content: <PAGE>   1
  
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 9, 1996
  
                                                             FILE NO. 33-________
  
  - --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                           ------------------------------
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                           ------------------------------
  
                               ASPEN TECHNOLOGY, INC.
               (Exact Name of Registrant as Specified in its Charter)
  
  
                  MASSACHUSETTS                                04-2739697
         (State Or Other Jurisdiction Of                    (I.R.S. Employer
         Incorporation Or Organization)                    Identification No.)
  
                         TEN CANAL PARK, CAMBRIDGE, MA 02141
                 (Address of Principal Executive Offices) (Zip Code)
  
                           ------------------------------
  
             ASPEN TECHNOLOGY, INC. 1995 EMPLOYEES' STOCK PURCHASE PLAN
               ASPEN TECHNOLOGY, INC. 1995 DIRECTORS STOCK OPTION PLAN
                    ASPEN TECHNOLOGY, INC. 1995 STOCK OPTION PLAN
                             (Full Titles of the Plans)
  
                           ------------------------------
  
                                  LAWRENCE B. EVANS
                       CHAIRMAN OF THE BOARD OF DIRECTORS AND
                               CHIEF EXECUTIVE OFFICER
                               ASPEN TECHNOLOGY, INC.
                                   Ten Canal Park
                                 Cambridge, MA 02141
                       (Name and address of Agent for Service)
  
  
  
                                   (617) 577-0100
             Telephone Number, Including Area Code, of Agent for Service
  
                           ------------------------------
  
  
                                      Copy to:
  
                               RICHARD M. HARTER, ESQ.
                              BINGHAM, DANA & GOULD LLP
                                 150 Federal Street
                                Boston, MA 02110-1726
                                   (617) 951-8000
  
  <TABLE>
  
                                                    CALCULATION OF REGISTRATION FEE
  ===================================================================================================================
  <CAPTION>
                                                                PROPOSED           PROPOSED
                                             AMOUNT             MAXIMUM             MAXIMUM           AMOUNT OF
         TITLE OF EACH CLASS OF               TO BE          OFFERING PRICE        AGGREGATE         REGISTRATION
      SECURITIES TO BE REGISTERED          REGISTERED          PER SHARE*       OFFERING PRICE*          FEE
  - -------------------------------------------------------------------------------------------------------------------
  <S>                                       <C>                 <C>              <C>                  <C>           
  Common Stock, $.10 par value .....        1,654,685           $65.87           $108,994,101         $37,584.17
  ===================================================================================================================
  
  <FN>
  
  *    The proposed maximum offering price has been calculated in accordance with
       the provisions of Rule 457(h) based on the average of the high and low
       prices reported in the consolidated reporting system on September 5, 1996.
       It is not known how many shares, if any, will be purchased upon exercise of
       options granted under the Plans or at what price such shares will be
       purchased.
  </TABLE>
  
  
  <PAGE>   2
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by Aspen Technology, Inc. (the
  "Registrant") with the Securities and Exchange Commission (the "SEC") are hereby
  incorporated by reference in this Registration Statement: (a) the Registrant's
  Annual Report on Form 10-K for the fiscal year ended June 30, 1995; (b) all
  reports previously filed by the Registrant pursuant to Section 13(a) or 15(d) of
  the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
  end of the Registrant's 1995 fiscal year; and (c) the description of the Common
  Stock contained in the Registrant's registration statement filed with the SEC
  under Section 12(g) of the Exchange Act, including any amendment or report
  filed for the purpose of updating such description.
  
