Exhibit 99.0


                                  RISK FACTORS




    Fluctuations  in  Quarterly  Operating  Results.  The  Company's  quarterly
operating  results  can  be  subject  to  fluctuation  due to  several  factors,
including   the  number  and  timing  of  product   updates   and  new   product
introductions,  delays  in  product  development  and  introduction,  purchasing
schedules of its customers,  changes in foreign currency exchange rates, product
and market development expenditures, the timing of product shipments, changes in
product mix, timing and cost of acquisitions  and general  economic  conditions.
Because  the  Company's  expense  levels  are to a  large  extent  based  on its
forecasts of future  revenues,  operating  results may be adversely  affected if
such revenues fall below  expectations.  Accordingly,  the Company believes that
quarter-to-quarter   comparisons  of  its  results  of  operations  may  not  be
meaningful and should not be relied upon as an indication of future performance.
The Company has  historically  operated  with very  little  backlog  because its
products are generally shipped as orders are received. As a result,  revenues in
any  quarter  are  dependent  on orders  shipped  and  licenses  renewed in that
quarter. The Company has experienced a seasonal pattern in its operating results
with the fourth  quarter  typically  having the highest  operating  income.  For
example,  excluding acquisition and other non-recurring  charges, the percentage
of the  Company's  operating  income  realized in the fourth  quarter was 41% in
1994,  41% in 1995 and 38% in 1996.  In  addition,  the timing and amount of the
Company's  revenues are subject to a number of factors that make  estimation  of
operating results prior to the end of a quarter uncertain. A significant portion
of  the  Company's   operating   expenses  are  relatively  fixed,  and  planned
expenditures are based primarily on revenue forecasts. More specifically, in the
fourth quarter,  the variable profit margins on modest increases in sales volume
at the end of the quarter are  significant.  Should the Company  fail to achieve
such fourth quarter revenue increases, net income for the fourth quarter and the
full year could be materially affected.  Generally,  if revenues do not meet the
Company's expectations in any given quarter, operating results will be adversely
affected. Although the Company had been profitable in each of the seven quarters
up to and including the quarter ending June 30, 1994, the Company  experienced a
net loss of $331,000 in the third quarter of 1994 due to a one-time write-off of
$1,928,000 for acquired and in-process technology and other  acquisition-related
charges  recorded in connection with the Company's  acquisition of SYSTAT,  Inc.
("SYSTAT"). The Company has been profitable in the nine quarters ending December
31, 1994  through  December 31, 1996.  However,  there can be no assurance  that
profitability on a quarterly or annual basis can be achieved or sustained in the
future.

      Dependence  on a Single  Product  Category;  Declining  Sales  of  Certain
Products.  The Company derives  substantially  all of its product  revenues from
licenses of  statistical  software.  Accordingly,  any decline in revenues  from
licenses of the  Company's  statistical  software,  or  reduction  in demand for
statistical  software  generally,  could have a material  adverse  effect on the
Company.

      In recent years SPSS has experienced a significant shift in the sources of
its revenues.  Historically, the Company derived a large portion of its revenues
from licenses of its mainframe and minicomputer ("Large Systems") products. As a
result of the  general  shift by  computer  users from Large  Systems to desktop
computers, the Company has experienced an ongoing decline in revenues from Large
Systems products in the last several years,  although this decline has generally
lessened in recent quarters.  Revenues from Large Systems licenses declined from
approximately  $15.6  million in 1991 to $10.7  million in 1995,  while sales of
desktop products  increased from $21.8 million in 1991 to $56.9 million in 1995,
although  revenues from Large Systems  licenses only declined from $10.8 million
to $10.7  million  from  1994 to 1995.  Management  is  unable  to  predict  the
continuing rate of decline on Large Systems licenses,  if any. Revenues from the
Company's  products for desktop computers  ("Desktop  products") now account for
nearly three-quarters of the Company's revenues and this percentage may continue
to increase.




