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

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**FORM 10-Q**

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**[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934**

**For the quarterly period ended March 31, 2000**

**OR**

**[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934**

**For the transition period from ________to _________**

**Commission file number 0-20725**

**SIEBEL SYSTEMS, INC.**
(Exact name of Registrant as specified in its charter)



|**Delaware**                                                   | **94-3187233**                      
|-------------------------------------------------------------- | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number)

**1855 South Grant StreetSan Mateo, CA 94402**(Address of principal executive offices)

**(650) 295-5000**(Registrant's telephone number, including area code)







Indicate by check mark whether the registrant (1) has filed all reports required
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 reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [  ]

The number of shares outstanding of the registrant's common stock, par value
      $.001 per share, as of May 2, 2000, was 199,605,529.







**SIEBEL SYSTEMS, INC.
                                    FORM 10-Q
                 For the Quarterly Period Ended March 31, 2000
                               Table of Contents**

**Part I.  Financial Information**

> Item  1.  Financial Statementsa)   Consolidated Balance Sheets
>                         as of March 31, 2000 and December 31, 1999b)   Consolidated Statements of Operations and Comprehensive Income
>                         for the three months ended March 31, 2000 and 1999c)   Consolidated Statements of Cash Flows
>                         for the three months ended March 31, 2000 and 1999d)   Notes to Consolidated Financial Statements
> 
> 
> Item 2.   Management's Discussion and Analysis of Financial Condition and
>                    Results of OperationsItem 3.   Quantitative and Qualitative Disclosures About Market Risk

**Part II. Other Information**

> Item 1.   Legal ProceedingsItem 2.   Changes in Securities and Use of ProceedsItem 6.   Exhibits and Reports on Form 8-K

**Signatures**

**Part I.  Financial Information**

**Item 1.  Financial Statements.**

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**SIEBEL SYSTEMS, INC.****Consolidated Balance Sheets
                     (in thousands, except per share data; unaudited)**

`March 31,    December 31,
                                                            2000          1999
                                                       ------------  ------------
Assets

Current assets:
   Cash and cash equivalents.........................     $568,347      $465,810
   Short-term investments............................      228,815       197,565
   Marketable equity securities......................       76,628       141,939
   Accounts receivable, net..........................      296,621       293,010
   Deferred income taxes.............................       75,773           --
   Prepaids and other................................       38,719        30,711
                                                       ------------  ------------
     Total current assets............................    1,284,903     1,129,035

Property and equipment, net..........................       78,987        56,875
Other assets.........................................       64,643        41,052
                                                       ------------  ------------
     Total assets....................................   $1,428,533    $1,226,962
                                                       ============  ============

Liabilities and Stockholders' Equity

Current liabilities:
   Accounts payable..................................       $4,853       $11,845
   Accrued expenses..................................      166,632       125,085
   Deferred revenue..................................      148,644        86,170
   Deferred income taxes.............................          --         27,832
                                                       ------------  ------------
     Total current liabilities.......................      320,129       250,932

Convertible subordinated debentures....................    300,000       300,000
Deferred income taxes................................        1,439         1,439
                                                       ------------  ------------
     Total liabilities...............................      621,568       552,371
                                                       ------------  ------------
Stockholders' equity:
  Common stock, $0.001 par value; 800,000
   shares authorized; 198,801 and 194,597 shares
   issued and outstanding, respectively..............          199           195
  Additional paid-in capital.........................      542,052       415,408
  Notes receivable from stockholders.................         (406)         (406)
  Deferred compensation..............................       (1,366)       (1,203)
  Accumulated other comprehensive income.............       43,244        83,612
  Retained earnings..................................      223,242       176,985
                                                       ------------  ------------
     Total stockholders' equity......................      806,965       674,591
                                                       ------------  ------------
     Total liabilities and stockholders' equity......   $1,428,533    $1,226,962
                                                       ============  ============`

See accompanying notes to consolidated financial statements.

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**SIEBEL SYSTEMS, INC.****Consolidated Statements of Operations and Comprehensive Income
               (in thousands, except per share data; unaudited)**

`Three Months Ended
                                                    March 31,
                                             --------------------
                                                2000      1999
                                             --------- ----------
Revenues:
  Software.................................. $190,912    $93,432
  Professional services, maintenance
   and other................................  118,527     48,039
                                             --------- ----------
      Total revenues........................  309,439    141,471
                                             --------- ----------
Cost of revenues:
  Software..................................    5,255      1,331
  Professional services, maintenance
   and other................................   69,521     25,804
                                             --------- ----------
      Total cost of revenues................   74,776     27,135
                                             --------- ----------
      Gross margin..........................  234,663    114,336
                                             --------- ----------
Operating expenses:
  Product development.......................   22,468     17,032
  Sales and marketing.......................  126,676     54,793
  General and administrative................   23,794     10,308
                                             --------- ----------
      Total operating expenses..............  172,938     82,133
                                             --------- ----------
      Operating income......................   61,725     32,203
Other income, net...........................   12,888      2,330
                                             --------- ----------
      Income before income taxes............   74,613     34,533
Income taxes................................   28,356     12,533
                                             --------- ----------
      Net income ...........................  $46,257    $22,000
                                             ========= ==========

Diluted net income per share................    $0.19      $0.10
                                             ========= ==========

Basic net income per share..................    $0.23      $0.12
                                             ========= ==========

Shares used in diluted net income
 per share computation......................  242,484    216,276
                                             ========= ==========

Shares used in basic net income
 per share computation......................  197,066    183,660
                                             ========= ==========

Comprehensive income:
      Net income ...........................  $46,257    $22,000
      Other comprehensive loss,
       net of tax:
          Foreign currency translation
           adjustments......................     (733)        40
          Decrease in unrealized gains on
           securities........................ (39,635)      (117)
                                             --------- ----------
Other comprehensive loss....................  (40,368)       (77)
                                             --------- ----------
      Total comprehensive income ...........   $5,889    $21,923
                                             ========= ==========`

See accompanying notes to consolidated financial statements.

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**SIEBEL SYSTEMS, INC.****Consolidated Statements of Cash Flows
                           (in thousands; unaudited)**

`Three Months Ended
                                                                  March 31,
                                                          ----------------------
                                                              2000        1999
                                                          ----------  ----------
Cash flows from operating activities:
   Net income............................................   $46,257     $22,000
   Adjustments to reconcile net income to net cash
    provided by (used by) operating activities:
      Compensation related to stock options..............       368          43
      Depreciation and amortization......................     8,076       4,785
      Exchange of software for cost-method investment.....   (2,429)         --
      Loss from equity method investee....................    2,531          --
      Deferred income taxes..............................   (79,394)        (68)
      Tax benefit from exercise of stock options.........    97,854       7,873
      Gain on sale of marketable equity securities.......   (38,919)         --
      Charitable contribution of marketable equity
         securities......................................    28,700          --
      Provision for doubtful accounts and returns, net...     3,382       1,331
      Changes in operating assets and liabilities:
         Accounts receivable.............................    (6,142)    (26,971)
         Prepaids and other..............................    (7,946)       (325)
         Accounts payable and accrued expenses...........    33,499     (15,487)
         Deferred revenue................................    62,088       1,186
                                                          ----------  ----------

           Net cash provided by (used by) operating
           activities.....................................  147,925      (5,633)
                                                          ----------  ----------
Cash flows from investing activities:
   Proceeds from sale of marketable equity
     securities, net.....................................    10,219          --
   Purchases of property and equipment...................   (26,642)     (8,019)
   Purchases, sales and maturities of
     short-term investments, net.........................   (29,922)      6,132
   Cash acquired in acquisitions.........................        --         772
   Purchase of Paragren Technologies, Inc................   (18,000)         --
   Other non-marketable investments......................    (3,449)         --
   Advance to affiliates, net............................    (5,260)         66
                                                          ----------  ----------

           Net cash provided by (used by) investing
           activities.....................................  (73,054)     (1,049)
                                                          ----------  ----------
Cash flows from financing activities:
   Proceeds from issuance of common stock................    28,264      11,220
   Borrowings on line of credit..........................        --       1,373
   Repayments of line of credit..........................        --        (400)
                                                          ----------  ----------

           Net cash provided by financing activities.....    28,264      12,193
                                                          ----------  ----------
Effect of exchange rate changes in cash..................      (598)         --
                                                          ----------  ----------
Change in cash and cash equivalents......................   102,537       5,511

Cash and cash equivalents, beginning of period...........   465,810      80,741
                                                          ----------  ----------
Cash and cash equivalents, end of period.................  $568,347     $86,252
                                                          ==========  ==========
Supplemental disclosures of cash flows information:

 Cash paid for interest..................................    $7,980     $    --
                                                          ==========  ==========
 Cash paid for income taxes..............................    $4,738     $10,066
                                                          ==========  ==========
Supplemental disclosures of non cash financing
 activities:
 Convertible notes issued for acquisitions...............    $   --      $4,358
                                                          ==========  ==========`

See accompanying notes to consolidated financial statements.

