8-K

                                  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)    July 27, 2006
                                                      -------------------------

                                    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 No.)

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 8.01:  OTHER EVENTS.


On July 27, 2006, SPSS Inc. issued a press release announcing the results of an
internal review of its accounting for stock option grants from the date of its
initial public offering in 1993 to the present. The full text of the press
release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein
by reference.

ITEM 9.01:  FINANCIAL STATEMENTS AND EXHIBITS.


       (d)  Exhibits.


            99.1     SPSS Inc. Press Release, dated July 27, 2006





                                   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:   July 28, 2006                     Chief Financial Officer and Secretary

EX-99.1

                                                                    EXHIBIT 99.1



FOR IMMEDIATE RELEASE                                                [SPSS LOGO]
Contact: Raymond H. Panza, SPSS
312-612-2077
rpanza@spss.com

                        SPSS REVIEWS STOCK OPTION GRANTS


CHICAGO, Ill. (USA) -- July 27, 2006 --SPSS Inc. (NASDAQ: SPSS), today announced
that in view of the recent media focus on stock option grants at other public
companies, it has completed a detailed review of its accounting for stock option
grants from the date of its initial public offering in 1993 to the present and
identified unrecorded compensation expense related to stock option grants made
during this period. This review focused on the accounting impact of stock option
grant practices. As a result of the review, the Company has determined that
certain stock compensation expense should have been recorded in certain of the
years within that period given the practices described below and, accordingly,
the Company will reclassify approximately $3.3 million of retained earnings to
additional paid-in capital, leaving total stockholders' equity unaffected. This
reclassification will be reflected in future financial statement filings. The
Company considers the impact on its current period quarterly and annual
financial statements to be immaterial and does not intend to restate its
financial statements for any prior periods. For the five-year period ended
December 31, 2005, the net adjustment to previously reported diluted earnings
per share due to additional compensation expense did not exceed $0.01 per
diluted share in any individual year and the net cumulative five-year impact on
net income was approximately $0.1 million, less than $0.01 per diluted share.

This phase of the Company's review was conducted under the direction of the
Company's Audit Committee of the Board of Directors with the assistance of
outside legal counsel and FTI Consulting, outside forensic accounting experts.
The internal review was initiated in late June, 2006. The review indicated in a
number of instances that the actual measurement dates for stock option grants
differed from the measurement dates originally used for such awards. Based on
the use of revised measurement dates, aggregate non-cash compensation expense of
$5.3 million ($3.3 million net of tax) should have been recorded for those
awards granted during the period under review. While the accounting review has
been completed, the Committee is continuing to investigate the circumstances
surrounding these stock option grants. The Committee does not believe that any
further accounting adjustments will be required. The Company has notified the
Securities and Exchange Commission of this review.

The stock option grant practices that gave rise to the above-described expenses
were discontinued prior to the Company's 2005 fiscal year. In many cases, these
expenses were the result of one or more of the following practices: awarding a
newly hired employee an option with a grant date backdated to the individual's
date of hire, awarding





options at the first meeting of the board of directors in a particular year
(typically in February) with a deemed grant date corresponding to the first
business day in January, or granting stock options that were subject to the
satisfaction of certain contingencies such as the attainment of specified
financial performance targets. The option grants in question included grants to
employees, officers and directors. The effect of these and other stock option
grant practices resulted in stock option grants having either a higher or lower
exercise price than the stock price on the date the stock option grant was
completed. In those instances where the option exercise price was lower than the
market price of the stock on the date the stock option grant was completed, a
compensation charge should have been recognized.

ABOUT SPSS INC. SPSS Inc.
(NASDAQ: SPSS) is a leading worldwide provider of predictive analytics software
and solutions. The company's offerings connect data to effective action by
drawing reliable conclusions about current conditions and future events. More
than 250,000 public sector, academic, and commercial customers, including 95
percent of the Fortune 1000 companies, rely on SPSS software to increase
revenues, reduce costs, improve critical business processes, and detect and
prevent fraud. Founded in 1968, SPSS is headquartered in Chicago, Illinois. For
additional information, please visit www.spss.com.

SAFE HARBOR STATEMENT
This press release contains forward-looking information made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward looking statements can be identified by phrases such as "anticipates,"
"believes," "estimates," "expects," "plans," "intends," "could," "designed,"
"should be" and other similar expressions which denote expectations of future
events rather than statements of fact. These forward-looking statements involve
factors that are subject to risks and uncertainties. These risks and
uncertainties, which may not be currently ascertainable and many of which are
beyond the Company's control, may cause the Company's actual results,
performance or achievements to be materially different than the results,
performance or achievements expressed in or implied by the forward-looking
statements. These risks and uncertainties are described in the Company's filings
with the Securities and Exchange Commission ("SEC"). Copies of these filings are
available either on the SEC's website at www.sec.gov or from the Company's
investor relations department. In light of these risks and uncertainties, the
inclusion of forward-looking statements in this press release should not be
regarded as a representation by the Company that any future results, performance
or achievements will be attained. These forward-looking statements speak only as
of the date on which they are made. The Company assumes no obligation to update
the forward-looking statements contained in this press release.