           In addition, all documents subsequently filed by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
  filing of a post-effective amendment which indicate that all securities offered
  hereby have been sold or which deregister all of such securities then remaining
  unsold, shall be deemed to be incorporated by reference into this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS OR COUNSEL
  
           Richard M. Harter, Esq., a partner at the Registrant's legal counsel,
  Bingham, Dana & Gould LLP, is the Clerk of the Registrant and owns a total of
  10,000 shares of Common Stock of the Registrant.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Section 67 of Chapter 156B of the Massachusetts General Laws provides a
  statutory framework covering indemnification of directors and officers against
  liabilities and expenses arising out of legal proceedings brought against them
  by reason of their status or service as directors or officers. In addition,
  Article VII of the Registrant's By-Laws provides for indemnification of
  Directors, officers and employees of the Registrant. Section 67 and the
  Registrant's By-Laws generally provide that a Director, officer or employee of
  the Registrant shall be indemnified by the Registrant for all expenses and
  liabilities of legal proceedings brought against him/her by reason of his/her
  status or service as a Director, officer or employee unless the Director,
  officer or employee is adjudged not to have acted in good faith in the
  reasonable belief that his/her action was in the best interest of the Registrant
  or, to the extent that such matter relates to service with respect to an
  employee benefit plan, in the best interests of the participants or
  beneficiaries of such plan. The Registrant's Restated Articles of Organization
  also incorporate certain provisions permitted under the Massachusetts General
  Laws relating to the liability of Directors. The provisions eliminate a
  Director's liability for monetary damages for a breach of fiduciary duty,
  including gross negligence, except in circumstances involving certain wrongful
  acts, such as the breach of a Director's duty of loyalty or acts or omissions
  not in good faith or which involve intentional misconduct or a knowing violation
  of law or authorization of distributions in violation of the Restated Articles
  of Organization or of loans to officers or Directors of the Registrant or any
  transaction from which the Director derived an improper personal benefit. These
  provisions do not eliminate a Director's duty of care. Moreover, the provisions
  do not apply to claims against a Director for violations of certain laws,
  including federal securities laws.
  
  
  <PAGE>   3
  
  
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  ITEM 8.  EXHIBITS
  
           The following exhibits are filed as part of this Registration
  Statement:
  
             4.1      Restated Articles of Organization of the Registrant,
                      incorporated by reference to Exhibit 3.1 to the Registration
                      Statement on Form S-1 of the Registrant (Registration No.
                      32-88734) filed with the SEC on January 29, 1995.
  
             4.2      By-Laws of Registrant, incorporated by reference to Exhibit
                      3.3 to the Registration Statement on Form S-1 of the
                      Registrant (Registration No. 33-83916) filed with the SEC on
                      September 13, 1994.
  
             4.3      The Registrant's 1995 Employees' Stock Purchase Plan
  
             4.4      The Registrant's 1995 Directors Stock Option Plan.
  
             4.5      The Registrant's 1995 Stock Option Plan
  
               5      Opinion and Consent of Bingham, Dana & Gould LLP, counsel to
                      the Registrant, with respect to the legality of the shares
                      being registered.
  
            23.1      Consent of Arthur Andersen LLP.
  
            23.2      Consent of Bingham, Dana & Gould LLP (included in Exhibit
                      5).
  
              24      Power of Attorney (included in signature page to
                      Registration Statement).
  
  ITEM 9.  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,
           to include any material information with respect to the plan of
           distribution not previously disclosed in this Registration Statement or
           any material change to such information in this Registration Statement;
  
                 (2)    That, for the purpose of determining any liability under
           the Securities Act, 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;
  
                 (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 (the "Securities Act"), each filing of the
           Registrant's annual report pursuant to Section 13(a) or 15(d) of the
           Exchange Act (and, where applicable, each filing of an employee benefit
           plan's annual report pursuant to Section 15(d) of the Exchange Act)
           that is incorporated by reference in the Registration Statement shall
           be deemed to be a new registration statement relating to the securities
           offered 
  
  <PAGE>   4
  
  
            therein, and the offering of such securities at that time shall be
            deemed to be the initial bona fide offering thereof; and
  
                 (5)    Insofar as indemnification for liabilities arising under
           the Securities Act 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 SEC such indemnification is against public policy as
           expressed in the Securities Act 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 and will be governed by the final adjudication of such
           issue.
  
  
  
                    [Remainder of page intentionally left blank]
  
  
  
  <PAGE>   5
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on
  this 5th day of September, 1995.
  
                                          ASPEN TECHNOLOGY, INC.
  
