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)  December 30, 2004
                                                     ___________________________

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

     Delaware                      000-22194               36-2815480
________________________________________________________________________________
(State or Other Jurisdiction of    (Commission           (I.R.S. Employer
Incorporation)                     File Number)        Identification Number)

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

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

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

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ]  Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
          (17 CFR 240.14a-12)

     [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.13e-4(c))


ITEM 1.01:  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On August 11, 2004, SPSS Inc., a Delaware corporation ("SPSS"), issued a public
statement announcing the appointment of Mr. Raymond Panza as its Chief
Financial Officer. On December 30, 2004, SPSS and Mr. Panza entered into an
employment agreement pursuant to which Mr. Panza will serve as the Executive
Vice President, Corporate Operations, Chief Financial Officer and Secretary of
SPSS. This employment agreement is deemed effective as of August 16, 2004, the
date on which Mr. Panza was appointed as the Chief Financial Officer.

The employment agreement provides Mr. Panza with an annual base salary of
$335,000 and an annual incentive bonus target equal to no less than 40% of his
base salary (with actual payout dependent on SPSS performance measured against
defined metrics). Mr. Panza is entitled to a guaranteed incentive payment of
$16,750 (representing 50% (46 days) of the quarterly targeted amount) for the
fiscal quarter ended September 30, 2004. Mr. Panza's salary and bonus will be
reviewed by the Compensation Committee of the SPSS Board of Directors on an
annual basis. The employment agreement provides for the grant of an option to
purchase 150,000 shares of SPSS common stock, with continued participation in
the SPSS equity incentive plan in future years on the same terms as other
executive officers of SPSS. Mr. Panza is also entitled to a one-time sign-on
bonus of $100,000 payable in four (4) equal quarterly installments,
reimbursement for all reasonable business expenses, five (5) weeks paid vacation
per year, ten (10) days of sick leave per year and participation in the SPSS
employee benefit plans on the same terms as other executive officers of SPSS.

In the event SPSS terminates Mr. Panza's employment without cause or Mr. Panza
terminates his employment for good reason, Mr. Panza will receive: (i) full
salary and benefits during the notice period, (ii) all earned but unpaid salary
plus any earned and/or awarded but unpaid cash incentive, (iii) a prorated
bonus for the fiscal quarter in which Mr. Panza's employment was terminated,
(iv) accrued vacation pay, (v) reimbursement of expenses, (vi) a lump sum
payment equal to eighteen (18) months of base salary and bonus payment, (vii)
continued benefits or the functional equivalent thereof for a period of 36
months following his employment, (viii) professional outplacement services,
(ix) any unpaid sign-on bonus, (x) continued use of a company mobile telephone,
company telephone number and voice mail and company e-mail for a period of not
less than ninety (90) days, (xi) acceptable employment references from SPSS and
(xii) up to ninety (90) days of accelerated vesting with regard to any stock
options owned by Mr. Panza or equivalent compensation for such options.

In the event Mr. Panza's employment is terminated as a result of death or
disability, Mr. Panza or his estate will receive (i) all earned but unpaid
salary, (ii) accrued vacation pay, (iii) reimbursement of expenses, (iv) a
prorated bonus for the fiscal quarter in which Mr. Panza's employment was
terminated, and (v) any unpaid sign-on bonus.

The employment agreement includes a change of control provision which provides
that, in the event SPSS is acquired by a private company, Mr. Panza will be
entitled to immediate vesting of all of his outstanding equity incentives and,
in exchange for the underlying stock, a cash payment by the surviving entity.
In the event SPSS is acquired by a public company, Mr. Panza will be entitled to
immediate vesting of all of his outstanding equity incentives and, in exchange
for the underlying stock, a proportionate share of the transaction consideration
to be paid by the


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surviving entity in connection with the change of control. If Mr. Panza's
employment is terminated without cause, Mr. Panza resigns for good reason or a
constructive termination occurs prior to the one year anniversary of such
change of control, Mr. Panza will be entitled to all amounts (as described
above) to which he otherwise would be entitled if SPSS terminated his
employment without cause.

Mr. Panza has agreed to preserve as confidential all of the SPSS confidential
property. During his term of employment and for twelve (12) months following
the termination of his employment with SPSS, Mr. Panza will not engage, in any
manner, in the development, sales, marketing, licensing and/or distribution of
any statistical data analysis software which is directly competitive with SPSS
products or engage with any customers or clients of SPSS.

SPSS has agreed to indemnify Mr. Panza to the fullest extent permitted by law,
against any actual or threatened actions or proceedings brought against Mr.
Panza by reason of the fact that he is or was an employee, officer, consultant
or agent of SPSS. SPSS has agreed to provide Mr. Panza with directors' and
officers' liability coverage both during and after the termination of Mr.
Panza's employment with SPSS (unless Mr. Panza is terminated for cause).

Unless otherwise terminated, the employment agreement automatically will renew
on a yearly basis.

SPSS will file the employment agreement as an exhibit to its next periodic
report filed with the Securities and Exchange Commission.

Mr. Panza has no relationship with SPSS other than his current service as
Executive Vice President, Corporate Operations, Chief Financial Officer and
Secretary.


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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/ Raymond H. Panza
                                 -------------------------------------
                                 Raymond H. Panza
                                 Executive Vice President, Corporate Operations,
Dated: December 30, 2004         Chief Financial Officer, and Secretary


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