SPSS Inc – ‘S-4/A’ on 11/7/96

As of:  Thursday, 11/7/96   ·   Accession #:  950124-96-4753   ·   File #:  333-15427

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No.1 to Form S-4                           234   1.05M 
 2: EX-5.1      Opinion of Ross & Hardies                              2±     8K 
 3: EX-8.1      Opinion of Cooley Goodward LLP                         1      7K 
 4: EX-21.1     Subsidiaries of the Company                            1      5K 
 5: EX-99.1     Form of Proxy                                          2±     8K 

S-4/A   —   Amendment No.1 to Form S-4
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON November 7, 1996. 

                                                  REGISTRATION NO. 333-15427

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 1 to

FORM S-4
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933

SPSS INC. 
(Exact name of registrant as specified in its charter)

                                                        [Enlarge/Download Table]
                                                                                     
     DELAWARE                              7372                    36-2815480        
(State or other jurisdiction of  (Primary Standard Industrial  (I.R.S. Employer      
incorporation or organization)   Classification Code Number)   Identification Number)


444 NORTH MICHIGAN AVENUE, CHICAGO, ILLINOIS 60611
(312) 329-2400
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

EDWARD HAMBURG
SENIOR VICE PRESIDENT, CORPORATE OPERATIONS, CHIEF FINANCIAL OFFICER, AND 
SECRETARY 
SPSS INC. 
444 NORTH MICHIGAN AVENUE 
CHICAGO, ILLINOIS 60611 
(312) 329-2400
(Name, address, including zip code, and telephone number, including area code,
of agent for service) 

Copies To:

T. Stephen Dyer, Esq.                             James Roberts, Esq. 
      Ross & Hardies                            Johnston, Horton and Roberts
  150 North Michigan Avenue                   1901 Harrison Street, Suite 1500
Chicago, Illinois 60601                           Oakland, CA 94612   
(312) 558-1000                                   (510) 452-2133 

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
UPON CONSUMMATION OF THE MERGER DESCRIBED HEREIN. 

If the securities being registered on this form are being offered in  
connection with the formation of a holding company and there is compliance with 
General Instruction G, please check the following box.  [ ]                     

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

                                               Proposed Maximum  Proposed Maximum                      
        Title of Each of        Amount to be    Offering Price       Aggregate          Amount of      
   Securities to be Registered  registered(1)    Per Share(2)    Offering Price(2)  Registration Fee(3)
                                                                                                       
Common Stock, $.01 par value     357,000              $0.33             $117,810           $ 100       

(1)  This Registration Statement relates to securities of the Registrant        
  issuable to shareholders of Jandel Corporation, a California corporation
("Jandel"), in the proposed acquisition of Jandel by Registrant.      

(2)  There is no established trading market for the shares of Jandel which      
are to be converted into shares of Common Stock of the Registrant     
pursuant to the Merger described herein.  In accordance with Rule     
457(f)(2) under the Securities Act of 1933, as amended, given that    
Jandel has an accumulated capital deficit, the Proposed Maximum       
   Aggregate Offering Price has been calculated on the basis of one-third of
the par value of the Jandel shares.  One-third of such par value was  
  $0.33 (based on an assumed par value of $1.00 pursuant to Section 205 of
the California General Corporation Law) on October 30, 1996, the most 
recent practicable date for determination.                            

(3)  Represents the minimum filing fee.                                         

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JANDEL CORPORATION
2591 KERNER BOULEVARD 
SAN RAFAEL, CALIFORNIA  94901 

Dear Shareholder:                                                               

A Special Meeting of Shareholders (the "Special Meeting") of Jandel   
Corporation ("Jandel") will be held at 2591 Kerner Boulevard, San Rafael,       
California 94901 on Tuesday, November 19, 1996 at 10:00 a.m.                    

 At the Special Meeting, you will be asked to consider and vote upon the
adoption of an Agreement and Plan of Merger dated October 30, 1996 (the "Merger 
Agreement"), by and among Jandel, SPSS Inc., a Delaware corporation ("SPSS") and
SPSS Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of 
SPSS ("Acquisition Subsidiary"), providing for the merger of Acquisition        
Subsidiary with and into Jandel (the "Merger"), as described in the accompanying
Notice of Special Meeting of Stockholders and Proxy Statement/Prospectus.       

Pursuant to the Merger Agreement, upon consummation of the Merger, all
outstanding shares of capital stock of Jandel (with the exception of any shares 
held by dissenting shareholders) will be converted into shares of Common Stock  
of SPSS, on the terms and in the manner set forth in the Merger Agreement.  Of  
the shares issuable to each Jandel shareholder in the Merger, 10% will be held  
in escrow for a period not to exceed one year following the Merger as security  
for indemnity obligations to SPSS under the Merger Agreement.                   

Jandel's Board of Directors has approved the Merger and the           
Merger Agreement and has determined that they are fair to, and in the best      
interests of, Jandel and its shareholders.  After careful consideration, the    
Board of Directors recommends a vote FOR the Merger and the Merger Agreement.   

     In the material accompanying this letter, you will find a Notice of Special
Meeting of Shareholders, a Proxy Statement/Prospectus relating to the actions to
be taken at the Special Meeting and a proxy card. The Proxy Statement/Prospectus
provides more detailed information regarding the proposed Merger and related    
matters, includes information about Jandel, SPSS and Acquisition Subsidiary and 
discusses the Board of Directors' reasons for recommending the Merger.          

ALL SHAREHOLDERS ARE INVITED TO ATTEND THE SPECIAL MEETING IN PERSON. 
HOWEVER, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.  IF YOU ATTEND THE   
SPECIAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN THOUGH YOU HAVE       
PREVIOUSLY RETURNED YOUR PROXY.   IT IS IMPORTANT THAT YOUR SHARES BE           
REPRESENTED AND VOTED AT THE SPECIAL MEETING.                                   

November 9, 1996                                                                

                Sincerely,

                           /s/ John H. K. Osborn

                                         -----------------------------------
               President

If you have any questions or need any help in voting your shares, please        
telephone Ross Garofalo, Chief Financial Officer of Jandel, at (415) 453-6700.  

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JANDEL CORPORATION
2591 KERNER BOULEVARD 
SAN RAFAEL, CALIFORNIA  94901 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 

To Be Held on November 19, 1996 

TO THE SHAREHOLDERS OF JANDEL:                                                  

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders (the
"Special Meeting") of Jandel Corporation, a California corporation ("Jandel"),  
will be held on November 19, 1996, at 10:00 o'clock a.m. at 2591 Kerner         
Boulevard, San Rafael, California  94901.                                       

 A Proxy Card and Proxy Statement/Prospectus for the Special Meeting are
enclosed.                                                                       

   The Special Meeting is for the purpose of considering and acting upon the
adoption of an Agreement and Plan of Merger, dated October 30, 1996 (the "Merger
Agreement"), by and among Jandel, SPSS Inc., a Delaware corporation ("SPSS") and
SPSS Acquisition Inc., a Delaware corporation ("Acquisition Subsidiary"), and   
the approval of the merger of Acquisition Subsidiary with and into Jandel (the  
"Merger").  As a result of the Merger, all outstanding shares of Jandel Common  
Stock (with the exception of any shares held by dissenting shareholders) will be
converted into shares of SPSS Common Stock.                                     

     The Merger is more fully described in, and the Merger Agreement is attached
in its entirety to, the Proxy Statement/Prospectus accompanying this Notice.    

 Only the shareholders of record at the close of business on October 31,
1996 (the "Record Date") are entitled to notice of, and to vote at, the Special 
Meeting or at any postponement(s) or adjournment(s) thereof.                    

Approval of the Merger and the Merger Agreement will require the      
affirmative vote of the holders of a majority of the shares of Jandel Common    
Stock outstanding on the Record Date.  If the Merger is consummated,            
shareholders of Jandel who do not vote in favor of the Merger and the Merger    
Agreement and who otherwise comply with Sections 1300-1312 of the California    
General Corporation Law will be entitled to statutory dissenters' rights.       

IMPORTANT 

 WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.  IF YOU ATTEND THE   
SPECIAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN THOUGH YOU HAVE       
PREVIOUSLY RETURNED YOUR PROXY.  IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED
AND VOTED AT THE SPECIAL MEETING.                                               

November 9, 1996                                                                

By Order of the Board of Directors.                                             

/s/ Ross J. Garafalo                                                            

------------------------------------------                                      
Chief Financial Officer                                                 

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PROXY STATEMENT/PROSPECTUS

FOR A SPECIAL MEETING OF SHAREHOLDERS 

TO BE HELD NOVEMBER 19, 1996

TABLE OF CONTENTS 

                                                        [Enlarge/Download Table]
                                                                                                                     
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3 

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5 
         Parties to the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5 
                 Description of SPSS and SPSS Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5 
                 Description of Jandel  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5 
         Special Meeting of Jandel Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5 
         The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6 

COMPARATIVE PER SHARE DATA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9 

MARKET PRICE AND DIVIDEND DATA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 

SPSS INC. SELECTED SUPPLEMENTAL, HISTORICAL, AND PRO FORMA FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . 11 

SPSS INC. SELECTED SUPPLEMENTAL FINANCIAL DATA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 

SPSS INC. SELECTED HISTORICAL FINANCIAL DATA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 

JANDEL CORPORATION SELECTED HISTORICAL FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 

UNAUDITED SELECTED PRO FORMA COMBINED FINANCIAL DATA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 

RISK FACTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 
         Fluctuations in Quarterly Operating Results  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 
         Dependence on a Single Product Category; Declining Sales of Certain Products . . . . . . . . . . . . . . 16 
         Rapid Technological Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 
         International Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 
         Potential Volatility of Stock Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 
         Reliance on Relationships with Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 
         Changes in Public Expenditures and Overall Economic Activity Levels  . . . . . . . . . . . . . . . . . . 18 
         Competition  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 
         Dependence on Key Personnel  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 
         Intellectual Property; Proprietary Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 
         Control by Existing Stockholders; Anti-takeover Effects  . . . . . . . . . . . . . . . . . . . . . . . . 19 
         Shares Eligible for Future Sale  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 
         Accumulated Deficit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 
         Integration of Operations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 

VOTING AND PROXIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 
         Record Date and Outstanding Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 
         Voting and Revocability of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 
         Shareholder Vote Required  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 
         Solicitation of Proxies; Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 

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                                                        [Enlarge/Download Table]
                                                                                                                           
TERMS AND CONDITIONS OF THE PROPOSED MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 
         Background and Reasons for the Merger  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 
                 SPSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 
                 Jandel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 
         Material Contacts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 
         Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 
         Conversion of Shares of Jandel Common Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 
         Exchange Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 
         No Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 
         Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 
         Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 
         Stock Exchange Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 
         Rights of Dissenting Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 
         Conduct Pending Merger; Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 
         Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 
         Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 
         Amendment; Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 
         Effect on Jandel Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 
         Interests of Certain Persons in the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 
         Effects of Merger  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 
         Certain Federal Income Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 
         Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 

RESALE OF SPSS COMMON STOCK ISSUED IN THE MERGER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 

SPSS INC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 
         Description of Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 
         Recent Developments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 
         Industry Background  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 
         Markets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 
                 Market and Sales Analysis  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 
                 Government . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 
                 Scientific Research and Education  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 
                 Manufacturing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 
         Statistical Software Products  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 
         Clear Software Products  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 
         Publications and Student Software  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 
         Training and Consulting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 
         Sales and Marketing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 
         Customer Service and Technical Support . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 
         Product Development  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 
         Manufacturing and Order Fulfillment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 
         Competition  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 
         Intellectual Property  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 
         Reliance on Third Parties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 
         IBM Software Distribution Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 
         Prentice Hall Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 
         Computer Software Development Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 
         Seasonality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 
         Employees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 
         Financial Information About Foreign and Domestic Operations and Export Sales . . . . . . . . . . . . . . . . . 45 
         Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 
         Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 
         Principal Shareholders of SPSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 
         Management of SPSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 
         Employment Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 


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         Management Services Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

MANAGEMENT'S DISCUSSION AND ANALYSIS OF SPSS' FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . 49

JANDEL CORPORATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
         Description of Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
         Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
         Customers and Marketing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
         Competition  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
         Research and Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
         Intellectual Property and Proprietary Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
         Employees and Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
         Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
         Principal Shareholders of Jandel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
         Management of Jandel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

MANAGEMENT'S DISCUSSION AND ANALYSIS OF JANDEL'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS  . . . . . . . . . . . . . . 60

DESCRIPTION OF CAPITAL STOCK  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
         SPSS Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
         Jandel Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

COMPARISON OF RIGHTS OF SHAREHOLDERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
         Voting Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
         Removal of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
         Cumulative Voting for Directors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
         Filling Board Vacancies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
         Shareholder Power to Call Special Shareholders' Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
         Actions by Written Consent of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
         Anti-Takeover Statute  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
         Loans to Officers, Directors and Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
         Class Vote for Certain Reorganizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
         Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
         Inspection of Shareholder Lists  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
         Dividends  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
         Differences Regarding Amendment of Charters or Bylaws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
         Number of Directors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
         Classified Board of Directors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
         Indemnification and Personal Liability of Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . 67

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70


LIST OF ANNEXES 

Annex A   Agreement and Plan of Merger                                          

Annex B   Escrow Agreement                                                      

Annex C   California General Corporation Law - Rights of Dissenting Shareholders

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JANDEL CORPORATION                         SPSS INC.    
            2591 KERNER BOULEVARD                      444 NORTH MICHIGAN AVENUE
    SAN RAFAEL, CA 94901                       CHICAGO, IL 60611
 (415) 453-6700                             (312) 329-2400

PROXY STATEMENT/PROSPECTUS

This Proxy Statement of Jandel Corporation, a California corporation  
("Jandel"), and Prospectus of SPSS Inc., a Delaware corporation ("SPSS" or the  
"Company") (the "Proxy Statement/Prospectus"), is being furnished to the        
shareholders of Jandel in connection with the solicitation of proxies by the    
Board of Directors of Jandel for use at a special meeting of shareholders to be 
held on November 19, 1996 (the "Special Meeting") and any adjournment or        
postponements of the Special Meeting.  This Proxy Statement/Prospectus also     
constitutes a prospectus of SPSS in respect of approximately 357,000 shares of  
the common stock of SPSS to be issued in connection with the proposed Merger.   

  At the Special Meeting, holders of shares of Jandel common stock, no par
value per share ("Jandel Common Stock"), will be asked to adopt an Agreement and
Plan of Merger, dated as of October 30, 1996, by and among Jandel, SPSS and     
SPSS Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of  
SPSS ("Acquisition Subsidiary") (the"Merger Agreement"). Pursuant to the Merger 
Agreement, Acquisition Subsidiary will merge with and into Jandel (the          
"Merger"), with Jandel as the surviving corporation (the "Surviving             
Corporation").  At the time the Merger becomes effective, the Jandel            
shareholders will receive, in the aggregate, shares of SPSS Common Stock, $.01  
par value per share ("SPSS Common Stock"), having a total value of $9,000,000   
(or such lower figure as is obtained by subtracting the amount to be            
paid to any shareholders exercising statutory dissenters' rights and any amount 
to be paid for expenses incurred by Jandel in connection with the Merger), less 
the expenses of Jandel in respect of the transaction (the "Total Value"), in    
exchange for all of the shares of Jandel Common Stock issued and outstanding on 
the effective date of the Merger (the "Effective Date").  The total number of   
shares of SPSS Common Stock to be issued in the Merger shall be determined by   
dividing the Total Value by the average closing market price of the SPSS Common 
Stock, as reported on the Nasdaq National Market, for the trading days between  
June 3, 1996 until the earlier of (a) November 25, 1996 or (b) three (3)        
trading days immediately prior to the Special Meeting.  Of the shares of SPSS   
Common Stock issuable to each Jandel shareholder in the Merger, 10% will be     
held in escrow for a period not to exceed one (1) year following the Merger as  
security for indemnity obligations to SPSS under the Merger Agreement.          

   Under the rules and regulations of the Securities and Exchange Commission
(the "Commission"), the solicitation of Jandel's shareholders to approve the    
Merger constitutes an offering of SPSS Common Stock to be issued in connection  
with the Merger.  Accordingly, SPSS has filed with the Commission a Registration
Statement on Form S-4 under the Securities Act of 1933, as amended (the         
"Securities Act"), with respect to such offering, and this Proxy                
Statement/Prospectus does not contain all of the information set forth in such  
Registration Statement, certain parts of which are omitted in accordance with   
the rules and regulations of the Commission.                                    

    "Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995:  With the exception of historical information, the matters discussed in
this Prospectus are forward-looking statements that involve risks and           
uncertainties including, but not limited to, market conditions, competition and 
other risks indicated in the Registration Statement of which this Prospectus    
forms a part, and the Company's other filings with the Commission.              

This Proxy Statement/Prospectus and the accompanying form of proxy are
first being mailed to the shareholders of Jandel on or about November 9, 1996.  

THE ABOVE MATTERS ARE DISCUSSED IN DETAIL IN THIS PROXY               
STATEMENT/PROSPECTUS.  THE PROPOSED MERGER IS A COMPLEX TRANSACTION.            
SHAREHOLDERS ARE STRONGLY URGED TO READ AND CONSIDER CAREFULLY THIS PROXY       
STATEMENT/PROSPECTUS IN ITS ENTIRETY, PARTICULARLY THE MATTERS REFERRED TO UNDER
"RISK FACTORS."                                                                 

 NEITHER THIS TRANSACTION NOR THE SECURITIES OF SPSS TO BE ISSUED IN THE
MERGER HAVE BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE         
SECURITIES COMMISSION, NOR HAS THE COMMISSION OR ANY                            

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STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY  
STATEMENT/PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL         
OFFENSE.                                                                        

The date of this Proxy Statement/Prospectus is November 7, 1996.

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AVAILABLE INFORMATION 

   THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH.  SEE "INCORPORATION OF CERTAIN  
DOCUMENTS BY REFERENCE."  THESE DOCUMENTS (EXCLUDING EXHIBITS UNLESS            
SPECIFICALLY INCORPORATED THEREIN) ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN OR 
ORAL REQUEST TO EDWARD HAMBURG, SENIOR VICE PRESIDENT, CORPORATE OPERATIONS,    
CHIEF FINANCIAL OFFICER AND SECRETARY, SPSS INC., 444 NORTH MICHIGAN AVENUE,    
CHICAGO, ILLINOIS  60611 (TELEPHONE NUMBER:  (312) 329-2400), WITH RESPECT TO   
DOCUMENTS CONCERNING SPSS.  IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS,
ANY REQUEST SHOULD BE MADE BY NOVEMBER 14, 1996.                                

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY  
REPRESENTATION IN CONNECTION WITH THIS TRANSACTION OTHER THAN THOSE CONTAINED IN
THIS PROXY STATEMENT/PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR     
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY SPSS OR     
JANDEL.  THIS PROXY STATEMENT/PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL  
OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION IN WHICH
IT WOULD BE UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION OR TO ANY PERSON TO  
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER.  NEITHER THE DELIVERY OF THIS PROXY     
STATEMENT/PROSPECTUS AT ANY TIME, NOR ANY OFFER OR SOLICITATION MADE HEREUNDER, 
SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THE INFORMATION SET FORTH HEREIN OR    
INCORPORATED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.           

    SPSS is subject to the information requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith,      
files reports, proxy statements and other information with the Commission.      
Reports, proxy statements and other information filed by SPSS can be inspected  
and copied at Room 1024 of the Offices of the Commission at 450 Fifth Street,   
N.W., Washington, D.C.  20549, and at the Commission's Regional Offices in New  
York (7 World Trade Center, 13th Floor, New York, New York  10048) and Chicago  
(Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,      
Illinois  60661-2511), and copies of such material can be obtained from the     
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, 
D.C.  20549, at prescribed rates.  The Commission maintains a Website that      
contains reports, proxy and information statements and other information        
regarding registrants that file electronically with the Commission.  The        
address of the site is http://www.sec.gov.                                      

  SPSS Common Stock is traded in the over-the-counter market and quoted on
the Nasdaq National Market under the symbol "SPSS."  Documents filed by SPSS    
with the Commission can also be inspected at the offices of the National        
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.  
20006.                                                                          

   All information contained in this Proxy Statement/Prospectus with respect
to Jandel was supplied by Jandel and all information contained or incorporated  
in this Proxy Statement/Prospectus with respect to SPSS was supplied by SPSS.   
Although neither Jandel nor SPSS has any knowledge that would indicate that any 
statements or information relating to the other party contained herein is       
inaccurate or incomplete, neither Jandel nor SPSS can warrant the accuracy or   
completeness of such statements or information as they relate to the other      
party.                                                                          

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

The Company hereby incorporates by reference the following documents  
previously filed with the Commission:                                           

(a)   The Company's Annual Report on Form 10-K, filed March 27, 1996  
for the fiscal year ended December 31, 1995;                                    

(b)   The Company's Quarterly Report on Form 10-Q, filed May 15,      
1996 for the fiscal quarter ended March 31, 1996;                               

(c)   The Company's Quarterly Report on Form 10-Q, filed August 14,   
1996 for the fiscal quarter ended June 30, 1996;                                

(d)   The description of the SPSS Common Stock contained in the       
Company's Registration Statement on Form 8-A filed with Commission on August 4, 
1993, pursuant to Section 12 of the Exchange Act;                               

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     (e)     The Company's Proxy Statement, filed with the Commission on May 16,
1996, for its annual meeting of stockholders held on June 19, 1996, except for  
the report of the Compensation Committee contained therein; and                 

   (f)     The Company's Current Report on Form 8-K, and amendments thereto,
filed with the Commission on September 26, 1996 (acquisition of Clear Software, 
Inc.).                                                                          

   All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this   
Proxy Statement/Prospectus and prior to the date of the Jandel Special Meeting  
shall be deemed to be incorporated by reference in this Proxy                   
Statement/Prospectus and to be a part hereof from the date of filing of such    
documents.  Any statement contained herein or in a document incorporated or     
deemed to be incorporated by reference herein shall be deemed to be modified or 
superseded for purposes of this Proxy Statement/Prospectus to the extent that a 
statement contained herein, or in any subsequently filed document which also is 
or is deemed to be incorporated by reference herein, modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,   
except as so modified or superseded, to constitute a part of this Proxy         
Statement/Prospectus.                                                           

TRADEMARKS

    This Proxy Statement/Prospectus contains trademarks of SPSS and Jandel and
may contain certain other trademarks.                                           

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS 

  The following is a summary of certain information contained elsewhere in
this Proxy Statement/Prospectus and the documents incorporated herein by        
reference.  This is not intended to be a summary of all information relating to 
the Merger and is qualified in its entirety by reference to the more detailed   
information contained elsewhere in this Proxy Statement/Prospectus, including   
the Annexes hereto which are incorporated by reference herein.                  

PARTIES TO THE TRANSACTION                                                      

DESCRIPTION OF SPSS AND SPSS ACQUISITION                                        

  SPSS:  SPSS develops, markets and supports statistical software products
and services that enable the effective use of marketplace and enterprise data in
decision-making.  The primary users of the Company's software are managers and  
data analysts in corporate settings, government agencies and academic           
institutions.  In addition to its widespread use in survey analysis, SPSS       
software is also used in other types of market research, as well as quality     
improvement analyses, scientific and engineering applications and data          
reporting.  The current generation of SPSS desktop products features a          
point-and-click graphical user interface, sophisticated statistical procedures, 
data access and management capabilities, report writing and integrated graphics.
The Company's products provide extensive analytical and decision-support        
capabilities not found in spreadsheets, database management systems or graphics 
packages.  SPSS' principal executive office are located at 444 North Michigan   
Avenue, Chicago, Illinois  60611.  Its telephone number is (312) 329-2400.      

     ACQUISITION SUBSIDIARY:  SPSS Acquisition Inc., a Delaware corporation, was
formed on October 11, 1996, for the purpose of effecting the acquisition of     
Jandel.  It is a wholly-owned subsidiary of SPSS, has no material assets and has
not engaged in any activities except in connection with the proposed acquisition
of Jandel.  Acquisition Subsidiary's principal executive offices are located at 
444 North Michigan Avenue, Chicago, Illinois 60611.  Its telephone number is    
(312) 329-2400.                                                                 

DESCRIPTION OF JANDEL                                                           

        Jandel develops, markets and supports microcomputer software for the
analysis and presentation of scientific data.  Jandel's products are designed   
specifically to meet the needs of research scientists and engineers. Jandel's   
products enable scientists and engineers to collect, analyze and present        
scientific data.  Among the tasks performed by Jandel's products are running    
statistical tests on research data, automatically taking measurements from      
photographs, maps and other visual images and analyzing and manipulating that   
data, determining the mathematical formula that most closely matches graphed    
data curves and creating publication-quality graphs and charts for scientific   
journal articles.                                                               

    Jandel believes it was one of the first companies to offer a PC program to
automate the process of preparing charts and graphs for publication with the    
introduction of SigmaPlot in 1985.  Since 1985, Jandel has developed a number of
other programs that complement SigmaPlot and address the data collection        
analysis and presentation needs of research scientists.                         

 All of Jandel's products run on IBM PC and PC compatible microcomputers
running MS DOS, Windows, Windows 95 or Windows NT, which are the predominant    
microcomputer operating systems now in use by scientists.  In addition, Jandel  
markets a version of SigmaPlot for use on the Apple Macintosh.  Jandel's        
principal executive offices are located at 2591 Kerner Boulevard, San Rafael,   
California  94901.  Its telephone number is (415) 453-6700.                     

SPECIAL MEETING OF JANDEL SHAREHOLDERS                                          

  TIME AND DATE:  10:00 a.m., Pacific Standard Time, on November 19, 1996.

PLACE: 2591 Kerner Boulevard, San Rafael, CA  94901.                  

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 PURPOSE:  To consider and vote upon a proposal to approve and adopt the
Merger Agreement and approve the Merger of Acquisition Subsidiary with and into 
Jandel.  Pursuant to the Merger Agreement, Jandel's shareholders will receive   
shares of SPSS Common Stock in exchange for shares of Jandel Common Stock.  A   
copy of the Merger Agreement is attached hereto as Annex A and is incorporated  
herein by reference.  See "VOTING AND PROXIES."                                 

RECORD DATE; SHARES ENTITLED TO VOTE:  Holders of record of shares of 
Jandel Common Stock outstanding at the close of business on October 31, 1996    
(the "Record Date") are entitled to notice of and to vote at the Special        
Meeting.  At that date, 351,034 shares of Jandel Common Stock were outstanding, 
each of which will be entitled to one vote on each matter to be acted upon or   
which may properly come before the Special Meeting.  See "VOTING AND PROXIES -  
Record Date and Outstanding Shares."                                            

    VOTES REQUIRED; QUORUM:  The adoption of the Merger Agreement and approval
of the Merger by the shareholders of Jandel will require the affirmative vote of
the holders of a majority of the shares of Jandel Common Stock outstanding on   
the Record Date.  The presence, in person or by properly executed proxy, of the 
holders of a majority of the outstanding shares of Jandel Common Stock entitled 
to vote at the Special Meeting is necessary to constitute a quorum at the       
Special Meeting.  See "VOTING AND PROXIES - Record Date and Outstanding Shares,"
"- Voting and Revocability of Proxies" and "- Shareholder Votes Required."      

     BENEFICIAL OWNERSHIP BY OFFICERS AND DIRECTORS:  As of the Record Date, the
executive officers and directors of Jandel and their affiliates owned 168,293   
shares, or approximately 45.8%, of the outstanding shares of Jandel             
Common Stock.  This figure includes shares issuable upon exercise of options    
to purchase shares of Jandel Common Stock which were exercisable on             
that date.  See "JANDEL CORPORATION - Principal Shareholders of Jandel."        

THE MERGER                                                                      

     MERGER:  Upon consummation of the Merger, Acquisition Subsidiary will merge
with and into Jandel, with Jandel as the Surviving Corporation, and Acquisition 
Subsidiary will cease to exist as a separate entity.  See "TERMS AND CONDITIONS 
OF THE PROPOSED MERGER - Effects of Merger."                                    

EFFECTIVE DATE; RIGHT TO TERMINATE:  The Merger will become effective 
at such time as an agreement of merger between Jandel and Acquisition           
Subsidiary is accepted for filing with the Secretary of State of the State of   
California and the Secretary of State of the State of Delaware.  Jandel and     
SPSS each will have the right to terminate the Merger Agreement if the other    
party does not satisfy the conditions set forth in the Merger Agreement on or   
before December 31, 1996. See "TERMS AND CONDITIONS OF THE PROPOSED MERGER -    
Effective Date" and "- Conditions Precedent."                                   

 SHARE PRICE:  At the Effective Date of the Merger, all of the shares of
Jandel Common Stock that are issued and outstanding immediately prior to the    
Effective Date (with the exception of any shares held by dissenting             
shareholders) will be converted by virtue of the Merger and without further     
action into that number of shares of SPSS Common Stock determined by dividing   
$9,000,000 (or such lower figure as is obtained by subtracting the amount to be 
paid to any dissenting shareholders) less the expenses of  Jandel in respect of 
the Merger, by the average closing market price of the SPSS Common Stock, as    
reported on the Nasdaq National Market, for the trading days between June 3,    
1996 until the earlier of (a) November 25, 1996 or (b) three (3) trading days   
immediately prior to the Special Meeting (the "Share Price"). See "TERMS AND    
CONDITIONS OF THE PROPOSED MERGER - Exchange Ratio."                            

PROCEDURE FOR EXCHANGE OF SHARES:  As soon as practicable after the   
Closing Date, Jandel will deliver to SPSS the certificates previously           
representing shares of Jandel Common Stock, representing the shares for         
cancellation, duly endorsed for transfer by the former Jandel shareholders.     
Certificates for shares of SPSS Common Stock will then be issued in the name of 
each former shareholder of Jandel.  See "TERMS AND CONDITIONS OF THE PROPOSED   
MERGER - Exchange of Certificates."                                             

  NO FRACTIONAL SHARES:  No fractional shares will be issued in connection
with the Merger.  Jandel shareholders will receive cash in lieu of any          
fractional shares which they would otherwise be entitled to receive based on the
Share Price.  See "TERMS AND CONDITIONS OF THE PROPOSED MERGER - No Fractional  
Shares."                                                                        

  ACCOUNTING:  It is intended that the Merger will be accounted for by the
pooling of interests method in accordance with generally accepted accounting    
principles.  See "TERMS AND CONDITIONS OF THE PROPOSED MERGER - Accounting      
Treatment."                                                                     

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EFFECT OF THE MERGER ON JANDEL STOCK OPTIONS:  On the Effective Date, 
holders of options for Jandel Common Stock who have exercised their options     
contingent on the consummation of the Merger shall be deemed to have received   
shares of Jandel Common Stock and will be treated as Jandel shareholders.       
Option holders who do not exercise their options prior to the Effective Date    
will not receive shares of SPSS Common Stock in the Merger nor will they receive
options for SPSS Common Stock in the Merger.  Certain options will terminate if 
not exercised hereunder.  Any unexercised options which remain in effect after  
the Merger will only entitle  the holder to obtain Jandel shares after Jandel   
has become a subsidiary of SPSS. See "TERMS AND CONDITIONS OF THE PROPOSED      
MERGER -  Exchange Ratio."                                                      

  INTERESTS OF CERTAIN PERSONS IN THE MERGER:  Each employee of Jandel who
becomes an employee of SPSS or its subsidiaries subsequent to the Merger will be
entitled to participate in all employee benefit plans sponsored by SPSS or its  
subsidiaries on the same terms and to the same extent as similarly situated     
employees of SPSS.  SPSS shall provide reasonable severance packages for Jandel 
employees who are not retained subsequent to the Merger.  See "TERMS AND        
CONDITIONS OF THE PROPOSED MERGER - Effect on Jandel Employees" and "- Interests
of Certain Persons in the Merger."                                              

ESCROW:  Pursuant to the terms of the Merger Agreement, the Jandel    
shareholders will pledge 10% of the shares of SPSS Common Stock received by them
to satisfy certain claims for indemnification pursuant to the Merger Agreement. 
Subject to the resolution of any unsatisfied claims the escrow will terminate   
upon the first to occur of the first anniversary of the Effective Date or the   
date of release of results of the first post-acquisition financial              
statement audit of the combined company.  See "TERMS AND CONDITIONS OF THE      
PROPOSED MERGER - Escrow."                                                      

     RECOMMENDATION OF THE BOARD OF DIRECTORS OF JANDEL:  The Board of Directors
of Jandel believes that the Merger is in the best interests of Jandel and its   
shareholders and has approved the Merger and the Merger Agreement. The Board of 
Directors of Jandel recommends adoption of the Merger Agreement and approval of 
the Merger to its shareholders.  This recommendation is based on a number of    
factors discussed in this Proxy Statement/Prospectus. See "TERMS AND CONDITIONS 
OF THE PROPOSED MERGER - Background and Reasons for the Merger - Jandel."       

     SECURITIES INVOLVED:  For a comparative analysis of Jandel Common Stock and
SPSS Common Stock, see "DESCRIPTION OF CAPITAL STOCK" and "COMPARISON OF RIGHTS 
OF SHAREHOLDERS."                                                               

  MANAGEMENT OF JANDEL AFTER THE MERGER; EFFECTS OF THE MERGER:  Jandel as
the Surviving Corporation will become a wholly-owned subsidiary of SPSS upon    
consummation of the Merger.  The directors of Acquisition Subsidiary immediately
prior to the Effective Date will be the initial directors of the Surviving      
Corporation, and the officers of Acquisition Subsidiary immediately prior to the
Effective Date will be the initial officers of the Surviving Corporation.  See  
"TERMS AND CONDITIONS OF THE PROPOSED MERGER - Interests of Certain Persons in  
the Merger;" and "- Effects of Merger."                                         

     RESALES OF SPSS COMMON STOCK:  The shares of SPSS Common Stock to be issued
to shareholders of Jandel in connection with the Merger have been registered    
under the Securities Act.  All shares of SPSS Common Stock received by holders  
of Jandel Common Stock upon consummation of the Merger will be freely           
transferable by those shareholders of Jandel not deemed to be "affiliates" of   
Jandel or SPSS.  Shares of SPSS Common Stock held by those Jandel shareholders  
who are deemed to be "affiliates" will be subject to restrictions on            
transferability.  See "RESALE OF SPSS COMMON STOCK ISSUED IN THE MERGER."       

  CERTAIN FEDERAL INCOME TAX CONSEQUENCES:  The Merger is expected to be a
tax-free reorganization for federal income tax purposes, so that no gain or loss
will be recognized by the Jandel shareholders on the exchange of Jandel Common  
Stock for SPSS Common Stock, except to the extent that Jandel shareholders      
receive cash in lieu of fractional shares or upon exercise of dissenters'       
rights.  The Merger Agreement does not require the parties to obtain a ruling   
from the Internal Revenue Service as to the tax consequences of the Merger.  As 
a condition to Jandel's obligation to consummate the Merger, Jandel is to       
receive an opinion at the Closing Date from its special legal counsel that the  
Merger will be treated as a tax-free reorganization for federal income tax      
purposes.  Jandel shareholders are urged to consult their own tax advisors      
regarding such tax consequences.  See "TERMS AND CONDITIONS OF THE PROPOSED     
MERGER -- Certain Federal Income Tax Matters."                                  

   DISSENTERS' RIGHTS:  Holders of Common Stock of Jandel who do not vote in
favor of the Merger may under certain circumstances, and by following procedures
prescribed by the California General Corporation Law ("CGCL"), exercise         
dissenters' rights and receive cash for their shares of Jandel Common Stock     
instead of shares of SPSS Common Stock.                                         

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The failure of a dissenting shareholder of Jandel to follow the appropriate     
procedures may result in the termination or waiver of such rights.  See "TERMS  
AND CONDITIONS OF THE PROPOSED MERGER -Rights of Dissenting Shareholders."      

REGULATORY MATTERS:  SPSS and Jandel are aware of no governmental or  
regulatory approvals required for consummation of the Merger other than         
compliance with the federal securities laws and applicable securities laws of   
the various states.                                                             

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COMPARATIVE PER SHARE DATA

The following table sets forth certain supplemental and historical per
share data of SPSS and Jandel and combined per share data on an unaudited pro   
forma basis, based on the assumption that the Merger was accounted for by the   
pooling of interests method of accounting.  The combined pro forma per share    
data is derived from the financial information in the Unaudited Pro Forma       
Financial Statements.  The number of shares used for calculating Jandel         
equivalent per share amounts is based on the exchange ratio of .8751 for Jandel 
Common Stock, which is based upon the number of shares of Jandel Common         
Stock issued and outstanding and options outstanding as of June 30, 1996, as    
though the Special Meeting date was October 30, 1996  and the price was         
calculated as set forth in the Merger Agreement.  The pro forma data is not     
necessarily indicative of amounts which would have been achieved had the Merger 
been consummated at the beginning of the periods presented and should not be    
construed as representative of future operations.  This data should be read in  
conjunction with the Selected Historical Financial Data, the Selected           
Supplemental Financial Data, the Selected Pro Forma Combined Financial Data,    
the Pro Forma Condensed Consolidated Combining Financial Statements and the     
respective supplemental and historical financial statements of SPSS and Jandel  
included elsewhere herein.                                                      

                                                                [Download Table]

                                                                  Equivalent  
                                                                    Jandel    
                                SPSS         Jandel    Pro Forma  Pro Forma   
                             Supplemental  Historical   Combined   Combined(3)
                                                                              
Net Income (Loss) Per Share                                                   
From Continuing Operations                                                    

For the Year Ended            $ .65        $  1.35      $  .70    $  .61      
December 31, 1993                                                             

For the Year Ended              .54            .98         .56       .49      
December 31, 1994                                                             

For the Year Ended              .56          (1.47)        .48       .42      
December 31, 1995                                                             

For the Six Months Ended        .49           (.87)        .44       .39      
June 30, 1996                                                                 

Book Value Per Share: (2)                                                     
December 31, 1995              2.42           2.31        2.43      2.13      
June 30, 1996                  2.96           1.50        2.91      2.55      

Market Value Per Share        27.75                                           
on October 7, 1996(1)                                                         

  (1)     October 7, 1996 was the last day of trading preceding the public
announcement of the Merger.                                                     

   (2)     Book value per share is computed by dividing stockholders' equity
by the number of shares of common stock outstanding at the respective dates.    

(3)     The equivalent Jandel pro forma combined per share amounts are
calculated by multiplying the pro forma combined per share amounts by the       
exchange ratio.                                                                 

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MARKET PRICE AND DIVIDEND DATA

  SPSS Common Stock is traded in the over-the-counter market and quoted on
the Nasdaq National Market.  Jandel Common Stock is privately held, and,        
therefore, does not have a market price.  In the past five years, SPSS has not  
declared or paid dividends on its common stock, and Jandel has never declared or
paid dividends on its common stock.  The following table sets forth (in per     
share amounts), for the quarterly periods indicated, the high and low closing   
sale prices of SPSS Common Stock.                                               

                                                                [Download Table]

                                      SPSS Common Stock    
                                      High          Low    
                                                           

Year Ending December 31, 1994:                             
  First Calendar Quarter             11              9-1/8 

  Second Calendar Quarter            10-1/2          8-3/8 

  Third Calendar Quarter             10-1/8          8-7/16

  Fourth Calendar Quarter            14-1/4          9-1/2 

Year Ending December 31, 1995:                             
  First Calendar Quarter             13-1/2          11-3/8

  Second Calendar Quarter            15-3/4          12-1/4

  Third Calendar Quarter             17-1/4          14-5/8

  Fourth Calendar Quarter            19-5/8          16-5/8

Year Ending December 31, 1996:                             

  First Calendar Quarter             18-7/8          14    

  Second Calendar Quarter            26-1/8          18-1/4

  Third Calendar Quarter             28-5/8          17-5/8

  SPSS Common Stock is traded in the over-the-counter market and quoted on
the Nasdaq National Market. On October 7, 1996, the date immediately preceding  
the public announcement of the transaction, the Company's high and low sale     
price were 28 1/4 per share and 27 3/4 per share, respectively.  On November 5, 
the most recent date practicable, the Company's high and low sale price were 30 
per share and 29 1/4 per share, respectively and the closing price was 30 per   
share. On October 15, 1996, the Company had 207 shareholders of record.  Jandel 
is a privately held company with 96 shareholders of record.  No established     
trading market exists for Jandel Common Stock.  See "DESCRIPTION OF CAPITAL     
STOCK."                                                                         

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SPSS INC.   

SELECTED SUPPLEMENTAL, HISTORICAL, AND PRO FORMA FINANCIAL DATA 

The following selected supplemental financial data of SPSS have been derived    
from the supplemental consolidated financial statements and should be read in   
conjunction with the supplemental consolidated financial statements and notes   
thereto included elsewhere herein.  The selected historical financial data of   
SPSS have been derived from the consolidated financial statements and should be 
read in conjunction with the consolidated financial statements and notes        
thereto included elsewhere herein.  The selected historical financial data of   
Jandel have been derived from the consolidated financial statements and should  
be read in conjunction with the consolidated financial statements and notes     
thereto included elsewhere herein.                                              

The SPSS and Jandel statement of operations data for the six months ended June  
30, 1995 and 1996, and the balance sheet data as of June 30, 1996 are unaudited 
but have been prepared on the same basis as the audited financial statements    
and, in the opinion of management of the respective companies, contain all      
adjustments, consisting only of normal recurring adjustments, necessary for the 
fair presentation of the respective companies' financial position and results   
of operations as of and for such periods.                                       

The unaudited pro forma combined financial data are qualified in their entirety 
by reference to, and should be read in conjunction with, the unaudited pro      
forma condensed consolidated combining financial statements and notes thereto   
that are included elsewhere in this Proxy Statement/Prospectus. The unaudited   
pro forma combined financial data give effect to the Merger applying the        
pooling-of-interests method of accounting.  The pro forma combined financial    
data is provided for illustrative purposes only and are not necessarily         
indicative of the results that would have occurred if the Merger had been in    
effect during the periods presented or which may be attained in the future.     

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SPSS INC.   
SELECTED SUPPLEMENTAL FINANCIAL DATA (1)  
(in thousands, except share and per share data)   

                                                        [Enlarge/Download Table]

                                                                                                         Six Months     
                                                     Year Ended December 31,                           Ended June 30,   
                                --------------------------------------------------------------     ---------------------
                                    1991         1992         1993         1994         1995         1995         1996  
                                ---------      -------      -------      -------      --------     --------     --------
                                                                                                         (unaudited)    
                                                                                                                        
STATEMENT OF OPERATIONS DATA:                                                                                           
   Net revenues                   $36,143      $39,557      $44,591      $54,498      $65,784      $31,228      $35,876 
   Operating income                 1,235          619 (2)    6,608        6,145 (3)    7,047 (4)    4,209        5,751 
   Net income (loss)               (1,492)      (3,488)(2)    3,210        3,596 (3)    4,382 (4)    2,944        3,940 

   Net income (loss) per share     ($0.37)      ($0.87)(2)    $0.65        $0.54 (3)    $0.56 (4)     0.39         0.49 

   Shares used in per share                                                                                             
     calculation                4,013,325    4,013,325    4,958,089    6,696,604    7,768,740    7,587,850    8,001,963 

                                                        [Enlarge/Download Table]

                                                              December 31,                                  June 30, 
                                         --------------------------------------------------------------    --------- 
                                            1991          1992         1993         1994          1995        1996   
                                         -----------    --------     ---------     --------      -------   --------- 
                                                                                                          (unaudited)
                                                                                                                     
BALANCE SHEET DATA:                                                                                                  
   Working capital                         ($11,647)    ($14,104)    ($10,083)     ($9,502)      $4,702      $8,319  
   Total assets                              19,654       15,573       21,855       31,794       41,843      43,098  
   Acquisition-related payables                  61           71          166          187          273         189  
   Total stockholders' equity (deficit)     (15,666)     (20,166)        (892)       4,122       17,692      21,756  

1)   The selected supplemental consolidated financial data gives retroactive    
effect to the acquisition of Clear Software, Inc. as of September 26, 
    1996, which has been accounted for as a pooling of interests for financial
    reporting purposes, and as a result, the financial position and results of
    operations are presented as if the combining company had been consolidated
for all periods presented.  The financial data as of and for the years
   ended December 31, 1991 and 1992, as well as the balance sheet data as of
December 31, 1993 are derived from unaudited supplemental consolidated
financial statements and include in the opinion of management, all    
    adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the data for the periods.  The selected supplemental   
  consolidated financial data should be read in conjunction with the other
   financial information included or incorporated by reference in this Proxy
Statement/Prospectus.                                                 

(2)  Includes pre-tax write-off of software purchased as part of the 1990       
recapitalization of the Company amounting to $3,071.                  

(3)  Includes pre-tax write-off of acquired in-process technology and other     
acquisition-related charges amounting to $1,928.                      

(4)  Includes pre-tax write-off of acquired in-process technology and other     
   acquisition-related charges amounting to $1,051 and write-off principally
  of certain software assets capitalized more than two years ago amounting
to $2,466.                                                            

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SPSS INC. 
SELECTED HISTORICAL FINANCIAL DATA
(in thousands, except share and per share data) 

                                                        [Enlarge/Download Table]

                                                                                                   Six Months      
                                                    Year Ended December 31,                       Ended June 30,   
                                          --------------------------------------------------     ----------------  
                                          1991         1992       1993       1994       1995       1995       1996 
                                          ----         ----       ----       ----       ----       ----       ---- 
                                                                                                    (unaudited)    
                                                                                                                   
STATEMENT OF OPERATIONS DATA:                                                                                      
   Net revenues                        $34,592      $37,863     $42,724    $51,757    $63,029    $29,786    $34,216
   Operating income                      1,042          605 (1)   6,603      6,042(2)   6,988(3)   3,981      5,496
   Net income (loss)                    (1,687)      (3,493)(1)   3,209      3,560(2)   4,369(3)   2,716      3,723

   Net income (loss) per share          ($0.44)      ($0.91)(1)   $0.67      $0.55(2)   $0.57(3)   $0.37      $0.48

   Shares used in per share                                                                                        
     calculation                     3,847,871    3,847,871   4,792,635  6,531,150  7,598,739  7,422,396  7,818,397


                                                                   December 31,                       June 30,     
                                           ------------------------------------------------------     --------     
                                               1991         1992       1993       1994       1995       1996       
                                               ----         ----       ----       ----       ----       ----       
                                                                                                     (unaudited)   
                                                                                                                   
BALANCE SHEET DATA:                                                                                                
   Working capital                         ($11,890)    ($14,238)  ($10,221)   ($9,670)    $4,514       $7,919     
   Total assets                              19,340       15,362     21,548     31,430     41,377       42,498     
   Total stockholders' equity (deficit)     (15,919)     (20,306)    (1,033)     3,945     17,499       21,345     

(1)  Includes pre-tax write-off of software purchased as part of the 1990       
recapitalization of the Company amounting to $3,071.                  

(2)  Includes pre-tax write-off of acquired in-process technology and other     
acquisition-related charges amounting to $1,928.                      

(3)  Includes pre-tax write-off of acquired in-process technology and other     
   acquisition-related charges amounting to $1,051 and write-off principally
  of certain software assets capitalized more than two years ago amounting
to $2,466.                                                            

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JANDEL CORPORATION  
SELECTED HISTORICAL FINANCIAL DATA  
(in thousands, except share and per share data)   

                                                        [Enlarge/Download Table]

                                                                                             Six Months     
                                               Year Ended December 31,                     Ended June 30,   
                               -------------------------------------------------------   -------------------
                               1991 (1)   1992 (1)     1993 (1)       1994      1995        1995      1996  
                               --------   --------     ---------    -------   --------   --------- ---------
                                                                                            (unaudited)     
                                                                                                            
STATEMENT OF OPERATIONS DATA:                                                                               
   Net revenues                  $5,594     $6,649       $7,583      $8,096     $8,010    $3,735    $4,122  
   Operating income (loss)         (265)      (311)         541         360       (511)     (168)     (302) 
   Net income (loss)                (91)      (634)         510         360       (507)     (164)     (301) 

   Net income (loss) per share:  ($0.29)    ($1.98)       $1.35       $0.98     ($1.47)    (0.48)    (0.87) 

   Shares used in per share                                                                                 
     calculation                314,842    319,882      378,922     367,948    344,800   344,258   345,407  

                                                        [Enlarge/Download Table]

                                                      December 31,                          June 30, 
                               ---------------------------------------------------------    -------  
                               1991 (1)   1992 (1)     1993 (1)        1994       1995        1996   
                               --------   --------     --------      --------    -------    -------  
                                                                                          (unaudited)
                                                                                                     
BALANCE SHEET DATA:                                                                                  
   Working capital                 $241       $121         $687        $826       $293         $6    
   Total assets                   1,870      1,751        2,141       2,523      2,174      1,787    
   Total shareholders' equity       828        362          924       1,308        796        524    

(1)  The financial data presented as of and for the years ended December        
31, 1991, 1992, and 1993 has been derived from unaudited financial    
statements.                                                           

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UNAUDITED SELECTED PRO FORMA COMBINED FINANCIAL DATA  
(in thousands, except share and per share data)   

                                                        [Enlarge/Download Table]

                                                                                                Six Months Ended    
                                                            Year Ended December 31,                  June 30,       
                                                  ----------------------------------------  ------------------------
                                                       1993          1994          1995          1995        1996   
                                                  -----------   ------------   ----------- -------------------------
                                                                                                                    
PRO FORMA COMBINED STATEMENT OF OPERATIONS DATA:                                                                    
   Net revenues                                     $52,174       $62,594       $73,794       $34,963     $39,998   
   Operating income                                   7,149         6,505         6,536         4,041       5,449   
   Net income                                         3,720         3,956         3,875         2,780       3,639   

   Net income per share                               $0.70         $0.56         $0.48         $0.35       $0.44   

   Shares used in per share                                                                                         
       calculation                                5,289,670     7,018,582     8,070,462     7,889,098   8,287,990   

                                                                [Download Table]

                                        June 30, 1996
                                        -------------
                                                     
PRO FORMA COMBINED BALANCE SHEET DATA:               
   Working capital                           $8,325  
   Total assets                              44,885  
   Acquisition-related payables               1,452  
   Total stockholders' equity                22,280  
   Book value per share (1)                    2.91  

(1)  Book value per share is computed by dividing pro forma stockholders'       
 equity by the pro forma number of shares of common stock outstanding at
June 30, 1996.                                                        

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RISK FACTORS

  In addition to the other information in this Proxy Statement/Prospectus,
the following Risk Factors should be considered carefully in evaluating the     
proposals to be voted on at the Special Meeting and the acquisition of the      
securities offered hereby. For periods following the Merger, references to the  
products, business, results of operations or financial condition of SPSS should 
be considered to refer to SPSS and its subsidiaries, including Jandel, unless   
the context otherwise requires.                                                 

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS                                     

     The Company's quarterly operating results can be subject to fluctuation due
to several factors, including the number and timing of product updates and new  
product introductions, delays in product development and introduction,          
purchasing schedules of its customers, changes in foreign currency exchange     
rates, product and market development expenditures, the timing of product       
shipments, changes in product mix, timing and cost of acquisitions and general  
economic conditions.  Because the Company's expense levels are to a large extent
based on its forecasts of future revenues, operating results may be adversely   
affected if such revenues fall below expectations.  Accordingly, the Company    
believes that quarter-to-quarter comparisons of its results of operations may   
not be meaningful and should not be relied upon as an indication of future      
performance.  The Company has historically operated with very little backlog    
because its products are generally shipped as orders are received.  As a result,
revenues in any quarter are dependent on orders shipped and licenses renewed in 
that quarter.  The Company has experienced a seasonal pattern in its operating  
results with the fourth quarter typically having the highest operating income.  
For example, excluding acquisition and other non-recurring charges, the         
percentage of the Company's operating income realized in the fourth quarter was 
40% in 1993, 41% in 1994 and 41% in 1995.  In addition, the timing and amount of
the Company's revenues are subject to a number of factors that make estimation  
of operating results prior to the end of a quarter uncertain.  A significant    
portion of the Company's operating expenses are relatively fixed, and planned   
expenditures are based primarily on revenue forecasts.  More specifically, in   
the fourth quarter, the variable profit margins on modest increases in sales    
volume at the end of the quarter are significant.  Should the Company fail to   
achieve such fourth quarter revenue increases, net income for the fourth quarter
and the full year could be materially affected.  Generally, if revenues do not  
meet the Company's expectations in any given quarter, operating results will be 
adversely affected.  Although the Company had been profitable in each of the    
seven quarters up to and including the quarter ending June 30, 1994, the Company
experienced a net loss of $137,000 in the third quarter of 1994 due to a        
one-time write-off of $1,928,000 for acquired and in-process technology and     
other acquisition-related charges recorded in connection with the Company's     
acquisition of SYSTAT, Inc. ("SYSTAT").  The Company has been profitable in the 
seven quarters ending December 31, 1994 through June 30, 1996.  However, there  
can be no assurance that profitability on a quarterly or annual basis can be    
achieved or sustained in the future.                                            

DEPENDENCE ON A SINGLE PRODUCT CATEGORY; DECLINING SALES OF CERTAIN PRODUCTS    

     The Company derives substantially all of its product revenues from licenses
of statistical software.  Accordingly, any decline in revenues from licenses of 
the Company's statistical software, or reduction in demand for statistical      
software generally, could have a material adverse effect on the Company.        

     In recent years, SPSS has experienced a significant shift in the sources of
its revenues.  Historically, the Company derived a large portion of its revenues
from licenses of its mainframe and minicomputer ("Large Systems") products.  As 
a result of the general shift by computer users from Large Systems to desktop   
computers, the Company has experienced an ongoing decline in revenues from Large
Systems products in the last several years, although this decline has generally 
lessened in recent quarters.  Revenues from Large Systems licenses declined from
approximately $15.6 million in 1991 to $10.7 million in 1995, while sales of    
desktop products increased from $14.7 million in 1991 to $46.1 million in 1995, 
although revenues from Large Systems licenses only declined from $10.8 million  
to $10.7 million from 1994 to 1995.  Management is unable to predict the        
continuing rate of decline on Large Systems licenses, if any.  Revenues from the
Company's products for desktop computers ("Desktop products") now account for   
nearly three-quarters of the Company's revenues and this percentage may continue
to increase, although there can be no assurance that any such increase may      
occur.                                                                          

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RAPID TECHNOLOGICAL CHANGE                                                      

The computer software industry is characterized by rapid technological
advances, changes in customer requirements, frequent product enhancements and   
new product introductions.  The Company's future success will depend upon its   
ability to enhance its existing products and introduce new products that keep   
pace with technological developments, respond to evolving customer requirements 
and achieve market acceptance.  In particular, the Company believes it must     
continue to respond quickly to users' needs for greater functionality, improved 
usability and support for new hardware and operating systems.  Any failure by   
the Company to respond adequately to technological developments and customer    
requirements, or any significant delays in product development or introduction, 
could result in loss of revenues.  In the past, the Company has, on occasion,   
experienced delays in the introduction of new products and product enhancements,
primarily due to difficulties with particular operating environments and        
problems with software provided by third parties.  The extent of these delays   
has varied depending upon the size and scope of the project and the nature of   
the problems encountered.  Such delays have most often resulted from "bugs"     
encountered in working with new and/or beta-stage versions of operating systems 
and other third party software, and bugs or unexpected difficulties in existing 
third party software which complicate integration with the Company's software.  
From time to time, the Company has discovered bugs in its products which are    
resolved through maintenance releases or through periodic updates, depending    
upon the seriousness of the defect.  There can be no assurance that the Company 
will be successful in developing and marketing new products or product          
enhancements on a timely basis or that the Company will not experience          
significant delays or defects in its products in the future, which could have a 
material adverse effect on the Company.  In addition, there can be no assurance 
that new products or product enhancements developed by the Company will achieve 
market acceptance or that developments by others will not render the Company's  
products or technologies obsolete or noncompetitive.                            

INTERNATIONAL OPERATIONS                                                        

   The Company's revenues from operations outside of North America accounted
for approximately 45%, 51% and 55% of the Company's net revenues in 1993, 1994  
and 1995, respectively.  The Company expects that revenues from international   
operations will continue to represent a large percentage of its net revenues and
that this percentage may increase, particularly as the Company further          
"localizes" the SPSS product line by translating its products into additional   
languages.  International revenues are subject to a number of risks, including  
greater difficulties in accounts receivable collection, longer payment cycles,  
exposure to currency fluctuations, political and economic instability and the   
burdens of complying with a wide variety of foreign laws and regulatory         
requirements.  The Company also believes that it is exposed to greater levels of
software piracy in international markets because of the weaker protection       
afforded to intellectual property in some foreign jurisdictions.  As the Company
expands its international operations, the risks described above could increase  
and, in any event, could have a material adverse effect on the Company.         

POTENTIAL VOLATILITY OF STOCK PRICE                                             

     There has been significant volatility in the market prices of securities of
technology companies and in some instances, such volatility has been unrelated  
to the operating performance of such companies.  Market fluctuations may        
adversely affect the price of SPSS Common Stock.  The Company also believes     
factors such as announcements of new products by the Company or its competitors,
quarterly variations in financial results, recommendations and reports of       
analysts and other factors beyond the Company's control could cause the market  
price of SPSS Common Stock to fluctuate substantially.                          

 Jandel shareholders shall have no recourse against SPSS for declines in
the value of their investment in shares of SPSS Common Stock absent fraud or    
violations of federal and state securities, blue sky and other similar laws on  
the part of SPSS. The shares of SPSS Common Stock to be received by the Jandel  
shareholders pursuant to the Merger represent an investment in the business of  
SPSS and SPSS has made no representations or warranties with respect to the     
future business performance of SPSS or the price of its Common Stock.           

RELIANCE ON RELATIONSHIPS WITH THIRD PARTIES                                    

 The Company licenses certain software from third parties.  Some of this
licensed software is embedded in the Company's products, and some is offered as 
add-on products.  If such licenses are discontinued, or become invalid or       
unenforceable, there can be no assurance that the Company will be able to       
develop substitutes for this software independently or to obtain alternative    
sources in a timely manner.  Any delays in obtaining or developing substitutes  
for licensed software could have a material adverse effect on the Company.      

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In February 1993, the Company entered into an exclusive, worldwide    
agreement (the "Prentice Hall Agreement") with Prentice Hall, Inc.  ("Prentice  
Hall") under which Prentice Hall publishes and distributes the student version  
of the Company's software and all of the Company's publications.  As a result,  
the Company is dependent on Prentice Hall for the development and support of the
markets for student software and its publications.  The failure of Prentice Hall
to adequately perform its obligations under the Prentice Hall Agreement could   
have a material adverse effect on the Company.                                  

In February 1993, the Company entered into a Software Distribution    
Agreement (the "IBM Software Distribution Agreement") with International        
Business Machines Corporation ("IBM") under which IBM manufactures and packages 
all of the Company's products and distributes them to the Company's domestic    
customers and international subsidiaries.  If IBM fails to adequately perform   
its obligations under this agreement, or if the agreement is terminated, the    
Company's operating results could be materially adversely effected.             

CHANGES IN PUBLIC EXPENDITURES AND OVERALL ECONOMIC ACTIVITY LEVELS             

    A significant portion of the Company's revenues comes from licenses of its
products directly to foreign and domestic government entities.  In addition,    
significant amounts of the Company's revenues come from licenses to academic    
institutions, healthcare organizations and private businesses which contract    
with or are funded by government entities.  Government appropriations processes 
are often slow, unpredictable and subject to factors outside the Company's      
control.  In addition, proposals are currently being made in certain countries  
to reduce government spending.  Reductions in government expenditures and       
termination or renegotiation of government-funded programs or contracts could   
have a material adverse effect on the Company.  In addition, declines in overall
levels of economic activity could also have a material adverse impact on the    
Company.                                                                        

COMPETITION                                                                     

The market for statistical software is both highly competitive and    
fragmented.  The Company primarily competes with one general statistical        
software provider which is larger and has greater resources than the Company, as
well as with numerous other companies offering statistical applications         
software, many of which offer products focused on specific statistical          
applications.   The Company considers its primary worldwide competitor to be the
larger and better-financed SAS Institute ("SAS"), although the Company believes 
that SAS's revenues are derived principally from products that are used for     
purposes other than statistics and operate on large systems platforms. StatSoft 
Inc., developers of the Statistica product ("Statistica"), Manugistics Group,   
Inc., distributors of the Statgraphics Plus product ("Statgraphics"), and       
Minitab, Inc. ("Minitab") are also competitors, although their annual revenues  
from these statistical products are believed to be considerably less than the   
revenues of SPSS.                                                               

In the future, SPSS may face competition from new entrants into the   
statistical software market.  The Company could also experience competition from
companies in other sectors of the broader market for data management, analysis  
and presentation software, such as providers of spreadsheets, database          
management systems, report writers and executive information systems.  These    
companies have added, or in the future may add, statistical analysis            
capabilities to their products.  Many of these companies have significant name  
recognition, as well as substantially greater capital resources, marketing      
experience and research and development capabilities than the Company.  There   
can be no assurance that the Company will have sufficient resources to make the 
necessary investment in research and development and sales and marketing, or    
that the Company will otherwise be able to make the technological advances      
necessary to maintain or enhance its competitive position.  The Company's future
success will also depend significantly upon its ability to continue to sell its 
Desktop products, to attract new customers looking for more sophisticated or    
powerful software and to introduce additional add-on products to existing       
customers.  There can be no assurance that the Company will be able to compete  
successfully in the future.                                                     

DEPENDENCE ON KEY PERSONNEL                                                     

The Company is dependent on the efforts of certain executives and key 
employees, including its President and Chief Executive Officer, Jack Noonan. The
Company's continued success will depend in part on its ability to attract and   
retain highly qualified technical, managerial, sales, marketing and other       
personnel.  Competition for such personnel is intense.  There can be no         
assurance that the Company will be able to continue to attract or retain such   
highly qualified personnel.  No life insurance policies are maintained on the   
Company's key personnel.                                                        

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INTELLECTUAL PROPERTY; PROPRIETARY RIGHTS                                       

   The statistical algorithms incorporated in the Company's software are not
proprietary.  The Company believes that the proprietary technology constituting 
a portion of the Company's software determines the speed and quality of         
displaying the results of computations, the connectivity of the Company's       
products with third party software and the ease of use of its products.  The    
Company's success will depend, in part, on its ability to protect the           
proprietary aspects of its products.  The Company attempts to protect its       
proprietary software with trade secret laws and internal nondisclosure          
safeguards, as well as copyright and trademark laws and contractual restrictions
on copying, disclosure and transferability that are incorporated into its       
software license agreements.  The Company licenses its software only in the form
of executable code, with contractual restrictions on copying, disclosures and   
transferability.  Except for licenses of its products to users of Large System  
products and annual licenses of its Desktop products, the Company licenses its  
products to end-users by use of a "shrink-wrap" license that is not signed by   
licensees, as is customary in the industry.  It is uncertain whether such       
license agreements are legally enforceable.  The source code for all of the     
Company's products is protected as a trade secret and as unpublished copyrighted
work.  In addition, the Company has entered into confidentiality and            
nondisclosure agreements with its key employees.  Despite these restrictions, it
may be possible for competitors or users to copy aspects of the Company's       
products or to obtain information which the Company regards as a trade secret.  
The Company has no patents.  Copyright, trade secret and trademark protection   
for the Company's products may be unavailable or unreliable in certain foreign  
countries.  Preventing unauthorized use of computer software is difficult, and  
software piracy is expected to be a persistent problem for the packaged software
industry.  These problems may be particularly acute in international markets.   
In addition, the laws of certain countries in which the Company's products are  
or may be licensed do not protect the Company's products and intellectual       
property rights to the same extent as the laws of the United States.  Despite   
the precautions taken by the Company, it may be possible for unauthorized third 
parties to reverse engineer or copy the Company's products or obtain and use    
information that the Company regards as proprietary.  There can be no assurance 
that the steps taken by the Company to protect its proprietary rights will be   
adequate to prevent misappropriation of its technology.                         

Although the Company's products have never been the subject of an     
infringement claim, there can be no assurance that third parties will not assert
infringement claims against the Company in the future or that any such assertion
will not result in costly litigation or require the Company to obtain a license 
to use the intellectual property of third parties.  There can be no assurance   
that such licenses will be available on reasonable terms, or at all. There can  
also be no assurance that the Company's competitors will not independently      
develop technologies that are substantially equivalent or superior to the       
Company's technologies.                                                         

CONTROL BY EXISTING STOCKHOLDERS; ANTI-TAKEOVER EFFECTS                         

   As of June 30, 1996, the Company's executive officers and directors owned
beneficially approximately 23.9% of the outstanding shares of Common Stock.  The
Norman H. Nie Revocable Trust Dated March 15, 1991 (the "Nie Trust") and        
affiliates of the Nie Trust, are entitled to nominate a director for inclusion  
in the management slate for election to the Board so long as the Nie Trust      
continues to own no less than 12.5% of the outstanding shares of Common Stock.  
As of June 30, 1996, the Nie Trust and affiliates of the Nie Trust beneficially 
owned approximately 18.6% of the outstanding shares of Common Stock.  The       
Company's Certificate of Incorporation and Bylaws contain a number of           
provisions, including provisions requiring an 80% super majority stockholder    
approval of certain actions and provisions for a classified Board of Directors, 
which would make the acquisition of the Company, by means of an unsolicited     
tender offer, a proxy contest or otherwise, more difficult or impossible.       

SHARES ELIGIBLE FOR FUTURE SALE                                                 

As of June 30, 1996, there were vested options outstanding held by    
management to purchase approximately an additional 621,598 shares of SPSS Common
Stock and unvested options to purchase approximately an additional 296,421      
shares of SPSS Common Stock, with an average exercise price of $4.34 per share. 
The Company has also established a stock purchase plan available to employees of
the Company, which permits employees to acquire shares of SPSS Common Stock at  
the end of each quarter at 85% of the market price of SPSS Common Stock as of   
such date.                                                                      

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In addition to the Company's currently outstanding shares and those   
issuable to employees as described above, the Company will issue approximately  
357,000 shares of SPSS Common Stock to Jandel's current shareholders.  Such     
shares of SPSS Common Stock will generally be available for resale.             

   No prediction can be made as to the effect, if any, that future sales, or
the availability of shares of Common Stock for future sales, will have on the   
market price prevailing from time to time.  Sales of substantial amounts of SPSS
Common Stock by the Company or by shareholders, or the perception that such     
sales may occur, could adversely affect prevailing market prices for SPSS Common
Stock.                                                                          

ACCUMULATED DEFICIT                                                             

  The Company had an accumulated deficit of $18,999,000 as of December 31,
1995.                                                                           

INTEGRATION OF OPERATIONS                                                       

  The management of SPSS and Jandel anticipate that the Merger will create
synergies by allowing the surviving corporation to market an enhanced product   
line, eliminate overlapping costs and broaden distribution channels. No         
assurance can be given that the Merger will result in such synergies.           

VOTING AND PROXIES

DATE, TIME AND PLACE OF THE SPECIAL MEETING                                     

The Special Meeting will be held at 2591 Kerner Boulevard, San Rafael,
California 94901, on November 19, 1996 at 10:00 a.m. local time.                

RECORD DATE AND OUTSTANDING SHARES                                              

Shareholders of record of Jandel Common Stock at the close of business
on the Record Date are entitled to notice of and to vote at the Special         
Meeting. As of the Record Date, there were approximately 96 shareholders of     
record of Jandel Common Stock.  As of the Record Date there were 351,034 shares 
of Jandel Common Stock outstanding and options to purchase 57,926 shares of     
Jandel Common Stock issued and outstanding.  Except for the shareholders        
identified below under "JANDEL CORPORATION - Principal Shareholders of Jandel"  
there were no persons known to the management of Jandel to be the beneficial    
owners of more than 5% of the outstanding shares of Jandel Common Stock.        

VOTING AND REVOCABILITY OF PROXIES                                              

 All properly executed proxies that are not revoked will be voted at the
Special Meeting, and any postponement or adjournment thereof, in accordance with
the instructions contained therein.  Proxies containing no instructions         
regarding the proposals specified in the form of proxy will be voted for        
approval of the Merger and the Merger Agreement at the Special Meeting.  Each   
record holder of Jandel Common Stock on the Record Date is entitled to cast one 
vote per share, exercisable in person or by properly executed proxy, on each    
matter properly submitted for a vote of the shareholders at the Special Meeting.

    If an executed proxy card is returned and a shareholder has abstained from
voting on any matter, the shares represented by such proxy will be considered   
present at the Special Meeting for purposes of determining a quorum and for     
purposes of calculating the vote, but will have the same effect as negative     
votes.                                                                          

The presence of a shareholder at the Special Meeting for which such   
shareholder has executed a proxy will not automatically revoke such             
shareholder's proxy.  A shareholder may, however, revoke a proxy at any time    
prior to its exercise by filing a written notice of revocation with, or by      
delivering a duly executed proxy bearing a later date to, the Secretary of      
Jandel at the address of the principal executive offices of Jandel, or by       
attending the Special Meeting and voting in person.                             

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SHAREHOLDER VOTE REQUIRED                                                       

  Approval of the Merger and the Merger Agreement requires the affirmative
vote of holders of a majority of the shares of Jandel Common Stock outstanding  
on the Record Date.                                                             

SOLICITATION OF PROXIES; EXPENSES                                               

     Jandel will bear the costs of soliciting proxies from its shareholders, and
will bear all printing and mailing costs in connection with the preparation and 
mailing of this Proxy Statement/Prospectus to Jandel shareholders.  In addition 
to solicitation by mail, the directors, officers and employees of Jandel may    
solicit proxies from shareholders by telephone, facsimile or letter or in       
person.  Such persons will not receive additional compensation, but may be      
reimbursed for reasonable out-of-pocket expenses incurred in connection with    
such solicitation.                                                              

TERMS AND CONDITIONS OF THE PROPOSED MERGER 

   The following description contains, among other information, a summary of
certain provisions of the Merger Agreement and is qualified in its entirety by  
reference to the full text thereof, a copy of which is appended as Annex A to   
this Proxy Statement/Prospectus and is incorporated herein by reference.        

BACKGROUND AND REASONS FOR THE MERGER                                           

SPSS                                                                            

    SPSS Inc. acquired SYSTAT, in September 1994 and BMDP Statistical Software
Inc. in December 1995 as part of its strategy to establish a separate line of   
software products for scientific research.  This strategy enables the Company   
to direct its SPSS product line towards the growing market for data mining      
software and QI Analyst product line towards real-time quality improvements     
applications.  The Company's acquisition of Jandel is a continuation of this    
strategy of product differentiation, and SPSS believes that the Merger will     
offer a number of benefits, including the following:                            

1.   expansion of the SPSS scientific products business to a          
critical mass, with annual revenues immediately growing from
          approximately $3 million to over $11 million and from approximately 3%
to 12% of its overall business;                             

2.   a position of leadership in the market for scientific data       
  analysis products, as Jandel is a leading vendor in this area;

3.   a comprehensive set of software offerings to more effectively    
address a wider range of scientific research applications;  

4.   an opportunity to further leverage the Company's worldwide       
sales channels; and                                         

5.   after taking appropriate steps to integrate Jandel operations,   
a positive contribution to Company earnings.                

 The SPSS Board of Directors believes that the Merger is fair and in the
best interests of SPSS and its shareholders.  The Board of Directors considered 
the following additional factors in arriving at its decision:                   

1.   the terms of the acquisition, including the number of SPSS       
      shares to be used in the Merger, were reasonable relative to other
         acquisitions the Company had done and other acquisition opportunities
of which it was aware;                                      

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2.   Jandel annual revenues represent a material increment to those   
          of SPSS, enabling the Company to achieve immediately the benefits of a
larger market presence;                                     

3.   the complementary nature of Jandel's products and business to    
those of SPSS; and                                          

  4.   Jandel established itself in a market niche in which SPSS desired a
        presence, and SPSS determined that the Merger was the most effective
way of accomplishing this goal.                             

JANDEL                                                                

    Jandel believes that the Merger will offer a number of benefits to Jandel,
including the following:                                                        

1.  Jandel expects to benefit from SPSS' well established distribution
   channels, including strong overseas distribution with a number of
overseas sales offices.                                       

 2.  Jandel expects to benefit from SPSS' greater financial resources in
     product development and in sales and marketing for Jandel products.

  3.  Jandel expects to benefit from the longer experience of SPSS' senior
management in the software market.                            

4.  Jandel's Board of Directors also concluded that SPSS' and Jandel's
     products and businesses were complementary.  Jandel has established
     itself in the market of scientific data software, a significant but
     limited niche market. Jandel believes that the businesses of Jandel
    and SPSS are complementary and that the Merger will make available
        greater resources to Jandel and allow Jandel to apply its expertise to
a broader range of markets.                                   

5.  Jandel expects that its shareholders will benefit because the SPSS
    stock they will receive is publicly traded and therefore much more
liquid than current Jandel stock.                             

 Jandel's Board of Directors believes that the Merger is fair and in the
best interests of Jandel and its shareholders and therefore recommends that     
shareholders vote in favor of the Merger.  In addition to the above, the Board  
of Directors considered the following factors in arriving at its decision.      

