SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PEHL MICHAEL

(Last)

(First)

(Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FL

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/14/2003

3. Issuer Name and Ticker or Trading Symbol
ASPEN TECHNOLOGY INC /DE/ [ AZPN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/18/2003

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D-1 Prefrerred Convertible Stock⁽¹⁾	08/14/2003	08/08/1988⁽³⁾	common stock	15,000	$0⁽²⁾	I	see footnote 4⁽⁴⁾
Warrants to purchase common stock	08/14/2003	08/14/2010	common stock	3,003	$3.33	I	see footnote 4⁽⁴⁾

Explanation of Responses:

1. Each of the series D-1 shares is convertible into a number of shares of common stock equal to its stated value of $333.00 per share (subject to adjustment) divided by the conversion price of $3.33 per share (subject to adjustment).

2. Each of the series D-1 shares is convertible into a number of shares of common stock equal to its stated value of $333.00 per share (subject to adjustment) divided by the conversion price of $3.33 per share (subject to adjustment).

3. Shares may be converted into common stock on a perpetual basis.

4. Shares are indirectly beneficially owned as a limited partner of Advent Partners II Limited Partnership.

	/s/ Janet L. Hennessy, Attorney-in-Fact	08/18/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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