SecProbe.io

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                                 [MW LETTERHEAD]

September 29, 2005

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Attention:   Kathleen Collins
             Accounting Branch Chief

Re:   SPSS Inc.
      Form 10-K for the Fiscal Year Ended December 31, 2004
      Filed March 16, 2005 and amended on April 22, 2005
      File No. 000-22194

Dear Ms. Collins:

On behalf of our client, SPSS Inc. ("SPSS" or the "Company"), set forth below
are the Company's responses to the questions and comments contained in the
letter (the "Comment Letter"), dated September 20, 2005, from the staff (the
"Staff") of the Securities and Exchange Commission (the "Commission"). The
Comment Letter relates to the Company's Form 10-K filed with the Commission on
March 16, 2005 for the Fiscal Year Ended December 31, 2004 (the "2004 Form
10-K"). The paragraph numbers below correspond to the numbered paragraphs in the
Comment Letter. For your convenience, prior to each response we have duplicated
the exact text of the question or comment from the Comment Letter to which such
response relates.

Per our discussion with April Coleman on September 22, 2005, please note that
the Comment Letter referenced File No. 000-13071. The Company's permanent file
number for periodic reports filed in connection with the Securities Exchange Act
of 1934 is File No. 000-22194. As such, we have referenced File No. 000-22194 in
the header above. We understand that the Staff has reflected this change in its
records.

In addition, although not acknowledged in the Comment Letter, please note that
the 2004 Form 10-K was amended by that certain Amendment No. 1 to the Annual
Report on Form 10-K/A filed with the Commission on April 22, 2005 ("Amendment
No. 1"). Amendment No. 1 amended the 2004 Form 10-K by amending Part II, Item 8
and Part III, Item 9A. The page number references set forth in the Comment
Letter refer to only the 2004 Form 10-K. Per our discussion with April Coleman
on September 22, 2005, in the Company's responses to the Comment Letter below,
references are made to relevant page numbers in the 2004 Form 10-K and, where
the same text appears in Amendment No. 1, references are also made to the
corresponding page numbers in Amendment No. 1.

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Securities and Exchange Commission
Page 2

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

NOTE (7) ACQUISITIONS AND DIVESTITURES

DIVESTITURES, PAGE 59

1.       WE NOTE FROM YOUR DISCLOSURES THAT IN DECEMBER, 2003, SYSTAT ACQUIRED
         AN EXCLUSIVE WORLDWIDE LICENSE TO DISTRIBUTE YOUR SIGMA-SERIES LINE OF
         PRODUCTS FOR A THREE-YEAR PERIOD AND PURCHASED CERTAIN RELATED ASSETS.
         IN ADDITION YOU DISCLOSE THAT THIS TRANSACTION WAS ACCOUNTED FOR AS THE
         DIVESTITURE OF A BUSINESS, A GAIN OF APPROXIMATELY $8.6 MILLION WAS
         RECORDED AND GOODWILL WAS REDUCED BY $1 MILLION TO REFLECT THE
         ESTIMATED GOODWILL ALLOCATED TO THIS BUSINESS. TELL US HOW YOU
         CONSIDERED PRESENTING AND DISCLOSING DISCONTINUED OPERATIONS FOR THE
         DIVESTITURE OF THIS BUSINESS. SPECIFICALLY ADDRESS YOUR CONSIDERATION
         OF PARAGRAPHS 41-44 OF SFAS 144 IN YOUR RESPONSE. IN ADDITION TELL US
         HOW YOU CONSIDERED THE DIVESTITURE OF THIS BUSINESS IN YOUR DISCUSSION
         OF RESULTS OF OPERATIONS (IMPACT ON REVENUES AND EXPENSES) AND CASH
         FLOWS IN MANAGEMENTS DISCUSSION AND ANALYSIS.

         RESPONSE: As disclosed in "Note (7) Acquisitions and Divestitures" set
         forth on pages 56 to 60 of the 2004 Form 10-K (and corresponding pages
         24 to 28 of Amendment No. 1), SPSS entered into a Software Distribution
         and Asset Purchase Agreement (the "Agreement") with Systat Software,
         Inc., a subsidiary of Cranes Software International Ltd ("Systat"), in
         December 2003. The Agreement provided for the following transactions
         (collectively, the "Sigma-Series Transaction"):

         1.       SPSS granted Systat both the right to distribute Sigma-series
                  software products (the "Sigma-Series Product Line") and a
                  license to use the software source code, documentation and
                  technical information associated with such source code for a
                  3-year period ending December 31, 2006. If Systat failed to
                  satisfy certain obligations in connection with this license,
                  such action would constitute a breach of the Agreement which,
                  if not cured within the requisite time period, would allow
                  SPSS to terminate Systat's rights under the Agreement.

