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): May 6, 2004

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

        Delaware                      0-24786              04-2739697
- -------------------------------------------------------------------------------
 (State or other juris-             (Commission           (IRS Employer
diction of incorporation           File Number)         Identification No.)


         Ten Canal Park, Cambridge, Massachusetts              02141
- -------------------------------------------------------------------------------
         (Address of principal executive offices)           (Zip Code)


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


- -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On May 6, 2004, Aspen Technology, Inc. announced Don Casey had been elected to the Board of Directors and Doug Brown was resigning his position on the Board. It was also announced that Stephen Jennings was replacing Doug Brown on the company's compensation committee. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

SIGNATURE 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. Date: May 6, 2004 ASPEN TECHNOLOGY, INC. By: /s/ Charles F. Kane -------------------------- Charles F. Kane Senior Vice President and Chief Financial Officer

EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99.1 Press release issued by Aspen Technology, Inc. on May 6, 2004.

                                                                    Exhibit 99.1

        Aspen Technology Names Don Casey to Board of Directors


    CAMBRIDGE, Mass.--(BUSINESS WIRE)--May 6, 2004--

    Casey brings 37 years of IT management and consulting experience
    from companies such as IBM, Apple Computer, Wang and Lotus
    Development Corporation

    Aspen Technology, Inc. (Nasdaq: AZPN) today announced it has named
Don Casey to its Board of Directors, effective as of last week's April
28th board meeting. Mr. Casey has been elected by the Board to serve
out the remaining two-year term of Doug Brown, who has resigned his
position to focus on his role as CEO of Ionics, Inc. The appointment
of Mr. Casey fulfills the final Board seat that Advent International
is entitled to designate as part of its $100 million private equity
transaction in AspenTech, which closed in August 2003. Advent has
nominated four of AspenTech's nine current directors.
    Mr. Casey has enjoyed an impressive career at several of the
industry's largest computer hardware and software companies. He began
his career at IBM, holding several senior management positions during
his 21 years with the company, including Vice President of
Communications Software and Communications Hardware. After leaving
IBM, he became Vice President of Networking and Multimedia for Apple
Computer, Inc., where he was responsible for Apple's connectivity and
multimedia architecture and products.
    Mr. Casey then left Apple to become Vice President of Lotus
Development Corporation's spreadsheet division and was responsible for
800 employees and more than 80 percent of Lotus' revenues. In 1991, he
became President and Chief Technology Officer for Wang Global and led
one of the most successful turnarounds in the history of the IT
industry. Casey helped to transform Wang from a troubled hardware
company with $750 million in revenues, to a $3.5 billion software and
services company with more than 20,000 employees. Over the past four
years, he has run his own consulting business and has served as
President and Chief Operating Officer of Exodus Communications.
    "I would like to thank Doug Brown for his more than eighteen years
of service to AspenTech on our Board of Directors," said David
McQuillin, President and CEO of AspenTech. "As we look to maintain our
leadership position in the process industries and profitably grow our
business, we are pleased to welcome someone as seasoned as Don Casey
to our Board. His experience and track record speak for themselves and
we believe he will provide valuable counsel as we seek to capitalize
on the emerging Enterprise Operations Management market."
    Stephen Jennings will replace Doug Brown as Chair of the
Compensation Committee.

    About AspenTech

    Aspen Technology, Inc. provides industry-leading software and
implementation services that enable process companies to increase
efficiency and profitability. AspenTech's engineering product line is
used to design and improve plants and processes, maximizing returns
throughout an asset's operating life. Its manufacturing/supply chain
product line allows companies to increase margins in their plants and
supply chains, by managing customer demand, optimizing production, and
streamlining the delivery of finished products. These two offerings
are combined to create solutions for enterprise operations management
(EOM), integrated enterprise-wide systems that provide process
manufacturers with the capability to dramatically improve their
operating performance. Over 1,500 leading companies already rely on
AspenTech's software, including Aventis, Bayer, BASF, BP,
ChevronTexaco, Dow Chemical, DuPont, ExxonMobil, Fluor,
GlaxoSmithKline, Shell, and Total. For more information, visit
www.aspentech.com.


    CONTACT: Aspen Technology
             Joshua Young, 617-949-1274