   Jandel's Board of Directors viewed the Merger as the best means to obtain
liquidity for the shareholders' investment in Jandel.  Jandel's Board of        
Directors considered a number of alternatives to provide liquidity, including an
initial public offering and periodic repurchases of Jandel shares by an Employee
Stock Ownership Plan ("ESOP") funded by Jandel.  Because it operates in a niche 
market and due to other factors, Jandel's Board of Directors determined that the
prospects for an advantageous initial public offering were not favorable.       
Jandel's Board of Directors established an ESOP in 1993, but ESOP purchases have
achieved only a limited improvement in liquidity.                               

Jandel's Board of Directors believes that the Merger is the best      
alternative because Jandel shareholders will have a ready market available for  
sale of their SPSS shares should they wish to do so.  Moreover, under the       
Merger, Jandel shareholders will acquire a significant portion of the stock     
representing ownership of the combined business of Jandel and SPSS.             

  The Jandel Board of Directors believes that the receipt of approximately
$9,000,000 of SPSS stock (valued in accordance with the Merger Agreement) to be 
received by Jandel shareholders represents an attractive return on shareholders'
investment in Jandel.  Jandel's Board of Directors considered the fact that the 
value of SPSS stock may fluctuate substantially.                                

MATERIAL CONTACTS                                                               

   On March 27, 1995, Mark Battaglia, Vice President, Corporate Marketing of
SPSS telephoned Joseph Osborn, President of Jandel, to express interest in      
possible collaboration of the parties.  On April 5, 1995, Mr. Battaglia and     
Mr.  Osborn again talked by telephone and Mr. Osborn sent Mr. Battaglia         
background material on Jandel.  Subsequently, Mr. Osborn informed Mr. Battaglia 
that Jandel was not then interested in working toward a relationship, but       
that Mr. Battaglia should stay in touch.                                        

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 On March 4, 1996, Mr. Osborn and Mr. Battaglia spoke again by telephone
about a possible relationship between the two companies.  Subsequent to the last
contact between Messrs. Battaglia and Osborn, the Jandel Board of Directors had 
become more interested in exploring possible acquisitions.  On March 28, 1996,  
Edward Hamburg, Chief Financial Officer of SPSS, Mr. Battaglia, and Jack        
Noonan, President of SPSS, visited Jandel, toured Jandel's facilities and       
discussed a possible merger.                                                    

On April 1, 1996, Mr. Osborn and Mr. Battaglia arranged for Mr.       
Osborn and Dr. John Osborn, Chairman of the Board and Director of Jandel, to    
visit Chicago on April 15, 1996.  During this visit, Mr. Osborn and Dr. Osborn  
met with senior SPSS management, toured SPSS' facilities and discussed a        
possible merger with Mr. Noonan of SPSS.  On May 1, 1996, the Jandel Board of   
Directors met and engaged in lengthy discussions of a possible acquisition by   
SPSS.                                                                           

    On June 10, 1996, Oliver King-Smith and Fred Ross-Perry of Jandel met with
Louise Rehling and Richard Marcell of SPSS to review product and development    
issues.                                                                         

On June 12 and 13, 1996, Mr. Osborn and Ross Garofalo, Chief Financial
Officer of Jandel, met with Mr. Hamburg to continue discussions of a merger     
with SPSS and negotiate terms.                                                  

 On June 27, 1996, Jandel's Board of Directors met to review the current
status of the merger negotiations.  Following a thorough discussion of the      
proposed merger, the Jandel Board of Directors approved the basic terms of the  
Merger and established guidelines for Jandel's management to attempt to complete
the negotiations of the terms of the Merger.                                    

 From June 28 through July 15, 1996, Mr. Garofalo and Mr. Osborn engaged
in lengthy negotiations with Mr. Hamburg and Mr. Noonan to agree on the         
terms of the Merger.  On July 15, 1996, the talks culminated in a letter        
summarizing principal terms of the proposed Merger.  From July 15, 1996 through 
the signing of the Merger Agreement, the parties have engaged in extensive      
discussions to negotiate the complete and final terms of the Merger Agreement   
and have conducted extensive due diligence of one another's business.           

   On October 30, 1996, the SPSS Board of Directors unanimously approved the
Merger and the Merger Agreement.  On October 30, 1996, the Jandel Board of      
Directors unanimously approved the Merger and Merger Agreement, and as of       
October 30, 1996, the Merger Agreement was executed.                            

EFFECTIVE DATE                                                                  

     The Merger Agreement provides that the Merger will become effective at such
time as an agreement of merger between Jandel and Acquisition Subsidiary is     
accepted for filing with the Secretary of State of the State of California and  
the Secretary of State of the State of Delaware (the "Effective Date").  It is  
anticipated that if all conditions to the Merger have been fulfilled or waived, 
the Effective Date will occur on or about November 19, 1996 or on a date as     
soon as practicable thereafter.                                                 

CONVERSION OF SHARES OF JANDEL COMMON STOCK                                     

Each share of Jandel Common Stock which is issued and outstanding     
immediately prior to the Effective Date other than shares, if any, held by      
shareholders who have exercised dissenters' rights under the California General 
Corporation Law will be converted at the Effective Date into SPSS Common Stock  
and cash in lieu of any fractional shares of SPSS Common Stock.  On the         
Effective Date, option holders who have exercised their options contingent upon 
consummation of the Merger shall be deemed to have received the shares of Jandel
Common Stock to which they are entitled and such shares of Jandel Common Stock  
shall be treated in the manner set forth above.  Such exercising option holders 
will hereinafter for all purposes be treated as Jandel shareholders. See        
"Exchange Ratio" below. Option holders who do not exercise their options prior  
to the Effective Date will not receive shares of SPSS Common Stock in the       
Merger nor will they receive options for SPSS Common Stock in the Merger.       
Certain options will terminate if not exercised hereunder.  Any unexercised     
options which remain in effect after the Merger will only entitle the holder to 
obtain Jandel shares when Jandel is otherwise wholly-owned by SPSS.             

   The Exchange Ratio will be adjusted so as to give Jandel shareholders the
economic benefit of any stock dividends, reclassifications,                     
recapitalizations, split-ups, exchanges of shares, distributions or             
combinations or subdivisions of SPSS Common Stock or Jandel Common Stock        
effective between the date of the Merger Agreement and the Effective Date.      

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 As of October 31, 1996, there were options to purchase 57,926 shares of
Jandel Common Stock issued and outstanding (the "Jandel Options").  Jandel      
Options to purchase 48,989 shares of Jandel Common Stock were granted and       
outstanding under Jandel's 1989 Employee Nonqualified Stock Option Plan (the    
"1989 Option Plan").  Of such options, Jandel Options to purchase 11,135 shares 
of Jandel Common Stock had not yet vested as of October 31, 1996.  Under the    
terms of the 1989 Option Plan, such options will be accelerated to permit       
exercise immediately prior to the Effective Date of the Merger.  The 1989       
Option Plan also provides that with regard to Jandel Options granted after      
September 28, 1990 all of such Jandel Options held by current employees,        
consultants or directors of Jandel that are not exercised will be automatically 
terminated at the Effective Date of the Merger.                                 

EXCHANGE RATIO                                                                  

 At the Effective Date of the Merger, all of the shares of Jandel Common
Stock that are issued and outstanding immediately prior to the Effective Date   
(with the exception of any shares held by dissenting shareholders) will be      
converted by virtue of the Merger and without further action into that number   
of shares of SPSS Common Stock determined by dividing $9,000,000 (or such lower 
figure as is obtained by subtracting the amount to be paid to any dissenting    
shareholders), less the expenses of Jandel in respect of the Merger, by the     
average closing market price of SPSS Common Stock, as reported on the Nasdaq    
National Market, for the trading days between June 3, 1996 until the earlier of 
(a) November 25, 1996 or (b) three trading days immediately prior to the        
date of the Special Meeting (the "Share Price").  Each Jandel shareholder will  
receive that number of shares of SPSS Common Stock to be issued in the Merger   
which represents each shareholder's pro rata percentage of the Jandel Common    
Stock owned immediately prior to the Merger.  Certificates representing shares  
of SPSS Common Stock will be distributed to Jandel shareholders upon the        
surrender of their certificates for shares of Jandel Common Stock to SPSS.  See 
"Exchange of Certificates" herein.                                              

NO FRACTIONAL SHARES                                                            

  Only whole shares of SPSS Common Stock will be issued in connection with
the Merger.  In lieu of fractional shares, each shareholder of Jandel Common    
Stock otherwise entitled to a fractional share of SPSS Common Stock will be paid
in cash an amount equal to the amount of such fraction multiplied by the Share  
Price.  No such shareholder will be entitled to dividends, voting rights or     
other rights in respect of any such fractional share.                           

EXCHANGE OF CERTIFICATES                                                        

   After the Effective Date, holders of certificates previously representing
shares of Jandel Common Stock as well as the holders of options exercised       
contingent on the Merger will cease to have any rights as shareholders of       
Jandel and their sole rights will pertain to the shares of SPSS Common Stock    
into which their shares of Jandel Common Stock will have been converted         
pursuant to the Merger Agreement.  As soon as practicable after the Closing,    
Jandel shall deliver to SPSS the certificates previously representing shares of 
Jandel Common Stock, representing the shares for cancellation,  and such other  
documents as may be reasonably  required by SPSS.  At such time, SPSS shall     
cause to be issued, in the name of each former Jandel shareholder who delivered 
such a certificate, newly issued shares of SPSS Common Stock (and, to the       
extent applicable, cash in lieu of fractional shares of SPSS Common Stock).     
SPSS will hold in escrow, for the account of the former Jandel shareholders,    
10% of the total shares (the "Escrowed Shares") together with stock powers.     
Shareholders who become holders of SPSS Common Stock in the Merger will not be  
entitled to receive any dividends or other distributions which may be payable   
to holders of record of SPSS Common Stock following the Effective Date until    
they have surrendered and exchanged their certificates evidencing ownership of  
shares of Jandel Common Stock.  Upon receipt of the certificates representing   
shares of Jandel Common Stock, SPSS will forward to Jandel shareholders (i)     
certificates representing their shares of SPSS Common Stock, (ii) dividends     
declared thereon subsequent to the Effective Date (without interest) and (iii)  
the cash value of any fractional shares (without interest).                     

  At the Effective Date, the stock transfer books of Jandel will be closed
and no transfer of Jandel Common Stock will thereafter be made on such books.   
If a certificate formerly representing shares of Jandel Common Stock is         
presented to SPSS, it will be cancelled and exchanged for a certificate         
representing shares of SPSS Common Stock.                                       

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ESCROW                                                                          

On the Effective Date, under the Escrow Agreement the form of which is
attached as Annex B (the "Escrow Agreement") the former Jandel shareholders     
shall pledge and grant a first priority security interest in the Escrowed Shares
to SPSS as collateral to satisfy any indemnification obligations to SPSS under  
the Merger Agreement.  The number of Escrowed Shares, if any, remaining after   
any return of Escrowed Shares as made in accordance with the Merger Agreement   
will be delivered to the former Jandel shareholders, in amounts proportionate to
such shareholders' interest in such Escrowed Shares, promptly after the earlier 
of the first anniversary of the Effective Date or the date of release of results
of the first post-acquisition financial statement audit of the combined company 
(the "Escrow Termination Date"), except for the number of such Escrowed Shares  
then subject to a bona fide dispute in connection with a claim for              
indemnification made prior to the Escrow Termination Date.  Any of such shares  
that are not delivered in  connection with such indemnification claim, shall be 
delivered to the  shareholders entitled to same promptly after resolution of    
such dispute.                                                                   

  By approving the Merger Agreement, Jandel stockholders will be deemed to
have approved the Escrow Agreement, the pledge and granting of the security     
interest in the Escrowed Shares to SPSS,  and the appointment of Joseph H. K.   
Osborn as Representative to the shareholders (the "Shareholders                 
Representative") as set forth in the Escrow Agreement.  Any fees, costs and     
expenses of the Shareholders Representative will be paid out of the Escrowed    
Shares before distribution of the Escrowed Shares to the former Jandel          
shareholders on the Escrow Termination Date.                                    

STOCK EXCHANGE LISTING                                                          

 SPSS has agreed that the SPSS Common Stock to be issued pursuant to the
Merger will be approved for listing on the Nasdaq National Market, subject to   
official notice of issuance.  An application will be made for listing such SPSS 
Common Stock on the Nasdaq National Market.                                     

RIGHTS OF DISSENTING SHAREHOLDERS                                               

    Holders of Jandel Common Stock who do not vote in favor of the Merger may,
under certain circumstances and by following certain procedures, exercise       
dissenters' rights and receive cash for their shares.  The rights of dissenting 
shareholders of Jandel Common Stock are governed by Section 1300 through Section
1312 of the CGCL.                                                               

  The following is a summary of the statutory procedures to be followed by
holders of Jandel Common Stock in order to dissent from the Merger and perfect  
dissenters' rights under California law.  These summaries are not intended to be
a complete statement of such procedures and are qualified in their entirety by  
reference to the full text of such statute, a copy of which is attached hereto  
as Annex B.                                                                     

Within ten days after approval of the Merger by Jandel's shareholders,
Jandel must mail a notice of such approval (the "Approval Notice") to all       
shareholders who held shares as of the Record Date and who do not vote in favor 
of the Merger.  The Approval Notice must include a copy of Sections 1300, 1301, 
1302, 1303, and 1304 of the CGCL a statement of the price determined by the     
corporation to represent the fair market value of the dissenting shares, and a  
brief description of the procedure to be followed if the shareholder desires to 
exercise the shareholder's right under such Sections.  The statement of price   
constitutes an offer by the corporation to purchase any dissenting shares at    
the price stated.                                                               

 A shareholder electing to exercise dissenters' rights must make written
demand upon Jandel for the purchase of such shares and payment to the           
shareholder in cash of their fair market value within 30 days after the date on 
which the Approval Notice was mailed to such shareholders.  The demand must     
state the number and class of the shares held of record by the shareholder which
the shareholder demands that Jandel purchase and must contain a statement of    
what such shareholder claims to be the fair market value of those shares as of  
the day before the announcement of the proposed Merger.  The statement of fair  
market value constitutes an offer by the shareholder to sell the shares at such 
price.  Notices of dissent should be addressed to the Secretary of Jandel at the
address of the executive office of Jandel set forth above.                      

   In addition, within 30 days after the date the Approval Notice was mailed
to the shareholder, the shareholder must submit to Jandel at its principal      
office or at the office of any transfer agent thereof the shareholder's         
certificates representing any shares which the shareholder demands that Jandel  
purchase, to be stamped or endorsed with a statement that the shares are        
dissenting shares or to be exchanged for certificates of appropriate            
denomination so stamped or endorsed.  Upon subsequent transfers of the          
dissenting shares on the books of Jandel, the new certificates issued therefor  
shall bear a like statement, together with the name of the original dissenting  
holder of the shares.                                                           

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   If Jandel and the shareholder agree that the shares are dissenting shares
and agree upon the price of the shares, the dissenting shareholder is entitled  
to the agreed price with interest thereon at the legal rate on judgments from   
the date of the agreement.  Any agreements fixing the fair market value of any  
dissenting shares as between Jandel and the holders thereof shall be filed with 
the Secretary of Jandel.  Payment of the fair market value of dissenting shares 
shall be made within 30 days after the later of the date on which the amount    
thereof has been agreed or the date on which all statutory and contractual      
conditions to the Merger are satisfied, upon surrender of the certificates      
therefor.                                                                       

   If Jandel denies that the shares are dissenting shares, or Jandel and the
shareholder fail to agree upon the fair market value of the shares, then the    
shareholder demanding purchase of such shares as dissenting shares may, within  
six months after the date on which the Approval Notice was mailed to the        
shareholder, file a complaint in the superior court of the proper county        
requesting the court to determine whether the shares are dissenting shares or   
the fair market value of the dissenting shares or both or may intervene in any  
action pending on such a complaint.  In such a case, two or more dissenting     
shareholders may join as plaintiffs or be joined as defendants.  On the trial of
the action, the court shall determine the issues.  If the status of the shares  
as dissenting shares is in issue, the court shall first determine that issue.   
If the fair market value of the dissenting shares is in issue, the court shall  
determine, or appoint one or more impartial appraisers to determine, the fair   
market value of the shares.                                                     

    If the court appoints an appraiser or appraisers, they shall determine the
fair market value per share.  Within the time fixed by the court, the appraisers
will make and file a report with the court, and that report will be considered  
on such evidence as the court considers relevant.  If the court finds the report
reasonable, the court may affirm it.  If the appraisers do not file a report    
within ten days or the time allotted by the court, the court shall determine the
fair market value of the shares.                                                

  Judgment shall be rendered against Jandel in an amount equal to the fair
market value of each dissenting share multiplied by the number of dissenting    
shares, with interest thereon.  Any such judgment shall be payable only upon the
endorsement and delivery to Jandel of the certificates for the shares described 
in the judgment.  Costs of the action will be apportioned as the court considers
equitable, but if the appraisal exceeds the price offered by Jandel, Jandel     
shall pay the costs (including in the discretion of the court attorneys' fees,  
fees of expert witnesses, and interest if the value awarded by the court for the
shares is more than 125% of the price offered by Jandel).                       

     Cash dividends declared and paid by Jandel upon the dissenting shares after
the date of approval of the Merger shall be credited against the total amount to
be paid by Jandel therefor.                                                     

     Holders of dissenting shares continue to have all the rights and privileges
incident to their shares until the fair market value of their shares is agreed  
upon or determined.  A dissenting shareholder may not withdraw a demand for     
payment unless Jandel consents thereto.                                         

Dissenting shares will lose their status if:  (i) Jandel abandons the 
reorganization; (ii) the shares are transferred prior to their submission for   
endorsement; (iii) the dissenting shareholder and Jandel do not agree upon the  
status as dissenting shares or upon the purchase price of the shares, and       
neither files a complaint within six months after the date on which the         
Approval Notice was mailed to the shareholder; or (iv) the dissenting           
shareholder, with Jandel's consent, withdraws the shareholder's demand for      
purchase of the dissenting shares.                                              

CONDUCT PENDING MERGER; REPRESENTATIONS AND WARRANTIES                          

   The Merger Agreement contains certain covenants of the parties which must
be performed as a condition to the parties' consummation of the Merger.  Both   
SPSS and Jandel have agreed to cooperate with each other; allow access to each  
of their business operations, corporate information and personnel; and use      
reasonable efforts to cause the Merger to qualify for pooling of interests      
accounting.  Jandel has further agreed to use all reasonable efforts to obtain  
any consents or approvals necessary for the consummation of the transaction and 
that any payments made by SPSS for any taxes due and not reserved for in the    
books and records after the Effective Date which are attributable to periods    
ending on or before the Effective Date shall be satisfied from the Escrowed     
Shares.                                                                         

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    In addition, SPSS has agreed:  to use all reasonable efforts to obtain any
consents or approvals necessary for the consummation of the transaction; that   
the Surviving Corporation will retain all of books of Jandel and Jandel's German
subsidiary, Jandel Scientific GmbH ("Jandel GmbH") and allow reasonable access  
thereto; to allow Dr. John Osborn, Joseph Osborn, or Westing Software for a     
reasonable price to use Jandel customer lists for certain approved mailings;    
that within seven days of the Effective Date SPSS will terminate the employment 
agreements with Dr. John Osborn and Mrs. Anne K. Osborn; and that SPSS will     
provide Jandel employees not retained after the Effective Date with reasonable  
severance packages.                                                             

SPSS, Acquisition Subsidiary and Jandel have also made numerous       
representations and warranties to each other with respect to financial and other
matters.  These include, without limitation, representations and warranties to  
the effect that their respective financial statements which have been previously
delivered to the other are true, accurate and complete and that each company has
the corporate organization, qualification and authority required to effect the  
transaction.  Jandel further represents and warrants that its assets are in good
and merchantable condition and conform with all applicable laws and that it has 
fully and accurately disclosed all material information regarding its employees,
employee benefits, employee litigation, employment contracts and consulting     
contracts, and that no person or party has any claim or basis for claim against 
Jandel or Jandel GmbH for discrimination, occupational hazards or employment    
matters of any kind.                                                            

     All representations or warranties made by any party to the Merger Agreement
will survive the Effective Date until the earlier of the first anniversary of   
the Effective Date or the release of results of the first post-acquisition audit
of SPSS.  Thereafter, no party to the Merger Agreement nor any officer or       
director of any of them will have any liability or obligation with respect to   
such representations or warranties, with certain exceptions, including any      
misrepresentations, breaches of warranties or violations of covenants that were 
made with the intent to defraud.                                                

CONDITIONS PRECEDENT                                                            

   SPSS' and Acquisition Subsidiary's obligation to consummate the Merger is
conditioned upon the following:                                                 

     (a)  The representations and warranties of Jandel being materially true and
accurate on and as of the Closing Date with the same effect as though such      
representations and warranties had been made on and as of such date;            

 (b)  Jandel having performed in all material respects all covenants and
agreements required by the Merger Agreement to be performed by it on or before  
the Closing Date;                                                               

(c)  All registrations, filings, applications, notices, transfers,    
consents, approvals, orders, qualifications, waivers and other actions of any   
kind or otherwise required of any persons or governmental authorities or private
agencies in connection with the consummation of the transactions contemplated   
by, and the performance by Jandel of its obligations under the Merger Agreement 
having been made or obtained and all applicable waiting periods having expired  
or terminated, in each case upon terms and conditions reasonably satisfactory to
SPSS;                                                                           

    (d)  No action, suit or proceeding having been instituted by any person or
entity, or threatened by any governmental agency or body, before a court or     
governmental body, to restrain or prevent the consummation of the transactions  
contemplated by, or the performance by Jandel of its obligations under, the     
Merger Agreement or which seeks other relief with respect to any of such        
transactions or which could reasonably be expected to have a materially adverse 
effect on the businesses, results of operations, assets, financial condition or 
prospects of either Jandel or Jandel GmbH, and at the Closing Date, there being 
no injunction, restraining order or decree of any nature of any court or        
governmental agency or body in effect which restrains or prohibits the          
consummation of the transactions contemplated by the Merger Agreement;          

   (e)  SPSS having received the written opinion, dated the Closing Date, of
Johnston, Horton and Roberts, counsel to Jandel, or other counsel reasonably    
acceptable to Jandel, covering the matters set forth on an exhibit to the Merger
Agreement;                                                                      

(f)  SPSS having completed a due diligence investigation of Jandel and
Jandel GmbH, the results of which shall have been satisfactory to SPSS in its   
sole discretion;                                                                

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   (g)  SPSS having received from KPMG Peat Marwick LLP a letter dated as of
the Closing Date, in form and substance reasonably acceptable to SPSS, and      
stating that based on their procedures, no conditions exist which would preclude
accounting for the transaction as a pooling of interests;                       

(h)  No action having been taken by any government authority or any   
statute, rule, regulation or order, promulgated or issued by any governmental   
authority, or any proposal made for any such action by any governmental         
authority which is reasonably likely to be put into effect, that would prevent  
SPSS from accounting for the transactions contemplated under the Merger         
Agreement as a pooling of interests;                                            

   (i)  The Merger Agreement and the Merger having been approved and adopted
by the Shareholders in accordance with the CGCL and the Articles of             
Incorporation and By-Laws of Jandel;                                            

(j)  Prior to the Closing Date, Jandel having delivered to SPSS and   
Acquisition Subsidiary a letter identifying all persons who are "affiliates" of 
Jandel for purposes of applicable interpretations regarding the                 
pooling-of-interests method of accounting and Jandel shall use its best efforts 
to cause each such person to deliver to SPSS on or prior to the Closing Date an 
Affiliate Letter;                                                               

    (k)  At the Closing, the closing documents to be delivered by Jandel shall
be delivered to SPSS;                                                           

(l)  The Registration Statement having become effective and not being 
subject to any stop order proceeding; and                                       

(m)  At the closing, Joseph Osborn shall have entered into a          
Non-Competition Agreement with SPSS, substantially in the form attached as an   
exhibit to the Merger Agreement.                                                

Jandel's obligation to consummate the Merger is conditioned upon the  
following:                                                                      

    (a)  The representations and warranties of SPSS and Acquisition Subsidiary
being materially true and accurate on and as of the Closing Date with the same  
effect as though such representations and warranties had been made on and as of 
such date;                                                                      

(b)  SPSS and Acquisition Subsidiary having performed in all material 
respects all covenants and agreements required by the Merger Agreement to be    
performed by them on or before the Closing Date;                                

(c)  All registrations, filings, applications, notices, transfers,    
consents, approvals, orders, qualifications, waivers and other actions listed in
the Merger Agreement or otherwise required of any persons or governmental       
authorities or private agencies in connection with the consummation of the      
transactions contemplated by and the  performance of SPSS and Acquisition       
Subsidiary of their respective obligations under the Merger Agreement having    
been made or obtained and all applicable waiting periods having expired or been 
terminated;                                                                     

     (d) Jandel having received an opinion of Cooley Godward LLP that the Merger
will be treated as a tax-free reorganization for federal income tax purposes;   

     (e)  Jandel having received from KPMG Peat Marwick LLP a letter dated as of
the Closing Date, in form and substance reasonably acceptable to Jandel, stating
that, based on their procedures, no conditions exist which would preclude       
accounting for the transaction as a pooling of interests;                       

(f)  No action having been taken by any government authority or any   
statute, rule, regulation or order, promulgated or issued by any governmental   
authority, or any proposal made for any such action by any governmental         
authority which is reasonably likely to be put into effect, that would prevent  
SPSS from accounting for the transactions contemplated under the Merger         
Agreement as a pooling of interests;                                            

    (g)  No action, suit or proceeding having been instituted by any person or
entity, or threatened by any governmental agency or body, before a court or     
governmental body, to restrain or prevent the consummation of the transactions  
contemplated by, or the performance by SPSS or Acquisition Subsidiary of their  
respective obligations under, the Merger Agreement or which seeks other relief  
with respect to any of such transactions or which could reasonably be expected  
to have a materially adverse effect on the businesses, results of operations,   
assets, financial condition or prospects of either SPSS or Acquisition          
Subsidiary, and at the Closing Date, there being no injunction,                 

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restraining order or decree of any nature of any court or governmental agency   
or body in effect which restrains or prohibits the consummation of the          
transactions contemplated by the Merger Agreement;                              

     (h)  At the Closing, the documents to be delivered by SPSS as referenced in
the Merger Agreement having been delivered to Jandel;                           

  (i)  The Merger Agreement having been adopted and the Merger having been
approved by the Shareholders in accordance with the CGCL and the Articles of    
Incorporation and By-Laws of Jandel; and                                        

(j)  This Registration Statement having become effective and not being
subject to any stop order proceeding.                                           

INDEMNIFICATION                                                                 

Subject to the Cap and Basket (as hereinafter defined), SPSS and      
Acquisition Subsidiary and their affiliates and Representatives (as defined in  
the Merger Agreement) shall be indemnified and held harmless from and against   
any and all Losses (as defined in the Merger Agreement) arising out of or       
relating to (i) any breach of any representation or warranty set forth in the   
Merger Agreement or in any related schedule, or set forth in any closing        
certificate or other document entered into or delivered in connection with the  
Merger Agreement; (ii) any breach of any covenant, obligation or agreement of   
Jandel contained in the Merger Agreement, or set forth in any closing           
certificate or other document entered into or delivered in connection with the  
Merger Agreement; (iii) any fraudulent representation or intentional            
misrepresentation on the part of Jandel; (iv) any claim or cause of action by   
any shareholder or employee of Jandel arising out of or related to any act or   
omission of Jandel prior to the Effective Date or the transactions contemplated 
under the Merger Agreement; and (v) any tax liability or obligation asserted    
against SPSS or Acquisition Subsidiary and arising out of or related to tax     
periods ending on or prior to the Effective Date except as appropriately        
reserved for or Jandel's actions or omissions.                                  

   Subject to the Cap, SPSS, Acquisition Subsidiary and their affiliates and
Representatives shall be indemnified and held harmless from and against (i) any 
taxes of or incurred by either Jandel or Jandel GmbH for any taxable year or    
other period the return for which was filed or due on or before the Effective   
Date; (ii) any taxes incurred by either Jandel or Jandel GmbH for any taxable   
year or other period ending on or prior to the Effective Date, the return for   
which is filed or due after the Effective Date, to the extent in excess of the  
reserve for tax liability (excluding any reserve for deferred taxes established 
to reflect temporary differences between book and tax income) as set forth in   
its most recent balance sheet contained in Jandel's financial statements as     
that reserve is adjusted through the Effective Date; (iii) the pro-rata share   
of any taxes incurred by either Jandel or Jandel GmbH for any taxable year or   
other period beginning before and ending after the Effective Date, to the       
extent in excess of the reserve for tax liability (excluding any reserve for    
deferred taxes established to reflect temporary differences between book and    
tax income) set forth or included in its most recent balance sheet contained in 
Jandel's financial statements as that reserve is adjusted through the Effective 
Date; and (iv) all taxes of any corporation other than Jandel or Jandel GmbH    
which was at any time prior to the Effective Date a member of an "affiliated    
group" of corporations that included either Jandel or Jandel GmbH.              

   The indemnity provided in the Merger Agreement shall not exceed an amount
equal to 10% of the total shares of SPSS Common Stock to be issued to the Jandel
shareholders pursuant to the Merger (the "Cap") and any indemnification payment 
to be made to SPSS and Acquisition Subsidiary shall be satisfied solely out of  
the Escrowed Shares.  The indemnity provided in the Merger Agreement shall not  
apply until the cumulative amount of all claims for indemnity shall exceed      
$50,000 in the aggregate (the "Basket"). If the Basket is exceeded, SPSS shall  
be entitled to the excess, if any, of the full amount of all such claim over the
Basket, subject to the Cap. Notwithstanding the foregoing, the Basket shall not 
apply to the indemnities in the Merger Agreement for breach of any              
confidentiality obligation contained in the Merger Agreement or in any other    
closing document, or any fraud, willful misconduct, gross negligence or criminal
action on the part of Jandel, and shall not apply to any liability related to   
taxes and, notwithstanding anything contained or implied in the Merger          
Agreement, these indemnity obligations in the prior sentence shall survive the  
Closing without limitation, except as provided by the applicable statute of     
limitations (including any extension thereof).                                  

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Subject to the Cap, SPSS and Acquisition Subsidiary agree to indemnify
Jandel and its affiliates and the respective officers, directors, employees,    
agents and representatives of each of the foregoing against any and all losses  
relating to (i) any breach of any representation or warranty of either SPSS or  
Acquisition Subsidiary set forth in the Merger Agreement or any related         
schedule, or set forth in any closing certificate or other document entered into
or delivered by either SPSS or Acquisition Subsidiary in connection with the    
Merger Agreement; (ii) any breach of any covenant, obligation or agreement of   
either SPSS or Acquisition Subsidiary contained in the Merger Agreement or in   
any other closing document; and (iii) any fraudulent representation or          
intentional misrepresentation on the part of either SPSS or Acquisition         
Subsidiary; unless the claim or cause of action with respect thereto arises out 
of or is related to actions or omissions of Jandel prior to the Effective Date. 

AMENDMENT; TERMINATION                                                          

The Merger Agreement may be amended, modified or supplemented by the  
written agreement of each of the parties, upon the authorization of each        
company's respective Board of Directors and without further approval of Jandel's
shareholders, except that no amendment, modification or supplement may be       
effected without Jandel's shareholder approval if to do so would violate any    
applicable provisions of law.                                                   

     The Merger Agreement may be terminated and the Merger abandoned at any time
prior to the Effective Date by written notice delivered by SPSS to Jandel or by 
Jandel to SPSS in the following instances:                                      

(a)  by mutual consent of the Boards of Directors of SPSS, Jandel and 
Acquisition Subsidiary.                                                         

    (b)  by Jandel or SPSS if a material breach of any provision of the Merger
Agreement has been committed and such breach is not waived;                     

  (c)  by SPSS, if the conditions to SPSS' obligations to close the Merger
shall not have been complied with or performed in any material respect and such 
noncompliance or nonperformance shall not have been cured or eliminated by      
Jandel on or before December 31, 1996; or                                       

(d)  by Jandel, if the conditions to Jandel's obligations to close the
Merger shall not have been complied with or performed in any material respect   
and such noncompliance or nonperformance shall not have been or cannot be cured 
or eliminated by SPSS or before December 31, 1996; or                           

     (e)  by either SPSS or Jandel if the Merger shall not have been consummated
on or before December 31, 1996 or such later date as the parties may agree in   
writing.                                                                        

EFFECT ON JANDEL EMPLOYEES                                                      

     Within seven days of the Effective Date, the employment agreements with Dr.
John Osborn and Anne K. Osborn will be terminated for total consideration of    
$50,000.  Within a reasonable time after the Effective Date, SPSS shall provide 
reasonable severance packages to Jandel employees who are not retained for      
employment with SPSS.                                                           

INTERESTS OF CERTAIN PERSONS IN THE MERGER                                      

The Board of Directors of Jandel was aware of the interests of certain
persons in the Merger described below and considered them, among other matters, 
in approving the Merger Agreement and the transactions contemplated thereby.    

    As of the Record Date, the directors and executive officers of Jandel as a
group beneficially owned an aggregate of 168,293 shares of Jandel Common Stock  
(including exercisable options). Those shares will be treated in the Merger in  
the same manner as the shares of Jandel Common Stock held by other shareholders 
of Jandel, and all of those options will be treated in the Merger in the same   
manner as options to purchase Jandel Common Stock held by other employees of    
Jandel.                                                                         

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    EMPLOYMENT AGREEMENT.  Dr. John Osborn, Chairman of the Board of Directors
of Jandel and his wife, Anne K. Osborn, Treasurer of Jandel, have a multi-year  
employment and consulting agreement with Jandel.  Dr. and Mrs. Osborn have      
agreed to terminate the employment agreements in return for a payment of $50,000
by SPSS within seven days of the Effective Date.                                

SPSS and Joseph Osborn shall, as a condition to SPSS' obligations to  
consummate the Merger, enter into a noncompetition agreement.                   

    SEVERANCE ARRANGEMENT.  Within a reasonable time after the Effective Date,
SPSS shall provide reasonable severance packages to Jandel employees who are not
retained for employment with SPSS.  Such severance packages will grant one week 
severance pay for every year of service with Jandel.  However, in no event will 
an employee who is not retained for service with SPSS receive less than one     
month of severance pay.                                                         

EFFECTS OF MERGER                                                               

     Upon consummation of the Merger, Acquisition Subsidiary will merge with and
into Jandel, with Jandel as the surviving corporation, and Acquisition          
Subsidiary will cease to exist as a separate entity.  The Articles of           
Incorporation of Jandel will be amended to identify a new agent for service of  
process.                                                                        

     The Board of Directors and officers of SPSS will remain unchanged after the
Merger.  The Board of Directors and officers of Jandel after the Merger is      
consummated will consist of the Board of Directors and officers of Acquisition  
Subsidiary immediately prior to the Merger.                                     

CERTAIN FEDERAL INCOME TAX MATTERS                                              

The following discussion summarizes the material federal income tax   
considerations of the Merger that are generally applicable to holders of Jandel 
Common Stock.  This discussion is based on currently existing provisions of the 
Internal Revenue Code of 1986, as amended (the "Code"), existing and proposed   
Treasury Regulations thereunder and current administrative rulings and court    
decisions, all of which are subject to change.  Any such change, which may or   
may not be retroactive, could alter the tax consequences to SPSS, Jandel or the 
Jandel shareholders, as described herein.                                       

     Jandel shareholders should be aware that this discussion does not deal with
all federal income tax considerations that may be relevant to particular Jandel 
shareholders in light of their particular circumstances, such as shareholders   
who are dealers in securities, who are subject to the alternative minimum tax   
provisions of the Code, who are foreign persons or who acquired their shares in 
connection with stock option or employee stock purchase plans or in other       
compensatory transactions.  In addition, the following discussion does not      
address the tax consequences of the Merger under foreign, state or local tax    
laws or the tax consequences of transactions effectuated prior to or after the  
Merger (whether or not such transactions are in connection with the Merger).    
ACCORDINGLY, JANDEL SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS 
TO THE SPECIFIC CONSEQUENCES OF THE MERGER TO THEM, INCLUDING THE APPLICABLE    
FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE MERGER IN THEIR       
PARTICULAR CIRCUMSTANCES.                                                       

   Neither SPSS nor Jandel has requested, or will request, a ruling from the
Internal Revenue Service (the "IRS") with regard to any of the federal income   
tax consequences of the Merger.  As a condition to consummation of the Merger,  
Cooley Godward LLP, special counsel to Jandel, will render an opinion (the "Tax 
Opinion") to the Jandel shareholders, that the Merger will constitute a tax-free
reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code (a      
"Reorganization").  The Tax Opinion will be based on certain assumptions, as    
well as representations received from and to be received from SPSS, Jandel, SPSS
Acquisition, and the shareholders of Jandel and will be subject to the          
limitations discussed below.  Moreover, the Tax Opinion will not be binding on  
the IRS nor preclude the IRS from adopting a contrary position. The discussion  
below assumes that the Merger will qualify as a Reorganization, based upon the  
Tax Opinion.                                                                    

    Subject to the limitations and qualifications referred to herein, and as a
result of the Merger's qualifying as a Reorganization, the following federal    
income tax consequences should, under currently applicable law, result:         

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No gain or loss will be recognized for federal income tax purposes by 
the holders of Jandel Common Stock upon the receipt of SPSS Common Stock solely 
in exchange for such Jandel Common Stock in the Merger (except to the extent    
that cash is received in lieu of fractional shares).                            

The aggregate tax basis of the SPSS Common Stock so received by Jandel
shareholders in the Merger (including any fractional shares of SPSS Common      
Stock not actually received) will be the same as the aggregate tax basis of the 
Jandel Common Stock surrendered in exchange therefor.                           

The holding period of the SPSS Common Stock so received by each Jandel
shareholder in the Merger will include the period for which the Jandel Common   
Stock surrendered in exchange therefor was held, provided that the  Jandel      
Common Stock so surrendered is held as a capital asset at the  Effective Date   
of the Merger.                                                                  

Cash payments received by holders of Jandel Common Stock in lieu of   
fractional shares will be treated as if such fractional shares of SPSS Common   
Stock had been issued in the Merger and then redeemed by SPSS.  A Jandel        
shareholder receiving such cash will recognize gain or loss upon such payment,  
measured by the difference (if any) between the amount of cash received and the 
basis in such fractional shares.  The gain or loss should be capital gain or    
loss, provided that each such fractional share of SPSS Common Stock was held as 
a capital asset at the Effective Date of the Merger.                            

A holder of Jandel Common Stock who exercises dissenters' rights with 
respect to a share of Jandel Common Stock and receives a cash payment for such  
share generally should recognize capital gain or loss (if such share was held   
as a capital asset at the Effective Date of the Merger) measured by the         
differences between the shareholder's basis in such share and the amount of     
cash received, provided that such payment is not a Dividend Equivalent          
Transaction.  A sale of shares pursuant to an exercise of dissenters' rights    
generally will not be a Dividend Equivalent Transaction if, as a result of such 
exercise, the shareholder exercising dissenters' rights owns no shares of       
capital stock of SPSS (either actually or constructively within the meaning of  
Section 318 of the Code) immediately after the Merger.                          

   The Tax Opinion will be subject to certain assumptions and qualifications
and will be based on the truth and accuracy of certain representations of SPSS, 
Jandel, SPSS Acquisition and the shareholders of Jandel, including              
representations in certain certificates delivered to counsel by the respective  
managements of SPSS, Jandel and SPSS Acquisition and the shareholders of Jandel.

     One key assumption is that the "continuity of interest" requirement will be
satisfied in the Merger.  In order for this requirement to be met, shareholders 
of Jandel must not, pursuant to a plan or intent existing at or prior to the    
Effective Date of the Merger, dispose of so much of (i) their Jandel Common     
Stock in anticipation of the Merger, plus (ii) the SPSS Common Stock received in
the Merger (collectively, the "Planned Dispositions") such that the Jandel      
shareholders, as a group, would no longer have a "significant equity interest"  
in the Jandel business being conducted by SPSS after the Merger.  Jandel        
shareholders will generally be regarded as having a significant equity interest 
as long as the SPSS Common Stock received in the Merger (after taking into      
account Planned Dispositions), in the aggregate, represents a "substantial      
portion" of the entire consideration received by the Jandel shareholders in the 
Merger.  This requirement is frequently referred to as the "continuity of       
interest" requirement.  If the continuity of interest requirement is not        
satisfied, the Merger would not be treated as a Reorganization.  The law is     
unclear as to what constitutes a "significant equity interest" or a "substantial
portion."  The IRS ruling guidelines require 50% continuity (although such      
guidelines do not purport to represent the applicable substantive law).  The    
Merger Agreement and the Continuity of Interest Certificates contemplate that   
the 50% standard will be applied.  No assurance, however, can be made that the  
"continuity of interest" requirement will be satisfied, and if such requirement 
is not satisfied, the Merger will not be treated as a Reorganization.           

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A successful IRS challenge to the Reorganization status of the Merger 
would result in significant tax consequences.  A Jandel shareholder would       
recognize gain or loss with respect to each share of Jandel Common Stock        
surrendered equal to the difference between the shareholder's basis in such     
share and the fair market value, as of the Effective Date, of the SPSS Common   
Stock received in exchange therefor.  In such event, a shareholder's aggregate  
basis in the SPSS Common Stock so received would equal its fair market value,   
and the shareholder's holding period for such stock would begin the day after   
the Merger is consummated.                                                      

Even if the Merger qualifies as a Reorganization, a recipient of SPSS 
Common Stock would recognize income to the extent that, for example, any such   
shares were determined to have been received in exchange for services, to       
satisfy obligations or in consideration for anything other than the Jandel      
Common Stock surrendered.  Generally, such income is taxable as ordinary income 
upon receipt.  In addition, to the extent that a Jandel shareholder were treated
as receiving (directly or indirectly) consideration other than SPSS Common Stock
in exchange for such shareholder's Jandel Common Stock, gain or loss would have 
to be recognized.                                                               

   The federal income tax discussion set forth above is based on current law
but may not be specific to the situation of a particular shareholder.  Because  
of the complexity of the tax laws, and because the tax consequences to any      
particular shareholder may be affected by specific matters not common to all    
shareholders, it is recommended that Jandel shareholders consult their personal 
tax advisors concerning the consequences of the Merger to them, including the   
consequences of the application of federal, state, local and foreign tax laws,  
if any.                                                                         

ACCOUNTING TREATMENT                                                            

   The Merger, if completed as proposed, is expected to qualify as a pooling
of interests for accounting and financial reporting purposes.  Accordingly,     
under generally accepted accounting principles, as of the Effective Date, the   
assets and liabilities of Jandel will be combined with those of SPSS at their   
recorded book values and the shareholders' equity account of Jandel will be     
included as such in SPSS' consolidated balance sheet.  The financial statements 
of Jandel will be combined with the financial statements of SPSS on a           
retroactive basis for all prior periods.                                        

RESALE OF SPSS COMMON STOCK ISSUED IN THE MERGER

   No restrictions on the sale, pledge, transfer or other disposition of the
shares of SPSS Common Stock issued pursuant to the Merger will be imposed solely
as a result of the Merger, other than restrictions on the transfer of such      
shares issued to any Jandel shareholder who may be deemed to be an "affiliate"  
of SPSS or Jandel for purposes of Rule 145 promulgated under the Securities Act.
Directors, executive officers or holders of 10% or more of the outstanding      
shares of Jandel Common Stock may be deemed to be affiliates of Jandel for      
purposes of Rule 145.  Affiliates may not sell, pledge, transfer or otherwise   
dispose of the shares of SPSS Common Stock issued to them in exchange for their 
shares of Jandel Common Stock unless the requirements of Rule 145(d) are        
satisfied or the sale, pledge, transfer or disposition is otherwise in          
compliance with the Securities Act and the rules and regulations promulgated    
thereunder.  Generally, under Rule 145(d), an affiliate of Jandel will be       
permitted to sell, pledge, transfer or otherwise dispose of his or her shares of
SPSS Common Stock received pursuant to the Merger if one of the following is    
satisfied:                                                                      

(1)  The shares are sold in "broker's transactions" or in transactions
directly with a "market maker,"  the affiliate does not solicit or arrange for  
the solicitation of purchase orders or make any payments in connection with the 
sale to anyone other than the broker or market maker, and the number of shares  
sold, together with all other sales of SPSS Common Stock by such affiliate      
within the preceding three months, does not exceed one percent of the           
outstanding shares of SPSS Common Stock; or                                     

    (2)  The affiliate is not an affiliate of SPSS and has been the beneficial
owner of the SPSS Common Stock for at least two years, and there is certain     
publicly available information regarding SPSS.                                  

     In addition, shares of SPSS Common Stock issued to affiliates in the Merger
may not be sold, pledged, transferred or otherwise disposed of until such time  
as financial results covering at least 30 days of combined operations of SPSS   
and Jandel have been published within the meaning of Section 201.01 of the      
Commission's Codification of Financial Reporting Policies.                      

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 Share certificates for SPSS Common Stock issued to affiliates of Jandel
will bear a legend as follows:                                        

    The shares of stock evidenced by this certificate are subject to
       restrictions on transfer and may only be transferred pursuant to an
         effective registration statement under the Securities Act of 1933, as
      amended (the "Securities Act") or after the Issuer has received an
opinion from counsel or other written evidence in form and  
     substance satisfactory to the Issuer that the transfer will be in
        compliance with the requirements of Rule 145(d) or an exemption from
the registration requirements of the Securities Act.        

The foregoing is only a general statement of the restrictions on the  
disposition of the shares of SPSS Common Stock to be issued in the Merger.      
Accordingly, those shareholders of Jandel who may be affiliates of Jandel should
confer with legal counsel with respect to the resale restrictions.              

SPSS INC. 

DESCRIPTION OF BUSINESS                                                         

SPSS develops, markets and supports an integrated line of statistical 
software products that enable users to effectively bring marketplace and        
enterprise data to bear on decision-making.  The primary users of the Company's 
software are managers and data analysts in corporate settings, government       
agencies and academic institutions.  In addition to its widespread use in survey
analysis, SPSS software also performs other types of market research, as well as
quality improvement analyses, scientific and engineering applications and data  
reporting.  The current generation of SPSS Desktop products features a          
windows-based point-and-click graphical user interface, sophisticated           
statistical procedures, data access and management capabilities, report writing 
and integrated graphics.  The Company's products provide extensive analytical   
capabilities not found in spreadsheets, database management systems or graphics 
packages.                                                                       

   In its 20 years of operation, SPSS has become a widely recognized name in
statistical software.  The Company plans to leverage its current position to    
take advantage of the increased demand for software applications that not only  
provide ready access to the data that organizations collect and store, but also 
enable users to systematically analyze, interpret and present such information  
for use in decision-making.  Management believes the ease-of-use of the         
Company's current generation products, combined with the greater processing     
speed and storage capacity of the latest desktop computers, has substantially   
expanded the market for SPSS statistical software.                              

RECENT DEVELOPMENTS                                                             

 In the summer of 1993, the Company completed an initial public offering
(the "IPO") of SPSS Common Stock.  The SPSS Common Stock is listed on the       
Nasdaq National Market under the symbol "SPSS".  In early 1995, the Company and 
certain selling stockholders sold 1,865,203 shares of SPSS Common Stock in a    
public offering.                                                                

  After the underwriters' discounts and other offering expenses, the Company
received approximately $9,127,000 in net proceeds from its sale of 908,287      
shares of Common Stock in the offering.                                         

 As of December 29, 1995, the Company purchased substantially all of the
assets of one of its competitors, BMDP Statistical Software, Inc.  ("BMDP"), for
$850,000 in cash to BMDP and non-competition payments to the principal          
shareholder of BMDP.  In addition, the Company agreed to assume approximately   
$1,400,000 of BMDP's liabilities, consisting of telephone equipment and office  
machine lease obligations, accounts payable and advertising fees, accrued       
employment-related expenses, professional fees and bank loan and line of credit 
facilities.  In the fourth quarter of 1995, the Company recorded charges of     
approximately $1,051,000 representing a one-time write-off of acquired and in   
process technology and other acquisition-related charges.                       

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    On September 26, 1996, SPSS acquired Clear Software, Inc., a Massachusetts
corporation ("Clear Software" or "CLEAR"), for SPSS Common Stock valued at      
approximately $4.5 million in a merger accounted for as a pooling of interests. 
Clear Software is a developer and marketer of process management, analysis and  
documentation software products, including allCLEAR, a software package used    
primarily for describing complex business processes using flowcharts and other  
types of diagrams.  Clear Software has more than 120,000 users, and its 1995    
revenues were approximately $2.8 million.  SPSS will continue to operate the    
Clear Software business from the Clear Software offices in Newton,              
Massachusetts.                                                                  

SPSS believes that the acquisition of Clear Software brings important 
technology to the SPSS family of products, because unlike most flowcharting     
packages, which are primarily drawing programs, allCLEAR is built on a database 
which enables users to develop an initial diagram faster, make changes quickly  
and easily and try different views with a touch of a button.  Process diagrams  
are often important precursors to statistical analysis as well as useful        
presentation tools for business process re-engineering, quality improvement     
analysis, process documentation and scientific research.  Among the diagrams    
that can be produced in allCLEAR are presentation-quality flowcharts, process   
flow diagrams, organizational charts, network diagrams and fishbone diagrams.   

  SPSS has been selling Clear Software's software products since September
1995, when it became a value-added reseller of Clear Software's flagship        
product, allCLEAR III for Windows.   The two companies extended that agreement  
in January 1996 to include CLEAR Process, a process management software tool    
that gives users the ability to easily work with data, such as cost information,
as they explore process re-engineering alternatives.  The Company believes that 
the acquisition of Clear Software will enable SPSS to expand the reach of Clear 
Software's products with its greater resources and established distribution     
channels.  Currently, less than 5% of Clear Software's revenues are outside     
North America.  SPSS has an extensive worldwide distribution network, with 26   
sales offices and more than 60 distributors around the globe.  Last year,       
approximately 55% of SPSS' revenues were from outside North America, and SPSS   
offers its flagship product, SPSS for Windows, in eight languages: English,     
German, French, Italian, Spanish, Japanese, Catalan and Traditional Chinese.    
Clear Software recently unveiled versions of allCLEAR in Japanese and Czech.  A 
number of additional local-language versions of allCLEAR are currently under    
development by Clear Software.                                                  

    Net revenues for the quarter ended September 30 increased from $16,172,000
in 1995 to $18,998,000 in 1996, an increase of 17%. For the nine months ended   
September 30, net revenues increased from $47,400,000 in 1995 to $54,874,000 in 
1996, an increase of 16%. Operating income for the quarter increased from       
$2,289,000 in 1995 to $3,279,000 in 1996, a 43% increase between the periods.   
For the nine months, operating income increased from $6,498,000 in 1995 to      
$8,993,000 to 1996, a 38% increase. Net income for the quarter decreased from   
$1,568,000 in 1995 to $1,488,000 in 1996, a decrease of 5%. For the nine month  
period, net income increased from $4,512,000 in 1995 to $5,428,000 in 1996, a   
20% increase. The 1996 net income figures reflect a $980,000 pretax charge for  
merger costs related to the September combination with Clear Software.          

INDUSTRY BACKGROUND                                                             

Statistical analysis is a means of drawing reliable conclusions from  
numerical information about a given subject.  Such systematic analysis of       
numbers goes back to the seventeenth century, when statistics were used in      
determining insurance and annuity rates, as well as by political leaders in     
developing more effective economic policies.  The fundamental purposes and power
of statistical analysis remains the same today: to help decision makers         
understand and resolve problems by uncovering the causes underlying events and  
conditions. The Company believes that demand for statistical and other data     
analysis capabilities will continue to grow as decision-making becomes more     
complex and the consequences of decisions more significant.  To meet this       
demand, colleges and universities are training increasing numbers of people in  
the use of statistics.  In addition, more powerful desktop computers have made  
the means of applying statistics to solve problems more available, usable and   
affordable.                                                                     

 The market for statistical software is part of a much larger market for
data management, analysis and presentation software.  The largest segment of    
this market is comprised of persons examining data with spreadsheets, graphics  
packages and the reporting programs provided by database management systems. The
widespread use of these tools is due to their effectiveness in answering the    
what questions of data, such as what is the largest market for a product, or    
what was the default rate on loans, or what defects occurred in a manufacturing 
process and at what frequency.                                                  

Another smaller yet sizable and growing segment of this market uses   
statistical software in addition to these other data analysis tools to answer   
the why questions of data.  These questions most often deal with issues of      
causality and prediction, such as when a corporation wants to understand its    
success in a market, or a bank needs to distinguish good and bad credit risks   
prior to making loans, or a manufacturer seeks to reduce the number of defects  
in production by identifying the causes proactively.  Spreadsheet, graphics and 
database packages lack the necessary range and depth of analytical functionality
to adequately address these types of questions.                                 

 The Company believes that the worldwide demand for statistical software
will grow for the following reasons:                                            
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Organizations are demanding more useful information from the
    increasing amount of data being collected, organized and stored;

    Certain industries, such as manufacturing and healthcare, have a
        particularly critical and growing need for statistical analysis with
their increased focus on quality improvement;               

The number of people with a working knowledge of statistics 
continues to grow significantly; and                        

 The improved price and performance characteristics of desktop
      computers, together with the greater ease-of-use of graphical user
      interfaces, have eliminated many historical barriers to the use of
statistical software.                                       

MARKETS                                                                         

SPSS customers come from various industries requiring a wide range of 
statistical applications.  The Company focuses, however, on the following market
areas:                                                                          

    Market and Sales Analysis.  Almost all of the top marketing research firms
in North America are SPSS customers, and corporations worldwide use SPSS        
products to help target advertising and direct mail campaigns, test-market new  
products, identify changing customer characteristics, measure customer          
satisfaction and assess sales force productivity.                               

     Government.  SPSS software is used in almost every country of the world, at
all levels of government and in civilian as well as defense agencies.  The      
Company's products, for example, are used as part of the efforts of the Internal
Revenue Service of the United States to modernize its tracking systems, are used
by many municipal public safety agencies, have become the standard marketing    
tools in the recruitment programs of the United States Armed Forces and are     
employed as a statistical system for many national census programs.             

Scientific Research and Education.  SPSS software is used at virtually
every major college and university in the world, as well as a large number of   
government and commercial research centers.  In addition, academic              
administrators use SPSS products to monitor aspects of their operations, such as
attrition rates, changes in demographic profile of student populations and the  
success of fund-raising activities.                                             

Manufacturing.  Driven by rising costs, government regulation and     
increasingly competitive global markets, more and more manufacturing companies  
are implementing systems for statistical quality control and improvement.  SPSS 
software is currently used in a variety of manufacturing quality control        
applications, both in laboratories and on the shop floor.                       

STATISTICAL SOFTWARE PRODUCTS                                                   

    SPSS provides an integrated set of software products that enable end-users
to perform statistical analysis, including the generation of graphs and reports,
on a wide variety of computing platforms.  The product line is:                 

comprehensive in function across computing platforms;       

   modular, allowing users to purchase only the functionality they
need;                                                       

  tailored to desktop operating environments, where adherence to
    platform standards directly translates into greater usability of
products; and                                               

 localized for use in France, Germany, Italy, Japan, China and
Spanish-speaking countries.                                 

While there are some variations according to version and computing    
platform, the typical SPSS configuration is a Base System and add-on products.  
This Base System includes the user interface, data connectivity, data editing   
and statistical procedures, as well as graphing and reporting.  Add-on products 
provide additional functionality specific to a particular type of data analysis,
such as facilitating certain types of data entry, providing a wide variety of   

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specialized statistical capabilities and offering additional presentation       
capabilities.  These add-on products are either developed by SPSS or by third   
parties.  See "SPSS INC. - Reliance on Third Parties."                          

CLEAR SOFTWARE PRODUCTS                                                         

The CLEAR products have received many favorable reviews and industry  
awards. Clear Software's licensing and pricing alternatives vary by product     
and quantity sold.  allCLEAR accounts for most of the CLEAR products revenue,   
followed by CLEAR Process and CLEAR OrgCharts.  allCLEAR has a single user      
license with a list price of $299 with discounts for volume purchases.  Network 
licenses are available for 5 to 50 users for a one-time fee of $995 to $7,549.  
For all licenses, there are discounts for resellers and for government and      
academic purchasers.  CLEAR Process has a single user license price of $495 and 
network licenses range from $1,975 to $13,529 with discounts for resellers,     
distribution, government, academic, and volume purchases.  CLEAR OrgCharts is a 
low end product sold primarily through retail and OEM channels.  The suggested  
list price is $99 for a single user version; there is no network license        
available.  The Clear Software products are sold through distribution           
companies, Ingram Micro and Micro Central; distribution companies buy at a      
significant discount for sale to bona fide resellers.  Approximately 40% of     
Clear Software's business comes through distribution companies, corporate       
resellers, catalog and retail channels.  Clear Software offered, for an         
additional fee, technical support beyond the initial 60 days of free support    
and upgrades.                                                                   

  Clear Software had 20 distributors in markets outside the United States.
These distributors accounted for only about 5% of Clear Software's revenue.     
They purchased products from Clear Software at a discount off the US price      
list.  Two local language versions of allCLEAR are currently available.  Czech  
and Japanese; several other local language versions are under development.      

The following tables summarize the Company's software products:       

SPSS Product Line                 Key Functions and Features                  

SPSS Base         STATISTICS: Comprehensive range of descriptive statistics;
(Release 7.0)     frequency counts and percentages; cross tabulations (with 
                 tests of significance, chi-square residuals, and measures
                   of association); multiple response tabulations; exploratory
           data analysis (EDA); analysis of variance; t-tests,
              correlations; regression; curve fitting; nonparametric
  tests; statistical distribution functions.
              PRESENTATION AND GRAPHICS: Drag-and-drop pivot tables,
              Report writer; business charts (pie, bar, line, etc.),
                    statistical charts (histograms, scatterplot, box plots, time
                 series plots, etc.), quality improvement charts (control,
Pareto, etc.).                          
                 DATA MANAGEMENT: Spreadsheet data entry and editing; data
                 transformation and management routines; data connectivity
                   (including database links); reads files of any size (except
                under DOS).  Includes context-sensitive Help and on-line
statistical glossary.                   

Professional      Cluster analysis, factor analysis, discriminant analysis, 
Statistics        reliability analysis; multidimensional scaling, weighted  
(Release 7.0)     and two-stage least squares.                              
Advanced          Logistic and nonlinear regression, prohibit analysis,     
Statistics        general linear models, loglinear models, survival/life    
(Release 7.0)     tables analysis, repeated measures analysis of variance,  
              multivariate analysis of variance, matrix language and
library.                                

Categories        Conjoint analysis, optimal scaling procedures,            
    correspondence analysis, perceptual mapping.

Trends            Time series forecasting routines, including ARIMA with    
               Box-Jenkins models, efficient smoothing and seasonality
adjustments.                            

AMOS              Comprehensive linear structural models, with fit causal   
Tables            paths.  High-quality, complex stub-and-banner tables.     
Easily handles multiple response items. 

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DBMS/COPY Plus      Transparently converts data for use between databases,      
spreadsheets and statistics packages.   

Data Entry II       Customized forms enabling the entry and labeling of data    
           for use with SPSS software.  Available only on DOS.

SYSTAT PRODUCT LINE                      KEY FUNCTIONS AND FEATURES             

SYSTAT Base         STATISTICS: Comprehensive range of descriptive statistics;  
(Release 6.0)       cross tabulations;  Multivariate general linear models;     
                   analysis of variance and covariance; discriminant analysis;
                 canonical correlation; factor analysis; multi-dimensional
                   scaling; cluster analysis, time series analysis; non-linear
              estimation. PRESENTATION AND GRAPHICS: Business charts
                (pie, bar, line, etc.), comprehensive set of statistical
                 charts (histograms, scatterplot, box plots, math function
                 plots, fourier plots, contour plots 3-D data and function
                   plots, etc.), maps and geographic projections; overlaid and
                  multiple plots per page. DATA MANAGEMENT: Spreadsheet data
             entry and editing; data transformation and management
               routines; data import and export of certain file types;
          macro-processor and programming language. Includes
comprehensive on-line Help system.      

Testat              Summary statistics, reliability coefficients, standard      
                 errors of measures for selected score intervals, and item
                  analysis statistics for examining results from achievement
tests, psychological tests, etc.        

Logit               Binary, multinomial, and conditional logistic regression    
with maximum likelihood estimation.     

Survival            Extensive set of methods for survival, reliability, and     
life table analysis.                    

Design              Estimates sample sizes required to obtain desired           
statistical confidence levels.          

QI ANALYST PRODUCT LINE                  KEY FUNCTIONS AND FEATURES             

QI Analyst          Comprehensive set of SPC statistics, 21 quality improvement 
Version 2.0         chats and reporting.                                        
Available only on Windows.              

Gage R&R            Implementation and systematic testing of measurement        
Instruments.  Available only on Windows.

CLEAR PRODUCT LINE                       KEY FUNCTIONS AND FEATURES             

allCLEAR            Flow charting and process documentation.  Automatically     
                 creates from simple text presentation quality flowcharts,
              process flow diagrams, organizational charts, fishbone
diagrams, and other diagrams.           

CLEAR Process       Process management tool for graphing and analyzing          
                business and manufacturing process.  Creates flowcharts,
                simulates process flows, identifies critical and optimal
                  paths, performs what-if analysis, and creates presentation
graphics.                               

CLEAR OrgCharts     Creates organizational charts from text automatically.      
                  Also creates tournament grids, family trees and other tree
diagrams.                               

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                                                                [Download Table]


OTHER PRODUCTS                           KEY FUNCTIONS AND FEATURES           
                                                                              
Neural              Neural network-based product with features for prediction,
Connection          classification, time series analyst and data segmentation.
SPSS Diamond        Explores complex relationships in multivariate data;      
                    animated 3-D scatter plots; Parametric Snake plots;       
                    quadwise plot for viewing relationships between four      
                    variables; Ice, for simultaneously displaying up to nine  
                    dimension of data.                                        
MapInfo             Display data geographically, from world to street levels. 
CHAID               Segmentation analysis, highly efficient analysis of       
                    tabulations.  Available only on Windows and DOS.          
Teleform            Automated forms creation, distribution, and data entry    
                    using fax or scanner.  Available only on Windows.         
Office OMR          Automated forms data collection using a scanner or fax    
                    modem.  Works with forms created in any software package. 
                    Available on Windows.                                     


The Company's statistical software products have received numerous    
favorable reviews from trade and other publications.  SPSS and SYSTAT software  
fares well in comparative assessments against competitors' products.  In        
December 1995, the Company introduced SPSS for Windows 7.0 offering significant 
enhancements in usability and the display of results.                           

     The Company's licensing and pricing alternatives vary widely depending upon
the product, platform and quantities licensed.  List prices for perpetual       
single-user licenses of products designed for desktop computers ("Desktop       
products") in North America range from $295 to $895 for the SPSS Base System and
from $295 to $1,495 for each add-on product.  Multi-user network and site       
licenses typically require annual payments, and start from prices comparable to 
those for perpetual single-user licenses and run up to $20,000.  Perpetual      
network licenses are available with or without annual maintenance contracts.    
List prices of annual licenses designed for mainframes, minicomputers, and UNIX 
workstations ("Large System products") range from $4,500 to $15,000, while      
perpetual licenses for Large Systems products run from $9,000 to over $30,000.  
Pricing of SPSS licenses outside of North America is typically higher than      
domestic prices, and licenses outside of North America are more often annual    
licenses.  In addition to standard maintenance contracts for Large Systems      
products, for an annual fee SPSS offers an optional service plan to users of    
Desktop products that includes a toll-free number, free upgrades and discounts  
on certain products and services.                                               

The Company uses discounting primarily in connection with sales to    
educational institutions.  Because historically most of its customers were first
introduced to SPSS products in an academic setting, the Company believes that   
maintaining a large share of the academic market is of strategic importance.    
The Company also provides a discount from its usual commercial prices in        
connection with sales to the United States Government as posted on the General  
Services Administration Schedule.  Other than these instances, SPSS does not    
aggressively discount its products.  The Company permits returns of its products
within 60 days, which it believes to be standard in the industry.               

   Desktop products licensed for use by SPSS in certain countries outside of
North America are secured with an external hardware device that is required for 
operation.  In North America, network versions of Desktop products are similarly
secured.  The Company's Large Systems products, as well as multi-user versions  
on UNIX platforms, have for many years been secured with internal codes that    
enable product operation when annual licenses are renewed and license fee       
payments have been received.                                                    

PUBLICATIONS AND STUDENT SOFTWARE                                               

  SPSS authors and regularly updates a number of publications that include
user manuals and instructional texts.  The Company also develops student        
versions of its DOS, Windows and Macintosh products which are subsets of the    
SPSS Base System, designed for classroom use with SPSS textbooks or with other  
statistics instructional materials.                                             

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Since February 1993, most SPSS publications and student software have been      
distributed by the College Division of Prentice Hall under the terms of an      
exclusive, worldwide agreement.  See "SPSS INC. - Prentice Hall Agreement."     

TRAINING AND CONSULTING                                                         

   The Company offers a comprehensive training program with courses covering
product operations, statistical concepts and particular statistical             
applications.  These courses are regularly scheduled in cities around the world.
Organizations may also contract for on-site SPSS training tailored to their     
specific requirements.  SPSS offers consulting and customization services, where
an engagement may range from assisting a client in generating a single report to
performing a complex data analysis project to tailoring SPSS software for a     
particular application.  The Company plans to expand its training and consulting
activities during 1996.                                                         

SALES AND MARKETING                                                             

SPSS sells its products primarily through a well-developed, worldwide 
telesales and direct response organization.  Advertising, direct mail and       
customer references have proven the most effective method of generating new     
sales and sales leads.  The Company's order-taking group processes orders or    
directs leads to sales representatives.  Sales representatives work closely with
technical sales personnel throughout the sales process.  Although varying       
widely, sales of SPSS Desktop products are typically completed within 30 days   
and average about $1,200.                                                       

     The Company's database of existing customers provides an effective means of
selling add-on products, upgrades, and training or consulting services.         
Customers regularly receive direct mail from the Company on products and        
services.  For large sales opportunities, SPSS sales representatives and        
technical sales personnel personally visit prospects to make presentations, to  
give product demonstrations and to provide pre-sales consulting.  The Company   
also maintains an office in the Washington, D.C. area focused on sales to the   
United States Government.  The SPSS international sales operation consists of   
ten sales offices, in Europe and the Pacific Rim, as well as over 30 licensed   
distributors.  Overall, the Company is represented in over 50 countries.        
Transactions are customarily made in local currencies.                          

    SPSS publications and SPSS student versions are published by Prentice Hall
and sold by more than 300 Prentice Hall sales representatives working directly  
with faculty on college campuses worldwide.  The arrangement also permits       
Prentice Hall to bundle its various textbooks on statistics, market research and
quality improvement with SPSS student versions.                                 

  Current users of the Company's products comprise a significant source of
new sales leads.  Also important are the expert reviews of SPSS software in     
trade and market-specific publications.  The Company's marketing communications 
program includes exhibiting at trade shows, participating in professional       
association meetings, sponsoring seminars for prospects and customers,          
publishing its customer magazine and conducting user group meetings.            

CUSTOMER SERVICE AND TECHNICAL SUPPORT                                          

  The Company provides extensive customer service and technical support by
telephone, fax, mail and an electronic bulletin board, each of which promote    
customer satisfaction and obtain feedback on new products and beta releases.    
Technical support services provided to all licensees include assistance in      
product installation and product operation, as well as limited consulting in the
selection of statistical methods and interpretation of results.  Additional     
technical support services are available on a fee basis.                        

PRODUCT DEVELOPMENT                                                             

The Company plans to continue expanding its product offerings through 
internal development of new software products and enhancements, acquiring       
products, technologies and businesses complementary to the Company's existing   
product line, and forming partnerships with value-added resellers or other third
parties serving selected markets.                                               

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The Company's team of specialists in user interface design, software  
engineering, quality improvement, product documentation and statistics is       
responsible for developing, maintaining and enhancing the quality, usability and
statistical accuracy of all SPSS software.  The product development organization
is also responsible for authoring and updating all user documentation and other 
publications.  In addition, the Company maintains ongoing relationships with    
third-party software developers and publishers who provide software components  
and programs used in building SPSS products.                                    

Most statistical algorithms used by the Company in its products are   
published for the convenience of its customers.  SPSS employs full-time         
statisticians who regularly evaluate new algorithms and statistical techniques  
for inclusion in the Company's products.  SPSS also employs                     
statistically-trained professionals in its documentation, quality assurance,    
software design and software engineering groups.                                

The Company intends to continue to invest in product development.  In 
particular, the Company's 1996 development plan includes updates to SPSS for    
Windows, updates to its SYSTAT and QI Analyst products, and new add-on products.
The SYSTAT update was released in the third quarter of 1996.                    

    In the past, the Company has experienced delays in the introduction of new
products and product enhancements, primarily due to difficulties with particular
operating environments and problems with software provided by third parties.    
These delays have varied depending upon the size and scope of the project and   
the nature of the problems encountered.  From time to time the Company discovers
"bugs" in its products which are resolved through maintenance releases or       
periodic updates depending on the seriousness of the defect.                    

The SPSS product development staff currently includes approximately 90
professionals organized into groups for software design, statistical            
development, software engineering, documentation, quality assurance and         
computing services.  In 1993, 1994 and 1995, the Company's expenditures for     
product development, including capitalized software, were approximately $8.0,   
$9.0 and $10.2 million, respectively.                                           

  The Company also uses independent contractors in its product development
efforts.  Sometimes the Company uses such contractors to obtain technical       
knowledge and capability that it lacks internally.  For example, contractors are
engaged to perform conversions of SPSS products to computing platforms with     
which the Company is unfamiliar or which are too costly to acquire for          
development purposes.  SPSS has also outsourced maintenance, conversion and new 
programming for certain products to enable its internal development staff to    
focus exclusively on products which are of greater strategic significance.  The 
Company sometimes uses independent contractors to augment its development       
capacity at a lower cost.  For example, the Company has found the cost of using 
development centers in India to be significantly less than the cost of domestic 
development work of comparable quality.                                         

MANUFACTURING AND ORDER FULFILLMENT                                             

    To assure speed and efficiency in the manufacturing, order fulfillment and
delivery of its products, SPSS entered into the IBM Software Distribution       
Agreement in February 1993.  Since April 1993, all diskette duplication,        
documentation printing, packaging, warehousing, fulfillment and shipping of SPSS
products in the Western Hemisphere has been performed for the Company by IBM    
through Lotus, Inc.  The Company uses these services worldwide.  SPSS believes  
that, because of the sizable capacity of the IBM distribution centers and their 
around-the-clock operation, the Company can easily adapt to peak period demand, 
quickly manufacture new products for distribution and effectively respond to    
anticipated sales volumes.                                                      

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COMPETITION                                                                     

    The market for statistical software is both highly competitive and
fragmented.  SPSS is among the largest companies in the statistical software    
market, and, based upon sales and comparative assessments in trade              
publications, the Company believes that it competes effectively against its     
competitors, particularly on desktop computing platforms.  The Company          
considers its primary worldwide competitor to be the larger and better-financed 
SAS Institute ("SAS"), although the Company believes that SAS's revenues are    
derived principally from products that are used for purposes other than         
statistics and operate on large systems platforms.  StatSoft Inc., developers   
of the Statistica product ("Statistica"), Manugistics Group, Inc., distributors 
of the Statgraphics Plus product ("Statgraphics"), and Minitab, Inc.            
("Minitab") are also competitors, although their annual revenues from these     
statistical products are believed to be considerably less than the revenues of  
SPSS.  In addition to competition from other statistical software companies,    
SPSS also faces competition from providers of software for specific statistical 
applications.                                                                   

The Company competes primarily on the basis of the usability, 
functionality, performance, reliability and connectivity of its software        
products.  The significance of each of these factors varies depending upon the  
anticipated use of the software and the statistical training and expertise of   
the customer.  To a lesser extent, the Company competes on the basis of price.  
SPSS maintains pricing and licensing policies to meet market demand.  The       
Company believes it is able to compete successfully, especially with its        
Desktop products, as a result of the graphical user interface, comprehensive    
analytical capabilities, efficient performance characteristics, local language  
versions, consistent quality and connectivity features of its software          
products, as well as its worldwide distribution capabilities and widely         
recognized name.                                                                

     In the future, SPSS may face competition from new entrants into the
statistical software market.  The Company could also experience competition     
from companies in other sectors of the broader market for data management,      
analysis and presentation software, such as providers of spreadsheets, database 
management systems, report writers and executive information systems, who could 
add enhanced statistical functionality to their existing products.  Some of     
these potential competitors have significantly more capital resources,          
marketing experience and research and development capabilities than SPSS.       
Competitive pressures from the introduction of new products by these companies  
or other companies could have a material adverse effect on the Company.         