         2.       SPSS granted Systat an option to purchase the Sigma-Series
                  Product Line at the end of the 3-year period (the "Purchase
                  Option"). SPSS remains the owner of the Sigma-Series Product
                  Line unless and until the Purchase Option is exercised at the
                  end of 3-year period.

         3.       SPSS sold to Systat all assets related to the business
                  surrounding the Sigma-Series Product Line.

         As further disclosed on page 60 of the 2004 Form 10-K (and
         corresponding page 28 of Amendment No. 1), SPSS accounted for the
         Sigma-Series Transaction as the divestiture of a business. SPSS
         reported the resulting gain of $8.6 million in its Consolidated
         Statements of Operations (see page 40 of the 2004 Form 10-K and
         corresponding page 8 of Amendment

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Securities and Exchange Commission
Page 3

         No. 1) as the separate line labeled "Gain on divestiture of
         Sigma-Series Product Line" in other income and has included the amount
         in income from continuing operations.

         The manner in which SPSS considered presenting and disclosing
         discontinued operations for the divestiture of this business is
         summarized below. A more detailed explanation of the SPSS' analysis is
         set forth following the summary. The manner in which SPSS considered
         the divestiture of this business in its discussion of results of
         operations (impact on revenues and expenses) and cash flows in
         Management's Discussion and Analysis is also set forth following the
         summary.

                                     SUMMARY

         In establishing its accounting position for the Sigma-Series
         Transaction, SPSS considered the following aspects of SFAS 144. First,
         SPSS considered whether the distribution license and sale of the
         related assets of the Sigma-Series Product Line met the definition of a
         "component of an entity" under SFAS 144 which would allow SPSS to treat
         the distribution license and sale of the related assets of the Sigma
         Series Product Line as a divestiture of a business. Following this
         consideration, SPSS concluded that the Sigma-Series Product Line did
         meet the definition of a component of an entity (as defined in
         paragraphs 41 of SFAS 144).

         After establishing the Sigma-Series Product Line as a component of an
         entity, SPSS then considered whether the Sigma-Series Transaction
         should be treated as a discontinued operation. Following this
         consideration, SPSS concluded that, pursuant to paragraph 42 of SFAS
         144, SPSS should not report the Sigma-Series Transaction as a
         discontinued operation because it did not meet the requisite
         discontinued operations criteria. SPSS drew this conclusion after
         considering that it maintained significant continuing involvement with
         the Sigma-Series Product Line subsequent to the disposition, most
         notably because of SPSS' legal liability to continue to provide
         customer maintenance (if Systat fails to do so) unless and until Systat
         exercises the Purchase Option.

         In view of its continuing involvement, SPSS presented the resulting
         gain on this transaction as "Gain on Divestiture of Sigma-Series
         Product Line" and included the gain as an element in other income.

         As described in more detail below, SPSS provided detailed disclosures
         related to the effect of the Sigma-Series Product Line on revenue,
         other income and cash flow in Management's Discussion and Analysis
         included in the 2004 Form 10-K.

                                    SPSS ANALYSIS

         FACTS UNDERLYING THE DISPOSITION OF THE SIGMA-SERIES PRODUCT LINE

         The business surrounding the Sigma-Series Product Line was conducted
         through two SPSS operating offices - one office in California and the
         other in Germany. These two operating offices developed, licensed and
         supported the Sigma-Series Product Line and served as the

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Securities and Exchange Commission
Page 4

         operating base for 31 employees. All research and development and US
         marketing and technical support with regard to Sigma-Series Product
         Line were performed in these two offices.