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      Rapid   Technological   Change.   The   computer   software   industry  is
characterized by rapid technological advances, changes in customer requirements,
frequent  product  enhancements  and new product  introductions.  The  Company's
future success will depend upon its ability to enhance its existing products and
introduce new products that keep pace with technological  developments,  respond
to evolving customer requirements and achieve market acceptance.  In particular,
the Company  believes it must  continue to respond  quickly to users'  needs for
greater  functionality,  improved  usability  and support for new  hardware  and
operating  systems.  Any  failure  by  the  Company  to  respond  adequately  to
technological developments and customer requirements,  or any significant delays
in product development or introduction, could result in loss of revenues. In the
past, the Company has, on occasion,  experienced  delays in the  introduction of
new  products  and product  enhancements,  primarily  due to  difficulties  with
particular  operating  environments and problems with software provided by third
parties. The extent of these delays has varied depending upon the size and scope
of the project and the nature of the problems encountered. Such delays have most
often  resulted from "bugs"  encountered  in working with new and/or  beta-stage
versions  of  operating  systems and other  third  party  software,  and bugs or
unexpected  difficulties  in existing  third  party  software  which  complicate
integration  with the  Company's  software.  From time to time,  the Company has
discovered bugs in its products which are resolved through maintenance  releases
or through periodic updates depending upon the seriousness of the defect.  There
can be no  assurance  that the Company  will be  successful  in  developing  and
marketing  new  products or product  enhancements  on a timely basis or that the
Company will not experience significant delays or defects in its products in the
future,  which could have a material adverse effect on the Company. In addition,
there can be no assurance that new products or product enhancements developed by
the Company will achieve market  acceptance or that  developments by others will
not render the Company's products or technologies obsolete or noncompetitive.

     International Operations. The Company's revenues from operations outside of
North America accounted for approximately  40%, 45% and 50% of the Company's net
revenues in 1993, 1994 and 1995, respectively. The Company expects that revenues
from  international  operations will continue to represent a large percentage of
its net revenues and that this  percentage  may  increase,  particularly  as the
Company  further  "localizes"  the SPSS product line by translating its products
into  additional  languages.  International  revenues are subject to a number of
risks, including greater difficulties in accounts receivable collection,  longer
payment  cycles,  exposure  to currency  fluctuations,  political  and  economic
instability and the burdens of complying with a wide variety of foreign laws and
regulatory requirements. The Company also believes that it is exposed to greater
levels of  software  piracy  in  international  markets  because  of the  weaker
protection afforded to intellectual property in some foreign  jurisdictions.  As
the Company  expands its  international  operations,  the risks  described above
could increase and, could have a material adverse effect on the Company.

      Potential Volatility of Stock Price. There has been significant volatility
in the  market  prices  of  securities  of  technology  companies  and  in  some
instances,  such  volatility has been unrelated to the operating  performance of
such companies. Market fluctuations may adversely affect the price of the Common
Stock.  The Company also believes  factors such as announcements of new products
by the Company or its competitors,  quarterly  variations in financial  results,
recommendations  and reports of analysts and other factors  beyond the Company's
control  could  cause  the  market  price  of  the  Common  Stock  to  fluctuate
substantially.

      Reliance on Relationships with Third Parties. The Company licenses certain
software from third parties.  Some of this licensed  software is embedded in the
Company's products, and some is offered as add-on products. If such licenses are
discontinued, or become invalid or unenforceable, there can be no assurance that
the Company will be able to develop substitutes for this software  independently
or to obtain alternative  sources in a timely manner. Any delays in obtaining or
developing  substitutes  for  licensed  software  could have a material  adverse
effect on the Company.

     In  February  1993,  the  Company  entered  into  an  exclusive,  worldwide
agreement (the "Prentice Hall  Agreement")  with Prentice Hall, Inc.  ("Prentice
Hall") under which Prentice Hall publishes and  distributes  the student version
of the Company's  software and all of the Company's  publications.  As a result,
the Company is


<PAGE>



dependent on Prentice  Hall for the  development  and support of the markets for
student software and its  publications.  The failure of Prentice Hall to perform
its  obligations  under the  Prentice  Hall  Agreement  adequately  could have a
material adverse effect on the Company.

     In  February  1993,  the  Company  entered  into  a  Software  Distribution
Agreement  (the  "IBM  Software  Distribution   Agreement")  with  International
Business  Machines  Corporation  ("IBM")  under  which  IBM is  responsible  for
manufacturing and packaging the Company's  products and distributing them to the
Company's  domestic and European  customers.  In January 1997,  the IBM Software
agreement  was  replaced  with a similar  agreement  with Banta  Global  Turnkey
("Banta").  If Banta  fails to  adequately  perform its  obligations  under this
agreement,  or if the agreement is terminated,  the Company's  operating results
could be materially adversely effected.

