary, in which SPSS has acquired the
exclusive rights to distribute survey sample data drawn from AOL members and
users of AOL's other interactive properties. The Company is filing this Form 8-K
to provide investors with terms related to this announcement and it is being
filed herewith as a Regulation FD Disclosure.

         SPSS will pay AOL/DMS $42 million in consideration over four years.
SPSS will help AOL/DMS to ensure consistent and reliable service to Opinion
Place partners by assuming responsibility for servicing the current group of
AOL/DMS market research partners. Through DMS, AOL will provide SPSS with online
survey respondents who have been provided incentives to participate in online
studies as well as transfer to SPSS the software essential to operating the
business.

         SPSS currently expects to realize approximately $1.5 million in
revenues during its 2001 fourth quarter from sales directly related to its
distribution of AOL sample, and revenues of between $10 and $13 million in 2002,
with future annual growth of between twenty-five and fifty percent. The Company
expects the transaction to be accretive beginning in the fourth quarter of 2001.
SPSS will incur one-time costs associated with the transaction, almost all of
which are expected to occur in the fourth quarter of 200l. The Company expects
to record a one-time, non-cash charge in the fourth quarter of 2001 related to
the portion of the purchase price allocated to in process research and
development. In process research and development is primarily comprised of
future software product enhancements that are under development.

ITEM 7:  FINANCIAL STATEMENTS AND EXHIBITS.


         It is impractical to provide required financial statements at this
time. The required financial statements will be filed as an amendment to the
report on Form 8-K as soon as they are prepared but in no event later than sixty
days after the deadline for filing this current report.

         The specific terms of the strategic alliance between SPSS and AOL are
contained in a Strategic Online Research Services Agreement which contains
information which might be significant to investors but is not described above
due to its detailed nature. It is impractical to file a copy of the agreement at
this time because of the need to seek commission approval of a request for
confidential treatment with respect to portions of the agreement. The agreement
will be filed as an amendment to this report on Form 8-K after SPSS has filed
and received a response to its request for confidential treatment.



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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    SPSS INC.

                                    By:   /s/ Robert Brinkmann
                                          -----------------------------------
                                          Robert Brinkmann,
                                          Assistant Secretary and Controller
Dated:  October 22, 2001









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