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**SIEBEL SYSTEMS, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)**

1.  Summary of Significant Accounting Policies



The Company

Siebel Systems, Inc. ("Siebel" or the "Company") is the market leader in eBusiness application
software for organizations focused on increasing sales, marketing and customer service effectiveness in field sales, customer
service, telesales, telemarketing, call centers, and third-party resellers. The Company designs, develops, markets, and supports
Siebel eBusiness Applications, a leading Web-based application software product family designed to meet the sales, marketing and
customer service information system requirements of even the largest multi-national organizations.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly
owned subsidiaries. All intercompany accounts and transactions have been eliminated.



Revenue Recognition



On January 1, 1998, the Company adopted the provisions of Statement of Position No. 97-2 "Software Revenue
Recognition". Revenue is recognized under SOP 97-2 when persuasive evidence of an arrangement exists and delivery has occurred,
provided the fee is fixed and determinable, collectibility is probable and the arrangement does not require significant customization
of the software. Under SOP 97-2, revenue on multiple element arrangements is allocated to the various elements based on fair values
specific to the Company.



On January 1, 2000, the Company adopted the provisions of Statement of Position No. 98-9, "Software Revenue
Recognition with Respect to Certain Arrangements", which requires recognition of revenue using the "residual method" in a multiple
element arrangement when fair value does not exist for one or more of the undelivered elements in the arrangement.  Under the
"residual method", the total fair value of the undelivered elements is deferred and subsequently recognized in accordance with SOP
97-2.  Management believes the adoption of SOP 98-9 does not have a material effect on the Company's consolidated financial position
and results of operations.

Professional services, maintenance and other revenues relate primarily to consulting services, maintenance and
training. Maintenance revenues are recognized ratably over the term of the maintenance contract, typically 12 months. Consulting and
training revenues are recognized as the services are performed and are usually on a time and materials basis. Such services primarily
consist of implementation services related to the installation of the Company's products and do not include significant customization
to or development of the underlying software code.



The Company's customer base includes a number of its suppliers (e.g., AT&T Corporation, BankBoston
Robertson Stephens, Bank of America Corporation, Cabletron Systems, Inc., The Charles Schwab Corporation, Cisco
Systems, Inc., Compaq Computer Corporation, Dell Computer Corporation, Lucent Technologies, Inc., MCI WorldCom Inc., Microsoft
Corporation, PeopleSoft, Inc., Siemens Corporation and Sun Microsystems, Inc.). On occasion,
the Company has purchased goods or services for company operations from these vendors at or about the same time Siebel has licensed
its software to these organizations. These transactions are separately negotiated and recorded at terms the Company considers to be
arm's-length.





Cost of Revenues



Cost of software consists primarily of media, product packaging, documentation and other production costs, and
third-party royalties. Cost of professional services, maintenance and other consists primarily of salaries, benefits and allocated
overhead costs related to consulting, training and customer support personnel, including cost of services provided by third party
consultants engaged by the Company.



Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates.



Cash, Cash Equivalents, Short-Term Investments and Marketable Equity Securities

The Company considers all highly liquid investments with a remaining maturity of 90 days or less to be
cash equivalents. Short-term investments generally consist of highly liquid securities with original maturities in excess of 90 days.
Marketable equity securities include an investment in a single publicly traded company. The Company has classified its short-term
investments and marketable equity securities as "available for sale." Such investments are carried at fair value with unrealized
gains and losses, net of related tax effects, reported within accumulated other comprehensive income (losses). Realized gains and
losses on available for sale securities are computed using the specific identification method.



Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation
is calculated using the straight-line method over the estimated useful lives of the respective assets, generally three to five years.
Leasehold improvements are amortized over the lesser of the lease term or the estimated useful lives of the improvements, generally
seven years.



Expenditures for maintenance and repairs are charged to expense as incurred.  Costs and accumulated
depreciation of assets sold or retired are removed from the respective property accounts, and gain or loss is reflected in the
statement of operations.

Software Development Costs

Software development costs associated with new products and enhancements to existing software products
are expensed as incurred until technological feasibility in the form of a working model has been established. To date, the time
period between the establishment of technological feasibility and completion of software development has been short, and no
significant development costs have been incurred during that period. Accordingly, the Company has not capitalized any software
development costs to date.



Intangible Assets



Included in other assets are various intangible assets, primarily goodwill related to acquisitions.
These amounts are generally being amortized over three to five years using the straight-line method.  Gross intangible assets were
$35,473,000 and $14,135,000 at March 31, 2000 and December 31, 1999, respectively, and the related accumulated amortization was
$5,650,000 and $3,656,000 at March 31, 2000 and December 31, 1999, respectively.



Advertising



Advertising costs are expensed as incurred.
Advertising expense is included in sales and marketing expense and amounted to $7,844,000 and $7,570,000 for the three months ended
March 31, 2000 and 1999, respectively.



Income Taxes



The Company uses the asset and liability method of
accounting for income taxes.  Deferred tax assets and liabilities are recognized for the estimated future tax consequences
attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets are recognized for deductible temporary differences, net operating loss carryforwards
and credit carryforwards if it is more likely than not that the tax benefits will be realized. To the extent a deferred tax asset
cannot be recognized under the preceding criteria, allowances must be established. Deferred tax assets and liabilities are measured
using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.



The pro forma provision for income taxes
would not have been materially different from the income tax provision as presented if OnTarget, Inc. (an S corporation for income-tax reporting purposes) had been a C corporation for all
periods presented.



Net Income Per Share



Basic net income per share is
computed using the weighted average number of shares of common stock outstanding. Diluted net income per share is computed using the
weighted average number of shares of common stock and, when dilutive, potential common shares from options to purchase common stock
and warrants outstanding using the treasury stock method.  Dilutive net income per share also gives effect, when dilutive, to the
conversion of the convertible notes and subordinated debentures using the if-converted method.



Employee Stock Option and Purchase Plans



The Company accounts for its stock-based compensation
plans using the intrinsic value method. As such, compensation expense is recorded on the date of grant if the current market price of
the underlying stock exceeds the exercise price.  The Company records and measures deferred compensation cost for
options granted to non-employees at their fair value.



Foreign Currency Translation



The Company considers the functional currency of its
foreign subsidiaries to be the local currency, and accordingly, they are translated into U.S. dollars using exchange rates in effect
at period end for assets and liabilities and average exchange rates during each reporting period for the results of operations.
Adjustments resulting from translation of foreign subsidiary financial statements are reported within accumulated other comprehensive
income (loss).



The Company utilizes foreign currency forward contracts to hedge its exchange risk on foreign currency
receivable and intercompany balances.  While these forward contracts are subject to fluctuations in value, which are recorded in
current results of operations, such fluctuations are generally offset by the changes in value of the underlying exposures being
hedged.  The Company does not hold or issue financial instruments for speculative or trading purposes.



Concentrations of Credit Risk



Financial instruments that potentially subject the
Company to a concentration of credit risk principally consist of trade accounts receivable. The Company performs ongoing credit
evaluations of its customers and generally does not require collateral on accounts receivable, as the majority of the Company's
customers are large, well established companies. The Company maintains reserves for potential credit losses, but historically has not
experienced any significant losses related to any particular industry or geographic area since the Company's business is not
concentrated on any one particular customer or customer base.  No single customer accounts for more than 10% of total revenues; and
the Company's largest customer base, high technology, which accounted for approximately 25% of revenues during the quarter ended
March 31, 2000, is sufficiently broad that the Company does not consider itself significantly exposed to concentrations of credit
risk.



Fair Value of Financial Instruments



The carrying amount of the Company's cash and cash
equivalents, short-term investments, accounts receivable, and accounts payable approximate their respective fair values.  Changes in
the fair value of the Company's derivative financial instruments (foreign currency forward contracts) are generally offset by changes
in the value of the underlying exposures being hedged.  The unrealized loss of the Company's derivative financial instruments at
March 31, 2000 was approximately $504,000.



Impairment of Long-Lived Assets



The Company evaluates long-lived assets, including
goodwill, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be
recoverable based on expected undiscounted cash flows attributable to that asset.  The amount of any impairment is measured as the
difference between the carrying value and the fair value of the impaired asset.  The Company does not have any long-lived assets it
considers to be impaired.



Recent Accounting Pronouncements



In June 1998, the Financial Accounting Standards Board issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities".  SFAS No. 133 establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging
activities.  It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value.  If certain conditions are met, a derivative may be specifically designated and
accounted for as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm
commitment, (b) a hedge of the exposure to variable cash flows of a forecasted transaction, or (c) a hedge of the foreign currency
exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale security, or a foreign-
currency-denominated forecasted transaction.  For a derivative not designated as a hedging instrument, changes in the fair value of
the derivative are recognized in earnings in the period of change.  This statement will be effective for all annual and interim
periods beginning after June 15, 2000, as amended by SFAS No. 137.  Management does not believe the adoption of this pronouncement
will have a material effect on the Company's consolidated financial position or results of operations.



