<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                        COMMISSION FILE NUMBER: 33-64732

                                 ---------------

                                    SPSS INC.
             (Exact name of registrant as specified in its charter)

                   DELAWARE                          36-2815480
       (State or other jurisdiction of              (IRS Employer
        incorporation or organization)           Identification No.)

                  233 S. WACKER DRIVE, CHICAGO, ILLINOIS 60606
              (Address of principal executive offices and zip code)

               REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE:
                                 (312) 651-3000

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                     COMMON STOCK, PAR VALUE $.01 PER SHARE

                                (Title of Class)

    Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days. Yes |X| No [ ]

    Indicate by check mark if disclosure of delinquent filers pursuant to item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

    Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes |X| No [ ]

    The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant (based upon the per share closing sale price of
$16.59 on June 30, 2003, and for the purpose of this calculation only, the
assumption that all registrant's directors and executive officers as of June 30,
2003 are deemed to be the affiliates) was approximately $252.7 million.

    The number of shares outstanding of the registrant's Common Stock, par value
$0.01, as of July 1, 2004, was 17,571,517.




<PAGE>




EXPLANATORY NOTE

This Amendment No. 1 to Annual Report on Form 10-K ("Amendment No. 1") is being
filed solely to correct a typographical error set forth in Part III, Item 11
(Executive Compensation) of the Annual Report on Form 10-K of SPSS Inc. for
fiscal year 2003 (the "Annual Report"). The Annual Report was filed with the
Securities and Exchange Commission (the "SEC") on July 29, 2004. Specifically,
this Amendment No. 1 corrects the 2003 compensation information for Mr. John
Shap.

In connection with the filing of this Amendment No. 1 and pursuant to the SEC
rules promulgated pursuant to the Securities Exchange Act of 1934, as amended,
SPSS is including with this Amendment No. 1 certain currently dated
certifications. Except as described above, no other amendments are being made to
the Annual Report. This Amendment No. 1 does not reflect events occurring after
the July 29, 2004 filing of the Annual Report or modify or update the disclosure
contained in the Annual Report in any way other than as required to reflect the
amendments discussed above and reflected below.



ITEM 11..EXECUTIVE COMPENSATION

         The following tables show (a) the compensation paid or accrued by SPSS
to the Chief Executive Officer, and each of the executive officers of SPSS,
other than the CEO, serving on December 31, 2003 (the "named executive
officers") for services rendered to SPSS in all capacities during 2001, 2002 and
2003, (b) information relating to option grants made to the named executive
officers in 2003 and (c) certain information relating to options held by the
named executive officers. SPSS made no grants of freestanding stock appreciation
rights ("SARs") in 2001, 2002 or 2003, nor did SPSS make any awards in 2001,
2002 or 2003 under any long-term incentive plan.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>


                                             ANNUAL COMPENSATION                            LONG TERM COMPENSATION
                                   -------------------------------------------     ----------------------------------
                                                                                            AWARDS            PAYOUTS
                                                                                    ------------------------- -------
                                                                                    RESTRICTED    SECURITIES
                                        SALARY                    OTHER ANNUAL        STOCK       UNDERLYING    LTIP
      NAME AND                      COMPENSATION       BONUS      COMPENSATION       AWARD(s)    OPTIONS/SARS  PAYOUTS  ALL OTHER
PRINCIPAL POSITION            YEAR       ($)            ($)           ($)              ($)           (#)(1)      ($)       ($)
------------------            ----  ------------    ---------     ------------      ----------   ------------ -------   ---------
<S>                           <C>    <C>            <C>           <C>               <C>          <C>          <C>       <C>
Jack Noonan,...............   2003   $ 320,000      $ 168,063(2)       None            None         73,144(3)   None      None
 President and Chief          2002   $ 310,000      $ 159,125          None          $55,800(4)     70,000      None      None
 Executive Officer            2001   $ 310,000      $ 113,958          None            None        141,077(5)   None      None

Edward Hamburg,............   2003   $ 231,000      $  62,125(6)       None            None         40,979(7)   None      None
   Executive Vice             2002   $ 224,000      $  59,000          None          $55,800(8)     40,000      None      None
   President, Corporate       2001   $ 224,000      $  29,333          None          $397,258(9)    50,000      None      None
   Operations, Chief
   Financial Officer
   and Secretary

 Brian Zanghi, (19)........   2003   $ 250,000      $ 102,500(10)      $6,190(11)      None         40,000      None      None
   Executive Vice             2002   $ 250,000      $  52,500          $72,000(12)     None        145,000      None      None
   President, Chief           2001   $ 215,000(13)  $  15,000(13)      $38,531(14)   $518,242(15)   None        None      None
   Operating Officer

 Jonathan Otterstatter.....   2003   $ 231,000      $  61,250(16)      None            None         40,000      None      None
   Executive Vice             2002   $ 210,000      $  51,688          None            None         40,000      None      None
   President, Chief           2001   $ 233,409(17)  $  88,313(17)      None            None         45,000      None      None
   Technology Officer


 John Shap.................   2003   $ 240,000(18)     None            None            None         85,000      None      None
   Senior Vice President,     2002       N/A            N/A            N/A             N/A          N/A         N/A       N/A
   Worldwide Sales            2001       N/A            N/A            N/A             N/A          N/A         N/A       N/A

</TABLE>


                                       1

<PAGE>




----------

 (1)  Amounts reflected in this column are for grants of stock options for
      the common stock of SPSS. No stock appreciation rights have been issued
      by SPSS.