INTELLECTUAL PROPERTY                                                           

     The Company attempts to protect its proprietary software with trade
secret laws and internal nondisclosure safeguards, as well as copyrights and    
contractual restrictions on copying, disclosure and transferability that are    
incorporated into its software license agreements.  The Company licenses its    
software only in the form of executable code, with contractual restrictions on  
copying, disclosures and transferability.  Except for licenses of its products  
to users of Large System products and annual or perpetual multi-user licenses   
of its Desktop products, the Company licenses its products to end-users by use  
of a "shrink-wrap" license, as is customary in the industry.  It is uncertain   
whether such license agreements are legally enforceable.  The source code for   
all of the Company's products is protected as a trade secret and as unpublished 
copyrighted work.  In addition, the Company has entered into confidentiality    
and nondisclosure agreements with its key employees.  Despite these             
restrictions, it may be possible for competitors or users to copy aspects of    
the Company's products or to obtain information which the Company regards as a  
trade secret.  The Company has no patents.  Judicial enforcement of copyright   
laws may be uncertain, particularly outside of North America.  Copyright, trade 
secret and trademark protection for the Company's products may be unavailable or
unreliable in certain foreign countries.  Preventing unauthorized use           
of computer software is difficult, and software piracy is expected to be a      
persistent problem for the packaged software industry.  These problems may be   
particularly acute in international markets.                                    

The Company uses a variety of trademarks with its products.   
Management believes there are currently ten  trademarks in use which are        
material to the Company's business: (i) SPSS; (ii) SPSS/PC+; (iii) Categories;  
(iv) QI Analyst; (v) SPSS Real Stats, Real Easy.; (vi) SYSTAT; (vii) BMDP;      
(viii) CHAID; (ix) Strategen and (x) CLEAR.  SPSS is a registered trademark     
used in connection with virtually all of the Company's products, other than     
DOS-based products.  SPSS/PC+ is an unregistered trademark used in connection   
with the Company's DOS-based products.  Categories is a registered trademark    
used with the Company's correspondence analysis products on all platforms.  QI  
Analyst is the subject of a pending application for registration and is being   
used with the Company's new statistical process control software for Windows.   
SPSS Real Stats, Real Easy, is an unregistered trademark used in connection     
with SPSS products generally.  SYSTAT is a registered trademark used in         
connection with the Company's SYSTAT                                            

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products on all platforms.  BMDP is a trademark used in connection with the     
Company's BMDP products on all platforms.  CLEAR is a trademark used in         
connection with the Company's recently acquired CLEAR products on all           
platforms.  Many of the Company's other trademarks include one of the           
trademarks described herein.  The Company has registered certain of its         
trademarks in the United States and certain of its trademarks in a number of    
other countries, including the Benelux countries, France, Germany, the United   
Kingdom, Japan, Singapore and Spain.  Registration of a trademark confers a     
number of advantages over reliance on common law rights.  Registration of a     
trademark generally constitutes prima facie evidence of the validity of the     
mark and the registrant's ownership of and exclusive right to use the mark and, 
in some jurisdictions, constitutes constructive notice of ownership sufficient  
to eliminate any defense of good faith adoption or use after the date of        
registration.                                                                   

Due to the rapid pace of technological change in the software 
industry, the Company believes that patent, trade secret and copyright          
protection are less significant to its competitive position than factors such   
as the knowledge, ability and experience of the Company's personnel, new        
product development, frequent product enhancements, name recognition and        
ongoing reliable product maintenance and support.                               

 The Company believes that its products and trademarks and other
proprietary rights do not infringe the proprietary rights of third parties.     
There can be no assurance, however, that third parties will not assert          
infringement claims in the future.                                              

RELIANCE ON THIRD PARTIES                                                       

The Company has entered into a perpetual nonexclusive license   
agreement (the "HOOPS Agreement") with Autodesk, Inc. ("Autodesk") that permits 
the Company to incorporate a graphics software program known as the HOOPS       
Graphics System into the Company's products.  Under the terms of the HOOPS      
Agreement, the Company is currently required to pay a maximum of $100,000 in    
royalties to Autodesk based on the amount of revenues received by the Company   
from products which incorporate the HOOPS Graphics System.  The Company may     
terminate the HOOPS Agreement at any time.  Autodesk may terminate the HOOPS    
Agreement on the occurrence of a material, uncured breach of the HOOPS          
Agreement by SPSS.                                                              

The Company also licenses certain other software programs from  
third-party developers and incorporates them into the Company's products.  Many 
of these are exclusive worldwide licenses which terminate upon varying dates.   
The Company believes that it will be able to renew non-perpetual licenses or    
that it will be able to obtain substitute products if needed.                   

IBM SOFTWARE DISTRIBUTION AGREEMENT                                             

In February 1993, the Company entered into the IBM Software     
Distribution Agreement, under which IBM manufactures and packages the Company's 
software products and distributes the Company's software products to the        
Company's domestic and international customers and certain international        
subsidiaries.  The IBM Software Distribution Agreement has a five-year term, and
the Company may terminate it upon 90 days' written notice.  IBM may terminate   
the IBM Software Distribution Agreement only for cause, also upon 90 days'      
written notice.  If IBM discontinues its software manufacturing and distribution
business during the term of the IBM Software Distribution Agreement, IBM may, at
its option, find a suitable replacement vendor for the Company, or pay the      
Company liquidated damages.  Beginning in 1996, Lotus, Inc. became responsible  
for distributing on IBM's behalf.  If IBM materially breaches the IBM Software  
Distribution Agreement, it is required to reimburse the Company for certain     
amounts reasonably incurred by the Company to cure customer satisfaction        
problems caused by the breach and to re-establish the Company's software        
manufacturing and distribution capabilities.                                    

PRENTICE HALL AGREEMENT                                                         

      The Company entered into the Prentice Hall Agreement in February 1993.
Under the Prentice Hall Agreement, the Company granted to Prentice Hall the     
exclusive, worldwide right to publish and distribute all SPSS                   
publications, including student versions of SPSS for DOS and Windows.  The      
Company received advance royalty payments in the amount of $4.0 million,        
payable as follows: (i) $1.6 million was paid upon execution of the Agreement,  
(ii) $1.6 million was paid in January 1994, and (iii) $800,000 was paid in      
February 1995.  The Prentice Hall Agreement also provides for reductions in     
advance royalties if operational versions of the student software are not       
delivered to                                                                    

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Prentice Hall by specified dates, and for additional advance royalties for new  
types of student software developed by the Company.  The Prentice Hall Agreement
has an initial five-year term which ends in 1998, with an option to renew for   
an additional five years under certain conditions.                              

COMPUTER SOFTWARE DEVELOPMENT COMPANY                                           

    In 1981, the Company entered into a software development agreement
with the Computer Software Development Company ("CSDC") to obtain funding of    
approximately $2.0 million for development of software including two Large      
Systems products, SPSS Graphics and SPSS Tables, and one Desktop product,       
SPSS/PC+ Tables.  The Company entered into two software purchase agreements     
with CSDC, under which the Company is required to pay CSDC royalties through    
the year 2001 based on a percentage of "net revenues" (as defined in the        
agreements) from Large Systems software products developed with CSDC funds.     
Under these agreements, the Company incurred to CSDC royalties of approximately 
$265,000, $260,000 and $274,000 in 1993, 1994 and 1995, respectively.  Norman   
Nie, the Chairman of the Board of the Company, is a limited partner of CSDC.    

SEASONALITY                                                                     

    The Company's quarterly operating results fluctuate due to several
factors, including the number and timing of product updates and new product     
introductions, delays in product development and introduction, purchasing       
schedules of its customers, changes in foreign currency exchange rates, product 
and market development expenditures, the timing of product shipments, changes   
in product mix, timing and cost of acquisitions and general economic            
conditions.  Because the Company's expense levels are to a large extent based   
on its forecasts of future revenues, operating results may be adversely         
affected if such revenues fall below expectations.  Accordingly, the Company    
believes that quarter-to-quarter comparisons of its results of operations may   
not be meaningful and should not be relied upon as an indication of future      
performance.  The Company has historically operated with very little backlog    
because its products are generally shipped as orders are received.  As a        
result, revenues in any quarter are dependent on orders shipped and licenses    
renewed in that quarter.  The Company has experienced a seasonal pattern in its 
operating results with the fourth quarter typically having the highest          
operating income.  For example, excluding acquisition and other nonrecurring    
charges, the percentage of the Company's operating income realized in the       
fourth quarter was 40% in 1993, 41% in 1994 and 41% in 1995.  In addition, the  
timing and amount of the Company's revenues are subject to a number of factors  
that make estimation of operating results prior to the end of a quarter         
uncertain.  A significant portion of the Company's operating expenses are       
relatively fixed, and planned expenditures are based primarily on revenue       
forecasts.  More specifically, in the fourth quarter, the variable profit       
margins on modest increases in sales volume at the end of the quarter are       
significant.  Should the Company fail to achieve such fourth quarter revenue    
increases, net income for the fourth quarter and the full year could be         
materially reduced.  Generally, if revenues do not meet the Company's           
expectations in any given quarter, operating results will be adversely          
affected.  Although the Company has been profitable in each of the eight        
quarters up to and including the quarter ending June 30, 1994, the Company      
experienced a net loss of $137,000 in the third quarter of 1994 due to a        
one-time write-off of $1,928,000 for acquired and in-process technology and     
other acquisition-related charges recorded in connection with the Company's     
acquisition of SYSTAT.  However, the Company has been profitable in the five    
quarters ending December 31, 1994 through December 31, 1995.  There can be no   
assurance that profitability on a quarterly or annual basis can be achieved or  
sustained in the future.                                                        

EMPLOYEES                                                                       

The Company has approximately 452 employees (approximately 288
domestically and approximately 164 internationally), including approximately    
269 in sales and marketing, approximately 119 in product development and        
approximately 64 in general and administrative.  The Company believes it has    
generally good relationships with its employees.  None of its employees are     
members of labor unions.                                                        

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FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES    

        The following table sets forth financial information about foreign and
domestic operations.  Such information may not necessarily be indicative of     
trends for future periods.                                                      

                                                        [Enlarge/Download Table]

                                             YEAR ENDED DECEMBER 31,                 
                                 1993                 1994                 1995      
                             -------------        -------------        ------------- 
                                                                                     
Sales to unaffiliated                                                                
customers:                                                                           
   United States             $  25,172,000        $  28,246,000         $ 31,210,000 
   Europe & India               16,539,000           18,983,000           23,789,000 
   Pacific Rim                   2,880,000            7,269,000           10,785,000 
                             -------------        -------------        ------------- 
     Total                   $  44,591,000        $  54,498,000         $ 65,784,000 
                             =============        =============        ============= 
Sales or transfers between                                                           
   geographic areas:                                                                 
   United States             $   8,673,000        $  11,506,000        $  14,310,000 
   Europe & India               (7,512,000)          (8,508,000)         (10,238,000)
   Pacific Rim                  (1,161,000)          (2,998,000)          (4,072,000)
                             -------------        -------------        ------------- 
     Total                  $            0       $            0       $            0 
                             =============        =============        ============= 

Operating income (loss):                                                             
United States                $   5,561,000        $   5,676,000        $   5,221,000 
Europe & India                   1,090,000              416,000              581,000 
Pacific Rim                        (43,000)              53,000            1,245,000 
                             -------------        -------------        ------------- 
Total                        $   6,608,000        $   6,145,000        $   7,047,000 
                             =============        =============        ============= 



                                                   DECEMBER 31,                      
                                 1993                 1994                 1995      
                             -------------        -------------         ------------ 
                                                                                     
Identifiable assets:                                                                 
   United States             $  16,492,000        $  22,364,000         $ 32,037,000 

   Europe & India                4,867,000            6,348,000            7,343,000 
   Pacific Rim                     496,000            3,082,000            2,463,000 
                             -------------        -------------        ------------- 
     Total                   $  21,855,000        $  31,794,000         $ 41,843,000 
                             =============        =============        ============= 


 The Company's revenues from operations outside of North America
accounted for approximately 45%, 51% and 55% of the Company's revenues in 1993, 
1994 and 1995, respectively.  The Company expects that revenues from            
international operations will continue to represent a large percentage of its   
net revenues and that this percentage may increase, particularly as the Company 
further "localizes" the SPSS product line by translating its products into      
additional languages.  International operations are subject to various risks,   
including greater difficulties in accounts receivable collection, longer        
payment cycles, exposure to currency fluctuations, political and economic       
instability and the burdens of complying with a wide variety of foreign laws    
and regulatory requirements.  The Company also believes that it is exposed to   
greater levels of software piracy in international markets because of the       
weaker protection afforded intellectual property in some foreign jurisdictions. 
As the Company expands its international operations, the risks described above  
could increase and, in any event, could have a material adverse effect on the   
Company.  See "SPSS INC. - Sales and Marketing," "Management's Discussion and   
Analysis of SPSS' Financial Condition and Results of Operations," and Note 3,   
International Subsidiaries, of the "Notes to Consolidated Financial             
Statements."                                                                    

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PROPERTIES                                                                      

 The Company's principal administrative, marketing, training and
product development and support facilities are located in Chicago, Illinois and 
consist of an aggregate of approximately 64,000 square feet, subject to leases  
terminating in October 1998.  The aggregate annual gross rental payments on     
these leases were approximately $1,634,000 in 1995.                             

 In addition, the Company leases sales office space in Virginia,
Massachusetts, The Netherlands, The United Kingdom, Germany, Sweden, France,    
Singapore, Australia and Japan.                                                 

        Apart from its offices in Japan and Australia, which the Company plans
to move to larger facilities, SPSS believes its facilities are adequate for its 
present needs.                                                                  

LEGAL PROCEEDINGS                                                               

   SPSS is not a party to any litigation other than ordinary routine
litigation incidental to its business.                                          

    During 1994 and 1995, SPSS carried $2,000,000 of primary directors
and officers coverage from the Lexington Insurance Company (AIG) and            
$1,000,000 excess liability D&O coverage from the Agricultural Insurance        
Company, Great American Insurance Group.                                        

PRINCIPAL SHAREHOLDERS OF SPSS                                                  

        The following table sets forth, as of October 15, 1996, the number and
percentage of shares of Common Stock beneficially owned by (i) each person      
known by the Company to own beneficially more than 5% of the outstanding shares 
of the Common Stock, (ii) each director of the Company, (iii) each named        
executive officer of the Company and (iv) all directors and executive officers  
of the Company as a group.  Unless otherwise indicated in a footnote, each      
person possesses sole voting and investment power with respect to the shares    
indicated as beneficially owned.                                                

   The business address for MSVCF, Mr. de Chazal and Mr. Lutz is the
office of Morgan Stanley at 1221 Avenue of the Americas, New York, New York     
10020.  The business address of Geocapital II, L.P.  ("Geocapital") is One      
Bridge Plaza, Fort Lee, New Jersey 07024.  The business address of Mr.          
Goldstein is the office of Broadview Associates, L.P., One Bridge Plaza, Fort   
Lee, New Jersey 07024.  The business address of Fredric Harman is the office of 
Oak Investment Partners, 525 University Avenue, Suite 1300, Palo Alto,          
California 94301.  The business address of each other person listed below is    
444 North Michigan Avenue, Chicago, Illinois 60611.                             

                                                        [Enlarge/Download Table]

                                                                                              PERCENT OWNED   
                                                             SHARES                      ---------------------
                                                          BENEFICIALLY                     PRE         POST   
NAME                                                        OWNED(1)                     MERGER       MERGER  
--------------------------------------------------------------------------------------------------------------
                                                                                                              
Norman H. Nie, individually, as Trustee of the                                                                
  Nie Trust and as a Director and President                                                                   
  of the Norman and Carol Nie Foundation(1)                1,361,577                      18.3%          17.4%
Jack Noonan(2)                                               149,196                       2.0%          *    
Bernard Goldstein(3)                                          74,689                       1.0%          *    
Louise Rehling(4)                                             84,500                       1.1%          *    
Edward Hamburg(5)                                             86,987                       1.2%          *    
Mark Battaglia(6)                                             57,370                         *           *    
Susan Phelan(7)                                               57,110                         *           *    
Ian Durrell(8)                                                41,987                         *           *    
Merritt M. Lutz                                               18,833                         *           *    
Guy de Chazal                                                 13,353                         *           *    
Fredric Harman                                                    48                         *           *    
All directors and executive officers as a group                                                               
  (11 persons)(9)                                          1,945,650                      23.6%               

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*  The percentage of shares beneficially owned does not exceed 1% of the Common 
Stock.                                                                          

(1)      Includes 69,944 shares which are subject to currently exercisable      
    options; 110,433 shares held of record by the Norman and Carol Nie
     Foundation (the "Nie Foundation"); and 1,181,200 shares held by the
       Nie Trust.  Professor Nie shares voting and investment power over the
110,433 shares held by the Nie Foundation with Carol Nie.     

(2)      Includes 145,771 shares subject to currently exercisable options.      

(3)      Includes 43,966 shares held beneficially and of record by Geocapital.  
   Mr. Goldstein is a managing partner of BVA Associates, one of the
  general partners of Geocapital.  Mr. Goldstein is also a limited
      partner of Geocapital.  Mr. Goldstein disclaims beneficial ownership
of these shares.                                              

(4)      Includes 70,320 shares subject to currently exercisable options.       

(5)      Includes 76,987 shares subject to currently exercisable options.       

(6)      Includes 56,987 shares subject to currently exercisable options.       

(7)      Includes 55,185 shares subject to currently exercisable options.       

(8)      Mr. Durrell is the beneficial owner of these shares, which consist     
       solely of 41,987 shares subject to currently exercisable options held
of record by Valletta.                                        

(9)      Includes 517,181 shares subject to currently exercisable options.      

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MANAGEMENT OF SPSS                                                              

      The following table sets forth certain information as of October 31,
1996, with respect to each person who is an executive officer or director of    
the Company.                                                                    

                                                        [Enlarge/Download Table]

         NAME            AGE                               POSITION                                   
         ----            ---                               --------                                   
                                                                                                      
Norman Nie                53  Chairman of the Board of Directors                                      
Jack Noonan               49  Director, President and Chief Executive Officer                         
Edward Hamburg            45  Senior Vice President, Corporate Operations, Chief Financial Officer and
                              Secretary                                                               
Louise Rehling            52  Senior Vice President, Product Development                              
Mark Battaglia            36  Vice President, Corporate Marketing                                     
Ian Durrell               54  Vice President, International                                           
Susan Phelan              39  Vice President, Domestic Sales and Services                             
Guy de Chazal(1)          48  Director                                                                
Bernard Goldstein(1)(2)   65  Director                                                                
Fredric Harman (1)(2)     36  Director                                                                
Merritt Lutz(1)(2)        54  Director                                                                

(1)  Member of the Compensation Committee                                       

(2)  Member of the Audit Committee                                              

      SPSS' Board of Directors has met seven times thus far in fiscal year
1996. The Board of Directors has a standing Compensation Committee consisting   
of Messrs. de Chazal, Goldstein, Harman and Lutz, each a non-employee director. 
The Compensation Committee's primary functions are to make recommendations to   
the Board of Directors concerning remuneration arrangements for senior          
management and to review and make recommendations concerning the administration 
of certain Company benefit plans.  The Compensation Committee has not held any  
meetings thus far in fiscal year 1996.                                          

     The Board of Directors has a standing Audit Committee consisting of
Messrs. Goldstein, Harman and Lutz, each a non-employee director.  Among the    
Audit Committee's functions are making recommendations to the Board of          
Directors regarding the continued engagement of independent auditors, reviewing 
with the independent auditors and the Company's financial management the        
financial statements and results of the audit engagement, reviewing the         
adequacy of the Company's system of internal accounting controls and reviewing  
and approving audit and nonaudit fees.  Although the Audit Committee did not    
meet in 1995, the Board of Directors met as a whole with the Company's          
independent auditors, KPMG Peat Marwick LLP, during 1995 to discuss audit and   
accounting matters.                                                             

 Non-employee directors of the Company are currently entitled to
receive an annual retainer of $30,000.  Each director is also reimbursed by the 
Company for reasonable expenses incurred in connection with services provided   
as a director.  The Company may substitute stock options for all or a portion   
of the current annual retainer.  Professor Nie receives compensation of         
$100,000 per year for his services as Chairman of the Board and for product     
development work on a part-time basis.                                          

EMPLOYMENT AGREEMENTS                                                           

      The Company entered into an employment agreement with Jack Noonan on
January 14, 1992.  This employment agreement provides for a one-year term with  
automatic one-year extensions unless Mr. Noonan or the Company gives a written  
termination notice at least 90 days prior to the expiration of the initial term 
or any extension thereof.  It also provides for a base salary of $225,000       
during the initial term, together with the same benefits provided to other      
employees of the Company.  Mr. Noonan's base compensation is subject to annual  
review by the Board of Directors and was increased to $235,000 for 1993, 1994   
and 1995.  If the Company terminates Mr. Noonan's employment without cause, the 
Company must pay Mr. Noonan an amount equal to 50% of Mr. Noonan's annual base  
salary in effect at the time of termination.  This amount is payable in 12      
equal monthly                                                                   

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installments, and the obligation to make these payments ceases if Mr. Noonan    
finds other employment at a comparable salary.  The employment agreement        
requires Mr. Noonan to refrain from disclosing confidential information of the  
Company and to abstain from competing with the Company during his employment    
and for a period of one year thereafter.  Except for the employment agreements  
with Mr. Noonan and Dr. Wilkinson, and a management services agreement with     
Valletta described below (pursuant to which Ian Durrell has been engaged to act 
as Vice President, International and to head the Company's non-Western          
Hemisphere operations), none of the senior management or key technical          
employees of the Company are subject to employment or similar agreements,       
although the Company does have confidentiality and work-for-hire agreements     
with many of its key management and technical personnel.                        

        The Company entered into an employment agreement with Leland Wilkinson
on September 23, 1994 to be employed by SPSS as Senior Vice President, SYSTAT   
Products.  The employment agreement continues through December 31, 1999 and     
provides for a base annual salary of $135,000 plus a bonus and other fringe     
benefits customarily received by other SPSS senior executives.  In addition, he 
was granted options to purchase an aggregate of 135,000 shares of Common Stock  
at a price of $9.00 per share.  These options vest on the same schedule as      
options granted under the Amended 1991 Stock Option Plan.  The employment       
agreement provides that Dr.  Wilkinson's salary and bonus shall be reviewed     
each year by the Board of Directors and that he shall participate in the        
Company's bonus plan to the same extent as other comparable Company executives. 
The employment agreement may be terminated prior to its expiration by Dr.       
Wilkinson or the Company effective 45 days after written notice by either       
party.  If the employment agreement is terminated by Dr. Wilkinson, he shall    
receive a pro-rata share of his salary and bonus earned through the date of     
termination.  In the event the employment agreement is terminated by the        
Company without cause, Dr. Wilkinson is entitled to receive his annual base     
salary and bonus until the expiration date of the employment agreement.  The    
employment agreement requires that Dr.  Wilkinson refrain from disclosing any   
confidential information of the Company and that he shall have no right, title  
or interest in any of such confidential information, including any that Dr.     
Wilkinson has developed or develops during his employment with SPSS.  The       
employment agreement also requires that Dr. Wilkinson abstain from competing    
with the Company during his employment and for a period of six months           
thereafter.                                                                     

MANAGEMENT SERVICES AGREEMENT                                                   

   The Company has entered into a management services agreement with
Valletta, pursuant to which Ian Durrell's services are provided to the Company. 
Either Valletta or the Company may terminate the agreement at any time upon 30  
days' written notice; provided that, if the Company terminates the agreement    
under the 30-day notice provision without cause, Valletta is entitled to        
termination payments equal to 50% of its annual compensation then in effect in  
six equal monthly installments.  The Agreement provides that Valletta is to     
receive annual compensation at a rate established by the Board of Directors     
plus incentive compensation if specified performance standards are satisfied.   
For 1995, Valletta's aggregate compensation, including bonus, was $243,070.     
The management services agreement requires Valletta to refrain from disclosing  
confidential information about the Company and to abstain from competing with   
the Company during the term of the management services agreement and for a      
period of eighteen months thereafter.  Mr. Durrell has agreed to be bound by    
the terms and conditions of the management services agreement.                  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
SPSS' FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

      The following Management's Discussion and Analysis has been prepared
on the basis of the Supplemental Consolidated Financial Statements included     
elsewhere herein.                                                               

OVERVIEW                                                                        

The original Statistical Package for the Social Sciences was  
introduced in 1969, and the Company was incorporated in 1975. The first SPSS    
products were almost exclusively used by academic researchers working on        
mainframe systems. The Company has subsequently transformed and enhanced its    
core product technology, broadened its customer base into the corporate and     
government sectors, significantly expanded its sales and marketing capabilities 
and adapted its products to changing hardware and software technologies.  SPSS  
software was adapted to minicomputers in the late 1970s and to desktop          
platforms, including high-end workstations and personal computers, in the       
mid-1980s.  In June 1992, the Company introduced its first windows-based        
graphical user interface product,                                               

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SPSS for Windows, which it has since updated three times, and released versions 
for Macintosh computers and major UNIX/Motif platforms.  Approximately 52% of   
the current SPSS customer base works in corporate settings, with another 31% in 
academic institutions and 17% in government agencies. The SPSS sales and        
marketing force now numbers more than 280 professionals in 10 Company offices   
worldwide.                                                                      

 In recent years SPSS has experienced a significant shift in the
sources of its revenues. Between 1991 and 1995, Desktop product license         
revenues increased from approximately 45% to 74% of total net revenues, while   
Large Systems software license revenues declined from approximately 43% to 16%. 
Gross margins associated with the Company's Desktop products are slightly lower 
than those associated with its Large Systems products. Shifts in the product    
mix may, as a result, cause fluctuations in gross margins. In addition, the     
portion of the Company's net revenues derived from international operations     
increased from 45% to 55% between 1991 and 1995. Management expects these       
trends to continue in 1996. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF        
SPSS FINANCIAL CONDITION AND RESULTS OF OPERATIONS -International Operations."  

RESULTS OF OPERATIONS                                                           

The following table sets forth certain statement of operations data as a        
percentage of net revenues for the years indicated.                             

                                                        [Enlarge/Download Table]

                                                                                        Six Months            
                                          Year Ended December 31,                     Ended June 30,          
                                ------------------------------------------------------------------------------
                                    1993            1994           1995            1995            1996       
                                    ----            ----           ----            ----            ----       
                                                                                                              
Net revenues:                                                                                                 
  Desktop products                   62.7%          69.4%           74.3%          72.2%           76.0%      
  Large System products              26.4%          19.9%           16.2%          16.4%           15.3%      
  Other products and service         10.9%          10.7%            9.5%          11.4%            8.7%      
                                ----------      ---------       ---------      ---------       ---------      

Net revenues                        100.0%         100.0%          100.0%         100.0%          100.0%      

Cost of revenues                     12.1%          10.9%            9.7%           9.3%            9.5%      
                                ----------      ---------       ---------      ---------       ---------      

Gross profit                         87.9%          89.1%           90.3%          90.7%           90.5%      
                                ----------      ---------       ---------      ---------       ---------      

Operating expenses:                                                                                           
  Sales and marketing                48.6%          52.5%           53.3%          55.9%           51.8%      
  Product development                15.4%          14.1%           13.6%          13.7%           15.2%      
  General administrative              9.0%           7.8%            7.4%           7.6%            7.5%      
  Nonrecurring items                    -              -             3.7%             -               -       
  Acquisition-related charges           -            3.5%            1.6%             -               -       
                                  -------       ---------       ---------      --------        --------       

Operating expenses                   73.0%          77.9%           79.6%          77.2%           74.5%      
                               -----------     ----------      ----------     ----------       ---------      

Operating income                     14.9%          11.2%           10.7%          13.5%           16.0%      
                                ----------      ---------       ---------     ----------      ----------      
Other income (expense):                                                                                       
  Interest income                     0.0%           0.2%            0.5%             -             0.6%      
  Interest expense                   (3.8%)         (0.6%)          (0.2%)            -               -       
  Other                              (0.9%)         (0.2%)           0.2%           0.5%           (0.3%)     
                                -----------     ----------      ---------      ---------       ----------     
Other income (expense)               (4.7%)         (0.6%)           0.5%           0.5%            0.3%      

Income before income taxes           10.2%          10.6%           11.2%          14.0%           16.3%      
Income tax expense                    3.0%           4.0%            4.5%           4.6%            5.3%      
                                ----------      ---------       ---------      ---------       ---------      
Net income                            7.2%           6.6%            6.7%           9.4%           11.0%      
                                ==========      =========       =========      =========      ==========      


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COMPARISON OF TWELVE MONTHS ENDED DECEMBER 31, 1993, 1994 AND 1995.             

Net Revenues. Net revenues increased from $44,591,000 in 1993 to
$54,498,000 in 1994 and to $65,784,000 in 1995, increases of 22% and 21%,       
respectively. These increases were primarily due to an increase in Desktop      
revenues of 35% in 1994 and 29% in 1995, partially offset by a decline in Large 
System revenues of 8% and 1%, respectively. In addition, in 1994 and 1995, the  
increase in net revenues was due in part to the acquisition by the Company of   
the remaining 50% portion of SPSS Japan, its Japanese joint venture, which was  
effective in the first quarter of 1994, and the September 1994 acquisition of   
SYSTAT. When compared to 1993, the SPSS Japan acquisition accounted for         
approximately $3,758,000 of the Company's increase in sales in 1994 and         
$6,898,000 in 1995. The Company's acquisition of SYSTAT accounted for           
approximately $668,000 of the Company's increase in sales in the fourth quarter 
of 1994 and $1,704,000 in 1995 when compared to 1993. The increase in Desktop   
revenues reflected $24,032,000 in 1994 and $31,438,000 in 1995 of new revenues  
from licenses of SPSS for Windows. In addition, revenues from annual license    
renewals of Desktop products increased by $1,273,000 in 1994 and $3,223,000 in  
1995, primarily reflecting a $1,692,000 and $3,203,000 increase in annual       
license revenues for SPSS for Windows in 1994 and 1995, respectively.  Revenues 
from CLEAR products increased from $1,867,000 in 1993 to $2,741,000 in 1994,    
but declined to $2,755,000 in 1995.  The decline in Large Systems revenues was  
primarily due to the nonrenewal of product licenses on mainframe platforms, as  
well as the deferral into future periods of revenues from renewal licenses,     
which exceeded the amount recognized from prior periods. Revenues from other    
products and services increased by 20% in 1994 due to an increase of 60% in     
revenues from training and consulting services, partially offset by a 34%       
decrease in revenues from publications and student products due to the shift of 
the sales of SPSS publications and student products under the Prentice Hall     
Agreement. In 1995, revenues from other products and services increased by 7%   
due to an increase of 30% in revenues from training and consulting services,    
partially offset by a 49% decrease in revenues previously received from         
publications and student products due to the end of the payment of guaranteed   
royalties from the Prentice Hall Agreement in July 1995. The Company is no      
longer entitled to such guaranteed royalties under the Prentice Hall Agreement  
and now only receives actual royalties under the Prentice Hall Agreement.       
Revenues were aided by changes in foreign currency exchange rates in 1994 and   
1995.                                                                           

   Cost of Revenues. Cost of revenues consists of costs of goods sold,
amortization of capitalized software development costs and royalties paid to    
third parties. Cost of revenues increased from $5,415,000 in 1993 to $5,923,000 
in 1994, to $6,383,000 in 1995.  Such costs increased 9% in 1994 and 8% in      
1995 due to higher sales levels, higher amounts of capitalized software         
amortized and, in 1994, higher royalties paid to third parties. As a percentage 
of net revenues, cost of revenues decreased from 12% in 1993 to 11% in 1994 and 
to 10% in 1995.                                                                 

Sales and Marketing. Sales and marketing expenses increased from
$21,677,000 in 1993 to $28,564,000 in 1994 and to $35,059,000 in 1995, an       
increase of 32% in 1994 and 23% in 1995. These increases were due to expansion  
of the domestic and international sales organizations, salary and commission    
increases, increased marketing expenses associated with SPSS for Windows, in    
1994 the inclusion of all the sales and marketing expenses of SPSS Japan, in    
the fourth quarter of 1994 and 1995 the incorporation of the SYSTAT sales       
organization into the Company, and in 1995 the negative effects of changes in   
foreign currency exchange rates. As a percentage of net revenues, sales and     
marketing expenses increased from 49% in 1993 to 53% in 1994 and 1995.          

Product Development. Product development expenses increased from
$6,887,000 in 1993 to $7,686,000 in 1994 and to $8,929,000 in 1995 (net of      
capitalized software development costs of $1,341,000, $1,639,000 and            
$1,630,000, respectively) an increase of 12% in 1994 and an increase of 16% in  
1995. In the same periods, the Company's expense for amortization of            
capitalized software and product translations, included in cost of revenues,    
was $ 1,006,000, $1,239,000 and $ 1,592,000, respectively. The increases in     
product development expenses were primarily due to salary increases, the        
addition of technical personnel from the SYSTAT acquisition into the Company,   
and higher depreciation expense related to the purchase of capital equipment    
used in product development. As a                                               

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percentage of net revenues, product development expenses declined from 15% in   
1993 to 14% in 1994 and 1995 primarily as a result of the increase in net       
revenues.                                                                       

General and Administrative. General and administrative expenses 
increased from $4,004,000 in 1993 to $4,252,000 in 1994 and to $4,849,000 in    
1995, an increase of 6% in 1994 and 14% in 1995. These increases were primarily 
attributable to increases in general insurance as a result of being a           
publicly-held company, higher professional fees and the amortization of         
goodwill associated with the 1994 acquisitions of SPSS Japan and SYSTAT, and in 
1995 higher professional fees and charges for bad debts. Such expense decreased 
as a percentage of net revenues from 9% to 8% to 7% between the periods.        

  Acquisition-related Charges. Charges related to the acquisition of
SYSTAT in 1994 and BMDP in 1995 totaled $1,928,000 and $1,051,000,              
respectively, and represented one-time write-offs of acquired and in process    
technology and other acquisition-related charges.                               

Net Interest Income (Expense). Net interest income (expense) was
($1,659,000) in 1993 and ($230,000) in 1994, reflecting a decrease of 86% due   
to the elimination of interest expense related to the Company's long-term debt, 
which the Company prepaid through the use of net proceeds from the Company's    
initial public offering of stock in August 1993. Net interest income was        
$171,000 in 1995 due to interest earned on short-term investments as well as    
the elimination of interest expense related to the Company's line of credit,    
which the Company repaid with the net proceeds from the Company's February 1995 
public offering of stock.                                                       

     Other Income (Expense). Other income (expense) consists mainly of the
amortization of fees incurred in connection with the 1990 recapitalization of   
the Company (the "Recapitalization"), expenses related to the stock appraisal   
action, and foreign exchange transactions.  Such other items were ($390,000) in 
1993, ($128,000) in 1994 and $132,000 in 1995, representing (0.9%), (0.2%) and  
0.2% of net revenues, respectively. The 1993 decrease was due to decreased      
legal expenses resulting from the completion of the trial of the stock          
appraisal action in December 1992, partially offset by the write-off of the     
unamortized balance of fees incurred in connection with the Recapitalization    
due to the elimination of the Company's long-term debt which had been incurred  
in connection with the Recapitalization. The 1994 net amount consisted of       
expenses of $248,000 related to foreign exchange transactions, offset by        
$186,000 in proceeds from a Japanese insurance claim settlement. The 1995 net   
amount was primarily foreign currency transaction gains.                        

       Provision for Income Taxes. The provision for income taxes consisted of
$1,349,000 in 1993, $2,191,000 in 1994 and $2,968,000 in 1995.  During 1993,    
the provision for income taxes was the result of pretax income of $4,559,000,   
which includes both domestic and international operations, reduced by a         
one-time tax credit of $511,000 due to the recognition of a fully reserved (but 
previously unrealized) deferred tax asset realized upon the payment of accrued  
but previously unpaid ownership payments to the Company's founders. These       
payments were made in 1993 through the use of a portion of the net proceeds     
from the Company's August 1993 initial public offering. During 1994, the        
provision for income taxes was the result of pretax income of $5,787,000 and    
represented a tax rate of approximately 38% of pretax income. During 1995, the  
provision for income taxes was the result of pre-tax income of $7,350,000,      
reflecting a tax rate of approximately 36% of pre-tax income, excluding the     
effect of Japanese withholding taxes of $336,000 on monies transferred out of   
Japan in 1995.                                                                  

LIQUIDITY AND CAPITAL RESOURCES                                                 

  The Company had no long-term debt as of December 31, 1995 and held
approximately $10,924,000 of cash and short term investments. Funds in 1994 and 
1995 were used in operations, for acquisitions and to finance capital           
expenditures incurred in connection with staff additions, which required        
additional office space, furniture and computers. Capital expenditures were     
also made for additional computer hardware and software associated with         
software development.                                                           

       The Company currently has a $5,000,000 unsecured line of credit under a
Credit Agreement with Bank of America N.T.S.A. ("B of A") under which           
borrowings bear interest at B of A's reference rate. As of December 31, 1995,   
the Company had no borrowings under the Credit Agreement.  The Company used the 
net proceeds from the February 1995 public offering of common stock to repay    
its borrowings under the Credit Agreement and $5 million of unused credit is    
available thereunder. The Credit Agreement requires                             

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the Company to comply with certain specified financial ratios and tests, and    
restricts the Company's ability to, among other things: (i) pay dividends or    
make distributions, (ii) incur additional indebtedness, (iii) create liens on   
assets, (iv) make investments, (v) engage in mergers, acquisitions or           
consolidations, (vi) sell assets, and (vii) engage in certain transactions with 
affiliates.                                                                     

      The Company anticipates the amounts available from cash and short term
investments on hand, under its line of credit, and cash flows generated from    
operations, will be sufficient to fund the Company's operations and capital     
requirements for the foreseeable future. However, no assurance can be given     
that changing business circumstances will not require additional capital for    
reasons that are not currently anticipated or that the necessary additional     
capital will then be available to the Company on favorable terms or at all.     

     The Company's capital expenditures, primarily for computer equipment,
totaled approximately $2,400,000 in 1995 and are projected to total             
approximately $3,000,000 and $2,500,000 in 1996 and 1997, respectively. Capital 
expenditures during 1995, included, among other things, new computer systems    
for use in internal product development. Capital expenditures during 1996 will  
include, among other things, new computers primarily for use in internal        
product development, replacement of the customer information system software,   
furnishings and other equipment related to the move of the Company's facility   
in the United Kingdom. The Company does not believe that the implementation of  
its business strategy will require substantial additional capital expenditures  
in comparison with historical levels of product development costs and other     
expenses.                                                                       

INTERNATIONAL OPERATIONS                                                        

 Significant growth in the Company's international operations also
occurred from 1991 to 1995. Revenues from international operations comprised    
approximately 45% of total net revenues in 1991, whereas revenues from          
international operations contributed 55% of total net revenues in 1995.         

     Following the reorganization of its international operations in 1990,
the Company has maintained substantially the same telesales and direct response 
organization worldwide. The international sales organization uses more          
independent distributors than the domestic sales organization, primarily in     
countries without an SPSS sales office. Management believes the profit margins  
associated with SPSS's domestic and international operations are essentially    
the same.                                                                       

As international revenues increase, the Company may experience  
additional foreign currency exchange risk.                                      

RECENTLY ISSUED ACCOUNTING STANDARDS                                            

       Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting
for Long-Lived Assets and for Long-Lived Assets to Be Disposed of," was issued  
in 1995. Implementation of SFAS No. 121 is required in fiscal year 1996. SFAS   
No. 121 established accounting standards for the impairment of long-lived       
assets, certain identifiable intangibles, and goodwill relating to those assets 
to be held and used and for long-lived assets and certain identifiable          
intangibles to be disposed of. SFAS No. 121 is not expected to have a           
significant impact on the Company's consolidated financial statements.          

      SFAS No. 123, "Accounting for Stock-Based Compensation," was issued in
1995. Implementation is required in fiscal year 1996. SFAS No.  123 established 
financial accounting and reporting standards for stock based employee           
compensation plans. The Company is currently evaluating the impact this         
statement will have on the Company's consolidated financial statements, and     
intends to provide pro forma disclosures of net income as if the fair           
value-based method prescribed by SFAS No. 123 had been applied in measuring     
compensation expense.                                                           

COMPARISON OF SIX MONTHS ENDED JUNE 30, 1995 TO SIX MONTHS ENDED JUNE 30, 1996. 

       Net Revenues:  Net revenues were $31,228,000 and $35,876,000 in the six
months ended June 30, 1995 and 1996, respectively, an increase of 15%.  This    
increase in revenue was influenced, in part, by the acquisition of BMDP,        
effective December 29, 1995.  Net of BMDP revenue of approximately $496,000,    
the Company's increase in sales was 13%.  Revenues from Desktop products        
increased 21% over the corresponding period in 1995 and revenues from Large     
System products increased 7%.  The increase in revenues from Desktop products   
reflected                                                                       

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$2,925,000 in new revenues from SPSS for Windows.  In addition, revenues from   
annual license renewals of Desktop products resulted in a net increase of       
$1,738,000, reflecting a $2,046,000 increase in annual license renewals of SPSS 
for Windows.  The increase in revenues from Large System products was primarily 
due to an increase in revenues from new UNIX licenses as a result of the BMDP   
acquisition.  Other products and services revenues decreased 12% primarily due  
to the decease in revenues previously received from publications and student    
products due to the end of the payment of guaranteed royalty payments for the   
Prentice Hall Agreement in July 1995.  Revenues for the first six months of     
1996 were adversely affected by changes in foreign currency exchange rates.     

      Cost of Revenues.  Cost of revenues were $2,911,000 and $3,396,000 for
the six months ended June 30, 1995 and 1996, respectively.  Such costs          
increased due to higher sales levels and higher amortization amounts of         
capitalized software and product translations.  As a percentage of net          
revenues, such expenses remained constant at 9%.                                

       Sales and Marketing.  Sales and marketing expenses were $17,452,000 and
$18,586,000 in the six months ended June 30, 1995 and 1996, respectively, an    
increase of 6%.  This increase was due to expansion of the domestic and         
internal sales organizations, and salary and commission increases.  As a        
percentage of net revenues, such expenses decreased from 56% to 52%.            

      Product Development.  Product development expenses were $4,291,000 and
$5,460,000 (net of capitalized software development costs of $942,000 and       
$459,000) for the six months ended June 30, 1995 and 1996, respectively, an     
increase of 27%.  In the corresponding periods in 1995 and 1996, the Company's  
expenses for amortization of capitalized software and product translations,     
included in cost of revenues, was $718,000 and $694,000, respectively.  The     
increase in product development expenses was primarily due to lower             
capitalization of developed software, salary and recruiting fee increases and   
other additions to the product development staff.  As a percentage of net       
revenues, such expenses increased from 14% to 15%.                              

     General and Administrative.  General and administrative expenses were
$2,365,000 and $2,683,000 in the six months ended June 30, 1995 and 1996,       
respectively.  Such expenses increased primarily due to increases in bad debt   
expense and temporary employment expenses.  As a percentage of net revenues,    
general and administrative expenses remained constant at 8%.                    

      Net Interest Income.  Net interest income was $11,000 and $224,000 for
the six months ended June 30, 1995 and 1996, respectively.  This favorable      
variance can be attributed to the elimination of interest expense related to    
the line of credit, which was repaid with the net proceeds from the Company's   
follow-on public offering of common stock, in February 1995.                    

  Other Income (Expense).  Other income (expense) was $142,000 and
$(106,000) for the six months ended June 30, 1995 and 1996, respectively.  In   
1995, this amount represents foreign currency gains of $247,000 which are       
partially offset by a $105,000 charge related to the final settlement of the    
stock appraisal action; and in 1996, this amount is comprised of foreign        
currency losses of $69,000 and a charge of $37,000 related to the Clear         
settlement agreement.                                                           

      Provision for Income Taxes.  Provision for income taxes was $1,418,000
and $1,929,000 in the six months ended June 30, 1995 and 1996, respectively,    
reflecting an approximate effective tax rate of 33%.                            

JANDEL CORPORATION

DESCRIPTION OF BUSINESS                                                         

    Jandel develops, markets and supports microcomputer software for the
analysis and presentation of scientific data.  Jandel's products are designed   
specifically to meet the needs of research scientists and engineers.  Jandel's  
products enable the scientist or engineer to collect, analyze and present       
scientific data.  Among the tasks performed by Jandel's products are running    
statistical tests on research data, automatically taking measurements from      
photographs, maps or other visual images and analyzing and manipulating that    
data, determining the mathematical formula that most closely matches graphed    
data curves and creating publication-quality graphs and charts for scientific   
journal articles.                                                               

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   Jandel was founded in 1982 by Dr. John Osborn, a medical doctor and
research scientist.  For the last eleven years Jandel has focused upon          
addressing the needs of the scientific data software market.                    

       Modern scientific research is based upon the use of data.  Observations
of phenomena are quantified.  The data is analyzed to determine the             
relationships between different variables and to test scientific hypotheses.    
Statistical tests are applied to draw conclusions.  Finally, data must be       
presented as part of the publication or presentation of the research results.   

   The principal means for scientists to communicate and present their
research results is by publication in scientific journals.  Usually graphs or   
charts are an important part of the publication.  Before the advent of          
computers, production of publication-quality charts and graphs was an expensive 
and time consuming process.  Jandel believes it was one of the first companies  
to offer a personal computer ("PC") program to automate this process --         
SigmaPlot.  SigmaPlot was first offered in 1985.  Since then Jandel has         
developed a number of other programs that complement SigmaPlot and address the  
data collection analysis and presentation needs of research scientists.         

    All Jandel's products run on IBM PC and PC compatible microcomputers
running MS DOS, Windows, Windows 95 or Microsoft NT, which are the predominant  
microcomputer operating systems now in use by scientists.  In addition, Jandel  
markets a version of SigmaPlot for use on the Apple Macintosh.                  

PRODUCTS                                                                        

    Jandel markets eight software programs for research scientists.  The
five top selling products are SigmaPlot, SigmaScan, SigmaStat, and              
TableCurve 2D and 3D.                                                           

      SIGMAPLOT.  SigmaPlot automatically produces publication-quality plots
and graphs from numerical data.  It is used to produce charts and graphs for    
publication, poster session charts, overhead transparencies and distribution    
materials.  SigmaPlot is very flexible and customizable and includes many       
features designed to meet the particular needs of research scientists and       
engineers. In addition, SigmaPlot can test the fit of an equation to a graph of 
research data -- an important tool of data analysis.                            

      SIGMASCAN.  SigmaScan is a program for taking measurements from visual
images.  By clicking on objects with a mouse, researchers can obtain accurate   
measurement data from images on their computer screens.                         

       SIGMASCAN PRO.  SigmaScan Pro is among the most highly integrated image
analysis programs available.  It offers all the features of SigmaScan, plus     
automated image processing, analysis and advanced counting features.  It will   
analyze color and gray scale images from video, disk or scanned images.  Image  
enhancement with gray filters, image splicing, image math, binary filters and   
other image processing techniques are provided.                                 

 SIGMASTAT.  SigmaStat provides automated guidance for statistical
analysis of research data.  SigmaStat recommends the best statistical test to   
use, checks to see if the assumptions required for a particular test have been  
met, runs the appropriate test and prepares an explanation of the results.      

       TABLECURVE 2D AND 3D. The purpose of charts and graphs is to illustrate
the relationship of two or more variables.  If a mathematical formula           
containing the variable describes the same curve as the curve produced by       
graphing the experimental data, then the formula expresses the relationship of  
the variables.  TableCurve 2D automatically fits and ranks over 3,600 equations 
to a curve, enabling the  scientist to quickly determine which equation best    
fits the data.  TableCurve 3D fits three dimensional curved surfaces,           
evaluating the surface against over 450 million equations.                      

    PEAKFIT.  Spectroscopy, chromatography and electrophoresis are based
upon finding and evaluating the pattern of peaks in test results.  Separate     
peaks may be hidden because data from two or more peaks may be superimposed     
on each other.  Peakfit uses sophisticated nonlinear curve fitting              
techniques to detect, quantify and analyze hidden peaks in research results.    

SIGMAGEL.  Using SigmaGel the scientist can perform quantitative
electrophoretic gel analysis in the lane, spot or molecular weight measurement  
modes.  Data is collected and stored in the SigmaGel spreadsheet.               

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CUSTOMERS AND MARKETING                                                         

       Jandel's principal customers are research scientists and engineers from
nearly all disciplines.  Accordingly, Jandel markets directly to scientists and 
engineers, principally through advertising in scientific and engineering        
journals and by direct mail to Jandel's own database of research scientists and 
engineers and to lists of prospective customers obtained from third parties.    
Jandel also distributes its products through a limited number of specialty      
distributors and software retailers.  Jandel distributes its products in Europe 
through its wholly-owned subsidiary, Jandel GmbH.  At present approximately 66% 
of the Company's sales are in North America, 29% in Europe, and 5% in the       
Asia-Pacific area.                                                              

      Jandel's marketing strategy is based upon:  (1) careful identification
and addressing of the specific needs of research scientists and engineers, (2)  
quality customer service and technical support, and (3) constant feedback and   
suggestions from scientists regarding Jandel's products and the requirements of 
customers.  Jandel believes that these policies enable it to achieve a high     
degree of loyalty from its customers, enabling it to increase its customer base 
through referrals from existing customers and to anticipate new requirements in 
the marketplace. In accordance with Jandel's emphasis on customer service,      
Jandel maintains a number of customer programs, including regular customer      
newsletters and mailings, seminars and trade show exhibits, customer response   
cards and similar customer feedback mechanisms, an electronic bulletin board    
and free technical support.                                                     

COMPETITION                                                                     

The microcomputer software industry is intensely competitive and
rapidly changing.  Jandel's products face competition from a number of other    
companies, some of which are considerably larger and have greater financial     
resources than Jandel.  Moreover, competition often results in pressure to      
lower sales prices.  Jandel has lowered prices in recent years due to           
competition, and may be forced to do so again in the future.                    

  SIGMAPLOT.  The current competition for SigmaPlot comes from three
sources.  First, business graphics software products offer some graphing        
capabilities.  Several of these products are among the best-known microcomputer 
software products, including Lotus 1-2-3 and Microsoft Excel.  Although these   
products are marketed by some of the largest microcomputer software companies,  
they are designed for business, rather than scientific use, and therefore lack  
a number of features sought by scientists.                                      

 Second, there are a number of software graphing products designed
specifically for research scientists which compete more directly with           
SigmaPlot, including Origin from Microcal Software, Inc., Plot-It from          
Scientific Programming Enterprises, SlideWrite from Advanced Graphics Software, 
Inc., Prism from GraphPad Software, Inc. and Axum from MathSoft, Inc.  Jandel   
regards Origin and Axum as the most significant competitors in this group.      

       Third, there are a number of statistics programs with improved graphics
functions that may be competitive with SigmaPlot.                               

       SIGMASTAT.  There are many statistical analysis programs on the market.
Jandel believes that SigmaStat is particularly adapted for use by research      
scientists and engineers.                                                       

    SIGMASCAN AND SIGMASCAN PRO.   A number of companies market software
for general purpose image analysis applications, including Data Translation,    
Inc., Carl Zeiss, Inc., Media Cybernetics, L.P. and Optimas Corporation, which  
compete with SigmaScan.  In some cases, these companies provide hardware        
products in combination with software, which Jandel does not offer.  However,   
Jandel believes that SigmaScan provides a more fully developed user interface   
than most competing products, as well as connectivity with other Jandel         
products.  SigmaScan Pro provides all the functions of SigmaScan, plus a        
greater degree of customized image analysis, such as object counting and        
enhanced image analysis, such as binary math.                                   

       TABLECURVE 2D AND TABLECURVE 3D.  Several general purpose curve fitting
programs compete with TableCurve 2D and 3D.  These include Scientist from       
MicroMath, Inc., GRAMS/32 from Galactic Industries Corp. and HiQ from National  
Instruments Corporation.  In addition, the curve fitting modules of several     
scientific graphing and statistics packages also contain some general purpose   
curve fitting functionality. These include Origin, Axum, SAS and JMP from SAS   
Institute Inc., Prism and others.                                               

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PEAKFIT.  PeakFit is designed to analyze peak oriented data in  
spectroscopy, chromatography and electrophoresis applications.  Competition     
comes from two sources.  One is the software provided with the                  
spectrophotometer, chromatograph or other laboratory equipment by the hardware  
manufacturer.  Jandel believes, however, that in most cases, this software is   
substantially less sophisticated than PeakFit.  Other competition exists from   
software companies providing similar software to PeakFit.  The most important   
competitor is PeakSolve from Galactic Industries Corp.                          

       SIGMAGEL.  SigmaGel is designed for the acquisition and analysis of
data from gels, lanes and spots created through electrophoresis.  The primary   
competition for SigmaGel comes from software that is sometimes provided with    
specialized electrophoresis hardware and which performs some of the acquisition 
and analysis functions of SigmaGel.  SigmaGel competes, in part, by making it   
possible for the customer to use significantly less expensive electrophoresis   
equipment.                                                                      

RESEARCH AND DEVELOPMENT                                                        

       Jandel's research and development activities are primarily focused upon
developing enhanced versions of Jandel products.  At present Jandel is          
preparing an enhanced version of SigmaPlot that will include a more             
sophisticated non-linear curve fitter containing a larger number of built-in    
equations.  In addition, a new release for SigmaScan Pro is being prepared.     

INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS                                    

       Jandel relies on a combination of trade secret, copyright and trademark
laws and contractual provisions to protect its rights in its software products. 
There can be no assurance that these protections will be adequate or that       
Jandel's competitors will not independently develop technologies that are       
substantially equivalent or superior to Jandel's technology.  In addition,      
copyright and trade secret protection for the Company's products may be         
unavailable or unreliable in certain foreign countries.  Registrations of       
several Jandel trademarks in Germany have been or will be withdrawn based on an 
opposition by a company with registration for "Sigma" for electronic cash       
registers.  Jandel believes that it will be able to use its trademarks on its   
products in Germany.                                                            

   Jandel's software products are generally licensed to end-users on a
"right to use" basis pursuant to a perpetual, nontransferable, nonexclusive     
license that generally restricts use of the software to the customer's internal 
purposes.  Jandel relies on "shrink-wrap" licenses not signed by the licensee   
for the protection of certain products.  "Shrink wrap" licenses may be          
unenforceable under the laws of certain jurisdictions.                          

EMPLOYEES AND FACILITIES                                                        

     As of August 31, 1996, Jandel had 60 employees, including 22 in sales
and marketing positions, 16 in engineering and product development, 9 in        
technical training and support and 13 in financial and administrative roles.    
Competition in recruiting personnel in the software industry is intense.        
Jandel believes that its future success will depend in part on its continued    
ability to recruit and retain highly skilled management, marketing and          
technical personnel.  None of the Jandel employees is represented by a labor    
union and Jandel believes that its employee relations are good.                 

Jandel's principal administrative, marketing and research and   
development facilities are located in a 15,000 square foot business and         
commercial building in San Rafael, California under a lease expiring in         
November, 1999.  Jandel Scientific leases approximately 3,000 square feet of    
office space in Erkrath, Germany.                                               

LEGAL PROCEEDINGS                                                               

       Jandel is not a party to any litigation and is not aware of any pending
or threatened litigation.                                                       

PRINCIPAL SHAREHOLDERS OF JANDEL                                                

The following table sets forth, as of October 15, 1996, certain 
information with respect to the beneficial ownership of Jandel Common Stock by  
(i) each person known by Jandel to be the beneficial owner of 5% or more        

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of the outstanding shares of Jandel Common Stock, (ii) each director of Jandel, 
(iii) each of the executive officers and (iv) by all directors and officers as  
a group:                                                                        

                                                        [Enlarge/Download Table]

                                                                                              PERCENT OWNED   
                                                             SHARES                      ---------------------
                                                          BENEFICIALLY                      PRE        POST   
NAME                                                        OWNED(1)                     MERGER     MERGER (2)
--------------------------------------------------------------------------------------------------------------
                                                                                                              
Dr. John J. Osborn(3)(4)                                      44,363                      12.6%           *   
Joseph H.K. Osborn(3)(5)                                      36,322                      10.3%           *   
Dr. Bernhard Votteri(6)                                       25,148                       7.2%           *   
Dr. Richard Mitchell(3)(7)                                    20,161                       5.6%           *   
Wilroth(8)                                                    19,450                       5.5%           *   
Newtek Ventures II(9)                                         17,808                       5.1%           *   
Evangelos Iatridis(3)(10)                                     12,081                       3.4%           *   
Earl D. Osborn(11)                                            13,534                       3.9%           *   
Ross J. Garofalo(3)(12)                                        5,892                       1.7%           *   
Anne K. Osborn(3)(13)                                          5,807                       1.7%           *   
Josef Karl Wieser(3)(14)                                       2,337                         *%           *   
Dr. Oliver King-Smith(15)(16)                                  1,341                         *%           *   
Martin Sacks(17)                                               1,307                         *            *   
All current directors and executive officers                                                                  
   as a group (11 persons)                                   168,293                      45.8%         1.7%  
                                                           ---------                      ----                

*  The percentage of shares beneficially owned does not exceed 1% of the Common 
Stock.                                                                    

   (1)     Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission, and includes generally sole    
voting and investment power with respect to securities.  Shares of Jandel       
Common Stock subject to options or warrants currently exercisable or            
exercisable within sixty (60) days of the date of determination are deemed      
outstanding for purposes of computing the percentage of shares beneficially     
owned by the person holding such options or warrants, but are not deemed to be  
outstanding for purposes of computing such percentage for any other person.     
Except as indicated by footnote, each person or group identified has sole       
voting and investment power with respect to all shares of Jandel Common Stock   
shown as beneficially owned.                                                    

      (2)     Assumes a conversion ratio of Jandel Common Stock to SPSS of
.8751.  The actual ratio is affected by the price of SPSS Common Stock until  
the later of shortly before the Special Meeting and November 25, 1996.          

         (3)     All of Jandel's employees, and officers listed in the foregoing
table use Jandel's mailing address of 2591 Kerner Boulevard, San Rafael, CA     
94901.                                                                          

    (4)     Includes options for 100 shares of Jandel Common Stock and
rights to 110 shares of Jandel Common Stock under the ESOP Plan.                

      (5)     Includes options for 2,600 shares of Jandel Common Stock and
rights to 378 shares of Jandel Common Stock under the ESOP Plan.                

   (6)     Dr. Votteri's address is 3260 Melendy Dr., San Carlos, CA
94070.                                                                          

    (7)     Includes options to purchase 5,865 shares of Jandel Common
Stock and rights to 387 shares of Jandel Common Stock under the ESOP Plan.      

     (8)     Wilroth's address is 57 Post Street #812, San Francisco, CA
94115.                                                                          

    (9)     Newtek Ventures II's address is 500 Washington Street, San
Francisco, CA  94111.                                                           

   (10)    Includes 6,668 shares held by Coeur Associates, a company
wholly owned by Evangelos Iatridis.                                             

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     (11)    Earl D. Osborn's address is 14 Sunset Drive, Kensington, CA
94707.  Includes shares held by Earl D. Osborn as custodian for minor           
relatives.                                                                      

    (12)    Includes options to purchase 3,100 shares of Jandel Common
Stock and rights to 292 shares under the ESOP Plan.                             

  (13)    Includes options to purchase 100 shares of Jandel Common
Stock.                                                                          

   (14)    Includes options to acquire 2,100 shares of Jandel Common
Stock and rights to 237 shares of Jandel Common Stock under the ESOP Plan.      

       (15)    Dr. Oliver King-Smith's address is 288 Grove Avenue, Fremont,
CA 94539.                                                                       

     (16)    Includes options to buy 1,067 shares of Jandel Common stock
and rights to 274 shares in the ESOP Plan.                                      

      (17)    Includes options to buy 1,307 shares of Jandel Common Stock.
Martin Sacks' address is 1895 Francisco Blvd. East, San Rafael, CA 94901.       

MANAGEMENT OF JANDEL                                                            

       The executive officers and directors of Jandel as of October 31, 1996
were as follows:                                                                

                                                        [Enlarge/Download Table]

Name                   Age  Position                                                    
                                                                                        
Dr. John J. Osborn      78   Chairman of the Board, Director                            
Joseph H.K. Osborn      38   President, Director                                        
Anne K. Osborn          77   Treasurer, Director                                        
Ross Garofalo           36   Vice President, Finance and Administration, Chief Financial
                               Officer                                                  
Josef Wieser            46   Secretary                                                  
Dr. Richard Mitchell    57   Vice President, Director                                   
Martin Sacks            36   Director                                                   
Dr. Bernhard Votteri    56   Director                                                   
Earl D. Osborn          46   Director                                                   
Evangelos Iatridis      64   Director                                                   
Dr. Oliver King-Smith   28   Director                                                   

       The Board of Directors has a standing Compensation Committee composed
of Martin Sacks, Dr. Bernhard Votteri and Earl D. Osborn.  The Compensation     
Committee makes recommendations concerning certain executive salaries. The      
Board has no standing audit or nominations committee.                           

       Jandel's employee directors receive no supplemental cash compensation
for their services as directors but are reimbursed for expenses actually        
incurred in attending Board and committee meetings.  Jandel's non-employee      
directors receive cash compensation of $500 for each Board meeting              
attended, plus any travel and lodging expenses. Certain existing non-employee   
directors have also been granted options to purchase Jandel common stock.       

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF JANDEL'S FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 

OVERVIEW                                                                        

        Jandel addresses the microcomputer software needs of the approximately
1.5 million research scientists and engineers in the United States, and a       
similar number abroad.  Jandel develops, markets and supports computer software 
used by research scientists and engineers who use microcomputers to manage,     
analyze and present scientific data.                                            

        Scientific research data may be collected or presented numerically (as
in tables), or visually (as in plots, graphs, photographs or other visual       
images).  Conversion of data from one form to the other is one of the           
fundamental chores involved in scientific research.  For example, numerical     
data must often be represented in plots or graphs for analysis and              
presentation.  Conversely, scientists must often gather numerical data from     
analog or visual images such as photographs, video images, or data tracings for 
mathematical analysis.  Data must also often be analyzed using standard         
statistical tools and tests, or fitted to a formula which mathematically        
expresses the relationship of the experimental variables.                       

        Jandel seeks to provide comprehensive software solutions to these data
conversion and analysis requirements. Jandel believes that the design of its    
products to meet the specific needs of research scientists sets its products    
apart from many other software products that do not address these needs.        

RESULTS OF OPERATIONS                                                           

The following table sets forth certain statement of operations data for the 
periods indicated.                                                              

                                                        [Enlarge/Download Table]

                                                                                  SIX MONTHS    
                                               YEAR ENDED DECEMBER 31,          ENDED JUNE 30   
                                            --------------------------------  ----------------- 
                                                1993      1994       1995       1995     1996   
                                            ----------  --------  ----------  --------  ------- 
                                                                                                
Net revenues                                  100.0%     100.0%     100.0%     100.0%    100.0% 
Cost of sales                                  16.5%      16.3%      16.6%      15.7%     16.4% 
         Gross margin                          83.5%      83.7%      83.4%      84.3%     83.6% 
Operating expenses:                                                                             
  Sales and marketing                          40.4%      43.8%      47.9%      45.1%     52.0% 
  Research and development                     19.0%      18.9%      24.1%      24.9%     20.6% 
  General and administrative                   17.0%      16.6%      17.8%      18.8%     18.3% 
         Operating expenses                    76.4%      79.3%      89.8%      88.8%     90.9% 
         (Loss) income from operations          7.1%       4.4%      (6.4%)     (4.5%)    (7.3%)
Interest income                                 0.2%       0.2%       0.2%       0.2%      0.0% 
Interest expense                               (0.5%)     (0.2%)     (0.1%)     (0.1%)     0.0% 
         (Loss) income before income taxes      6.8%       4.4%      (6.3%)     (4.4%)    (7.3%)
Income taxes                                    0.1%       0.0%       0.0%       0.0%      0.0% 
  Net (loss) income                             6.7%       4.4%      (6.3%)     (4.4%)    (7.3%)

COMPARISON OF TWELVE MONTHS ENDED DECEMBER 31, 1993, 1994 AND 1995              

       Net Revenues.  Consolidated net revenues increased from $7,583,406 in
1993 to $8,096,030 in 1994 and declined to $8,009,552 in 1995, an increase of   
7% in 1994 and a decrease of 1% in 1995.  The increase in 1994 reflects strong  
demand for the 16-bit Windows versions of Jandel's products which were          
introduced beginning in late 1993.  The decrease in 1995 was due primarily to   
the later than expected release of the 32-bit Windows versions of Jandel's      
products and the slower than expected customer migration to the 32-bit Windows  
95 operating system.  Revenues booked in the United States, which include       
non-European international sales increased from $5,763,927 in 1993 to           
$5,954,924 in 1994 and declined to $5,640,829 in 1995, an increase of 3% and a  
decrease of 5%, respectively.  European sales increased from $1,819,479 in 1993 
to $2,141,106 in 1994 and to $2,368,723 in 1995, an increase of 18% and 11%,    
respectively.                                                                   

Cost of Sales.  Cost of sales consists of costs of goods sold,
manufacturing/shipping department costs, and royalties paid to third parties.   
Cost of sales increased from $1,248,466 in 1993 to $1,320,503 in 1994 and to    
$1,325,781 in 1995.  As a percentage of net revenues, cost of sales increased   
from 16% in both 1993 and 1994 to 17% in 1995.  The rise in these costs         
reflects increases in manufacturing/shipping costs.                             

   Sales and Marketing.  Sales and marketing expenses increased from
$3,065,710 in 1993 to $3,544,821 in 1994 and to $3,833,425 in 1995, an increase 
of 16% in 1994 and 8% in 1995.  The rise in these costs was primarily due to    
increased advertising expenses, increases in salaries and commissions, and in   
1995, the establishment of a site license and major account program.  The 1995  
increase also reflects the development of a Dealer and International            
Distributor group which focused on increasing dealer channel sales and          
non-European export sales.  As a percentage of net revenues, sales and          
marketing expenses increased from 40% in 1993 to 44% in 1994 and to 48% in      
1995.                                                                           

        Research and Development.  Research and development expenses increased
from $1,443,442 in 1993 to $1,528,732 in 1994 and to $1,934,243 in 1995, an     
increase of 6% and 27%, respectively.  As a percentage of net revenues,         
research and development increased from 19% of revenue in both 1993 and 1994 to 
24% of revenue in 1995.  The increase was mainly due to salary increases,       
increased programming staff, and expenditures for independent contractors in    
connection with the heavy development effort required to update the product     
line from 16-bit to 32-bit Windows versions.                                    

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  General and Administrative.  General and administrative expenses
increased from $1,284,582 in 1993 to $1,342,138 in 1994 and to $1,427,475 in    
1995, an increase of 4% in 1994 and 6% in 1995.  As a percentage of net         
revenues, general & administrative expenses increased from 17% in both 1993 and 
1994 to 18% in 1995.  The increase was largely attributable to increased staff  
in the management information systems department.                               

   Net Interest Income (Expense).  Net interest income (expense) was
($23,686) in 1993, $636 in 1994 and $4,907 in 1995, reflecting the reduction of 
interest expense associated with long-term debt which was reduced during 1994   
and eliminated by the end of 1995.                                              

        Provision for Income Taxes.  The provision for income taxes was $7,800
in 1993 and $800 in 1994 and 1995.  Jandel has accounted for income taxes in    
accordance with the provisions of SFAS No. 109 for all periods presented.       
Under SFAS No. 109, Jandel recognizes deferred tax assets and liabilities for   
the expected future consequences of temporary differences between the carrying  
amounts and the tax bases of assets and liabilities. Jandel had available net   
operating loss carryforwards of approximately $398,000 and $200,000 for federal 
and state purposes, respectively, and federal and state research and            
experimentation tax credit carryforwards of approximately $480,000 and          
$198,000, respectively, as of December 31, 1995.  Under current tax             
legislation, Jandel's utilization of its operating loss carryforwards and       
research and development credits may be limited or impaired in certain          
circumstances resulting from a change in ownership.  See Note 6 of Notes to     
Jandel Corporation and Subsidiary Consolidated Financial Statements.            

   Jandel has provided a full valuation against its net deferred tax
assets as it has determined that it is more likely than not that the deferred   
tax assets will not be realized.  Jandel's accounting for deferred taxes under  
SFAS No. 109 involves the evaluation of a number of factors concerning the      
realizability of its deferred tax assets.  To support the conclusion that a     
100% valuation allowance was required, management primarily considered such     
factors as Jandel's history of operating losses and expected near-term future   
losses, the nature of the deferred tax assets, the lack of significant firm     
sales backlog, no significant excess of appreciated asset value over the tax    
basis of the net assets of Jandel, and the lack of taxable income in prior      
carryback years.  Although management's operating plans assume taxable and      
operating income in future periods, management's evaluation of all the          
available evidence in assessing the realizability of the deferred tax assets    
indicates that such plans were not considered sufficient to overcome the        
available negative evidence.                                                    

INTERNATIONAL OPERATIONS                                                        

Net revenues of Jandel's wholly owned subsidiary, Jandel GmbH 
increased from $1,819,479 in 1993 to $2,141,106 in 1994 and to $2,368,723 in    
1995, increases of 18% in 1994 and 11% in 1995. Revenues from Jandel GmbH       
comprised 24%, 26%, and 30% of total net revenues for the years 1993, 1994 and  
1995, respectively.                                                             

        Reorganization of Jandel's sales department in the fall of 1995 led to
the development of a Dealer and International Distributor group, focused on     
increasing international sales outside of Europe.                               

COMPARISON OF SIX MONTHS ENDED JUNE 30, 1995 AND 1996                           

Net Revenues.  Consolidated net revenues were $3,735,427 and  
$4,122,695 for the six months ended June 30, 1995 and 1996, respectively, an    
increase of 10%.  Revenues booked in the United States, which include           
non-European international sales, were $2,638,674 and $2,993,929 for the six    
months ended June 30, 1995 and 1996, respectively, an increase of 13%.          
Upgrades to the 32-bit Windows versions of Jandel's products and increased      
efforts in the area of site license and international dealer sales contributed  
to the rise. European sales increased 3% from $1,096,753 to $1,128,766 for the  
six months ended June 30, 1995 and 1996, respectively.                          

Cost of Sales.  Cost of sales consists of costs of goods sold,
manufacturing/shipping department costs, and royalties paid to third parties.   
Cost of sales were $588,299 and $677,492 for the six months ended June 30, 1995 
and 1996, respectively, an increase of 15%. The increase in cost of sales       
mainly reflects increased sales levels and higher royalties paid to third       
parties.  As a percentage of net revenues, cost of sales were 16% in the six    
months ended June 30, 1995 and 1996.                                            

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        Sales and Marketing.  Sales and marketing expenses were $1,683,059 and
$2,145,344 for the six months ended June 30, 1995 and 1996, respectively, an    
increase of  27%.  The rise in these costs was primarily due to increases in    
advertising associated with promoting 32-bit Windows versions of the products,  
salary increases, and increased outside services associated with an interim     
management consultant.  As a percentage of net revenues, sales and marketing    
expenses increased from 45% to 52%.                                             

   Research and Development.  Research and development expenses were
$929,984 and $850,126 for the six months ended June 30, 1995 and 1996,          
respectively, a decrease of 9%.  The decrease was due mainly to a reduction in  
staff and associated departmental expenses.  As a percentage of net revenues    
research and development expenses declined from 25% to 21%.                     

       General and Administrative.  General and administrative expenses were
$702,436 and $751,619 for the six months ended June 30, 1995 and 1996,          
respectively, an increase of 7%. The increase in such expenses was mainly due   
to salary increases, and increased outside services and telecommunications      
costs in the management information systems department as a result of internet  
and database related projects.  As a percentage of net revenues general and     
administrative expenses declined from 19% to 18%.                               

     Net Interest Income.  Net interest income was $5,156 and $2,072 for
the six months ended June 30, 1995 and 1996, respectively, a decrease of 60%.   
The decrease was due to a decline in interest income as a result of lower       
interest bearing cash balances.                                                 

 Provision for Income Taxes.  The provision for income taxes was
unchanged at $800 for the six months ended June 30, 1995 and 1996, and is       
comprised of the minimum California state income taxes.                         

LIQUIDITY AND CAPITAL RESOURCES                                                 

       Jandel had no long-term debt as of June 30, 1996 and held $246,331 in
cash.  Funds in 1995 were used in operations, to finance capital expenditures,  
and to eliminate long-term debt.  Capital expenditures of approximately         
$190,000 were made to improve the network infrastructure, update computer       
hardware and software, and replace tradeshow equipment.  Funds in the six       
months ended June 30, 1996 were used in operations, and to finance capital      
expenditures to improve Jandel's databases and related systems, establish an    
internet presence, and update computer hardware.  The financial position of     
Jandel, as measured by working capital (defined as current assets less current  
liabilities), declined from $292,976 to $5,955 at December 31, 1995 and         
June 30, 1996, respectively. The decrease was mainly due to operating           
losses and the deferral of revenue into future periods as a result of increased 
site license sales.                                                             

       Jandel currently has a secured line of credit under an agreement with
a bank that provides for borrowings up to $300,000 bearing interest at the      
bank's prime rate plus 1.25% per annum (9.5% as of June 30, 1996), expiring     
January 15, 1997.  The line of credit is collateralized by all of Jandel's      
assets and requires the maintenance of certain specified ratios and a minimum   
net worth, with which the Jandel was in compliance as of June 30, 1996. Jandel  
had no borrowings under the credit line agreement as of June 30, 1996.          

