SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* KINGSLEY DOUGLAS A (Last) (First) (Middle) 75 STATE STREET, 29TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ASPEN TECHNOLOGY INC /DE/ [ AZPN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/14/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year) 08/18/2003	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy Common Stock)	$2.84	08/14/2003		A		24,000		12/31/2003(1)	08/14/2013	Common Stock	24,000	$2.84	24,000	D

Explanation of Responses:

1. These options will vest in 12 equal quarterly installments beginning on December 31, 2003.

	/s/ Janet L. Hennessy, Attorney-in-Fact	08/18/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                                POWER OF ATTORNEY

      Know all by these presents that the undersigned hereby constitutes and
appoints Janet L. Hennessy, his true attorney-in-fact to:

      (1)   execute for and on behalf of the undersigned, Rule 144 filings,
            Forms 3, 4, and 5; related to Aspen Technologies, Inc. in accordance
            with Section 16(a) of the Securities Exchange Act of 1934 and the
            rules thereunder;

      (2)   do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete the execution of any
            such Rule 144 filings, Forms 3, 4, and 5 and the timely filing of
            such forms with the United States Securities and Exchange Commission
            and any other authority; and

      (3)   take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that any document filed pursuant to
            this Power of Attorney shall be in such form and shall contain such
            terms and conditions as such attorney-in-fact may approve in his/her
            discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or his/her
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with any section of either the Securities Act of 1933
or the Securities Exchange Act of 1934.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 11th day of August 2003.

                                            /s/ Douglas A. Kingsley
                                            ____________________________________
                                            Douglas A. Kingsley