 (2)  $38,750 of the total bonus paid to Mr. Noonan during 2003 represents a
      bonus earned in fiscal year 2002.

 (3)  Securities Underlying Options/SARs for Mr. Noonan in fiscal year 2003
      include 3,144 "reload" options granted after he surrendered shares of
      SPSS common stock to pay the exercise price of his options.

 (4)  On December 31, 2002, Mr. Noonan held 3,000 shares of restricted common
      stock having a market value, based on the closing price of the common
      stock on that date, of $41,970. The restriction on these shares of
      common stock lapsed on January 1, 2003.

 (5)  Securities Underlying Options/SARs for Mr. Noonan in fiscal year 2001
      include 41,077 "reload" options granted after he surrendered shares of
      SPSS common stock to pay the exercise price of his options.

 (6)  $14,000 of the bonus paid to Dr. Hamburg during 2003 represents a bonus
      earned in fiscal year 2002.

 (7)  Securities Underlying Options/SARs for Dr. Hamburg in fiscal year 2003
      include 979 "reload" options granted to him after he surrendered shares
      of SPSS common stock to pay the exercise price of his options.

 (8)  On December 31, 2002, Dr. Hamburg held 3,000 shares of restricted
      common stock having a market value, based on the closing price of the
      common stock on that date, of $41,970. The restriction on these shares
      of common stock lapsed on January 1, 2003.

 (9)  On December 31, 2001, Dr. Hamburg held 37,195 shares of restricted
      common stock having a market value, based on the closing price of the
      common stock on that date, of $397,258, which were granted to replace
      30,700 of stock options granted in 1991 and expired in 2001.

 (10) $25,000 of the bonus paid to Mr. Zanghi during 2003 represents a bonus
      earned in fiscal year 2002.

 (11) During 2003, SPSS forgave Mr. Zanghi's obligation to make interest
      payments in the aggregate amount of $6,190 owed with respect to his
      indebtedness to NetGenesis Corp. and assumed by SPSS following the
      merger of the two companies. See Item 12 under the section entitled
      "Transactions with Brian Zanghi."

 (12) During 2002, SPSS forgave Mr. Zanghi's obligation to make interest
      payments in the aggregate amount of $7,000 owed with respect to his
      indebtedness to NetGenesis Corp. and assumed by SPSS following the
      merger of the two companies. See Item 12 under the section entitled
      "Transactions with Brian Zanghi." He received a $65,000 sign-on bonus.

 (13) Salary and bonus compensation for Mr. Zanghi in fiscal year 2001 reflect
      amounts paid by NetGenesis Corp. before the effective date of the merger
      of SPSS and NetGenesis in December 2001.

 (14) During 2001, NetGenesis made a salary advance to Mr. Zanghi in the
      amount of $38,531. This indebtedness was forgiven by NetGenesis.

 (15) As of December 31, 2001, Mr. Zanghi held zero shares of restricted
      stock. On June 25, 2001, prior to the close of the December 2001 merger
      of SPSS and NetGenesis, NetGenesis granted to him 330,000 restricted
      shares of NetGenesis common stock. Instead of using the closing price
      of NetGenesis stock on July 25, 2001 to value Mr. Zanghi's restricted
      stock award, the value set forth above was calculated using both the
      closing price of SPSS

                                       2

<PAGE>




      stock on July 25, 2001 ($16.19) and the conversion ratio used in
      exchanging NetGenesis shares for SPSS shares (0.097). Despite the value of
      this grant, the aggregate value of his restricted share holdings was $0 on
      December 31, 2001 because all of his restricted shares vested immediately
      upon the consummation of the merger.

 (16) $13,125 of the bonus paid to Mr. Otterstatter during 2003 represents a
      bonus earned in fiscal year 2002.

 (17) Salary Compensation for Mr. Otterstatter in fiscal year 2001 reflects
      $175,000 in base salary received from ShowCase Corporation from January to
      March 2001 for services rendered prior to the merger of SPSS and ShowCase
      and $177,500 in base salary received from SPSS from April to December 2001
      for services rendered as an officer of SPSS following the merger. Bonus
      Compensation for him reflects $73,000 in cash bonuses received from
      ShowCase for services rendered prior to the merger of SPSS and ShowCase
      and $15,303 in cash bonuses received from SPSS for services rendered as an
      officer of SPSS following the merger.