  
                                          By: /s/ Lawrence B. Evans
                                             ------------------------------------
                                                  Lawrence B. Evans, Chairman
  
  
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below hereby appoints Lawrence B.
  Evans, Mary A. Palermo, Joel B. Rosen and Sharon A. Turley and each of them
  severally, acting alone and without the other, his/her true and lawful
  attorney-in-fact with the authority to execute in the name of each such person,
  and to file with the Securities and Exchange Commission, together with any
  exhibits thereto and other documents therewith, any and all amendments
  (including without limitation post-effective amendments) to this Registration
  Statement on Form S-8 necessary or advisable to enable the Registrant to comply
  with the Securities Act of 1933, as amended, and any rules, regulations and
  requirements of the Securities and Exchange Commission in respect thereof, which
  amendments may make such other changes in this Registration Statement as the
  aforesaid attorney-in-fact executing the same deems appropriate.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacity indicated on the 5th day of September, 1996.
  
           SIGNATURE                                TITLE
           ---------                                -----
  
  /s/ Lawrence B. Evans            Chairman of the Board of Directors and Chief
  - -----------------------------    Executive Officer (Principal Executive Officer)
      LAWRENCE B. EVANS                                
  
  /s/ Mary A. Palermo              Executive Vice President (Principal Accounting
  - -----------------------------    Officer and Principal Financial Officer)
      MARY A. PALERMO                                  
  
  /s/ Joseph F. Boston             Director
  - -----------------------------
      JOSEPH F. BOSTON
  
                                   Director
  - -----------------------------
      GRESHAM T. BREBACH, JR.
  
  /s/ Douglas R. Brown             Director
  - -----------------------------
      DOUGLAS R. BROWN
  
  /s/ Joan C. McArdle              Director
  - -----------------------------
      JOAN C. MCARDLE
  
                                   Director
  - -----------------------------
      ALISON ROSS
  
                                   Director
  - -----------------------------
      WILLIAM C. ROUSSEAU
  
  
  
  <PAGE>   6
  
  <TABLE>
  
    
                                       INDEX TO EXHIBITS
  <CAPTION>
  
  
  EXHIBIT NUMBER                      DESCRIPTION                                     SEQUENTIAL PAGE NO.
  - --------------                      -----------                                     -------------------
  
     <S>         <C>                                                                          <C>
      4.1        Restated Articles of Organization of the Registrant, incorporated
                 by reference to Exhibit 3.1 to the Registration Statement on Form
                 S-1 of the Registrant (Registration No. 32-88734) filed with the
                 SEC on January 29, 1995.
  
      4.2        By-Laws of Registrant, incorporated by reference to Exhibit 3.3
                 to the Registration Statement on Form S-1 of the Registrant
                 (Registration No. 33-83916) filed with the SEC on September 13,
                 1994.
  
      4.3        The Registrant's 1995 Employees' Stock Purchase Plan                          
  
      4.4        The Registrant's 1995 Directors Stock Option Plan.                           
  
      4.5        The Registrant's 1995 Stock Option Plan                                      
  
       5         Opinion and Consent of Bingham, Dana & Gould LLP with respect to
                 the legality of the shares being registered.                                 
  
     23.1        Consent of Arthur Andersen LLP.                                              
  
     23.2        Consent of Bingham, Dana & Gould LLP (included in Exhibit 5).
  
      24         Power of Attorney (included in signature page to Registration
                 Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "ASPEN TECHNOLOGY, INC.", "secsgml_size_bytes": 16954}]
metadata_filer: {"company-data": {"conformed-name": "ASPEN TECHNOLOGY INC /MA/", "cik": "0000929940", "assigned-sic": "7371", "irs-number": "042739697", "state-of-incorporation": "MA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11651", "film-number": "96627715"}, "business-address": {"street1": "TEN CANAL PARK", "city": "CAMBRIDGE", "state": "MA", "zip": "02141", "phone": "6175770100"}, "mail-address": {"street1": "TEN CANAL PK", "city": "CAMBRIDGE", "state": "MA", "zip": "02141"}}
text: 1
  
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 9, 1996
  
                                                             FILE NO. 33-________
  
  - --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                           ------------------------------
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                           ------------------------------
  
                               ASPEN TECHNOLOGY, INC.
               (Exact Name of Registrant as Specified in its Charter)
  
                  MASSACHUSETTS                                04-2739697
         (State Or Other Jurisdiction Of                    (I.R.S. Employer
         Incorporation Or Organization)                    Identification No.)
  