In December 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 101
("SAB 101"), "Revenue Recognition in Financial Statements."  SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting principles to revenue recognition in financial statements.  In March 2000, the SEC issued SAB No. 101A to defer
for one quarter the effective date of implementation of SAB No. 101 with earlier application encouraged.  The Company is required to
adopt SAB 101 in the second quarter of fiscal 2000.  The SEC has recently indicated it intends to issue further guidance with respect
to adoption of specific issues addressed by SAB No. 101.  Until such time as this additional guidance is issued, the Company is
unable to assess the impact, if any, it may have on its financial position or results of operations.



2.  Acquisitions



Paragren Technologies, Inc.





OnTarget, Inc.

On December 1, 1999, the Company acquired OnTarget, Inc.  OnTarget develops and implements advanced
sales and marketing training and consulting programs for sales organizations competing in complex, multilevel sales campaigns.
Primary customers include corporate clients and business owners who wish to provide for the development and training of their sales
and marketing personnel.



In January and February 1999, OnTarget acquired Target Marketing Systems Worldwide Limited, Target
Marketing Systems S.A., and The Sales Consultancy Inc. in exchange for convertible notes and OnTarget stock.  OnTarget recorded
goodwill of $9,745,000 in connection with these acquisitions.  The goodwill is being amortized over a five-year period using the
straight-line method.  Pro forma information giving effect to these mergers has not been presented since it would not differ
materially from the historical results of the Company.



Under the terms of the agreement, each outstanding share of OnTarget common stock was exchanged for 0.3077516
newly issued shares of common stock of the Company.  This resulted in the issuance of approximately 3.7 million additional shares of
the Company's Common Stock.  In addition, all outstanding stock options of  OnTarget were converted into the right to acquire the
Company's Common Stock at the same exchange ratio with a corresponding adjustment to the exercise price.



The acquisition of OnTarget has been accounted for as a pooling of interests.   Accordingly, the financial
position, results of operations and cash flows of OnTarget have been combined with those of the Company for the same dates and
periods as if the entities had been combined from the earliest date presented.  There were no adjustments to conform accounting
methods.  The Company did not incur any significant merger-related costs in connection with the acquisition of OnTarget.



The results of operations for the separate companies and the combined amounts presented in the consolidated
financial statements follow (in thousands):

`Three months
                                       ended
                                     March 31,
                                        1999
                                    ------------
   Total revenues:
       Siebel.....................     $134,050
       OnTarget...................        7,421
                                    ------------
                                       $141,471
                                    ============

   Net income:
       Siebel.....................      $21,340
       OnTarget...................          660
                                    ------------
                                        $22,000
                                    ============`

As a result of OnTarget's conversion from a Subchapter S Corporation to a Subchapter C subsidiary of the Company on December
1, 1999, all of OnTarget's retained earnings at that date were reclassified to additional paid-in-capital.  In addition, the Company
recorded an income tax benefit in the amount of OnTarget's net deferred tax assets at that date.



3.  Net Income Per Share



The following is a reconciliation of the number of shares used in the basic and diluted earnings per share
computations for the periods presented (in thousands):

`Three Months Ended
              (unaudited)                       March 31,
                                         --------------------
                                            2000      1999
                                         --------- ----------
Shares used in basic net income
  per share computation.................  197,066    183,660
Effect of dilutive potential
  common shares.........................   45,418     32,616
                                         --------- ----------
Shares used in diluted net income
  per share computation.................  242,484    216,276
                                         ========= ==========`



The Company excludes potentially dilutive securities from its diluted net income per share computation when
either the exercise price of the securities exceeds the average fair value of the Company's common stock or the Company reported net
losses because their effect would be anti-dilutive.  For the three months ended March 31, 2000, the Company did not exclude any
employee stock options from the earnings per share computation as the average fair value of the Company's common stock during such
period exceeded their exercise prices. For the three months ended March 31, 2000, the Company excluded 6,432,000 shares relating to
the convertible subordinated debentures from the earnings per share computation as the effect would be antdilutive.  For the three
months ended March 31, 1999, the Company excluded 32,760 employee stock options with a weighted average exercise price of  $25.75 per
share from the earnings per share computation as their exercise prices exceeded the fair value of the Company's common stock and,
accordingly, their inclusion would have been anti-dilutive.



4. Segment and Geographic Information







5. Commitments and Contingencies



Letters of credit







In March 1999, the Company entered into an $8,400,000 secured letter of credit with a bank.  This letter of
credit, which expires November 2000, collateralizes the Company's obligations to a third party for tenant improvement costs.



In October 1999, the Company entered into two $8,400,000 secured letters of credit with a
bank.  These letters of credit, which expire October 2000 and January 2001, collateralize the Company's obligations to a third party
for tenant improvement costs.  The Company also entered into a $3,000,000 secured letter of credit with a bank. This letter of
credit, which expires August 2000, collateralizes the Company's obligation to a third party for lease payments.







6.	Convertible Subordinated Debentures



The Company's convertible subordinated debentures are seven-year term notes, bear interest at a rate of 5.50%
and are convertible into approximately 6,432,000 shares of the Company's common stock at any time prior to maturity, at a conversion
price of approximately $46.64 per share, subject to adjustment under certain conditions.  The Company may redeem the notes, in whole
or in part, at any time on or after September 15, 2002.  The redemption price will range from $309,420,000 to $302,370,000 if the
notes are redeemed between September 15, 2002 through September 14, 2006.  Any redemption made on or after September 15, 2006 will be
at $300,000,000.  In addition, accrued interest to the redemption date will be paid by the Company in each redemption.



The fair value of the Company's convertible subordinated debentures was $797,250,000 at March 31, 2000, based
on quoted market price.



7.	Subsequent Event



OpenSite Technologies, Inc.

On April 18, 2000, the Company announced an agreement to acquire OpenSite Technologies, Inc.
("OpenSite"), a market leader in Web-based dynamic commerce solutions.  Under the terms of the agreement, each outstanding share of
OpenSite common stock will be exchanged for approximately 0.13 newly issued shares of common stock of the Company. All outstanding
stock options of OpenSite will be exchanged for the Company's stock options at the same exchange ratio. This will result in the
issuance of approximately 3,900,000 additional shares of the Company, representing a current market value of $480,921,000 based on
the closing price of the Company's stock on May 1, 2000.

The transaction will be accounted for as a pooling of interests.  The acquisition is subject to the
approval of OpenSite's shareholders and appropriate government agencies, as well as the satisfaction of certain customary closing
conditions. The transaction is expected to close in the second calendar quarter of 2000.

Item 2.   Management's Discussion and Analysis of Financial Condition and
Results of Operations.



The statements contained in this Quarterly Report on Form 10-Q (the "Report") that are not historical are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including statements regarding the Company's
expectations, beliefs, intentions or strategies regarding the future. Forward-looking statements include, without limitation,
statements regarding the extent and timing of future revenues and expenses and customer demand, statements regarding the deployment
of the Company's products, and statements regarding reliance on third parties. All forward-looking statements included in this
document are based on information available to the Company as of the date hereof, and the Company assumes no obligation to update any
such forward-looking statement. It is important to note that the Company's actual results could differ materially from those in such
forward-looking statements.



Overview



Siebel Systems, Inc. ("Siebel" or "the Company") is the market leader in  eBusiness
application software. Siebel eBusiness Applications enable organizations to sell to, market to, and service their customers across
multiple channels, including the Web, call centers, field, resellers, retail, and dealer networks.  By employing comprehensive
eBusiness applications to better manage their customer relationships, our customers continue to be leaders in their markets.



Siebel eBusiness Applications are available in industry-specific versions designed for the pharmaceutical,
healthcare, consumer goods, telecommunications, insurance, energy, apparel and footwear, automotive, technology, public sector, and
finance markets. With best-of-class functionality of eBusiness software, Siebel eBusiness Applications enable organizations to create
a single source of customer information that sales, service, and marketing professionals can use to tailor product and service
offerings to meet each of their customer's unique needs. By using Siebel eBusiness Applications, organizations can develop new
customer relationships, profitably serve existing customers, and integrate their systems with those of their partners, suppliers, and
customers, regardless of location.



Results of Operations for the Three Months Ended March 31,
2000 and 1999



Revenues



Software.  License revenues increased to $190,912,000 for the three months ended March 31, 2000 from
$93,432,000 for the three months ended March 31, 1999.  License revenues as a percentage of total revenue were 62% and 66% in the
first quarter of 2000 and 1999, respectively. License revenues increased in absolute dollars during this period as compared to the
respective prior period due to an increase in the number of licenses of Siebel applications sold to new and existing customers and
also due to licenses of new modules, released with the latest version of Siebel applications, sold to existing users of Siebel base
applications.  The increase in the number of licenses was primarily due to continued demand by new and existing customers for
products in the Siebel applications family both in the United States and internationally.  The Company expects that license revenues
will continue to grow in absolute dollars, but will remain the same or decrease as a percentage of total revenues as the Company's
maintenance and other services revenues continue to grow as a result of increases in the installed base of customers purchasing such
services.