 (18) As of December 31, 2003, SPSS had only three (3) executive officers, other
      than the Chief Executive Officer. Mr. Shap became an employee of SPSS on
      December 15, 2003, but did not become an executive officer of SPSS until
      2004. SPSS is including Mr. Shap as a "named executive officer" for whom
      disclosure would have been required if he was serving as an executive
      officer as of December 31, 2003. Mr. Shap's annual base salary is
      $240,000. For the period from December 15, 2003 through December 31, 2003,
      Mr. Shap received compensation from SPSS in the amount of $11,000.

 (19) Mr. Zanghi resigned from his position as Executive Vice President and
      Chief Operating Officer, effective July 1, 2004.


      The following table shows the number of options to purchase common stock
granted to each of the named executive officers during 2003.


                2003 OPTION/STOCK APPRECIATION RIGHTS GRANTS(1)

<TABLE>
<CAPTION>

                                                INDIVIDUAL
                                                  GRANTS
                                                PERCENT OF                            POTENTIAL REALIZABLE VALUE
                                  NUMBER OF       TOTAL                               AT ASSUMED ANNUAL RATES OF
                                  SECURITIES   OPTIONS/SARS   EXERCISE     LATEST      STOCK PRICE APPRECIATION
                                  UNDERLYING    GRANTED TO    OR BASE     POSSIBLE        FOR OPTION TERM(2)
                                 OPTIONS/SARS  EMPLOYEES IN    PRICE     EXPIRATION   --------------------------
             NAME                 GRANTED(#)       2003        ($/SH)       DATE          5%($)        10%($)
 ----------------------------   ------------- --------------  -------    -----------  ------------   -----------
 <S>                            <C>           <C>             <C>        <C>          <C>            <C>
 Jack Noonan.................       70,000         9.61%      $ 14.599   01/02/2013    $  642,686     $1,628,693
                                     3,144         0.43%      $  18.29   08/18/2013    $   36,164     $   91,646
 Edward Hamburg..............       40,000         5.49%      $ 14.599   01/02/2013    $  367,249     $  930,682
                                       979         0.13%      $  18.29   08/18/2013    $   11,261     $   28,537
 Brian Zanghi (3)............       40,000         5.49%      $ 14.599   01/02/2013    $  367,249     $  930,682
 Jonathan Otterstatter.......       40,000         5.49%      $ 14.599   01/02/2013    $  367,249     $  930,682
 John Shap...................       85,000        11.67%      $ 17.25    12/17/2013    $  922,117     $2,336,825

</TABLE>

----------

    (1) The options that expire on January 2, 2013 were granted as of January 2,
    2003, and had a four-year vesting schedule. The grant of an option to
    purchase 3,144 shares of common stock of SPSS to Jack Noonan that expires on
    August 18, 2013 was granted as of August 18, 2003 and vested immediately
    upon the date of grant. The grant of an option to purchase 979 shares of
    common stock of SPSS to Edward Hamburg that expires on August 18, 2013 was
    granted as of August 18, 2003 and vested immediately upon the date of grant.
    The grant of an option to purchase 85,000 shares of common stock of SPSS to
    John Shap that expires on December 17, 2013 was granted as of December 17,
    2003 and had a four-year vesting schedule. Pursuant to authority granted
    under the Company's 2002 Equity Incentive Plan, the Board may grant
    additional options to certain option holders in the event that such option
    holders pay the exercise

                                       3

<PAGE>




    price of their options or any applicable withholding taxes by surrendering
    shares of SPSS common stock. In these cases, the Board has granted "reload"
    options at the then current market price in an amount equal to the number of
    shares of SPSS common stock that the option holder surrendered.

(2) In satisfaction of applicable SEC regulations, the table shows the potential
    realizable values of these options, upon their latest possible expiration
    date, at arbitrarily assumed annualized rates of stock price appreciation of
    five and ten percent over the term of the options. The potential realizable
    value columns of the table illustrate values that might be realized upon
    exercise of the options at the end of the ten-year period starting with
    their vesting commencement dates, based on the assumptions shown above.
    Because actual gains will depend upon the actual dates of exercise of the
    options and the future performance of the common stock in the market, the
    amounts shown in this table may not reflect the values actually realized. No
    gain to the named executive officers is possible without an increase in
    stock price which will benefit all stockholders proportionately. Actual
    gains, if any, on option exercises and common stock holdings are dependent
    on the future performance of the common stock and general stock market
    conditions. There can be no assurance that the potential realizable values
    shown in this table will be achieved, or that the stock price will not be
    lower or higher than projected at five and ten percent assumed annualized
    rates of appreciation.

(3) Mr. Zanghi resigned from his position as Executive Vice President and Chief
    Operating Officer, effective July 1, 2004.


