SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Pike Christopher (Last) (First) (Middle) C/O ADVENT INTERNATIONAL 75 STATE STREET, 29TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/20/2006	3. Issuer Name and Ticker or Trading Symbol ASPEN TECHNOLOGY INC /DE/ [ AZPN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D-1 Convertible Preferred Stock(1)	08/14/2003	(2)	common stock	2,300	0.00(1)	I	see footnote(3)
Warrants to purchase Common Stock	08/14/2003	08/14/2010	common stock	465	3.33	I	see footnote(3)

Explanation of Responses:

1. Each of the series D-1 shares is convertible into a number of shares of common stock equal to its stated value of $333.00 per share (subject to adjustment) divided by the conversion price of $3.33 (subject to adjustment).

2. Shares may be converted into common stock on a perpetual basis.

3. Shares are indirectly beneficially owned as a limited partner of Advent Partners GPE-IV Limited Partnership.

Remarks:

	/s/ Janet L. Hennessy, Attorney-in-Fact	01/25/2006
	** 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 5 (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
24th day of January 2006.



/s/ Christopher
C.
Pike
Christopher C. Pike