Professional Services, Maintenance and Other.  Professional services, maintenance and other revenues
increased to $118,527,000 for the three months ended March 31, 2000 from $48,039,000 for the three months ended March 31, 1999 and
increased as a percentage of total revenues to 38% in the first quarter 2000 from 34% in the first quarter 1999.  The increase in the
absolute dollar amount was due to growth in the Company's sales and marketing training business, consulting business and growth in
the installed base of customers on maintenance.  First-year maintenance is typically sold with the related software license.  Revenue
related to such maintenance is deferred based on vendor-specific objective evidence of fair value and amortized over the term of the
maintenance contract, typically 12 months.  The Company expects that professional services, maintenance and other revenues will
remain the same or increase as a percentage of total revenues due to increased maintenance revenues derived from the Company's
growing installed base and due to the Company's expansion of its consulting and training organization to meet anticipated customer
demands in connection with product implementation and sales training.



A relatively small number of customers account for a significant percentage of the Company's license revenues.
For the three months ended March 31, 2000, sales to the Company's ten largest customers  accounted for 36% of total license revenues.
For 1999, 1998 and 1997, sales to the Company's ten largest customers accounted for 10%, 19% and 24% of total license revenues,
respectively.  The Company expects that licenses of its products to a limited number of customers will continue to account for a
large percentage of revenue for the foreseeable future.



The Company markets its products in the United States through its direct sales force and internationally
through its sales force and distributors, primarily in Japan, Latin America, South Africa and Asia.  International revenues accounted
for 36% and 30% of license revenues for the three months ended March 31, 2000 and 1999, respectively.  The Company is increasing its
international sales force and is seeking to establish distribution relationships with appropriate strategic partners and expects
international revenues will continue to account for a substantial portion of total revenues in the future.



On January 6, 2000, the Company acquired Paragren Technologies, Inc. ("Paragren") in a
purchase transaction valued at approximately $18,000,000 (see note 2).  Concurrently, the Company licensed software to APAC Customer
Services, Inc. ("APAC"), the former parent of Paragren.  The Company recognized $540,000 of license revenue from the APAC transaction
in the quarter ended March 31, 2000.



During the first quarter of 2000, the Company established a program whereby qualified startup companies can
obtain Siebel eBusiness software in exchange for equity securities of the startup companies.  The Company recognized $2,429,000 of
license revenue during the quarter related to this program.



Cost of Revenues



Software.  Cost of software license revenues includes third party software royalties, product
packaging, documentation and production. Cost of license revenues increased to $5,255,000 for the three months ended March 31, 2000
from $1,331,000 for the three months ended March 31, 1999 and as a percentage of total revenues was 2% and 1% for the three months
ended March 31, 2000 and 1999, respectively.  All costs incurred in the research and development of software products and
enhancements to existing products have been expensed as incurred, and, as a result, cost of license revenues includes no amortization
of capitalized software development costs.  These costs are expected to remain the same or increase as a percentage of total
revenues.



Professional Services, Maintenance and Other.  Cost of professional services, maintenance and other
revenues consists primarily of personnel, facilities and systems costs incurred in providing customer support.  Cost of professional
services, maintenance and other revenues increased to $69,521,000 for the three months ended March 31, 2000 from $25,804,000 for the
three months ended March 31, 1999 and increased as a percentage of total revenues to 22% in the first quarter 2000 from 18% in the
first quarter 1999.  The increase in the absolute dollar amount reflects the effect of fixed costs resulting from the Company's
expansion of its maintenance and support organization and growth in the Company's consulting business.  The Company expects that
professional services, maintenance and other costs will continue to increase in absolute dollar amount as the Company expands both
its customer support organization to support a growing installed base and its consulting organization to meet anticipated customer
demands in connection with product implementation and the training organization to support the growing needs of its customers. These
costs are expected to remain the same or increase as a percentage of total revenues.



Operating Expenses



Product Development.  Product development expenses include expenses associated with the development of
new products, enhancements of existing products and quality assurance activities, and consist primarily of employee salaries,
benefits, consulting costs and the cost of software development tools. Product development expenses increased to $22,468,000 for the
three months ended March 31, 2000 from $17,032,000 for the three months ended March 31, 1999 and as a percentage of total revenues
were 7% and 12% for the three months ended March 31, 2000 and 1999, respectively.  The increase in the absolute dollar amount of
product development expenses was primarily attributable to costs of additional personnel in the Company's product development
operations. The Company anticipates that it will continue to devote substantial resources to product development. The Company expects
product development expenses to increase in absolute dollar amount but remain at a similar percentage of total revenues as in the
first three months of 2000.  The Company considers technological feasibility of its software products to have been reached upon
completion of a working model that has met certain performance criteria.  The period between achievement of technological feasibility
and general release of a software product is typically very short, and development costs incurred during that period have not been
material.  Accordingly, the Company has not capitalized any software development costs to date.



Sales and Marketing.  Sales and marketing expenses consist primarily of salaries, commissions and
bonuses earned by sales and marketing personnel, field office expenses, travel and entertainment and promotional expenses. Sales and
marketing expenses increased to $126,676,000 for the three months ended March 31, 2000 from $54,793,000 for the three months ended
March 31, 1999 and increased as a percentage of total revenues to 41% in the first quarter 2000 from 39% in the first quarter 1999.
The increase in the dollar amount of sales and marketing expenses reflects primarily the hiring of additional sales and marketing
personnel and costs associated with expanded promotional activities.  The Company expects that sales and marketing expenses will
continue to increase in absolute dollars as the Company continues to expand its sales and marketing efforts, establishes additional
sales offices in the United States and internationally and increases its promotional activities. These expenses are expected to
remain at a similar percentage of total revenues as the first three months of 2000.



General and Administrative.  General and administrative expenses consist primarily of salaries and
occupancy costs for administrative, executive and finance personnel. General and administrative expenses increased to $23,794,000 for
the three months ended March 31, 2000 from $10,308,000 for the three months ended March 31, 1999 and as a percentage of total
revenues were 8% and 7% for the three months ended March 31, 2000 and 1999, respectively.  The increase in the absolute dollar amount
of general and administrative expenses was primarily due to increased staffing and associated expenses necessary to manage and
support the Company's increased scale of operations.  The Company believes that its general and administrative expenses will continue
to increase in absolute dollars as a result of the continued expansion of the Company's administrative staff and facilities to
support growing operations.  The Company anticipates that its general and administrative expenses as a percentage of total revenues
should remain at a similar percentage as in the first three months of 2000.



Operating Income and Operating Margin



Operating income increased to $61,725,000 for the three months ended March 31, 2000 from $32,203,000
for the three months ended March 31, 1999 and operating margin decreased to 20% in the first quarter 2000 from 23% in the first
quarter 1999.  This decrease in the operating margin was mainly due to personnel and hiring costs associated with increased hiring,
primarily in the professional services, sales, and product development organizations in the first quarter of 2000.



Other Income, Net



Other income, net is primarily comprised of interest income earned on the Company's cash and cash equivalents
and short-term investments for the three months ended March 31, 1999.  For the three months ended March 31, 2000, other income, net
also included interest expense on the convertible subordinated debentures, losses of an equity method investee, charitable
contribution of marketable equity securities, and gain on sale of marketable equity securities.



For the three months ended March 31, 2000, Other income,
net was comprised of the following:

`Interest income................................ $  9,973,000
    Interest expense...............................   (4,439,000)
    Losses of an equity method investee............   (2,531,000)
    Contribution of marketable equity securities...  (28,700,000)
    Gain on sale of marketable equity securities...   38,919,000
    Other, net.....................................     (334,000)
                                                    -------------
                                                    $ 12,888,000
                                                    =============`

Provision for Income Taxes



Income taxes are comprised primarily of federal and state taxes.  The pro forma provision of income tax would
not have been materially different from the income tax provision as presented if OnTarget (an S corporation for income tax reporting purposes) had been a C corporation for all periods
presented. The provision for income taxes was $28,356,000 and $12,533,000 for the three months ended March 31, 2000 and March 31,
1999, respectively.  The provision for income taxes as a percentage of pretax income was 38% and 36%, respectively.  The Company
expects its effective tax rate for the remainder of 2000 to be approximately 38%, excluding the effect of non-deductible costs such
as merger-related expenses.