        AGGREGATED OPTION/STOCK APPRECIATION RIGHT EXERCISES IN 2003 AND
                 YEAR-END OPTION/STOCK APPRECIATION RIGHT VALUES

<TABLE>
<CAPTION>


                                                                                   VALUE OF UNEXERCISED
                                                      NUMBER OF UNEXERCISED            IN-THE-MONEY
                                                        OPTIONS/SARS AT              OPTIONS/SARS AT
                                                         YEAR-END(#)(1)              YEAR-END($)(1)(2)
                             SHARES       VALUE     -------------------------    -------------------------
                          ACQUIRED ON    REALIZED
           NAME           EXERCISE(#)   ($)(1)(3)   EXERCISABLE/UNEXERCISABLE    EXERCISABLE/UNEXERCISABLE
 -----------------------  ------------  ----------  -------------------------    -------------------------
 <S>                      <C>           <C>         <C>                          <C>
 Jack Noonan............    45,576      487,193        488,961 / 120,260           $ 616,720 / $ 176,869
 Edward Hamburg.........     1,743       17,221         224,398 / 66,581           $ 324,222 / $ 101,068
 Brian Zanghi (4).......     None          N/A          78,781 / 106,219           $  30,172 / $ 101,068
 Jonathan Otterstatter..     None          N/A          103,366 / 72,690           $ 184,603 / $ 101,593
 John Shap..............     None          N/A             0 / 85,000                  $ 0 / $ 53,550

</TABLE>

----------

(1) All information provided is with respect to stock options. No stock
    appreciation rights have been issued by SPSS.

(2) These amounts have been determined by multiplying the aggregate number of
    options by the difference between $17.88, the closing price of the common
    stock on the Nasdaq National Market on December 31, 2003, and the exercise
    price for that option.

(3) These amounts have been determined by multiplying the aggregate number of
    options exercised by the difference between the closing price of the common
    stock on the Nasdaq National Market on the date of exercise and the exercise
    price for that option.

(4) Mr. Zanghi resigned from his position as Executive Vice President and Chief
    Operating Officer, effective July 1, 2004.

COMPENSATION OF DIRECTORS

         As of December 31, 2003, the non-employee directors serving on the
Board were entitled to receive cash compensation as described below. However,
SPSS only began to compensate its Board members in cash, effective as of


                                       4
<PAGE>




the third fiscal quarter of 2003. In addition, some of the directors changed
duties during the fiscal year. As such, we have listed below both the annual
amount that a director would be entitled to receive for a particular Board or
committee position and the amounts actually received by each director holding
such position during 2003.

    -    The Chairman of the Board was entitled to receive $80,000 annually for
         services rendered in this capacity. All non-employee directors serving
         on the Board, including the Chairman, were entitled to receive
         compensation for board service in the amount of $30,000 annually.
         Norman Nie received $40,000 for his service as Chairman of the Board
         during both the third and fourth fiscal quarters of 2003. Dr. Nie,
         Michael Blair, William Binch, Kenneth Holec, Merritt Lutz and Promod
         Haque, respectively, received $15,000 for board service during both the
         third and fourth fiscal quarters of 2003. Mr. Goldstein received $7,500
         for board service during the third fiscal quarter of 2003. Mr.
         Whitchurch received $7,500 for board services during the fourth quarter
         of 2003.

    -    The Chairman of the Audit Committee was entitled to receive $40,000
         annually for services rendered in this capacity and the additional
         members of the Audit Committee were entitled to receive $20,000
         annually for their service as Audit Committee members. Mr. Blair
         received $10,000 for his service as the Chairman of the Audit Committee
         during the third fiscal quarter of 2003 and an additional $5,000 for
         his service a member of the Audit Committee during the fourth fiscal
         quarter of 2003. Mr. Whitchurch received $10,000 for his service as the
         Chairman of the Audit Committee during the fourth fiscal quarter of
         2003. Mr. Binch received $10,000 for his service a member of the Audit
         Committee during both the third and fourth fiscal quarters of 2003. Mr.
         Holec received $5,000 for his service as a member of the Audit
         Committee during the third fiscal quarter of 2003.

    -    The Chairman of the Compensation Committee was entitled to receive
         $10,000 annually for services rendered in this capacity and the
         additional members of the Compensation Committee were entitled to
         receive $5,000 annually for their service as Compensation Committee
         members. Mr. Binch received $5,000 for service as the Chairman of the
         Compensation Committee during both the third and fourth fiscal quarters
         of 2003. Mr. Lutz and Mr. Blair, respectively, received $2,500 for
         service as members of the Compensation Committee during both the third
         and fourth fiscal quarters of 2003.

    -    The Chairman of the Nominating Committee was entitled to receive
         $10,000 annually for services rendered in this capacity and the
         additional members of the Nominating Committee were entitled to receive
         $5,000 annually for their service as Audit Committee members. Dr. Nie
         received $2,500 for his service as the Chairman of the Nominating
         Committee during the third fiscal quarter of 2003. Dr. Haque replaced
         Dr. Nie as a member of the Nominating Committee for the fourth fiscal
         quarter of 2003 and received $1,250 for service as a member of the
         Nominating Committee during the fourth fiscal quarter. Mr. Lutz
         received $2,500 for service as a member of the Nominating Committee
         during both the third and fourth fiscal quarters of 2003.