       Jandel anticipates the amounts available from cash on hand, under its
line of credit, and cash flows generated from operations will be sufficient to  
fund operations and capital requirements for the foreseeable future.  However,  
no assurance can be given that changing business circumstances will not require 
additional capital for reasons that are not currently anticipated or that the   
necessary additional capital will then be available to Jandel on favorable      
terms, if at all.                                                               

    Jandel's capital expenditures, primarily for computer hardware and
software, totaled approximately $190,000 in 1995 and $90,000 and $125,000 for   
the six months ended June 30, 1995 and 1996, respectively. Capital expenditures 
for the entire year of 1996 are projected to total approximately $175,000.      
Further purchases will include primarily programming costs for database         
enhancements and new computers and parts to replace outdated hardware.  Jandel  
does not believe that the implementation of its business strategy will require  
substantial additional capital expenditures in comparison with historical       
levels of product development costs and other expenses.                         

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INTERNATIONAL OPERATIONS                                                        

Net revenues of Jandel's wholly-owned subsidiary, Jandel GmbH,
increased 3% for the six months ended June 30, 1996 over the corresponding      
period in 1995.  Revenues from Jandel GmbH comprised 29% and 27% of total net   
revenues for the six months ended June 30, 1995 and 1996, respectively.         

        The development of a Dealer and International Distributor group in the
fourth quarter of 1995 helped to increase international sales outside of Europe 
by 29% in the six months ended June 30, 1996 as compared to the six months      
ended June 30, 1995.                                                            

DESCRIPTION OF CAPITAL STOCK

SPSS CAPITAL STOCK                                                              

     The Delaware Corporation Law ("DGCL") requires that a corporation's
certificate of incorporation set forth the total number of shares of all        
classes of stock which the corporation has authority to issue and a statement   
of the designations and the powers, preferences and rights, and the             
qualifications, limitations or restrictions thereof.  The SPSS charter provides 
that SPSS is authorized to issue 50,000,000 shares of SPSS Common Stock, $.01   
par value.  As of October 15, 1996, SPSS had outstanding 7,379,858 shares of    
SPSS Common Stock.  Acquisition Subsidiary's authorized capital stock consists  
of 1,000,000 shares of common stock, $.001 par value, of which 100 shares are   
issued and outstanding.                                                         

JANDEL CAPITAL STOCK                                                            

In general, the CGCL requires that a corporation's articles of
incorporation set forth the total number or shares of each class the            
corporation is authorized to issue, the designation of each class and the       
rights, preferences, privileges and restrictions granted to or imposed upon     
such classes or that the board may determine or alter the rights, preference,   
privileges and restriction granted to or imposed upon such classes.  The        
authorized capital stock of Jandel consists of 600,000 shares of Common Stock,  
having no par value.  As of the Record Date, there were 351,034 shares of Jandel
Common Stock outstanding and held of record by 96 shareholders and options to   
purchase 57,926 shares of Jandel Common Stock were issued and outstanding.      

COMPARISON OF RIGHTS OF SHAREHOLDERS

     Upon consummation of the Merger, the former shareholders of Jandel,
which is a corporation organized under California law, will become shareholders 
of SPSS, a corporation governed by the laws of Delaware.  There are many        
similarities between California and Delaware law, as well as between the        
corporate charters and bylaws of Jandel and SPSS; however a number of           
differences do exist.  The following is a summary of those differences that     
might significantly affect the rights of Jandel shareholders.  This description 
and analysis are brief summaries of relevant provisions of the charters and     
bylaws of SPSS and of Jandel and certain provisions of California and Delaware  
law and are qualified in their entirety by reference to such documents, to the  
parties' respective bylaws, and to the laws of the parties' respective states   
of incorporation.                                                               

VOTING RIGHTS                                                                   

      In general, the CGCL states, that unless a corporation's articles of
incorporation specify otherwise: (i) each outstanding share of capital stock is 
entitled to one vote, (ii) a majority of the shares entitled to vote, present   
in person or represented by proxy, shall constitute a quorum at a shareholder's 
meeting, and (iii) the affirmative vote of the majority of the shares           
representing and voting at the meeting shall be the act of the shareholders.    

The DGCL states that, unless a corporation's certificate of   
incorporation or, with respect to clauses (ii) and (iii), the bylaws, specify   
otherwise; (i) each share of its capital stock is entitled to one vote, (ii) a  
majority of voting power of the shares entitled to vote, present in person or   
represented by proxy, shall constitute a quorum at a stockholders' meeting, and 
(iii) in all matters other than the election of directors, the affirmative vote 
of the majority                                                                 

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of the voting power of shares present in person or represented by proxy at the  
meeting and entitled to vote on the subject matter, shall be the action of the  
stockholders.                                                                   

        Holders of both SPSS Common Stock and Jandel Common Stock are entitled
to one vote per share on all matters submitted to a vote of shareholders.       

REMOVAL OF DIRECTORS                                                            

Under the CGCL, a director may be removed without cause by the
affirmative vote of a majority of the outstanding shares, provided that the     
shares voted against removal would not be sufficient to elect the director by   
cumulative voting.  Under Delaware law, a director on a classified board of     
directors can be removed from office during his term by shareholders only for   
cause unless the certificate of incorporation provides otherwise.  The term     
"cause" with respect to the removal of directors is not defined in the Delaware 
General Corporation Law.  Jandel's bylaws provide that a director may be        
removed with or without cause by an affirmative vote of a majority of the       
outstanding shares, so long as the shares voting against such removal would not 
be sufficient to elect the director by cumulative voting.  SPSS' certificate of 
incorporation provides that a director may be removed only for cause and only   
by the affirmative vote of the holders of at least 80% of the voting stock.     

CUMULATIVE VOTING FOR DIRECTORS                                                 

 In general under the CGCL, cumulative voting in the election of
directors is mandatory upon notice given by a shareholder at a shareholders'    
meeting at which directors are to be elected.  To cumulate votes, a shareholder 
must give notice at the meeting, prior to the voting, of the shareholder's      
intention to vote cumulatively.  If any one shareholder gives such a            
notice, all shareholders may cumulate their votes.  Cumulative voting is not    
available under the DGCL unless so provided in the corporation's                
certificate of incorporation.  The elimination of cumulative voting limits the  
ability of minority shareholders to obtain representation on the Board of       
Directors.  Jandel's bylaws provide for cumulative voting.  SPSS' certificate   
of incorporation does not provide for cumulative voting.                        

FILLING BOARD VACANCIES                                                         

       Under the CGCL, if, after the filling of any vacancy by the directors
of a corporation, the directors then in office who have been elected by the     
corporation's shareholders constitute less than a majority of the directors     
then in office, then:  (a) any holder or holders of at least 5% of the voting   
power of the then outstanding shares of voting stock of the corporation,        
entitled to vote in the election of directors may call a special meeting of     
shareholders, or (b) the superior court of the appropriate county may order a   
special meeting of the shareholders to elect the entire board of directors of   
the corporation.  The DGCL provides that if, at the time of filling any vacancy 
or newly created directorship, the directors then in office constitute less     
than a majority of the entire board of directors as constituted immediately     
prior to any increase, the Delaware Court of Chancery may, upon application of  
any holder or holders of at least 10% of the voting power of the                
then-outstanding shares of voting stock of the corporation, entitled to vote in 
the election of directors, summarily order an election to be held to fill any   
such vacancies or newly created directorships or to replace the directors       
chosen by the directors then in office.                                         

SHAREHOLDER POWER TO CALL SPECIAL SHAREHOLDERS' MEETING                         

        Under the CGCL, a special meeting of shareholders may be called by the
board of directors, the Chairman of the board of directors, the President or    
the holders of shares entitled to cast not less than 10% of the votes at such   
meeting and such persons as are authorized by the articles of incorporation or  
bylaws.  Under the DGCL, a special meeting of shareholders may be called by the 
board of directors or by any other person authorized to do so in the            
certificate of incorporation or the bylaws.  Jandel's bylaws provide that a     
special shareholders' meeting may be called by anyone authorized to do so under 
the CGCL.  SPSS' bylaws provide that either the Chairman of the Board or a      
majority of the total number of directors (including vacant seats) may call a   
special meeting of the shareholders.                                            

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ACTIONS BY WRITTEN CONSENT OF SHAREHOLDERS                                      

    Under the CGCL and the DGCL, shareholders may execute an action by
written consent in lieu of a shareholder meeting.  Delaware law permits a       
corporation to eliminate in its charter the ability of shareholders to          
act by written consent.  Jandel's bylaws allow any action which may be taken at 
a regular, annual or special shareholder meeting to be taken without a meeting  
and without prior notice, provided a consent in writing setting forth the       
action taken is signed by the holders of stock sufficient to authorize such     
action at a meeting where all shareholders entitled to vote were present.       
SPSS' certificate of incorporation prohibits shareholder actions by written     
consent.                                                                        

ANTI-TAKEOVER STATUTE                                                           

 While California has no comparable statute, the DGCL contains a
provision intended to limit coercive takeovers of companies incorporated in     
that state.  Section 203 of the DGCL provides that a corporation may not engage 
in any business combination with any interested shareholder for a period of     
three years following the date that such shareholder became an interested       
shareholder, unless (a) prior to the date the shareholder became an interested  
shareholder, the board of directors approved the business combination or the    
transaction which resulted in the shareholder becoming an interested            
shareholder, (b) upon consummation of the transaction which resulted in the     
shareholder becoming an interested shareholder, the interested shareholder      
owned at least 85% of the outstanding stock of the corporation, or (c) the      
business combination is approved by the board of directors and authorized by    
66% of the outstanding stock which is not owned by the interested shareholder.  
An interested shareholder means any person or group of persons that is the      
owner of 15% or more of the outstanding stock; however, the statute provides    
for certain exceptions to parties who otherwise would be designated interested  
shareholders.  Any corporation may decide to opt out of the statute in its      
original certificate of incorporation or, at any time, by action of its         
shareholders.  SPSS has no present intention of opting out of the statute.      

LOANS TO OFFICERS, DIRECTORS AND EMPLOYEES                                      

  The CGCL provides that any loan or guaranty (other than loans to
permit the purchase of shares under certain stock purchase plans) for the       
benefit of any officer or director, or any employee benefit plan authorizing    
such loan or guaranty (except certain employee stock purchase plans), must be   
approved by the shareholders of a California corporation.                       

   Under the DGCL, a corporation may make loans to, or guarantee the
obligations of, or otherwise assist the officers or employees of the            
corporation or its subsidiaries (including directors who are also officers or   
employees) without shareholder approval if such action, in the judgment of the  
directors, may reasonably be expected to benefit the corporation.  Both the     
CGCL and the DGCL permit such loans or guaranties to be unsecured and without   
interest.                                                                       

CLASS VOTE FOR CERTAIN REORGANIZATIONS                                          

With certain exceptions, the CGCL requires that mergers,      
reorganizations, certain sales of assets and similar transactions be approved   
by a majority vote of each class of shares outstanding.  The DGCL generally     
does not require class voting for such transactions, except in certain          
situations involving an amendment to the certificate of incorporation which     
adversely affects a specific class of shares.                                   

   The CGCL also requires that holders of a California corporation's
common stock receive nonredeemable common stock in a merger of the corporation  
with the holder (or an affiliate of the holder) of more than 50% but less than  
90% of its common stock, unless all of the holders of its common stock consent  
to the merger or the merger has been approved by the California Commissioner of 
Corporations at a "fairness" hearing.  This provision of California law may     
have the effect of making a cash "freezeout" merger by a majority shareholder   
more difficult to accomplish.  A cash freezeout merger is a transaction whereby 
a minority shareholder is forced to relinquish his share ownership in a         
corporation in exchange for cash, subject in certain instances to dissenters'   
rights.  Delaware law has no comparable provision.                              

APPRAISAL RIGHTS                                                                

  Under both the CGCL and the DGCL, a shareholder of a corporation
participating in certain mergers and reorganizations may be entitled to receive 
cash in the amount of the "fair value" (Delaware) or "fair market value"        

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(California) of its shares, as determined by a court, in lieu of the            
consideration it would otherwise receive in the transaction.  The limitations   
on such "appraisal rights" are somewhat different in California and Delaware.   

   Shareholders of a California corporation, the shares of which are
listed on a national securities exchange or on the OTC margin stock list,       
generally do not have appraisal rights unless the holders of at least 5% of the 
class of outstanding shares assert the appraisal right.  In any reorganization  
in which a corporation or the shareholders of one corporation own more than 5/6 
of the voting power of the surviving or acquiring corporation, those            
shareholders are denied appraisal rights under the CGCL.                        

    Under the DGCL, appraisal rights are not available to shareholders
with respect to a merger or consolidation by a corporation the shares of which  
are either listed on a national securities exchange or are held of record by    
more than 2,000 holders if the shareholders receive shares of the surviving     
corporation or shares of any other corporation which are similarly listed or    
widely-held and the shareholders do not receive any other property in exchange  
for their shares except cash for fractional shares.  Appraisal rights are also  
unavailable under the DGCL to shareholders of a corporation surviving a merger  
if no vote of those shareholders is required to approve the merger because,     
among other things, the number of shares to be issued in the merger does not    
exceed 20% of the shares of the surviving corporation outstanding immediately   
before the merger and certain other conditions are met.                         

  Generally, the DGCL does not provide shareholders with voting or
appraisal rights when a corporation acquires another business through the       
issuance of its stock, whether in exchange for assets or stock or in a merger   
with a subsidiary.  The CGCL treats these kinds of acquisitions in the same     
manner as a merger of the corporation directly with the business to be acquired 
and provides appraisal rights in the circumstances described in the preceding   
section.                                                                        

INSPECTION OF SHAREHOLDER LISTS                                                 

The CGCL provides for an absolute right of inspection of the  
shareholder list for shareholders holding 5% or more of a corporation's         
outstanding voting shares or shareholders holding 1% or more of such shares who 
have filed a Schedule 14B with the Securities and Exchange Commission.  The     
DGCL provides no such absolute right of shareholder inspection.  However, both  
the CGCL and the DGCL permit any shareholder of record to inspect the           
shareholder list for any purpose reasonably related to that person's interest   
as a shareholder.                                                               

DIVIDENDS                                                                       

         Under the CGCL, any dividends or other distributions to shareholders,
such as redemptions, are limited to the greater of (a) retained earnings or (b) 
an amount which would leave the corporation with assets (excluding certain      
intangible assets) equal to at least 125% of its liabilities (excluding certain 
deferred items) and current assets equal to at least 100% (or, in certain       
circumstances, 125%) of its current liabilities.  The DGCL allows the payment   
of dividends and redemption of stock out of paid-in and earned surplus or out   
of net profits for the current and preceding fiscal years.  In the past five    
years, SPSS has not paid a cash dividend on any class of SPSS capital stock.    
Jandel has never paid cash dividends on Jandel Common Stock.                    

DIFFERENCES REGARDING AMENDMENT OF CHARTERS OR BYLAWS                           

        Jandel's bylaws may be adopted, repealed or amended by the affirmative
vote of the outstanding shares entitled to vote or, subject to the              
shareholders' rights, by the affirmative vote of the board of directors.  SPSS' 
bylaws may be altered, repealed or made by the affirmative vote of 80% of the   
outstanding shares entitled to vote or by the affirmative vote of a majority of 
the board of directors.  Jandel's articles of incorporation do not set forth    
the process of amendments to its articles of incorporation.  SPSS' articles of  
incorporation reserve to its shareholders and directors the right to amend its  
articles in such methods allowed by the DGCL.                                   

NUMBER OF DIRECTORS                                                             

 The CGCL allows the number of persons constituting the board of
directors of a corporation to be fixed by the bylaws or the articles of         
incorporation, or permits the bylaws to provide that the number of directors    
may vary within a specified range, the exact number to be determined by the     
board of directors.  The CGCL further provides                                  

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that, in the case of a variable board, the maximum number of directors may not  
exceed two times the minimum number minus one.  Jandel's bylaws allow a range   
between five and nine directors.  The CGCL also requires that any change in a   
fixed number of directors and any change in the range of a variable board of    
directors specified in the bylaws must be approved by a majority of the         
outstanding shares entitled to vote; provided that a change reducing the        
minimum number of directors to less than three cannot be adopted if votes cast  
against its adoption are equal to more than 16% of the outstanding shares       
entitled to vote.  Jandel currently has nine directors.                         

       The DGCL permits a board of directors to change the authorized number
of directors by amendment to the bylaws unless the number of directors or the   
manner of fixing the number of directors is set forth in the certificate of     
incorporation, in which case the number of directors may be changed only by     
amendment of the certificate of incorporation or consistent with the manner     
specified in the certificate of incorporation, as the case may be.  SPSS'       
certificate of incorporation allows a range between five and nine directors.    
SPSS currently has six directors.                                               

CLASSIFIED BOARD OF DIRECTORS                                                   

    The CGCL generally requires that directors be elected annually but
does permit a "classified" board of directors if (a) a corporation is listed on 
a national stock exchange or (b) the corporation's shares are traded on the     
Nasdaq National Market and are held by at least 800 equity security holders.    
The CGCL also allows the election of one or more directors by the holders of a  
particular class or series of shares.  Jandel's directors are elected annually. 

      The DGCL permits, but does not require, the adoption of a classified
board of directors with staggered terms.  A maximum of three classes of         
directors is permitted by the DGCL, with members of one class to be elected     
each year for a maximum term of three years.  Classification of the board of    
directors might make it more difficult for a person acquiring shares to take    
immediate control of the board of directors.  SPSS' directors are elected in    
staggered three-year terms, with one-third elected each year.                   

INDEMNIFICATION AND PERSONAL LIABILITY OF DIRECTORS AND OFFICERS                

The DGCL provides that a corporation may limit or eliminate a 
director's personal liability for monetary damages to the corporation or its    
stockholders for breach of fiduciary duty as a director, except for liability   
(i) for any breach of the director's duty of loyalty to such corporation or its 
stockholders, (ii) for acts or omissions not in good faith or which involve     
intentional misconduct or a knowing violation of law, (iii) for paying or       
approving a stock repurchase in violation of Section 174 of the DGCL, or (iv)   
for any transaction from which the director derived an improper personal        
benefit.                                                                        

  The CGCL allows a corporation to limit or eliminate a director's
personal liability for monetary damages to the corporation or its shareholders  
for breach of certain duties as director except where such liability is based   
on:  (a) intentional misconduct or knowing and culpable violation of law, (b)   
acts or omissions that a director believes to be contrary to the best interests 
of the corporation or its shareholders, or that involve the absence of good     
faith on the part of the director, (c) receipt of an improper personal benefit, 
(d) acts or omissions that show reckless disregard for the director's duty to   
the corporation or its shareholders, where the director in the ordinary course  
of performing a director's duties should be aware of a risk of serious injury   
to the corporation or its shareholders, (e) acts or omissions that constitute   
an unexcused pattern of inattention that amounts to an abdication of the        
director's duty to the corporation and its shareholders, (f) interested         
transactions between the corporation and a director in which a director has a   
material financial interest, and (g) liability for improper distributions,      
loans or guarantees.                                                            

   In general, the DGCL and the CGCL both provide that directors and
officers as well as other employees and individuals may be indemnified against  
expenses (including attorneys' fees), judgments, fines and amounts paid in      
settlement in connection with specified actions, suits or proceedings, whether  
civil, criminal, administrative or investigative (other than an action by or in 
the right of the corporation as a derivative action) if they acted in good      
faith and in a manner they reasonably believed to be in, or not opposed to, the 
best interest of the corporation, and, with respect to any criminal action or   
proceeding, if they had no reasonable cause to believe their conduct was        
unlawful.  There are, however, certain differences between the DGCL and the     
CGCL.                                                                           

        The CGCL permits indemnification of expenses incurred in derivative or
third-party actions, except that with respect to derivative actions (a) no      
indemnification may be made without court approval when a person is adjudged    

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liable to the corporation in the performance of that person's duty to the       
corporation and its shareholders, unless a court determines such person is      
entitled to indemnity for expenses, and then such indemnification may be made   
only to the extent that such court shall determine and (b) no indemnification   
may be made under the CGCL, without court approval in respect of amounts paid   
or expenses incurred in settling or otherwise disposing of a threatened or      
pending action or amounts incurred in defending a pending action which is       
settled or otherwise disposed of without court approval.  The DGCL allows       
indemnification of such expenses without court approval.                        

     Indemnification is permitted by both the CGCL and the DGCL provided
the requisite standards of conduct are met, as determined by a majority vote of 
a disinterested quorum of the directors, independent legal counsel (if a quorum 
of independent directors is not obtainable), a majority vote of a quorum of the 
shareholders (excluding shares owned by the indemnified party) or the court     
handling the action.                                                            

        The CGCL requires indemnification when the individual has successfully
defended the action on merits (as opposed to the DGCL which requires            
indemnification relating to a successful defense on the merits or otherwise).   

        The DGCL generally permits indemnification of expenses incurred in the
defense or settlement of a derivative or third-party action, provided there is  
a determination by a disinterested quorum of the directors, by independent      
legal counsel or by a majority vote of a quorum of the shareholders that the    
person seeking indemnification acted in good faith and in a manner reasonably   
believed to be in or (in contrast to the CGCL) not opposed to the best          
interests of the corporation.  Without court approval, however, no              
indemnification may be made in respect of any derivative action in which such   
person is adjudged liable for negligence or misconduct in the performance of    
his or her duty to the corporation.  The DGCL requires indemnification of       
expenses when the individual being indemnified has successfully defended the    
action on the merits or otherwise.                                              

Under the DGCL, rights to indemnification and expenses are    
non-exclusive, in that they need not be limited to those expressly provided by  
statute.  The CGCL is similar in that it permits non-exclusive indemnification  
if authorized in the corporation's charter.                                     

     Jandel's certificate of incorporation allows indemnification of the
board of directors to the maximum extent allowable under the CGCL.              

      SPSS' certificate of incorporation provides that a director will not
be personally liable for monetary damages to SPSS or its stockholders for       
breach of fiduciary duty as a director, except for liability (i) for any breach 
of the director's duty of loyalty to SPSS or its stockholders, (ii) for acts or 
omissions not in good faith or which involve intentional misconduct or a        
knowing violation of law, (iii) for paying a dividend or approving a stock      
repurchase or redemption in violation of Section 174 of the DGCL or (iv) for    
any transaction from which the director derived an improper personal benefit.   
SPSS' certificate of incorporation also provides that each current or former    
director, officer, employee or agent of SPSS, or each such person who is or was 
serving or who had agreed to serve at the request of SPSS as a director,        
officer, employee or agent of another corporation, partnership, joint venture,  
trust, or other enterprise (including the heirs, executors, administrators or   
estate of such person), will be indemnified by SPSS to the full extent          
permitted by the DGCL as from time to time in effect.  SPSS' certificate of     
incorporation also provides that such indemnification provisions are not to be  
deemed exclusive of any other rights to which those indemnified may be          
entitled.                                                                       

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LEGAL MATTERS 

     In connection with the Merger contemplated by the Merger Agreement,
Ross & Hardies, Chicago, Illinois, counsel for SPSS will render its opinion     
that the shares of SPSS Common Stock to be issued to the shareholders of Jandel 
in connection with the Merger have been duly authorized and, if issued pursuant 
to the Merger Agreement, will be validly issued, fully paid and non-assessable  
under the current laws of the State of Delaware.                                

EXPERTS 

       The supplemental consolidated financial statements of SPSS Inc. as of
December 31, 1994 and 1995 and for each of the three years in the period ended  
December 31, 1995, have been included herein in reliance upon the report of     
KPMG Peat Marwick LLP, independent certified public accountants, appearing      
elsewhere herein, and upon the authority of said firm as experts in accounting  
and auditing.                                                                   

       The consolidated financial statements of SPSS Inc. as of December 31,
1994 and 1995 and for each of the three years in the period ended               
December 31, 1995, have been included herein and incorporated herein by         
reference in reliance upon the report of KPMG Peat Marwick LLP, independent     
certified public accountants, appearing elsewhere herein, and upon the          
authority of said firm as experts in accounting and auditing.                   

With respect to SPSS Inc.'s unaudited interim financial       
information for the periods ended June 30, 1995 and 1996, included herein, the  
independent certified public accountants have reported that they applied        
limited procedures in accordance with professional standards for a review of    
such information.  However, their separate report included herein and in        
the Company's quarterly report on Form 10-Q for the quarter ended June 30,      
1996, states that they did not audit and they do not express an opinion on that 
interim financial information.  Accordingly, the degree of reliance on their    
report on such information should be restricted in light of the limited nature  
of the review procedures applied.  The accountants are not subject to the       
liability provisions of Section 11 of the Securities Act of 1933 for their      
report on the unaudited interim financial information because that report is    
not a "report" or a "part" of the registration statement prepared or certified  
by the accountants within the meaning of Sections 7 and 11 of the Act.          

 The consolidated financial statements of Jandel Corporation and
subsidiary as of December 31, 1994 and 1995 and for each of the years then      
ended, have been included herein in reliance upon the report of KPMG Peat       
Marwick LLP, independent certified public accountants, appearing elsewhere      
herein, and upon the authority of said firm as experts in accounting and        
auditing.                                                                       

     The financial statements of Clear Software, Inc. as of December 31,
1995 and for the year then ended, included herein, and incorporated herein by   
reference, have been audited by KPMG Peat Marwick LLP, independent              
certified public accountants, as set forth in their report thereon included     
therein and incorporated herein by reference.  Such financial statements are    
incorporated herein by reference in reliance upon such report, given the        
authority of said firm as experts in accounting and auditing.                   

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INDEX TO FINANCIAL STATEMENTS 

                                                        [Enlarge/Download Table]

                                                                                                                 
UNAUDITED PRO FORMA FINANCIAL STATEMENTS                                                                         

Unaudited Pro Forma Condensed Combining Balance Sheet as of June 30, 1996...................................  F-2
Unaudited Pro Forma Condensed Combining Statement of Operations for the year ended December 31, 1993........  F-3
Unaudited Pro Forma Condensed Combining Statement of Operations for the year ended December 31, 1994........  F-4
Unaudited Pro Forma Condensed Combining Statement of Operations for the year ended December 31, 1995........  F-5
Unaudited Pro Forma Condensed Combining Statement of Operations for the six months ended June 30, 1995......  F-6
Unaudited Pro Forma Condensed Combining Statement of Operations for the six months ended June 30, 1996......  F-7
Notes to Unaudited Pro Forma Condensed Combining Financial Statements.......................................  F-8

SPSS INC. AND SUBSIDIARIES                                                                                       

Independent Auditors' Report................................................................................  F-9
Supplemental Consolidated Balance Sheets as of December 31, 1994 and 1995................................... F-10
Supplemental Consolidated Statements of Income for the years ended December 31, 1993, 1994, and 1995........ F-11
Supplemental Consolidated Statements of Stockholders' (Deficit) Equity for the years ended                       
        December 31, 1993, 1994, and 1995................................................................... F-12
Supplemental Consolidated Statements of Cash Flows for the years ended December 31, 1993, 1994, and 1995.... F-13
Notes to 1995 Supplemental Consolidated Financial Statements................................................ F-14
Supplemental Consolidated Balance Sheet as of June 30, 1996 (unaudited)..................................... F-28
Supplemental Consolidated Statements of Income for the six months ended                                          
        June 30, 1995 (unaudited) and 1996 (unaudited)...................................................... F-29
Supplemental Consolidated Statements of Cash Flows for the six months ended                                      
        June 30, 1995 (unaudited) and 1996 (unaudited)...................................................... F-30
Notes to Supplemental Consolidated Financial Statements (unaudited)......................................... F-31
Independent Auditors' Report................................................................................ F-32
Consolidated Balance Sheets as of December 31, 1994 and 1995................................................ F-33
Consolidated Statements of Income for the years ended December 31, 1993,                                         
        1994, and 1995...................................................................................... F-34
Consolidated Statements of Stockholders' (Deficit) Equity for the years ended                                    
        December 31, 1993, 1994, and 1995................................................................... F-35
Consolidated Statements of Cash Flows for the years ended December 31, 1993, 1994, and 1995................. F-36
Notes to 1995 Consolidated Financial Statements............................................................. F-37
Independent Auditors Review Report.......................................................................... F-48
Consolidated Balance Sheets as of December 31, 1995 and June 30, 1996 (unaudited)........................... F-49
Consolidated Statements of Income for the three-month and six-month periods ended                                
        June 30, 1995 (unaudited) and 1996 (unaudited)...................................................... F-50
Consolidated Statements of Cash Flows for the six-month periods ended                                            
        June 30, 1995 (unaudited) and 1996 (unaudited)...................................................... F-51
Notes to the Unaudited Consolidated Financial Statement..................................................... F-52

JANDEL CORPORATION AND SUBSIDIARY                                                                                

Years ended December 31, 1994 and 1995 and six months ended June 30, 1995                                        
        (unaudited) and 1996 (unaudited):                                                                        

Independent Auditors' Report................................................................................ F-53
Consolidated Balance Sheets................................................................................. F-54
Consolidated Statements of Operations....................................................................... F-55
Consolidated Statements of Shareholders' Equity............................................................. F-56
Consolidated Statements of Cash Flows....................................................................... F-57
Notes to Consolidated Financial Statements.................................................................. F-58

CLEAR SOFTWARE INC.                                                                                              

Independent Auditors' Report................................................................................ F-66
Balance Sheet as of December 31, 1995....................................................................... F-67
Statement of Income and Retained Earnings for the year ended December 31, 1995.............................. F-68
Statement of Cash Flows for the year ended December 31, 1995................................................ F-69
Notes to 1995 Financial Statements.......................................................................... F-70

Balance Sheet as of June 30, 1996 (unaudited)............................................................... F-73
Statement of Income and Retained Earnings for the six-month periods ended                                        
        June 30, 1995 (unaudited) and 1996 (unaudited)...................................................... F-74
Statement of Cash Flows for the six-month periods ended                                                          
       June 30, 1995 (unaudited) and 1996 (unaudited)....................................................... F-75
Notes to the Unaudited Financial Statements................................................................. F-76

70

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SPSS INC. AND SUBSIDIARIES  

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINING  
FINANCIAL STATEMENTS  

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINING FINANCIAL STATEMENTS 

The following unaudited pro forma condensed consolidated combining balance      
sheet of SPSS combines the supplemental consolidated balance sheet of SPSS and  
the balance sheet of Jandel applying the pooling-of-interests method of         
accounting.  The unaudited pro forma condensed consolidated combining           
statements of operations for the years ended December 31, 1993, 1994, and 1995, 
and for the six month periods ended June 30, 1995 and 1996 combines the         
supplemental consolidated statements of operations of SPSS and the statements   
of operations of Jandel applying the pooling-of-interests method of accounting. 

The unaudited pro forma condensed consolidated combining financial statements   
give effect to the issuance of SPSS Common Stock in exchange for the            
outstanding shares of common stock of Jandel, and includes adjustments          
described in the notes to unaudited pro forma condensed consolidated combining  
financial statements.                                                           

The pro forma unaudited pro forma condensed consolidated combining financial    
statements are presented for illustrative purposes only and do not purport to   
represent what SPSS' results of operations or financial position would have     
been had the Merger occurred on the dates indicated or for any future period or 
date, and are therefore qualified in their entirety by reference to and should  
be read in conjunction with the supplemental and historical consolidated        
financial of SPSS and the consolidated financial statements of Jandel included  
herein.                                                                         

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINING BALANCE SHEET

JUNE 30, 1996 
(amounts in thousands)

                                                        [Enlarge/Download Table]

                                                 SPSS Inc.               Pro Forma    SPSS Inc.
                                                 Supplemental  Jandel    Adjustments  Pro Forma
                                                 ------------  ------    -----------  ---------
                                                                                               
ASSETS                                                                                         
Current assets:                                                                                
   Cash & cash equivalents                         $11,645       $  246         $ -    $11,891 
   Accounts receivable, net                         12,494          712           -     13,206 
   Other current assets                              3,345          285           -      3,630 
                                                   -------       ------         ---    ------- 
     Total current assets                           27,484        1,243           -     28,727 
                                                   -------       ------         ---    ------- 
Net equipment and leasehold improvements             4,988          410           -      5,398 
Capitalized software development costs, net          6,748            -           -      6,748 
Other assets                                         3,878          134           -      4,012 
                                                   -------       ------         ---    ------- 
     Total assets                                  $43,098       $1,787         $ -    $44,885 
                                                   =======       ======         ===    ======= 

LIABILITIES AND STOCKHOLDERS' EQUITY                                                           
Current liabilities:                                                                           
   Accounts payable and accruals                   $13,817       $  999         $ -    $14,816 
   Deferred revenues                                 5,348          238           -      5,586 
                                                   -------       ------         ---    ------- 
     Total current liabilities                      19,165        1,237           -     20,402 
                                                   -------       ------         ---    ------- 
Other non-current liabilities                        2,177           26           -      2,203 

Stockholders' equity                                21,756          524           -     22,280 

     Total liabilities and stockholders' equity    $43,098       $1,787         $ -    $44,885 
                                                   =======       ======         ===    ======= 

See accompanying notes to the unaudited pro forma condensed consolidated
combining financial statements.                                         

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINING
STATEMENT OF OPERATIONS 
YEAR ENDED DECEMBER 31, 1993
(in thousands, except share and per share data) 

                                                        [Enlarge/Download Table]

                                            SPSS Inc.               Pro Forma    SPSS Inc. 
                                            Supplemental    Jandel  Adjustments  Pro Forma 
                                            ------------    ------  -----------  --------- 
                                                                                           
Net revenues:                                                                              
     Desktop products                       $  27,953     $ 7,583         $  -   $  35,536 
     Large System products                     11,785           -            -      11,785 
     Other products and service                 4,853           -            -       4,853 
                                            ---------     -------         ----   --------- 
Net revenues                                   44,591       7,583            -      52,174 

Cost of revenues                                5,415       1,248            -       6,663 
                                            ---------     -------         ----   --------- 
Gross profit                                   39,176       6,335            -      45,511 
                                            ---------     -------         ----   --------- 
Operating expenses:                                                                        
     Sales and marketing                       21,677       3,066            -      24,743 
     Product development                        6,887       1,443            -       8,330 
     General and administrative                 4,004       1,285            -       5,289 
                                            ---------     -------         ----   --------- 
Operating expenses                             32,568       5,794            -      38,362 
                                            ---------     -------         ----   --------- 
Operating income                                6,608         541            -       7,149 
                                            ---------     -------         ----   --------- 
Other income (expense):                                                                    
     Interest income                               30          14            -          44 
     Interest expense                          (1,689)        (37)           -      (1,726)
     Other                                       (390)          -            -        (390)
                                            ---------     -------         ----   --------- 
Other income (expense)                         (2,049)        (23)           -      (2,072)
                                            ---------     -------         ----   --------- 
Income before income taxes                      4,559         518            -       5,077 
Income tax expense                              1,349           8            -       1,357 
                                            ---------     -------         ----   --------- 
Net income                                  $   3,210     $   510         $  -   $   3,720 
                                            =========     =======         ====   ========= 
Net income per share                        $    0.65     $  1.35         $  -   $    0.70 
                                            =========     =======         ====   ========= 
Shares used in computing per share amounts  4,958,089     378,922            -   5,289,670 
                                            =========     =======         ====   ========= 

See accompanying notes to the unaudited pro forma condensed consolidated
combining  financial statements.                                        

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINING
STATEMENT OF OPERATIONS 
YEAR ENDED DECEMBER 31, 1994
(in thousands, except share and per share data) 

                                                        [Enlarge/Download Table]

                                             SPSS Inc.                Pro Forma   SPSS Inc. 
                                            Supplemental   Jandel    Adjustments  Pro Forma 
                                            ------------  -------    -----------  --------- 
                                                                                            
Net revenues:                                                                               
     Desktop products                        $  37,846     $ 8,096       $  -     $  45,942 
     Large System products                      10,835           -          -        10,835 
     Other products and service                  5,817           -          -         5,817 
                                             ---------     -------       ----     --------- 
Net revenues                                    54,498       8,096          -        62,594 
Cost of revenues                                 5,923       1,320          -         7,243 
                                             ---------     -------       ----     --------- 
Gross profit                                    48,575       6,776          -        55,351 
                                             ---------     -------       ----     --------- 
Operating expenses:                                                                         
     Sales and marketing                        28,564       3,545          -        32,109 
     Product development                         7,686       1,529          -         9,215 
     General and administrative                  4,252       1,342          -         5,594 
     Acquisition-related charges                 1,928           -          -         1,928 
                                             ---------     -------       ----     --------- 
Operating expenses                              42,430       6,416          -        48,846 
                                             ---------     -------       ----     --------- 
Operating income                                 6,145         360          -         6,505 
                                             ---------     -------       ----     --------- 
Other income (expense):                                                                     
     Interest income                               119          13          -           132 
     Interest expense                             (349)        (12)         -          (361)
     Other                                        (128)          -          -          (128)
                                             ---------     -------       ----     --------- 
Other income (expense)                            (358)          1          -          (357)
                                             ---------     -------       ----     --------- 
Income before income taxes                       5,787         361          -         6,148 
Income tax expense                               2,191           1          -         2,192 
                                             ---------     -------       ----     --------- 
Net income                                   $   3,596     $   360       $  -     $   3,956 
                                             =========     =======       ====     ========= 
Net income per share                         $    0.54     $  0.98       $  -     $    0.56 
                                             =========     =======       ====     ========= 
Shares used in computing per share amounts   6,696,604     367,948          -     7,018,582 
                                             =========     =======       ====     ========= 

See accompanying notes to the unaudited pro forma condensed consolidated  
combining financial statements.                                           

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINING
STATEMENT OF OPERATIONS 
YEAR ENDED DECEMBER 31, 1995
(in thousands, except share and per share data) 

                                                        [Enlarge/Download Table]

                                             SPSS Inc.               Pro Forma    SPSS Inc. 
                                            Supplemental    Jandel   Adjustments  Pro Forma 
                                            ------------    ------   -----------  --------- 
                                                                                            
Net revenues:                                                                               
     Desktop products                          $  48,856   $ 8,010         $   -  $  56,866 
     Large System products                        10,694         -             -     10,694 
     Other products and service                    6,234         -             -      6,234 
                                               ---------   -------         -----  --------- 
Net revenues                                      65,784     8,010             -     73,794 

Cost of revenues                                   6,383     1,326             -      7,709 
                                               ---------   -------         -----  --------- 
Gross profit                                      59,401     6,684             -     66,085 
                                               ---------   -------         -----  --------- 
Operating expenses:                                                                         
     Sales and marketing                          35,059     3,833             -     38,892 
     Product development                           8,929     1,934             -     10,863 
     General and administrative                    4,849     1,428             -      6,277 
     Nonrecurring items                            2,466       -               -      2,466 
     Acquisition-related charges                   1,051       -               -      1,051 
                                               ---------   -------         -----  --------- 
Operating expenses                                52,354     7,195             -     59,549 
                                               ---------   -------         -----  --------- 
Operating income (loss)                            7,047      (511)            -      6,536 
                                               ---------   -------         -----  --------- 
Other income (expense):                                                                     
     Interest income                                 295        10             -        305 
     Interest expense                               (124)       (5)            -       (129)
     Other                                           132       -               -        132 
                                               ---------   -------         -----  --------- 
Other income (expense)                               303         5             -        308 
                                               ---------   -------         -----  --------- 
Income (loss) before income taxes                  7,350      (506)            -      6,844 
Income tax expense                                 2,968         1             -      2,969 
                                               ---------   -------         -----  --------- 
Net income (loss)                              $   4,382   $  (507)        $   -  $   3,875 
                                               =========   =======         =====  ========= 
Net income (loss) per share                    $    0.56   $ (1.47)        $   -  $    0.48 
                                               =========   =======         =====  ========= 
Shares used in computing per share amounts     7,768,740   344,800             -  8,070,462 
                                               =========   =======         =====  ========= 

See accompanying notes to the unaudited pro forma condensed consolidated
combining financial statements.                                         

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    UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINING
STATEMENT OF OPERATIONS 
SIX MONTHS ENDED JUNE 30, 1995
(in thousands, except share and per share data) 

                                                                [Download Table]

                                       SPSS Inc.              Pro Forma    SPSS Inc.
                                     Supplemental   Jandel   Adjustments   Pro Forma
                                     ------------   ------   -----------   ---------
                                                                                    
Net revenues:                                                                       
     Desktop products               $  22,560      $ 3,735    $  -        $  26,295 
     Large System products              5,110          -         -            5,110 
     Other products and service         3,558          -         -            3,558 
                                    ---------      -------    -------     --------- 
Net revenues                           31,228        3,735       -           34,963 

Cost of revenues                        2,911          588       -            3,499 
                                    ---------      -------    -------     --------- 
Gross profit                           28,317        3,147       -           31,464 
                                    ---------      -------    -------     --------- 
Operating expenses:                                                                 
     Sales and marketing               17,452        1,683       -           19,135 
     Product development                4,291          930       -            5,221 
     General and administrative         2,365          702       -            3,067 
                                    ---------      -------    -------     --------- 
Operating expenses                     24,108        3,315       -           27,423 
                                    ---------      -------    -------     --------- 
Operating income (loss)                 4,209         (168)      -            4,041 
                                    ---------      -------    -------     --------- 
Other income (expense):                                                             
     Interest income                       12            8       -               20 
     Interest expense                      (1)          (3)      -               (4)
     Other                                142            -       -              142 
                                    ---------      -------    -------     --------- 
Other income (expense)                    153            5       -              158 
                                    ---------      -------    -------     --------- 
Income (loss) before income taxes       4,362         (163)      -            4,199 
Income tax expense                      1,418            1       -            1,419 
                                    ---------      -------    -------     --------- 
Net income (loss)                   $   2,944      $  (164)   $  -        $   2,780 
                                    =========      =======    =======     ========= 
Net income (loss) per share         $    0.39      $  0.48    $  -        $    0.35 
                                    =========      =======    =======     ========= 
Shares used in computing per share                                                  
amounts                             7,587,850      344,258       -        7,889,098 
                                    =========      =======    =======     ========= 

See accompanying notes to the unaudited pro forma condensed consolidated
combining financial statements.                                         

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINING
STATEMENT OF OPERATIONS 
SIX MONTHS ENDED JUNE 30, 1996
(in thousands, except share and per share data) 

                                                                [Download Table]

                                       SPSS Inc.              Pro Forma    SPSS Inc.
                                     Supplemental    Jandel  Adjustments   Pro Forma
                                    -------------    ------  -----------   ---------
                                                                                    
Net revenues:                                                                       
     Desktop products               $   27,279     $ 4,122     $ -      $   31,401  
     Large System products               5,467           -       -           5,467  
     Other products and service          3,130           -       -           3,130  
                                    ----------     -------     ------   ----------  
Net revenues                            35,876       4,122       -          39,998  

Cost of revenues                         3,396         677       -           4,073  
                                    ----------     -------     ------   ----------  
Gross profit                            32,480       3,445       -          35,925  
                                    ----------     -------     ------   ----------  
Operating expenses:                                                                 
     Sales and marketing                18,586       2,145       -          20,731  
     Product development                 5,460         850       -           6,310  
     General and administrative          2,683         752       -           3,435  
                                    ----------     -------     ------   ----------  
Operating expenses                      26,729       3,747       -          30,476  
                                    ----------     -------     ------   ----------  
Operating income (loss)                  5,751        (302)      -           5,449  
                                    ----------     -------     ------   ----------  
Other income (expense):                                                             
     Interest income                       225           3       -             228  
     Interest expense                       (1)         (1)      -              (2) 
     Other                                (106)          -       -            (106) 
                                    ----------     -------     ------   ----------  
Other income (expense)                     118           2       -             120  
                                    ----------     -------     ------   ----------  
Income (loss) before income taxes        5,869        (300)      -           5,569  
Income tax expense                       1,929           1       -           1,930  
                                    ----------     -------     ------   ----------  
Net income (loss)                   $    3,940     $  (301)    $  -     $    3,639  
                                    ==========     =======     ======   ==========  
Net income (loss) per share         $     0.49     $ (0.87)    $  -     $     0.44  
                                    ==========     =======     ======   ==========  
Shares used in computing per share                                                  
amounts                              8,001,963     345,407          -    8,287,990  
                                    ==========     =======     ======   ==========  

See accompanying notes to the unaudited pro forma condensed consolidated
combining financial statements.                                                 

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED   
COMBINING FINANCIAL STATEMENTS    

NOTE A - DESCRIPTION OF BUSINESS COMBINATION                                    

On  October 8, 1996, SPSS Inc. signed an agreement in principal to acquire      
Jandel Corporation.  SPSS Inc. has agreed to exchange approximately 357,000     
shares of its common stock in exchange for all outstanding common stock of      
Jandel Corporation, a developer and marketer of graphical and statistical       
software products used mainly in scientific applications.  The closing of the   
definitive merger agreement is subject to approval by the shareholders of       
Jandel Corporation and subject to the satisfaction of conditions customary in   
such agreements.  This business combination is anticipated to be accounted for  
as a pooling-of-interests, and accordingly, the unaudited pro forma condensed   
consolidated combining financial statements reflect the accounts and results of 
operations of Jandel Corporation for all periods, assuming the business         
combination will be approved by the shareholders of Jandel.                     

NOTE B - COSTS OF THE BUSINESS COMBINATION                                      

The unaudited pro forma condensed consolidated combining financial statements   
do not include any adjustments relating to costs associated with the business   
combination.                                                                    

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SPSS INC. AND SUBSIDIARIES  

SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS  

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INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders                                     
SPSS Inc.:                                                                  

We have audited the accompanying supplemental consolidated balance          
sheets of SPSS Inc. and subsidiaries as of December 31, 1994 and 1995,      
and the related supplemental consolidated statements of income,             
stockholders' (deficit) equity, and cash flows for each of the years in     
the three-year period ended December 31, 1995.  These supplemental          
consolidated financial statements are the responsibility of the             
Company's management.  Our responsibility is to express an opinion on       
these supplemental consolidated financial statements based on our           
audits.                                                                     

We conducted our audits in accordance with generally accepted auditing      
standards.  Those standards require that we plan and perform the audit      
to obtain reasonable assurance about whether the financial statements       
are free of material misstatement.  An audit includes examining, on a       
test basis, evidence supporting the amounts and disclosures in the          
financial statements.  An audit also includes assessing the accounting      
principles used and significant estimates made by management, as well       
as evaluating the overall financial statement presentation.  We believe     
that our audits provide a reasonable basis for our opinion.                 

The supplemental consolidated financial statements give retroactive         
effect to the merger of SPSS Inc. and Clear Software, Inc. on September     
26, 1996, which has been accounted for as a pooling of interests as         
described in note 6 to the supplemental consolidated financial              
statements.  Generally accepted accounting principles proscribe giving      
effect to a consummated business combination accounted for by the           
pooling-of-interests method in financial statements that do not include     
the date of consummation.  These financial statements do not extend         
through the date of consummation.  However, they will become the            
historical consolidated financial statements of SPSS Inc. and               
subsidiaries after financial statements covering the date of                
consummation of the business combination are issued.                        

In our opinion, the supplemental consolidated  financial statements         
referred to above present fairly, in all material respects, the             
financial position of SPSS Inc. and subsidiaries as of December 31,         
1994 and 1995, and the results of their operations and their cash flows     
for each of the years in the three-year period ended December 31, 1995,     
in conformity with generally accepted accounting principles applicable      
after financial statements are issued for a period which includes the       
date of consummation of the business combination.                           

                           KPMG PEAT MARWICK LLP

Chicago, Illinois                                                           
September 26, 1996                                                          

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SPSS INC. AND SUBSIDIARIES                                                      

Supplemental Consolidated Balance Sheets                                        

December 31, 1994 and 1995                                                      

(In thousands, except share data)                                               

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------------------------
     ASSETS                                                                            1994      1995   
--------------------------------------------------------------------------------------------------------
                                                                                                        
Current assets:                                                                                         
   Cash and cash equivalents                                                      $     1,780    10,924 
   Accounts receivable, net of allowances of $391 in 1994                                               
     and $682 in 1995                                                                  10,743    12,543 
   Inventories                                                                          1,447     1,614 
   Prepaid expenses and other current assets                                            1,459     1,469 
--------------------------------------------------------------------------------------------------------
Total current assets                                                                   15,429    26,550 
--------------------------------------------------------------------------------------------------------
Equipment and leasehold improvements, at cost:                                                          
  Furniture, fixtures, and office equipment                                             3,234     3,501 
  Computer equipment and software                                                       7,178     8,711 
  Leasehold improvements                                                                1,326     1,413 
--------------------------------------------------------------------------------------------------------
                                                                                       11,738    13,625 
  Less accumulated depreciation and amortization                                        7,851     9,283 
--------------------------------------------------------------------------------------------------------
Net equipment and leasehold improvements                                                3,887     4,342 
--------------------------------------------------------------------------------------------------------
Capitalized software development costs, net of accumulated amortization                 7,207     6,839 
Goodwill, net of accumulated amortization                                               2,221     2,113 
Other assets                                                                            3,050     1,999 
--------------------------------------------------------------------------------------------------------
                                                                                  $    31,794    41,843 
--------------------------------------------------------------------------------------------------------
     LIABILITIES AND STOCKHOLDERS' EQUITY                                                               
--------------------------------------------------------------------------------------------------------
Current liabilities:                                                                                    
  Notes payable                                                                         2,881         - 
  Accounts payable                                                                      4,521     2,602 
  Accrued royalties                                                                       519       496 
  Accrued rent                                                                          1,202       921 
  Other accrued liabilities                                                             6,384     8,787 
  Income taxes and value added taxes payable                                            2,599     2,262 
  Customer advances                                                                       504       295 
  Deferred revenues                                                                     6,321     6,485 
--------------------------------------------------------------------------------------------------------
Total current liabilities                                                              24,931    21,848 
--------------------------------------------------------------------------------------------------------
Deferred income taxes                                                                   2,191     2,015 
Other non-current liabilities                                                             550       288 
Stockholders' equity:                                                                                   
  Common Stock, $.01 par value; 50,000,000 shares authorized;                                           
    6,375,559 and 7,316,230 shares issued and outstanding at                                            
    December 31, 1994 and 1995, respectively                                               64        73 
  Additional paid-in capital                                                           27,889    37,317 
  Cumulative foreign currency translation adjustments                                    (463)     (699)
  Accumulated deficit                                                                 (23,368)  (18,999)
--------------------------------------------------------------------------------------------------------
Total stockholders' equity                                                              4,122    17,692 
--------------------------------------------------------------------------------------------------------
Commitments (note 7)                                                                        -         - 
--------------------------------------------------------------------------------------------------------
                                                                                  $    31,794    41,843 
--------------------------------------------------------------------------------------------------------

See accompanying notes to supplemental consolidated financial statements.       

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SPSS INC. AND SUBSIDIARIES                                                      

Supplemental Consolidated Statements of Income                                  

Years ended December 31, 1993, 1994 and 1995                                    

(In thousands, except share and per share data)                                 

                                                                [Download Table]

-----------------------------------------------------------------------------------
                                                      1993       1994       1995   
-----------------------------------------------------------------------------------
                                                                                   
Net revenues:                                                                      
  Desktop products                               $   27,953     37,846     48,856  
  Large System products                              11,785     10,835     10,694  
  Other products and services                         4,853      5,817      6,234  
-----------------------------------------------------------------------------------
Net revenues                                         44,591     54,498     65,784  

Cost of revenues                                      5,415      5,923      6,383  
-----------------------------------------------------------------------------------
Gross profit                                         39,176     48,575     59,401  
-----------------------------------------------------------------------------------
Operating expenses:                                                                
  Sales and marketing                                21,677     28,564     35,059  
  Product development                                 6,887      7,686      8,929  
  General and administrative                          4,004      4,252      4,849  
  Nonrecurring items                                      -          -      2,466  
  Acquisition-related charges                             -      1,928      1,051  
-----------------------------------------------------------------------------------
Operating expenses                                   32,568     42,430     52,354  
-----------------------------------------------------------------------------------
Operating income                                      6,608      6,145      7,047  
-----------------------------------------------------------------------------------

Other income (expense):                                                            
  Interest income                                        30        119        295  
  Interest expense                                   (1,689)      (349)      (124) 
  Other                                                (390)      (128)       132  
-----------------------------------------------------------------------------------
Other income (expense)                               (2,049)      (358)       303  
-----------------------------------------------------------------------------------
Income before income taxes                            4,559      5,787      7,350  

Income tax expense                                    1,349      2,191      2,968  
-----------------------------------------------------------------------------------
Net income                                       $    3,210      3,596      4,382  
-----------------------------------------------------------------------------------
Net earnings per share                           $     0.65       0.54       0.56  
-----------------------------------------------------------------------------------
Weighted average common stock and common                                           
  stock equivalent shares outstanding             4,958,089  6,696,604  7,768,740  
-----------------------------------------------------------------------------------


See accompanying notes to supplemental consolidated financial statements.       

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SPSS INC. AND SUBSIDIARIES                                                      

Supplemental Consolidated Statements of Stockholders' (Deficit) Equity          

Years ended December 31, 1993, 1994 and 1995                                    

(In thousands, except share data)                                               

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------------------------------  
                                                                                   1993        1994      1995   
--------------------------------------------------------------------------------------------------------------- 
                                                                                                                
Preferred stock Series A convertible, $.01 par value:                                                           
  Balance at beginning of period                                                $        1         -          - 
  Conversion of 52,650 shares of preferred stock                                                                
    to common stock                                                                     (1)        -          - 
--------------------------------------------------------------------------------------------------------------- 
Balance at end of period                                                                 -         -          - 
--------------------------------------------------------------------------------------------------------------- 
Preferred stock Series B convertible, $.01 par value:                                                           
  Balance at beginning of period                                                         1         -          - 
  Conversion of 60,000 shares of preferred stock                                                                
    to common stock                                                                     (1)         -         - 
--------------------------------------------------------------------------------------------------------------- 
Balance at end of period                                                                 -         -          - 
--------------------------------------------------------------------------------------------------------------- 
Common stock, $.01 par value:                                                                                   
  Balance at beginning of period                                                         2        62         64 
  Conversion of 52,650 shares of Series A convertible                                                           
    preferred stock to 1,755,000 shares of common                                                               
    stock                                                                               18         -          - 
  Conversion of 60,000 shares of Series B convertible                                                           
    preferred stock to 2,000,000 shares of common                                                               
    stock                                                                               20         -          - 
  Initial public offering of 2,266,667 shares of common stock                           22         -          - 
  Issuance of 150,000 and 1,885 shares of common stock                                                          
    in 1994 and 1995, respectively                                                       -         2          - 
  Public offering of 908,287 shares of common stock                                      -         -          9 
--------------------------------------------------------------------------------------------------------------- 
Balance at end of period                                                                62        64         73 
--------------------------------------------------------------------------------------------------------------- 
Additional paid-in capital:                                                                                     
  Balance at beginning of period                                                    10,772    26,306     27,889 
  Conversion of 52,650 shares of Series A convertible                                                           
    preferred stock                                                                    (17)        -          - 
  Conversion of 60,000 shares of Series B convertible                                                           
    preferred stock                                                                    (19)        -          - 
  Initial public offering of 2,266,667 shares of common stock                       15,569         -          - 
  Issuance of 150,000 and 1,885 shares of common stock                                                          
    in 1994 and 1995, respectively                                                       -     1,226          - 
  Public offering of 908,287 shares of common stock                                      -         -      9,118 
  Sale of 30,330 and 9,892 shares of common stock to                                                            
    the Employee Stock Purchase and 401(k) Plans                                                                
    in 1994 and 1995, respectively                                                       -       265        141 
  Exercise of stock options and other                                                    -        12         51 
  Income tax benefit related to stock options and                                                               
    Employee Stock Purchase Plan                                                         -        44        117 
  Undistributed earnings related to business combination                                 1        36          1 
--------------------------------------------------------------------------------------------------------------- 
Balance at end of period                                                        $   26,306    27,889     37,317 
--------------------------------------------------------------------------------------------------------------- 
Foreign currency translation adjustment:                                                                        
  Balance at beginning of period                                                $     (805)     (332)      (463)
  Translation adjustment                                                               473      (131)      (236)
--------------------------------------------------------------------------------------------------------------- 
Balance at end of period                                                              (332)     (463)      (699)
--------------------------------------------------------------------------------------------------------------- 
Accumulated deficit:                                                                                            
  Balance at beginning of period                                                   (30,137)  (26,928)   (23,368)
  Net income                                                                         3,210     3,596      4,382 
  Undistributed earnings related to business combination                                (1)      (36)        (1)
  Dividends declared                                                                     -         -        (12)
--------------------------------------------------------------------------------------------------------------- 
Balance at end of period                                                           (26,928)  (23,368)   (18,999)
--------------------------------------------------------------------------------------------------------------- 
Total stockholders' (deficit) equity                                            $     (892)    4,122     17,692 
--------------------------------------------------------------------------------------------------------------- 


See accompanying notes to supplemental consolidated financial statements.       

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SPSS INC. AND SUBSIDIARIES                                                      

Supplemental Consolidated Statements of Cash Flows                              

Years ended December 31, 1993, 1994 and 1995                                    

(In thousands)                                                                  

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------
                                                                    1993     1994     1995 
-------------------------------------------------------------------------------------------
                                                                                           
Cash flows from operating activities:                                                      
  Net income                                                  $    3,210    3,596    4,382 
  Adjustments to reconcile net income to net cash                                          
    provided by operating activities:                                                      
      Depreciation and amortization                                2,079    3,303    4,441 
      Stock option compensation expense                                -        -       15 
      Deferred income taxes                                           62      612     (176)
      Write-off of software development costs and                                          
        other assets                                                   -        -    2,281 
      Write-off of acquired and in-process technology                  -    1,741      851 
      Write-off of deferred loan costs                               277        -        - 
      Changes in assets and liabilities, net of effects of                                 
        acquisitions:                                                                      
          Accounts receivable                                       (661)  (2,996)  (1,416)
          Inventories                                               (218)     158     (236)
          Accounts payable                                         2,909   (1,477)  (2,087)
          Accrued royalties                                           75       (5)     (23)
          Accrued expenses                                        (1,127)  (1,234)    (319)
          Other                                                   (1,007)      50        9 
-------------------------------------------------------------------------------------------
Net cash provided by operating activities                          5,599    3,748    7,722 
-------------------------------------------------------------------------------------------
Cash flows from investing activities:                                                      
  Capital expenditures, net                                       (1,570)  (2,181)  (2,648)
  Capitalized software development costs                          (2,116)  (3,219)  (2,504)
  Shareholder lawsuit appeal bond                                 (1,184)       -        - 
  Net (payments) receipts related to acquisitions                      -     (149)      46 
-------------------------------------------------------------------------------------------
Net cash used in investing activities                             (4,870)  (5,549)  (5,106)
-------------------------------------------------------------------------------------------
Cash flows from financing activities:                                                      
  Net borrowings under line-of-credit agreements                    (639)   1,506   (2,874)
  Proceeds from issuance of common stock                          16,864      277   10,509 
  Costs of issuance of common stock                               (1,272)       -   (1,205)
  Retired subordinated debt                                       (7,167)       -        - 
  Retired term loan                                               (7,000)       -        - 
  Income tax benefit from stock option exercises                       -       44      117 
  Other                                                                -        -      (19)
-------------------------------------------------------------------------------------------
Net cash provided by financing activities                     $      786    1,827    6,528 
-------------------------------------------------------------------------------------------
Net change in cash and cash equivalents                       $    1,515       26    9,144 
Cash and cash equivalents at beginning of period                     239    1,754    1,780 
-------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                         1,754    1,780   10,924 
-------------------------------------------------------------------------------------------
Supplemental disclosures of cash flow information:                                         
  Interest paid                                               $    3,069      224      137 
  Income taxes paid                                                   50      749    3,458 
-------------------------------------------------------------------------------------------
Supplemental disclosures of non-cash activity:                                             
  Conversion of Series A convertible preferred stock          $      (18)       -        - 
  Conversion of Series B convertible preferred stock                 (20)       -        - 
  Issuance of common stock for the purchase of                                             
    SYSTAT, Inc.                                                       -       (2)       - 
-------------------------------------------------------------------------------------------


See accompanying notes to supplemental consolidated financial statements.       

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SPSS INC, AND SUBSIDIARIES                                                      

Notes to Supplemental Consolidated Financial Statements                         

December 31, 1993, 1994 and 1995                                                

________________________________________________________________________________

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                 

(A) DESCRIPTION OF BUSINESS                                             

SPSS Inc. (the Company) develops, markets, and supports statistical     
   software products and services that enable the effective use of marketplace
   and enterprise data in decision making.  The primary users of the Company's
 software are managers and data analysts in corporate settings, government
agencies and academic institutions. The Company markets its products and
services worldwide.                                                     

(B) PRINCIPLES OF CONSOLIDATION                                         

  The supplemental consolidated financial statements include the accounts of
   SPSS Inc. and its wholly owned subsidiaries.  All intercompany accounts and
transactions have been eliminated in consolidation.                     

(C) USE OF ESTIMATES                                                    

Management of the Company has made a number of estimates and assumptions
 relating to the reporting of assets and liabilities and the disclosure of
 contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting  
periods.  Actual results could differ from those estimates.             

(D) SOFTWARE REVENUE RECOGNITION                                        

The Company recognizes revenue from Desktop product licenses, net of an 
   allowance for estimated returns and cancellations, at the time the software
is delivered.  Revenue from Large System product license  agreements is 
recognized upon contract execution, product delivery, and customer      
acceptance.                                                             

   Revenue from postcontract customer support (PCS or maintenance) agreements,
including PCS bundled with Desktop product and Large System product     
licenses, is recognized ratably over the term of the related PCS        
agreements.  Certain Desktop product licenses include commitments for   
 insignificant obligations, such as technical and other support, for which
an accrual is provided.                                                 

Revenue from consulting, publications, and other items included in other
  revenue is recognized as the related products or services are delivered or
rendered.                                                               

(E) SOFTWARE DEVELOPMENT COSTS                                          

 Software development costs incurred by the Company in connection with the
   Company's long-term development projects are capitalized in accordance with
Statement of Financial Accounting Standards No. 86.  The Company has not
capitalized software development  costs relating to development projects
   where the net realizable value is of short duration, as the effect would be
immaterial.  The Company reviews capitalized software development costs 
 each period and, if necessary, reduces the carrying value of each product
to its net realizable value.                                            

                                                                   (Continued)
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SPSS INC. AND SUBSIDIARIES                                                      

Notes to Supplemental Consolidated Financial Statements                         
________________________________________________________________________________

(F) COMPUTATION OF NET EARNINGS PER SHARE                               

   The net earnings per common and common equivalent share for the years ended
December 31, 1993, 1994 and 1995 have been computed using the weighted  
  average number of common and dilutive common equivalent shares outstanding
for each year (4,958,089, 6,696,604 and 7,768,740 shares, respectively).
Common equivalent shares consist of the shares issuable upon exercise of
stock options (using the treasury stock method).                        

Pursuant to Securities and Exchange Commission Staff Accounting Bulletin
 No. 83, options for common stock granted during the 12 months immediately
preceding the Company's initial public offering date (using the treasury
stock method and the public offering price of $8.00 per share) have been
included in the calculation of common and common equivalent shares as if
   they were outstanding for all periods presented prior to the initial public
   offering.  In addition, the calculation also includes preferred stock as if
  converted to Common Stock on the original date of issuance for all periods
presented prior to the initial public offering (see note 2).            

(G) DEPRECIATION AND AMORTIZATION                                       

   Depreciation of furniture and equipment is provided using the straight-line
method over the estimated useful lives of the assets, which range from  
three to eight years.  Leasehold improvements are amortized on the      
straight-line method over the remaining terms of the respective leases. 
Capitalized software costs are amortized on a straight-line method over 
three to five years based upon the expected life of each product.  This 
   method results in greater amortization than the method based upon the ratio
of current year gross product revenue to current and anticipated future 
gross product revenue.                                                  

(H) INCOME TAXES                                                        

The Company follows Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes (Statement 109).  Statement 109 requires the
   asset and liability method of accounting for income taxes in which deferred
 tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying    
 amounts of existing assets and liabilities and their respective tax bases
 and operating loss and tax credit carryforwards.  Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to   
taxable income in the years in which those temporary differences are    
expected to be recovered or settled.  Under Statement 109, the effect on
  deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.               

(I) INVENTORIES                                                         

  Inventories, consisting of finished goods, are stated at the lower of cost
or market.  Cost is determined using the first-in, first-out method.    

                                                                     (Continued)

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SPSS INC. AND SUBSIDIARIES                                                      

Notes to Supplemental Consolidated Financial Statements                         
________________________________________________________________________________

(J) GOODWILL                                                            

The excess of the cost over the fair value of net assets acquired is    
   recorded as goodwill and amortized on a straight-line basis over ten years.
  Accumulated amortization was $143,000 and $353,000 as of December 31, 1994
and 1995, respectively.                                                 

(K) FOREIGN CURRENCY TRANSLATION                                        

 The translation of the applicable foreign currencies into U.S. dollars is
   performed for balance sheet accounts using current exchange rates in effect
at the balance sheet date and for revenue and expense accounts using the
average exchange rate during the period.  The gains or losses resulting 
from such translation are included in stockholders' (deficit) equity.   
 Gains or losses resulting from foreign currency transactions are included
in "other income and expense" in the statement of income.               

(L) FAIR VALUE OF FINANCIAL INSTRUMENTS                                 

   The fair values of financial instruments were not materially different from
their carrying values.                                                  

(M) CASH AND CASH EQUIVALENTS                                           

 Cash and cash equivalents are comprised of highly liquid investments with
initial maturity dates of less than three months.                       

(N) RECLASSIFICATIONS                                                   

Where appropriate, certain items relating to the prior years have been  
reclassified to conform to the presentation in the current year.        

(2) INITIAL PUBLIC OFFERING                                                     

  In August 1993, the Company completed an initial public offering of Common
   Stock.  The primary purpose of the initial public offering was to repay the
note payable, term loan subordinated debt, and related accrued interest.

Upon the effective date of the initial public offering, the Series A and
  Series B convertible preferred shares were converted into shares of Common
Stock and a reverse one-for-three Common Stock split was effected.  All 
common share and per share amounts in the accompanying supplemental     
 consolidated financial statement have been adjusted retroactively to give
effect to the reverse stock split.                                      

                                                                     (Continued)

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SPSS INC. AND SUBSIDIARIES                                                      

Notes to Supplemental Consolidated Financial Statements                         
________________________________________________________________________________

(3) INTERNATIONAL SUBSIDIARIES                                                  

   The net assets, net revenues and net earnings of international subsidiaries
  as of and for the years ended December 31, 1993, 1994 and 1995 included in
the supplemental consolidated financial statements are summarized as    
follows:                                                                

                                                                [Download Table]

--------------------------------------------------------------------------------
                                                    December 31,                
                                          ------------------------------        
                                          1993         1994         1995        
--------------------------------------------------------------------------------
                                                                                

    Working capital                    $(2,178,000)  (5,534,000)  (3,437,000)   
--------------------------------------------------------------------------------
    Excess of noncurrent assets over                                            
         noncurrent liabilities        $ 1,161,000    2,625,000    2,458,000    
--------------------------------------------------------------------------------
    Net revenues                       $19,250,000   26,252,000   34,574,000    
--------------------------------------------------------------------------------
    Net earnings                       $   528,000      307,000      818,000    
--------------------------------------------------------------------------------

Geographic information is disclosed elsewhere in this document.         

(4) SOFTWARE DEVELOPMENT COSTS AND PURCHASED SOFTWARE                           

Activity in capitalized software is summarized as follows:              

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------- 
                                                             December 31,             
                                                  ------------------------------      
                                                  1993         1994         1995      
------------------------------------------------------------------------------------- 
                                                                                      

Balance, net - beginning of year            $    3,660,000     4,768,000    7,207,000 
Additions                                        1,730,000     2,704,000    2,613,000 
Product translations                               384,000       516,000      508,000 
Acquired Japan product translations                      -       458,000            - 
Write-down to net realizable value                       -             -   (1,897,000)
Amortization expense charged to cost                                                  
    of revenues                                 (1,006,000)   (1,239,000)  (1,592,000)
------------------------------------------------------------------------------------- 
Balance, net - end of year                  $    4,768,000     7,207,000    6,839,000 
------------------------------------------------------------------------------------- 


                                                                     (Continued)

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SPSS INC. AND SUBSIDIARIES                                                      

Notes to Supplemental Consolidated Financial Statements                         

                                                                [Download Table]

-------------------------------------------------------------------------------
The components of capitalized software are summarized as follows:              
-------------------------------------------------------------------------------
                                                             December 31,      
                                                        -----------------------
                                                          1994          1995   
-------------------------------------------------------------------------------
                                                                               
Product translations                                     $802,000    1,096,000 
Acquired Japan product translations                       458,000            - 
Acquired software technology                            1,831,000    2,300,000 
Capitalized software development costs                  4,116,000    3,443,000 
-------------------------------------------------------------------------------
Balance, net - end of period                           $7,207,000    6,839,000 
-------------------------------------------------------------------------------

 Total software development costs, including amounts expensed as incurred,
  amounted to approximately $9,001,000, $10,906,000 and $11,433,000, for the
years ended December 31, 1993, 1994 and 1995, respectively.             

   Included in acquired software technology at December 31, 1994 is $1,000,000
related to the purchase of CHAID for Windows.  The future guaranteed    
obligation related to this purchase, reflected in the supplemental      
 consolidated balance sheet as of December 31, 1995, amounting to $550,000
and is due through 1998.                                                

 Included in acquired software technology at December 31, 1995 is $618,000
  of technology resulting from the acquisition of BMDP Statistical Software,
Inc. (see note 6).                                                      

(5) INVESTMENT IN JOINT VENTURE                                                 

In October 1988, the Company entered into a joint venture with Japan    
Systems Engineering Corporation (JSE) and formed SPSS Japan, Inc., owned
equally by JSE and the Company.  An executive of JSE, the joint venture 
   partner, was also a shareholder in SPSS Inc.  The joint venture was created
 for the purposes of adopting, marketing, selling, licensing and providing
  technical support and assistance in Japan for the Company's products.  The
investment in SPSS Japan, Inc. was being accounted for using the equity 
method.  As of January 1, 1994, SPSS Japan, Inc. became a wholly owned  
subsidiary of SPSS Inc. (see note 6).                                   

 During the year ended December 31, 1993, the Company recorded $169,000 of
royalty revenue from SPSS Japan, Inc.                                   

                                                                     (Continued)

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SPSS INC. AND SUBSIDIARIES                                                      

Notes to Supplemental Consolidated Financial Statements                         
________________________________________________________________________________

(6) ACQUISITIONS                                                                

During the first quarter of 1994, the Company acquired the remaining    
capital stock of SPSS Japan, Inc. from its joint venture partner, JSE.  
   Results of SPSS Japan, Inc. are consolidated in the Company's statements of
 income from January 1, 1994.  The purchase price for SPSS Japan, Inc. was
approximately $50,000 and approximately $1,600,000 in accrued royalties,
 cash advances and interest was to be paid by SPSS Japan, Inc. to JSE over
the next four years.                                                    

The acquisition was accounted for as a purchase and, accordingly, the   
  acquired assets and liabilities have been recorded at their estimated fair
values.  The $961,000 excess of the purchase price over the fair market 
value of the net assets acquired was recorded as goodwill.              

  During the third quarter of 1994, the Company acquired specific assets and
   liabilities of SYSTAT, Inc. (SYSTAT).  SYSTAT is engaged in the business of
statistical software.  Results of SYSTAT are included in the Company's  
   statements of income from September 1, 1994.  The purchase price for SYSTAT
   was $1,828,000, consisting of $600,000 in cash and 150,000 shares of Common
Stock of the Company valued at $1,228,000.  In addition, the Company    
granted options at $9.00 per share to purchase 150,000 shares of Common 
Stock to the principal owners of SYSTAT.                                

The SYSTAT acquisition was accounted for as a purchase and, accordingly,
 the acquired assets and liabilities have been recorded at their estimated
fair values.  The $1,403,000 excess of the purchase price over the fair 
 market value of the net assets acquired was recorded as goodwill in 1994.
During 1995 certain assumed liabilities were revalued, and consequently 
SYSTAT goodwill was reduced to $1,203,000.                              

As of December 29, 1995, the Company acquired substantially all of the  
 assets of one of its competitors, BMDP Statistical Software, Inc. (BMDP),
 for $850,000 in cash to BMDP and noncompetition payments to the principal
shareholder of BMDP.  In addition, the Company agreed to assume         
approximately $1,400,000 of BMDP's liabilities, consisting of telephone 
equipment and office machine lease obligations, accounts payable and    
 advertising fees, accrued employment-related expenses, professional fees,
and bank loan and line of credit facilities.  In the fourth quarter of  
   1995, the Company recorded charges of approximately $1,051,000 representing
a one-time write-off of acquired and in process technology and other    
 acquisition-related charges.  The BMDP acquisition was accounted for as a
purchase and, accordingly, the acquired assets and liabilities have been
recorded at their estimated fair values.  The $301,000 excess of the    
purchase price over the fair market value of the net assets acquired was
recorded as goodwill.                                                   

The pro forma impact of these acquisitions on the 1993, 1994 and 1995   
supplemental consolidated statements of income is not material.         