                         TEN CANAL PARK, CAMBRIDGE, MA 02141
                 (Address of Principal Executive Offices) (Zip Code)
  
                           ------------------------------
  
             ASPEN TECHNOLOGY, INC. 1995 EMPLOYEES' STOCK PURCHASE PLAN
               ASPEN TECHNOLOGY, INC. 1995 DIRECTORS STOCK OPTION PLAN
                    ASPEN TECHNOLOGY, INC. 1995 STOCK OPTION PLAN
                             (Full Titles of the Plans)
  
                           ------------------------------
  
                                  LAWRENCE B. EVANS
                       CHAIRMAN OF THE BOARD OF DIRECTORS AND
                               CHIEF EXECUTIVE OFFICER
                               ASPEN TECHNOLOGY, INC.
                                   Ten Canal Park
                                 Cambridge, MA 02141
                       (Name and address of Agent for Service)
  
                                   (617) 577-0100
             Telephone Number, Including Area Code, of Agent for Service
  
                           ------------------------------
  
                                      Copy to:
  
                               RICHARD M. HARTER, ESQ.
                              BINGHAM, DANA & GOULD LLP
                                 150 Federal Street
                                Boston, MA 02110-1726
                                   (617) 951-8000
  
                                                    CALCULATION OF REGISTRATION FEE
  ===================================================================================================================
  PROPOSED           PROPOSED
                                             AMOUNT             MAXIMUM             MAXIMUM           AMOUNT OF
         TITLE OF EACH CLASS OF               TO BE          OFFERING PRICE        AGGREGATE         REGISTRATION
      SECURITIES TO BE REGISTERED          REGISTERED          PER SHARE*       OFFERING PRICE*          FEE
  - -------------------------------------------------------------------------------------------------------------------
  Common Stock, $.10 par value .....        1,654,685           $65.87           $108,994,101         $37,584.17
  ===================================================================================================================
  *    The proposed maximum offering price has been calculated in accordance with
       the provisions of Rule 457(h) based on the average of the high and low
       prices reported in the consolidated reporting system on September 5, 1996.
       It is not known how many shares, if any, will be purchased upon exercise of
       options granted under the Plans or at what price such shares will be
       purchased.
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by Aspen Technology, Inc. (the
  "Registrant") with the Securities and Exchange Commission (the "SEC") are hereby
  incorporated by reference in this Registration Statement: (a) the Registrant's
  Annual Report on Form 10-K for the fiscal year ended June 30, 1995; (b) all
  reports previously filed by the Registrant pursuant to Section 13(a) or 15(d) of
  the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
  end of the Registrant's 1995 fiscal year; and (c) the description of the Common
  Stock contained in the Registrant's registration statement filed with the SEC
  under Section 12(g) of the Exchange Act, including any amendment or report
  filed for the purpose of updating such description.
  
           In addition, all documents subsequently filed by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
  filing of a post-effective amendment which indicate that all securities offered
  hereby have been sold or which deregister all of such securities then remaining
  unsold, shall be deemed to be incorporated by reference into this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS OR COUNSEL
  
