8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 6, 2004


                             ASPEN TECHNOLOGY, INC.
               (Exact Name of Registrant as Specified in Charter)


               Delaware           0-24786                    04-2739697
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(State or Other Jurisdiction    (Commission                 (IRS Employer
       of Incorporation)         File Number)              Identification No.)


                 Ten Canal Park, Cambridge, Massachusetts        02141
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               (Address of Principal Executive Offices)         (Zip Code)


Registrant's telephone number, including area code:  (617) 949-1000







ITEM 5.  OTHER EVENTS.

On July 6, 2004, we issued a press release with respect to recent proceedings in
the Federal Trade Commission's pending complaint against us. The full text of
the press release is attached as Exhibit 99.1 to this report and is incorporated
by reference herein.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
         AND EXHIBITS.

(a)      FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

         Not applicable.

(b)      PRO FORMA FINANCIAL INFORMATION

         Not applicable.

(c)      EXHIBITS

         99.1    Press release issued by Aspen Technology, Inc. on July 6, 2004.


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                                    SIGNATURE

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 thereunto duly authorized.

                                  ASPEN TECHNOLOGY, INC.


Dated:  July 6, 2004              By:               /s/ Charles F. Kane
                                           -------------------------------------
                                           Charles Kane
                                           Senior Vice President and
                                             Chief Financial Officer






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                                  EXHIBIT INDEX

Exhibit No.      Description
- ------------     -----------
99.1             Press release issued by Aspen Technology, Inc. on July 6, 2004.

EX-99.1

                                                                    Exhibit 99.1

AspenTech Proposes Settlement With Federal Trade Commission

     CAMBRIDGE, Mass.--(BUSINESS WIRE)--July 6, 2004--On July 2, 2004, Aspen
Technology, Inc. (Nasdaq: AZPN) and attorneys for the Federal Trade Commission's
(FTC) Bureau of Competition (the "Parties") submitted a joint motion with the
FTC's Secretary moving to withdraw from adjudication the FTC's complaint against
AspenTech. This decision follows AspenTech's proposal of a Consent Agreement
that would resolve the complaint in its entirety. As a result these actions, the
administrative trial that was scheduled to begin on July 30, 2004, will not
occur.
     The proposed agreement would enable AspenTech to continue selling its
software engineering products currently offered, including those acquired in the
acquisition of Hyprotech. AspenTech is pleased that it will be able to continue
offering customers the high level of services, support and product investment
customers have come to expect. This proposed agreement would enable the company
to resolve the FTC litigation on terms that it believes are favorable for its
key stakeholders.
     The proposed consent decree has been submitted by the Parties for review
and approval by the FTC Commissioners.

     About AspenTech

     Aspen Technology, Inc. provides industry-leading software and
implementation services that enable process companies to increase efficiency and
profitability. AspenTech's engineering product line is used to design and
improve plants and processes, maximizing returns throughout an asset's operating
life. Its manufacturing/supply chain product line allows companies to increase
margins in their plants and supply chains, by managing customer demand,
optimizing production, and streamlining the delivery of finished products. These
two offerings are combined to create solutions for enterprise operations
management (EOM), integrated enterprise-wide systems that provide process
manufacturers with the capability to dramatically improve their operating
performance. Over 1,500 leading companies already rely on AspenTech's software,
including Aventis, Bayer, BASF, BP, ChevronTexaco, Dow Chemical, DuPont,
ExxonMobil, Fluor, Foster Wheeler, GlaxoSmithKline, Shell, and Total. For more
information, visit www.aspentech.com.

     Certain paragraphs of this press release contain forward-looking statements
for purposes of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. For this purpose, any statement using the term "will,"
"should," "could," "anticipates," "believes" or a comparable term is a
forward-looking statement. Actual results may vary significantly from
AspenTech's expectations based on a number of risks and uncertainties,
including: AspenTech's lengthy sales cycle which makes it difficult to predict
quarterly operating results; fluctuations in AspenTech's quarterly operating
results; AspenTech's dependence on customers in cyclical industries; adverse
global economic conditions; AspenTech's ability to raise additional capital as
required; the FTC's investigation of the Hyprotech acquisition; the outcome of
AspenTech's restructuring plans; intense competition; AspenTech's need to
develop and market products successfully; and other risk factors described from
time to time in AspenTech's periodic reports and registration statements filed
with the Securities and Exchange Commission. AspenTech cannot guarantee any
future results, levels of activity, performance, or achievements. Moreover,
neither AspenTech nor anyone else assumes responsibility for the accuracy and
completeness of any forward-looking statements. AspenTech undertakes no
obligation to update any of the forward-looking statements after the date of
this press release.

     CONTACT: Aspen Technology, Inc.
              Joshua Young, 617-949-1274
              joshua.young@aspentech.com