         For the year ended December 31, 2003, the non-employee directors
serving on the Board were entitled to the following option grants:

    -    Non-Employee directors serving on the Board on January 2, 2003 were
         entitled to receive an option to purchase 7,500 shares of SPSS common
         stock.

    -    Non-Employee directors serving on the Board on July 1, 2003 were
         entitled to receive an option to purchase 5,000 shares of SPSS common
         stock as a formula grant under the Company's 2002 Equity Incentive
         Plan.

    -    Upon the initial election of Charles R. Whitchurch as a member of the
         Board, Mr. Whitchurch was entitled to receive an option to purchase
         10,000 shares of SPSS common stock as a formula grant under the
         Company's 2002 Equity Incentive Plan.

         Each director was also reimbursed by SPSS for all reasonable expenses
incurred in connection with services provided as a director.

                                       5
<PAGE>





         During 2003, three of the non-employee directors of SPSS received
additional compensation as follows: Norman Nie received compensation in the
amount of $135,600 for consultant work on a part-time basis. See the Section
titled "Consulting Agreements," below, for further information on compensation
paid to Dr. Nie. William Binch received a monthly consulting fee of $3,000 for
consulting work on a part-time basis from January 2003 through June 2003.
Kenneth Holec was entitled to receive a consulting fee in the amount of $1,000
from July 2002 to March 2003 as a retainer for consulting work on a part-time
basis. This $1,000 payment was made to Mr. Holec during 2002 and no additional
compensation for consulting work was paid to Mr. Holec during 2003. Mr. Holec
also received an additional grant of an option to purchase 46,000 shares of SPSS
common stock at an exercise price of $11.00 per share, which option grant was
approved by the Board on April 23, 2003 and granted in exchange for various
Board services provided by Mr. Holec.

EMPLOYMENT AGREEMENT WITH JACK NOONAN

         SPSS entered into an employment agreement with Jack Noonan on January
14, 1992. This employment agreement provided for a one-year term with automatic
one-year extensions unless he or SPSS gives a written termination notice at
least 90 days before the expiration of the initial term or any extension. It
also provides for a base salary of $225,000 during the initial term, together
with the same benefits provided to other employees of SPSS. The Compensation
Committee of the Board of Directors annually reviews Mr. Noonan's base
compensation and increased it to $235,000 for 1993, 1994, 1995, 1996 and 1997
and to $242,500 in 1998, $256,500 in 1999, $275,000 in 2000, $310,000 in 2001,
$310,000 in 2002 and $320,000 in 2003. If SPSS terminates Mr. Noonan's
employment without cause, SPSS must pay him an amount equal to fifty percent of
his annual base salary in effect at the time of termination. This amount is
payable in twelve equal monthly installments. However, if Mr. Noonan finds other
employment at a comparable salary, the Company's obligation to make these
payments ceases. The employment agreement requires him to refrain from
disclosing confidential information of SPSS and to abstain from competing with
SPSS during his employment and for a period of one year after employment ceases.
Only Mr. Noonan is employed through an employment or similar agreement with
SPSS. However, SPSS does have confidentiality and work-for-hire agreements with
many of its key management and technical personnel.

CONSULTING AGREEMENTS

         SPSS entered into a consulting agreement (the "Initial Nie Consulting
Agreement"), dated as of January 1, 1997, with Norman H. Nie Consulting L.L.C.,
an Illinois Limited Liability Company ("Nie Consulting"). The Initial Nie
Consulting Agreement was effective until May 31, 2003. Pursuant to the Initial
Nie Consulting Agreement, Nie Consulting was to provide thirty (30) hours per
month of consulting services on various matters relating to the business of
SPSS. This consulting agreement provided for a one-year term with automatic
one-year extensions unless Nie Consulting or SPSS gave a written notice of
termination at least thirty (30) days prior to the expiration of the initial
term or any extension. SPSS could terminate this consulting agreement for cause,
in which event SPSS would pay Nie Consulting all accrued but unpaid
compensation. The agreement also provided that Nie Consulting was to receive
annual compensation of $80,800 and reimbursement of reasonable out-of-pocket
expenses incurred in performing services under the consulting agreement. The
Initial Nie Consulting Agreement required that Nie Consulting refrain from
disclosing confidential information about SPSS during the term of the consulting
agreement and for a period of five (5) years after its expiration. In addition,
the Initial Nie Consulting Agreement required that Nie Consulting abstain from
competing with SPSS during his consultancy and for a period of one-year after
the consultancy ceases. During fiscal year 2003, SPSS paid to Nie Consulting
compensation in the amount of $40,400 pursuant to the Initial Nie Consulting
Agreement.