Net Income



The Company had net income of $46,257,000 for the three months ended March 31, 2000 compared to $22,000,000
for the three months ended March 31, 1999.  Diluted net income per share was $0.19 in the first quarter of 2000 and $0.10 in the
comparable period in 1999.  Net income as a percentage of total revenues was 15% and 16% for the three months ended March 31, 2000 and March
31, 1999, respectively



Liquidity and Capital Resources



The Company's cash, cash equivalents and short-term investments increased to $797,162,000 as of March 31,
2000 from $663,375,000 as of December 31, 1999, representing approximately 56% and 54% of total assets, respectively.  This increase
was primarily attributable to net income, increases in accrued expenses and deferred revenue, issuance of common stock under the
Company's stock option plans, and the initial public offering and subsequent increase in market value of an equity investment,
partially offset by decreases in accounts payable and deferred income taxes and increase in purchases of property and equipment. The
Company's days sales outstanding in accounts receivable was 86 as of March 31, 2000, compared with 98 as of December 31, 1999.







For the three months ended March 31, 2000, cash provided by operating activities of $147,925,000 was primarily
due to net income, the tax benefit from exercise of stock options and increase in deferred revenue, partially offset by deferred
income taxes, and gain on sale of marketable equity securities.  For the three months ended March 31, 1999, cash used by operating
activities of $5,633,000 was primarily due to net income, offset by an increase in accounts receivable and a decrease in accounts
payable and accrued expenses.



Cash used in investing activities of $73,054,000 was primarily due to the purchases of Paragren Technologies,
Inc., property and equipment and net purchase of short-term investments for the three months ended March 31, 2000. For the three
months ended March 31, 1999, cash used in investing activities of $1,049,000 was primarily due to purchases of property and
equipment, partially offset by sales and maturities of short-term investments.



For the three months ended March 31, 2000 and 1999, cash provided by financing activities from the issuance of
common stock pursuant to the exercise of stock options was $28,264,000 and $11,220,000, respectively.



The Company recently entered into a lease agreement for a new headquarters facility in San Mateo,
California.  The Company expects significant capital expenditures in connection with tenant improvements and furniture and fixtures
for this facility.  These expenditures are expected to be incurred through the end of 2000.  In addition, the Company expects to
continue to incur capital expenditures associated with tenant improvements, furniture and fixtures for newly leased
offices



The Company has used full-serviced office suites on a month-to-month rental basis to establish its presence in
new locations.  As these locations expand, the Company expects to transition more of the office suites to leased space.  This
transition will involve build-out of tenant improvements, acquisition of furniture and fixtures, and other capital costs, which were
not incurred in connection with the use of fully serviced office suites.  The Company has already built out a number of leased
facilities, both domestically and internationally, and expects this trend to continue.







The Company believes that the anticipated cash flows from operations, cash, cash equivalents and short-term
investments will be adequate to meet its cash needs for working capital and capital expenditures for at least the next twelve
months.



Risk Factors

Our net revenue and operating results may fluctuate.

We may experience a shortfall in revenue or earnings or otherwise fail to meet public market expectations,
which could materially adversely affect our business and the market price of our common stock. Our net revenue and operating results
may fluctuate significantly because of a number of factors, many of which are outside of our control. These factors include:

- Level of product and price competition;
- Length of our sales cycle and customer purchasing patterns;
- The size and timing of individual license transactions;
- Delay or deferral of customer implementations of our products;
- Success in expanding our customer support organization, direct sales force and indirect distribution
channels;
- Timing of new product introductions and product enhancements;
- Appropriate mix of products and services sold;
- Levels of international sales;
- Activities of and acquisitions by competitors;
- Timing of new hires and the allocation of our resources;
- Changes in the economy and foreign currency exchange rates; and
- Our ability to develop and market new products and control costs.

One or more of the foregoing factors may cause our operating expenses to be disproportionately high during any
given period or may cause our net revenue and operating results to fluctuate significantly. Based upon the preceding factors, we may
experience a shortfall in revenue or earnings or otherwise fail to meet public market expectations, which could materially adversely
affect our business, financial condition and the market price of our common stock.

Our quarterly operating results may fluctuate.

Our net revenue and operating results may vary drastically from quarter to quarter. The main factors that
may affect these fluctuations are:

- The discretionary nature of our customer's purchase and budget cycles;
- The size and complexity of our license transactions;
- The potential delays in recognizing revenue from license transactions;
- The timing of new product releases;
- Seasonal variations in operating results; and
- Variations in the fiscal or quarterly cycles of our customers.

Each customer's decision to implement our products and services is discretionary, involves a significant
commitment of resources and is subject to their budget cycles. In addition, the timing of license revenue is difficult to predict
because of the length of our sales cycle, which has ranged to date from one to twenty four months. We base our operating expenses on
anticipated revenue trends. Because a high percentage of these expenses are relatively fixed, a delay in recognizing revenue from
license transactions could cause significant variations in operating results from quarter to quarter and could result in operating
losses. If these expenses precede, or are not subsequently followed by, increased revenues, our operating results could be materially
and adversely affected. Although we have not experienced significant seasonal variations in operating results, such variations could
develop in the future.

As a result of these and other factors, revenues for any quarter are subject to significant variation and we
believe that period-to-period comparisons of our results of operations are not necessarily useful. You should not rely on these
comparisons as indications of future performance. It is likely that our future quarterly operating results from time to time will not
meet the expectations of market analysts or investors, which would likely have an adverse effect on the price of our common
stock.

We need to successfully integrate acquisitions and manage growth.

Our business strategy includes pursuing opportunities to grow our business, both internally and through
selective acquisitions, investments, joint ventures and strategic alliances. Our ability to implement this strategy depends, in part,
on our success in making such acquisitions, investments, joint ventures and strategic alliances on satisfactory terms and
successfully integrating them into our operations. Implementation of our growth strategy may impose significant strains on our
management, operating systems and financial resources. Failure to manage this growth, or unexpected difficulties encountered during
expansion, could have an adverse effect on our business, operating results and financial condition.

We rely on strategic relationships with systems integrators.

Failure to maintain existing strategic relationships with systems integrators, or to establish new
relationships in the future, could have a material adverse effect on our business. We have established strategic relationships with a
number of organizations that we believe are important to our sales, marketing and support activities, and the implementation of our
products. We believe that our relationships with these organizations provide marketing and sales opportunities for our direct sales
force and expand the distribution of our products. These relationships allow us to keep pace with the technological and marketing
developments of major software vendors and provide us with technical assistance for our product development efforts.

In particular, we have established a non-exclusive strategic relationship with Andersen Consulting, one of our
largest stockholders. We have also entered into significant relationships with other third-party systems integrators such as IBM
Global Services, PricewaterhouseCoopers and Deloitte Consulting. A significant portion of our revenues has historically been derived
from customers for whom Andersen Consulting, or another systems integrator with which we have a significant relationship, have been
engaged to provide system integration services. Any deterioration of our relationship with these significant third-party systems
integrators could have a material adverse effect on our business, financial condition and results of operations. We also have
relationships with IBM Corporation, Compaq Computer Corporation, Microsoft Corporation and Sun Microsystems, among others. Failure to
maintain existing relationships, or to establish new relationships in the future, could have a material adverse effect on our
business, results of operations and financial condition.

Our current and potential customers may also rely on third-party systems integrators to develop, deploy or manage
Siebel eBusiness Applications.  If we do not adequately train a sufficient number of system integrators, or if these integrators do
not have, or do not devote, the resources necessary to implement our products, our business, operating results and financial
condition could be materially and adversely affected.

The Internet presents unique risks.

We may not be able to compete effectively in the Internet-related products and services market. Siebel
eBusiness Applications communicate through public and private networks over the Internet. The success of our products may depend, in
part, on our ability to continue developing products that are compatible with the Internet. We cannot predict with any assurance
whether the Internet will be a viable commercial marketplace or whether the demand for Internet-related products and services will
increase or decrease in the future. The increased commercial use of the Internet could require substantial modification and
customization of our products and the introduction of new products.

Critical issues concerning the commercial use of the Internet, including security, demand, reliability, cost, ease
of use, accessibility, quality of service and potential tax or other government regulation, remain unresolved and may affect the use
of the Internet as a medium to support the functionality of our products and distribution of our software. If these critical issues
are not favorably resolved, our business, operating results and financial condition could be materially and adversely affected.

We operate in a competitive and rapidly changing market.

If the Web-based applications market fails to grow or grows more slowly than we currently anticipate, our
business, operating results and financial condition could be materially and adversely affected. The market for Web-based application
software is relatively new, highly competitive and rapidly changing. We market our products only to customers who have migrated or
are in the process of migrating their enterprise computing systems to Web-based computing environments. Our future financial
performance will partly depend on the continued growth of organizations successfully adopting Web-based computing environments.

Our customers may not successfully implement our products.

If existing customers have difficulty further deploying Siebel eBusiness Applications or for any other
reason are not satisfied with Siebel eBusiness Applications, our business, operating results and financial condition could be
materially and adversely affected. Many of our customers purchase and implement our products in phases. Our customers frequently
deploy our products to large numbers of sales, marketing and customer service personnel. These end-users may not accept our products.
Our products are also being deployed on a variety of computer hardware platforms and used with a number of third-party software
applications and programming tools. This use may present significant technical challenges, particularly as large numbers of personnel
attempt to use our product concurrently.