  On September 26, 1996, the Company acquired all of the outstanding capital
  stock of Clear Software, Inc. (Clear), a developer and marketer of process
 management, analysis and documentation software products, in exchange for
   183,833 shares of Common Stock.  The merger with Clear was accounted for as
a pooling of interests and, accordingly, the supplemental consolidated  
financial statements have been restated as if the Company and Clear had 
been combined for all periods presented.                                

                                                                     (Continued)

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SPSS INC. AND SUBSIDIARIES                                                      

Notes to Supplemental Consolidated Financial Statements                         
________________________________________________________________________________

   The following information reconciles net revenues and net income of SPSS as
previously reported with the amounts presented in the accompanying      
supplemental consolidated statements of income for the three years ended
December 31, 1993, 1994, and 1995:                                      

                                                                [Download Table]

----------------------------------------------------------------
                               1993         1994        1995    
----------------------------------------------------------------
                                                                
        Net revenues:                                           
           SPSS (1)         $42,724,000  51,757,000  63,029,000 
           Clear              1,867,000   2,741,000   2,755,000 
----------------------------------------------------------------
        Total               $44,591,000  54,498,000  65,784,000 
----------------------------------------------------------------
        Net income (loss):                                      
           SPSS (1)           3,209,000   3,560,000   4,369,000 
           Clear                  1,000      36,000      13,000 
----------------------------------------------------------------
        Total                $3,210,000   3,596,000   4,382,000 
----------------------------------------------------------------

(1)  Represents the historical results of SPSS without considering    
the effect of the pooling of interests transaction.         

(7)  LEASE COMMITMENTS                                                          

 The Company leases its office facilities, storage space, and certain data
   processing equipment under lease agreements expiring through the year 2000.
Minimum lease payments indicated below do not include costs such as     
property taxes, maintenance, and insurance.                             

                                                                     (Continued)

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SPSS INC. AND SUBSIDIARIES                                                      

Notes to Supplemental Consolidated Financial Statements                         
________________________________________________________________________________

  The following is a schedule of future noncancelable minimum lease payments
required under operating leases as of December 31, 1995:                

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

                                                                [Download Table]


     Year                                             
    ending                                            
 December 31,                               Amount    
------------------------------------------------------
                                                      

    1996                                  $3,183,000  
    1997                                   2,830,000  
    1998                                   2,162,000  
    1999                                     515,000  
    2000                                     197,000  
    Thereafter                                     -  
------------------------------------------------------
                                          $8,887,000  
------------------------------------------------------

Rent expense related to operating leases was approximately $2,702,000,  
$2,960,000 and $3,322,000 during the years ended December 31, 1993, 1994
and 1995, respectively.                                                 

(8) FINANCING ARRANGEMENTS                                                      

  At December 31, 1994, the Company had borrowings totaling $2,874,000 under
 a line of credit bearing interest at prime (8.5% at December 31, 1994 and
   1995).  As of December 31, 1995, the Company owed no amounts under the line
of credit.  The line of credit is collateralized by all of the Company's
assets and does not require a compensating balance, however, the Company
  pays a facility fee of one-half of one percent on the unused amount of the
   line of credit.  At December 31, 1995, the entire $5,000,000 of the line of
credit was unused.                                                      

At December 31, 1994, the Company had borrowings totaling $7,000 under a
  line of credit bearing interest at 2% above the Bank's lending rate (9% at
 December 31, 1995).  As of December 31, 1995, the Company owed no amounts
   under the line of credit.  The $100,000 line of credit agreement is secured
   by the assets of the Company.  At December 31, 1995, the entire $100,000 of
the line of credit was unused.                                          

 Effective March 15, 1996, the Company established a $5,000,000 unsecured,
364-day revolving credit facility available for advances pursuant to a  
  definitive credit agreement.  The Company pays a facility fee of 0.375% on
   the unused portion of the facility.  If the Company does borrow against the
facility, interest will be charged at the Bank of America reference rate
(8.25% at March 15, 1996).                                              

                                                                     (Continued)

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SPSS INC. AND SUBSIDIARIES                                                      

Notes to Supplemental Consolidated Financial Statements                         

______________________________________________________________________________  

(9) OTHER INCOME (EXPENSE)                                                      

Other income (expense) consists of the following:                       

                                                        [Enlarge/Download Table]

---------------------------------------------------------------------------------------------
                                                                     December 31,            
                                                                     ------------            
                                                           1993          1994        1995    
---------------------------------------------------------------------------------------------
                                                                                             
Interest income                                             $30,000       119,000    295,000 
Interest expense - subordinated debt to                                                      
   related parties                                         (676,000)            -          - 
Other interest expense                                   (1,013,000)     (303,000)  (124,000)
Amortization of deferred loan costs                        (409,000)            -          - 
Exchange gain (loss) on foreign currency transactions       (41,000)     (248,000)   212,000 
Stock appraisal action                                       60,000       (46,000)  (105,000)
Japan insurance proceeds                                          -       186,000          - 
Payments to related parties                                       -       (66,000)   (45,000)
Other                                                             -             -     70,000 
---------------------------------------------------------------------------------------------
Total other income (expense)                           $(2,049,000)     (358,000)    303,000 
---------------------------------------------------------------------------------------------


(10) INCOME TAXES                                                               

Income before income taxes consists of the following:                   

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------
                                                                       Year ended December 31,       
                                                                 ------------------------------------
                                                                    1993        1994         1995    
-----------------------------------------------------------------------------------------------------
                                                                                                     
Domestic                                                         $3,521,000    5,176,000    5,526,000
Foreign                                                           1,038,000      611,000    1,824,000
-----------------------------------------------------------------------------------------------------
                                                                 $4,559,000    5,787,000    7,350,000
-----------------------------------------------------------------------------------------------------

                                                                     (Continued)

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SPSS INC. AND SUBSIDIARIES                                                      

Notes to Supplemental Consolidated Financial Statements                         

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------
Income tax expense consists of the following:                                                          
-------------------------------------------------------------------------------------------------------

                                                                   Current      Deferred      Total    
-------------------------------------------------------------------------------------------------------
                                                                                                       
Year ended December 31, 1993:                                                                          
     U.S. Federal                                                  $693,000       89,000      782,000  
     State                                                           45,000       12,000       57,000  
     Foreign                                                        549,000      (39,000)     510,000  
-------------------------------------------------------------------------------------------------------
                                                                 $1,287,000       62,000    1,349,000  
-------------------------------------------------------------------------------------------------------
Year ended December 31, 1994:                                                                          
     U.S. Federal                                                   944,000      500,000    1,444,000  
     State                                                          331,000      112,000      443,000  
     Foreign                                                        304,000            -      304,000  
-------------------------------------------------------------------------------------------------------
                                                                 $1,579,000      612,000    2,191,000  
-------------------------------------------------------------------------------------------------------
Year ended December 31, 1995:                                                                          
     U.S. Federal                                                 1,616,000     (144,000)   1,472,000  
     State                                                          186,000      (32,000)     154,000  
     Foreign                                                      1,342,000            -    1,342,000  
-------------------------------------------------------------------------------------------------------
                                                                 $3,144,000     (176,000)   2,968,000  
-------------------------------------------------------------------------------------------------------

For the years ended December 31, 1993, 1994 and 1995, the reconciliation of statutory to effective     
income taxes is as follows:                                                                            
-------------------------------------------------------------------------------------------------------
                                                                        Year ended December 31,        
                                                                     -----------------------------     
                                                                     1993        1994         1995     
-------------------------------------------------------------------------------------------------------
                                                                                                       
Income taxes using the Federal statutory rate of 34%             $1,550,000    1,955,000    2,495,000  
State income taxes, net of Federal tax benefit                       38,000      292,000      102,000  
Change in valuation allowance and credit and net                                                       
     operating loss utilization, net                               (277,000)    (272,000)    (132,000) 
Foreign taxes at net rates different from U.S.                                                         
     Federal rates                                                  157,000       96,000      722,000  
Foreign tax credit                                                        -            -     (336,000) 
Other, net                                                         (119,000)     120,000      117,000  
-------------------------------------------------------------------------------------------------------
                                                                 $1,349,000    2,191,000    2,968,000  
-------------------------------------------------------------------------------------------------------


                                                                     (Continued)

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SPSS INC. AND SUBSIDIARIES                                                      

Notes to Supplemental Consolidated Financial Statements                         

                                                        [Enlarge/Download Table]

_____________________________________________________________________________________________________ 

The tax effects of temporary differences that give rise to significant portions                       
of the deferred tax assets and liabilities at December 31, 1994 and 1995                              
are presented below:                                                                                  

----------------------------------------------------------------------------------------------------- 
                                                                                 1994         1995    
----------------------------------------------------------------------------------------------------- 
                                                                                                      
Deferred tax assets:                                                                                  
     Accounts receivable principally due to allowance for                                             
        doubtful accounts                                                 $       40,000      123,000 
     Inventories, principally due to additional costs inventoried                                     
        for tax purposes pursuant to the Tax Reform Act of 1986                   59,000       47,000 
     Compensated absences, principally due to accrual for                                             
        financial reporting purposes                                              91,000      111,000 
     Research and experimentation credit carryforwards                           178,000            - 
     Alternative minimum tax credit carryforwards                                171,000            - 
     Deferred rent                                                               390,000      299,000 
     Plant and equipment, principally due to differences in                                           
        depreciation and capitalized interest                                    153,000      192,000 
     Deferred revenues                                                         1,706,000    1,657,000 
     Write-off of purchased software asset                                       207,000            - 
     Foreign currency loss                                                       104,000       59,000 
     Acquisition-related items                                                   132,000      287,000 
     State deferred tax assets                                                   653,000      629,000 
     Non-U.S. net operating loss carryforwards                                   964,000      435,000 
     Other                                                                        22,000       21,000 
----------------------------------------------------------------------------------------------------- 
Total gross deferred tax assets                                                4,870,000    3,860,000 
Less valuation allowance                                                      (4,870,000)  (3,860,000)
----------------------------------------------------------------------------------------------------- 
Net deferred tax assets                                                               -            -  
----------------------------------------------------------------------------------------------------- 
Deferred tax liabilities:                                                                             
     Capitalized software costs                                                1,641,000    1,496,000 
     State deferred tax liability                                                402,000      370,000 
     Other                                                                       148,000      149,000 
----------------------------------------------------------------------------------------------------- 
Net deferred tax liability                                                $    2,191,000    2,015,000 
----------------------------------------------------------------------------------------------------- 

During the year ended December 31, 1995, the Company's research and     
   experimentation carryforwards were utilized to reduce current income taxes.

                                                                     (Continued)

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SPSS INC. AND SUBSIDIARIES                                                      

Notes to Supplemental Consolidated Financial Statements                         
________________________________________________________________________________

The valuation allowance decreased $277,000, $796,000 and $1,010,000 in
1993, 1994 and 1995, respectively.                                    

(11) CAPITAL STOCK                                                              

  In conjunction with the August 1993 initial public offering, the Company
    converted 52,650 shares of Series A convertible preferred stock and 60,000
    shares of Series B convertible preferred stock into Common Stock at a rate
of 100 shares of Common Stock for each share of preferred stock and   
     effected a reverse one-for-three Common Stock split, resulting in 1,755,000
and 2,000,000 shares of Common Stock, respectively.                   

    The Company issued 2,000,000 shares of Common Stock on the August 18, 1993
   effective date of the initial public offering, with an additional 266,667
    shares subsequently issued to the underwriters to cover overallotments, at
 an initial offering price of $8.00 per share.  The Company used the net
    proceeds of $15,592,000 and part of the new line of credit to retire:  (i)
     term loan of $7,000,000 and accrued interest of $378,000, (ii) subordinated
  notes of $1,000,000 and accrued interest of $212,000, (iii) subordinated
  note of $4,367,000 and subordinated obligation of $1,300,000 and accrued
  interest of $1,188,000, and (iv) subordinated obligation of $375,000 and
  accrued interest of $61,000, and replaced the existing revolving line of
credit by repaying the outstanding balance of $3,671,000.             

     Three former holders of Class B Common Stock of the Company exercised their
statutory rights to dissent from the value at which their stock was   
  redeemed.  During 1993, the court issued an order valuing the dissenting
  shareholders' stock at $20.70 per share (or $520,025 for the total stock
 value, before adjustment for the above one-for-three stock split), plus
   interest at the rate of 9% per annum from October 10, 1990 until payment,
   and awarded attorneys fees and costs incurred by the former shareholders.

   The Company filed an appeal related to this matter to challenge the trial
   procedure, the courts' valuation of the stock and the award of attorneys'
 fees and costs.  The Company had posted a bond of $1,184,000 during the
  pendency of the appeal.  On February 3, 1995, the Company's Petition for
  Leave to Appeal was denied by the Illinois Supreme Court.  Subsequently,
the Company paid the judgment and settled all remaining claims, and on
April 16, 1995, the court entered an Agreed order of Dismissal with   
Prejudice of all pending claims, defenses and counterclaims.          

     In February 1995, the Company and certain Selling Stockholders completed an
     offering of Common Stock in which the Company sold 700,000 shares of Common
    Stock and the Selling Stockholders sold 921,916 shares of Common Stock, at
   a public offering price of $11.375 per share, and each sold an additional
  208,287 and 35,000 shares, respectively, when the underwriters exercised
their overallotment option in March 1995.  After the underwriters'    
   discounts and other offering expenses, the Company received approximately
    $9,127,000 in net proceeds from its sale of 908,287 shares of Common Stock
in the offering.                                                      

                                                                     (Continued)

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SPSS INC. AND SUBSIDIARIES                                                      

Notes to Supplemental Consolidated Financial Statements                         
________________________________________________________________________________

(12) RESEARCH AND DEVELOPMENT LIMITED PARTNERSHIP                               

     The Company entered into agreements with limited partnerships in 1981, 1982
    and 1985 to perform research and development for new and existing computer
software.  Certain of the general and limited partners of these       
  partnerships are officers of the Company and under these agreements, the
    Company incurred royalty expense to the partnerships of $342,000, $349,000
and $361,000 for the years ended December 31, 1993, 1994 and 1995.    

(13) STOCK OPTIONS                                                              

  On January 16, 1992, the Company adopted a Stock Option Plan for certain
     key employees.  Options vest either immediately or over a four-year period.
   In September 1994, the Company granted options to purchase 150,000 shares
  of Common Stock to the principal owners of SYSTAT.  In addition, in June
 1995, the Shareholders of the Company adopted the 1995 Equity Incentive
    Plan which authorizes the Board of Directors, under certain conditions, to
    grant stock options and shares of restricted stock to directors, officers,
   other key executives, employees and independent contractors.  Options for
   251,371, 397,570 and 560,694, common shares are vested and exercisable at
December 31, 1993, 1994 and 1995, respectively.                       

Stock option transactions are summarized below:                       

                                                                [Download Table]

-------------------------------------------------------------------- 
                                       Outstanding options           
                              -------------------------------------- 
                              Number of      Price         Aggregate 
                               shares       per share       price    
-------------------------------------------------------------------- 
                                                                     
  Balance, December 31, 1992    358,042    $      1.05       375,944 
  Options granted               206,902      1.05-8.00       912,247 
  Options terminated             (1,000)          1.05        (1,050)
-------------------------------------------------------------------- 
  Balance, December 31, 1993    563,944      1.05-8.00     1,287,141 
  Options granted               227,500    8.625-9.125     2,053,438 
  Options terminated             (1,224)     1.05-8.00        (5,921)
  Options exercised             (10,428)     1.05-8.00       (11,860)
-------------------------------------------------------------------- 
  Balance, December 31, 1994    779,792     1.05-9.125     3,322,798 
  Options granted               305,373     .314-14.75     3,925,591 
  Options terminated             (4,951)    1.05-14.75       (54,325)
  Options exercised             (20,607)    1.05-8.625       (36,636)
-------------------------------------------------------------------- 
  Balance, December 31, 1995  1,059,607    $.314-14.75     7,157,428 
-------------------------------------------------------------------- 

                                                                     (Continued)

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SPSS INC. AND SUBSIDIARIES                                                      

Notes to Supplemental Consolidated Financial Statements                         
________________________________________________________________________________

(14) SUBSEQUENT EVENT (UNAUDITED)                                               

    In October 1996, the Company announced that it had reached an agreement in
   principle to acquire Jandel Scientific Software, Inc.  The parties expect
to conclude the transaction by the end of November 1996.              

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SPSS INC. AND SUBSIDIARIES                                                      

Supplemental Consolidated Balance Sheet                                         

June 30, 1996                                                                   

(In thousands, except share data)                                               

(Unaudited)                                                                     

                                                        [Enlarge/Download Table]
                                                                                            
--------------------------------------------------------------------------------------------
              Assets                                                                        
--------------------------------------------------------------------------------------------
Current assets:                                                                             
  Cash and cash equivalents                                                  $       11,645 
  Accounts receivable, net of allowances of $623                                     12,494 
  Inventories                                                                         1,408 
  Prepaid expenses and other current assets                                           1,937 
--------------------------------------------------------------------------------------------
Total current assets                                                                 27,484 
--------------------------------------------------------------------------------------------
Equipment and leasehold improvements, at cost:                                              
  Furniture, fixtures, and office equipment                                           3,641 
  Computer equipment and software                                                     9,763 
  Leasehold improvements                                                              1,483 
--------------------------------------------------------------------------------------------
                                                                                     14,887 
  Less accumulated depreciation and amortization                                      9,899 
--------------------------------------------------------------------------------------------
Net equipment and leasehold improvements                                              4,988 
--------------------------------------------------------------------------------------------
Capitalized software development costs, net of accumulated amortization               6,748 
Goodwill, net of accumulated amortization                                             1,989 
Other assets                                                                          1,889 
--------------------------------------------------------------------------------------------
                                                                             $       43,098 
============================================================================================
    Liabilities and Stockholders' Equity                                                    
--------------------------------------------------------------------------------------------
Current liabilities:                                                                        
  Accounts payable                                                                    2,674 
  Accrued royalties                                                                     430 
  Accrued rent                                                                          793 
  Other accrued liabilities                                                           6,737 
  Income taxes and value added taxes payable                                          2,988 
  Customer advances                                                                     195 
  Deferred revenues                                                                   5,348 
--------------------------------------------------------------------------------------------
Total current liabilities                                                            19,165 
--------------------------------------------------------------------------------------------

Deferred income taxes                                                                 2,015 
Other non-current liabilities                                                           162 

Stockholders' equity:                                                                       
  Common Stock, $.01 par value; 50,000,000 shares authorized;                               
    7,341,820 shares issued and outstanding                                              74 
  Additional paid-in capital                                                         37,825 
  Cumulative foreign currency translation adjustments                                  (867)
  Accumulated deficit                                                               (15,276)
--------------------------------------------------------------------------------------------
Total stockholders' equity                                                           21,756 
--------------------------------------------------------------------------------------------
Commitments                                                                             --  
--------------------------------------------------------------------------------------------
                                                                             $       43,098 
============================================================================================

See accompanying notes to the unaudited supplemental consolidated financial     
statements.                                                                     

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SPSS INC. AND SUBSIDIARIES                                                      

Supplemental Consolidated Statements of Income                                  

Six months ended June 30, 1995 and 1996                                         

(In thousands, except share data)                                               

(Unaudited)                                                                     

                                                                [Download Table]

----------------------------------------------------------------------
                                                       1995      1996 
                                                                      
----------------------------------------------------------------------
Net revenues:                                                         
 Desktop products                               $    22,560    27,279 
 Large System products                                5,110     5,467 
 Other products and services                          3,558     3,130 
----------------------------------------------------------------------
Net revenues                                         31,228    35,876 

Cost of revenues                                      2,911     3,396 
----------------------------------------------------------------------
Gross profit                                         28,317    32,480 
----------------------------------------------------------------------
Operating expenses:                                                   
 Sales and marketing                                 17,452    18,586 
 Product development                                  4,291     5,460 
 General and administrative                           2,365     2,683 
 Nonrecurring items                                     --        --  
 Acquisition-related charges                            --        --  
----------------------------------------------------------------------
Operating expenses                                   24,108    26,729 
----------------------------------------------------------------------
Operating income                                      4,209     5,751 
----------------------------------------------------------------------
Other income (expense):                                               
 Interest income                                         12       225 
 Interest expense                                        (1)       (1)
 Other                                                  142      (106)
----------------------------------------------------------------------
Other income (expense)                                  153       118 
----------------------------------------------------------------------
Income before income taxes                            4,362     5,869 

Income tax expense                                    1,418     1,929 
----------------------------------------------------------------------
Net income                                      $     2,944     3,940 
======================================================================
Net earnings per share                          $      0.39      0.49 
======================================================================
Weighted average common stock and common                              
 stock equivalent shares outstanding              7,587,850 8,001,963 
======================================================================

See accompanying notes to the unaudited supplemental consolidated financial     
statements.                                                                     

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SPSS INC. AND SUBSIDIARIES                                                      

Supplemental Consolidated Statements of Cash Flows                              

Six months ended June 30, 1995 and 1996                                         

(In thousands)                                                                  

(Unaudited)                                                                     

                                                                [Download Table]

------------------------------------------------------------------------
                                                     1995         1996  
------------------------------------------------------------------------
                                                                        
Cash flows from operating activities:                                   
 Net income                                       $ 2,944        3,940  
 Adjustments to reconcile net income to net cash                        
  provided by operating activities:                                     
   Depreciation and amortization                    2,024        2,210  
   Changes in assets and liabilities, net of                            
    effects of acquisitions:                                            
     Accounts receivable                              721           49  
     Inventories                                      363          206  
     Accounts payable                              (1,861)          72  
     Accrued royalties                                (90)         (66) 
     Accrued expenses                              (1,041)      (1,933) 
     Other                                           (726)      (1,545) 
------------------------------------------------------------------------

Net cash provided by operating activities           2,334        2,933  
------------------------------------------------------------------------

Cash flows from investing activities:                                   
 Capital expenditures, net                         (1,463)      (1,655) 
 Capitalized software development costs            (1,441)        (603) 
 Net (payments) receipts related to acquisitions      --          (244) 
------------------------------------------------------------------------

Net cash used in investing activities              (2,904)      (2,502) 
------------------------------------------------------------------------

Cash flows from financing activities:                                   
 Net borrowings under line-of-credit agreements    (2,868)         --   
 Proceeds from issuance of common stock             9,206          116  
 Income tax benefit from stock option exercises       --           174  
 Other                                                (19)         --   
------------------------------------------------------------------------

Net cash provided by financing activities           6,319          290  
------------------------------------------------------------------------

Net change in cash and cash equivalents             5,749          721  
Cash and cash equivalents at beginning of period    1,780       10,924  
------------------------------------------------------------------------

Cash and cash equivalents at end of period      $   7,529       11,645  
========================================================================

Supplemental disclosures of cash flow                                   
 information:                                                           
  Interest paid                                 $     118           19  
  Income taxes paid                                 1,784          727  
========================================================================

See accompanying notes to the unaudited supplemental consolidated financial     
statements.                                                                     

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SPSS INC. AND SUBSIDIARIES                                                      

Notes to Supplemental Consolidated Financial Statements                         

(1)  BASIS OF PRESENTATION                                                      

The accompanying unaudited interim supplemental consolidated financial
     statements reflect all adjustments which, in the opinion of management, are
 necessary for a fair presentation of the results of the interim periods
presented.  All such adjustments are of a normal recurring nature.    

These supplemental consolidated financial statements should be read in
    conjunction with the Company's audited supplemental consolidated financial
    statements and notes thereto for the year ended December 31, 1995 included
elsewhere herein.                                                     

(2)  BUSINESS COMBINATION                                                       

The unaudited supplemental consolidated financial statements give     
   retroactive effect to the merger of SPSS Inc. and Clear Software, Inc. on
     September 26, 1996, which has been accounted for as a pooling of interests.
    These financial statements do not extend through the date of consummation.
    However, they will become the historical consolidated financial statements
    of SPSS Inc. and subsidiaries after financial statements covering the date
of consummation of the business combination are issued.               

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SPSS INC. AND SUBSIDIARIES  

CONSOLIDATED FINANCIAL STATEMENTS   

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INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders                                         
SPSS Inc.:                                                                      

We have audited the accompanying consolidated balance sheet of SPSS Inc. and    
subsidiaries, as of December 31, 1994 and 1995 and the related consolidated     
statements of income, stockholders' (deficit) equity, and cash flows for each of
the years in the three-year period ended December 31, 1995.  These consolidated 
financial statements are the responsibility of the Company's management.  Our   
responsibility is to express an opinion on these consolidated financial         
statements based on our audits.                                                 

We conducted our audits in accordance with generally accepted auditing          
standards.  Those standards require that we plan and perform the audit to       
obtain reasonable assurance about whether the financial statements are free of  
material misstatement.  An audit includes examining, on a test basis, evidence  
supporting the amounts and disclosures in the financial statements.  An audit   
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation.  We believe that our audits provide a reasonable basis  
for our opinion.                                                                

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of SPSS Inc. and       
subsidiaries as of December 31, 1994 and 1995, and the results of their         
operations and their cash flows for each of the years in the three-year period  
ended December 31, 1995, in conformity with generally accepted accounting       
principles.                                                                     

                                             KPMG PEAT MARWICK LLP

Chicago, Illinois                                                               
February 21, 1996, except as to Note 14,                                        
which is as of March 15, 1996                                                   

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SPSS INC. AND SUBSIDIARIES  
CONSOLIDATED BALANCE SHEETS 
(IN THOUSANDS, EXCEPT SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                                                 DECEMBER 31,       
                                                                            ----------------------- 
                                                                              1994          1995    
                                                                            ---------      -------- 
                                   ASSETS                                                           
                                                                                                    
CURRENT ASSETS:                                                                                     
  Cash and cash equivalents                                                 $   1,714      $ 10,778 
  Accounts receivable, net of allowances of  $391 in 1994 and $667 in 1995     10,457        12,252 
  Inventories                                                                   1,444         1,590 
  Prepaid expenses and other current assets                                     1,459         1,469 
                                                                            ---------      -------- 
    Total current assets                                                       15,074        26,089 
                                                                            ---------      -------- 

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, at cost:                                                      
  Furniture, fixtures, and office equipment                                     3,234         3,494 
  Computer equipment and software                                               7,087         8,609 
  Leasehold improvements                                                        1,326         1,413 
                                                                            ---------      -------- 
                                                                               11,647        13,516 
  Less accumulated depreciation and amortization                                7,769         9,179 
                                                                            ---------      -------- 
Net equipment and leasehold improvements                                        3,878         4,337 
                                                                            ---------      -------- 
Capitalized software development costs, net of accumulated amortization         7,207         6,839 
Goodwill, net of accumulated amortization                                       2,221         2,113 
Other assets                                                                    3,050         1,999 
                                                                            ---------      -------- 
                                                                            $  31,430      $ 41,377 
                                                                            =========      ======== 
                    LIABILITIES AND STOCKHOLDERS' EQUITY                                            
CURRENT LIABILITIES:                                                                                
  Note payable                                                              $   2,874      $     -- 
  Accounts payable                                                              4,349         2,331 
  Accrued royalties                                                               519           496 
  Accrued rent                                                                  1,202           921 
  Other accrued liabilities                                                     6,376         8,785 
  Income taxes and value added taxes payable                                    2,599         2,262 
  Customer advances                                                               504           295 
  Deferred revenues                                                             6,321         6,485 
                                                                            ---------      -------- 
    Total current liabilities                                                  24,744        21,575 
                                                                            ---------      -------- 

Deferred income taxes                                                           2,191         2,015 
Other non-current liabilities                                                     550           288 
STOCKHOLDERS'  EQUITY:                                                                              
  Common Stock, $.01 par value; 50,000,000 shares authorized; 6,210,105                             
   and 7,148,891 shares issued and outstanding at December 31, 1994 and                             
   December 31, 1995, respectively                                                 62            71 
  Additional paid-in capital                                                   27,714        37,126 
  Cumulative foreign currency translation adjustments                            (463)         (699)
  Accumulated deficit                                                         (23,368)      (18,999)
                                                                            ---------      -------- 
  Total stockholders'  equity                                                   3,945        17,499 
                                                                            ---------      -------- 
Commitments (note 7)                                                        $  31,430      $ 41,377 
                                                                            =========      ======== 


The accompanying notes are an integral part of these consolidated               
financial statements.                                                           

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SPSS INC. AND SUBSIDIARIES  
CONSOLIDATED STATEMENTS OF INCOME 
(IN THOUSANDS, EXCEPT  SHARE DATA)  

                                                                [Download Table]

                                                   YEAR ENDED DECEMBER 31,        
                                          --------------------------------------- 
                                              1993          1994          1995    
                                          -----------    ----------    ---------- 
                                                                                  
Net revenues:                                                                     
  Desktop products                        $    26,086    $   35,105    $   46,101 
  Large System products                        11,785        10,835        10,694 
  Other products and services                   4,853         5,817         6,234 
                                          -----------    ----------    ---------- 
Net revenues                                   42,724        51,757        63,029 
Cost of revenues                                5,142         5,575         6,177 
                                          -----------    ----------    ---------- 
Gross profit                                   37,582        46,182        56,852 
                                          -----------    ----------    ---------- 
Operating expenses:                                                               
  Sales and marketing                          20,522        26,928        33,287 
  Product development                           6,671         7,341         8,614 
  General and administrative                    3,786         3,943         4,446 
  Nonrecurring items                               --            --         2,466 
  Acquisition-related charges                      --         1,928         1,051 
                                          -----------    ----------    ---------- 
Operating expenses                             30,979        40,140        49,864 
                                          -----------    ----------    ---------- 
Operating income                                6,603         6,042         6,988 
                                          -----------    ----------    ---------- 
Other income (expense):                                                           
  Interest income                                  29           117           294 
  Interest expense                             (1,684)         (346)         (122)
  Other                                          (390)          (62)          177 
                                          -----------    ----------    ---------- 
Other income (expense)                         (2,045)         (291)          349 
                                          -----------    ----------    ---------- 
Income  before income taxes                     4,558         5,751         7,337 
Income tax expense                              1,349         2,191         2,968 
                                          -----------    ----------    ---------- 
Net income                                $     3,209    $    3,560    $    4,369 
                                          ===========    ==========    ========== 
Net earnings per share                    $      0.67    $     0.55    $     0.57 
                                          ===========    ==========    ========== 
Weighted average common stock and common                                          
stock equivalent shares outstanding         4,792,635     6,531,150     7,598,739 
                                          ===========    ==========    ========== 


The accompanying notes are an integral part of these consolidated               
financial statements.                                                           

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SPSS INC. AND SUBSIDIARIES  
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY 
(IN THOUSANDS, EXCEPT SHARE DATA) 

                                                        [Enlarge/Download Table]


                                                                              YEAR ENDED DECEMBER 31,        
                                                                       ------------------------------------- 
                                                                         1993          1994          1995    
                                                                       ---------    ----------    ---------- 
                                                                                                             
Preferred stock, Series A convertible, $.01 par value:                                                       
  Balance at beginning of period                                       $       1    $       --    $       -- 
  Conversion of 52,650 shares of preferred                                                                   
   stock to common stock                                                      (1)           --            -- 
                                                                       ---------    ----------    ---------- 
  Balance at end of period                                             $      --    $       --    $       -- 
                                                                       ---------    ----------    ---------- 
Preferred stock, Series B convertible, $.01 par value:                                                       
  Balance at beginning of period                                       $       1    $       --    $       -- 
  Conversion of 60,000 shares of preferred stock to common stock              (1)           --            -- 
                                                                       ---------    ----------    ---------- 
  Balance at end of period                                             $      --    $       --    $       -- 
                                                                       ---------    ----------    ---------- 
Common stock, $.01 par value:                                                                                
  Balance at beginning of period                                       $      --    $       60    $       62 
  Conversion of 52,650 shares of Series A convertible preferred                                              
   stock to 1,755,000 shares of common stock                                  18            --            -- 
  Conversion of 60,000 shares of Series B convertible preferred                                              
   stock to 2,000,000 shares of common stock                                  20            --            -- 
  Net proceeds from initial public offering of 2,266,667 shares of                                           
   common stock                                                               22            --            -- 
  Issuance of 150,000 shares of common stock for the                                                         
   purchase of SYSTAT, Inc.                                                   --             2            -- 
  Net proceeds from public offering of 908,287 shares of                                                     
   common stock                                                               --            --             9 
                                                                       ---------    ----------    ---------- 
  Balance at end of period                                             $      60    $       62    $       71 
                                                                       ---------    ----------    ---------- 
Additional paid in capital:                                                                                  
  Balance at beginning of period                                       $  10,634    $   26,167    $   27,714 
  Conversion of 52,650 shares of Series A convertible preferred stock        (17)           --            -- 
  Conversion of 60,000 shares of Series B convertible preferred stock        (19)           --            -- 
  Net proceeds from initial public offering of 2,266,667 shares of                                           
   common stock                                                           15,569            --            -- 
  Issuance of 150,000 shares of common stock for the                                                         
   purchase of SYSTAT, Inc.                                                   --         1,226            -- 
  Net proceeds from public offering of 908,287 shares of                                                     
   common stock                                                               --            --         9,118 
  Sale of 30,330 and 9,892 shares of common stock to the                                                     
  Employee Stock Purchase and 401(k) Plans in 1994 and 1995,                                                 
   respectively                                                               --           265           141 
  Exercise of  stock options for 10,428 and 20,607 shares of common                                          
   stock in 1994 and 1995, respectively                                       --            12            36 
  Income tax benefit related to stock options and Employee                                                   
  Stock Purchase Plan                                                         --            44           117 
                                                                       ---------    ----------    ---------- 
  Balance at end of period                                             $  26,167    $   27,714    $   37,126 
                                                                       ---------    ----------    ---------- 
Foreign currency translation adjustment:                                                                     
  Balance at beginning of period                                       $    (805)   $     (332)   $     (463)
  Translation adjustment                                                     473          (131)         (236)
                                                                       ---------    ----------    ---------- 
  Balance at end of period                                             $    (332)   $     (463)   $     (699)
                                                                       ---------    ----------    ---------- 
  Accumulated deficit:                                                                                       
  Balance at beginning of period                                       $ (30,137)   $  (26,928)   $  (23,368)
  Net income                                                               3,209         3,560         4,369 
                                                                       ---------    ----------    ---------- 
  Balance at end of period                                             $ (26,928)   $  (23,368)   $  (18,999)
                                                                       ---------    ----------    ---------- 
Total stockholders' (deficit) equity                                   $  (1,033)   $    3,945    $   17,499 
                                                                       =========    ==========    ========== 


The accompanying notes are an integral part of these consolidated               
financial statements.                                                           

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SPSS INC. AND SUBSIDIARIES  
CONSOLIDATED STATEMENTS OF CASH FLOWS   
(IN THOUSANDS)  

                                                        [Enlarge/Download Table]


                                                                YEAR ENDED DECEMBER 31,       
                                                          ------------------------------------
                                                            1993          1994          1995  
                                                          --------      --------      --------
                                                                                              
Cash flows from operating activities:                                                         
  Net income                                              $  3,209      $  3,560    $   4,369 
  Adjustments to reconcile net income to net cash                                             
   provided by operating activities:                                                          
    Depreciation and amortization                            2,070         3,283        4,419 
    Deferred income taxes                                       62           612        (176) 
    Write-off of software development costs and                                               
     other assets                                               --            --        2,281 
    Write-off of acquired and in-process technology             --         1,741          851 
    Write-off of deferred loan costs                           277            --           -- 
    Changes in assets and liabilities, net of effects of                                      
     acquisitions:                                                                            
     Accounts receivable                                      (637)       (2,894)      (1,411)
     Inventories                                              (219)          158         (215)
     Accounts payable                                        2,840        (1,515)      (2,186)
     Accrued royalties                                          75            (5)         (23)
     Accrued expenses                                       (1,132)       (1,231)        (313)
     Other                                                  (1,003)           46            9 
                                                          --------       -------      ------- 
Net cash provided by operating activities                    5,542         3,755        7,605 
                                                          --------       -------      ------- 
Cash flows from investing activities:                                                         
  Capital expenditures, net                                 (1,564)       (2,155)      (2,630)
  Capitalized software development costs                    (2,116)       (3,219)      (2,504)
  Shareholder lawsuit appeal bond                           (1,184)           --           -- 
  Net (payments) receipts related to acquisitions               --          (149)          46 
                                                          --------       -------      ------- 
Net cash used in investing activities                       (4,864)       (5,523)      (5,088)
                                                          --------       -------      ------- 
Cash flows from financing activities:                                                         
  Net borrowings under line-of-credit agreements              (660)        1,520       (2,874)
  Proceeds from issuance of common stock                    16,864           277       10,509 
  Costs of issuance of common stock                         (1,272)           --       (1,205)
  Retired subordinated debt                                 (7,167)           --           -- 
  Retired term loan                                         (7,000)           --           -- 
  Income tax benefit from stock option exercises                --            44          117 
                                                          --------       -------      ------- 
Net cash provided by financing activities                      765         1,841        6,547 
                                                          --------       -------      ------- 
Net change in cash                                           1,443            73        9,064 
Cash at beginning of period                                    198         1,641        1,714 
                                                          --------       -------      ------- 
Cash at end of period                                     $  1,641      $  1,714    $  10,778 
                                                          ========       =======      ======= 
Supplemental disclosures of cash flow information:                                            
  Interest paid                                           $  3,055      $    218          137 
  Income taxes paid                                             50           749    $   3,458 
                                                          ========       =======      ======= 
Supplemental disclosures of non-cash activity:                                                
  Conversion of Series A convertible preferred stock      $    (18)     $     --    $      -- 
  Conversion of Series B convertible preferred stock           (20)           --           -- 
  Issuance of common stock for the purchase of                                                
   SYSTAT, Inc.                                                 --            (2)          -- 
                                                          ========       =======      ======= 


The accompanying notes are an integral part of these consolidated financial     
statements.                                                                     

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SPSS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

(a)  Description of Business                                          

SPSS Inc. (the "Company") develops, markets, and supports statistical 
software products and services that enable the effective use of marketplace and 
enterprise data in decision making.  Governmental and academic institutions     
constitute a substantial portion of the Company's customers.  The Company       
markets its products and services worldwide.                                    

(b)  Principles of Consolidation                                      

 The consolidated financial statements include the accounts of SPSS Inc.
and its wholly-owned subsidiaries. All intercompany accounts and transactions   
have been eliminated in consolidation.                                          

(c)  Use of Estimates                                               

  Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of       
contingent assets and liabilities to prepare these financial statements in      
conformity with generally accepted accounting principles.  Actual results could 
differ from those estimates.                                                    

(d)  Software Revenue Recognition                                     

 The Company recognizes revenue from Desktop product licenses, net of an
allowance for estimated returns and cancellations, at the time the software is  
delivered. Revenue from Large System product license agreements is recognized   
upon contract execution, product delivery, and customer acceptance.             

Revenue from postcontract customer support (PCS or maintenance)       
agreements, including PCS bundled with Desktop product and Large System product 
licenses, is recognized ratably over the term of the related PCS agreements.    
Certain Desktop product licenses include commitments for insignificant          
obligations, such as technical and other support, for which an accrual is       
provided.                                                                       

  Revenue from consulting, publications, and other items included in other
revenue is recognized as the related products or services are delivered or      
rendered.                                                                       

(e)  Software Development Costs                                       

   Software development costs incurred by the Company in connection with the
Company's long-term development projects are capitalized in accordance with     
Statement of Financial Accounting Standards No. 86. The Company has not         
capitalized software development costs relating to development projects where   
the net realizable value is of short duration, as the effect would be           
immaterial. The Company reviews capitalized software development costs each     
period and, if necessary, reduces the carrying value of each product to its net 
realizable value.                                                               

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SPSS INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)  

(f)  Computation of Net Earnings per Share                            

The net earnings per common and common equivalent share for the years 
ended December 31, 1993, 1994 and 1995 has been computed using the weighted     
average number of common and dilutive common equivalent shares outstanding for  
each year (4,792,635, 6,531,150 and 7,598,739 shares, respectively). Common     
equivalent shares consist of the shares issuable upon conversion of preferred   
stock and exercise of stock options (using the treasury stock method).          

  Pursuant to Securities and Exchange Commission Staff Accounting Bulletin
No. 83, options for common stock granted during the 12 months immediately       
preceding the Company's initial public offering date (using the treasury stock  
method and the public offering price of $8.00 per share) have been included in  
the calculation of common and common equivalent shares as if they were          
outstanding for all periods presented prior to the initial public offering.  In 
addition, the calculation also includes preferred stock as if converted to      
Common Stock on the original date of issuance for all periods presented prior   
to the initial public offering (note 2).                                        

(g)  Depreciation and Amortization                                    

 Depreciation of furniture and equipment is provided using the straight-
line method over the estimated useful lives of the assets, which range from     
three to eight years. Leasehold improvements are amortized on the straight-line 
method over the remaining terms of the respective leases. Capitalized software  
costs are amortized on a straight-line method over three to five years based    
upon the expected life of each product. This method results in greater          
amortization than the method based upon the ratio of current year gross product 
revenue to current and anticipated future gross product revenue.                

(h) Income Taxes                                                      

  The Company follows Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes (Statement 109). Statement 109 requires the asset   
and liability method of accounting for income taxes in which deferred tax       
assets and liabilities are recognized for the future tax consequences           
attributable to differences between the financial statement carrying amounts of 
existing assets and liabilities and their respective tax bases and operating    
loss and tax credit carryforwards. Deferred tax assets and liabilities are      
measured using enacted tax rates expected to apply to taxable income in the     
years in which those temporary differences are expected to be recovered or      
settled. Under Statement 109, the effect on deferred tax assets and liabilities 
of a change in tax rates is recognized in income in the period that includes    
the enactment date.                                                             

(i)  Inventories                                                      

    Inventories, consisting of finished goods, are stated at the lower of cost
or market. Cost is determined using the first-in, first-out method.             

(j)  Goodwill                                                         

The excess of the cost over the fair value of net assets acquired is  
recorded as goodwill and amortized on a straight-line basis over 10 years.      
Accumulated amortization was $143,000 and $353,000 as of December 31, 1994 and  
1995, respectively.                                                             

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SPSS INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)  

(k)  Foreign Currency Translation                                     

   The translation of the applicable foreign currencies into U.S. dollars is
performed for balance sheet accounts using current exchange rates in effect at  
the balance sheet date and for revenue and expense accounts using the average   
exchange rate during the period. The gains or losses resulting from such        
translation are included in stockholders' (deficit) equity. Gains or losses     
resulting from foreign currency transactions are included in "other income and  
expense" in the statements of income.                                           

(l)  Fair Value of Financial Instruments                              

The fair values of financial instruments were not materially different
from their carrying values.                                                     

(m)  Cash and Cash Equivalents                                        

   Cash and cash equivalents are comprised of highly liquid investments with
maturity dates of less than three months.                                       

(n)  Reclassifications                                                

Where appropriate, certain items relating to the prior years have been
reclassified to conform to the presentation in the current year.                

(2) INITIAL PUBLIC OFFERING                                                     

    In August 1993, the Company completed an initial public offering of Common
Stock.  The primary purpose of the initial public offering was to repay the     
note payable, term loan, subordinated debt, and related accrued interest.       

  Upon the effective date of the initial public offering, the Series A and
Series B convertible preferred shares were converted into shares of Common      
Stock and a reverse one-for-three Common Stock split was effected.  All common  
share and per share amounts in the accompanying consolidated financial          
statements have been adjusted retroactively to give effect to the reverse stock 
split.                                                                          

(3) INTERNATIONAL SUBSIDIARIES                                                  

The net assets, net revenues and net earnings of international        
subsidiaries as of and for the years ended December 31, 1993, 1994 and 1995     
included in the consolidated financial statements are summarized as follows:    

                                                                [Download Table]

                                                      DECEMBER 31,                  
                                  ------------------------------------------------- 
                                       1993              1994             1995      
                                  --------------    --------------    ------------- 
                                                                                    
Working capital                   $   (2,178,000)   $   (5,534,000)   $  (3,437,000)
                                  ==============    ==============    ============= 
Excess of noncurrent assets over                                                    
  noncurrent liabilities          $    1,161,000    $    2,625,000    $   2,458,000 
                                  ==============    ==============    ============= 
Net revenues                      $   19,250,000    $   26,252,000    $  34,574,000 
                                  ==============    ==============    ============= 
Net earnings                      $      528,000    $      307,000    $     818,000 
                                  ==============    ==============    ============= 

Geographic information is disclosed elsewhere in this document.       

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SPSS INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)  

(4)  SOFTWARE DEVELOPMENT COSTS AND PURCHASED SOFTWARE                          

Activity in capitalized software is summarized as follows:            

                                                                [Download Table]

                                                 DECEMBER 31,              
                                     ------------------------------------- 
                                        1993         1994         1995     
                                     -----------  -----------  ----------- 
                                                                           
Balance, net - beginning of year      $3,660,000   $4,768,000   $7,207,000 
Additions                              1,730,000    2,704,000    2,613,000 
Product translations                     384,000      516,000      508,000 
Acquired Japan product translations           --      458,000           -- 
Write-down to net realizable value            --           --   (1,897,000)
Amortization expense charged to                                            
 cost of revenues                     (1,006,000)  (1,239,000)  (1,592,000)
                                     -----------  -----------  ----------- 
Balance, net - end of year            $4,768,000   $7,207,000   $6,839,000 
                                     ===========  ===========  =========== 

The components of capitalized software are summarized as follows:     

                                                                [Download Table]

                                                    DECEMBER 31,         
                                        ---------------------------------
                                               1994             1995     
                                        ----------------  ---------------
                                                                         
Product translations                          $  802,000       $1,096,000
Acquired Japan product translations              458,000                -
Acquired software technology                   1,831,000        2,300,000
Capitalized software development costs         4,116,000        3,443,000
                                        ----------------  ---------------
Balance, net - end of period                  $7,207,000       $6,839,000
                                        ================  ===============

   Total software development costs, including amounts expensed as incurred,
amounted to approximately $8,785,000, $10,561,000 and $11,118,000, for the      
years ended December 31, 1993, 1994 and 1995, respectively.                     

Included in acquired software technology at December 31, 1994 is      
$1,000,000 related to the purchase of CHAID for Windows.  The future guaranteed 
obligation related to this purchase, reflected in the consolidated balance      
sheet as of December 31, 1995, amounted to $550,000 and is due through 1998.    

   Included in acquired software technology at December 31, 1995 is $618,000
of technology resulting from the acquisition of BMDP Statistical Software, Inc. 
(See Note 6).                                                                   

(5)  INVESTMENT IN JOINT VENTURE                                                

In October 1988, the Company entered into a joint venture with Japan  
Systems Engineering Corporation ("JSE") and formed SPSS Japan, Inc., owned      
equally by JSE and the Company. An executive of JSE, the joint venture partner, 
was also a shareholder in SPSS Inc. The joint venture was created for the       
purposes of adapting, marketing, selling, licensing and providing technical     
support and assistance in Japan for the Company's products. The investment in   
SPSS Japan, Inc. was being accounted for using the equity method.  As of        
January 1, 1994, SPSS Japan, Inc. became a wholly-owned subsidiary of SPSS Inc. 
(See note 6.)                                                                   

   During the year ended December 31, 1993, the Company recorded $169,000 of
royalty revenue from SPSS Japan, Inc.                                           

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SPSS INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)  

(6)  ACQUISITIONS                                                               

During the first quarter of 1994, the Company acquired the remaining  
capital stock of SPSS Japan, Inc. from its joint venture partner, JSE.  Results 
of SPSS Japan, Inc. are consolidated in the Company's statements of income from 
January 1, 1994.  The purchase price for SPSS Japan, Inc. was approximately     
$50,000 and approximately $1,600,000 in accrued royalties, cash advances and    
interest was to be paid by SPSS Japan, Inc. to JSE over the next four years.    

This acquisition was accounted for as a purchase and, accordingly, the
acquired assets and liabilities have been recorded at their estimated fair      
values.  The $961,000 excess of the purchase price over the fair market value   
of the net assets acquired was recorded as goodwill.                            

    During the third quarter of 1994, the Company acquired specific assets and
liabilities of SYSTAT, Inc. ("SYSTAT").  SYSTAT is engaged in the business of   
statistical software.  Results of SYSTAT are included in the Company's          
statements of income from September 1, 1994.  The purchase price for SYSTAT was 
$1,828,000, consisting of $600,000 in cash and 150,000 shares of Common Stock   
of the Company valued at $1,228,000.  In addition, the Company granted options  
at $9.00 per share to purchase 150,000 shares of Common Stock to the principal  
owners of SYSTAT.                                                               

  The SYSTAT acquisition was accounted for as a purchase and, accordingly,
the acquired assets and liabilities have been recorded at their estimated fair  
values.  The $1,403,000 excess of the purchase price over the fair market value 
of the net assets acquired was recorded as goodwill in 1994.  During 1995       
certain assumed liabilities were revalued, and consequently SYSTAT goodwill was 
reduced to $1,203,000.                                                          

As of December 29, 1995, the Company acquired substantially all of the
assets of one of its competitors, BMDP Statistical Software, Inc. ("BMDP"), for 
$850,000 in cash to BMDP and non-competition payments to the principal          
shareholder of BMDP.  In addition, the Company agreed to assume approximately   
$1,400,000 of BMDP's liabilities, consisting of telephone equipment and office  
machine lease obligations, accounts payable and advertising fees, accrued       
employment-related expenses, professional fees, and bank loan and line of       
credit facilities.  In the fourth quarter of 1995, the Company recorded charges 
of approximately $1,051,000 representing a one-time write-off of acquired and   
in-process technology and other acquisition-related charges.  The BMDP          
acquisition was accounted for as a purchase and, accordingly, the acquired      
assets and liabilities have been recorded at their estimated fair values.  The  
$301,000 excess of the purchase price over the fair market value of the net     
assets acquired was recorded as goodwill.                                       

The pro forma impact of these acquisitions on the 1993, 1994 and 1995 
consolidated statements of income is not material.                              

(7)  LEASE COMMITMENTS                                                          

   The Company leases its office facilities, storage space, and certain data
processing equipment under lease agreements expiring through the year 2000.     
Minimum lease payments indicated below do not include costs such as property    
taxes, maintenance, and insurance.                                              

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SPSS INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)  

    The following is a schedule of future noncancelable minimum lease payments
required under operating leases as of December 31, 1995:                        

                                                                [Download Table]

YEAR ENDING DECEMBER 31,                                           AMOUNT  
------------------------                                         ----------
                                                                           
1996                                                             $3,080,000
1997                                                              2,730,000
1998                                                              2,159,000
1999                                                                515,000
2000                                                                197,000
Thereafter                                                               --
                                                                 ----------
                                                                 $8,681,000
                                                                 ==========

Rent expense related to operating leases was approximately $2,660,000,
$2,915,000 and $3,242,000 during the years ended December 31, 1993, 1994, and   
1995, respectively.                                                             

(8) FINANCING ARRANGEMENTS                                                      

   The note payable of $2,874,000 at December 31, 1994, represents a line of
credit bearing interest at prime (8.5% at December 31, 1994 and 1995).  As of   
December 31, 1995, the Company owed no amounts under the line of credit.  The   
line of credit is collateralized by all of the Company's assets and does not    
require a compensating balance, however, the Company pays a facility fee of 1/2 
of 1% on the unused amount of the line of credit. At December 31, 1995, the     
entire $5,000,000 of the line of credit was unused.  See note 14 for further    
discussion.                                                                     

(9) OTHER INCOME (EXPENSE)                                                      

Other income (expense) consists of the following:                     

                                                        [Enlarge/Download Table]
                                                         YEAR ENDED DECEMBER 31,             
                                          -------------------------------------------------- 
                                                1993               1994              1995    
                                          --------------      ------------      ------------ 
                                                                                             
Interest income                           $       29,000      $    117,000      $    294,000 
Interest expense -- subordinated                                                             
 debt to related parties                        (676,000)               --                -- 
Other interest expense                        (1,008,000)         (300,000)         (122,000)
Amortization of deferred loan cost              (409,000)               --                -- 
Exchange gain (loss) on foreign currency                                                     
 transactions                                    (41,000)         (248,000)          212,000 
Stock appraisal action                            60,000           (46,000)         (105,000)
Japan insurance proceeds                              --           186,000                -- 
Other                                                 --                --            70,000 
                                          --------------      ------------      ------------ 
Total other income (expense)              $   (2,045,000)     $   (291,000)     $    349,000 
                                          ==============      ============      ============ 

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SPSS INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)  

(10) INCOME TAXES                                                               

Income before income tax consists of the following:                   

                                                                [Download Table]


                          YEAR ENDED DECEMBER 31,           
            ------------------------------------------------
                 1993              1994              1995   
            ------------      ------------      ------------
                                                            
Domestic    $  3,520,000      $  5,140,000      $  5,513,000
Foreign        1,038,000           611,000         1,824,000
            ------------      ------------      ------------
            $  4,558,000      $  5,751,000      $  7,337,000
            ============      ============      ============

Income tax expense consists of the following:                         

                                                                [Download Table]

                                    CURRENT        DEFERRED          TOTAL   
                                 ------------    ------------    ------------
                                                                             
Year ended December 31, 1993:                                                
  U.S. Federal                   $    693,000    $     89,000    $    782,000
  State                                45,000          12,000          57,000
  Foreign                             549,000         (39,000)        510,000
                                 ------------    ------------    ------------
                                 $  1,287,000    $     62,000    $  1,349,000
                                 ============    ============    ============

Year ended December 31, 1994:                                                
  U.S. Federal                   $    944,000    $    500,000    $  1,444,000
  State                               331,000         112,000         443,000
  Foreign                             304,000              --         304,000
                                 ------------    ------------    ------------
                                 $  1,579,000    $    612,000    $  2,191,000
                                 ============    ============    ============

Year ended December 31, 1995                                                 
  U.S. Federal                   $  1,616,000    $   (144,000)   $  1,472,000
  State                               186,000         (32,000)        154,000
  Foreign                           1,342,000              --       1,342,000
                                 ------------    ------------    ------------
                                 $  3,144,000    $   (176,000)   $  2,968,000
                                 ============    ============    ============


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SPSS INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)  

  For the years ended December 31, 1993, 1994 and 1995, the reconciliation
of statutory to effective income taxes is as follows:                           

                                                        [Enlarge/Download Table]

                                                        YEAR ENDED DECEMBER 31,             
                                          ------------------------------------------------- 
                                               1993              1994              1995     
                                          -------------      ------------      ------------ 
                                                                                            
Income taxes using the Federal                                                              
 statutory rate of 34%                    $   1,550,000      $  1,955,000      $  2,495,000 
State income taxes, net of Federal tax                                                      
 benefit                                         38,000           292,000           102,000 
Change in valuation allowance and credit                                                    
 and net operating loss utilization, net       (277,000)         (272,000)         (132,000)
Foreign taxes at net rates different                                                        
 from U.S. Federal rates                        157,000            96,000           722,000 
Foreign tax credit                                    -                 -          (336,000)
Other, net                                     (119,000)          120,000           117,000 
                                          -------------      ------------      ------------ 
                                          $   1,349,000      $  2,191,000      $  2,968,000 
                                          =============      ============      ============ 

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at December 31, 1994 and    
1995, are presented below:                                                      

                                                        [Enlarge/Download Table]

                                                                                          1994           1995    
                                                                                      ------------   ------------
                                                                                                                 
Deferred tax assets:                                                                                             
  Accounts receivable principally due to allowance for doubtful accounts             $    40,000    $   123,000  
  Inventories, principally due to additional costs inventoried for tax purposes                                  
   pursuant to the Tax Reform Act of 1986                                                 59,000         47,000  
  Compensated absences, principally due to accrual for financial reporting purposes       91,000        111,000  
  Research and experimentation credit carryforwards                                      178,000             --  
  Alternative minimum tax credit carryforwards                                           171,000             --  
  Deferred rent                                                                          390,000        299,000  
  Plant and equipment, principally due to differences in depreciation and                                        
   capitalized interest                                                                  153,000        192,000  
  Related party accruals                                                                      --             --  
  Deferred revenues                                                                    1,706,000      1,657,000  
  Write off of purchased software asset                                                  207,000             --  
  Foreign currency loss                                                                  104,000         59,000  
  Acquisition-related items                                                              132,000        287,000  
  State deferred tax asset                                                               653,000        629,000  
  Non-U.S. net operating loss carryforwards                                              964,000        435,000  
  Other                                                                                   22,000         21,000  
                                                                                       ---------      ---------  
Total gross deferred tax assets                                                        4,870,000      3,860,000  
Less valuation allowance                                                              (4,870,000)    (3,860,000) 
                                                                                       ---------      ---------  
Net deferred tax assets                                                                       --             --  
                                                                                       ---------      ---------  
Deferred tax liabilities:                                                                                        
  Capitalized software costs                                                           1,641,000      1,496,000  
  State deferred tax liability                                                           402,000        370,000  
  Other                                                                                  148,000        149,000  
                                                                                       ---------      ---------  
Net deferred tax liability                                                           $ 2,191,000    $ 2,015,000  
                                                                                       =========      =========  

During the year ended December 31, 1995, the Company's research and   
experimentation carryforwards were utilized to reduce current income taxes.     

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SPSS INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)  

The valuation allowance decreased $277,000, $796,000 and $1,010,000 in
1993, 1994 and 1995, respectively.                                              

(11) CAPITAL STOCK                                                              

  In conjunction with the August 1993 initial public offering, the Company
converted 52,650 shares of Series A convertible preferred stock and 60,000      
shares of Series B convertible preferred stock into Common Stock at a rate of   
100 shares of Common Stock for each share of preferred stock and effected a     
reverse one-for-three Common Stock split, resulting in 1,755,000 and 2,000,000  
shares of Common Stock, respectively.                                           

    The Company issued 2,000,000 shares of Common Stock on the August 18, 1993
effective date of the initial public offering, with an additional 266,667       
shares subsequently issued to the underwriters to cover overallotments, at an   
initial offering price of $8.00 per share.  The Company used the net proceeds   
of $15,592,000 and part of the new line of credit  to retire:  (i) term loan of 
$7,000,000 and accrued interest of $378,000, (ii) subordinated notes of         
$1,000,000 and accrued interest of $212,000, (iii) subordinated note of         
$4,367,000 and subordinated obligation of $1,300,000 and accrued interest of    
$1,188,000, and (iv) subordinated obligation of $375,000 and accrued interest   
of $61,000, and replaced the existing revolving line of credit by repaying the  
outstanding balance of $3,671,000.                                              

Three former holders of Class B Common Stock of the Company exercised 
their statutory rights to dissent from the value at which their stock was       
redeemed.  During 1993, the court issued an order valuing the dissenting        
shareholders' stock at $20.70 per share (or $520,025 for the total stock value, 
before adjustment for the above one-for-three stock split), plus interest at    
the rate of 9% per annum from October 10, 1990 until payment, and awarded       
attorneys fees and costs incurred by the former shareholders.                   

   The Company filed an appeal related to this matter to challenge the trial
procedure, the court's valuation of the stock and the award of attorneys' fees  
and costs. The Company had posted a bond of $1,184,000 during the pendency of   
the appeal.  On February 3, 1995, the Company's Petition for Leave to Appeal    
was denied by the Illinois Supreme Court.  Subsequently, the Company paid the   
judgment and settled all remaining claims, and on April 16, 1995, the court     
entered an Agreed Order of Dismissal with Prejudice of all pending claims,      
defenses and counterclaims.                                                     

  In February 1995, the Company and certain Selling Stockholders completed
an offering of Common Stock in which the Company sold 700,000 shares of Common  
Stock and the Selling Stockholders sold 921,916 shares of Common Stock, at a    
public offering price of $11.375 per share, and each sold an additional 208,287 
and 35,000 shares, respectively, when the underwriters exercised their          
overallotment option in March 1995.  After the underwriters' discounts and      
other offering expenses, the Company received approximately $9,127,000 in net   
proceeds from its sale of 908,287 shares of Common Stock in the offering.       

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SPSS INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)  

(12) RESEARCH AND DEVELOPMENT LIMITED PARTNERSHIPS                              

The Company entered into agreements with limited partnerships in 1981,
1982 and 1985 to perform research and development for new and existing computer 
software. Certain of the general and limited partners of these partnerships are 
officers of the Company and under these agreements, the Company incurred        
royalty expense to the partnerships of $342,000, $349,000 and $361,000, for the 
years ended December 31, 1993, 1994 and 1995.                                   

(13) STOCK OPTIONS                                                              

  On January 16, 1992, the Company adopted a Stock Option Plan for certain
key employees. Options vest either immediately or over a four year period. In   
September 1994, the Company granted options to purchase 150,000 shares of       
Common Stock to the principal owners of SYSTAT.  In addition, in June 1995, the 
Shareholders of the Company adopted the 1995 Equity Incentive Plan which        
authorizes the Board of Directors, under certain conditions, to grant stock     
options and shares of restricted stock to directors, officers, other key        
executives, employees and independent contractors.  Options for 251,371,        
397,570 and 547,339 common shares are vested and exercisable at December 31,    
1993, 1994 and 1995, respectively.                                              

Stock option transactions are summarized below:                       

                                                                [Download Table]

                            NUMBER OF            PRICE            AGGREGATE   
                             SHARES            PER SHARE            PRICE     
                            ---------   ---------------------  ---------------
                                            OUTSTANDING OPTIONS               
                            --------------------------------------------------
                                                                              
Balance, December 31, 1992    358,042   $             1.05     $     375,944  
Options granted               206,902            1.05-8.00           912,247  
Options terminated             (1,000)                1.05            (1,050) 
                            ---------   ------------------     -------------  
Balance, December 31, 1993    563,944   $        1.05-8.00     $   1,287,141  
Options granted               227,500          8.625-9.125         2,053,438  
Options terminated             (1,224)           1.05-8.00            (5,921) 
Options exercised             (10,428)           1.05-8.00           (11,860) 
                            ---------   ------------------     -------------  
Balance, December 31, 1994    779,792   $       1.05-9.125     $   3,322,798  
Options granted               288,875        11.75 - 14.75         3,920,406  
Options terminated             (4,951)        1.05 - 14.75           (54,325) 
Options exercised             (20,607)        1.05 - 8.625           (36,636) 
                            ---------   ------------------     -------------  
Balance, December 31, 1995  1,043,109   $     1.05 - 14.75     $   7,152,243  
                            =========   ==================     =============  

(14) SUBSEQUENT EVENTS                                                          

   Effective March 15, 1996, the Company established a $5,000,000 unsecured,
364-day revolving credit facility available for advances pursuant to a          
definitive credit agreement.  The Company pays a facility fee of 0.375% on the  
unused portion of the facility.  If the Company does borrow against the         
facility, interest will be charged at the Bank of America reference rate (8.25% 
at March 15, 1996).                                                             

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SPSS INC. AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)  

(15) UNAUDITED QUARTERLY FINANCIAL INFORMATION                                  

The following is a summary of the unaudited interim results of operations for   
each of the quarters ended in 1994 and 1995.                                    

                                                        [Enlarge/Download Table]

                                      MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,  DEC. 31,
                                        1994       1994       1994        1994       1995       1995       1995      1995   
                                      --------   --------   --------   --------   --------   --------    --------   ------- 
                                                                                                                            
Net revenues:                                                                                                               
 Desktop products                       $7,586    $7,958     $8,942     $10,619    $10,347    $10,771     $11,594   $13,389 
 Large System products                   2,651     2,685      2,587       2,912      2,560      2,550       2,782     2,802 
 Other products and services             1,226     1,410      1,476       1,705      1,855      1,703       1,187     1,489 
                                      --------   --------   --------   --------   --------   --------    --------   ------- 
   Net revenues                         11,463    12,053     13,005      15,236     14,762     15,024      15,563    17,680 
Cost of revenues                         1,197     1,317      1,551       1,510      1,350      1,473       1,667     1,687 
                                      --------   --------   --------   --------   --------   --------    --------   ------- 
Gross profit                            10,266    10,736     11,454      13,726     13,412     13,551      13,896    15,993 
                                      --------   --------   --------   --------   --------   --------    --------   ------- 
Operating expenses:                                                                                                         
 Sales and marketing                     6,082     6,570      6,818       7,458      8,204      8,412       8,182     8,489 
 Product development                     1,552     1,784      1,829       2,176      2,021      2,130       2,386     2,077 
 General and administrative                992     1,073      1,040         838      1,049      1,166       1,095     1,136 
 Nonrecurring items (a)                      -         -          -           -          -          -           -     2,466 
 Acquisition-related charges (b)             -         -      1,928           -          -          -           -     1,051 
                                      --------   --------   --------   --------   --------   --------    --------   ------- 
  Operating expenses                     8,626     9,427     11,615      10,472     11,274     11,708      11,663    15,219 
                                      --------   --------   --------   --------   --------   --------    --------   ------- 
Operating income (loss)                  1,640     1,309       (161)      3,254      2,138      1,843       2,233       774 
Net interest income (expense)              (49)      (63)       (59)        (58)        (4)        15          69        92 
Other income (expenses)                    (29)      (10)       (39)         16         67         75          (1)       36 
                                      --------   --------   --------   --------   --------   --------    --------   ------- 
Income (loss) before income taxes        1,562     1,236       (259)      3,212      2,201      1,933       2,301       902 
Income tax expense (benefit)               624       479       (122)      1,210        755        663         788       762 
                                      --------   --------   --------   --------   --------   --------    --------   ------- 
Net income (loss)                         $938      $757      $(137)     $2,002     $1,446     $1,270      $1,513      $140 
                                      ========   ========   ========   ========   ========   ========    ========   ======= 
Net earnings (loss) per share            $0.15     $0.12     $(0.02)      $0.30      $0.20      $0.17       $0.20     $0.02 
                                      ========   ========   ========   ========   ========   ========    ========   ======= 
Shares used in per share calculation     6,461     6,468      6,173       6,710      7,164      7,685       7,746     7,796 
                                      ========   ========   ========   ========   ========   ========    ========   ======= 


                                                                AS A PERCENTAGE OF NET REVENUES                             
                                      ------------------------------------------------------------------------------------- 
                                      MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,  DEC. 31,
                                        1994       1994       1994        1994       1995       1995       1995      1995   
                                      --------   --------   --------   --------   --------   --------    --------   ------- 
                                                                                                                            
Net revenues:                                                                                                               
 Desktop products                        66.2%     66.0%      68.8%       69.7%      70.1%      71.7%       74.5%     75.7% 
 Large System products                   23.1%     22.3%      19.9%       19.1%      17.3%      17.0%       17.9%     15.9% 
 Other products and services             10.7%     11.7%      11.3%       11.2%      12.6%      11.3%        7.6%      8.4% 
                                      --------   --------   --------   --------   --------   --------    --------   ------- 
  Net revenues                          100.0%    100.0%     100.0%      100.0%     100.0%     100.0%      100.0%    100.0% 
Cost of revenues                         10.4%     10.9%      11.9%        9.9%       9.1%       9.8%       10.7%      9.5% 
                                      --------   --------   --------   --------   --------   --------    --------   ------- 
Gross profit                             89.6%     89.1%      88.1%       90.1%      90.9%      90.2%       89.3%     90.5% 
                                      --------   --------   --------   --------   --------   --------    --------   ------- 
Operating expenses:                                                                                                         
 Sales and marketing                     53.1%     54.5%      52.4%       48.9%      55.6%      56.0%       52.6%     48.0% 
 Product development                     13.5%     14.8%      14.1%       14.3%      13.7%      14.2%       15.3%     11.8% 
 General and administrative               8.7%      8.9%       8.0%        5.5%       7.1%       7.7%        7.0%      6.4% 
 Nonrecurring items (a)                      -         -          -           -          -          -           -     14.0% 
 Acquisition-related charges (b)             -         -      14.8%           -          -          -           -      5.9% 
                                      --------   --------   --------   --------   --------   --------    --------   ------- 
  Operating expenses                     75.3%     78.2%      89.3%       68.7%      76.4%      77.9%       74.9%     86.1% 
                                      --------   --------   --------   --------   --------   --------    --------   ------- 
Operating income (loss)                  14.3%     10.9%      (1.2%)      21.4%      14.5%      12.3%       14.4%      4.4% 
Net interest income (expense)            (0.4%)    (0.5%)     (0.5%)      (0.4%)         -       0.1%        0.4%      0.5% 
Other income (expense)                   (0.3%)    (0.1%)     (0.3%)       0.1%       0.4%       0.5%           -      0.2% 
                                      --------   --------   --------   --------   --------   --------    --------   ------- 
Income (loss) before income taxes        13.6%     10.3%      (2.0%)      21.1%      14.9%      12.9%       14.8%      5.1% 
Income tax expense (benefit)              5.4%      4.0%      (0.9%)       8.0%       5.1%       4.4%        5.1%      4.3% 
                                      --------   --------   --------   --------   --------   --------    --------   ------- 
Net income (loss)                         8.2%      6.3%      (1.1%)      13.1%       9.8%       8.5%        9.7%      0.8% 
                                      ========   ========   ========   ========   ========   ========    ========   ======= 


(a)  Write-off in December 1995, principally of certain software assets         
capitalized more than two years ago.                                  

(b)  Write-off in September 1994, principally of acquired and in-process        
technology in conjunction with the acquisition of SYSTAT, Inc.        
Write-off in December 1995, principally of acquired and in-process    
technology in conjunction with the acquisition of BMDP Statistical    
Software, Inc.                                                        

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INDEPENDENT AUDITORS' REVIEW REPORT 

The Board of Directors                                                          
SPSS Inc.:                                                                      

We have reviewed the consolidated balance sheet of SPSS Inc. and subsidiaries   
as of June 30, 1996, and the related consolidated statements of income for the  
three-month and six-month periods ended June 30, 1995 and 1996 and cash flows   
for the six-month periods ended June 30, 1995 and 1996.  These consolidated     
financial statements are the responsibility of SPSS Inc.'s management.          

We conducted our review in accordance with standards established by the         
American Institute of Certified Public Accountants.  A review of interim        
financial information consists principally of applying analytical procedures to 
financial data and making inquiries of persons responsible for financial and    
accounting matters.  It is substantially less in scope than an audit conducted  
in accordance with generally accepted auditing standards, the objective of      
which is the expression of an opinion regarding the financial statements taken  
as a whole.  Accordingly, we do not express such an opinion.                    

Based on our review, we are not aware of any material modifications that should 
be made to the consolidated financial statements referred to above, for them to 
be in conformity with generally accepted accounting principles.                 

We have previously audited, in accordance with generally accepted auditing      
standards, the consolidated balance sheet of SPSS Inc. and subsidiaries as of   
December 31, 1995, and the related consolidated statements of income,           
stockholders' equity, and cash flows for the year then ended and in our report  
dated February 21, 1996, except as to Note 14 which is as of March 15, 1996,    
we expressed an unqualified opinion on those consolidated financial statements. 
In our opinion, the information set forth in the accompanying consolidated      
balance sheet as of December 31, 1995, is fairly stated, in all material        
respects, in relation to the consolidated balance sheet from which it has been  
derived.                                                                        

                                                       KPMG PEAT MARWICK LLP

Chicago, Illinois                                                               
August 2, 1996                                                                  

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SPSS INC. AND SUBSIDIARIES  
CONSOLIDATED BALANCE SHEETS   
(IN THOUSANDS, EXCEPT FOR SHARE DATA)   

                                                        [Enlarge/Download Table]


                                                             DECEMBER 31,   JUNE 30,  
                                                                1995          1996    
                                                              --------      --------  
                                                                           (UNAUDITED)
                                                                                      
CURRENT ASSETS:                                                                       
   Cash and cash equivalents                                  $ 10,778      $ 11,511  
   Accounts receivable, net of allowances                       12,252        12,083  
   Inventories                                                   1,590         1,387  
   Prepaid expenses and other current assets                     1,469         1,914  
                                                              --------      --------  

      Total current assets                                      26,089        26,895  
                                                              --------      --------  

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, at cost:                                        
   Furniture, fixtures and office equipment                      3,494         3,641  
   Computer equipment and software                               8,609         9,648  
   Leasehold improvements                                        1,413         1,483  
                                                              --------      --------  
                                                                13,516        14,772  
   Less: Accumulated depreciation and amortization               9,179         9,795  
                                                              --------      --------  

Net equipment and leasehold improvements                         4,337         4,977  
                                                              --------      --------  

Capitalized software development costs, net of                                        
 accumulated amortization                                        6,839         6,748  
Goodwill, net of accumulated amortization                        2,113         1,989  
Other assets                                                     1,999         1,889  
                                                              --------      --------  
                                                              $ 41,377      $ 42,498  
                                                              --------      --------  
CURRENT LIABILITIES:                                                                  
   Accounts payable                                           $  2,331      $  2,487  
   Accrued royalties                                               496           430  
   Accrued rent                                                    921           793  
   Other accrued liabilities                                     8,785         6,735  
   Income taxes and value added taxes payable                    2,262         2,988  
   Customer advances                                               295           195  
   Deferred revenues                                             6,485         5,348  
                                                              --------      --------  

      Total current liabilities                                 21,575        18,976  
                                                              --------      --------  

Deferred income taxes                                            2,015         2,015  
Other noncurrent liabilities                                       288           162  

STOCKHOLDERS' EQUITY:                                                                 
   Common stock, $.01 par value; 50,000,000 shares                                    
    authorized; 7,148,891 and  7,174,481 shares  issued and         71            72  
    outstanding in 1995 and 1996, respectively                                        
   Additional paid-in-capital                                   37,126        37,416  
   Cumulative foreign currency translation adjustments            (699)         (867) 
   Accumulated deficit                                         (18,999)      (15,276) 
                                                              --------      --------  

      Total stockholders' equity                                17,499        21,345  
                                                              --------      --------  
                                                              $ 41,377      $ 42,498  
                                                              ========      ========  


See accompanying notes to consolidated financial statements.  