         During 2003, SPSS entered into a new consulting agreement, dated as of
June 1, 2003, with Nie Consulting (the "Second Nie Consulting Agreement") to
replace the Initial Nie Consulting Agreement. Pursuant to the Second Nie
Consulting Agreement, Nie Consulting is to provide services to SPSS both to
assist SPSS in re-engineering certain of its business processes and to assist
SPSS on various matters relating to the Company's business. The Second Nie
Consulting Agreement provides that it shall continue in effect until either Nie
Consulting or SPSS gives a written notice of

                                       6

<PAGE>




termination at least fifteen (15) days in advance of such termination. The
Second Nie Consulting Agreement also provides that Nie Consulting is to receive
monthly compensation in the amount of $10,000 per month, provided that from
September 2003 through and including January 2004, Nie Consulting will instead
receive monthly compensation in the amount of $15,000 per month. In addition,
Nie Consulting shall be entitled to reimbursement of reasonable out-of-pocket
expenses incurred in performing the consulting services. The Second Nie
Consulting Agreement requires that Nie Consulting refrain from disclosing
confidential information about SPSS during the term of the consulting agreement
and for a period of five (5) years after its expiration. In addition, the Second
Nie Consulting Agreement requires that Nie Consulting abstain from competing
with SPSS during its consultancy and for a period of one year after the
consultancy ceases. During fiscal year 2003, SPSS paid to Nie Consulting
compensation in the amount of $95,200 pursuant to the Second Nie Consulting
Agreement.

         SPSS entered into a consulting arrangement with William Binch whereby
Mr. Binch received a monthly consulting fee of $3,000 for consulting work
performed on a part-time basis. He received this consulting fee from January
2003 through June 2003. After June 2003, the consulting arrangement was
terminated.

         SPSS entered into a consulting arrangement with Kenneth Holec whereby
Mr. Holec was entitled to receive a consulting fee in the amount of $1,000 from
July 2002 to March 2003 as a retainer for consulting work on a part-time basis.
This $1,000 payment was made to him during 2002 and no additional compensation
for consulting work was paid to him during 2003.

CHANGE OF CONTROL AGREEMENTS

         On November 27, 2000, SPSS entered into revised change of control
agreements with Jack Noonan and Edward Hamburg. SPSS entered into a new change
of control agreement with Jonathan Otterstatter on April 25, 2003 and a new
change of control agreement with John Shap effective as of December 15, 2003.
Each of these agreements provides certain benefits to the relevant executive
officer if the executive officer is terminated or constructively terminated
following a change of control. Each agreement provides that, if the executive
officer is terminated without cause or constructively terminated within two
years following a change of control, then the executive officer may receive
benefits including (a) a severance package equal to the greater of (i) the
aggregate cash compensation received in the immediately preceding fiscal year,
or (ii) the aggregate cash compensation scheduled to be received during the
current fiscal year; (b) the accelerated vesting of all previously unvested
options; and (c) participation in the same health and welfare benefits he or she
received at any time within 120 days of the change of control for eighteen (18)
months following that date of such termination.

         As more fully described above under the section entitled "Employment
Agreement with Jack Noonan," if SPSS terminates Mr. Noonan's employment without
cause and he does not find other employment at a comparable salary, SPSS must
pay him an amount equal to fifty percent of his annual base salary in effect at
the time of termination.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         William Binch, Michael Blair and Merritt Lutz were directors and
members of the Compensation Committee during fiscal year 2003. None of the
members of the Compensation Committee has ever been an officer or employee of
SPSS or any of its subsidiaries. From January 2003 through June 2003, Mr. Binch
performed part-time consulting services for SPSS. William Binch received a
monthly consulting fee in the amount of $3,000 for this consulting work, as more
particularly described under the section entitled "Certain Relationships and
Related Transactions."

                                       7


<PAGE>





REPORT OF THE SPSS COMPENSATION COMMITTEE

To:  The Board of Directors and Stockholders of SPSS Inc.:

         During 2003, the NASDAQ National Market, on which our Common Stock
trades, amended its listing criteria to implement modified standards of
independence for its listed companies' Boards of Directors and Board committees.
SPSS is proud to report that it maintains a Compensation Committee that both
satisfied the NASDAQ standards prior to the implementation of the amended
listing standards and continues to satisfy the NASDAQ standards after the
implementation of the amended listing standards.

         SPSS has been responsive to increased concerns regarding corporate
governance and, in particular, the role of the Compensation Committee in
establishing and monitoring the Company's compensation philosophy and programs
to enhance the link between pay and performance.

         During 2003, the Compensation Committee pursued a number of projects
related to our compensation analysis. In order to maximize our effectiveness, we
retained Frederic W. Cook & Co., a nationally recognized compensation consulting
firm, to advise the Compensation Committee with respect to our compensation
analysis. The Compensation Committee's three most significant projects during
2003 were:

     1.  A general review and reconsideration of the Company's overall
         compensation philosophy.

     2.  A specific and thorough review of the Company's compensation programs
         for its directors and executive officers.