A limited number of products provide

A substantial majority of our license revenues are attributable to sales of Siebel Sales Enterprise,
Siebel Service Enterprise, Siebel Call Center and related products. We expect that such products and related consulting, maintenance
and training services will continue to account for a majority of our future revenues. As a result, factors adversely affecting the
pricing of or demand for such products, such as competition or technological change, could have a material adverse effect on our
business, operating results and financial condition.

The length of time required to engage a client and to implement our products may be lengthy and
unpredictable.

The timing of the sales and implementation of our products and services is lengthy and not predictable
with any degree of accuracy.  You should not rely on prior sales and implementation cycles as any indication of future cycles.

The license of our software products is often an enterprise-wide decision by prospective customers and generally
requires us to provide a significant level of education to prospective customers regarding the use and benefits of our products. In
addition, the implementation of our products involves a significant commitment of resources by prospective customers and is commonly
associated with substantial reengineering efforts that may be performed by the customer or third-party systems integrators. The cost
to the customer of our product is typically only a portion of the related hardware, software, development, training and integration
costs of implementing a large-scale eBusiness software system. For these and other reasons, the period between initial contact and
the implementation of our products is often lengthy and is subject to a number of factors that may cause significant delays, over
many of which we have little or no control. These factors include (i) the size and complexity of the overall project and (ii) delays
in our customers' implementation of Web-based computing environments. A delay in the sale or implementation of even a limited number
of license transactions could have a material adverse effect on our business and operations and cause our operating results to vary
significantly from quarter to quarter.

Our success will require us to continue to expand our direct sales force and technical support staff.

Failure to expand our direct sales force or technical and customer support staff or to expand our
distribution channels could materially and adversely affect our business, operating results and financial condition. We have expanded
the distribution of our products in recent years. This expansion has placed new and increased demands on our direct sales force and
technical and sales support staff. Our ability to achieve revenue growth in the future will depend, in part, on our success in
recruiting and training sufficient direct sales, technical and customer support personnel. Although we invest significant resources
to expand our direct sales force and our technical and customer support staff, there is only a limited number of qualified personnel
in these areas. Therefore, we may not be able to expand our direct sales force and technical support staff as necessary to support
our growing operations. In addition, such expansion may not result in increased revenues.

Our expanding distribution channels may create additional risks.

Failure to minimize channel conflicts could materially and adversely affect our business, operating
results and financial condition. We have recently entered into a number of relationships with resellers in order to obtain broad
market coverage. We have generally avoided exclusive relationships with resellers of our products. Discount policies and reseller
licensing programs are intended to support each distribution channel with a minimum level of channel conflicts.

Our revenue is concentrated in a relatively small number of customers.

Our success depends on maintaining relationships with our existing customers. A relatively small number of
customers have accounted for a significant percentage of our revenues.  For the three months ended March 31, 2000 and year ended
December 31, 1999, license revenues from our ten largest customers accounted for 36% and 10% respectively, of total license revenues.
We expect that licenses of our products to a limited number of customers will continue to account for a significant percentage of
revenue for the foreseeable future. The loss of a small number of customers or any reduction or delay in orders by any such customer,
or failure to successfully market our products to new customers, could have a material adverse effect on our business, financial
condition and results of operations.

Our continued success will require us to keep pace with technological developments, evolving industry
standards and changing customer needs.

The software market in which we compete is characterized by (i) rapid technological change, (ii) frequent
introductions of new products, (iii) changing customer needs and (iv) evolving industry standards. To keep pace with technological
developments, evolving industry standards and changing customer needs, we must support existing products and develop new products. We
may not be successful in developing, marketing and releasing new products or new versions of the Siebel eBusiness Applications that
respond to technological developments, evolving industry standards or changing customer requirements. We may also experience
difficulties that could delay or prevent the successful development, introduction and sale of these enhancements. In addition, these
enhancements may not adequately meet the requirements of the marketplace and may not achieve any significant degree of market
acceptance. If release dates of any future products or enhancements to the Siebel eBusiness Applications are delayed, or if these
products or enhancements fail to achieve market acceptance when released, our business, operating results and financial condition
could be materially and adversely affected. In addition, new products or enhancements by our competitors may cause customers to defer
or forego purchases of our products, which could have a material adverse effect on our business, financial condition and results of
operations.

To be successful, we must effectively compete in the eBusiness systems market.

Our products target the eBusiness systems market.  This market is highly competitive, rapidly changing and
significantly affected by new product introductions. We face competition primarily from our customers' internal information
technology departments and systems integrators, as well as from other application software providers that offer a variety of products
and services to address this market. Many of our customers and potential customers have attempted to develop eBusiness systems in-
house, either alone or with the help of systems integrators. We may not be able to compete successfully against such internal
development efforts.

We rely on a number of systems consulting and systems integration firms for a substantial portion of
implementation and other customer support services, as well as for recommendations of our products during the evaluation stage of the
purchase process. Although we seek to maintain close relationships with these service providers, many of them have similar and often
more established, relationships with our competitors. If we are unable to develop and retain effective, long-term relationships with
these third parties, our competitive position could be materially and adversely affected. Further, many of these third parties have
significantly greater resources than we do and may market software products that compete with us.

A large number of personal, departmental and other products exist in the Siebel eBusiness applications market.
Companies (products) such as Allegis (Allegis Sales Partner), Annuncio (Annuncio Live), Ariba (Ariba ORMS Application, Ariba Internet
Business Exchange Service, Ariba Market Suite), Baan Co. (BaanFrontOffice, Baan E-Enterprise), Blue Martini (Blue Martini Customer
Interaction), Brightware (Web Assistance, Email Assistance), BroadVision (One-to-One Enterprise, One-to-One), Broadbase Info.
(CRMPerform), Calico Commerce (Calico eSales Configurator, Calico eSales Engine), Callidus Software, Inc. (TrueComp), CAS GmbH
(Mapware, Groupware, Referenzen), Chordiant Software (Enterprise Business Center, Chordiant CCS), Clarify (ClearCallCenter, Clear
Quality, Clear Telebusiness), Dendrite International (Dendrite Series 6, AIMS, Strategic Selling Guide), Epicor (Epicor
eFrontOffice, Epicor eCommerce Suite, Epicor eIntelligence), E.piphany (E.4 System), FirePond (FirePond Application Suite), Firstwave
Technologies (Firstwave eRM, eMarketing, eSales, eSupport), GoldMine Software (GoldMine), I2 Technologies (RYTHM), Kana
Communications (Kana Connect, Kana Notify, Kana Realtime, Kana Response, Kana Classify, Kana Assist, Kana Forms), MarketFirst
(MarketFirst 2.0), MarketSoft (eLeads), Niku (iNiku), Octane Software (Octane 2000), ONYX Software (Customer Center), Oracle
(Oracle iMarketing, Oracle iStore, OracleiPayment, Oracle Telephony Manager, Oracle Customer Care. Oracle OpenTel), Pegasystems, Inc.
(Pegasystems), Pivotal Software, Inc. (eRelationship 2000), Prime Resposne (Prime@Vantage.com), Quintus Corp. (eContact), Relavis
Corp. (Remedy@work), RTS, SalesLogix (CommerceLogix, SupportLogix, ACT!), SAP AG (mySAP.comTM), Saratoga Systems, ServiceSoft
(Web Advisor®, eCenterTM, Knowledge Builder®, LiveContactTM, E-mailContactTM), Silknet Software Inc.
(Silknet)(To be acquired by Kana Communications, Inc.), Trilogy (MultiChannel Commerce 2.0), Update Marketing (Marketing
Manager®), Vantive Corp. (Vantive)(Acquired by PeopleSoft), Vignette (StoryServer, Syndication Server, Multi-Channel Server,
Tools, Professional Services) are among the many firms in this market segment. Some of these competitors have longer operating
histories, significantly greater financial, technical, marketing and other resources, significantly greater name recognition and a
larger installed base of customers than we do. In addition, many competitors have well-established relationships with our current and
potential customers. As a result, these competitors may be able to respond more quickly to new or emerging technologies and changes
in customer requirements, or to devote greater resources to the development, promotion and sale of their products than we can.

There are many factors that may increase competition in the eBusiness systems market, including (i) entry of new
competitors, (ii) alliances among existing competitors, (iii) consolidation in the software industry and (iv) technological changes
or changes in the use of the Internet.  Increased competition may result in price reductions, reduced gross margins or loss of market
share, any of which could materially and adversely affect our business, operating results and financial condition. If we cannot
compete successfully against current and future competitors or overcome competitive pressures, our business, operating results and
financial condition may be adversely affected.

If we do not maintain our relationships with third-party vendors, interruptions in the supply of our
products may result.