      Changes in Public  Expenditures  and Overall  Economic  Activity Levels. A
significant  portion  of the  Company's  revenues  comes  from  licenses  of its
products  directly to foreign and  domestic  government  entities.  In addition,
significant  amounts of the  Company's  revenues  come from licenses to academic
institutions,  healthcare  organizations  and private  businesses which contract
with or are funded by government entities.  Government  appropriations processes
are often  slow,  unpredictable  and subject to factors  outside  the  Company's
control. In addition, proposals are currently being made in certain countries to
reduce   government   spending.   Reductions  in  government   expenditures  and
termination or  renegotiation of  government-funded  programs or contracts could
have a material adverse effect on the Company. In addition,  declines in overall
levels of economic  activity  could also have a material  adverse  impact on the
Company.

      Competition.  The  market  for the  statistical  software  is both  highly
competitive  and  fragmented.  The Company  primarily  competes with one general
statistical software provider which is larger and has greater resources than the
Company,  as  well  as  with  numerous  other  companies  offering   statistical
applications  software,  many  of  which  offer  products  focused  on  specific
statistical applications. The Company considers its primary worldwide competitor
to be the larger and better-financed SAS Institute ("SAS"), although the Company
believes that SAS's revenues are derived principally from products that are used
for  purposes  other than  statistics  and operate on large  systems  platforms.
StatSoft Inc., developers of the Statistica product ("Statistica"),  Manugistics
Group, Inc., distributors of the Statgraphics Plus product ("Statgraphics"), and
Minitab,  Inc. ("Minitab") are also competitors,  although their annual revenues
from these  statistical  products are believed to be considerably  less than the
revenues of SPSS.

      In the  future,  SPSS may face  competition  from  new  entrants  into the
statistical software market. The Company could also experience  competition from
companies in other sectors of the broader market for data  management,  analysis
and  presentation  software,   such  as  providers  of  spreadsheets,   database
management  systems,  report writers and executive  information  systems.  These
companies  have  added,  or  in  the  future  may  add,   statistical   analysis
capabilities to their products.  Many of these companies have  significant  name
recognition,  as well as  substantially  greater  capital  resources,  marketing
experience and research and development capabilities than the Company. There can
be no  assurance  that the Company  will have  sufficient  resources to make the
necessary  investment in research and  development  and sales and marketing,  or
that the  Company  will  otherwise  be able to make the  technological  advances
necessary to maintain or enhance its competitive position.  The Company's future
success will also depend  significantly upon its ability to continue to sell its
Desktop  products,  to attract new customers  looking for more  sophisticated or
powerful  software  and to  introduce  additional  add-on  products  to existing
customers.  There can be no  assurance  that the Company will be able to compete
successfully in the future.

      Dependence  on Key  Personnel.  The Company is dependent on the efforts of
certain  executives  and  key  employees,  including  its  President  and  Chief
Executive Officer,  Jack Noonan. The Company's  continued success will depend in
part  on  its  ability  to  attract  and  retain  highly  qualified   technical,
managerial, sales, marketing and other personnel. Competition for such personnel
is intense.  There can be no assurance that the Company will be able to continue
to attract or retain such highly qualified personnel. No life insurance policies
are maintained on the Company's key personnel.