     3.  A specific and thorough review of the Company's equity-based
         compensation plan to determine if the equity plan could be revised in a
         manner that would reduce the effective cost to the Company's
         stockholders of administering the plan, while at the same time
         maintaining or even enhancing the plan's ability to motivate and reward
         performance that enhances stockholder value.

COMPENSATION PHILOSOPHY

         The Compensation Committee's general review of the Company's overall
compensation philosophy resulted in a decision by the Compensation Committee to
leave the Company's basic compensation philosophy unchanged, but, nevertheless,
adjust some of its details to better serve the interests of stockholders. The
general objective of the Company's executive compensation program is to help
SPSS attract and retain talented executives while at the same time promoting the
interests of the Company's stockholders. To meet this objective, the
Compensation Committee has endorsed compensation programs for executive officers
that place a substantial portion of each executive officer's potential
compensation at risk and dependent on a combination of performance criteria
which are generally considered to approximate increases in stockholder value
over the performance of SPSS. Within this philosophy, the Compensation
Committee's key objectives are to:

     1.  Offer a total compensation package to the Company's directors and
         executive officers that is market competitive, taking into account
         comparable positions at various companies within the Company's "peer
         group."

     2.  Motivate the Company's executive officers to achieve the Company's
         business objectives by providing annual incentive compensation awards
         that take into account the Company's overall performance against
         corporate objectives.

     3.  Provide meaningful equity-based, long-term incentives.

                                       8

<PAGE>




COMPENSATION PROCESS AND COMPONENTS

         The components of the Company's compensation program include base
salary, cash bonuses and other incentive compensation, stock options and other
equity-based compensation as well as other benefit programs. In fiscal year
2003, the Compensation Committee presented to the Board its recommendations and
conclusions regarding compensation for the executive officers, and the Board
approved the Compensation Committee's recommendations and conclusions in all
respects. With respect to both Company officers other than the executive
officers and other Company employees, the Compensation Committee has determined
the framework within which compensation decisions will be made and has delegated
to the Company's Chief Executive Officer the authority to make compensation
decisions regarding these officers and employees, subject to review and approval
by the Compensation Committee.

         Base Salary

         Base salary is intended to provide a fixed level of compensation
reflecting the scope and nature of basic job responsibilities. The Compensation
Committee grants salary increases, if appropriate, after a review of individual
performance and an assessment of the relative competitiveness of the current
salary. In keeping with the goal of unifying the interests of the Company's
executive officers and its stockholders, base salary is designed to represent a
relatively small portion of the total compensation that the senior executives
have the potential to earn each year. However, depending upon (i) success in
achieving the performance goals which govern the executive officers' right to
receive bonuses, and (ii) the extent to which enhanced performance has increased
the value of equity-based compensation, base salary could represent a majority
of the compensation actually received by an executive officer in any given year.

         Bonus Awards

         Bonus awards recognize an executive officer's contribution to each
year's actual operating results as measured against specified performance
objectives. For executive officers other than the Chief Executive Officer, the
performance objectives for each executive officer frequently have two
components: (a) objectives relating specifically to the individual's job
performance; and (b) objectives relating to the Company's overall performance.
The relative weight given to each component may vary. When establishing
performance objectives relating to the Company's overall performance, the
Compensation Committee focuses primarily on financial performance, specifically
operating and net income. The amount of bonus compensation paid to the executive
officers is determined by comparing actual results to performance objectives
established by the Compensation Committee based upon the operating budget
approved by the Board of Directors of SPSS for that year. The potential bonus is
generally established as a percentage of the executive officer's base salary.
The actual percentage of base salary which executives are entitled to receive as
bonus compensation will increase or decrease depending on the extent to which
the performance objective is achieved. In addition to regular annual bonuses the
amount of which are determined in whole or in part by the Company's financial
performance, the Compensation Committee from time to time makes special bonus
awards to individuals based upon exceptional performance. These special bonuses
are not intended to be recurring in nature, they were not taken into account in
the design of the Company's executive compensation plan and no specific
percentage of any employee's compensation has been allocated to this form of
bonus.

         Stock Option Plan

         Stock options are considered an important component of the Company's
incentive compensation. Stock options provide the right to purchase, at fair
market value on the date of grant, a fixed number of shares of SPSS common stock
during the term of the option, which is typically ten years from the date of
grant. Options are also typically subject to vesting provisions which require
the recipients continued employment by SPSS for a period of three to five years
from the date of grant in order for the recipient to be entitled to the full
benefit of the option, although certain options granted to executives with
policy-making responsibility provide for accelerated vesting if the Company
significantly exceeds its budget projections. In determining the size of the
option grants, the Compensation Committee considers the impact of the grants on
existing stockholders' stock ownership positions and the prospective value of
the options as a performance


                                       9
<PAGE>




incentive. The number of options previously awarded to and held by executive
officers is reviewed and is also considered as a factor in determining the size
of current option grants.