We may not be able to replace the functionality provided by the third-party software currently offered
with our products if that software becomes obsolete or incompatible with future versions of our products or is not adequately
maintained or updated. Portions of our products incorporate software that was developed and is maintained by third-party software
developers. Although we believe there are other sources for these products, any significant interruption in the supply of these
products could adversely impact our sales unless and until we can secure another source. We depend in part on these third parties'
abilities to enhance their current products, to develop new products on a timely and cost-effective basis and to respond to emerging
industry standards and other technological changes. The absence of or any significant delay in the replacement of functionality
provided by third-party software in our products could materially and adversely affect our sales.

Software errors or defects in our products could reduce revenues.

Software products frequently contain errors or failures, especially when first introduced or when new
versions are released. Although we conduct extensive product testing during product development, we have, in the past, been forced to
delay the commercial release of products until the correction of software problems. We could lose revenues as a result of software
errors or defects. Our products are intended for use in sales applications that may be critical to a customer's business. As a
result, we expect that our customers and potential customers will have a greater sensitivity to product defects than the market for
software products generally. Testing errors may also be found in new products or releases after commencement of commercial shipments,
resulting in loss of revenue or delay in market acceptance, damage to our reputation, or increased service and warranty costs, any of
which could have a material adverse effect upon our business, operating results and financial condition.

If we do not successfully manage our growth, our business may be negatively impacted.

If we fail to manage our growth effectively, our business, financial condition and results of operations
could be materially and adversely affected. Our business has grown rapidly in recent years. This growth has placed a significant
strain on our management systems and resources. To manage future growth, we must continue to (i) improve our financial and management
controls, reporting systems and procedures on a timely basis and (ii) expand, train and manage our employee work force.

The loss of key personnel could negatively affect our performance.

Our performance depends on the continued service of our key technical, sales and senior management
personnel, particularly Thomas M. Siebel, our Chairman and Chief Executive Officer. None of our key employees has entered into an
employment agreement with us. The loss of the services of one or more of our executive officers could have a material adverse effect
on our business, operating results and financial condition.

Substantial leverage and debt service obligations may adversely affect our cash flow.

We have substantial amounts of outstanding indebtedness, primarily consisting of our 5-1/2% convertible
subordinated notes due September 15, 2006.  As a result of this indebtedness, our principal and interest payment obligations are
substantial.  We may be unable to generate cash sufficient to pay the principal of, interest on and other amounts due in respect of
our indebtedness when due. We also expect to add additional equipment loans and lease lines to finance capital expenditures and may
obtain additional long-term debt, working capital lines of credit and lease lines. There can be no assurance that any financing
arrangements will be available.

Our substantial leverage could have significant negative consequences, including:

- Increasing our vulnerability to general adverse economic and industry conditions;
- Limiting our ability to obtain additional financing;
- Requiring the dedication of a substantial portion of our expected cash flow from operations to service our
indebtedness, thereby reducing the amount of our expected cash flow available for other purposes, including capital
expenditures;
- Limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we
compete; and
- Placing us at a competitive disadvantage compared to less leveraged competitors and competitors that have
better access to capital resources.

The protection of our proprietary information is limited.

We rely primarily on a combination of patent, copyright, trade secret and trademark laws, confidentiality
procedures and contractual provisions to protect our proprietary rights. We also believe that the technological and creative skills
of our personnel, new product developments, frequent product enhancements, name recognition and reliable product maintenance are
essential to establishing and maintaining a technology leadership position. We seek to protect our software, documentation and other
written materials under patent, trade secret and copyright laws, which afford only limited protection. Any patents issued to us may
be invalidated, circumvented or challenged. Any of our pending or future patent applications, whether or not being currently
challenged, may not be issued with the scope of the claims we seek, if at all. Furthermore, others may develop technologies that are
similar or superior to our technology or design around our patents. Despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary.
Policing unauthorized use of our products is difficult. In addition, the laws of some foreign countries do not protect our
proprietary rights as fully as do the laws of the United States. Our means of protecting our proprietary rights in the United States
or abroad may not be adequate. We have entered into agreements with substantially all of our customers that require us to place
Siebel eBusiness Applications source code into escrow. Such agreements generally provide that such parties will have a limited, non-
exclusive right to use such code if (i) there is a bankruptcy proceeding by or against us, (ii) we cease to do business, or (iii) we
fail to meet our support obligations.

Although we do not believe that we are infringing any proprietary rights of others, third parties may claim that
we have infringed their intellectual property rights. Furthermore, former employers of our former, current or future employees may
assert claims that such employees have improperly disclosed to us the confidential or proprietary information of such former
employers. Any such claims, with or without merit, could (i) be time consuming to defend, (ii) result in costly litigation, (iii)
divert management's attention and resources, (iv) cause product shipment delays and (v) require us to pay money damages or enter into
royalty or licensing agreements. A successful claim of product infringement against us and our failure or inability to license or
create a workaround for such infringed or similar technology may materially and adversely affect our business, operating results and
financial condition.

We license certain software from third parties. These third-party software licenses may not continue to be
available to us on acceptable terms. The loss of, or inability to maintain, any of these software licenses could result in shipment
delays or reductions. This could materially and adversely affect our business, operating results and financial condition.

International operations involve unique risks.

Our revenues are primarily derived from large multi-national companies.  To service the needs of these
companies, we must provide worldwide product support services. We have expanded and intend to continue expanding, our international
operations and enter additional international markets. This will require significant management attention and financial resources
that could adversely affect our operating margins and earnings. We may not be able to maintain or increase international market
demand for Siebel eBusiness Applications. If we do not, our international sales will be limited and our business, operating results
and financial condition could be materially and adversely affected.

Our international operations are subject to a variety of risks, including (i) foreign currency fluctuations, (ii)
economic or political instability, (iii) shipping delays and (iv) various trade restrictions. Any of these risks could have a
significant impact on our ability to deliver products on a competitive and timely basis. Significant increases in the level of
customs duties, export quotas or other trade restrictions could also have an adverse effect on our business, financial condition and
results of operations. In situations where direct sales are denominated in foreign currency, any fluctuation in foreign currency or
the exchange rate may adversely affect our business, financial condition and results of operations. We manage our foreign currency
exchange rate risk by entering into contracts to sell foreign currency at the time a foreign currency receivable is generated. When
the foreign currency receivable is collected, the contract is liquidated, thereby converting the foreign currency to US dollars and
mitigating the exchange rate risk. In certain instances, we have not hedged foreign currency receivables when the forward contracts
in the relevant currency were not readily available or were not cost effective.

Certain stockholders may be able to exercise control over matters requiring stockholder approval.

Our current officers, directors and entities affiliated with us together beneficially owned a significant
portion of the outstanding shares of common stock as of March 31, 2000. While these stockholders do not hold a majority of our
outstanding common stock, they will be able to exercise significant influence over matters requiring stockholder approval, including
the election of directors and the approval of mergers, consolidations and sales of our assets. This may prevent or discourage tender
offers for our common stock.

Our stock price may continue to be volatile.

Our stock price has fluctuated substantially since our initial public offering in June 1996. The trading
price of our common stock is subject to significant fluctuations in response to variations in quarterly operating results, the gain
or loss of significant orders, changes in earning estimates by analysts, announcements of technological innovations or new products
by us or our competitors, general conditions in the software and computer industries and other events or factors. In addition, the
stock market in general has experienced extreme price and volume fluctuations that have affected the market price for many companies
in industries similar or related to ours and that have been unrelated to the operating performance of these companies. These market
fluctuations have adversely affected and may continue to adversely affect the market price of our common stock.

Certain provisions in our charter documents may prevent certain corporate actions.

Our Board of Directors is authorized to issue up to 2,000,000 shares of preferred stock and to determine
the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further approval by
our stockholders. The preferred stock could be issued with voting, liquidation, dividend and other rights superior to those of the
common stock. The rights of the holders of common stock will be subject to and may be adversely affected by, the rights of the
holders of any preferred stock that may be issued in the future. The issuance of preferred stock, while providing desirable
flexibility in connection with possible acquisitions and other corporate purposes, could make it more difficult for a third party to
acquire a majority of our outstanding voting stock. We have a classified Board of Directors. This and certain other provisions of our
certificate of incorporation and certain provisions of our Bylaws and of Delaware law, could delay or make more difficult a merger,
tender offer or proxy contest.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk.



The tables below provide information about the Company's derivative financial instruments and financial
instruments that are subject to market risk. These include foreign currency forward contracts used to hedge foreign currency
receivables and intercompany balances, which are subject to exchange rate risk, cash equivalents and available-for-sale short-term
investments, which are subject to interest rate risk.



The Company manages its foreign currency exchange rate risk by entering into contracts to sell foreign
currency at the time a foreign currency receivable is generated. When the foreign currency receivable is collected, the contract is
liquidated, thereby converting the foreign currency to US dollars and mitigating the exchange rate risk.



