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PROSPECTUS SUPPLEMENT NO. 1                     Filed Pursuant to Rule 424(b)(2)
(To Prospectus dated February 4, 1997)                Registration No. 333-20647




                             ASPEN TECHNOLOGY, INC.

                                  COMMON STOCK


     On February 6, 1997, Basil Joffe, one of the Selling Stockholders described
in the attached Prospectus dated February 4, 1997 (the "Prospectus"), donated to
The Basil and Doreen Joffe Charitable Remainder Trust (the "Trust") an aggregate
of 38,000 shares (prior to giving effect to the two-for-one stock split
discussed in the Prospectus) of Common Stock offered by the Prospectus. Mr.
Joffe is one of the trustees of such Trust and continues to beneficially own the
38,000 shares donated to the Trust.

     All or a portion of the 38,000 shares transferred to the Trust may be sold
from time to time by the Trust or by pledgees, transferees or other successors
in interest of the Trust. Such sales may be made as set forth under "Plan of
Distribution" in the Prospectus. The Trust shall constitute a Selling
Stockholder for all purposes of the Prospectus. The Trust does not beneficially
own any other shares of Common Stock of the Company.


                                February 7, 1997