<PAGE>



      Intellectual  Property;  Proprietary  Rights.  The statistical  algorithms
incorporated in the Company's software are not proprietary. The Company believes
that the proprietary technology constituting a portion of the Company's software
determines the speed and quality of displaying the results of computations,  the
connectivity of the Company's products with third party software and the ease of
use of its products.  The Company's success will depend, in part, on its ability
to protect the  proprietary  aspects of its  products.  The Company  attempts to
protect  its   proprietary   software   with  trade  secret  laws  and  internal
nondisclosure   safeguards,   as  well  as  copyright  and  trademark  laws  and
contractual  restrictions on copying,  disclosure and  transferability  that are
incorporated  into its software  license  agreements.  The Company  licenses its
software only in the form of executable code, with  contractual  restrictions on
copying, disclosures and transferability. Except for licenses of its products to
users of Large System products and annual licenses of its Desktop products,  the
Company  licenses its products to  end-users by use of a  "shrink-wrap"  license
that  is not  signed  by  licensees,  as is  customary  in the  industry.  It is
uncertain whether such license  agreements are legally  enforceable.  The source
code for all of the  Company's  products is  protected  as a trade secret and as
unpublished  copyrighted  work.  In  addition,  the  Company  has  entered  into
confidentiality  and  nondisclosure  agreements with its key employees.  Despite
these restrictions,  it may be possible for competitors or users to copy aspects
of the Company's  products or to obtain information which the Company regards as
a trade  secret.  The  Company  has no  patents,  and  judicial  enforcement  of
copyright  laws  may  be  uncertain,  particularly  outside  of  North  America.
Preventing  unauthorized  use of computer  software is  difficult,  and software
piracy  is  expected  to be a  persistent  problem  for  the  packaged  software
industry.  These problems may be particularly acute in international markets. In
addition,  the laws of certain countries in which the Company's  products are or
may be licensed do not protect the Company's products and intellectual  property
rights  to the  same  extent  as the  laws of the  United  States.  Despite  the
precautions  taken by the  Company,  it may be possible for  unauthorized  third
parties to reverse  engineer  or copy the  Company's  products or obtain and use
information  that the Company regards as proprietary.  There can be no assurance
that the steps taken by the Company to protect  its  proprietary  rights will be
adequate to prevent misappropriation of its technology.

      Although  the  Company's  products  have  never  been  the  subject  of an
infringement claim, there can be no assurance that third parties will not assert
infringement claims against the Company in the future or that any such assertion
will not result in costly  litigation or require the Company to obtain a license
to use the  intellectual  property of third  parties.  There can be no assurance
that such licenses will be available on reasonable  terms,  or at all. There can
also be no  assurance  that the  Company's  competitors  will not  independently
develop  technologies  that are  substantially  equivalent  or  superior  to the
Company's technologies.

      Control by Existing Stockholders; Antitakeover Effects. As of December 31,
1996,  the  Company's   executive  officers  and  directors  owned  beneficially
approximately 22.2% of the outstanding shares of Common Stock. The Norman H. Nie
Revocable Trust Dated March 15, 1991 (the "Nie Trust") and affiliates of the Nie
Trust, are entitled to nominate a director for inclusion in the management slate
for election to the Board so long as the Nie Trust continues to own no less than
12.5% of the  outstanding  shares of Common Stock.  As of December 31, 1996, the
Nie Trust and affiliates of the Nie Trust beneficially owned approximately 15.9%
of the  outstanding  shares  of  Common  Stock.  The  Company's  Certificate  of
Incorporation  and Bylaws contain a number of provisions,  including  provisions
requiring  an 80% super  majority  stockholder  approval of certain  actions and
provisions for a classified Board of Directors, which would make the acquisition
of the Company,  by means of an  unsolicited  tender  offer,  a proxy contest or
otherwise, more difficult or impossible.

      Shares  Eligible  for Future Sale.  As of December  31,  1996,  there were
vested  options  outstanding  held by  management to purchase  approximately  an
additional  536,573 shares of SPSS Common Stock and unvested options to purchase
approximately an additional 140,370 shares of SPSS Common Stock, with an average
exercise  price of $5.81 per share.  The  Company has also  established  a stock
purchase plan available to employees of the Company,  which permits employees to
acquire  shares of SPSS  Common  Stock at the end of each  quarter at 85% of the
market price of SPSS Common Stock as of such date.




<PAGE>



     In  addition  to the  Company's  currently  outstanding  shares  and  those
issuable to employees as described above,  the Company has issued  approximately
339,000  shares of SPSS Common  Stock to Jandel's  shareholders.  Such shares of
SPSS Common Stock will generally be available for resale.

      No prediction can be made as to the effect,  if any, that future sales, or
the  availability  of shares of Common Stock for future sales,  will have on the
market price prevailing from time to time. Sales of substantial  amounts of SPSS
Common  Stock by the Company or by  shareholders,  or the  perception  that such
sales may occur, could adversely affect prevailing market prices for SPSS Common
Stock.

     Accumulated  Deficit. The Company had an accumulated deficit of $14,312,000
as of December 31, 1996.