The following summarizes the Company's foreign currency forward contracts, all of which mature in 2000, by
currency, as of March 31, 2000. Contract amounts are representative of the expected payments to be made under these instruments (in
thousands):

`Fair
                                         Contract      Contract   Value at
                                          Amount        Amount    March 31,
                                     (Local Currency)    (US$)    2000 (US$)
                                     ----------------  ---------  ---------
German marks (contracts to pay
  DM/receive US$).................          DM  6,600  US$ 3,290   US$  81

 British pounds (contracts to pay
 (Pounds)/receive US$)............    (Pounds)  4,511  US$ 7,236   US$  67

Japanese yen (contracts to pay
 (Yen)/receive US$)...............    (Yen) 2,101,000  US$19,355   US$(576)

Euro (contracts to pay
  EUR/receive US$)................        EUR   6,179  US$ 5,726   US$ 150

Bristish pounds (contracts to pay
 (Pounds)/receive EUR)............    (Pounds)  5,126  US$ 8,460   US$(226)`

The following summarizes the Company's short-term investments and the weighted average yields, as of March 31,
2000 (in thousands):

`Expected maturity date
                         -----------------------------------------------------
                                                                       There-
                           2000     2001     2002     2003     2004    after
                         -------- -------- -------- -------- -------- --------
US treasury securities..      --   $9,386   $7,902   $8,284   $6,272       --
Wtd. Avg. Yld...........             6.79%    6.80%    6.45%    6.66%

Municipal securities.... $41,766  $35,755  $36,217   $5,260       --       --
Wtd. Avg. Yld...........    4.32%    3.82%    4.60%    4.95%

Corporate bonds.........    $994  $35,299  $31,511   $3,486   $5,387   $1,296
Wtd. Avg. Yld...........    6.17%    6.94%    7.06%    7.37%    7.17%    7.45%`



On March 31, 2000, the Company had an investment portfolio of fixed income securities,
excluding those classified as cash and cash equivalents, of $228,815,000.  These securities, like all fixed income instruments, are
subject to interest rate risk and will fall in value if market interest rates increase.  If market interest rates were to increase
immediately and uniformly by 100 basis points from levels as of March 31, 2000, the fair value of the portfolio would decline by
approximately $3,486,000.



The Company manages its interest rate risk by maintaining an investment portfolio with debt instruments of
high credit quality and relatively short average maturities. The Company also manages interest rate risk by maintaining sufficient
cash and cash equivalent balances such that it is typically able to hold its investments to maturity.



The Company is exposed to equity price risks on marketable equity securities.  This investment is in a
publicly-trade company in the high-technology industry sector.  The Company typically does not attempt to reduce or eliminate its
market exposure on these securities.  A 10% adverse change in the equity price would result in an approximate $7,663,000 decrease in
the fair value of the Company's marketable equity securities as of March 31, 2000.



The fair value of the Company's convertible subordinated debenture fluctuates based upon changes in the price
of the Company's common stock, changes in interest rates and changes in the
credit worthiness of the Company.  The fair market value of the convertible subordinated debentures as of March 31, 2000 was
$797,250,000.



Part II.	Other Information

Item 1.	Legal Proceedings.



The Company is subject to legal proceedings and claims,
either asserted or unasserted, which arise in the ordinary course of business.   While the outcome of these proceedings and claims
cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material
adverse effect on the Company's consolidated results of operations or consolidated financial position.



Item 2.	Changes in Securities and Use of Proceeds.



The effective date of the Company's first registration statement, filed on Form S-1 under the Securities Act
of 1933 (No. 333-12061) relating to the Company's initial public offering of its Common Stock, was June 27, 1996. There has been no
change to the disclosure contained in the Company's report on Form 10-Q for the quarter ended March 31, 1998 regarding the use of
proceeds generated by the Company's initial public offering of its Common Stock.

Item 6.	Exhibits and Reports on Form 8-K.

(a)	Exhibits.



|**Exhibit Number** | **Description of Document**                                                                                                                              
|------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1                | Agreement and Plan of Merger and Reorganization, dated March 1, 1998, among the
Registrant, Syracuse Acquisition Sub, Inc. and Scopus Technology, Inc.(4)
|2.2                | Agreement and Plan of Merger and Reorganization dated November 17, 1999,
among the Registrant, SE Acquisition Corp. and OnTarget, Inc. (8)               
|3.1                | Amended and Restated Certificate of Incorporation of the Registrant.(3)                                                                                  
|3.2                | Certificate of Amendment of the Amended and Restated Certificiate of
Incorporation of the Registrant (9)                                                 
|3.3                | Bylaws of the Registrant.(1)                                                                                                                             
|4.1                | Reference is made to Exhibits 3.1 and 3.2.                                                                                                               
|4.2                | Specimen Stock Certificate.(1)                                                                                                                           
|4.3                | Restated Investor Rights Agreement, dated December 1, 1995, between the
Registrant and certain investors, as amended April 30, 1996 and June 14,
1996.(1)
|10.1               | Registrant's 1996 Equity Incentive Plan, as amended.(3)                                                                                                  
|10.2               | Registrant's Employee Stock Purchase Plan, as amended.(3)                                                                                                
|10.3               | Form of Indemnity Agreement entered into between the Registrant and its
officers and directors.(1)                                                       
|10.4               | Registrant's Deferred Compensation Plan, dated January 10, 1997.(5)                                                                                      
|10.5               | Master Alliance Agreement, dated March 17, 1995, between the Registrant and
Andersen Consulting LLP.(1)(2)                                               
|10.6               | Assignment Agreement, dated September 20, 1995, by and between the Registrant
and Thomas M. Siebel.(1)                                                   
|10.7               | Lease Agreement, dated June 4, 1996, by and between the Registrant and
Crossroad Associates and Clocktower Associates.(1)                                
|10.8               | Lease Agreement, dated March 11, 1999, by and between the Registrant and
Sobrato Interests III.(9)                                                       
|10.9               | Lease Agreement, dated March 11, 1999, by and between the Registrant and
Sobrato Interests III.(9)                                                       
|10.10              | Lease Agreement, dated June 11, 1999, by and between the Registrant and
Sobrato Interests III.(9)                                                        
|10.11              | Lease Agreement, dated August 24, 1994, by and between the Registrant and
Watergate Tower Associates.(9)                                                 
|10.12              | Lease Agreement, dated August 16, 1999, by and between the Registrant and
Spieker Properties, L.P.(9)                                                    
|10.13              | Lease Amendment 10, dated April 8, 1999, by and between the Registrant and
Spieker Properties, L.P.(9)                                                   
|10.14              | Lease Amendment 11, dated August 13, 1999, by and between the Registrant
and Spieker Properties, L.P.(9)                                                 
|10.15              | Lease Amendment 12, dated October 28, 1999, by and between the Registrant and
Spieker Properties, L.P.(9)                                                
|23.1               | Consent of KPMG LLP, Independent Auditors.(9)                                                                                                            
|27.1               | Financial Data Schedule.(10)                                                                                                                             

________

(1)	Incorporated by reference to the Registrant's Registration Statement on Form S-1 (No. 333-03751), as
amended.

(2) 	Confidential treatment has been granted with respect to portions of this exhibit.

(3)	Incorporated by reference to the Registrant's Registration Statement on Form S-8 (No. 333-07983), as
amended.

(4)	Incorporated by reference to Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed by the
Registrant on March 16, 1998.

(5)	Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1996.

(6)	Incorporated by reference to Exhibit 99.3 of the Registrant's Current Report on Form 8-K filed by the
Registrant on March 16, 1998.

(7)	Incorporated by reference to Exhibit 99.5 of the Registrant's Current Report on Form 8-K filed by the
Registrant on March 16, 1998.

(8)	Incorporated by reference to the Registrant's Current Report on Form 8-K filed by the Registrant on January
7, 2000.

(9)	Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31,
1999.

(10)	Filed herewith.



(b)	Reports on Form 8-K.

On January 7, 2000, the Registrant filed a report on Form 8-K relating to the Registrant's restated
audited consolidated financial statements, giving effect to the merger with OnTarget, Inc. for the three years ended December 31,
1998, and the related consolidated financial statement schedule, selected financial data and management's discussion and analysis of
financial condition and results of operations.

---



**SIGNATURES**

Pursuant to the requirement of the Security Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



| |                     
| | --------------------
| | SIEBEL SYSTEMS, INC.

| |             
| | ------------
| | (Registrant)

Dated: May 12, 2000



| |     |                     
| | --- | --------------------
| | By: | /s/ Howard H. Graham

| |                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                     
| | Howard H. Graham                                                                                                                                    
| | Senior Vice President Finance and
                                    Administration and
                                    Chief Financial Officer
| | (Principal Financial Officer)                                                                                                                       



| |     |                    
| | --- | -------------------
| | By: | /s/ Paul J. Gifford

| |                               
| | ------------------------------
| |                               
| | Paul J. Gifford               
| | Vice President, Controller    
| | (Principal Accounting Officer)

---