CHIEF EXECUTIVE OFFICER COMPENSATION

         The Compensation Committee has established the CEO's base salary and
bonus employing largely the same principles described above, except that the
amount of the CEO's bonus is purely a function of the financial performance of
SPSS measured against the operating and net income goals established by the
Compensation Committee and approved by the Board of Directors at the beginning
of each year. The Compensation Committee believes that it has established a
total compensation package that compares favorably to industry standards. The
Compensation Committee considers the total salary and incentive compensation
provided to chief executives of companies in the SPSS "peer group," although it
does not target a specific percentile range within this group of similar
companies in determining the CEO's compensation.

         Mr. Noonan's bonus is determined in the same manner as the other
policy-making senior executives, except that no portion of Mr. Noonan's bonus is
based on exceptional individual performance. It is the Compensation Committee's
view that the CEO's compensation should be based solely on the financial
performance of SPSS and that, for the CEO, exceptional individual performance is
so closely aligned with SPSS financial performance that the CEO's bonus should
be based solely on overall SPSS financial performance.

         In 2003, Mr. Noonan received approximately twice the number of stock
options received by the other policy-making senior executives. The Compensation
Committee recommended grants to Mr. Noonan of stock options to acquire 70,000
shares of common stock at $14.599 per share effective January 2, 2003. These
options vested ratably over a four-year vesting schedule, beginning at the
conclusion of the first month following the grant date. These options were
granted with the same vesting schedule applied to options granted to other named
executive officers, which vesting schedule was deemed appropriate by the
Compensation Committee. The Compensation Committee determined that the level of
options granted to Mr. Noonan was appropriate given the importance of his
contributions to the Company. In recommending these grants, the Compensation
Committee also considered that such grants would further the Company's policy of
seeking to align the interests of its senior executives with those of its
stockholders.

TAX CONSIDERATIONS

         To the extent readily determinable and as one of the factors in its
consideration of compensation matters, the Compensation Committee considers the
anticipated tax treatment to SPSS and to the executive officers of various
payments and benefits. Some types of compensation payments and their
deductibility (e.g., the spread on exercise of non-qualified options) depend
upon the timing of an executive officer's vesting or exercise of previously
granted rights. Interpretations of and changes in the tax laws and other factors
beyond the Compensation Committee's control also affect the deductibility of
compensation. For these and other reasons, SPSS will not necessarily and in all
circumstances limit executive compensation to the amount which is permitted to
be deductible as an expense of SPSS under Section 162(m) of the Internal Revenue
Code. The Compensation Committee will consider various alternatives to
preserving the deductibility of compensation payments and benefits to the extent
reasonably practicable and to the extent consistent with its other compensation
objectives.

                                 Compensation Committee of SPSS Inc.

                                 William Binch
                                 Michael Blair
                                 Merritt Lutz


                                       10









<PAGE>
PERFORMANCE GRAPH

         The following graph shows the changes in $100 invested since December
31, 1998, in the Company's common stock, the NASDAQ 100 Stocks Index and S&P
Computer Software and Services Index, a specialized industry focus group,
assuming that all dividends were reinvested.




                               [PERFORMANCE GRAPH]


<TABLE>
<CAPTION>

                                                12/31/1998    12/31/1999   12/31/2000    12/31/2001    12/31/2002    12/31/2003
                                                ----------    ----------   ----------    ----------    ----------    ----------
<S>                                             <C>           <C>          <C>           <C>           <C>           <C>
SPSS (NASDAQ SPSS)                              $   100.00    $   133.74   $   116.84    $    94.01    $    74.10    $    94.70
NASDAQ 100 Stock Index                          $   100.00    $   201.95   $   127.54    $    85.90    $    53.61    $    79.95
S&P Computer Software and Services Index        $   100.00    $   119.53   $   107.41    $    93.40    $    71.57    $    90.46
</TABLE>





                                       11

<PAGE>

                                   SIGNATURES

    Pursuant to requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934 and Rule 12b-15 promulgated thereunder, the Registrant has duly
caused this Amendment No. 1 to Annual Report on Form 10-K to be signed on its
behalf by the undersigned, thereunto duly authorized as of August 6, 2004.


                                       SPSS INC.


                                       By: /s/ Edward Hamburg
                                           -------------------------------------
                                           Edward Hamburg
                                           Executive Vice President,
                                           Corporate Operations,
                                           Chief Financial Officer and Secretary


<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>


   EXHIBIT
   NUMBER                         DOCUMENT DESCRIPTION
   -------                        --------------------

<S>             <C>
     31.1        Certification of the Chief Executive Officer and President pursuant
                 to Section 302 of the Sarbanes-Oxley Act of 2002.

     31.2        Certification of the Chief Financial Officer pursuant to Section
                 302 of the Sarbanes-Oxley Act of 2002.

     32.1        Certification of Chief Executive Officer and President pursuant
                 to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
                 the Sarbanes-Oxley Act of 2002.

     32.2        Certification of Chief Financial Officer pursuant to 18 U.S.C.
                 Section 1350, as Adopted Pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.
</TABLE>