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                                                    SPSS INC. AND SUBSIDIARIES                                              
                                                 CONSOLIDATED STATEMENTS OF INCOME                                          
                                               (IN THOUSANDS, EXCEPT FOR SHARE DATA)                                        
                                                            (UNAUDITED)                                                     

                                                                   THREE MONTHS ENDED               SIX MONTHS ENDED        
                                                                         JUNE 30,                        JUNE 30,           
                                                          ----------------------------------   ---------------------------  
                                                                 1995                 1996          1995             1996   
                                                           ------------          -----------   -----------     -----------  
                                                                                                                            
Net revenues:                                                                                                               
     Desktop products                                      $     10,771          $    12,713   $    21,118     $     25,619 
     Large System products                                        2,550                2,612         5,110            5,467 
     Other products and services                                  1,703                1,828         3,558            3,130 
                                                           ------------          -----------   -----------     ------------ 
Net revenues                                                     15,024               17,153        29,786           34,216 
Cost of revenues                                                  1,473                1,700         2,823            3,303 
                                                           ------------          -----------   -----------     ------------ 
Gross profit                                                     13,551               15,453        26,963           30,913 
                                                           ------------          -----------   -----------     -------------
Operating expenses:                                                                                                         
    Sales and marketing                                           8,412                8,690        16,616           17,613 
    Product development                                           2,130                2,822         4,151            5,283 
    General and administrative                                    1,166                1,285         2,215            2,521 
                                                           ------------          -----------   -----------     ------------ 
Operating expenses                                               11,708               12,797        22,982           25,417 

Operating income                                                  1,843                2,656         3,981            5,496 
Other income (expense):                                                                                                     
    Net interest income                                              15                  103            11              225 
    Other                                                            75                  (19)          142              (69)
                                                           ------------          -----------   -----------     -------------
Other income (expense)                                               90                   84           153              156 
                                                           ------------          -----------   -----------     ------------ 
Income before income taxes                                        1,933                2,740         4,134            5,652 
Income tax expense                                                  663                  930         1,418            1,929 
                                                           ------------          -----------   -----------     ------------ 
Net income                                                 $      1,270          $     1,810         2,716     $      3,723 
                                                           ============          ===========   ===========     ============ 
Net income per share                                       $       0.17                 0.23          0.37     $       0.48 
                                                           ============          ===========   ===========     ============ 
Shares used in computing net income per share                 7,685,380            7,863,790     7,422,396        7,818,397 
                                                           ============          ===========   ===========     ============ 


See accompanying notes to consolidated financial statements.  

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                          SPSS INC. AND SUBSIDIARIES                                   
                    CONSOLIDATED STATEMENTS OF CASH FLOWS                              
                                (IN THOUSANDS)                                         
                                 (UNAUDITED)                                           

                                                                  SIX MONTHS ENDED     
                                                                       JUNE 30,        
                                                           --------------------------- 
                                                               1995             1996   
                                                           --------         ---------- 
                                                                                       
Cash flows from operating activities:                                                  
Net income                                                 $   2,716        $    3,723 
Adjustments to reconcile net income to net cash                                        
provided by operating activities:                                                      
Depreciation and amortization                                  2,024             2,210 
Changes in assets and liabilities, net of effects of                                   
the purchase of BMDP Statistical Software, Inc.:                                       
Accounts receivable                                              770               169 
Inventories                                                      381               203 
Accounts payable                                              (1,802)              156 
Accrued royalties                                                (90)              (66)
Accrued expenses                                              (1,035)           (1,933)
Other                                                           (726)           (1,523)
                                                            --------        ---------- 
Net cash provided by operating activities                      2,238             2,939 
Cash flows from investing activities:                       ---------       ---------- 
Capital expenditures, net                                     (1,458)           (1,649)
Capitalized software development costs                        (1,441)             (603)
Net payments for acquisitions                                     --              (244)
                                                            --------        ---------- 
Net cash used in investing activities                         (2,899)           (2,496)
Cash flows from financing activities:                       --------         --------- 
Net repayments under line-of-credit agreement                 (2,868)               -- 
Net proceeds from issuance of common stock                     9,206               116 
Income tax benefit from stock option exercises                    --               174 
                                                            ---------        ----------
Net cash provided by financing activities                      6,338               290 
                                                            ---------        ----------
Net change in cash                                             5,677               733 
Cash and cash equivalents at beginning of period               1,714            10,778 
                                                            ---------        ----------
Cash and cash equivalents at end of period                  $  7,391        $   11,511 

Supplemental disclosures of cash flow information:          =========        ==========
Interest paid                                               $    116        $       18 
Income taxes paid                                              1,784               727 
                                                            =========        ==========


See accompanying notes to consolidated financial statements.  

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SPSS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION                                                  

THE ACCOMPANYING UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS  
REFLECT ALL ADJUSTMENTS WHICH, IN THE OPINION OF MANAGEMENT, ARE NECESSARY FOR  
A FAIR PRESENTATION OF THE RESULTS OF THE INTERIM PERIODS PRESENTED.  ALL SUCH  
ADJUSTMENTS ARE OF A NORMAL RECURRING NATURE.                                   

    THESE CONSOLIDATED FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH
THE COMPANY'S AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO FOR   
THE YEAR ENDED DECEMBER 31, 1995, INCLUDED IN THE COMPANY'S FORM 10-K FILED     
WITH THE SECURITIES AND EXCHANGE COMMISSION.                                    

NOTE 2 - NET INCOME PER SHARE                                                   

   NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE HAS BEEN COMPUTED USING
THE WEIGHTED AVERAGE NUMBER OF COMMON AND DILUTIVE COMMON EQUIVALENT SHARES     
OUTSTANDING FOR EACH PERIOD (7,863,790 SHARES FOR THE THREE MONTHS ENDED JUNE   
30, 1996, 7,818,397 SHARES FOR THE SIX MONTHS ENDED JUNE 30, 1996, AND          
7,685,380 AND 7,422,396 SHARES FOR THE COMPARABLE PERIODS IN 1995).  COMMON     
EQUIVALENT SHARES CONSIST OF THE SHARES ISSUABLE UPON EXERCISE OF STOCK OPTIONS 
(USING THE TREASURY STOCK METHOD).                                              

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JANDEL CORPORATION AND SUBSIDIARY   

CONSOLIDATED FINANCIAL STATEMENTS   

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Independent Auditors' Report  

The Board of Directors                                                          
Jandel Corporation:                                                             

We have audited the accompanying consolidated balance sheets of Jandel          
Corporation and subsidiary (the Company) as of December 31, 1994 and 1995, and  
the related consolidated statements of operations, shareholders' equity, and    
cash flows for the years then ended.  These consolidated financial statements   
are the responsibility of the Company's management.  Our responsibility is to   
express an opinion on these consolidated financial statements based on our      
audits.                                                                         

We conducted our audits in accordance with generally accepted auditing          
standards.  Those standards require that we plan and perform the audit to       
obtain reasonable assurance about whether the financial statements are          
free of material misstatement.  An audit includes examining, on a test basis,   
evidence supporting the amounts and disclosures in the financial statements.    
An audit also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial       
statement presentation.  We believe that our audits provide a reasonable basis  
for our opinion.                                                                

In our opinion, the consolidated financial statements referred to above         
present fairly, in all material respects, the financial position of Jandel      
Corporation and subsidiary as of December 31, 1994 and 1995, and the results of 
its operations and its cash flows for the years then ended in conformity with   
generally accepted accounting principles.                                       

                                             KPMG PEAT MARWICK LLP

San Jose, California                                                            
August 30, 1996                                                                 

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JANDEL CORPORATION AND SUBSIDIARY 

Consolidated Balance Sheets 

                                                        [Enlarge/Download Table]

                                                                       December 31,            June 30, 
                             Assets                              1994               1995        1996    
                             ------                              ----               ----        ----    
                                                                                             (Unaudited)
                                                                                                        
Current assets:                                                                                         
    Cash and cash equivalents                              $   630,056         $  251,439   $  246,331  
    Accounts receivable, less allowance for doubtful                                                    
       accounts and sales returns of $175,000,                                                          
       $229,000, and $225,000 in 1994, 1995, and                                                        
       1996, respectively                                      988,948          1,150,969      711,912  
    Inventories                                                250,481            148,542      161,197  
    Prepaid expenses and other assets                           61,366             89,029      124,175  
                                                           -----------         ----------   ----------  

               Total current assets                          1,930,851          1,639,979    1,243,615  

Property and equipment, net                                    425,285            391,291      409,723  
Other assets                                                    56,920             42,716       38,786  
Goodwill, net of accumulated amortization of $40,160,                                                   
   $50,200, and $55,220 in 1994, 1995, and 1996,                                                        
   respectively                                                110,440            100,400       95,380  
                                                           -----------         ----------   ----------  

               Total assets                                $ 2,523,496         $2,174,386   $1,787,504  
                                                           ===========         ==========   ==========  

          Liabilities and Shareholders' Equity                                                          

Current liabilities:                                                                                    
    Accounts payable                                       $   368,142         $  675,363   $  479,911  
    Accrued liabilities                                        636,178            468,035      518,980  
    Deferred revenue                                            61,289            128,605      238,769  
    Notes payable and current portion of long-term debt         39,324             75,000         --    
                                                           -----------         ----------   ----------  
               Total current liabilities                     1,104,933          1,347,003    1,237,660  

Long-term debt, less current portion                            51,667               --           --    
Other liabilities                                               58,788             31,616       26,101  
                                                           -----------          ---------   ----------  
               Total liabilities                             1,215,388          1,378,619    1,263,761  

Commitments                                                                                             

Shareholders's equity:                                                                                  
    Common stock, no par value; 600,000 shares                                                          
      authorized; 344,663, 344,998, and 348,634                                                         
      shares issued and outstanding in 1994, 1995,                                                      
      and 1996, respectively                                 3,043,290          3,038,214    3,066,804  
    Accumulated deficit                                     (1,735,182)        (2,242,447)  (2,543,061) 
                                                           -----------          ---------   ----------  

               Total shareholders' equity                    1,308,108            795,767      523,743  
                                                           -----------          ---------   ----------  

               Total liabilities and shareholders' equity  $ 2,523,496         $2,174,386   $1,787,504  
                                                           ===========         ==========   ==========  

See accompanying notes to consolidated financial statements.                    

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JANDEL CORPORATION AND SUBSIDIARY 

Consolidated Statements of Operations 

                                                        [Enlarge/Download Table]

                                              Years ended                            Six months ended      
                                              December 31,                               June 30,          
                                    ----------------------------------------      ------------------------ 
                                    1993              1994            1995          1995              1996 
                                    ----              ----            ----          ----              ---- 
                                 (Unaudited)                                           (Unaudited)         
                                                                                                           
Net revenues                     $7,583,406       $8,096,030       $8,009,552   $3,735,427      $4,122,695 
Cost of sales                     1,248,466        1,320,503        1,325,781      588,299         677,492 
                                 ----------       ----------       ----------   ----------      ---------- 

           Gross margin           6,334,940        6,775,527        6,683,771    3,147,128       3,445,203 

Operating expenses:                                                                                        
   Sales and marketing            3,065,710        3,544,821        3,833,425    1,683,059       2,145,344 
   Research and development       1,443,442        1,528,732        1,934,243      929,984         850,126 
   General and administrative     1,284,582        1,342,138        1,427,475      702,436         751,619 
                                 ----------       ----------       ----------   ----------      ---------- 

           Operating expenses     5,793,734        6,415,691        7,195,143    3,315,479       3,747,089 
                                 ----------       ----------       ----------   ----------      ---------- 

           Income (loss) from                                                                              
               operations           541,206          359,836         (511,372)    (168,351)       (301,886)

Interest income (expense), net      (23,686)             636            4,907        5,156           2,072 
                                 ----------       ----------       ----------   ----------      ---------- 

           Income (loss) before                                                                            
               income taxes                                                                                
                                    517,520          360,472         (506,465)    (163,195)       (299,814)

Income taxes                          7,800              800              800          800             800 
                                 ----------       ----------       ----------   ----------      ---------- 

           Net income (loss)     $  509,720       $  359,672       $ (507,265)  $ (163,995)     $ (300,614)
                                 ==========       ==========       ==========   ==========      ========== 

See accompanying notes to consolidated financial statements.                    

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JANDEL CORPORATION AND SUBSIDIARY 

Consolidated Statements of Shareholders' Equity 

                                                        [Enlarge/Download Table]


                                                   Common stock                              Total    
                                            -------------------------     Accumulated    shareholders'
                                            Shares             Amount       deficit         equity    
                                            ------             ------       -------         ------    
                                                                                                      
Balances, December 31, 1992 (unaudited)     320,844         $ 2,966,997    $(2,604,574)  $  362,423   

Exercise of stock options (unaudited)        19,650              54,634           -          54,634   
Repurchase of common stock (unaudited)         (184)             (2,760)          -          (2,760)  
Net income (unaudited)                         -                   -           509,720      509,720   
                                         ----------         -----------    -----------   ----------   

Balances, December 31, 1993                 340,310           3,018,871     (2,094,854)     924,017   

Exercise of stock options                     4,353              24,419           -          24,419   
Net income                                     -                   -           359,672      359,672   
                                         ----------         -----------    -----------   ----------   

Balances, December 31, 1994                 344,663           3,043,290     (1,735,182)   1,308,108   

Issuance of common stock                        500               6,125                       6,125   
Exercise of stock options                     1,000               2,500           -           2,500   
Repurchase of common stock                   (1,165)            (13,701)          -         (13,701)  
Net loss                                       -                  -           (507,265)    (507,265)  
                                         ----------         -----------    -----------   ----------   

Balances, December 31, 1995                 344,998           3,038,214     (2,242,447)     795,767   

Issuance of common stock (unaudited)          2,000              24,500           -          24,500   
Exercise of stock options                                                                             
    (unaudited)                               1,636               4,090           -           4,090   
Net loss (unaudited)                           -                   -          (300,614)    (300,614)  
                                         ----------         -----------    -----------   ----------   

Balances, June 30, 1996                                                                               
    (unaudited)                             348,634         $ 3,066,804    $(2,543,061)  $  523,743   
                                         ==========         ===========    ===========   ==========   

See accompanying notes to consolidated financial statements.                    

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JANDEL CORPORATION AND SUBSIDIARY 

Consolidated Statements of Cash Flows 

                                                        [Enlarge/Download Table]

                                                                        Years ended                    Six months ended      
                                                                        December 31,                        June 30,         
                                                            -------------------------------------      -------------------   
                                                              1993          1994           1995        1995           1996   
                                                              ----          ----           ----        ----           ----   
                                                           (Unaudited)                                    (Unaudited)        
                                                                                                                             
Cash flows from operating activities:                                                                                        
   Net income (loss)                                        $ 509,720      $359,672     $(507,265)  $(163,995)     $(300,614)
   Adjustments to reconcile net income (loss) to net                                                                         
      cash provided by (used in) operating activities:                                                                       
          Depreciation and amortization                       149,544       166,444       234,054     109,136        111,894 
             Compensation expense for issuance of                                                                            
               common stock                                     --            --            6,125       --            24,500 
             Changes in operating assets and liabilities:                                                                    
                Accounts receivable                          (173,104)     (125,768)     (162,021)    180,056        439,057 
                Inventories                                    45,141        23,300       101,939      23,947        (12,655)
                Prepaid expenses and other assets               6,408       (51,925)      (27,663)    (40,693)       (35,146)
                Accounts payable                              100,217       (52,206)      307,221      98,461       (195,452)
                Accrued liabilities                            82,455       242,193      (168,143)   (204,814)        50,945 
                Other liabilities                               7,442       (82,799)      (27,172)    (22,023)        (5,515)
                Deferred revenue                               45,720       (28,232)       67,316      23,863        110,164 
                                                            ---------      --------       -------     -------        ------- 

                   Net cash provided by (used in)                                                                            
                       operating activities                   773,543       450,679      (175,609)      3,938        187,178 
                                                            ---------      --------       -------     -------        ------- 

Cash flows from investing activities:                                                                                        
   Additions to property and equipment                       (103,512)     (254,738)     (190,020)    (89,692)      (125,306)
   (Increase) decrease in other assets                         (9,386)      (31,522)       14,204       9,109          3,930 
                                                            ---------      --------       -------     -------        ------- 

                   Net cash used in investing                                                                                
                       activities                            (112,898)     (286,260)     (175,816)    (80,583)      (121,376)
                                                            ---------      --------       -------     -------        ------- 

Cash flows from financing activities:                                                                                        
   Borrowings under notes payable and long-term                                                                              
       debt                                                    50,000          --          75,000        --             --   
   Payments on notes payable and long-term debt              (333,718)      (39,189)      (90,991)    (90,991)       (75,000)
   Principal repayments under capital lease obligations                                                                      
                                                              (22,898)       (3,660)         --          --             --   
   Repayment of notes payable to related parties             (100,064)      (38,040)         --          --             --   
   Proceeds from issuance of common stock upon                                                                               
        exercise of options                                    54,634        24,419         2,500                      4,090 
   Repurchase of common stock                                  (2,760)         --         (13,701)    (13,419)          --   
                                                            ---------      --------       -------     -------        ------- 

                   Net cash used in financing                                                                                
                        activities                           (354,806)      (56,470)      (27,192)   (104,410)       (70,910)
                                                            ---------      --------       -------     -------        ------- 

Net increase (decrease) in cash and cash equivalents          305,839       107,949      (378,617)   (181,055)        (5,108)

Cash and cash equivalents, beginning of year                  216,268       522,107       630,056     630,056        251,439 
                                                            ---------      --------       -------     -------        ------- 

Cash and cash equivalents, end of year                      $ 522,107      $ 630,056      $251,439    $449,001       $246,331
                                                            =========      =========      ========    ========       ========

Supplemental disclosure of cash flow information:                                                                            
   Cash paid during the year:                                                                                                
      Interest                                              $  50,471      $ 12,515       $ 4,748     $ 2,989        $ 1,063 
                                                            =========      ========       =======     =======        ======= 
      Income taxes                                          $   7,800      $    800       $   800     $   800        $   800 
                                                            =========      ========       =======     =======        ======= 

See accompanying notes to consolidated financial statements.                    

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JANDEL CORPORATION AND SUBSIDIARY 

Notes to Consolidated Financial Statements

December 31, 1994 and 1995

(Information for the year ended December 31, 1993 and as of 
and for the six months ended June 30, 1995 and 1996 is unaudited.)

(1)      BUSINESS OF THE COMPANY                                                

    Jandel Corporation (the Company) develops, markets, and supports a
    line of graphical and statistical software products used mainly in
scientific applications.  Academic and scientific institutions
   constitute a substantial portion of the Company's customers.  The
     primary markets for the Company's products are in the United States
and Europe.                                                   

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Basis of Presentation                                         

The accompanying consolidated financial statements include the
 accounts of the Company and its wholly owned subsidiary, Jandel
       Scientific GmbH.  All material intercompany transactions and accounts
have been eliminated in consolidation.                        

    The functional currency of the Company's foreign subsidiary is the
   U.S. dollar.  Adjustments arising from the translation of foreign
        currency transactions at historical exchange rates are not significant
and have been charged to operations.                          

Unaudited Financial Information                               

    The financial information for the year ended December 31, 1993, is
   unaudited but includes all adjustments, consisting only of normal
    recurring adjustments, which the Company considers necessary for a
        fair presentation of the operating results and cash flows for the year
ended December 31, 1993.                                      

Interim Financial Information                                 

     The interim financial information for the six months ended June 30,
      1995 and 1996, is unaudited but includes all adjustments, consisting
   only of normal recurring adjustments, which the Company considers
     necessary for a fair presentation of the operating results and cash
        flows for those periods and the financial position as of June 30, 1995
    and 1996.  Results for the six months ended June 30, 1996, are not
necessarily indicative of results for the entire year.        

Cash and Cash Equivalents                                     

        Cash equivalents are highly liquid financial instruments with original
maturities of three months or less when purchased.            

                                                                     (Continued)

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JANDEL CORPORATION AND SUBSIDIARY 

Notes to Consolidated Financial Statements

(Information for the year ended December 31, 1993 and as of 
and for the six months ended June 30, 1995 and 1996 is unaudited.)

Revenue Recognition                                           

       The Company recognizes software license revenues, net of an allowance
      for estimated returns and cancellations, at the time the software is
     delivered.  Software licenses include commitments for insignificant
        obligations, such as technical and other support, for which an accrual
is provided.                                                  

 Deferred revenue from post contract support (PCS) agreements is
 recognized ratably over the term of the related PCS agreements.

Software Development Costs                                    

Costs incurred in the development of new software products and
     enhancements to existing software products are expensed as incurred
     until technological feasibility has been established.  To date, the
       Company's software development has been completed concurrent with the
        establishment of technological feasibility, and, accordingly, no costs
have been capitalized.                                        

Advertising                                                   

      Advertising costs are expensed as incurred.  Advertising expense for
       the years ended December 31, 1993, 1994, and 1995, were approximately
      $985,677, $1,082,000, and $1,158,000, respectively, and $410,876 and
$635,792 for the six months ended June 30, 1995 and 1996,     
respectively.                                                 

Concentration of Credit Risk                                  

     The Company operates in one industry segment and sells its products
        mainly to academic and scientific institutions worldwide.  The Company
   performs ongoing credit evaluations of its customers and does not
   require collateral.  The Company maintains reserves for potential
credit losses and such losses have been within management's   
   expectations.  The majority of cash and cash equivalent balances,
       which exceed federally insured limits, are held by a single financial
institution.                                                  

Inventories                                                   

   Inventories, consisting primarily of finished goods and packaging
 materials, are stated at the lower of cost (first-in, first-out
method) or net realizable value.                              

Property and Equipment                                        

      Property and equipment are stated at cost.  Depreciation is provided
 on a straight-line basis over the estimated useful lives of the
respective assets ranging from 3 to 5 years for machinery and 
equipment and 10 years for furniture and fixtures.  Leasehold 
        improvements are amortized on a straight-line basis over the lesser of
their estimated useful lives or the related lease terms.      

                                                                     (Continued)

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JANDEL CORPORATION AND SUBSIDIARY 

Notes to Consolidated Financial Statements

(Information for the year ended December 31, 1993 and as of   
and for the six months ended June 30, 1995 and 1996 is unaudited.)  

Goodwill                                                                        

Goodwill, representing the excess of the purchase price over the fair           
value of the net assets of the acquired entity, is being amortized on           
a straight-line basis over 15 years.  The Company periodically reviews          
the carrying amount of this intangible asset and adjusts the carrying           
amount when future undiscounted cash flows are not expected to recover          
the carrying amount of the goodwill.  Total amortization of goodwill            
recorded was $10,040 in each of the years ended December 31, 1993,              
1994, and 1995, and $5,020 in each of the six months ended June 30,             
1995 and 1996.                                                                  

Income Taxes                                                                    

The Company accounts for income taxes in accordance with Statement of           
Financial Accounting Standards (SFAS) No. 109, Accounting for Income            
Taxes, which requires recognition of deferred tax liabilities and               
assets for the expected future tax consequences of events that have             
been included in the financial statements or tax returns.  Under this           
method, deferred tax liabilities and assets are determined based on             
the difference between the financial statement and tax bases of assets          
and liabilities using enacted tax rates in effect for the year in               
which the differences are expected to reverse.  Valuation allowances            
are established when necessary to reduce deferred tax assets to the             
amounts expected to be realized.                                                

Fair Value of Financial Instruments                                             

For financial instruments included in the Company's consolidated                
financial statements, which consisted of cash and cash equivalents,             
trade accounts receivable, accounts payable, accrued liabilities, and           
notes payable, the carrying amounts are a reasonable estimate of fair           
value.                                                                          

Stock-Based Compensation                                                        

The Company has not elected early adoption of SFAS No. 123, Accounting          
for Stock-Based Compensation.  SFAS No. 123 becomes effective                   
beginning in 1996, and will not have a material effect on the                   
Company's consolidated financial position or results of operations.             
Upon adoption of SFAS No. 123, the Company will continue to measure             
compensation expense for its stock-based employee compensation plan             
using the intrinsic value method prescribed by APB Opinion No. 25,              
Accounting for Stock Issued to Employees, and will provide pro forma            
disclosures of net income as if the fair value-based method prescribed          
by SFAS No. 123 had been applied in measuring compensation expense.             

Uses of Estimates                                                               

The preparation of financial statements in conformity with generally            
accepted accounting principles requires management to make estimates            
and assumptions that affect the reported amounts of assets and                  
liabilities and disclosure of contingent assets and liabilities at the          
date of the financial statements and the reported amounts of revenues           
and expenses during the reporting periods.  Actual results could                
differ from those estimates.                                                    

                                                                     (Continued)
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JANDEL CORPORATION AND SUBSIDIARY 

Notes to Consolidated Financial Statements

(Information for the year ended December 31, 1993 and as of   
and for the six months ended June 30, 1995 and 1996 is unaudited.)  

(3)      PROPERTY AND EQUIPMENT                                                 

Property and equipment consisted of the following:            

                                                                [Download Table]

                                               December 31,            June 30,
                                         1994              1995          1996  
                                         ----              ----          ----  
                                                                               
Machinery and equipment            $     992,289       $ 1,159,260  $ 1,278,304
Furniture and fixtures                   260,830           283,879      284,535
                                     -----------       -----------  -----------

                                       1,253,119         1,443,139    1,562,839
Less accumulated depreciation and                                              
    amortization                         827,834         1,051,848    1,153,116
                                     -----------       -----------  -----------

                                   $     425,285       $   391,291  $   409,723
                                     ===========       ===========  ===========

(4)      ACCRUED LIABILITIES                                                    

Accrued liabilities consisted of the following:               

                                                                [Download Table]

                                        December 31,          June 30,
                                  1994              1995        1996  
                                  ----              ----        ----  
                                                                      
Compensated absence accruals  $   148,893         $ 118,042  $ 124,172
Technical support                  80,000            80,000     80,000
ESOP contribution (Note 7)         65,000              -          -   
Other                             342,285           269,993    314,808
                                ---------         ---------  ---------

                              $   636,178         $ 468,035  $ 518,980
                                =========         =========  =========

(5)      NOTES PAYABLE AND LONG-TERM DEBT                                       

     As of December 31, 1994, long-term debt consisted of two term loans
      aggregating $90,991 from a bank bearing interest at prime plus 1.75%
   (10.5% as of December 31, 1994) and 9.5% per annum.  On March 31,
1995, the Company fully repaid this long-term debt.           

   The Company has available a bank line of credit that provides for
      borrowings up to $300,000, bearing interest at the bank's prime rate
        plus 1.25% per annum (9.75% as of December 31, 1995), expiring January
        15, 1997.  The credit line is collateralized by the Company's accounts
receivable, inventory, and other assets and also requires the 
       maintenance of certain specified ratios and a minimum net worth, with
       which the Company was in compliance as of December 31, 1995.  Amounts
   outstanding under this line of credit were $75,000 and $-0- as of
December 31, 1995, and June 30, 1996, respectively.           

                                                                     (Continued)

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JANDEL CORPORATION AND SUBSIDIARY   

Notes to Consolidated Financial Statements  

(Information for the year ended December 31, 1993 and as of   
and for the six months ended June 30, 1995 and 1996 is unaudited.)  

(6)      INCOME TAXES                                                           

        The provision for income taxes for the year ended December 31, 1993 is
       comprised of federal alternative minimum income taxes and the minimum
California state income taxes.                                

       The provision for income taxes for 1994, and 1995, and the six months
      ended June 30, 1995 and 1996, is comprised of the minimum California
state income taxes.                                           

    The components of the deferred tax assets as of December 31, 1993,
1994, and 1995, are as follows:                                                 

                                                        [Enlarge/Download Table]

                                                    1993          1994         1995   
                                                    ----          ----         ----   
                                                                                      
Research and development credits               $    476,067   $   563,613  $  610,396 
Accruals and reserves                               256,317      201,402      203,248 
Net operating loss carryforwards                    132,651       29,375      164,849 
State tax and other                                     272       19,317        6,632 
                                                 ----------   ----------   ---------- 

    Total                                           865,307      813,707      985,125 

Valuation allowance                                (829,123)    (778,806)    (968,484)
Deferred liability for property and equipment       (36,184)     (34,901)     (16,641)
                                                 ----------   ----------    --------- 

    Net deferred tax assets                    $       --     $     --     $     --   
                                                 ==========   ==========   ========== 

       Total income tax expense differs from the amount computed by applying
      the statutory federal income tax rate of 34% in 1993, 1994, and 1995
as follows:                                                   

                                                                [Download Table]

                                        1993           1994          1995  
                                        ----           ----          ----  
                                                                           
Computed expected tax expense     $     175,957   $   122,560   $ (172,198)
Net operating loss carryforwards       (175,957)     (115,403)       --    
Tax credit carryforwards                   --          (7,157)       --    
Alternative minimum tax                   7,000          --                
Losses not utilized                        --            --        172,198 
Current state taxes                         800           800          800 
                                     ----------   -----------   ---------- 

                                   $      7,800   $       800   $      800 
                                     ==========   ===========   ========== 

As of December 31, 1995, the Company had net operating loss                     
carryforwards of approximately $398,000 and $200,000 for federal and            
state purposes, respectively, expiring in years 2000 through 2010.  As          
of December 31, 1995, the Company also had net operating loss                   
carryforwards for Jandel Scientific GmbH totaling approximately                 
$45,000.                                                                        

The Company has available as of December 31, 1995, federal and state            
research and experimentation tax credit carryforwards of approximately          
$480,000 and $198,000, respectively, which expire in the years 2004             
through 2010.                                                                   

If the Company were to have an ownership change, as defined by the              
Internal Revenue Code, its ability to utilize net operating loss and            
credit carryforwards would be affected.                                         

                                                                     (Continued)

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JANDEL CORPORATION AND SUBSIDIARY   

Notes to Consolidated Financial Statements  

(Information for the year ended December 31, 1993 and as of   
and for the six months ended June 30, 1995 and 1996 is unaudited.)  

(7)      STOCK OPTION AND OWNERSHIP PLANS                                       

Option Plans                                                  

        The Company has reserved 82,026 shares of common stock for issuance to
     employees and consultants under its Incentive Stock Option Plan and
     the 1989 Employee Nonqualified Stock Option Plan.  Shares available
    for grant under these plans are 8,280, 5,114, 10,714, and 79 as of
    December 31, 1993, 1994, and 1995 and June 30, 1996, respectively.
     The Company also grants nonqualified stock options under individual
   agreements with certain employees.  No shares of common stock are
reserved for issuance of these option agreements.             

    The Company's Board of Directors has the authority to determine to
      whom the options will be granted, the number of shares, the term and
        the exercise price (which cannot be less than fair market value at the
      date of grant in the use of incentive stock options, and 85% of fair
 market value at date of grant in the case of nonqualified stock
       options).  Fair market value is determined annually by an independent
  appraisal.  The options are generally exercisable, cumulatively,
      33-1/3%, 66-2/3%, and 100% one year, two years, and three years from
      date of grant, respectively, and generally expire 10 years from date
of grant.                                                     

   Stock option activity under the plans and individual stock option
agreements during 1995 and 1994 was as follows:               

                                                                [Download Table]

                                                    Options outstanding    
                                                 ------------------------  
                                                                 Price     
                                                 Shares        per share   
                                                 ------        ---------   
                                                                           
Balances as of January 1, 1993                    66,736     $ 2.50 - 13.00

Options granted                                   18,353          11.75    
Options exercised                                (19,650)      2.50 - 6.25 
                                                 -------                   

Balances as of December 31, 1993                  65,439     $ 2.50 - 13.00

Options granted                                    4,300          11.75    
Options exercised                                 (4,353)      2.50 - 9.00 
Options expired/canceled                          (7,334)          9.00    
                                                  ------                   

Balances as of December 31, 1994                  58,052     $ 2.50 - 13.00

Options exercised                                 (1,000)          2.50    
Options expired/canceled                          (5,600)      9.00 - 13.00
                                                  ------                   

Balances as of December 31, 1995                  51,452     $ 2.50 - 13.00

Options granted                                   10,800          12.25    
Options exercised                                 (1,636)          2.50    
Options expired/canceled                            (165)         11.75    
                                                  ------                   

Balances as of June 30, 1996                      60,451     $ 2.50 - 13.00
                                                  ======                   

 Exercisable as of June 30, 1996                  47,478     $ 2.50 - 13.00
                                                  ======                   

                                                                     (Continued)

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JANDEL CORPORATION AND SUBSIDIARY 

Notes to Consolidated Financial Statements

(Information for the year ended December 31, 1993 and as of 
and for the six months ended June 30, 1995 and 1996 is unaudited.)

Employee Stock Ownership Plan                                 

        Effective January 1, 1993, the Company adopted a nonleveraged Employee
     Stock Ownership Plan (ESOP) covering employees who have met certain
     eligibility requirements.  Contributions to the ESOP are determined
      annually by the Company's Board of Directors, based on the Company's
    financial performance and condition.  Contribution expense for the
      years ended December 31, 1993, 1994, and 1995, was $43,240, $65,000,
     and $2,000, respectively, and $-0- for each of the six months ended
 June 30, 1995 and 1996.  The contributions are allocated to the
        participants based on compensation.  Participants do not vest in their
      benefits for three years and are 100% vested thereafter.  There were
     no shares of the Company's common stock purchased by the ESOP as of
   December 31, 1993 and 1994.  On July 31, 1995, the ESOP purchased
       8,000 shares of common stock from existing shareholders at $12.25 per
share.  Fair value of the Company's common stock is determined
annually by an independent appraisal.                         

(8)      EMPLOYEE BENEFIT PLAN                                                  

      Effective January 1, 1991, the Company adopted the Jandel Scientific
    401(k) Plan (the Plan), which is intended to qualify under Section
       401(k) of the Internal Revenue Code of 1986, as amended.  An employee
is eligible to participate after three months of employment,  
   completing at least 1,000 hours of service within a plan year and
      attaining the age of 21.  Eligible employees may elect to contribute
to the Plan through payroll deductions, up to 20% of their    
       compensation, subject to certain limitations.  Matching contributions
      by the Company are voluntary; none were made in 1993, 1994, and 1995
      and in the six months ended June 30, 1996.  Company contributions do
not vest for five years and are 100% vested thereafter.       

(9)      COMMITMENTS                                                            

        The Company leases office space in the United States and Germany under
operating leases expiring in November 1999 and August 2000,   
        respectively.  Under the terms of the main facility lease, the Company
        is responsible for its share of property taxes and operating expenses.
   Both leases have the option to extend the lease for an additional
        five-year term.  The difference between straight-line rent expense and
      scheduled rent payment increases is included in other liabilities as
of December 31, 1995.                                         

       Future minimum lease payments under these leases as of June 30, 1996,
       were $128,330 due in the six months ended December 31, 1996, with the
remaining obligations for years ended December 31, as follows:

                                                                [Download Table]
                                              
1997  $                               $254,908
1998                                   254,908
Thereafter                             284,249
                                      --------
                                      $794,065
                                      ========

                                                                   (Continued)

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JANDEL CORPORATION AND SUBSIDIARY 

Notes to Consolidated Financial Statements

(Information for the year ended December 31, 1993 and as of 
and for the six months ended June 30, 1995 and 1996 is unaudited.)

     Rent expense was approximately $280,500, $283,850, and $296,367 for
      the years ended December 31, 1993, 1994, and 1995, respectively, and
        $145,094 and $161,673 for the six months ended June 30, 1995 and 1996,
respectively.                                                 

(10)     SEGMENT INFORMATION                                                    

       The Company operates in one industry segment:  developing, marketing,
  and supporting graphical and statistical software products.  The
    distribution of revenues and operating income (loss) by geographic
        area for the years ended December 31, 1993, 1994, and 1995, and assets
        by geographic area for the years ended December 31, 1994 and 1995, was
as follows:                                                   

                                                                [Download Table]

                                             1993          1994          1995    
                                                                                 
Revenues:                                                                        
    United States                      $   6,151,231   $ 6,529,100   $ 6,333,659 
    Europe                                 1,819,479     2,141,106     2,368,723 
    Eliminations                            (387,304)     (574,176)     (692,830)
                                         -----------   -----------   ----------- 

        Total revenues                 $   7,583,406   $ 8,096,030   $ 8,009,552 
                                         ===========   ===========   =========== 

Operating income (loss):                                                         
    United States                      $     451,610   $   396,386   $  (534,089)
    Europe                                    58,110       (36,550)       22,717 
                                         -----------   -----------   ----------- 

        Total operating income (loss)  $     509,720   $   359,836   $  (511,372)
                                         ===========   ===========   =========== 

Identifiable assets:                                                             
    United States                                      $ 1,861,636   $ 1,434,254 
    Europe                                                 661,860       740,132 
                                                       -----------   ----------- 

        Total assets                                   $ 2,523,496   $ 2,174,386 
                                                       ===========   =========== 

        U.S. revenue includes export sales of $805,466, $813,344, and $795,228
     in the years ended December 31, 1993, 1994, and 1995, respectively.
Export sales have been made primarily to customers in Canada, 
     Australia, and Japan.  Intercompany sales are at prices intended to
provide a profit after marketing, support, and general and    
administrative costs.                                         

(11)     SUBSEQUENT EVENT                                                       

      In July 1996, the Company entered into a Letter of Intent for a plan
      of merger with a publicly held software company (acquiring company).
        Under terms of the Letter of Intent, the Company will exchange all its
  outstanding shares of common stock and options for $9,000,000 in
      common stock of the acquiring company.  The Company anticipates that
 the merger will be accounted for using the pooling of interests
       method.  Consummation of the merger is subject to several conditions,
including negotiation and execution of a definitive agreement.

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CLEAR SOFTWARE INC.   

FINANCIAL STATEMENTS  

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Independent Auditors' Report

The Board of Directors                                                          
Clear Software, Inc.:                                                           

We have audited the accompanying balance sheet of Clear Software, Inc., as of   
December 31, 1995, and the related statements of income and retained earnings   
and cash flows for the year then ended.  These financial statements are the     
responsibility of the Company's management.  Our responsibility is to express   
an opinion on these financial statements based on our audit.                    

We conducted our audit in accordance with generally accepted auditing           
standards.  Those standards require that we plan and perform the audit to       
obtain reasonable assurance about whether the financial statements are free of  
material misstatement.  An audit includes examining, on a test basis, evidence  
supporting the amounts and disclosures in the financial statements.  An audit   
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation.  We believe that our audit provides a reasonable basis  
for our opinion.                                                                

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of Clear Software, Inc. at        
December 31, 1995, and the results of its operations and its cash flows for the 
year then ended in conformity with generally accepted accounting principles.    

                                     KPMG PEAT MARWICK LLP

Boston, Massachusetts                                                           
August 9, 1996                                                                  

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CLEAR SOFTWARE, INC.

Balance Sheet 

December 31, 1995 

Assets (note 5)                                                       
---------------                                                       

                                                                [Download Table]
                                                                             
Current assets:                                                              
   Cash                                                              $145,566
   Trade accounts receivable, net of allowance for                           
     doubtful accounts of $15,000 (note 9)                            291,256
   Inventory                                                           24,340
                                                                     --------

          Total current assets                                        461,162

Property and equipment, net (notes 2 and 3)                             5,083
                                                                     --------

          Total assets                                               $466,245
                                                                     ========

     Liabilities and Stockholders' Equity                                    
     ------------------------------------                                    

Current liabilities:                                                         
   Accounts payable                                                  $271,083
   Accrued expenses                                                     1,967
                                                                     --------

          Total current liabilities                                   273,050
                                                                     --------

Commitments (note 4)                                                         

Stockholders' equity:                                                        
   Common stock, $.001 par value, authorized 300,000 shares, issued          
     and outstanding 106,500 shares                                       107
   Additional paid-in capital                                          16,193
   Retained earnings                                                  176,895
                                                                     --------

          Total stockholders' equity                                  193,195
                                                                     --------

          Total liabilities and stockholders' equity                 $466,245
                                                                     ========

See accompanying notes to financial statements.                                 

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CLEAR SOFTWARE, INC.

Statement of Income and Retained Earnings 

Year ended December 31, 1995

                                                                [Download Table]
                                                    
Net revenues (note 9)                    $2,755,265 
                                         ---------- 

Operating expenses:                                 
   Direct cost of revenues                  206,136 
   Sales and marketing                    1,772,201 
   Research and development                 315,515 
   General and administrative               402,583 
                                         ---------- 

        Total operating expenses          2,696,435 
                                         ---------- 

        Operating income                     58,830 
                                         ---------- 

Other income (expense):                             
   Interest income                            1,066 
   Interest expense (note 5)                 (1,963)
   Payments to a related party (note 6)     (45,000)
                                         ---------- 
        Total other expense                 (45,897)
                                         ---------- 

        Net income                           12,933 

Retained earnings, beginning of year        175,802 

Less dividends                              (11,840)
                                         ---------- 

Retained earnings, end of year             $176,895 
                                         ========== 

See accompanying notes to financial statements.                                 

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CLEAR SOFTWARE, INC.

Statement of Cash Flows 

Year ended December 31, 1995

                                                                [Download Table]
                                                                         
Cash flows from operating activities:                                    
   Net income                                                    $12,933 
   Adjustments to reconcile net income to net cash provided by           
     operating activities:                                               
        Depreciation                                              21,455 
        Stock option compensation expense                         15,300 
        Changes in operating asset/liability accounts:                   
          Accounts receivable                                     (5,344)
          Inventory                                              (21,362)
          Accounts payable                                        99,208 
          Accrued expenses                                        (5,724)
                                                                -------- 

               Net cash provided by operating activities         116,466 
                                                                -------- 

Cash flows from investing activities:                                    
   Purchase of property and equipment                            (17,511)
                                                                -------- 

               Net cash used in investing activities             (17,511)
                                                                -------- 

Cash flows from financing activities:                                    
   Repayment of notes payable                                     (7,200)
   Dividends                                                     (11,840)
                                                                -------- 

               Net cash used in financing activities             (19,040)
                                                                -------- 

Net increase in cash                                              79,915 

Cash at beginning of year                                         65,651 
                                                                -------- 

Cash at end of year                                             $145,566 
                                                                ======== 

Supplemental disclosure of cash flow information:                        
   Cash paid for interest                                           $181 
                                                                ======== 

See accompanying notes to financial statements.                                 

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CLEAR SOFTWARE, INC.

Notes to Financial Statements 

December 31, 1995 

(1)  NATURE OF BUSINESS                                                         

Clear Software, Inc. ("Clear" or the "Company") develops, markets, and
sells diagramming and flowcharting applications designed for    
  non-technical professionals.  The Company, established in 1987, is
  located in Newton, Massachusetts.  The primary product, all Clear,
automatically draws charts or decision trees from text to help  
businesses document their critical procedures.                  

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                 

(a)  Revenue Recognition                                              
The Company recognizes revenues from software sales upon shipment of  
the software.                                               

(b)  Property and Equipment                                           
   Property and equipment are stated at cost.  Depreciation is calculated on
          the straight-line method over the estimated useful lives of the assets
(three to seven years).                                     

(c)  Research and Development Costs                                   
Research and development costs are charged to expense as incurred.    

(d)  Income Taxes                                                     
The Company is an S Corporation for income tax purposes; therefore,   
 federal and state income taxes are borne by the stockholders.
    Distributions to shareholders are made to cover their additional
personal tax liabilities due to corporate income.           

(e)  Use of Estimates                                                 
  Management of the Company has made a number of estimates and assumptions
          relating to the reporting of assets and liabilities and the disclosure
   of contingent assets and liabilities to prepare these financial
statements in conformity with generally accepted accounting 
  principles.  Actual results could differ from those estimates.

(3)  PROPERTY AND EQUIPMENT                                                     

    Property and equipment and the related accumulated depreciation consist of
the following                                               

                                                                [Download Table]
                                            
Computer equipment                  $101,535
Office furniture and equipment         7,293
                                    --------
                                     108,828
Less accumulated depreciation        103,745
                                    --------

                                    $  5,083
                                    ========


                                                         (Continued)

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CLEAR SOFTWARE, INC.

Notes to Financial Statements 

(4)  LEASES                                                                     

The Company leases office facilities and certain equipment under      
    noncancelable operating leases expiring in 1998.  The future minimum
lease payments under these leases are as follows:               

                                                                [Download Table]

Year                                               
----                                               
                                                   

1996                                      $ 102,774
1997                                        100,023
1998                                          3,180
                                          ---------
Total future minimum lease payments       $ 205,977
                                          =========

Rent expense amounted to $80,477 for the year ended December 31, 1995.          

(5)  NOTE PAYABLE TO BANK                                                       

Note payable to bank consists of borrowings under a $100,000          
   line-of-credit agreement.  Interest is payable monthly at an annual
  rate equal to 2% above the Bank's lending rate (9% at December 31,
       1995).  The line-of-credit is secured by the assets of the Company  and
   is guaranteed by certain shareholders.  At December 31, 1995, there
were no outstanding borrowings under this agreement.            

(6)  RELATED PARTY TRANSACTIONS                                                 

The Company is related by common ownership to BZIX Development, Inc.  
("BZIX") which developed the programming code for the Company's 
     original products.  These products are no longer sold by the Company.
      During 1995, the Company entered into a settlement agreement with BZIX
 granting the Company the license to BZIX's programming code.  The
     settlement agreement requires a payment of $22,500 at execution and a
     maximum monthly payment of $7,500 to BZIX for two years.  The license
    is considered fully paid upon the sale of the Company.  During 1995,
the Company incurred expenses of $45,000 in accordance with the 
agreement.                                                      

(7)  STOCK OPTIONS                                                              

During 1995, the Company granted 10,500 non-qualified stock options to
three key employees at an exercise price of $.20.  The options  
       may be exercised at various dates as specified at the time of the grant
      and vest over a five month period.  All options vest 100% in the event
of a change in control of ownership.  If the employee's term of 
       employment ends, any outstanding options are canceled.  At December 31,
1995, 8,500 shares were exercisable.                            

                                                                 (Continued)

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CLEAR SOFTWARE, INC.

Notes to Financial Statements 

(8)  BENEFIT PLAN                                                               

In January 1996, the Company established a 401(K) plan (the "Plan")   
        covering all eligible employees who qualify based on age and length of
        service requirements.  The Plan allows employees to defer a percentage
     of their annual salary.  The Company may also match a percentage of
employee contributions.                                       

(9)  SIGNIFICANT CUSTOMER                                                       

One customer accounted for 22% of net sales in 1995.  Included in     
       accounts receivable as of December 31, 1995 are amounts due from this
customer of approximately $135,000.                           

(10) SALE OF COMPANY                                                            

The Company is in the process of finalizing an agreement to sell all  
       of its outstanding common stock to SPSS, Inc.  A definitive agreement
is expected to be signed in September 1996.                   

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CLEAR SOFTWARE INC.                                                             

Balance Sheet                                                                   

June 30, 1996                                                                   

(Unaudited)                                                                     

                                                        [Enlarge/Download Table]
                                                                                      
--------------------------------------------------------------------------------------
            ASSETS                                                                    
--------------------------------------------------------------------------------------
Current assets:                                                                       
 Cash                                                                      $   133,696
 Accounts receivable, net of allowances of $15,000                             410,832
 Inventory                                                                      21,270
 Other assets                                                                   22,710
--------------------------------------------------------------------------------------
Total current assets                                                           588,508

Property and equipment, net                                                     11,033
--------------------------------------------------------------------------------------
                                                                           $   599,541
======================================================================================

  LIABILITIES AND STOCKHOLDERS' EQUITY                                                
--------------------------------------------------------------------------------------
Current liabilities:                                                                  
 Accounts payable                                                              187,108
 Accrued expenses                                                                1,511
--------------------------------------------------------------------------------------
Total current liabilities                                                      188,619
--------------------------------------------------------------------------------------
Commitments                                                                        -- 

Stockholders' equity:                                                                 
 Common stock, $.001 par value, authorized 300,000 shares, issued                     
  and outstanding 106,500 shares                                                   107
 Additional paid-in capital                                                     16,193
 Retained earnings                                                             394,622
--------------------------------------------------------------------------------------
Total stockholders' equity                                                     410,922
--------------------------------------------------------------------------------------
                                                                           $   599,541
======================================================================================

See accompanying notes to the unaudited financial statements.                   

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CLEAR SOFTWARE INC.                                                             

Statements of Income                                                            

Six months ended June 30, 1995 and 1996                                         

(Unaudited)                                                                     

                                                                [Download Table]

-------------------------------------------------------------------------- 
                                                    1995           1996    
-------------------------------------------------------------------------- 

                                                                           
Net revenues                                      1,442,280      1,659,858 

Cost of revenues                                     87,561         93,143 
-------------------------------------------------------------------------- 

Gross profit                                      1,354,719      1,566,715 
-------------------------------------------------------------------------- 

Operating expenses:                                                        
 Sales and marketing                                836,307        972,757 
 Product development                                139,794        176,650 
 General and administrative                         149,988        161,582 
-------------------------------------------------------------------------- 

Operating expenses                                1,126,089      1,310,989 
-------------------------------------------------------------------------- 

Operating income                                    228,630        255,726 
-------------------------------------------------------------------------- 

Other income (expense):                                                    
 Interest income                                        802            149 
 Interest expense                                      (988)          (648)
 Other                                                  --         (37,500)
-------------------------------------------------------------------------- 

Other income (expense)                                 (187)       (37,999)
-------------------------------------------------------------------------- 

Income before income taxes                          228,444        217,727 

Income tax expense                                      --             --  
-------------------------------------------------------------------------- 

Net income                                      $   228,444        217,727 
========================================================================== 

See accompanying notes to the unaudited financial statements.                   

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CLEAR SOFTWARE INC.                                                             

Statements of Cash Flows                                                        

Six months ended June 30, 1995 and 1996                                         

(Unaudited)                                                                     

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------
                                                             1995               1996     
-----------------------------------------------------------------------------------------
                                                                                         
Cash flows from operating activities:                                                    
 Net income                                             $     228,444           217,727  
 Adjustments to reconcile net income to net cash                                         
  provided by operating activities:                                                      
   Depreciation                                                   --                --   
   Changes in operating asset/liability accounts:                                        
     Accounts receivable                                      (48,769)         (119,576) 
     Inventories                                              (18,504)            3,070  
     Accounts payable                                         (58,774)          (83,975) 
     Accrued expenses                                          (6,120)             (455) 
     Other                                                        --            (22,710) 
-----------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities            96,277            (5,919) 
-----------------------------------------------------------------------------------------
Cash flows from investing activities:                                                    
 Purchase of property and equipment                            (5,243)           (5,951) 
-----------------------------------------------------------------------------------------
Net cash used in investing activities                          (5,243)           (5,951) 
-----------------------------------------------------------------------------------------
Cash flows from financing activities:                                                    
 Repayment of notes payable                                    (7,200)              --   
 Dividends                                                    (11,840)              --   
-----------------------------------------------------------------------------------------
Net cash used in financing activities                         (19,040)              --   
-----------------------------------------------------------------------------------------
Net change in cash and cash equivalents                        71,994           (11,870) 
Cash and cash equivalents at beginning of period               65,651           145,566  
-----------------------------------------------------------------------------------------
Cash and cash equivalents at end of period              $     137,645           133,696  
=========================================================================================
Supplemental disclosures of cash flow information:                                       
 Interest paid                                          $       1,660               648  
=========================================================================================

See accompanying notes to the unaudited financial statements.                   

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CLEAR SOFTWARE INC.                                                             

Notes to Financial Statements                                                   

--------------------------------------------------------------------------------
(1)  BASIS OF PRESENTATION                                                      

The accompanying unaudited interim financial statements reflect all     
 adjustments which, in the opinion of management, are necessary for a fair
presentation of the results of the interim periods presented.  All such 
adjustments are of a normal recurring nature.                           

   These financial statements should be read in conjunction with the Company's
  audited financial statements and notes thereto for the year ended December
31, 1995 included elsewhere herein.                                     

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ANNEX A   

===============================================================   
===============================================================   

AGREEMENT AND PLAN OF MERGER

By and Among

SPSS INC.,

SPSS ACQUISITION INC. 

and 

JANDEL CORPORATION

Dated as of October 30, 1996

===============================================================   
===============================================================   

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TABLE OF CONTENTS   

ARTICLE I                                                                       
          THE MERGER                                                       1
   1.1    The Merger                                                       1
   1.2    Shareholders' Meeting                                            2
   1.3    Consummation of the Merger; Effective Date                       2
   1.4    Effect of the Merger                                             2
   1.5    Closing                                                          2
   1.6    Tax and Accounting                                               2

ARTICLE II                                                                      
ARTICLES OF INCORPORATION AND                           
          BYLAWS OF THE SURVIVING CORPORATION                              3
   2.1    Articles of Incorporation                                        3
   2.2    Bylaws                                                           3
   2.3    Directors and Officers                                           3

ARTICLE III                                                                     

          CONVERSION OF SHARES AND OPTIONS                                 3
   3.1    Conversion and Cancellation of Shares, Options                   3
   3.2    Dissenting Shares                                                4
   3.3    Surrender and Payment                                            4
   3.4    Escrow.                                                          5
   3.5    Tax Withholding                                                  5
   3.6    Closing Of Jandel's Transfer Books                               5

ARTICLE IV                                                                      

          SECURITIES MATTERS                                               6
   4.1    Registration                                                     6
   4.2    Additional Obligations of SPSS.                                  7

ARTICLE V                                                                       

          REPRESENTATIONS AND WARRANTIES OF JANDEL                         7
   5.1    Organization and Qualification.                                  7
   5.2    Authority.                                                       8
   5.3    Capitalization                                                   8
   5.4    Title to Shares.                                                 9
   5.5    Consents and Approvals.                                          9
   5.6    Absence of Conflicts.                                            9
   5.7    Financial Statements; Accounts Receivable.                       9
   5.8    Absence of Undisclosed Liabilities.                             10
   5.9    Absence of Certain Changes or Events.                           10
   5.10   Investment in the Common Stock                                  12
   5.11   Real and Personal Property; Inventories.                        12
   5.12   Patents, Trademarks, Etc.                                       13
   5.13   Employees                                                       14

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   5.14   Contracts and Commitments.                                      14
   5.15   Source Code                                                     15
   5.16   Licenses and Royalties                                          15
   5.17   Adequacy of Documentation.                                      15
   5.18   Third-Party Components in Software Programs.                    16
   5.19   Third-Party Interests or Marketing Rights in Software Programs. 16
   5.20   No Virus Warranties                                             16
   5.21   Software; Physical Media                                        16
   5.22   Government Contracts.                                           17
   5.23   Product Warranties and Liabilities                              17
   5.24   Insurance                                                       17
   5.25   Litigation and Administrative Proceedings                       18
   5.26   Tax Matters.                                                    18
          5.26.1  All Returns Filed                                       19
          5.26.2  All Taxes Paid                                          19
          5.26.3  Examinations, Etc.                                      19
          5.26.4  Section 341(f)                                          19
          5.26.5  Withholding                                             19
          5.26.6  Foreign Person, Etc.                                    19
          5.26.7  Parachute Payments                                      20
          5.26.8  Accounting; Tax Attributes                              20
          5.26.9  Prior Consolidated Groups                               20
          5.26.10 Unpaid Tax                                              20
   5.27   Compliance with Laws.                                           20
   5.28   Environmental and Safety Matters.                               21
   5.29   Employee Benefits.                                              21
   5.30   Licenses and Permits                                            23
   5.31   Relations With Suppliers and Customers                          23
   5.32   Interests in Competitors, Suppliers and Customers               23
   5.33   Employment Matters.                                             23
   5.34   Discrimination; Occupational Safety; Labor                      23
   5.35   Related Transactions                                            24
   5.36   Brokers and Finders.                                            24
   5.37   Questionable Payments.                                          24
   5.38   Books and Records.                                              25
   5.39   Bank Accounts; Safe Deposit Boxes.                              25
   5.40   Full Disclosure.                                                25
   5.41   Effect of Certificates.                                         25
   5.42   Accounting Matters                                              25
   5.43   Pooling of Interests Accounting                                 25
   5.44   Material Misstatements or Omissions                             26

ARTICLE VI                                                                      

          REPRESENTATIONS AND WARRANTIES OF SPSS AND ACQUISITION          26
   6.1    Organization and Qualification.                                 26
   6.2    Authority.                                                      26
   6.3    Consents and Approvals.                                         26
   6.4    Absence of Conflicts.                                           26
   6.5    Capitalization                                                  27
   6.6    Reports and Financial Statement                                 27

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   6.7    Litigation and Administrative Proceedings.                      27
   6.8    Brokers and Finders.                                            27
   6.9    Acquisition Stock.                                              28
   6.10   Full Disclosure                                                 28
   6.11   Pooling of Interests Accounting                                 28
   6.12   Material Misstatements or Omissions                             28
   6.13   Effect of Certificates.                                         28
   6.14   Accounting Matters                                              28

ARTICLE VII                                                                     

          COVENANTS RELATING TO CONDUCT OF BUSINESS                       29
   7.1    Conduct of Business                                             29

ARTICLE VIII                                                                    

          COVENANTS OF JANDEL                                             32
   8.1    Consents and Approvals.                                         32
   8.2    Closing Returns                                                 32
   8.3    Access to Information                                           32

ARTICLE IX                                                                      

          COVENANTS OF SPSS AND ACQUISITION                               33
   9.1    Consents and Approvals.                                         33
   9.2    Retention of Records                                            33
   9.3    Mailing Lists                                                   33
   9.4    Termination Agreements                                          33
   9.5    Severance Packages                                              34

ARTICLE X                                                                       

          MUTUAL COVENANTS                                                34
   10.1   Confidentiality.                                                34
   10.2   Consistent Tax Reporting                                        35
   10.3   Cooperation                                                     35

ARTICLE XI                                                                      

          CONDITIONS TO OBLIGATIONS OF JANDEL                             35
   11.1   Representations and Warranties.                                 35
   11.2   Performance.                                                    35
   11.3   Filings; Consents; Waiting Periods.                             35
   11.4   Tax Opinion.                                                    35
   11.5   Pooling                                                         35
   11.6   No Litigation.                                                  36
   11.7   Delivery                                                        36
   11.8   Shareholder Approval                                            36
   11.9   Form S-4                                                        36

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ARTICLE XII                                                                     

          CONDITIONS TO OBLIGATIONS OF SPSS                               36
   12.1   Representations and Warranties.                                 36
   12.2   Performance.                                                    37
   12.3   Filings; Consents; Waiting Periods.                             37
   12.4   No Litigation.                                                  37
   12.5   Legal Opinion                                                   37
   12.6   Due Diligence Investigation                                     37
   12.7   Pooling                                                         37
   12.8   Shareholder Approval                                            38
   12.9   Affiliates and Certain Shareholders                             38
   12.10  Form S-4                                                        38
   12.11  Delivery                                                        38
   12.12  Non-Competition Agreement                                       38

ARTICLE XIII                                                                    

          CLOSING DELIVERIES                                              39
   13.1   Books and Records.                                              39
   13.2   Legal Opinion.                                                  39
   13.3   Consents.                                                       39
   13.4   Closing Certificates.                                           39
   13.5   Charter; Good Standing Certificates.                            39
   13.6   Non-Competition Agreement                                       39
   13.7   Resignations of Jandel's Officers and Directors.                39
   13.8   Affiliate Letters                                               39
   13.9   Escrow Agreement                                                39
   13.10  Performance.                                                    40
   13.11  Further Assurances.                                             40

ARTICLE XIV                                                                     

          SURVIVAL AND INDEMNIFICATION                                    40
   14.1   Survival of Representations and Warranties; Covenants.          40
   14.2   Indemnification.                                                40
   14.3   Indemnification by SPSS                                         42
   14.4   Indemnification Procedure                                       42
   14.5   Arbitration.                                                    44
   14.6   Offset Against Unpaid Amounts.                                  44

ARTICLE XV                                                                      

          TERMINATION, AMENDMENT AND WAIVER                               45
   15.1   Termination                                                     45
   15.2   Effect of Termination                                           45

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ARTICLE XVI                                                                     

          MISCELLANEOUS                                                   45
   16.1   Amendment and Modification.                                     45
   16.2   Waiver of Compliance.                                           45
   16.3   Expenses.                                                       46
   16.4   Notices.                                                        46
   16.5   Assignment.                                                     47
   16.6   Publicity.                                                      47
   16.7   Headings.                                                       47
   16.8   Severability.                                                   47
   16.9   Governing Law.                                                  47
   16.10  Counterparts.                                                   48
   16.11  Third Parties.                                                  48
   16.12  Entire Agreement.                                               48

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AGREEMENT AND PLAN OF MERGER    

AGREEMENT AND PLAN OF MERGER, dated as of October 30, 1996, (the      
"Agreement"), by and among Jandel Corporation, a California corporation         
("Jandel"), SPSS Inc., a Delaware corporation ("SPSS") and SPSS Acquisition,    
Inc., a Delaware corporation and a wholly-owned subsidiary of SPSS              
("Acquisition").                                                                

W I T N E S S E T H:    

   WHEREAS, Jandel is engaged in the business of developing and distributing
scientific analytical software;                                                 

 WHEREAS, the respective Boards of Directors of each of Jandel, SPSS and
Acquisition have determined that it is advisable and for the benefit of their   
corporations and their respective shareholders that Jandel be acquired by SPSS  
by means of a merger of Acquisition with and into Jandel, with Jandel being the 
surviving corporation, on the terms and conditions set forth hereinafter (the   
"Merger") (Jandel and Acquisition being hereinafter sometimes referred to as    
the "Constituent Corporations" and Jandel as the "Surviving Corporation");      

WHEREAS, SPSS and Acquisition desire to acquire from the holders (the 
"Shareholders") of the outstanding capital shares of Jandel, no par value per   
share (the "Shares"), the Shares in exchange for shares of common stock, $.01   
par value per share of SPSS (the "Common Stock"), to be determined pursuant to  
the terms set forth herein;                                                     

WHEREAS, for federal income tax purposes, it is intended that this    
transaction qualify as a reorganization under the provisions of Section 368(a)  
of the Internal Revenue Code of 1986, as amended (the "Code"); and              

   WHEREAS, for accounting purposes, it is intended that this transaction be
accounted for as a "pooling of interests".                                      

    NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein, and other good and valuable consideration, the     
receipt and sufficiency of which is hereby acknowledged, and in reliance upon   
the representations and warranties contained herein, the parties hereto agree   
as follows:                                                                     

ARTICLE I   

THE MERGER    

1.1 The Merger.  Subject to the terms and conditions hereof, on the   
Effective Date (as defined in Section 1.3), Acquisition shall be merged with    
and into Jandel in accordance with the applicable provisions of the General     
Corporation Laws of the                                                         

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States of California ("CGCL") and Delaware ("DGCL"), and Jandel, as the         
surviving corporation in the Merger shall continue its  corporate existence,    
and the separate existence of Acquisition shall thereupon cease and its         
corporate existence shall be merged into and transferred to the Surviving       
Corporation.                                                                    

1.2 Shareholders' Meeting.  Jandel shall take all action necessary in 
accordance with applicable law and its Articles of Incorporation and By-laws to 
solicit the Shareholders' approval of the Merger (the "Shareholders' Meeting"). 
The Board of Directors of Jandel shall recommend that Jandel's Shareholders     
approve the Merger and take all lawful action to solicit such approval.         

 1.3 Consummation of the Merger; Effective Date.  As soon as practicable
after the satisfaction or waiver of the conditions hereinafter set forth, the   
parties hereto will file with the Secretary of State of the State of California 
and the Secretary of State of the State of Delaware a certificate or articles   
of merger or ownership and other documents (the "Merger Documents"), in such    
respective forms as required by, and executed in accordance with, the relevant  
provisions of the CGCL and DGCL in order to effect the Merger.  The Merger      
shall become effective at such time as the Merger Documents shall have been     
accepted for filing with the Secretary of State of the State of California and  
the Secretary of State of the State of Delaware or such other times as the      
parties shall agree should be specified in the Merger Documents (the "Effective 
Date").                                                                         

1.4 Effect of the Merger.  Upon the effectiveness of the Merger, the  
Surviving Corporation shall succeed, without any other action, to all rights    
and property of each of the Constituent Corporations, and shall be subject to   
all the debts and liabilities of each of the Constituent Corporations in the    
same manner as if the Surviving Corporation had itself incurred them, all with  
the effect set forth in the CGCL and the DGCL.                                  

  1.5 Closing.  Subject to the terms and conditions of this Agreement, the
closing of the transactions contemplated hereby (the "Closing") shall take      
place at the offices of Ross & Hardies, Chicago, Illinois, at 9:00 a.m., on     
November 29, 1996 (the "Closing Date") or such other place or time as the       
parties may agree.                                                              

1.6 Tax and Accounting. The parties hereto shall each use their best  
efforts to cause the transactions contemplated hereunder to be treated as (i) a 
reorganization within the meaning of Section 368(a) of the Code, and (ii) to    
qualify for accounting treatment as a pooling of interests.                     

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ARTICLE II    

ARTICLES OF INCORPORATION AND   
BY-LAWS OF THE SURVIVING CORPORATION    

    2.1 Articles of Incorporation.  The Articles of Incorporation of Jandel as
in effect on the Effective Date shall be amended, as set forth in Exhibit A     
hereto.                                                                         

2.2 By-laws.  The By-laws of Jandel as in effect on the Effective Date
shall be amended, as set forth in Exhibit B hereto.                             

2.3 Directors and Officers.  The directors and officers of Acquisition
immediately prior to the Effective Date shall be the directors and officers of  
the Surviving Corporation, to serve in accordance with the By-laws.             

ARTICLE III   

CONVERSION OF SHARES AND OPTIONS    

  3.1 Conversion and Cancellation of Shares, Options.  As of the Effective
Date, by virtue of the Merger:                                                  

(a) Treasury Shares.  All Shares which are held by Jandel as treasury 
shares shall be cancelled and retired.                                      

   (b) Other Outstanding Shares.  Each other outstanding Share, except those
held by Shareholders of Jandel who have validly perfected dissenters' rights
under the CGCL and have not effectively withdrawn or lost such rights, shall
be converted into the right to receive shares of Common Stock in accordance 
with the provisions of Section 3.3.                                         

(c) Capital Stock of Acquisition. Each issued and outstanding share of
capital stock of Acquisition shall be converted into one validly issued,    
fully paid and nonassessable share of capital stock of the Surviving        
Corporation.                                                                

(d) Options.  On the Effective Date, option holders who have exercised
their options contingent on the consummation of the transactions            
contemplated by this Agreement shall receive the Shares of Jandel to which  
 they are entitled pursuant to their options, and such Shares of Jandel issued
in respect of such options will be treated as Shares of Jandel in the manner
set forth herein as of the Effective Date.  Exercising option holders shall 
be subject to withholding for income taxes and may exercise their           
options in the manner set forth in Section 3.5.                             

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   3.2 Dissenting Shares.  Each Shareholder which has demanded and perfected
his demand for appraisal of his Shares in accordance with the applicable        
provisions of CGCL and has not effectively withdrawn or lost his right to such  
appraisal, shall be entitled only to such rights as are granted by the          
applicable provisions of the CGCL.  Jandel shall give SPSS prompt notice upon   
receipt by Jandel of any such written demands for appraisal and withdrawals of  
demands for appraisal (any Shareholder duly making such demand being            
hereinafter called a "Dissenting Shareholder").  Jandel agrees that it will not 
prior to or on the Effective Date, except with the prior written consent of     
SPSS, voluntarily make any payment with respect to, or settle or offer to       
settle, any such demands.                                                       

 3.3 Surrender and Payment.  As of the Effective Date of the Merger, all
Shares (including Shares issued to exercising option holders pursuant to        
Section 3.1(d) hereof) shall no longer be outstanding and shall automatically   
be cancelled and retired and shall cease to exist, and each Shareholder of a    
certificate representing any Shares of Jandel ("Certificate") shall cease to    
have any rights with respect thereto (other than in accordance with Section     
3.2), except the right to receive a portion of the Total Shares (as defined     
hereinafter) to be issued in consideration therefor and subject to Section 3.4, 
upon surrender of such Certificate, in the amounts to be determined in the      
manner set forth on Schedule 3.3.  For purposes herein the term "Total Shares"  
shall be deemed the number of shares of SPSS Common Stock obtained by dividing  
(i) 9,000,000 (or such lower figure as is obtained by subtracting the amount to 
be paid to any Dissenting Shareholders), less the expenses of Jandel in respect 
of the transaction, by the average closing market price of the Common Stock, as 
reported on the Nasdaq National Market, for the trading days between June 3,    
1996 until the earlier of (a) November 25, 1996 or (b) three (3) trading days   
immediately prior to the date of the shareholder's meeting of Jandel to         
consider approval of the Merger (the "Share Price").  At or prior to the        
Closing, Jandel shall deliver to SPSS signed letters (or other evidence         
satisfactory to SPSS) from all option holders exercising their options for      
Jandel stock contingent on the consummation of the transactions contemplated by 
this Agreement.  As soon as practicable after the Closing Date, Jandel shall    
deliver to SPSS the Certificates, representing the Shares for cancellation, and 
such other documents as may reasonably be required by SPSS.  At such time, SPSS 
shall cause to be issued, in the name of each Shareholder who delivered a       
Certificate, and each exercising option holder newly issued shares of SPSS      
Common Stock in accordance with the provisions of Schedule 3.3.  SPSS will hold 
in escrow for the Shareholders' and Option holders' account, in the respective  
amounts set forth on Schedule 3.3, ten percent (10%) of the Total Shares (the   
"Escrowed Shares"), together with stock powers duly executed in blank attached, 
in good form for delivery.  SPSS will hold the Escrowed Shares subject to the   
terms and conditions of the Escrow Agreement                                    

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(as defined hereinafter) and Section 3.4.  Until so surrendered, each           
Certificate which simultaneously with or immediately prior to the Effective     
Date represented Shares shall upon and after the Effective Date be deemed for   
all purposes to represent and evidence only the right to receive shares of      
Common Stock in accordance with this Section 3.3.                               

   3.4 Escrow.  Upon the Effective Date, Jandel shall cause the Shareholders
to pledge, and grant a first priority security interest in the Escrowed Shares  
to SPSS as collateral to satisfy any post-Closing claims for breaches under     
this Agreement, subject to the limitations of the Basket and the Cap.  The      
number of Escrowed Shares, if any, remaining after any retention made in        
accordance with this Agreement will be delivered to the Shareholders and        
exercising option holders, in amounts proportionate to the Shareholders' and    
exercising option holders' interest in such Escrowed Shares,  promptly after    
the earlier of the first anniversary of the Effective Date or the date of       
release of results of the first post-acquisition financial statement audit of   
SPSS, except for the number of such Escrowed Shares then subject to a bona fide 
dispute in connection with a claim for indemnification, made prior to the       
Expiration Date (as defined herein), over which a party is entitled to such     
Escrowed Shares, which shares, if any, shall be delivered to the Shareholders   
and exercising option holders promptly after resolution of such dispute.        

