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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

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

                                    FORM 8-K

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

Date of report (date of earliest event reported):        July 27, 1998
                                                  ------------------------------

                             ASPEN TECHNOLOGY, INC.
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             (Exact name of registrant as specified in its charter)

         DELAWARE                     0-24786                    04-2739697
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(State or other jurisdiction        (Commission                (IRS employer
     of incorporation)              file number)             identification no.)

TEN CANAL PARK, CAMBRIDGE, MASSACHUSETTS                                 02141
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(Address of principal executive offices)                              (Zip code)

Registrant's telephone number, including area code:       (617) 949-1000
                                                    ----------------------------

                                 NOT APPLICABLE
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)




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ITEM 5.     OTHER EVENTS.

     On July 27, 1998, Aspen Technology, Inc. issued a press release containing
certain financial information for the three months ended June 30, 1998. A copy
of the July 27, 1998 press release is filed as Exhibit 99.1 to this Current
Report and is incorporated herein by reference.

Item 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a)    Financial Statements of Business Acquired.

            Not applicable.

     (b)    Pro Forma Financial Information.

            Not applicable.

     (c)    Exhibits.

   Exhibit
   Number       Description
   -------      -----------

    99.1        Press release of Aspen Technology, Inc. issued July 27, 1998.




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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    ASPEN TECHNOLOGY, INC.


Date: July 28, 1998                 By: /s/ Mary A. Palermo
                                        ----------------------------------------
                                        Mary A. Palermo
                                        Executive Vice President, Finance and
                                        Chief Financial Officer




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                                  EXHIBIT INDEX

                                                                Page Number in
Exhibit                                                          Sequentially
Number         Description                                       Numbered Copy
- -------        -----------                                      --------------

  99.1         Press release of Aspen Technology, Inc.
               issued July 27, 1998




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                                                                    Exhibit 99.1

                     ASPEN TECHNOLOGY ANNOUNCES PRELIMINARY
                       FOURTH QUARTER FISCAL 1998 RESULTS

CAMBRIDGE, Mass. - July 27, 1998 - Aspen Technology, Inc. (NASDAQ: AZPN), the
leading provider of Smart Manufacturing software and services for the process
industries, today announced preliminary financial results for the fourth
quarter of fiscal year 1998.

Total revenues are expected to exceed $74 million, which would represent a
growth rate in excess of 30% compared with the fourth quarter of fiscal 1997.
License revenue is expected to exceed $43 million, which would represent growth
in excess of 35%, year-over-year. Net income is expected to be approximately $8
million, or $0.30 per share, excluding one-time acquisition-related charges.

"Revenue growth overall was solid during the fourth quarter, particularly on the
license side," observed Larry Evans, Chairman and Chief Executive Officer.
"However, services revenue growth was a bit slower than we'd hoped, and expenses
were higher throughout the organization. This combination put pressure on our
profitability. To address these issues, we plan to implement programs focused on
the productivity of our project services and on improved expense management.
Notwithstanding these execution challenges, we believe that fourth quarter
license revenue growth is good evidence of the attractive market opportunity and
our leadership position."

AspenTech will announce final fourth quarter and audited fiscal 1998 results on
August 11, 1998.

This press release contains forward-looking statements that involve a number of
risks and uncertainties. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements
include the risks set forth under the caption "Risk Factors" in Aspen
Technology's Current Report on Form 8-K filed on June 3, 1998, which factors are
incorporated herein by reference.



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About AspenTech

Aspen Technology, Inc., is a leading supplier of software and services for the
analysis, design and automation of process manufacturing plants in industries
such as chemical, petroleum, pharmaceuticals, electric power, pulp and paper,
and metals. Process manufacturers use AspenTech's solutions to improve the way
they design, operate and manage their plants. These solutions enable customers
to reduce their raw material, energy, and capital expenses, meet environmental
and safety regulations, improve product quality, and shorten the time required
to get new production processes on stream. AspenTech is headquartered in
Cambridge, Massachusetts, with offices in 21 countries worldwide. AspenTech,
Plantelligence, True Potential and the AspenTech logo are USPTO registered
trademarks of Aspen Technology, Inc.