         In connection with the Agreement, SPSS granted Systat both the right to
         distribute the Sigma-Series Product Line and a license to use the
         software source code, documentation and technical information
         associated with such source code for a 3-year period. The Sigma-Series
         Product Line consisted of the then-current version of the following
         products: (i) SPSS SigmaPlot for Windows, (ii) SigmaStat for Windows,
         (iii) SigmaScan for Windows, (iv) Ligand Binding Module for SigmaPlot
         and (v) Enzyme Kinectics Module for SigmaPlot. In addition, Systat
         obtained the right to receive source code for any pending releases,
         supporting documentation, and related technical information.

         In addition to providing Systat a license for the Sigma-Series Product
         Line, including technical information and documentation, the Agreement
         provided for the sale to Systat of all assets related to the business
         surrounding the Sigma-Series Product Line. Pursuant to the Agreement,
         SPSS sold the following assets to Systat: (i) furniture in the SPSS
         Germany office that was owned by SPSS, (ii) computer and telephone
         equipment in the California facility and Germany office, (iii) SPSS'
         rights and obligations with respect to certain employees located in
         Germany and California and (iv) SPSS' rights and obligations under the
         lease to the office space located in Germany. SPSS also transferred to
         Systat all rights and obligations with respect to customers and
         personnel and all fixed assets related to the Sigma-Series Product
         Line. Accordingly, pursuant to the Agreement, Systat assumed all
         responsibilities for the marketing and sales of the Sigma-Series
         Product Line as well as their ongoing development and technical
         support.

         Finally, the Agreement provided Systat with an option to purchase the
         licensed Sigma-Series Product Line and all other rights and
         intellectual property rights (patents, trademarks, etc.) associated
         with the licensed Sigma-Series Product Line (defined above as the
         "Purchase Option"). The Purchase Option may be exercised for
         consideration of $1 million to be paid on December 1, 2006 (after the
         completion of the 3 year license term). Considering the
         disproportionate relationship between the Purchase Option and the
         remaining payments, SPSS expected and continues to fully expect Systat
         to exercise the Purchase Option.

         The Agreement calls for payments of $13 million to SPSS as follows:

                  December 29, 2003          $9 million
                  February 3, 2004            2 million
                  December 1, 2004            1 million
                  December 1, 2005            1 million

         Through December 31, 2004, Systat has paid SPSS $12 million according
         to schedule. SPSS believes that this payment schedule is consistent
         with its accounting treatment of product line divestiture as a
         significant cash payment of $9 million was received at the initial
         consummation of the business divestiture.

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Securities and Exchange Commission
Page 5

         The revenue from the license of the Sigma-Series Product Line and
         expenses related to the two SPSS operating offices were identifiable
         and separate.

         The Company considered the following factors in concluding that it
         would maintain significant continuing involvement with the Sigma-Series
         Product Line subsequent to the disposition:

         o        SPSS remains the licensee of certain third party products
                  embedded in the Sigma-Series Product Line and maintains legal
                  liability with regard thereto. Schedule 2.6 of the Agreement
                  reflects this list of embedded third party products and is
                  copied below. If Systat were to misuse or perform some other
                  illegal act with regard to these third party products, SPSS
                  would be liable for Systat's actions. SPSS maintained its
                  license of these third party products (and, therefore,
                  maintained the associated liabilities) because these third
                  party products are inextricably linked to SPSS' ability to
                  operate the business associated with the Sigma-Series Product
                  Line if either Systat does not exercise the Purchase Option or
                  SPSS has to terminate the Agreement due to nonperformance.

                     Schedule 2.6  Third Party Products

<Table>
<Caption>
                     Transferable Commercial:

                     <S>                                      <C>                                   <C>
                     ---------------------------------------  ------------------------------------  --------------------------
                     Software                                 Owner                                 Permission Needed To
                                                                                                    Transfer
                     ---------------------------------------  ------------------------------------  --------------------------
                     Ultimate Grid                            Dundas                                Yes
                     ---------------------------------------  ------------------------------------  --------------------------
                     TE Developer's  Kit for Win32 with DLL   Subsystems                            No
                     Source
                     ---------------------------------------  ------------------------------------  --------------------------
                     WPDFControl                              wpcubed GmbH                          No
                     ---------------------------------------  ------------------------------------  --------------------------
                     Sax Basic                                Sax                                   No
                     ---------------------------------------  ------------------------------------  --------------------------
                     Open Exchange                            Circle Systems, Inc.                  No
                     ---------------------------------------  ------------------------------------  --------------------------
                     HTML add-on for TE                       Subsystems