 3.5 Tax Withholding.  The exercise of Jandel options and the subsequent
issuance of shares of SPSS Common Stock will constitute a taxable transaction   
to the exercising option holders and will be subject to any local, state and    
federal tax withholding requirements.  At the Closing, an exercising option     
holder may elect (i) to effect a cashless exercise, with Jandel issuing to the  
exercising option holders only the net number of Shares to which the option     
holder would be entitled after a sufficient amount of the Shares to which the   
exercising option holder would otherwise be entitled is withheld to cover the   
exercise price of the option and all local, state and federal tax withholding   
requirements (based on the value received by the Jandel option holder in        
connection with the merger transaction) or (ii) to provide to SPSS cash in the  
amount necessary to satisfy such tax withholding requirements, and in either    
case, Jandel or its successor shall pay over to the appropriate taxing agencies 
the appropriate amount withheld.                                                

   3.6 Closing Of Jandel's Transfer Books.  On the Effective Date, the stock
transfer books of Jandel shall be closed and no transfer of Shares shall        
thereafter be made.                                                             

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ARTICLE IV    

SECURITIES MATTERS    

    4.1 Registration. As soon as reasonably practicable after the date of this
Agreement, SPSS will file with the Securities and Exchange Commission ("SEC") a 
registration statement using Form S-4 (the "Form S-4" or the "Registration      
Statement") which shall contain a combined prospectus/proxy statement with      
respect to the merger and relating to the Total Shares, and SPSS will use all   
reasonable efforts to cause the Registration Statement to become effective as   
soon after such filing as practicable.  Jandel agrees to provide to SPSS all    
information concerning or relating to Jandel necessary for inclusion in the     
Registration Statement.  SPSS will promptly advise Jandel as to the time at     
which the Registration Statement becomes effective and of the issuance by the   
SEC of any stop order suspending the effectiveness of the Registration          
Statement or the institution of any proceedings for such purpose and will use   
its best efforts to prevent the issuance of any stop order and to obtain as     
soon as possible the lifting thereof if issued.  Until the Effective Date, SPSS 
will advise Jandel promptly of any requirement by the SEC for any amendment or  
supplement to the Registration Statement of additional information, and will    
not at any time file any amendment or supplement to the prospectus contained    
therein (or the prospectus filed pursuant to Rule 424(b) of the Securities Act  
of 1933, as amended, (the "1933 Act")) (the "Prospectus") that shall not have   
been previously submitted to Jandel a reasonable time prior to the proposed     
filing thereof or to which Jandel shall reasonably object or which is not in    
compliance with in all material respects with the 1933 Act.  If any event       
occurs as a result of which the Proxy Statement/Prospectus (the "Proxy          
Statement/Prospectus") included in the Registration Statement would include an  
untrue statement of a material fact or omit to state any material fact          
necessary to make the statements therein not misleading or if it is necessary   
at any time to amend the Registration Statement and the Proxy                   
Statement/Prospectus contained therein to comply with the 1933 Act, SPSS will   
promptly notify Jandel, and SPSS will prepare an amendment or supplement to the 
Registration Statement or Proxy Statement/Prospectus that will correct such     
statement or omission and will use its best efforts to cause any such amendment 
to become effective as promptly as possible.  Jandel will provide to SPSS all   
information relating to Jandel necessary to enable SPSS to prepare the          
amendment or supplement to the Registration Statement or Proxy                  
Statement/Prospectus to correct such statement or omission and will assist SPSS 
in using its best efforts to cause any such amendment to become effective as    
promptly as possible.  SPSS will deliver to Jandel two signed copies of the     
Registration Statement and all amendments thereto, including all financial      
statements and exhibits filed therewith.                                        

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4.2 Additional Obligations of SPSS.  As soon as reasonably practicable
after the date of this Agreement, SPSS will use its best efforts to qualify the 
Total Shares to be issued under the securities or "blue sky" laws of every      
jurisdiction of the United States in which any shareholder of Jandel has an     
address on the records of Jandel's transfer agent on the record date for        
determining the Jandel shareholders entitled to notice of and to vote on the    
Merger.                                                                         

ARTICLE V   

REPRESENTATIONS AND WARRANTIES OF JANDEL    

    Subject to and limited by the matters disclosed in the Disclosure Schedule
attached to this Agreement (the "Disclosure Schedule"), Jandel represents and   
warrants to SPSS and Acquisition as follows:                                    

5.1 Organization and Qualification.  (a) Jandel is a corporation duly 
organized, validly existing and in good standing under the laws of the State of 
California and has the corporate power and authority to enter into this         
Agreement, to consummate the transactions contemplated hereby, to own or lease  
the properties and other assets which it presently owns or leases and to carry  
on its business as presently conducted.                                         

    Jandel Scientific GmbH (the "Subsidiary") is a corporation duly organized,
validly existing and in good standing under the laws of the Federal Republic of 
Germany, is wholly owned by Jandel and is the only entity owned or under common 
control with Jandel.  Subsidiary is a corporation duly organized, validly       
existing under the laws of Germany and has the power and authority to own or    
lease the properties and other assets which it presently owns or leases and     
to carry on its business as presently conducted.                                

(b) The copy of the Articles of Incorporation, as amended to date, of 
Jandel, as certified by the Secretary of State of the State of California, and  
of the By-Laws, as amended to date, of Jandel, as certified by its Secretary,   
as previously delivered to SPSS, are true, complete and correct copies as       
amended and presently in effect.  The copies of any organizational and          
governing documents of the Subsidiary as certified by the appropriate           
government authorities, as previously delivered to SPSS, are true, complete and 
correct copies as amended and presently in effect.  All minutes and consents of 
the shareholders and directors of Jandel and the Subsidiary are contained in    
the minute books of Jandel and the Subsidiary and said minute books have been   
furnished to SPSS for examination at a reasonable time prior to the Closing.    
No minutes or consents have been included in such minute books since such       
examination by SPSS which have not heretofore been furnished to SPSS and no     
corporate action not reflected in said minute books has been taken.             

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 (c) Jandel and the Subsidiary are each duly licensed or qualified to do
business as a foreign corporation, and are each in good standing, in every      
jurisdiction in which each of Jandel and the Subsidiary are required to be so   
licensed or qualified, except where failure to be so qualified would not have a 
material adverse effect on Jandel and the Subsidiary, taken as a whole.         

 5.2 Authority.  Subject only to the requisite approval of the Merger by
Jandel's Shareholders, Jandel has full power, capacity and authority (corporate 
or otherwise) to execute and deliver this Agreement and to consummate the       
transactions contemplated hereby.  The execution and delivery of this Agreement 
and the consummation of the transactions contemplated hereby have been duly and 
validly authorized and approved by all necessary action on the part of the      
Board of Directors of Jandel and subject only to the requisite approval of the  
Merger by Jandel Shareholders, no other proceedings (corporate or otherwise) on 
the part of Jandel are necessary to authorize this Agreement or to consummate   
the transactions contemplated hereby.  This Agreement and the other agreements  
contemplated by this Agreement have been duly and validly executed and          
delivered by Jandel and constitute legal, valid and binding agreements of       
Jandel.                                                                         

    5.3 Capitalization.  The entire authorized capital stock of Jandel and the
number of Shares thereof which are issued and outstanding are as follows:       

                                                                [Download Table]
NUMBER OF                                         NUMBER     
AUTHORIZED SHARES                                 ISSUED AND 
OF JANDEL                       CLASS             OUTSTANDING
                                                             

   600,000         Common Stock, no par value        351,034 

All of the issued and outstanding Shares of Jandel's capital stock are owned of 
record and to the best knowledge of Jandel, beneficially by the Shareholders in 
the respective amounts set forth in the Disclosure Schedule.  Jandel owns all   
of the issued and outstanding shares of the Subsidiary's capital stock (the     
"Subsidiary Shares").  The Shares and the Subsidiary Shares are subject to no   
restrictions on transferability other than restrictions imposed by the 1933     
Act, and applicable state securities laws.  All of the outstanding Shares of    
capital stock of Jandel and Subsidiary Shares are duly authorized and validly   
issued and outstanding, fully paid and non-assessable, and were not issued in   
violation of any preemptive rights.  There are no Shares of capital stock in    
treasury.  Except as set forth in this Agreement, there are no outstanding      
options, warrants, conversion or other rights to acquire from any of the        
Shareholders or Jandel, or any plans, contracts or commitments providing for    
the issuance of, or the granting of, rights by any of the Shareholders or       
Jandel to acquire:  (i) any capital stock of Jandel (whether issued or          

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unissued) or Subsidiary Shares or (ii) any securities convertible into or       
exchangeable for any capital stock of Jandel or Subsidiary Shares, and there    
are no Shares or Subsidiary Shares reserved for issuance.  There are no         
agreements or understandings with respect to the voting, holding or selling of  
any Shares of capital stock of Jandel or Subsidiary Shares, or any contractual  
obligations of Jandel or to the best of knowledge of Jandel, any of its         
Shareholders with respect to Jandel's capital stock or Subsidiary Shares.       
There are no voting trusts or proxies currently in effect with respect to the   
Shares or Subsidiary Shares.  No person has any right to require Jandel to      
register any of its securities under the 1933 Act.                              

   5.4 Title to Shares.  To the best of Jandel's knowledge, the Shareholders
own and have good and marketable title to the Shares, free and clear of any     
lien, pledge, claim, encumbrance, restriction or right of any third party of    
any kind.  On the Effective Date, SPSS will acquire good and marketable title   
to the Shares and Subsidiary Shares, respectively, free and clear as aforesaid, 
including without limitation any of the foregoing set forth in the Articles of  
Incorporation of Jandel, subject to any lien, pledge, claim, encumbrance,       
restriction or right of any third party of any kind of which SPSS has           
knowledge.  The Shares represent the only equity interest of the Shareholders   
in Jandel.                                                                      

   5.5 Consents and Approvals.  Except as set forth in this Agreement, there
is no authorization, consent, order or approval of, or notice to or filing      
with, any individual or entity required to be obtained or given in order for    
Jandel to consummate the transactions contemplated hereby and fully perform its 
obligations hereunder.                                                          

5.6 Absence of Conflicts.  The execution, delivery and performance by 
Jandel of this Agreement and the consummation by Jandel of the transactions     
contemplated hereby will not, with or without the giving of notice or lapse of  
time or both, (i) violate any provision of law, statute, rule or regulation to  
which either Jandel or the Subsidiary is or was subject, (ii) violate any       
order, judgment or decree which is or was applicable to either Jandel or the    
Subsidiary; (iii) conflict with or result in a breach or default under any term 
or condition of the Articles of Incorporation or By-Laws of Jandel or any       
organizational documents of the Subsidiary, or any material agreement or other  
instrument to which either Jandel or the Subsidiary is a party or by which      
either of them is bound, or (iv) cause, or give any person grounds to cause,    
the maturity of any debt, liability or obligation of Jandel to be accelerated   
or increase any such liability or obligation.                                   

5.7 Financial Statements; Accounts Receivable.  Jandel has previously 
delivered to SPSS true and correct copies of the audited balance sheets of      
Jandel and the Subsidiary, as of December 31, 1994 and December 31, 1995 and    
the related audited statements                                                  

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of income, statements of retained earnings and statements of changes in         
financial position for the periods ending on such dates, (collectively, the     
"Financial Statements").  The Financial Statements (i) have been prepared       
in accordance with generally accepted accounting principles applied on a        
consistent basis, are correct and complete in all material respects and are in  
accordance with the books and records of Jandel and the Subsidiary, (ii)        
present fairly the financial position and condition of Jandel and the           
Subsidiary and the related results of operations as at the dates and for the    
periods then ended (subject to customary year-end adjustments, which            
adjustments shall not be material in kind or amount) and (iii) contain no       
material misstatements or omissions which under generally accepted accounting   
principles would be required to be disclosed for financial statement purposes.  

Subject to applicable reserves for bad debts shown on Jandel's and the
Subsidiary's latest balance sheets included in the Financial Statements, as     
such reserves are adjusted from the date thereof in the ordinary course of      
business, all accounts and notes receivable reflected on the balance sheets     
are, and all accounts and notes receivable subsequently accruing to the         
Effective Date will be, (a) valid, genuine and subsisting, (b) subject to no    
known defenses, set-offs or counterclaims and (c) current and collectible.      

5.8 Absence of Undisclosed Liabilities.  Except as and to the extent  
reserved for in the Financial Statements neither Jandel nor the Subsidiary has  
any liabilities or obligations, whether accrued, absolute or contingent,        
determined or undetermined, known or unknown or whether due or to become due    
(including, without limitation, obligations as guarantor) other than those in   
the ordinary course of business since December 31, 1995, which have not yet     
been accrued or booked.  Jandel does not know of any basis for the assertion of 
any claim or liability relating to the businesses of either Jandel or the       
Subsidiary, nor is it aware of any occurrence or fact having a material adverse 
effect on the businesses of Jandel and the Subsidiary, taken as a whole, other  
than general economic considerations affecting the software industry generally. 
As of the date of this Agreement, neither Jandel nor the Subsidiary has         
outstanding debt to any bank or other lender.                                   

   5.9 Absence of Certain Changes or Events.  Since December 31, 1995, there
has not been (a) any damage, destruction or casualty loss to the properties or  
assets of Jandel and the Subsidiary, taken as a whole (whether covered by       
insurance or not) outside the ordinary course of business; (b) any material     
adverse change in the business, assets, properties, operations, prospects or    
financial condition of Jandel and the Subsidiary, taken as a whole, or any fact 
or condition which could reasonably be expected to cause such a change, other   
than any change, fact or condition related solely to the transactions           
contemplated hereby; (c) any                                                    

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entry into any transaction, commitment or agreement (including, without         
limitation, any borrowing) in excess of $100,000; or outside the ordinary       
course of business of either Jandel or the Subsidiary; (d) any direct or        
indirect redemption, repurchase or other acquisition for value by Jandel of its 
capital stock or any agreement to take such action, or any declaration, setting 
aside or payment of any dividend or other distribution in cash, stock or        
property with respect to Jandel's capital stock; (e) other than increases in    
base compensation and bonuses in the ordinary course of business (not           
exceeding 5% per annum of the aggregate payroll), any increase in the rate or   
terms of compensation payable or to become payable by either Jandel or the      
Subsidiary to their respective directors, officers, employees, agents or        
independent contractors or any increase in the rate or change in the terms of   
any employment agreement or compensatory arrangement, or any changes in any     
bonus, severance, pension, insurance or other employee benefit plan, or any     
other payment or benefit made to or for any such director, officer, employee,   
agent or independent contractor; (f) any sale, transfer or other disposition of 
any asset of either Jandel or the Subsidiary to any party, including, without   
limitation, the Shareholders, except for payment of obligations incurred, and   
sale of products, in the ordinary course of business consistent with past       
practices; (g)Eany amendment or termination of any material contract or         
agreement to which either Jandel or the Subsidiary is a party or any            
termination or waiver of any other rights of value to the businesses of either  
Jandel or the Subsidiary; (h) any capital expenditure for additions to property 
or equipment by either Jandel or the Subsidiary in excess of $10,000; (i) any   
split, combination, exchange or reclassification of shares of capital stock of  
either Jandel or the Subsidiary; (j) any issuance of capital stock of either    
Jandel or the Subsidiary or of securities convertible into or rights to acquire 
any such capital stock; (k) any failure by either Jandel or the Subsidiary to   
pay accounts payable or other obligations in the ordinary course of business;   
(l) except as set forth in subsection 5.9(c), the incurrence of any obligations 
or liability (absolute or contingent) not in the ordinary course of business or 
in excess of $10,000; (m) any pledge of any of the assets or properties of      
either Jandel or the Subsidiary or any action or inaction which would subject   
any such assets or properties to any lien, security interest, mortgage, pledge, 
claim, charge or other encumbrance of any kind; other than such liens arising   
in the ordinary cause of business; (n) any actual or threatened termination or  
cancellation of, or modification or change in, any business relationship with   
any material customer or customers of either Jandel or the Subsidiary or other  
agreement or arrangement involving or related to the assets or properties of    
the businesses of either Jandel or the Subsidiary in excess of $10,000; (o) any 
cancellation of a debt due to, or a claim, of either Jandel or the Subsidiary,  
other than by payment or other satisfaction; (p) any failure of either Jandel   
or the Subsidiary to perform under, or any default by either Jandel or the      
Subsidiary under, any agreement, obligation or covenant to                      

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which either of them is or was bound; (q) any change in any method of           
accounting or accounting practice, principle or procedure; (r)Eany action or    
inaction which could reasonably be expected to cause either Jandel or the       
Subsidiary to incur any tax liability out of the ordinary course of business;   
(s) any other event or condition of any character which materially and          
adversely affects the businesses of Jandel and the Subsidiary, taken as a       
whole; or (u) any agreement, whether in writing or otherwise, to take any       
action described in this Section 5.9.                                           

5.10 Investment in the Common Stock.                                  

    Jandel has, or will prior to the Effective Date, informed the Shareholders
of the provisions of Article IV and has, or will prior to the Effective Date,   
given each Shareholder the combined Proxy Statement/Prospectus on Form S-4      
prepared by Jandel and SPSS and such other materials which Jandel received from 
SPSS to be distributed to such Shareholders.  Jandel further acknowledges that  
(i) each Shareholder has been provided, or will be provided prior to the        
Effective Date, an opportunity to receive such other information as each has    
deemed necessary to make an informed decision to acquire the portion of Total   
Shares to which it is entitled under this Agreement (the "Acquisition Stock")   
pursuant to this Agreement and have had or will have had prior to the Effective 
Date sufficient opportunity to ask questions and receive answers of Jandel and  
SPSS, as appropriate, concerning the operations, business and financial         
condition of SPSS and regarding the Merger and the business of SPSS and Jandel  
and all such questions regarding Jandel have been, or prior to the Effective    
Date will be, answered by Jandel, (ii) each Shareholder has been, or will be    
prior to the Effective Date, informed that the Shareholders have no recourse    
against SPSS for declines in the value of their investment in the Acquisition   
Stock absent fraud or violations of the Federal and State securities, blue sky  
and other similar laws on the part of SPSS; (iii) each Shareholder has been, or 
will be prior to the Effective Date, informed that the Acquisition Stock of     
SPSS being acquired pursuant to the terms of this Agreement represents an       
investment in the business of SPSS, and that SPSS has made no representations   
or warranties with respect to the future business performance of SPSS or the    
price of its Common Stock; and (iv) each "affiliate" of Jandel has been         
informed of the restrictions on the transfer of the Shares and shares of SPSS   
Common Stock.                                                                   

5.11 Real and Personal Property; Inventories.  The Disclosure Schedule
correctly identifies (i) each lease or rental of real property held or paid by  
each of Jandel and the Subsidiary; and (ii) each parcel of real property, and   
each interest (other than such leases or rentals) in real property, used the    
operations of the businesses of each of Jandel and the Subsidiary.  All         
structures described in the Disclosure Schedule and Jandel's and the            
Subsidiary's use thereof conform in all material respects with all applicable   
ordinances, requirements, regulations, zoning laws,                             

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restrictions and do not encroach on property of others, and are not encroached  
upon by structures of others.  No claims, charges or notice of violations have  
been filed, served, made  or threatened, orally or in writing, against or       
relating to any such property or any of the operations conducted at any such    
property (currently or in the past) as a result of (i) any violation or alleged 
violation of any applicable ordinances, requirements, regulations, zoning laws, 
restrictive covenants, conditions or restrictions, or (ii) as a result of any   
encroachment on the property of others.  The Disclosure Schedule lists all      
material tangible or intangible personal property and assets of each of Jandel  
and the Subsidiary.  Jandel and the Subsidiary have good and marketable title   
to, and are in possession of or have control over, all of their real and        
personal property, none of which is held under or subject to any mortgage,      
pledge, lien, lease, encumbrance, conditional sales contract or other security  
arrangement.  Each item of such tangible personal property and assets is in     
good working order or condition, reasonable wear and tear excepted.             

  The inventories of each of Jandel and the Subsidiary are in all material
respects in good and merchantable condition and are of a quality suitable and   
usable or saleable in the ordinary course of business for the purposes for      
which such inventories are intended.  The inventory is adequate for each of     
Jandel's and the Subsidiary's businesses and there has been no material adverse 
change in such inventories since December 31, 1995.                             

5.12 Patents, Trademarks, Etc.  The Disclosure Schedule contains an   
accurate and complete description of all domestic and foreign patents,          
trademarks, current service marks, trademark registrations, logos, trade names, 
assumed names, copyrights and copyright registrations and all pending           
applications therefor (collectively, the "Intellectual Property"), presently    
owned or held by each of Jandel and the Subsidiary or under which either Jandel 
or the Subsidiary owns or holds any license, or in which either Jandel or the   
Subsidiary owns or holds any direct or indirect interest; and to Jandel's       
knowledge no others are necessary for the conduct of the present businesses of  
either Jandel or the Subsidiary.  To the best knowledge of Jandel, none of the  
products manufactured, distributed or sold by either Jandel or the Subsidiary,  
nor any of the Intellectual Property or other intellectual property (including  
without limitation, technology, inventions, processes, designs, formulae,       
know-how, trade secrets) (collectively, with the Intellectual Property, the     
"Intellectual Assets"),  or any of Jandel's and the Subsidiary's activities,    
conflict with, infringe or otherwise violate any patents, trademarks or         
copyrights, or any other rights, of any individual or entity, nor require       
payments to be made to any person.  Each of Jandel and the Subsidiary has the   
sole and exclusive right to use, has the right and power to sell and has taken  
reasonable measures to maintain and protect the Intellectual Assets;  no claims 
have                                                                            

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been asserted by any individual or entity with respect thereto or challenging   
or questioning the validity or effectiveness of any license or agreement with   
respect thereto, and, to the best knowledge of Jandel, there is no valid basis  
for any such claim.  To Jandel's knowledge, neither Jandel nor the Subsidiary   
is  using confidential information or trade secrets of any former employer of   
any past or present employees engaged in businesses of either Jandel or the     
Subsidiary. The items described in the Disclosure Schedule and the other        
Intellectual Assets are reasonably adequate to conduct the businesses of each   
of Jandel and the Subsidiary as presently conducted.  Upon consummation of the  
transactions contemplated hereby, SPSS will acquire good and marketable title   
to all of the Intellectual Assets and the goodwill associated therewith.        

  5.13 Employees.  All personnel, including employees, agents, consultants
and contractors, who have contributed to or participated in the conception and  
development of the Intellectual Assets on behalf of either Jandel or the        
Subsidiary either (a) were at such time parties to "work-for-hire" arrangements 
or agreements with either Jandel or the Subsidiary, in accordance with          
applicable federal and state law, that has accorded either Jandel or the        
Subsidiary full, effective, exclusive and original ownership of all             
intellectual property thereby arising, or (b) have executed appropriate         
instruments of assignment, which are still in full force and effect, in favor   
of either Jandel or the Subsidiary, as assignee, that have conveyed to either   
Jandel or the Subsidiary full, effective and exclusive ownership of all         
intellectual property thereby arising.  Neither Jandel nor the Subsidiary owns  
or has any right, license or interest, whether as a licensee, licensor or       
otherwise, in any registered copyrights, patents, applications for copyrights   
or patents, and designs or in any trademarks, service marks, trade names, or    
applications in which such personnel have an interest. To Jandel's knowledge,   
no employee of either Jandel or the Subsidiary is in violation of (i) any term  
of any employment contract, any "work for hire" arrangement or agreement, or    
any patent disclosure agreement or (ii) any other contract or agreement, or any 
restrictive covenant relating to the rights of any such employee to be employed 
by either Jandel or the Subsidiary or to use trade secrets or proprietary       
information of others.                                                          

5.14 Contracts and Commitments.                                       

   (a) Other than standard form customer and distributor contracts and other
agreements entered into in the ordinary course of business, and except as set   
forth in the Disclosure Schedule, neither Jandel nor the Subsidiary are parties 
to any material agreements, contracts, guarantees, commitments, restrictions or 
instruments of any kind ("Contracts").  A Contract shall be deemed material if  
it commits Jandel or the Subsidiary to expend more than $5,000 over the life of 
the Contract.  True and correct copies of                                       

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all Contracts listed on the Disclosure Schedule have been made available to     
SPSS at a reasonable time prior to Closing.  All of the Contracts are valid and 
binding obligations of either Jandel or the Subsidiary, enforceable in          
accordance with their respective terms to the extent permitted by applicable    
law, and are in full force and effect and complied with.  None of the           
Contracts, to the best of Jandel's knowledge have, a material adverse           
effect on either Jandel's or the Subsidiary's assets, properties, businesses,   
financial conditions or prospects.  To the best of knowledge of Jandel, no      
other party to any of the Contracts is in default or breach thereof.  True and  
correct copies of each standard form customer and distributor contract          
currently in use by each of Jandel and the Subsidiary in the conduct of its     
businesses are attached to the Disclosure Schedule.  Neither Jandel nor the     
Subsidiary has agreed with any customer or distributor to make any variation in 
any such contract which could have a material adverse effect on either Jandel's 
or the Subsidiary's assets, properties, businesses, financial condition or      
prospects.                                                                      

(b) Neither Jandel nor the Subsidiary has given any power of attorney 
(whether revocable or irrevocable) to any individual or entity.                 

    (c) Neither Jandel nor the Subsidiary is in default, and there is no basis
for any valid claim of default on the part of Jandel or the Subsidiary, or to   
the best knowledge of Jandel, in any respect under any of the Contracts.        

5.15 Source Code.  Each of Jandel and the Subsidiary owns all rights, 
title and interest in and to the source codes for all of its software products  
and has not distributed any copies of such source codes to any third parties,   
and neither Jandel nor the Subsidiary has agreed to pay to any individual or    
entity any royalty, commission or other amount on account of sales of their     
software products.                                                              

5.16 Licenses and Royalties.  Neither Jandel nor the Subsidiary is a  
licensee under any license, including, without limitation, licenses with        
respect to source codes used or to be used in either  Jandel's or the           
Subsidiary's software products, and neither has an obligation to pay royalties  
to any third party in connection therewith.  Neither Jandel nor the Subsidiary  
has granted to any individual or entity any rights or security interests with   
respect to the source codes for either Jandel's or the Subsidiary's software    
products.                                                                       

   5.17 Adequacy of Documentation.  The technical documentation includes, if
pertinent, the source code, system documentation, statements or principles of   
operation, and schematics for all of the software products currently maintained 
or licensed by either Jandel or the Subsidiary, as well as any pertinent        
commentary or explanation that may be necessary to render                       

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such materials understandable and usable by a trained computer programmer       
familiar with the relevant compilers, tools and platform (the "Technical        
Documentation").                                                                

    5.18 Third-Party Components in Software Programs.  To the extent necessary
to license such software products in the ordinary course of business, each of   
Jandel and the Subsidiary has validly and effectively obtained the right and    
license to use, copy, modify and distribute any third-party programming and     
materials contained in each of Jandel's and the Subsidiary's software products  
and the Technical Documentation pursuant to licenses from third parties as set  
forth in the Disclosure Schedule.                                               

   Each of Jandel's and the Subsidiary's software products and the Technical
Documentation contains no other programming or materials in which any third     
party may claim superior, joint or common ownership, including any right or     
license, and, do not contain derivative works of any programming or materials   
not owned in their entirety by either Jandel or the Subsidiary.                 

   5.19 Third-Party Interests or Marketing Rights in Software Programs.  All
of Jandel's and the Subsidiary's standard form customer contracts constitute    
only end-user agreements, each of which grants the end-user thereunder solely   
the non-exclusive right and license to use an identified software product of    
either Jandel or the Subsidiary and related user documentation, for internal    
purposes only.  There are no material contracts, agreements, licenses or other  
commitments or arrangements in effect with respect to the development,          
marketing, distribution, licensing, or promotion of either Jandel's or the      
Subsidiary's software products or any other inventory, the Technical            
Documentation, or either Jandel's or the Subsidiary's Intellectual Assets with  
any independent salesperson, distributor, sublicensor, or other remarketer or   
sales organization, except for Contracts identified in the Disclosure Schedule. 

5.20 No Virus Warranties.  To the best of knowledge of Jandel, the    
software products, as delivered to SPSS, (other than the master copies of the   
software products (the "Master Copies") to which the knowledge qualification    
provided in this Section 5.20 does not apply) shall be free of any passwords,   
keys, security devices or trap doors, and that such software shall be free from 
any computer instructions (including, but not limited to, computer instructions 
commonly referred to as Trojan Horses, anomalies, worms, self-destruct          
mechanisms, or time/logic bombs) which are intended to interfere with or        
frustrate the use of the software products, any portion thereof, or other       
software or computer hardware, whether or not currently in effect with respect  
to any copy of either Jandel's or the Subsidiary's software products.           

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5.21 Software; Physical Media.  Each of Jandel's and the Subsidiary's 
software products, other than that currently under development, will operate    
materially in accordance with the Technical Documentation.  To Jandel's         
knowledge, the software products and any licenses or other rights granted in    
connection therewith, express or implied, will not infringe any other person's  
intellectual property rights.  The Master Copies of the software products are   
free from physical defects in the media that tangibly embodies the copies.      

 5.22 Government Contracts.  Jandel does not have knowledge of any acts,
omissions or noncompliance with regard to any applicable public contracting     
statute, regulation or contract requirement (whether express or incorporated by 
reference) to any contracts relating to either Jandel or the Subsidiary, its    
businesses or any of its assets with any Government Contract Party (as defined  
below) in either case that have led to or could lead to (a) any claim or        
dispute involving either Jandel or the Subsidiary, its businesses, or any of    
its assets and any Government Contract Party or (b) any suspension, debarment   
or contract termination, or proceeding related thereto.  Neither Jandel nor the 
Subsidiary has any knowledge of any act or omission related to the marketing,   
licensing, or selling of any software to a Government Contract Party related to 
Jandel and the Subsidiary, or their businesses that has led to or could have    
any material adverse effects on Jandel's and the Subsidiary's rights or on any  
of their assets, taken as a whole.  All of Jandel's and the Subsidiary's        
development of technical data and computer software was developed exclusively   
at private expense.  For purposes of this Section 5.22, the term "Government    
Contract Party" means any independent or executive agency, division,            
subdivision, audit group or procuring office of the federal government,         
including any prime contractor of the federal government and any higher level   
subcontractor of a prime contractor of the federal government, and including    
any employees or agents thereof, in each case acting in such capacity.          

5.23 Product Warranties and Liabilities.  Neither Jandel nor the      
Subsidiary has given or made any express or implied warranties with respect to  
any products licensed, distributed, offered or sold or services performed by    
them, except for the limited warranties stated in standard form customer        
contracts, in the forms attached to the Disclosure Schedule with modifications  
that, in the aggregate, would not have a material adverse effect on business,   
prospects or financial condition of either Jandel or the Subsidiary.  Jandel    
does not have any knowledge of any fact or of the occurrence of any event       
forming the basis of any present or future claim against either Jandel or the   
Subsidiary, whether or not fully covered by insurance, for liability on account 
of products liability or on account of any express or implied product warranty, 
except for warranty obligations and product returns in the ordinary course of   
business.                                                                       

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5.24 Insurance.  Each of Jandel and the Subsidiary keeps all of its   
businesses, operations and properties insured against loss or damage, with      
responsible insurers.  The Disclosure Schedule contains a description of all    
insurance policies held by each of Jandel and the Subsidiary concerning its     
businesses, operations and properties, true, complete and correct copies of     
which have been previously provided to SPSS.  All these policies are in the     
respective face amounts set forth in the Disclosure Schedule and such insurance 
is reasonably adequate and appropriate in accordance with sound business        
practices.  Each of the insurance policies referred to in the Disclosure        
Schedule is in force and the premiums with respect thereto are fully paid       
through the dates indicated thereon.  No insurer has denied coverage or         
reserved rights for any claim made by Jandel, the Subsidiary or any other       
individual or entity under any insurance policies.                              

 5.25 Litigation and Administrative Proceedings.  Except as set forth in
the Disclosure Schedule, there is no claim, action, suit, proceeding or         
investigation in any court or before any governmental or regulatory authority   
pending or to the best knowledge of Jandel threatened against or to the best    
knowledge of Jandel otherwise affecting either Jandel or the Subsidiary or      
which seeks to enjoin or obtain damages in respect of the transactions          
contemplated hereby.  Jandel does not know nor have any reason to know of any   
basis for any such claim, action, suit, proceeding or investigation.  No claim, 
action, suit, proceeding or investigation set forth in the Disclosure Schedule  
could, if adversely decided, have a material adverse effect on the business,    
properties, condition (financial or otherwise) or prospects of either Jandel or 
the Subsidiary.                                                                 

5.26 Tax Matters.  For purposes of this Agreement:                    

(i)  The term "Taxes" mean all federal, state, local, foreign, and
      other net income, gross income, gross receipts, sales, use, ad
valorem, transfer, franchise,  profits, license, lease, 
service, service use, withholding, payroll, employment, 
excise, severance, stamp, occupation, premium, property,
windfall profits, customs, duties or other taxes, fees, 
   assessments, or charges of any kind whatever, together with
any interest and any penalties, additions to tax, or    
   additional amounts with respect thereto, and the term "Tax"
means any one of the foregoing Taxes;                   

(ii) The term "Returns" means all returns, declarations, reports, 
statements, and other documents required to be filed in 
respect of                                              

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     Taxes, and the term "Return" means any one of the foregoing
Returns;                                              

(iii) The term "Code" means the Internal Revenue Code of 1986, as 
   amended.  All citations to the Code or to the regulations
    promulgated thereunder shall include any amendments or any
substitute or successor provisions thereto.           

     5.26.1 All Returns Filed.  All Returns required to be filed by or
on behalf of each of Jandel and the Subsidiary on or before the Effective Date  
have been filed and such Returns are complete and accurate.  No extension of    
time in which to file any such Returns is currently in effect and there are not 
outstanding agreements or waivers extending the statutory period of limitation  
applicable to such Returns.                                                     

       5.26.2 All Taxes Paid.  All Taxes (and other charges) shown on such
Returns, and any deficiency assessments, penalties, interest and other charges  
with respect thereto, have been paid.  There are no tax liens (other than for   
taxes not yet due) on any of the assets or properties of either Jandel or the   
Subsidiary, and no basis exists for the imposition of any such liens.           

   5.26.3 Examinations, Etc.  No federal, state, local, foreign or
other Returns of either Jandel or the Subsidiary for tax years that remain open 
under any applicable statute of limitations have been examined by the IRS or    
other pertinent tax authorities and no deficiencies have been asserted or       
assessments made as a result of examinations (including all penalties and       
interest).  No issues have been raised by (or are currently pending before) the 
IRS or any other taxing authority in connection with any of the Returns which   
could reasonably be expected to have a material adverse effect on the financial 
condition of either Jandel or the Subsidiary, taken as a whole, if decided      
adversely to Jandel or the Subsidiary.                                          

         5.26.4 Section 341(f).  Neither Jandel nor the Subsidiary has filed a
consent to the application of Section 341(f) of the Code.                       

         5.26.5 Withholding.  Jandel and the Subsidiary have withheld from its
employees and others (and timely remitted to the appropriate taxing             
authorities) for all periods in compliance with all tax withholding provisions  
of applicable federal, state, foreign, local and other laws (including, without 
limitation, income, withholding, social security, employment and other payroll  
taxes).                                                                         

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        5.26.6 Foreign Person, Etc.  No Shareholder is a "foreign person" as
defined in Section 1445(f)(3) of the Code.  Neither Jandel nor the Subsidiary   
has a permanent establishment in any foreign country, as defined in the         
applicable tax treaty, if any, between the United States and such foreign       
country.  Neither Jandel nor the Subsidiary is, and never has been, a United    
States real property holding corporation within the meaning Section             
897(c)(1)(A)(ii) of the Code and SPSS is not required to withhold tax on the    
purchase of the Shares by reason of Section 1445 or any other provisions of the 
Code.  Neither Jandel nor the Subsidiary has participated in an international   
boycott within the meaning of Section 999 of the Code.  Neither Jandel nor the  
Subsidiary has foreign assets.                                                  

     5.26.7 Parachute Payments.  Neither Jandel nor the Subsidiary has
made, has become obligated to make nor will, as a result of any event connected 
with the acquisition of Jandel by SPSS or any other transaction contemplated    
herein, make or become obligated to make any "excess parachute payment" as      
defined in Section 280G of the Code.                                            

        5.26.8 Accounting; Tax Attributes.  None of the assets or properties
of either Jandel or the Subsidiary (a) is tax-exempt use property within the    
meaning of Section 168(h) of the Code, (b) directly or indirectly secures any   
debt the interest on which is tax-exempt under Section 103(a) of the Code, or   
(c) is required to be treated as property owned by another under the provisions 
of former Section 168(f)(8) of the Code.  Neither Jandel nor the Subsidiary has 
agreed to make any adjustment under Section 481(a) of the Code.  Neither Jandel 
nor the Subsidiary is a party to or bound by any tax indemnity, tax sharing or  
tax allocation agreement.                                                       

        5.26.9 Prior Consolidated Groups.  Neither Jandel nor the Subsidiary
is, and has never been, an includable corporation in an affiliated group of     
corporations within the meaning of Section 1504 of the Code, except for the     
affiliated group of which they are currently members.                           

     5.26.10 Unpaid Tax.  Neither Jandel's nor the Subsidiary's unpaid
taxes exceed the reserve for tax liability (excluding any reserve for deferred  
taxes established to reflect temporary differences between book and tax income) 
set forth or included in the most recent balance sheet included in the          
Financial Statements, as that reserve is adjusted through the Effective Date,   
in accordance with its past custom and practice.                                

  5.27 Compliance with Laws.  Neither Jandel nor the Subsidiary has in the
past been nor are either presently in violation of, in respect of operations,   
real property, machinery, equipment, all other property, practices and all      
other aspects of its businesses, any applicable law (whether statutory or       

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otherwise), rule, regulation, order, ordinance, judgment or decree of any       
governmental authority (federal, state, local or otherwise) (collectively,      
"Laws").  Neither Jandel nor the Subsidiary has received any notification of    
any asserted present or past failure of either Jandel or the Subsidiary to      
comply with any of such Laws.                                                   

   5.28 Environmental and Safety Matters.  Each of Jandel and the Subsidiary
has complied in all material respects with all federal, state or local Laws,    
regulations or ordinances relating to environmental matters ("Environmental     
Laws") including, but not limited to: air pollution; water pollution; noise     
control; on-site or off-site solid or hazardous waste storage, treatment,       
discharge, disposal or recovery; toxic and hazardous chemical reporting; or     
employee safety and hazardous material use, generation, reliance,               
transportation, and reporting provisions.  No notice of violation of or         
potential liability resulting from any such Environmental Laws, or orders with  
respect thereto, has been received by Jandel or the Subsidiary, nor is any such 
notice pending or to the best of its knowledge threatened.  To the best of its  
knowledge, no underground or above ground storage tanks are or have been        
located on the real properties described in the Disclosure Schedule attached    
hereto or previously owned or operated by either Jandel or the Subsidiary.      
Jandel is not aware of any generation, treatment, storage, transfer, disposal,  
release or threatened release in, at, from or on such real properties of toxic  
or hazardous substances by any current or previous owner or tenant of such real 
properties.                                                                     

5.29 Employee Benefits.                                               

          5.29.1 The Disclosure Schedule contains a written list of all employee
benefit plans relating to employee benefits with respect to which each of       
Jandel and the Subsidiary is obligated or may incur any future or contingent    
obligations, including, without limitation, all plans, agreements or            
arrangements relating to deferred compensation, pensions, profit sharing,       
retirement income or other benefits, stock purchase, stock ownership and stock  
option plans, stock appreciation rights, bonuses, severance arrangements,       
health and welfare benefits, insurance benefits and all other employee benefits 
or fringe benefits (collectively referred to as the "Plans") having an annual   
value in excess of $10,000 individually and $25,000 in the aggregate.  Neither  
Jandel nor the Subsidiary contributes, nor has either of them ever contributed, 
to any multi-employer plan within the meaning of Section 4001(a)(3) of the      
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), nor are  
either Jandel or the Subsidiary affiliated with any entity such that Jandel or  
the Subsidiary has, or might have in the future, any multi-employer plan        
withdrawal liability under Subtitle E of Part IV of ERISA.                      

          5.29.2 Each Plan (and each trust forming a part of such Plan) has been
administered and operated in all respects in accordance with its terms and      
applicable law, except where the                                                

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failure to do so would not have a material adverse effect on the business or    
financial condition of Jandel or the Subsidiary.  Each Plan that is intended to 
be qualified under Section 401(a) of the Code has received a favorable          
determination from the Internal Revenue Service, and Jandel is not aware of any 
reason why any such determination letter may not be relied upon.                

          5.29.3 With respect to each Plan, no person:  (i) has entered into any
non-exempt "prohibited transaction," as such term is defined in ERISA and the   
Code; (ii) has breached a fiduciary obligation or violated Sections 402, 403,   
405, 503, 510 or 511 of ERISA; (iii) has any liability for any failure to act   
or comply with the administration or investment of the assets of such Plan;     
(iv) has engaged in any transactions or otherwise acted with respect to such    
Plan in a manner which could subject Jandel or the Subsidiary to liability      
under Sections 409 or 502 of ERISA or Sections 4972 or 4976 through 4980 of the 
Code.                                                                           

   5.29.4 No liability to the Pension Benefit Guaranty Corporation
("PBGC") has been, or to the best knowledge of Jandel is expected to be,        
incurred with respect to any Plan, except for liabilities for PBGC premiums     
which may be expected to be incurred in the ordinary course of business.  PBGC  
has not instituted proceedings to terminate any Plan.  No "reportable event,"   
within  the meaning of Section 4043(b) of ERISA, for which the obligation to    
report to the PBGC within 30 days has not been waived by the PBGC, has occurred 
with respect to any Plan.  There exists no condition or set of circumstances    
which presents a risk of termination or partial termination of any Plan and     
which could result in a liability on the part of either Jandel or the           
Subsidiary to the PBGC.                                                         

        5.29.5 Full payment has been made of all amounts which either Jandel
or the Subsidiary was required under the terms of any of the Plans to have paid 
as contributions to such Plans on or prior to the Effective Date, and no        
"accumulated funding deficiency" (as defined in Section 302(a)(2) of ERISA and  
Section 412(a) of the Code), whether or not waived, exists with respect to any  
such Plan.                                                                      

       5.29.6 Other than for claims in the ordinary course of business for
benefits under the Plans, there are no actions, suits, claims or proceedings,   
pending or threatened, nor to the best knowledge of Jandel does there exist any 
basis therefor, which may result in any material liability with respect to any  
Plan to Jandel, the Subsidiary or any Plan or trust thereof.                    

         5.29.7 The present value of accrued benefits under each Plan which is
subject to Title IV of ERISA does not presently exceed the current value of the 
assets of such Plan allocable to such accrued benefits.  For purposes of the    
representation in the preceding sentence, the terms "current value"             

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and "accrued benefit" have the meanings specified in Sections 3(26) and 3(23),  
respectively, of ERISA; and "present value" shall be determined using the       
actuarial assumptions which would be used by the enrolled actuary for each such 
Plan in connection with determining whether such Plan satisfies the             
requirements of Section 412 of the Code, determined without regard to           
Subsection (b)(5)(B) thereof.                                                   

         5.29.8 Except for continuation coverage under Sections 601 et seq. of
ERISA or otherwise required by law, no former employee of Jandel, the           
Subsidiary or any affiliate thereof, nor any dependent of any such former       
employee, is entitled to any medical, dental benefits or other welfare benefits 
under any Plan.                                                                 

 5.30 Licenses and Permits.  Jandel and the Subsidiary have all material
governmental licenses and permits and other governmental authorizations and     
approvals required for the conduct of its businesses as presently conducted     
("Permits").  The Disclosure Schedule includes a list of all Permits.           

5.31 Relations With Suppliers and Customers.  Neither Jandel nor the  
Subsidiary is required to provide any bonding or other financial security       
arrangements in connection with any transaction with any customer or supplier.  
Neither Jandel nor the Subsidiary has received any notice that any customer or  
supplier of either Jandel or the Subsidiary will cease to do business with      
either Jandel or the Subsidiary or refuse to do business with SPSS or the       
Surviving Corporation after the consummation of the transactions contemplated   
hereby.                                                                         

5.32 Interests in Competitors, Suppliers and Customers.  To the best  
knowledge of Jandel, none of the Shareholders nor any officer or director of    
Jandel or the Subsidiary or any entity controlled by or under common control    
with either Jandel or the Subsidiary has any ownership interest in any          
competitor, supplier or customer of either Jandel or the Subsidiary or any      
property used in the operation of either of their businesses.                   

  5.33 Employment Matters.  The Disclosure Schedule contains a list of all
oral and written employment or consulting contracts or other agreements or      
arrangements providing for remuneration to which either Jandel or the           
Subsidiary is a party or by which either of them is bound, and all these        
contracts and arrangements are in full force and effect.  There are no oral     
contracts or arrangements of the type described in the preceding sentence       
which, individually or in the aggregate, exceed $5,000 in value.  There have    
been no claims of defaults and there are no facts or conditions which if        
continued, or with the giving of notice, will result in a default under these   
contracts or arrangements.                                                      

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5.34 Discrimination; Occupational Safety; Labor.  No person or party  
(including, but not limited to, governmental agencies of any kind) has any      
claim, or basis for any action or proceeding, against either Jandel or the      
Subsidiary arising out of any statute, ordinance or regulation relating to      
discrimination in employment or employment practices or occupational safety and 
health standards (including, but without limiting the foregoing, The Fair Labor 
Standards Act, as amended; Title VII of the Civil Rights Act of 1964, as        
amended; 42 U.S.C. 1981 or the Age Discrimination in Employment Act of 1967, as 
amended), which, if upheld, would have a material adverse effect on the assets, 
properties, businesses or conditions, financial or otherwise, of either Jandel  
or the Subsidiary.  There is no pending or threatened federal or state equal    
employment opportunity enforcement action or labor dispute, strike, or work     
stoppage affecting any of businesses of either Jandel or the Subsidiary.        
Neither Jandel nor the Subsidiary has any collective bargaining or similar      
agreements, nor do either of them have any obligation to bargain with any labor 
organization as the representative of their employees, and there is neither     
pending, or to Jandel's knowledge threatened, any labor dispute, strike or work 
stoppage which affects or which may affect Jandel's or the Subsidiary's         
businesses or which may interfere with the continued operations of either       
Jandel or the Subsidiary.  No present or former employee of either Jandel or    
the Subsidiary has any claim against either of them for (a) overtime pay, other 
than overtime pay for the current payroll period, (b) wages or salary           
(excluding bonuses and amounts accruing under pension and profit sharing plans) 
for any period other than the current payroll period, (c) vacation, time off or 
pay in lieu of vacation or time off, or (d) any violation of any statute,       
ordinance or regulation relating to minimum wages or maximum hours of work.     

   5.35 Related Transactions.  Neither Jandel nor the Subsidiary has made or
entered into any loan, contract, lease, commitment, arrangement or              
understanding with any of its officers, directors, employees, shareholders or   
any entity controlled by or under common control with either Jandel or the      
Subsidiary, except normal compensation arrangements with officers, all of which 
are reasonable in amount and terminable by either Jandel or the Subsidiary on   
30 days' notice.                                                                

   5.36 Brokers and Finders.  Neither Jandel, nor the Subsidiary (nor any of
their respective officers, directors, employees, affiliates, associates, or     
family members), has employed any broker, finder or investment banker, or       
incurred any liability for any brokerage fees, commissions or finders' fees in  
connection with this Agreement or the transactions contemplated hereby.         

5.37 Questionable Payments.  Neither Jandel nor the Subsidiary nor any
director, officer, agent, employee or other person associated with or acting on 
behalf of either Jandel or the Subsidiary has directly or indirectly:  (a) used 
any corporate                                                                   

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funds for unlawful contributions, gifts, entertainment or other unlawful        
expenses relating to political activity; (b) made any unlawful payment to       
government officials or employees or to political parties or campaigns from     
corporate funds; (c) violated any provision of the Foreign Corrupt Practices    
Act of 1977, as amended; (d) established or maintained any unlawful or          
unrecorded fund of corporate monies or other assets; (e) intentionally made any 
false or fictitious entry on the books or records of Jandel; (f) made any       
bribe, payoff, influence payment, kickback or other unlawful payment; or (g)    
made any bribe or other payment of a similar or comparable nature to any person 
or entity, private or public, regardless of form, to obtain favorable treatment 
in securing business or to obtain special concessions or treatment.  Neither    
Jandel nor the Subsidiary has foreign assets.                                   

  5.38 Books and Records.  The books and records of each of Jandel and the
Subsidiary have been maintained in accordance with commercially reasonable      
business and bookkeeping practices and accurately reflect in all material       
respects the business, assets, properties, rights, obligations, liabilities and 
operations of each of Jandel and the Subsidiary.                                

  5.39 Bank Accounts; Safe Deposit Boxes.  The Disclosure Schedule include
the names and locations of all banks in which either Jandel or the Subsidiary   
have accounts or safe deposit boxes and the names of all persons authorized to  
draw thereon or to have access thereto.                                         

5.40 Full Disclosure.  Jandel has disclosed in, or pursuant to, this  
Agreement or in the course of the due diligence investigations all facts        
material to the business, operations, assets or condition (financial or         
otherwise) of each of Jandel and the Subsidiary taken as a whole.  To the best  
knowledge of Jandel, no representation or warranty to SPSS or to Acquisition    
contained in this Agreement, and no statement contained in the Disclosure       
Schedule to this Agreement, any certificate, or other writing furnished to SPSS 
or to Acquisition pursuant to the provisions hereof, contains any untrue        
statement of a material fact or omits to state a material fact necessary in     
order to make the statements herein or therein not misleading.                  

  5.41 Effect of Certificates.  All representations and warranties made in
certificates of Jandel and the officers of Jandel delivered hereunder shall be  
deemed to be additional representations and warranties of Jandel.               

 5.42 Accounting Matters.  Neither Jandel nor the Subsidiary has through
the date of this Agreement taken or agreed to take any action that (without     
giving effect to this Agreement, the transactions contemplated hereby, or       
actions relating thereto, or any taken or agreed to be taken by SPSS or         
Acquisition) would                                                              

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prevent SPSS from accounting for the business combination to be effected by the 
merger as a pooling of interests.                                               

    5.43 Pooling of Interests Accounting.  Jandel has consulted with KPMG Peat
Marwick LLP as its independent auditors, regarding Jandel's ability to qualify  
for pooling of interests accounting relating to the transactions contemplated   
hereunder.  Such auditors have not stated to Jandel any doubt that pooling of   
interests accounting will be available with respect to the transactions         
contemplated hereunder.  Jandel presently believes that the condition precedent 
contained in Section 11.5 hereof will be satisfied.                             

  5.44 Material Misstatements or Omissions.  No representation or warranty
by Jandel in this Agreement nor any documents, exhibits, certificates or        
schedules furnished to either SPSS or Acquisition in connection with the        
Closing, contains or will contain any untrue statement of a material fact, or   
omits or will omit to state any material fact necessary to make the statements  
or facts contained therein not misleading.  The copies of all documents         
furnished to SPSS and Acquisition hereunder are true and complete copies of the 
originals thereof in all material respects.                                     

ARTICLE VI    

REPRESENTATIONS AND WARRANTIES OF SPSS AND ACQUISITION    

SPSS and Acquisition, jointly and severally, represent and warrant to 
Jandel as follows:                                                              

6.1 Organization and Qualification.  SPSS and Acquisition are each    
corporations duly organized, validly existing and in good standing under the    
laws of the State of Delaware and have the corporate power and authority to     
enter into this Agreement and to consummate the transactions contemplated       
hereby.                                                                         

6.2 Authority.  The execution and delivery of this Agreement and the  
consummation of the transactions contemplated hereby have been duly and validly 
authorized by SPSS and Acquisition, and no other corporate proceedings on the   
part of either SPSS or Acquisition are necessary to authorize this Agreement or 
to consummate the transactions contemplated hereby.  This Agreement has been    
duly and validly executed and delivered by each of SPSS and Acquisition and     
constitute legal, valid and binding agreements of SPSS and Acquisition.         

    6.3 Consents and Approvals.  Except as set forth on Schedule 6.3, there is
no authorization, consent, order or approval of, or notice to or filing with,   
any individual or entity required to be obtained or given in order for either   
SPSS or Acquisition to                                                          

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consummate the transactions contemplated hereby and fully perform their         
obligations hereunder.                                                          

    6.4 Absence of Conflicts.  The execution, delivery and performance by SPSS
and Acquisition of this Agreement (including, without limitation, the offering, 
issuance and sale of the Acquisition Stock) and the consummation by SPSS and    
Acquisition of the transactions contemplated hereby will not, with or without   
the giving of notice or the lapse of time, or both, (i) violate any provision   
of law, statute, rule or regulation to which either SPSS or Acquisition is or   
was subject, (ii) violate any order, judgment or decree which is or was         
applicable to either SPSS or Acquisition or (iii) conflict with, or result in a 
breach or default under, any term or condition of the Certificates of           
Incorporation or By-Laws of either SPSS or Acquisition or any material          
agreement or other instrument to which either of them is a party or by which    
either of them is bound.                                                        

6.5 Capitalization.  The authorized capital stock of SPSS consists of 
50,000,000 shares of Common Stock, of which, as of the date hereof,             
approximately 7,380,000 shares were issued and outstanding.  All the issued and 
outstanding shares of Common Stock are validly issued, fully paid and           
nonassessable.  There are no options, warrants or other rights, agreements or   
commitments obligating of SPSS to issue shares of its capital stock except for  
stock options to purchase approximately 1,170,000 shares of Common Stock        
pursuant to various SPSS option plans and agreements and employee rights to     
purchase Common Stock pursuant to SPSS' employee stock purchase plans.          

    6.6 Reports and Financial Statement.  SPSS has previously furnished Jandel
with true and complete copies of its (i) Annual Report on Form 10-K for the     
fiscal year ended DecemberE31, 1995 as filed with the SEC, and (ii) its         
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and June   
30,1996, as filed with the SEC (collectively the "SPSS Reports").  The audited  
and unaudited consolidated financial statements of SPSS (the "SPSS Financial    
Statements") included or incorporated by reference into such SPSS Reports have  
been prepared in accordance with generally accepted accounting principles       
applied in a consistent basis (except as may be indicated therein or in the     
notes thereto) and fairly present the financial position of SPSS and its        
consolidated subsidiaries, as of the dates thereof, and the results of their    
operations and changes in financial position for the periods then ended         
subject, in the case of the unaudited financial statements, to normal year-end  
adjustments which are not materially adverse.                                   

    6.7 Litigation and Administrative Proceedings.  There is no claim, action,
suit, proceeding or investigation in any court or before any governmental or    
regulatory authority pending or threatened against or affecting either SPSS or  
Acquisition which                                                               

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seeks to enjoin or obtain damages in respect of the transactions contemplated   
hereby.                                                                         

 6.8 Brokers and Finders.  Neither SPSS nor Acquisition has employed any
broker, finder or investment banker, or incurred any liability for any          
brokerage fees, commissions or finders' fees in connection with this Agreement  
or the transactions contemplated by this Agreement.                             

6.9 Total Shares.  The Total Shares, when delivered in accordance with
this Agreement, shall be duly authorized, validly issued, fully paid and        
nonassessable.                                                                  

 6.10 Full Disclosure.  No statement contained in any periodic report or
other disclosure documents filed by SPSS with the SEC and to the best knowledge 
of SPSS and Acquisition, no representation or warranty of SPSS or Acquisition   
contains any untrue statement of a material fact or omits to state a material   
fact necessary in order to make the statements therein not misleading.          

  6.11 Pooling of Interests Accounting.  SPSS has consulted with KPMG Peat
Marwick LLP, as its independent auditors, regarding the ability to qualify for  
pooling of interests accounting relating to the transactions contemplated       
hereunder.  Such auditors have not stated to SPSS any doubt that pooling of     
interests accounting will be available with respect to the transactions         
contemplated hereunder.  SPSS believes that the condition precedent contained   
in Section 12.8 hereof will be satisfied.                                       

  6.12 Material Misstatements or Omissions.  No representation or warranty
by either SPSS or Acquisition in this Agreement nor any reports, documents,     
exhibits, certificates or schedules furnished to Jandel pursuant hereto,        
contains or will contain any untrue statement of a material fact, or omits or   
will omit to state any material fact necessary to make the statements or facts  
contained therein not misleading.  The copies of all documents furnished to     
Jandel are true and complete copies of the originals thereof in all material    
respects.                                                                       

  6.13 Effect of Certificates.  All representations and warranties made in
certificates of SPSS or Acquisition and the officers of SPSS or Acquisition     
delivered hereunder shall be deemed to be additional representations and        
warranties of SPSS and Acquisition respectively.                                

   6.14 Accounting Matters.  SPSS has not through the date of this Agreement
taken or agreed to take any action that (without giving effect to this          
Agreement, the transactions contemplated hereby, or actions relating thereto,   
or any taken or agreed to be taken by Jandel) would prevent Jandel from         
accounting for the                                                              

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business combination to be effected by the merger as a pooling of interests.    

ARTICLE VII   

COVENANTS RELATING TO CONDUCT OF BUSINESS   

7.1 Conduct of Business                                               

(a) Conduct of Business by Jandel.  During the period from the date of
this Agreement to the Effective Date of the Merger, Jandel shall carry on its   
business in the usual, regular and ordinary course in substantially the same    
manner as heretofore conducted and, to the extent consistent therewith, use all 
reasonable efforts to preserve intact its current business organizations, keep  
available the services of its current officers and employees, and preserve its  
relationships with customers, suppliers, licensors, licensees, distributors and 
others having business dealings with it to the end that its goodwill and        
ongoing businesses shall be unimpaired at the Effective Date of the Merger and  
shall cause the Subsidiary to do the same.  Without limiting the generality of  
the foregoing, during the period from the date of this Agreement to the         
Effective Date of the Merger, except with SPSS' consent which shall not be      
unreasonably withheld, neither Jandel nor the Subsidiary shall:                 

(i) (x) declare, set aside or pay any dividends on, or make any other 
distributions in respect of, any of its capital stock, (y) split, combine or
 reclassify any of its capital stock or issue or authorize the issuance of any
other securities in respect of, in lieu of or in substitution for shares of 
its capital stock or (z) purchase, redeem or otherwise acquire any shares of
capital stock of Jandel or the Subsidiary or any other securities thereof or
any rights, warrants or options to acquire any such shares or other         
securities;                                                                 

    (ii) except upon the exercise of options outstanding as of the date of the
Agreement under and pursuant to the provisions of Article III, issue,       
deliver, sell, pledge or otherwise encumber any shares of its capital stock,
any other voting securities or any securities convertible into, or any      
rights, warrants, or options to acquire, any such shares, voting securities 
or convertible securities;                                                  

(iii) amend its articles of incorporation, by-laws or other comparable
charter or organizational documents;                                        

   (iv) acquire or agree to acquire (x) by merging or consolidating with, or
 by purchasing a substantial portion of the assets of, or by any other manner,
any business or any                                                         

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corporation, partnership, joint venture, association or other business      
organization or division thereof or (y) any assets that individual or in the
aggregate are material to either Jandel or the Subsidiary, except purchases 
of inventory in the ordinary course of business consistent with past        
practice;                                                                   

(v) except in the ordinary course of business sell, lease, license,   
 mortgage or otherwise encumber or subject to any lien or otherwise dispose of
any of its properties or assets;                                            

(vi) (x) incur any indebtedness, except for short term borrowings not 
exceeding $100,000 incurred in the ordinary course of business consistent   
with past practice, or (y) make any loans, advances or capital contributions
to, or investments in, any other person;                                    

(vii) make or agree to make any equipment leases or any new capital   
expenditure or capital expenditures which are individually in excess $5,000 
or in the aggregate are in excess of $10,000;                               

  (viii) make any tax election that could reasonably be expected to have a
material adverse effect or settle or compromise any income tax liability;   

(ix) pay, discharge, settle or satisfy any claims, liabilities or     
obligations (absolute, accrued, asserted or unasserted, contingent or       
otherwise), other than the payment, discharge or satisfaction, in the       
ordinary course of business consistent with past practice or in accordance  
with their terms, of liabilities reflected or reserved against in, or       
contemplated by, the most recent Financial Statements or incurred since the 
date of such financial statements in the ordinary course of business        
consistent with past practice;                                              

   (x) except in the ordinary course of business, modify, amend or terminate
any material contract or agreement to which either Jandel or the Subsidiary 
is a party or waive, release or assign any material rights or claims        
thereunder;                                                                 

 (xi) take any action that (without giving effect to any action taken or
agreed to be taken by SPSS or any of its affiliates) would prevent SPSS from
accounting for the business combination to be effected by the Merger as a   
pooling of interests or from treating the Merger as a "reorganization" under
Section 386(a) of the Code; or                                              

 (xii) take any action to institute any new severance or termination pay
practices with respect to any directors, officers or employees of either    
Jandel or the Subsidiary or to                                              

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increase the benefits payable under its severance or termination pay        
practices in effect on the date hereof;                                     

   (xiii) except for salary increases in the ordinary course of business and
consistent with past practice, adopt or amend, in any material respect,     
except as may be required by applicable law or regulation, any collective   
bargaining, bonus, profit sharing, compensation, stock option, restricted   
stock, pension, retirement, deferred compensation, employment or other      
employee benefit plan, agreement, trust, fund, plan or arrangement for the  
benefit or welfare of any directors, officers or employees; or              

  (xiv) authorize any of, or commit or agree to take any of, the foregoing
actions.                                                                    

   (b) Negotiations with Others.  Prior to the Effective Date or the earlier
termination of this Agreement, Jandel shall not, directly or indirectly,        
through any officer, director, employee, representative or agent thereof,       
solicit or encourage (including by way of furnishing nonpublic information) or  
take other action to facilitate any inquiries or the making of any proposal     
that constitutes or may reasonably be expected to lead to an Acquisition        
Proposal (as defined below) from any person, or engage in any discussions or    
negotiations relating thereto or in furtherance thereof or accept any           
acquisition proposal.  For the purposes of this Agreement "Acquisition          
Proposal" means inquiries or proposals regarding (i) any merger, consolidation, 
sale of substantial assets or similar transactions involving either Jandel or   
the Subsidiary, (ii) sale of 10% or more of the outstanding shares of capital   
stock of Jandel or any shares of the capital stock of the Subsidiary or similar 
transactions involving Jandel or the Subsidiary (other than issuances in        
connection with the exercise of options outstanding as of the date hereof), or  
(iii) any public announcement of a proposal, plan or intention to do any of the 
foregoing or any agreement to engage in any of the foregoing.  Jandel shall     
immediately cease and cause to be terminated any existing discussions or        
negotiations with any parties conducted prior to the date of this Agreement     
with respect to any of the foregoing.                                           

  (c) Notification of Certain Matters.  Jandel shall give prompt notice to
SPSS and Acquisition, and SPSS and Acquisition shall give prompt notice to the  
Jandel of:  (i) the occurrence or failure to occur, of any event which such     
party believes would be likely to cause any of its representations or           
warranties contained in this Agreement to be materially untrue or inaccurate    
when made or as of the Effective Date and any resulting change in the           
Disclosure Schedule (an "Update") and (ii) any failure of Jandel on the one     
hand or SPSS and Acquisition on the other hand, as the case may be, or of any   
officer, director, employee or agent thereof, to comply with or satisfy any     
covenant,                                                                       

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condition or agreement to be complied with or satisfied by it hereunder;        
provided, however, that failure to give such notice shall not constitute a      
waiver of any defense that may be validly asserted.  An Update provided in      
writing to SPSS and Acquisition scheduling items that have occurred between the 
date of this Agreement and the Closing Date shall be deemed to supplement and   
amend the Disclosure Schedule and shall be incorporated herein, including       
without limitation for purposes of determining whether any breach of any        
representation or warranty shall have occurred, if such Update is acceptable to 
SPSS in its sole discretion.  If such Update is not acceptable to SPSS, SPSS    
may at its option, terminate the Agreement and not complete the transactions    
contemplated herein.                                                            

 (d) Pooling Accounting.  Jandel, SPSS and Acquisition each hereby agree
(i) not to take any action that would adversely affect the ability of SPSS to   
treat the Merger as a pooling of interests, and (ii) to take such action as can 
be taken without material expense and may be reasonably required to negate the  
impact of any past actions which would adversely affect the ability of SPSS to  
treat the Merger as a pooling of interests in accordance with generally         
accepted accounting principles consistently applied and all published rules,    
regulations and policies of the SEC.                                            

ARTICLE VIII    

COVENANTS OF JANDEL   

Jandel covenants as follows:                                          

  8.1 Consents and Approvals.  Jandel agrees to use all reasonable efforts
to make all registrations, filings and applications, and give all notices and   
obtain all governmental and other consents, approvals, orders, qualifications   
and waivers necessary for the consummation of the transactions contemplated by, 
or the performance by Jandel of any of its obligations under, this Agreement,   
or which may become reasonably necessary or desirable in connection with any of 
the foregoing, in each case upon terms and conditions reasonably satisfactory   
to SPSS and its counsel.                                                        

8.2 Closing Returns.  SPSS will cooperate with Joseph Osborn and John 
Osborn to file, or cause to be prepared and filed, on a timely basis all income 
tax returns of Jandel and the Subsidiary for the short period ending on the     
Effective Date (the "Closing Returns").  SPSS shall direct the preparation and  
filing of the Closing Returns; provided, however, that payment for any Taxes to 
the extent of the indemnity therefor shall be satisfied from the Escrowed       
Shares.                                                                         

8.3  Access to Information.                                           

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(a) From the date of Closing to the Effective Date, Jandel shall allow
SPSS and Acquisition to have complete access upon reasonable notice at all      
reasonable times to its officers, employees, agents, properties, books and      
records, and shall furnish SPSS and Acquisition all financial, operating and    
other data and information as SPSS or Acquisition, through its officers,        
employees or agents, may reasonably request.                                    

   (b) No investigation pursuant to this Section 8.3 shall affect, add to or
subtract from any representations or warranties or the conditions to the        
obligations of the parties hereto to effect the Merger.                         

ARTICLE IX    

COVENANTS OF SPSS AND ACQUISITION   

SPSS and Acquisition, jointly and severally, covenant as follows:     
9.1 Consents and Approvals.  SPSS and Acquisition agree to use all    
reasonable efforts to make all registrations, filings and applications, and     
give all notices and obtain all governmental and other consents, approvals,     
orders, qualifications and waivers necessary for the consummation of the        
transactions contemplated by, or the performance by SPSS and Acquisition of any 
of their obligations under, this Agreement, or which may become reasonably      
necessary or desirable in connection with any of the foregoing, in each case    
upon terms and conditions reasonably satisfactory to Jandel and its counsel.    

   9.2 Retention of Records.  After the Effective Date, SPSS shall cause the
Surviving Corporation to retain all of Jandel's and the Subsidiary's books and  
records in its possession in accordance with SPSS's policies for retention of   
its own books and records, and upon reasonable notice and during SPSS's and the 
Surviving Corporation's regular business hours and at reasonable intervals,     
shall cause the Surviving Corporation to provide to John Osborn and Joseph      
Osborn and their respective agents and representatives designated in writing,   
access to such books and records, concerning periods prior to the Effective     
Date.                                                                           

  9.3 Mailing Lists.  After the Effective Date, for as long as SPSS allows
the use of its customer lists by third parties, SPSS shall from time to time    
allow Dr. John Osborn, Joseph Osborn or Westing Software to use Jandel customer 
lists for periodic, approved, non-competitive mailings, at rates commensurate   
with those SPSS charges other organizations for similar purposes.               

  9.4 Termination Agreements. Within seven (7) days of the Effective Date,
SPSS shall terminate the employment agreements with Dr. John Osborn and Anne K. 
Osborn pursuant to the Termination                                              

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Agreements ("Termination Agreements"), substantially in the form attached       
hereto as Exhibit C.                                                            

    9.5 Severance Packages. Within a reasonable time after the Effective Date,
SPSS shall provide reasonable severance packages to Jandel employees who are    
not retained for employment with SPSS.  Such severance packages will grant one  
week severance pay for every year of service with Jandel.  However, in no event 
will an employee who is not retained for service with SPSS receive less than    
one month of severance pay.                                                     

ARTICLE X   

MUTUAL COVENANTS    

Each of the parties hereto covenants as follows:                      

   10.1 Confidentiality.  Except as otherwise required by law or judicial or
administrative proceedings, including proceedings between the parties with      
respect to the transactions contemplated hereby, and then only to the extent    
specifically required by such proceedings, and except for public announcements  
on the advice of counsel, each of the parties agrees not to (i) disclose any    
Confidential Information (defined hereinbelow) of any other party, or the terms 
of this Agreement, to any individual or entity (other than its directors,       
officers, employees, agents and representatives with a need to know such        
Confidential Information in order to consummate the transactions contemplated   
hereby and then only if reasonable steps are taken with such parties to         
preserve the confidentiality thereof) or (ii) use any Confidential Information  
for any purpose other than, with respect to SPSS or Acquisition, operating the  
acquired business.  "Confidential Information" shall mean any secret or         
confidential information of the software business, Jandel, SPSS or Acquisition, 
including, but not limited to, customer information, financial information,     
technical information, details or information concerning contracts, trade       
secrets, marketing information or any other data, information or proprietary    
information of or relating to the software business, Jandel, SPSS or            
Acquisition or any affiliate thereof, or their respective products or services. 
No obligations shall exist under this Agreement with respect to Confidential    
Information that (i) is publicly known at the time of the disclosure or becomes 
publicly known through no wrongful act or failure of Jandel, SPSS or            
Acquisition, (ii) is disclosed by a third party which does not have a           
confidential relationship with either Jandel, SPSS or Acquisition, and which    
was rightfully acquired by such third party, or (iii) is legally compelled to   
be disclosed pursuant to a subpoena, summons, order or other judicial or        
governmental process, provided that the parties hereto provide prompt notice of 
any such subpoena, summons, order or other judicial or governmental process     

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to such other parties of the Confidential Information, so as to allow the       
parties an opportunity to oppose such process.                                  

     10.2       Consistent Tax Reporting.  The parties agree for tax purposes to
report the transactions contemplated by this Agreement, and to treat any        
subsequent related transactions or items, in a manner consistent in all         
respects with the terms and provisions of this Agreement.  Each party shall     
cooperate with the other parties as appropriate for all relevant tax purposes   
relating to the transactions contemplated by this Agreement.                    

10.3       Cooperation.  The parties agree to cooperate for all other 
reasonable purposes after the Closing, including with respect to any audit      
by any taxing authority of any of the income tax or other tax returns of Jandel 
or the Subsidiary.                                                              

ARTICLE XI    

CONDITIONS TO OBLIGATIONS OF JANDEL   

The obligations of Jandel to consummate the transactions contemplated 
hereby is subject to the satisfaction on or prior to the Closing Date of the    
following conditions:                                                           

11.1       Representations and Warranties.  The representations and   
warranties of SPSS and Acquisition shall be materially true and accurate        
on and as of the Closing Date with the same effect as though such               
representations and warranties had been made on and as of such date.            

   11.2       Performance.  SPSS and Acquisition shall have performed in all
material respects all covenants and agreements required by this Agreement to be 
performed by them on or before the Closing Date.                                

     11.3       Filings; Consents; Waiting Periods.  All registrations, filings,
applications, notices, transfers, consents, approvals, orders, qualifications,  
waivers and other actions listed on Schedule 6.3 hereto or otherwise required   
of any persons or governmental authorities or private agencies in connection    
with the consummation of the transactions contemplated by and the  performance  
by SPSS and Acquisition of their respective obligations under this Agreement    
shall have been made or obtained and all applicable waiting periods shall have  
expired or been terminated.                                                     

  11.4       Tax Opinion.  Jandel shall have received the written opinion,
dated the Closing Date, of Cooley Godward LLP ("Cooley"), special counsel to    
Jandel, to the effect that the Merger will constitute a reorganization within   
the meaning of Section 368(a) of the Code.  In connection therewith, (a) Jandel 
shall have received from the shareholders of Jandel, holding the                

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requisite number of shares of Jandel Common Stock, Continuity of Interest       
Certificates in form and substance acceptable to Jandel and (b) Jandel, SPSS    
and Acquisition shall have delivered to Cooley tax representation letters in    
form and substance acceptable to Cooley.                                        

11.5 Pooling. Jandel shall have received from KPMG Peat Marwick LLP a 
letter dated as of the Closing Date, in form and substance reasonably           
acceptable to Jandel, stating that based on their procedures, no conditions     
exist which would preclude accounting for the transaction as a pooling of       
interests.  No action shall have been taken by any government authority or any  
statute, rule, regulation or order, promulgated or issued by any governmental   
authority, or any proposal made for any such action by any governmental         
authority which is reasonably likely to be put into effect, that would prevent  
SPSS from accounting for the transactions contemplated hereunder as a pooling   
of interests.                                                                   

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11.6 No Litigation.  No action, suit or proceeding shall have been    
instituted by any person or entity, or threatened by any governmental agency or 
body, before a court or governmental body, to restrain or prevent the           
consummation of the transactions contemplated by, or the performance by SPSS or 
Acquisition of their respective obligations under, this Agreement or which      
seeks other relief with respect to any of such transactions or which could      
reasonably be expected to have a materially adverse effect on the businesses,   
results of operations, assets, financial condition or prospects of either SPSS  
or Acquisition.  At the Closing Date, there shall be no injunction, restraining 
order or decree of any nature of any court or governmental agency or body in    
effect which restrains or prohibits the consummation of the transactions        
contemplated by this Agreement.                                                 

  11.7 Delivery.  At the Closing, the documents to be delivered by SPSS as
referenced in Article XIII shall be delivered to Jandel.                        

   11.8 Shareholder Approval.  This Agreement and the Merger shall have been
approved and adopted by the Shareholders in accordance with the CGCL and        
the Articles of Incorporation and By-Laws of Jandel.                            

  11.9 Form S-4. The Form S-4 shall have become effective and shall not be
subject to any stop order proceeding.                                           

ARTICLE XII   

CONDITIONS TO OBLIGATIONS OF SPSS AND ACQUISITION   

The obligation of SPSS and Acquisition to consummate the transactions 
contemplated hereby is subject to the satisfaction on or prior to the Closing   
Date of the following conditions:                                               

  12.1 Representations and Warranties.  The representations and warranties
of Jandel shall be materially true and accurate on and as of the Closing Date   
with the same effect as though such representations and warranties had been     
made on and as of such date.                                                    

 12.2 Performance.  Jandel shall have performed in all material respects
all covenants and agreements required by this Agreement to be performed by it   
on or before the Closing Date.                                                  

12.3 Filings; Consents; Waiting Periods.  All registrations, filings, 
applications, notices, transfers, consents, approvals, orders, qualifications,  
waivers and other actions of any kind or otherwise required of any persons or   
governmental authorities or private agencies in connection with the             
consummation of the transactions contemplated by, and the performance by Jandel 

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of its obligations under this Agreement shall have been made or obtained and    
all applicable waiting periods shall have expired or been terminated, in each   
case upon terms and conditions reasonably satisfactory to SPSS.                 

12.4 No Litigation.  No action, suit or proceeding shall have been    
instituted by any person or entity, or threatened by any governmental agency or 
body, before a court or governmental body, to restrain or prevent the           
consummation of the transactions contemplated by, or the performance by Jandel  
of its obligations under, this Agreement or which seeks other relief with       
respect to any of such transactions or which could reasonably be expected to    
have a materially adverse effect on the businesses, results of operations,      
assets, financial condition or prospects of either Jandel or the Subsidiary,    
taken as a whole. At the Closing Date, there shall be no injunction,            
restraining order or decree of any nature of any court or governmental agency   
or body in effect which restrains or prohibits the consummation of the          
transactions contemplated by this Agreement.                                    

  12.5 Legal Opinion.  SPSS shall have received the written opinion, dated
the Closing Date, of Johnston, Horton and Roberts, counsel to Jandel, or other  
counsel reasonably acceptable to SPSS, covering the matters set forth on        
Exhibit E.                                                                      

12.6 Due Diligence Investigation.  SPSS shall have completed a due    
diligence investigation of Jandel and the Subsidiary, the results of which      
shall have been satisfactory to SPSS in its sole discretion.                    

    12.7 Pooling. SPSS shall have received from KPMG Peat Marwick LLP a letter
dated as of the Closing Date, in form and substance reasonably acceptable to    
SPSS, and stating that based on their procedures, no conditions exist which     
would preclude accounting for the transaction as a pooling of interests.  No    
action shall have been taken by any government authority or any statute, rule,  
regulation or order, promulgated or issued by any governmental authority, or    
any proposal made for any such action by any governmental authority which is    
reasonably likely to be put into effect, that would prevent SPSS from           
accounting for the transactions contemplated hereunder as a pooling of          
interests.                                                                      

   12.8 Shareholder Approval.  This Agreement and the Merger shall have been
approved and adopted by the Shareholders in accordance with the CGCL and the    
Articles of Incorporation and By-Laws of Jandel.                                

   12.9 Affiliates and Certain Stockholders.  (a) Prior to the Closing Date,
Jandel shall deliver to SPSS and Acquisition a letter identifying all persons   
who are "affiliates" of Jandel for purposes of applicable interpretations       
regarding the pooling-of-interests method of accounting.  Jandel shall use its  
best efforts                                                                    

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to cause each such person to deliver to SPSS on or prior to the Closing Date a  
written agreement substantially in the form attached as Exhibit F hereto (the   
"Affiliate Letter").  If the Merger would otherwise qualify for                 
pooling-of-interests accounting treatment, the affiliate may not sell, transfer 
or otherwise dispose of any Shares held by such affiliate within thirty (30)    
days prior to the Closing Date and shares of SPSS Common Stock issued to such   
affiliates of Jandel in exchange for Shares of Jandel shall not be transferable 
until such time as financial results covering at least thirty (30) days of      
combined operations of SPSS, Acquisition and Jandel have been published within  
the meaning of Section 201-01 of the SEC's Codification of      Financial       
Reporting Policies, regardless of whether each such affiliate has provided the  
written agreement referred to in this Section 12.9, except to the extent        
permitted by, and in accordance with, Accounting Series Release 135 and Staff   
Accounting Bulletins 65 and 76.  Any Shares of Jandel held by such affiliates   
shall not be transferable, regardless of whether each such affiliate has        
provided the written agreement referred to in this Section 12.9, if such        
transfer, either alone or in the aggregate with other transfers by affiliates,  
would preclude SPSS's ability to account for the business combination to be     
effected by the Merger as a pooling of interests.  Jandel shall not register    
the transfer of any certificate representing capital stock of Jandel, unless    
such transfer is made in compliance with the foregoing.  Jandel has advised, or 
prior to the Closing Date will have advised, the affiliates of the provisions   
of this Section 12.9 and such affiliates have agreed, or prior to the Closing   
Date will have agreed, to abide by the terms of this Section 12.9.              

   12.10 Form S-4. The Form S-4 shall have become effective and shall not be
subject to any stop order proceeding.                                           

  12.11 Delivery.  At the Closing, the documents to be delivered by Jandel
as referenced in Article XIII shall be delivered to SPSS.                       

    12.12 Non-Competition Agreement.  At the Closing, Joseph H.K. Osborn shall
have entered into a Non-Competition Agreement with SPSS, substantially in the   
form attached hereto as Exhibit D.                                              

ARTICLE XIII    

CLOSING DELIVERIES    

The following deliveries shall be made at the Closing:                

   13.1 Books and Records.  Jandel shall have caused to be delivered to SPSS
all of Jandel's and the Subsidiary's books and records, including without       
limitation the stock transfer and minute books and financial records.           

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13.2 Legal Opinion.  Jandel shall cause to be delivered to SPSS and   
Acquisition the written legal opinion of Johnston, Horton and Roberts, counsel  
to Jandel, or other counsel reasonably acceptable to SPSS, covering the matters 
set forth on Exhibit E.                                                         

   13.3 Consents.  Jandel shall deliver to SPSS and Acquisition all consents
and approvals required in connection with the performance by Jandel of its      
obligations under this Agreement and the consummation by Jandel and the         
Subsidiary of the transactions contemplated hereby and thereby.                 

13.4 Closing Certificates.  Jandel shall deliver, or cause to be      
delivered, to SPSS and Acquisition such closing certificates and documents as   
SPSS and its counsel shall reasonably request.                                  

13.5 Charter; Good Standing Certificates.  Jandel shall cause to be   
delivered to SPSS and Acquisition Jandel's Articles of Incorporation, as        
amended to the Closing Date, certified by the Secretary of State of the State   
of California and good standing and tax certificates from the State of          
California and each other jurisdiction in which Jandel is required to be        
qualified.  The Subsidiary shall deliver a certificate or certificates, from    
the customary public officials in Germany, certifying as to similar matters     
under the laws of Germany.                                                      

13.6 Non-Competition Agreement.  A fully executed copy of the         
Non-Competition Agreement shall have been delivered to the respective parties   
thereto in substantially the form attached hereto as Exhibit D.                 

13.7 Resignations of Jandel's Officers and Directors.  Jandel and the 
Subsidiary shall have caused to be delivered to SPSS resignations, operative as 
of the Effective Date, of all the officers and directors of Jandel and the      
Subsidiary.                                                                     

 13.8 Affiliate Letters.  SPSS shall have received an executed Affiliate
Letter from each Jandel Affiliate.                                              

13.9 Escrow Agreement.   A fully executed copy of the Escrow Agreement
shall have been delivered to SPSS and Jandel, (the "Escrow Agreement"),         
substantially in the form attached hereto as Exhibit G.                         

13.10 Performance.  The parties hereto shall have performed in all    
material respects all covenants and agreements required by this Agreement to be 
performed by them on or before the Closing Date.                                

13.11 Further Assurances.  Each party shall deliver, or cause to be   
delivered, all other documents required to be delivered at the Closing by the   
other party and shall take all other actions                                    

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which the other parties may reasonably determine necessary or appropriate in    
order to consummate fully the transactions contemplated hereby.                 

ARTICLE XIV   

SURVIVAL AND INDEMNIFICATION    

14.1 Survival of Representations and Warranties; Covenants.  All      
representations and warranties contained herein or made in writing by any party 
in connection herewith shall survive the Effective Date until the earlier of    
the first anniversary of the Effective Date or the date of release of results   
of the first post-acquisition audit of SPSS (the "Expiration Date").  All       
covenants contained herein shall survive until performed fully.                 

14.2 Indemnification.  (a) Subject to Section 14.2 (c), SPSS and      
Acquisition and their affiliates and the respective officers, directors,        
employees, agents and representatives of each of the foregoing (collectively,   
the "Representatives") shall be indemnified and held harmless from and against  
any and all costs, expenses, losses, claims, damages, penalties, fines,         
liabilities and obligations whenever arising or incurred (including, without    
limitation, amounts paid in settlement, costs of investigation and attorneys'   
fees and expenses) (individually, a "Loss," and collectively, "Losses"),        
arising out of or relating to (i) any breach of any representation or warranty  
set forth herein or in any related schedule, or set forth in any closing        
certificate or other document entered into or delivered in connection with this 
Agreement; (ii) any breach of any covenant, obligation or agreement of Jandel   
contained in this Agreement, or set forth in any closing certificate or other   
document entered into or delivered in connection with this Agreement; (iii) any 
fraudulent representation or intentional misrepresentation on the part of       
Jandel; (iv) any claim or cause of action by any shareholder or employee of     
Jandel arising out of or related to any act or omission of Jandel prior to the  
Effective Date or the transactions contemplated hereby; and (v) any tax         
liability or obligation asserted against SPSS or Acquisition and arising out of 
or related to tax periods ending on or prior to the Effective Date, except as   
reserved for in the manner described in Section 5.26.10, or Jandel's actions or 
omissions.                                                                      

 (b) Subject to Section 14.2 (c), SPSS, Acquisition and their affiliates
and Representatives shall be indemnified and held harmless from and against (i) 
any Taxes of or incurred by either Jandel or the Subsidiary for any taxable     
year or other period the Return for which was filed or due on or before the     
Effective Date; (ii) any Taxes incurred by either Jandel or the Subsidiary for  
any taxable year or other period ending on or prior to the Effective Date, the  
Return for which is filed or due after the Effective                            

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Date, to the extent in excess of the reserve for tax liability (excluding any   
reserve for deferred Taxes established to reflect temporary differences between 
book and tax income) as set forth in its most recent balance sheet contained in 
the Financial Statements, as that reserve is adjusted through the Effective     
Date, in accordance with its and the Subsidiary's past custom and practice;     
(iii) the pro-rata share of any Taxes incurred by either Jandel or the          
Subsidiary for any taxable year or other period beginning before and ending     
after the Effective Date, to the extent in excess of the reserve for tax        
liability (excluding any reserve for deferred taxes established to reflect      
temporary differences between book and tax income) set forth or included in its 
most recent balance sheet contained in the Financial Statements, as that        
reserve is adjusted through the Effective Date, in accordance with its and the  
Subsidiary's past custom and practice; and (iv) all Taxes of any corporation    
other than Jandel or the Subsidiary which was at any time prior to the          
Effective Date a member of an "affiliated group" of corporations that included  
either Jandel or the Subsidiary.  For purposes of this Subparagraph 14.2(b), in 
the case of any taxable period beginning before and ending after the Effective  
Date, for purposes of determining the amount of liability for Taxes             
attributable to the portion of the taxable period ending on or before the       
Effective Date:  (A) in the case of sales, use, payroll or excise Taxes or      
Taxes based upon or related to income, such portion of the taxable period shall 
be deemed to be a separate taxable year and the liability shall be determined   
by taking into account all items of income, gain, loss, deduction or credit on  
a basis consistent with that employed in preparing the federal income tax       
return of Jandel or the Subsidiary for the taxable year ending on the Effective 
Date and the relevant state or local tax return for prior years, and (B) in the 
case of other Taxes, the liability shall equal a pro-rata portion of the        
liability for taxes for the entire taxable period based on the ratio of the     
number of days from the beginning of such taxable period through the Effective  
Date to the total number of days included in such taxable period.               

   (c) Any indemnity to be provided to SPSS and Acquisition pursuant to this
Article XIV (an "Indemnification Payment") shall not exceed an amount equal to  
ten percent (10%) of the Total Shares (the "Cap") and any Indemnification       
Payment to be made to SPSS and Acquisition shall be satisfied solely out of the 
Escrowed Shares. Except as otherwise specifically set forth herein, the         
indemnity provided in this Agreement shall not apply until the cumulative       
amount of all Losses shall exceed $50,000 (Fifty Thousand Dollars) in the       
aggregate (the "Basket").  If the Basket is exceeded, SPSS shall be entitled to 
the excess, if any, of the full amount of all such claims over the Basket,      
subject to the Cap. Notwithstanding the foregoing, the Basket shall not apply   
to the indemnities provided in this Agreement for breach of any confidentiality 
obligation contained herein or in any other closing document, or any fraud,     
willful misconduct, gross negligence or criminal action on the part of Jandel,  
and shall not apply to any                                                      

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liability under Subparagraph 14.2(b) hereof, and notwithstanding anything       
contained or implied in this Agreement, the indemnity obligations set forth     
herein above in this sentence shall survive the Closing without limitation      
except as provided by the applicable statute of limitations (including any      
extension of said statute of limitations).                                      

 14.3 Indemnification by SPSS.  Subject to the Cap, SPSS and Acquisition
agrees to indemnify and hold Jandel and its affiliates and the respective       
officers, directors, employees, agents and representatives of each of the       
foregoing harmless from and against any and all Losses relating to (i) any      
breach of any representation or warranty of either SPSS or Acquisition set      
forth in Article VI hereof or any related schedule, or set forth in any closing 
certificate or other document entered into or delivered by either SPSS or       
Acquisition in connection with this Agreement; (ii) any breach of any covenant, 
obligation or agreement of either SPSS or Acquisition contained in this         
Agreement or in any other closing document; and (iii) any fraudulent            
representation or intentional misrepresentation on the part of either SPSS or   
Acquisition; unless the claim or cause of action with respect thereto arises    
out of or is related to actions or omissions of Jandel prior to the Effective   
Date.                                                                           

14.4 Indemnification Procedure.  (a) An indemnified party under this  
Article XIV shall give prompt written notice to the indemnifying party (when    
and to the extent that the indemnified party has actual knowledge thereof) of   
any condition, event or occurrence or the commencement of any action, suit or   
proceeding for which indemnification may be sought, and through counsel         
reasonably satisfactory to the indemnified party, shall assume the defense      
thereof or other indemnification obligation with respect thereto; provided,     
however, that any indemnified party shall be entitled to participate in any     
such action, suit or proceeding with counsel of its own choice but at its own   
expense; and provided, further, that any indemnified party shall be entitled to 
participate in any such action, suit or proceeding with counsel of its own      
choice at the expense of the indemnifying party, if, under applicable canons of 
ethics, joint representation of the indemnifying party and the indemnified      
party presents a conflict of interest.                                          

    In any event, if the indemnifying party fails to assume the defense within
a reasonable time, the indemnified party may assume such defense or other       
indemnification obligation and the reasonable fees and expenses of its          
attorneys will be covered by the indemnity provided for hereunder.  No action,  
suit or proceeding for which indemnification may be sought shall be compromised 
or settled in any manner which might adversely affect the interests of the      
indemnifying party without the prior written consent of the indemnifying party  
(which shall not be unreasonably withheld); provided, however, that the         
indemnified party may settle                                                    

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any claim or cause of action without the indemnifying party's consent, but in   
such case the indemnifying party shall not be required to reimburse the         
indemnified party for its Losses except and to the extent that a court of       
competent jurisdiction finally determines on appeal that indemnifying party     
must indemnify the indemnified party therefor. Notwithstanding anything in this 
SectionE14.4 to the contrary, the indemnifying party shall not, without the     
prior written consent of the indemnified party, (i) settle or compromise any    
action, suit or proceeding or consent to the entry of any judgment which does   
not include as an unconditional term thereof the delivery by the claimant or    
plaintiff to the indemnified party of a written release from all liability in   
respect of such action, suit or proceeding or (ii) settle or compromise any     
action, suit or proceeding in any manner that may materially and adversely      
affect the indemnified party other than as a result of money damages or other   
money payments.  The indemnifying party shall pay all expenses, including       
attorneys' fees, that may be incurred by any indemnified party in enforcing the 
indemnity provided for hereunder.                                               

 (b) In the case of any proposed or actual assessment of tax liabilities
for which SPSS is entitled to indemnification as provided in Section 14.2(b),   
SPSS shall give written notice as provided in subparagraph (a) hereof and shall 
contest such proposed or actual assessment through the administrative review or 
appeal procedures available under the relevant tax laws and regulations,        
provided, however, that SPSS shall not be required to contest such proposed or  
actual assessment unless the indemnifying party shall first provide an opinion  
of counsel, reasonably acceptable to SPSS, stating that it has a reasonable     
basis for its position.  SPSS shall keep the indemnifying party fully informed  
as to the progress of such contest.  If at any point prior to the termination   
of the administrative review process, the indemnifying party notifies SPSS in   
writing that it is willing to accept a settlement proposed by the IRS with      
respect to such proposed or actual assessment of tax liabilities, SPSS will     
settle the proposed or actual tax assessment, and SPSS shall immediately be     
entitled to indemnification from the indemnifying party.  If the indemnifying   
party never elects to request SPSS to settle and such administrative review     
process is unsuccessful at eliminating the proposed tax, SPSS shall be entitled 
to pay the tax (and any penalties and interest) and be entitled to              
indemnification from the indemnifying party; provided, that if within ten (10)  
days of receipt from SPSS of notice that it is paying the tax, the indemnifying 
party notifies SPSS of its desire to contest the proposed or assessed tax       
deficiency in the courts, the indemnifying party shall be entitled to do so     
provided that (a) if the proposed or actual tax deficiency is contested in tax  
court, the indemnifying party shall pay from its own sources any amount of      
taxes, penalties and interest determined to be due and (b) if the proposed or   
actual tax deficiency is contested by suit for refund in any other court, funds 
shall be provided to SPSS and SPSS shall                                        

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pay the tax and if the outcome of the contest determines that the tax paid      
should be refunded, such refund shall be returned to the indemnifying party.    
Any contest (whether during the administrative review process or otherwise)     
shall be conducted at the sole cost and expense of the indemnifying party.      

    14.5 Arbitration.  Any dispute as to any claims under this Agreement shall
be settled by arbitration in the City of Chicago, Illinois by three             
arbitrators, one of whom shall be appointed by the Shareholders one by SPSS and 
the third of whom shall be appointed by the first two arbitrators.  If either   
party fails to appoint an arbitrator within 20 days of a request in writing by  
the other party to do so or if the first two arbitrators cannot agree on the    
appointment of a third arbitrator within 20 days of their designation, then     
such arbitrator shall be appointed by the Chief Judge of the United States      
District Court for the Northern District of Illinois.  Except as to the         
selection of arbitrators which shall be as set forth above, the arbitration     
shall be conducted promptly and expeditiously in accordance with the commercial 
arbitration rules of the American Arbitration Association so as to enable the   
arbitrators to render an award within 90 days of the commencement of the        
arbitration proceedings.  Judgment upon the award rendered by the arbitrators   
may be entered in any court having jurisdiction thereof.  Each party shall bear 
the expenses of its arbitrator and shall jointly and equally share with the     
other the expenses for the third arbitrator and the arbitration.                

ARTICLE XV    

TERMINATION, AMENDMENT AND WAIVER   

  15.1 Termination.  This Agreement may be terminated at any time prior to
the Effective Date, whether before or after approval by the Shareholders of     
Jandel:                                                                         

 (a) by mutual consent of the Boards of Directors of the parties hereto;

(b) by Jandel or SPSS if a material breach of any provision of this   
Agreement has been committed and such breach is not waived;                     

 (c) by SPSS, if the conditions set forth in Section XI hereof shall not
have been complied with or performed in any material respect and such           
noncompliance or nonperformance shall not have been cured or eliminated (or by  
its nature cannot be cured or eliminated) by Jandel on or before December 31,   
1996; or                                                                        

    (d) by Jandel, if the conditions set forth in Section XII hereof shall not
have been complied with or performed in any                                     

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material respect and such noncompliance or nonperformance shall not have been   
cured or eliminated (or by its nature cannot be cured or eliminated) by SPSS or 
before December 31, 1996; or                                                    

    (e) by either SPSS or Jandel if the Merger shall not have been consummated
on or before December 31, 1996 or such later date as the parties hereto agree   
in writing.                                                                     

    15.2 Effect of Termination.  In the event of termination of this Agreement
as provided above, this Agreement shall hereafter become void and there shall   
be no liability or further obligation on the part of Jandel, SPSS or            
Acquisition or their respective officers or directors, except as set forth in   
Section 10.1 and Section 16.3 and except that nothing herein will relieve any   
party from liability for breach of this Agreement.                              

ARTICLE XVI 

MISCELLANEOUS 

16.1 Amendment and Modification.  Subject to applicable law, this     
Agreement may be amended, modified and supplemented by written agreement of the 
parties.                                                                        

    16.2 Waiver of Compliance.  Any failure of Jandel on the one hand, or SPSS
or Acquisition, on the other, to comply with any obligation herein may be       
expressly waived hereunder, but such waiver shall not operate as a waiver of,   
or estoppel with respect to, any subsequent or other failure.  Any waiver must  
be in writing and duly executed by the appropriate parties.                     

16.3 Expenses.  Whether or not the transactions contemplated by this  
Agreement shall be consummated, the parties hereto agree that all fees and      
expenses incurred by Jandel on the one hand, and SPSS, Acquisition on the       
other, in connection with this Agreement, and the transactions and other        
actions contemplated thereby or taken in connection therewith, shall be borne   
by Jandel and by SPSS, respectively, including, without limitation, all fees of 
counsel and accountants; provided, however, that SPSS agrees to pay the fees    
incurred by KPMG Peat Marwick LLP for the audit of Jandel's financial           
statements.                                                                     

16.4 Notices.  All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have 
been duly given when delivered by hand or by facsimile transmission (receipt    
confirmed), one day after being sent by recognized overnight courier or         
delivery service, freight prepaid, or five days after being mailed, certified   
or registered mail, postage prepaid, return receipt requested:                  

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(a) If to Jandel to:                                                  

Jandel Corporation                              
2591 Kerner Boulevard                           
San Rafael, CA  94901                           
Attention:  President                           

with a copy to:                                 

Johnston, Horton and Roberts                    
1901 Harrison Street, Suite 1500                
Oakland, CA  94612                              
Attention:  James Roberts, Esq.                 

or to such other person or address as Jandel shall furnish to SPSS in writing   
by notice given in the manner set forth in (a) above.                           

(b) If to SPSS or Acquisition, to:                                    

SPSS Inc.                                       
444 North Michigan Avenue                       
Chicago, IL  60611                              
Attention:  Mr. Edward Hamburg                  

with a copy to:                                 

Ross & Hardies                                  
150 North Michigan Avenue, Suite 2500           
Chicago, Illinois  60601                        
Attention:  T. Stephen Dyer, Esq.               

or to such other person or address as SPSS shall furnish to Jandel in writing   
by notice given in the manner set forth above.                                  

    16.5 Assignment.  This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their           
respective successors and permitted assigns, but neither this Agreement nor any 
of the rights, interests or obligations hereunder shall be assigned by any of   
the parties hereto without the prior written consent of the other parties,      
except by operation of law and except that SPSS may assign its rights and       
obligations under this Agreement to any other entity wholly owned by SPSS.  If  
such assignment shall be made by SPSS, the assignee shall be entitled to all of 
the rights and shall assume all of the obligations of SPSS hereunder, provided, 
that SPSS shall remain liable for and guarantee the performance of such         
entity's obligations under this Agreement.                                      

    16.6 Publicity.  Neither Jandel, SPSS nor Acquisition shall make or issue,
or cause to be made or issued, any announcement or written statement concerning 
this Agreement or the trans-                                                    

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actions contemplated hereby for dissemination to the general public,  without   
the prior written consent of the other parties.  This provision shall not       
apply, however, to any announcement or written statement required to be made by 
law, the regulations of any federal or state governmental agency or any stock   
exchange, except that the party required to make such announcement shall,       
whenever practicable, consult with the other party concerning the timing and    
content of such announcement before such announcement is made.                  

16.7 Headings.  The Article and Section headings contained in this    
Agreement are inserted for convenience only and shall not affect in any way the 
meaning or interpretation of this Agreement.                                    

    16.8 Severability.  If any provision of this Agreement shall be determined
to be contrary to law and unenforceable by any court of law, the remaining      
provisions shall be severable and enforceable in accordance with their terms.   

   16.9 Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, without regard to its        
conflicts of law doctrine.  The parties hereto expressly submit themselves to   
the non-exclusive jurisdictions of the State and Federal Courts of Illinois for 
the resolution of any disputes which may arise under or with respect to         
compliance with this Agreement.                                                 

   16.10 Counterparts.  This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of     
which together shall constitute one and the same instrument.                    

    16.11 Third Parties.   Nothing herein shall be construed to confer upon or
give to any party other than the parties hereto and their successors or         
permitted assigns, any rights or remedies under or by reason of this Agreement. 

16.12 Entire Agreement.  This Agreement, including the Exhibits and   
Disclosure Schedule and other schedules hereto, sets forth the entire agreement 
and understanding of the parties hereto in respect of the subject matter        
contained herein, and supersedes all prior agreements, covenants,               
representations or warranties, whether oral or written, by any party hereto.    

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first written above.                  

JANDEL CORPORATION                   SPSS INC.                                  

By:                                  By:                                        
------------------                   ------------------------------       

Title:  President                               Title:                          
---------------                                 ----------------    

               SPSS ACQUISITION INC.

By:   
                              ------------------------------

Title:
                                 ---------------------------

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ANNEX B 

FORM OF 

STOCK PLEDGE AND ESCROW AGREEMENT 

STOCK PLEDGE AND ESCROW AGREEMENT dated as of October 30, 1996
("Escrow Agreement"), by and among Jandel Corporation, a California corporation 
("Jandel"), and SPSS Inc., a Delaware corporation ("SPSS").                     

RECITALS

      WHEREAS, SPSS has entered into an Agreement and Plan of Merger dated
as of October 30, 1996 by and among Jandel, SPSS, and SPSS Acquisition, Inc.    
(the "Agreement and Plan of Merger");                                           

       WHEREAS, the Agreement and Plan of Merger contains certain provisions
relating to indemnification of the parties thereto on the terms and provisions  
set forth in the Agreement and Plan of Merger,                                  

        NOW, THEREFORE, in consideration of the foregoing, the mutual promises
and covenants hereinafter set forth, and other good and valuable consideration, 
the receipt and sufficiency of which is hereby acknowledged, the parties hereto 
agree as follows.                                                               

      1.      Capitalized terms used but not defined herein shall have the
same respective meanings for such terms as set forth in the Agreement and Plan  
of Merger.                                                                      

  2.      Pledge.  To secure the performance of the obligations of
Jandel pursuant to the Agreement and Plan of Merger, under which the            
shareholders of Jandel named on Exhibit A (the "Shareholders") are receiving    
material benefits, and to induce SPSS to enter into the Agreement and Plan of   
Merger, the Shareholders of Jandel are pledging and granting to SPSS a first    
priority security interest in the SPSS Common Stock held by the Shareholders    
and described in Exhibit A by delivering the Shares of SPSS Common Stock        
described on Exhibit A, together with stock powers executed in blank relating   
thereto, to SPSS to hold in escrow under this Agreement.                        

3.      Deposit of Common Stock.                              

           (a)      The Shareholders have this day delivered to SPSS
stock certificate(s) representing the Common Stock, registered in the name of   
the Shareholders, with stock powers executed in blank by the Shareholders (the  
"Escrowed Shares").  The Escrowed Shares shall be held as a trust fund and      
shall not be subject to any lien, attachment, trustee process or any other      
judicial process of any creditor of any party hereto.                           

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                (b)      The Escrowed Shares and stock powers shall be held in
a separate account for the Shareholders (the "Shareholders' Escrow Account") as 
collateral to satisfy any claims for indemnification against Jandel by SPSS     
under the Agreement and Plan of Merger.  The number of Escrowed Shares, if any, 
remaining after any retention made in accordance with this Escrow Agreement and 
the Agreement and Plan of Merger will be delivered to the Shareholders, in      
amounts proportionate to the Shareholders' interest in such Escrowed Shares     
along with the stock powers, promptly (and in any event within thirty (30)      
days) after the earlier of the first anniversary of the Effective Date or the   
date of release of results of the first post-acquisition audit (the "Release    
Event"), except for the aggregate of the (i) number of such Escrowed Shares     
then subject to a bona bide dispute over which SPSS is or may be entitled to    
such Escrowed Shares pursuant to Section 3(c) and (ii) the number of such       
Escrowed Shares which has been transferred to SPSS pursuant to Section 3(c)     
prior to the Release Event to satisfy (a) all undisputed claims for Losses      
under Section 14.2 (a) of the Agreement and Plan of Merger and (b) all events   
requiring indemnification of SPSS and the other indemnified parties under       
Section 14.2 (b) of the Agreement and Plan of Merger.                           

              (c)      In the event of a Loss under Section 14.2(a) of the
Agreement and Plan of Merger or an event requiring indemnification of SPSS and  
the other indemnified parties under Section 14.2(b) of the Agreement and Plan   
of Merger, SPSS shall give the representative of Jandel named herein (the       
"Representative") written notice ("Notice") of such Loss or event setting forth 
in reasonable detail the amount of any such Loss and the basis for such claim.  
Within thirty (30) days after delivery of such Notice, the Representative shall 
deliver to SPSS a written response (the "Response Notice") in which the         
Representative shall either agree that Escrowed Shares having a value equal to  
all or part of the Loss(es) may be released from the Shareholders' Escrow       
Account (the "Agreed Amount") or contest that any of the Escrowed Shares having 
a value equal to all or a part of the Loss(es) may be released from the         
Shareholders' Escrow Account (the "Contested Amount").  Upon receipt of such    
Response Notice, (i) SPSS may deliver Escrowed Shares having a value equal to   
the Agreed Amount (up to the number of Escrowed Shares then available in the    
Shareholders' Escrow Account) to SPSS along with stock powers completed to      
evidence transfer to SPSS of such shares and (ii) SPSS shall hold Escrowed      
Shares having a value equal to the Contested Amount (up to the number of        
Escrowed Shares then available in the Shareholders' Escrow Account) until (A)   
delivery of a copy of a settlement agreement executed by SPSS and the           
Representative setting forth instructions as to the release of Escrowed Shares, 
if any, that shall be made with respect to the Contested Amount or (B) delivery 
of a copy of the final award of the arbitrators selected pursuant to Section    
14.5 of the Agreement and Plan of Merger setting forth instructions as to the   
release of Escrowed Shares, if any, that shall be made with respect to the      
Contested Amount.  At such time, any Escrowed Shares being held because of the  
Contested Amount which are not released to SPSS, shall be released to the       
Shareholders pursuant to Section 3(b) of this Escrow Agreement.                 

              (d)      For purposes of this Escrow Agreement, the value of
the Escrowed Shares shall be deemed to be the value determined pursuant to the  
Agreement and Plan of Merger.                                                   

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4.      Distributions to Shareholders.    Distributions to    
Shareholders shall be made by mailing stock certificates to such holders at     
their respective addresses shown on Exhibit A (or such other address as may be  
provided in writing to SPSS by any such holder).                                

      5.      Holding in Escrow.  SPSS acknowledges the initial receipt of
the Escrowed Shares, the stock power and a copy of this Escrow Agreement and    
agrees to hold the Escrowed Shares and stock power deposited in the             
Shareholders' Escrow Account subject to the terms and conditions of this Escrow 
Agreement.                                                                      

    6.      Dividends and Other Distributions, Voting.  Any securities
distributable in respect of or in exchange for any of the Escrowed Shares,      
whether by way of stock dividends, stock splits or otherwise, shall be          
delivered to SPSS, who shall hold such securities in the Shareholders' Escrow   
Account.  Such securities shall be issued in the name of the Shareholders in    
amounts proportionate to the Shareholders' interest in the Escrowed Shares and  
shall thereafter be considered Escrowed Shares for all purposes hereof.  Any    
cash dividends or property (other than securities) distributable to the         
Shareholders in respect of the Escrowed Shares shall be distributed to the      
Shareholders.  On any matter brought before the SPSS shareholders for a vote,   
the Shareholders shall have the right to vote the Escrowed Shares remaining in  
the Shareholders' Escrow Account pursuant to certificates in their respective   
names.                                                                          

7.      Representative.                                       

               (a)      The Representative shall incur no personal liability
with respect to any action taken or suffered by him in his capacity as          
Representative in reliance upon any document believed by him to be genuinely    
and duly authorized, nor for any other action or inaction except his own        
willful misconduct or negligence.  The Representative may, in all questions     
arising under the Escrow Agreement, rely on the advice of counsel and for       
anything done, omitted or suffered in good faith by the Representative based on 
such advice, the Representative shall not be liable to anyone.  The             
Representative shall be indemnified and saved harmless by the Shareholders from 
all losses, costs and expenses which he may incur as a result of involvement in 
any legal proceeding arising from the performance of his duties hereunder.      

               (b)      In the event of the death or permanent disability of
the Representative, his successor shall be elected by a majority vote of the    
Shareholders, with each Shareholder to be given a vote equal to the number of   
shares set forth opposite such Shareholder's name on Exhibit A.                 

           (c)      The Representative shall have the full power and
authority to represent the Shareholders, and their successors, with respect to  
all matters arising under this Escrow Agreement and all actions taken by the    
Representative hereunder shall be binding upon the                              

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Shareholders, and their successors, as if expressly confirmed and ratified in   
writing by each of them.                                                        

      (d)      All reasonable fees and expenses (including
attorney's fees) incurred by the Representative in connection with his          
performance of his duties hereunder shall be reimbursed to the Representative   
by the Shareholders.  Jandel and SPSS shall not be liable to the Representative 
for any fees, costs, losses and expenses which he may incur whatsoever.         

          (e)      Upon notice in writing delivered to SPSS by the
Representative in respect of Section 7(a), SPSS shall, on the date of release   
of the Escrowed Shares and after satisfaction of all claims of SPSS under the   
Agreement and Plan of Merger and this Agreement, transfer, deliver and assign   
to the Representative, in reimbursement of fees and expenses pursuant to        
Section 7(a) such number of Escrowed Shares held in the Shareholders' Escrow    
Account which have the value equal to the amount to be reimbursed, if, on the   
date of release of the Escrowed Shares and after satisfaction of all claims of  
SPSS under the Agreement and Plan of Merger and this Agreement, Escrowed Shares 
remain in the Shareholders' Escrow Account sufficient to pay the amount to be   
reimbursed.                                                                     

     8.      Termination.     This Escrow Agreement shall terminate upon
the later of the Release Event or the release by SPSS of all of the Escrowed    
Shares in accordance with this Escrow Agreement.                                

      9.      Notices.  Unless otherwise agreed, all notices, instructions
and other communications required or permitted to be given hereunder or         
necessary or convenient in connection herewith shall be in writing and shall be 
deemed to have been duly given when delivered by hand, by facsimile             
transmission (with receipt confirmed, which confirmation may be mechanical) or  
one day after being sent by nationally recognized overnight courier, freight    
prepaid, addressed as follows:                                                  

If to the Representative:                                     

___________________________________             
___________________________________             
___________________________________             
Facsimile Number:  ________________             

with a copy to:                                 

Johnston, Horton and Roberts                    
1901 Harrison Street, Suite 1500                
Oakland, CA  94612                              
Attention:   James Roberts, Esq.                
Facsimile Number:  510-452-2280                 

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If to SPSS Inc.:                                              

SPSS Inc.                                     
444 North Michigan Avenue                     
Chicago, IL  60611                            
Attention:  Mr. Edward Hamburg                
Facsimile Number:  (312)-329-3558             

with a copy to:                               

Ross & Hardies                                
150 North Michigan Avenue, Suite 2500         
Chicago, Illinois  60601                      
Attention:  T. Stephen Dyer, Esq.             
Facsimile Number:  (312) 750-8600             

   10.     Dispute Resolution.  Disputes hereunder shall be resolved
pursuant to arbitration following the procedures set forth in Section 14.5 of   
the Agreement and Plan of Merger.                                               

        11.     Entire Agreement.  This Escrow Agreement and the Agreement and
Plan of Merger constitute the entire agreement among the parties hereto and     
supersede all prior agreements and understandings, oral or written, among the   
parties hereto with respect to the subject matter hereof or thereof.  This      
Escrow Agreement may be amended, modified or revoked only with the express      
written consent of all parties hereto.                                          

   12.     Headings.   The headings in this Escrow Agreement are for
convenience of reference only and shall not limit or otherwise affect the       
meaning hereof.                                                                 

  13.     Governing Law.   THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD  
TO ITS CONFLICTS OF LAW DOCTRINE.  The parties hereto expressly submit          
themselves to the non-exclusive jurisdictions of the State and Federal Courts   
of Illinois for the resolution of any disputes which may arise under or with    
respect to compliance with this Agreement.                                      

      14.     Assignment.  This Escrow Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and 
their respective successors, heirs at law, legatees, administrators, executors, 
other permitted assigns and legal representatives, but neither this Escrow      
Agreement nor any of the rights, interests or obligations hereunder shall be    
assigned by any of the parties hereto without the prior written consent of the  
other parties, except by operation of law and except that SPSS may assign its   
rights and obligations under this Escrow Agreement to any other entity wholly   
owned by SPSS.  If such assignment shall be made by SPSS, the assignee shall be 
entitled to all of the                                                          

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rights and shall assume all of the obligations of SPSS hereunder, provided,     
that SPSS shall remain liable for and guarantee the performance of such         
entity's obligations under this Escrow Agreement.  Any assignment which         
contravenes this Section 11 shall be void ab initio.                            

      15.     Amendment and Modification.  Subject to applicable law, this
Escrow Agreement may be amended, modified and supplemented by written agreement 
of the parties.                                                                 

      16.     Third Parties.   Nothing herein shall be construed to confer
upon or give to any party other than the parties hereto and their successors or 
permitted assigns, any rights or remedies under or by reason of this Escrow     
Agreement.                                                                      

17.     Severability.   If any term or provision hereof or the
application thereof to any circumstance shall be held invalid or unenforceable, 
such term or provision shall be ineffective, but shall not affect in any        
respect whatsoever the validity of the remainder of this Escrow Agreement.      

      18.     Counterparts.   This Escrow Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of     
which together shall constitute one and the same instrument.                    

   19.     Waiver.    No consent or waiver, express or implied, by a
party to or of any breach or default in the performance by any other party of   
its obligations hereunder shall be deemed or construed to be a consent or       
waiver of any other breach or default in the performance by any such other      
party of the same or any other obligations of any such other party hereunder.   
The giving of a consent or a waiver by a party in any one instance shall not    
limit or waive the necessity to obtain such party's consent or waiver in any    
future instance.                                                                

      IN WITNESS WHEREOF, the parties have duly executed this Stock Pledge
and Escrow Agreement as of the day and year first above written.                

         SPSS Inc.

                                        By:_____________________________________
                                        Its:____________________________________

                  Jandel Corporation

                                        By:_____________________________________
                                        Its:____________________________________

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EXHIBIT A 

SHARES PLEDGED

NAME OF SHAREHOLDER                          SHARES OF SPSS COMMON STOCK PLEDGED
-------------------                          -----------------------------------

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ANNEX C   

CORPORATIONS CODE   
TITLE 1. CORPORATIONS   
DIVISION 1. GENERAL CORPORATION LAW   
CHAPTER 13. DISSENTERS' RIGHTS  

Current through 1995 legislation.                                               

Section 1300.  Reorganization or short-form merger; dissenting shares;          
corporate purchase at fair market value; definitions                            

(a) If the approval of the outstanding shares (Section 152) of a
corporation is required for a reorganization under subdivisions (a) and (b) or  
subdivision (e) or (f) of Section 1201, each shareholder of the corporation     
entitled to vote on the transaction and each shareholder of a subsidiary        
corporation in a short-form merger may, by complying with this chapter, require 
the corporation in which the shareholder holds shares to purchase for cash at   
their fair market value the shares owned by the shareholder which are           
dissenting shares as defined in subdivision (b).  The fair market value shall   
be determined as of the day before the first announcement of the terms of the   
proposed reorganization or short-form merger, excluding any appreciation or     
depreciation in consequence of the proposed action, but adjusted for any stock  
split, reverse stock split, or share dividend which becomes effective           
thereafter.                                                                     

   (b) As used in this chapter, "dissenting shares" means shares which
come within all of the following descriptions:                                  

(1) Which were not immediately prior to the reorganization or   
short-form merger either, (A) listed on any national securities exchange        
certified by the Commissioner of Corporations under subdivision (o) of Section  
25100 or (B) listed on the list of OTC margin stocks issued by the Board of     
Governors of the Federal Reserve System, and the notice of meeting of           
shareholders to act upon the reorganization summarizes this section and         
Sections 1301, 1302, 1303 and 1304; provided, however, that this provision does 
not apply to any shares with respect to which there exists any restriction on   
transfer imposed by the corporation or by any law or regulation; and provided,  
further, that this provision does not apply to any class of shares described in 
subparagraph (A) or (B) if demands for payment are filed with respect to 5      
percent or more of the outstanding shares of that class.                        

(2) Which were outstanding on the date for the determination of 
shareholders entitled to vote on the reorganization and (A) were not voted in   
favor of the reorganization or, (B) if described in subparagraph (A) or (B) of  
paragraph (1) (without regard to the provisos in that paragraph), were voted    
against the reorganization, or which were held of record on the effective date  
of a short-form merger; provided, however, that subparagraph (A) rather than    
subparagraph (B) of this paragraph applies in any case where the approval       
required by Section 1201 is sought by written consent rather than at a meeting. 

      (3) Which the dissenting shareholder has demanded that the corporation
purchase at their fair market value, in accordance with Section 1301.           

      (4) Which the dissenting shareholder has submitted for endorsement, in
accordance with Section 1302.                                                   

(c) As used in this chapter, "dissenting shareholder" means the 
recordholder of dissenting shares and includes a transferee of record.          

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CORPORATIONS CODE   
TITLE 1. CORPORATIONS   
DIVISION 1. GENERAL CORPORATION LAW   
CHAPTER 13. DISSENTERS' RIGHTS  

Current through 1995 legislation.                                               

Section 1301.  Notice to holders of dissenting shares in reorganizations;       
demand for purchase; time; contents                                             

(a) If, in the case of a reorganization, any shareholders of a  
corporation have a right under Section 1300, subject to compliance with         
paragraphs (3) and (4) of subdivision (b) thereof, to require the corporation   
to purchase their shares for cash, such corporation shall mail to each such     
shareholder a notice of the approval of the reorganization by its outstanding   
shares (Section 152) within 10 days after the date of such approval,            
accompanied by a copy of Sections 1300, 1302, 1303, 1304 and this section, a    
statement of the price determined by the corporation to represent the fair      
market value of the dissenting shares, and a brief description of the procedure 
to be followed if the shareholder desires to exercise the shareholder's right   
under such sections.  The statement of price constitutes an offer by the        
corporation to purchase at the price stated any dissenting shares as defined in 
subdivision (b) of Section 1300, unless they lose their status as dissenting    
shares under Section 1309.                                                      

 (b) Any shareholder who has a right to require the corporation to
purchase the shareholder's shares for cash under Section 1300, subject to       
compliance with paragraphs (3) and (4) of subdivision (b) thereof, and who      
desires the corporation to purchase such shares shall make written demand upon  
the corporation for the purchase of such shares and payment to the shareholder  
in cash of their fair market value.  The demand is not effective for any        
purpose unless it is received by the corporation or any transfer agent thereof  
(1) in the case of shares described in clause (i) or (ii) of paragraph (1) of   
subdivision (b) of Section 1300 (without regard to the provisos in that         
paragraph), not later than the date of the shareholders' meeting to vote upon   
the reorganization, or (2) in any other case within 30 days after the date on   
which the notice of the approval by the outstanding shares pursuant to          
subdivision (a) or the notice pursuant to subdivision (i) of Section 1110 was   
mailed to the shareholder.                                                      

     (c) The demand shall state the number and class of the shares held of
record by the shareholder which the shareholder demands that the corporation    
purchase and shall contain a statement of what such shareholder claims to be    
the fair market value of those shares as of the day before the announcement of  
the proposed reorganization or short-form merger.  The statement of fair market 
value constitutes an offer by the shareholder to sell the shares at such price. 

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CORPORATIONS CODE   
TITLE 1. CORPORATIONS   
DIVISION 1. GENERAL CORPORATION LAW   
CHAPTER 13. DISSENTERS' RIGHTS  

Current through 1995 legislation.                                               

Section 1302.  Submission of share certificates for endorsement; uncertificated 
securities                                                                      

    Within 30 days after the date on which notice of the approval by the
outstanding shares or the notice pursuant to subdivision (i) of Section 1110    
was mailed to the shareholder, the shareholder shall submit to the corporation  
at its principal office or at the office of any transfer agent thereof, (a) if  
the shares are certificated securities, the shareholder's certificates          
representing any shares which the shareholder demands that the corporation      
purchase, to be stamped or endorsed with a statement that the shares are        
dissenting shares or to be exchanged for certificates of appropriate            
denomination so stamped or endorsed or (b) if the shares are uncertificated     
securities, written notice of the number of shares which the shareholder        
demands that the corporation purchase.  Upon subsequent transfers of the        
dissenting shares on the books of the corporation, the new certificates,        
initial transaction statement, and other written statements issued therefor     
shall bear a like statement together with the name of the original dissenting   
holder of the shares.                                                           

CORPORATIONS CODE   
TITLE 1. CORPORATIONS   
DIVISION 1. GENERAL CORPORATION LAW   
CHAPTER 13. DISSENTERS' RIGHTS  

Current through 1995 legislation.                                               

Section 1303. Payment of agreed price with interest; agreement fixing fair      
market value; filing; time of payment                                           

    (a) If the corporation and the shareholder agree that the shares are
dissenting shares and agree upon the price of the shares, the dissenting        
shareholder is entitled to the agreed price with interest thereon at the legal  
rate on judgments from the date of the agreement.  Any agreements fixing the    
fair market value of any dissenting shares as between the corporation and the   
holders thereof shall be filed with the secretary of the corporation.           

  (b) Subject to the provisions of Section 1306, payment of the fair
market value of dissenting shares shall be made within 30 days after the amount 
thereof has been agreed or within 30 days after any statutory or contractual    
conditions to the reorganization are satisfied, whichever is later, and in the  
case of certificated securities, subject to surrender of the certificates       
therefor, unless provided otherwise by agreement.                               

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CORPORATIONS CODE   
TITLE 1. CORPORATIONS   
DIVISION 1. GENERAL CORPORATION LAW   
CHAPTER 13. DISSENTERS' RIGHTS  

Current through 1995 legislation.                                               

Section 1304.  Action to determine whether shares are dissenting shares or fair 
market value:  limitation; joinder; consolidation; determination of issues;     
appointment of appraisers                                                       

       (a) If the corporation denies that the shares are dissenting shares, or
the corporation and the shareholder fail to agree upon the fair market value of 
the shares, then the shareholder demanding purchase of such shares as           
dissenting shares or any interested corporation, within six months after the    
date on which notice of the approval by the outstanding shares (Section 152) or 
notice pursuant to subdivison (i) of Section 1110 was mailed to the             
shareholder, but not thereafter, may file a complaint in the superior court of  
the proper county praying the court to determine whether the shares are         
dissenting shares or the fair market value of the dissenting shars or both or   
may intervene in any action pending on such a complaint.                        

    (b) Two or more dissenting shareholders may join as plaintiffs or be
joined as defendants in any such action and two or more such actions may be     
consolidated.                                                                   

     (c) On the trial of the action, the court shall determine the issues.
If the status of the shares as dissenting shares is in issue, the court shall   
first determine that issue.  If the fair market value of the dissenting shares  
is in issue, the court shall determine, or shall appoint one or more impartial  
appraisers to determine, the fair market value of the shares.                   

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CORPORATIONS CODE   
TITLE 1. CORPORATIONS   
DIVISION 1. GENERAL CORPORATION LAW   
CHAPTER 13. DISSENTERS' RIGHTS  

Current through 1995 legislation.                                               

Section 1305. Report of appraisers; confirmation; determination by court;       
judgment; payment; appeal; costs                                                

(a) If the court appoints an appraiser or appraisers, they shall
proceed forthwith to determine the fair market value per share.  Within the     
time fixed by the court, the appraisers, or a majority of them, shall make and  
file a report in the office of the clerk of the court.  Thereupon, on the       
motion of any party, the report shall be submitted to the court and considered  
on such evidence as the court considers relevant.  If the court finds the       
report reasonable, the court may confirm it.                                    

     (b) If a majority of the appraisers appointed fail to make and file a
report within 10 days from the date of their appointment or within such further 
time as may be allowed by the court or the report is not confirmed by the court,
the court shall determine the fair market value of the dissenting shares.       

(c) Subject to the provisions of Section 1306, judgment shall be
rendered against the corporation for payment of an amount equal to the fair     
market value of each dissenting share multiplied by the number of dissenting    
shares which any dissenting shareholder who is a party, or who has intervened,  
is entitled to require the corporation to purchase, with interest thereon at    
the legal rate from the date on which judgment was entered.                     

(d) Any such judgment shall be payable forthwith with respect to
uncertificated securities and, with respect to certificated securities, only    
upon the endorsement and delivery to the corporation of the certificates for the
shares described in the judgment.  Any party may appeal from the judgment.      

     (e) The costs of the action, including reasonable compensation to the
appraisers to be fixed by the court, shall be assessed or apportioned as the    
court considers equitable, but, if the appraisal exceeds the price offered by   
the corporation, the corporation shall pay the costs (including in the          
discretion of the court attorneys' fees, fees of expert witnesses and interest  
at the legal rate on judgments from the date of compliance with Sections 1300,  
1301 and 1302 if the value awarded by the court for the shares is more than 125 
percent of the price offered by the corporation under subdivision (a) of        
Section 1301).                                                                  

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CORPORATIONS CODE   
TITLE 1. CORPORATIONS   
DIVISION 1. GENERAL CORPORATION LAW   
CHAPTER 13. DISSENTERS' RIGHTS  

Current through 1995 legislation.                                               

Section 1306. Prevention of immediate payment; status as creditors; interest    

     To the extent that the provisions of Chapter 5 prevent the payment to
any holders of dissenting shares of their fair market value, they shall become  
creditors of the corporation for the amount thereof together with interest at   
the legal rate on judgments until the date of payment, but subordinate to all   
other creditors in any liquidation proceeding, such debt to be payable when     
permissible under the provisions of Chapter 5.                                  

CORPORATIONS CODE   
TITLE 1. CORPORATIONS   
DIVISION 1. GENERAL CORPORATION LAW   
CHAPTER 13. DISSENTERS' RIGHTS  

Current through 1995 legislation.                                               

Section 1307. Dividends on dissenting shares                                    

       Cash dividends declared and paid by the corporation upon the dissenting
shares after the date of approval of the reorganization by the outstanding      
shares (Section 152) and prior to payment for the shares by the corporation     
shall be credited against the total amount to be paid by the corporation        
therefor.                                                                       

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CORPORATIONS CODE   
TITLE 1. CORPORATIONS   
DIVISION 1. GENERAL CORPORATION LAW   
CHAPTER 13. DISSENTERS' RIGHTS  

Current through 1995 legislation.                                               

Section 1308. Rights of dissenting shareholders pending valuation; withdrawal   
of demand for payment                                                           

  Except as expressly limited in this chapter, holders of dissenting
shares continue to have all the rights and privileges incident to their shares, 
until the fair market value of their shares is agreed upon or determined.  A    
dissenting shareholder may not withdraw a demand for payment unless the         
corporation consents thereto.                                                   

CORPORATIONS CODE   
TITLE 1. CORPORATIONS   
DIVISION 1. GENERAL CORPORATION LAW   
CHAPTER 13. DISSENTERS' RIGHTS  

Current through 1995 legislation.                                               

Section 1309. Termination of dissenting share and shareholder status            

Dissenting shares lose their status as dissenting shares and the
holders thereof cease to be dissenting shareholders and cease to be entitled to 
require the corporation to purchase their shares upon the happening of any of   
the following:                                                                  

     (a) The corporation abandons the reorganization.  Upon abandonment of
the reorganization, the corporation shall pay on demand to any dissenting       
shareholder who has initiated proceedings in good faith under this chapter all  
necessary expenses incurred in such proceedings and reasonable attorneys'       
fees.                                                                           

(b) The shares are transferred prior to their submission for    
endorsement in accordance with Section 1302 or are surrendered for conversion   
into shares of another class in accordance with the articles.                   

    (c) The dissenting shareholder and the corporation do not agree upon
the status of the shares as dissenting shares or upon the purchase price of the 
shares, and neither files a complaint or intervenes in a pending action as      
provided in Section 1304, within six months after the date on which notice of   
the approval by the outstanding shares or notice pursuant to subdivision (i) of 
Section 1110 was mailed to the shareholder.                                     

    (d) The dissenting shareholder, with the consent of the corporation,
withdraws the shareholder's demand for purchase of the dissenting shares.       

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CORPORATIONS CODE   
TITLE 1. CORPORATIONS   
DIVISION 1. GENERAL CORPORATION LAW   
CHAPTER 13. DISSENTERS' RIGHTS  

Current through 1995 legislation.                                               

Section 1310. Suspension of right to compensation or valuation proceedings;     
litigation of shareholders' approval                                            

    If litigation is instituted to test the sufficiency or regularity of
the votes of the shareholders in authorizing a reorganization, any proceedings  
under Sections 1304 and 1305 shall be suspended until final determination of    
such litigation.                                                                

CORPORATIONS CODE   
TITLE 1. CORPORATIONS   
DIVISION 1. GENERAL CORPORATION LAW   
CHAPTER 13. DISSENTERS' RIGHTS  

Current through 1995 legislation.                                               

Section 1311. Exempt shares                                                     

      This chapter, except Section 1312, does not apply to classes of shares
whose terms and provisions specifically set forth the amount to be paid in      
respect to such shares in the event of a reorganization or merger.              

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CORPORATIONS CODE   
TITLE 1. CORPORATIONS   
DIVISION 1. GENERAL CORPORATION LAW   
CHAPTER 13. DISSENTERS' RIGHTS  

Current through 1995 legislation.                                               

Section 1312. Right of dissenting shareholder to attack, set aside or rescind   
merger or reorganization; restraining order or injunction; conditions           

      (a) No shareholder of a corporation who has a right under this chapter
to demand payment of cash for the shares held by the shareholder shall have any 
right at law or in equity to attack the validity of the reorganization or       
short-form merger, or to have the reorganization or short-form merger set aside 
or rescinded, except in an action to test whether the number of shares required 
to authorize or approve the reorganization have been legally voted in favor     
thereof; but any holder of shares of a class whose terms and provisions         
specifically set forth the amount to be paid in respect to them in the event of 
a reorganization or short-form merger is entitled to payment in accordance with 
those terms and provisions or, if the principal terms of the reorganization are 
approved pursuant to subdivision (b) of Section 1202, is entitled to payment in 
accordance with the terms and provisions of the approved reorganization.        

     (b) If one of the parties to a reorganization or short-form merger is
directly or indirectly controlled by, or under common control with, another     
party to the reorganization or short-form merger, subdivision (a) shall not     
apply to any shareholder of such party who has not demanded payment of cash for 
such shareholder's shares pursuant to this chapter; but if the shareholder      
institutes any action to attack the validity of the reorganization or           
short-form merger or to have the reorganization or short-form merger set aside  
or rescinded, the shareholder shall not thereafter have any right to demand     
payment of cash for the shareholder's shares pursuant to this chapter.  The     
court in any action attacking the validity of the reorganization or short-form  
merger  or to have the reorganization or short-form merger set aside or         
rescinded shall not restrain or enjoin the consummation of the transaction      
except upon 10 days' prior notice to the corporation and upon a determination by
the court that clearly no other remedy will adequately protect the complaining  
shareholder or the class of shareholders of which such shareholder is a         
memeber.                                                                        

     (c) If one of the parties to a reorganization or short-form merger is
directly or indirectly controlled by, or under common control with, another     
party to the reorganization or short-form merger, in any action to attack the   
validity of the reorganization or short-form merger or to have the              
reorganization or short-form merger set aside or rescinded, (1) a party to a    
reorganization or short-form merger which controls another party to the         
reorganization or short-form merger shall have the burden of proving that the   
transaction is just and reasonable as to the shareholders of the controlled     
party, and (2) a person who controls two or more parties to a reorganization    
shall have the burden of proving that the transaction is just and reasonable as 
to the shareholders of any party so controlled.                                 

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.         Indemnification of Directors and Officers                      

        Delaware General Corporation Law.  The Company has statutory authority
to indemnify the officers and directors.  The applicable provisions of the      
DGCL state that, to the extent such person is successful on the merits          
or otherwise, a corporation may indemnify any person who was or is a party or   
who is threatened to be made a party to any threatened, pending or completed    
action, suit or proceeding, whether civil, criminal, administrative or          
investigative (other than an action by or in the right of the corporation), by  
reason of the fact that he is or was a director, officer, employee or agent of  
the corporation or is or was serving at the request of the corporation as a     
director, officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise ("such Person"), against expenses (including 
attorneys' fees), judgments, fines and amounts paid in settlement, actually and 
reasonably incurred by such Person, if he acted in good faith and in a manner   
he reasonably believed to be in or not opposed to the best interests of the     
corporation and with respect to any criminal action or proceeding, had no       
reasonable cause to believe his conduct was unlawful.  In any threatened,       
pending or completed action by or in the right of the corporation, a            
corporation also may indemnify any such Person for costs actually and           
reasonably incurred by him in connection with that action's defense or          
settlement, if he acted in good faith and in a manner he reasonably believed to 
be in or not opposed to the best interests of the corporation; however, no      
indemnification shall be made with respect to any claim, issue or matter as to  
which such Person shall have been adjudged to be liable to the corporation,     
unless and only to the extent that a court shall determine that such indemnity  
is proper.                                                                      

        Under the applicable provisions of the DGCL, any indemnification shall
be made by the corporation only as authorized in the specific case upon a       
determination that the indemnification of the director, officer, employee or    
agent is proper in the circumstances because he has met the applicable standard 
of conduct.  Such determination shall be made:                                  

  (1)     By the Board of Directors by a majority vote of a quorum
consisting of directors who are not parties to such action, suit or proceeding; 
or                                                                              

      (2)     If such a quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a 
written opinion; or                                                             

      (3)     By the affirmative vote of a majority of the shares entitled
to vote thereon.                                                                

The Company's Certificate of Incorporation provides for       
indemnification to the full extent permitted by the laws of the State of        
Delaware against and with respect to threatened, pending or completed actions,  
suits or proceedings arising from or alleged to arise from, a party's actions   
or omissions as a director, officer, employee or agent of the Company or of any 
subsidiary of the Company or of any other corporation, partnership, joint       
venture, trust or other enterprise which he has served in such capacity at the  
request of the Company if such acts or omissions occurred or were or are        
alleged to have occurred, while said party was a director or officer of the     
Company.                                                                        

II-1  

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Item 21.      Exhibits and Financial Statement Schedules                        

                                                        [Enlarge/Download Table]

                                                                                                Incorporation  
               Location of Document in                                                          by Reference   
Exhibit No.  Sequential Numbering System  Description of Document                               (if applicable)
-----------  ---------------------------  -----------------------                               ---------------
                                                                                                               
2.1                                       Merger Agreement                                      *              

3.1                                       Articles of Incorporation of the Company              **             

3.2                                       By-Laws of the Company                                **             

5.1                                       Opinion of Ross & Hardies regarding legality                         
                                          of shares of Common Stock                                            

8.1                                       Opinion Cooley Godward LLP                                           

10.1                                      Employment Agreement with Jack Noonan                   +            

10.2                                      Agreement with Valletta                               ***            

10.3                                      Agreement between the Company and Prentice Hall       ***            

10.4                                      Software Distribution Agreement between the Company                  
                                          and IBM                                                ***           

10.5                                      HOOPS Agreement                                        ***           

10.6                                      Stockholders Agreement                                 **            

10.7                                      Agreements with CDSC                                   **            

10.8                                      Amended 1991 Stock Option Plan                         **            

10.9                                      SYSTAT Asset Purchase Agreement                        ++            

10.10                                     Employment Agreement with Leland Wilkinson             ++            

10.10                                     Equity Incentive Plan                                  xx            

10.11                                     1994 Bonus Compensation                               +++            

10.12                                     Lease for Chicago, Illinois Office                    +++            

10.13                                     Amendment to Lease for Chicago, Illinois Office       +++            

10.14                                     1995 Equity Incentive Plan                              x            

10.15                                     1995 Bonus Compensation                               xxx            

10.16                                     Lease for Chicago, Illinois Office                    xxx            

15.1                                      Letter re: Unaudited Interim Financial Information   xxxx            

21.1                                      Subsidiaries of the Company                                          

23.1                                      Consent of KPMG Peat Marwick LLP regarding                           
                                          the financial statements of SPSS Inc.                xxxx            

23.2                                      Consent of KPMG Peat Marwick LLP regarding                           
                                          the financial statements of Jandel Corporation       xxxx            

23.3                                      Consent of KPMG Peat Marwick LLP regarding                           
                                          the financial statements of Clear Software, Inc.     xxxx            

23.4                                      Consent of Ross Hardies (Contiuned in Exhibit 15.1)                  

23.5                                      Consent of Cooley Godwind, LLP (contained in                         
                                          Exhibit 8.1)                                                         

27.1                                      Financial Data Schedule Restated for the years                       
                                          ended December 31, 1993, 1994 and 1995.              xxxx            

27.2                                      Financial Data Schedule Restated for 6 months ended                  
                                          June 30, 1995 and June 30, 1996.                     xxxx            

99.1                                      Form of Jandel Corporation Proxy                                     

---------------                                                                 
*       Attached to this  Registration Statement on Form S-4 as Annex A         

**      Previously filed with Amendment No. 2 to Form S-1 Registration          
Statement of SPSS Inc. filed on August 4, 1993 (Registration No.
33-64732)                                                       

***     Previously filed with Amendment No. 1 to Form S-1 Registration          
Statement of SPSS Inc. filed on July 23, 1993 (Registration No. 
33-64732)                                                       

****    Previously filed with Form 10-Q Quarterly Report of SPSS Inc. for the   
    Quarterly period ended September 30, 1993 (Registration No. 0-22194)

+       Previously filed with the Form S-1 Registration Statement of SPSS Inc.  
filed on June 22, 1993 (Registration No. 33-64732)              

++      Previously filed with Amendment No. 2 to the Form S-1 Registration      
   Statement  of SPSS Inc. filed on February 9, 1995 (Registration No.
33-86858)                                                       

+++     Previously cited with Form 10-K Annual Report of SPSS Inc. for the year 
ended December 31, 1994.                                        

x       Previously filed with the Company's 1995 Proxy Statement.               

xx      Previously filed with the Company's 1996 Proxy Statement                

xxx     Previously filed with Form 10-K Annual Report of SPSS Inc. for the year 
ended December 31, 1995                                         

xxxx    Previously filed with the Registration Statement Form S-4 of SPSS Inc.  
filed on November 1, 1996.                                      

Item 22.         Undertakings                                                   

The undersigned registrant hereby undertakes:                 

       (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement; (i) to include 
any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) 
to reflect in the prospectus any facts or events arising after the effective    
date of the registration statement (or the most recent post-effective amendment 
thereof) which, individually or in the aggregate, represent a fundamental       
change in the information set forth in the registration statement, and (iii) to 
include any material information with respect to the plan of distribution not   
previously disclosed in the registration statement or any material change to    
such information in the registration statement.                                 

     (2)     That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to   
be a new registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be a new        
registration statement relating to the securities offered therein, and the      
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.                                                          

  (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the     
termination of the offering.                                                    

   (4)     That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant  
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where    
applicable, each filing of an employee benefit plan's annual report pursuant to 
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by   
reference in the registration statement shall be deemed to be a new             
registration statement relating to the securities offered therein, and the      
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.                                                          

(5)     That prior to any public reoffering of the securities 
registered hereunder through use of a prospectus which is part of this          
registration statement, by any person or party who is deemed to be an           
underwriter within the meaning of Rule 145(c), the issuer undertakes that such  
reoffering prospectus will contain the information called for by the applicable 
registration form with respect to reofferings by persons who may be deemed      
underwriters, in addition to the information called for by the other items of   
the applicable form.                                                            

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(6)     That every prospectus:  (i) that is filed pursuant to 
paragraph (5) immediately preceding, or (ii) that purports to meet the          
requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in   
connection with an offering of securities subject to Rule 415, will be filed as 
a part of an amendment to the registration statement and will not be used until 
such amendment is effective, and that, for purposes of determining any          
liability under the Securities Act of 1933, each such post-effective amendment  
shall be deemed to be a new registration statement relating to the securities   
offered therein, and the offering of such securities at that time shall be      
deemed to be the initial bona fide offering thereof.                            

      (7)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling  
persons of the registrant pursuant to the foregoing provisions, or otherwise,   
the registrant has been advised that in the opinion of the Securities and       
Exchange Commission such indemnification is against public policy as expressed  
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event   
that a claim for indemnification against such liabilities (other than the       
payment by the registrant of expenses incurred or paid by a director, officer   
or controlling person of the registrant in the successful defense of any        
action, suit or proceeding) is asserted by such director, officer or            
controlling person in connection with the securities being registered, the      
registrant will, unless in the opinion of its counsel the matter has been       
settled by controlling precedent, submit to a court of appropriate jurisdiction 
the question whether such indemnification by it is against public policy as     
expressed in the Securities Act of 1933 and will be governed by the final       
adjudication of such issue.                                                     

(8)     To supply by means of a post-effective amendment all  
information concerning a transaction, and the company being acquired involved   
therein, that was not the subject of and included in the registration statement 
when it became effective.                                                       

     (9)     To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual report,  
to security holders that is incorporated by reference in the prospectus and     
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3  
under the Securities Exchange Act of 1934; and, where interim financial         
information required to be presented by Article 3 of Regulation S-X are not set 
forth in the prospectus, to deliver, or cause to be delivered to each person to 
whom the prospectus is sent or given, the latest quarterly report that is       
specifically incorporated by reference in the prospectus to provide such        
interim financial information.                                                  

        (10)    To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, 
within one business day of receipt of such request, and to send the             
incorporated documents by first class mail or other equally prompt means.  This 
includes information contained in documents filed subsequent to the effective   
date of the registration statement through the date of responding to the        
request.                                                                        

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SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its      
behalf by the undersigned, thereunto duly authorized, in the City of Chicago,   
State of Illinois, on October 31, 1996.                                         

SPSS INC.     

     By: /s/ Jack Noonan
                          ----------------------------------
             Jack Noonan
                                       President and Chief Executive Officer

POWER OF ATTORNEY 

  Each person whose signature appears below hereby constitutes and
appoints Jack Noonan and Edward Hamburg, and each of them, the true and lawful  
attorneys-in-fact and agents of the undersigned, with full power of             
substitution and resubstitution, for and in the name, place and stead of the    
undersigned, in any and all capacities, to sign any and all amendments          
(including post-effective amendments) to this Registration Statement, and to    
file the same, with all exhibits thereto, and other documents in connection     
therewith, with the Securities and Exchange Commission, and hereby grants to    
such attorneys-in-fact and agents, and each of them, full power and authority   
to do and perform each and every act and thing requisite and necessary to be    
done in furtherance of the foregoing, as fully to all intents and purposes as   
the undersigned might or could do in person, hereby ratifying and confirming    
all that said attorneys-in-fact and agents, or any of them, or their or his     
substitute or substitutes, may lawfully do or cause to be done by virtue        
hereof.                                                                         

  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the          
capacities indicated on October 31, 1996.                                       

                                                        [Enlarge/Download Table]

                      Signature                                 Title(s)                 
                      ---------                                 --------                 
                                                                                         

                  /s/Norman H. Nie                    Chairman of the Board of Directors 
----------------------------------------------------                                     
                    Norman H. Nie                                                        

                                                      President, Chief Executive Officer 
                   /s/Jack Noonan                     and Director                       
----------------------------------------------------                                     
                     Jack Noonan                                                         

                                                      Senior Vice President, Corporate   
                  /s/Edward Hamburg                   Operations, Chief Financial Officer
----------------------------------------------------  and Secretary                      
                   Edward Hamburg                                                        

                 /s/Robert Brinkmann                  Controller and Assistant Secretary 
----------------------------------------------------  (Chief Accounting Officer)         
                  Robert Brinkmann                                                       

                  /s/Guy de Chazal                    Director                           
----------------------------------------------------                                     
                    Guy de Chazal                                                        

                /s/Bernard Goldstein                  Director                           
----------------------------------------------------                                     
                  Bernard Goldstein                                                      

                /s/Frederic W. Harman                 Director                           
----------------------------------------------------                                     
                 Frederic W. Harman                                                      

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                                                                [Download Table]
                                                                                
                                                                        Director

                   /s/Merritt Lutz                                              
----------------------------------------------------                            
                    Merritt Lutz                                                

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EXHIBIT INDEX 

                                                        [Enlarge/Download Table]

                                                                                                Incorporation  
               Location of Document in                                                          by Reference   
Exhibit No.  Sequential Numbering System  Description of Document                               (if applicable)
-----------  ---------------------------  -----------------------                               ---------------
                                                                                                               

2.1                                       Merger Agreement                                      *              

3.1                                       Articles of Incorporation of the Company              **             

3.2                                       By-Laws of the Company                                **             

5.1                                       Opinion of Ross & Hardies regarding legality                         
                                          of shares of Common Stock                                            

8.1                                       Opinion Cooley Godward LLP                                           

10.1                                      Employment Agreement with Jack Noonan                   +            

10.2                                      Agreement with Valletta                               ***            

10.3                                      Agreement between the Company and Prentice Hall       ***            

10.4                                      Software Distribution Agreement between the Company                  
                                          and IBM                                                ***           

10.5                                      HOOPS Agreement                                        ***           

10.6                                      Stockholders Agreement                                 **            

10.7                                      Agreements with CDSC                                   **            

10.8                                      Amended 1991 Stock Option Plan                         **            

10.9                                      SYSTAT Asset Purchase Agreement                        ++            

10.10                                     Employment Agreement with Leland Wilkinson             ++            

10.10                                     Equity Incentive Plan                                  xx            

10.11                                     1994 Bonus Compensation                               +++            

10.12                                     Lease for Chicago, Illinois Office                    +++            

10.13                                     Amendment to Lease for Chicago, Illinois Office       +++            

10.14                                     1995 Equity Incentive Plan                              x            

10.15                                     1995 Bonus Compensation                               xxx            

10.16                                     Lease for Chicago, Illinois Office                    xxx            

15.1                                      Letter re: Unaudited Interim Financial Information   xxxx            

21.1                                      Subsidiaries of the Company                                          

23.1                                      Consent of KPMG Peat Marwick LLP regarding                           
                                          the financial statements of SPSS Inc.                xxxx            

23.2                                      Consent of KPMG Peat Marwick LLP regarding                           
                                          the financial statements of Jandel Corporation       xxxx            

23.3                                      Consent of KPMG Peat Marwick LLP regarding                           
                                          the financial statements of Clear Software, Inc.     xxxx            

23.4                                      Consent of Ross Hardies (Contiuned in Exhibit 15.1)                  

23.5                                      Consent of Cooley Godwind, LLP (contained in                         
                                          Exhibit 8.1)                                                         

27.1                                      Financial Data Schedule Restated for the years                       
                                          ended December 31, 1993, 1994 and 1995.              xxxx            

27.2                                      Financial Data Schedule Restated for 6 months ended                  
                                          June 30, 1995 and June 30, 1996.                     xxxx            

99.1                                      Form of Jandel Corporation Proxy                                     

---------------                                                                 
*       Attached to this  Registration Statement on Form S-4 as Annex A         

**      Previously filed with Amendment No. 2 to Form S-1 Registration          
Statement of SPSS Inc. filed on August 4, 1993 (Registration No.
33-64732)                                                       

***     Previously filed with Amendment No. 1 to Form S-1 Registration          
Statement of SPSS Inc. filed on July 23, 1993 (Registration No. 
33-64732)                                                       

****    Previously filed with Form 10-Q Quarterly Report of SPSS Inc. for the   
    Quarterly period ended September 30, 1993 (Registration No. 0-22194)

+       Previously filed with the Form S-1 Registration Statement of SPSS Inc.  
filed on June 22, 1993 (Registration No. 33-64732)              

++      Previously filed with Amendment No. 2 to the Form S-1 Registration      
   Statement  of SPSS Inc. filed on February 9, 1995 (Registration No.
33-86858)                                                       

+++     Previously cited with Form 10-K Annual Report of SPSS Inc. for the year 
ended December 31, 1994.                                        

x       Previously filed with the Company's 1995 Proxy Statement.               

xx      Previously filed with the Company's 1996 Proxy Statement                

xxx     Previously filed with Form 10-K Annual Report of SPSS Inc. for the year 
ended December 31, 1995                                         

xxxx    Previously filed with the Registration Statement Form S-4 of SPSS Inc.  
filed on November 1, 1996.                                      

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