           Richard M. Harter, Esq., a partner at the Registrant's legal counsel,
  Bingham, Dana & Gould LLP, is the Clerk of the Registrant and owns a total of
  10,000 shares of Common Stock of the Registrant.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Section 67 of Chapter 156B of the Massachusetts General Laws provides a
  statutory framework covering indemnification of directors and officers against
  liabilities and expenses arising out of legal proceedings brought against them
  by reason of their status or service as directors or officers. In addition,
  Article VII of the Registrant's By-Laws provides for indemnification of
  Directors, officers and employees of the Registrant. Section 67 and the
  Registrant's By-Laws generally provide that a Director, officer or employee of
  the Registrant shall be indemnified by the Registrant for all expenses and
  liabilities of legal proceedings brought against him/her by reason of his/her
  status or service as a Director, officer or employee unless the Director,
  officer or employee is adjudged not to have acted in good faith in the
  reasonable belief that his/her action was in the best interest of the Registrant
  or, to the extent that such matter relates to service with respect to an
  employee benefit plan, in the best interests of the participants or
  beneficiaries of such plan. The Registrant's Restated Articles of Organization
  also incorporate certain provisions permitted under the Massachusetts General
  Laws relating to the liability of Directors. The provisions eliminate a
  Director's liability for monetary damages for a breach of fiduciary duty,
  including gross negligence, except in circumstances involving certain wrongful
  acts, such as the breach of a Director's duty of loyalty or acts or omissions
  not in good faith or which involve intentional misconduct or a knowing violation
  of law or authorization of distributions in violation of the Restated Articles
  of Organization or of loans to officers or Directors of the Registrant or any
  transaction from which the Director derived an improper personal benefit. These
  provisions do not eliminate a Director's duty of care. Moreover, the provisions
  do not apply to claims against a Director for violations of certain laws,
  including federal securities laws.
  3
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  ITEM 8.  EXHIBITS
  
           The following exhibits are filed as part of this Registration
  Statement:
  
             4.1      Restated Articles of Organization of the Registrant,
                      incorporated by reference to Exhibit 3.1 to the Registration
                      Statement on Form S-1 of the Registrant (Registration No.
                      32-88734) filed with the SEC on January 29, 1995.
  
             4.2      By-Laws of Registrant, incorporated by reference to Exhibit
                      3.3 to the Registration Statement on Form S-1 of the
                      Registrant (Registration No. 33-83916) filed with the SEC on
                      September 13, 1994.
  
             4.3      The Registrant's 1995 Employees' Stock Purchase Plan
  
             4.4      The Registrant's 1995 Directors Stock Option Plan.
  
             4.5      The Registrant's 1995 Stock Option Plan
  
               5      Opinion and Consent of Bingham, Dana & Gould LLP, counsel to
                      the Registrant, with respect to the legality of the shares
                      being registered.
  
            23.1      Consent of Arthur Andersen LLP.
  
            23.2      Consent of Bingham, Dana & Gould LLP (included in Exhibit
                      5).
  
              24      Power of Attorney (included in signature page to
                      Registration Statement).
  
  ITEM 9.  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,
           to include any material information with respect to the plan of
           distribution not previously disclosed in this Registration Statement or
           any material change to such information in this Registration Statement;
  
                 (2)    That, for the purpose of determining any liability under
           the Securities Act, 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;
  
                 (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 (the "Securities Act"), each filing of the
           Registrant's annual report pursuant to Section 13(a) or 15(d) of the
           Exchange Act (and, where applicable, each filing of an employee benefit
           plan's annual report pursuant to Section 15(d) of the Exchange Act)
           that is incorporated by reference in the Registration Statement shall
           be deemed to be a new registration statement relating to the securities
           offered
  4
  
            therein, and the offering of such securities at that time shall be
            deemed to be the initial bona fide offering thereof; and
  
                 (5)    Insofar as indemnification for liabilities arising under
           the Securities Act 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 SEC such indemnification is against public policy as
           expressed in the Securities Act 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 and will be governed by the final adjudication of such
           issue.
  
                    [Remainder of page intentionally left blank]
  5
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on
  this 5th day of September, 1995.
  
                                          ASPEN TECHNOLOGY, INC.
  
                                          By: /s/ Lawrence B. Evans
                                             ------------------------------------
                                                  Lawrence B. Evans, Chairman
  
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below hereby appoints Lawrence B.
  Evans, Mary A. Palermo, Joel B. Rosen and Sharon A. Turley and each of them
  severally, acting alone and without the other, his/her true and lawful
  attorney-in-fact with the authority to execute in the name of each such person,
  and to file with the Securities and Exchange Commission, together with any
  exhibits thereto and other documents therewith, any and all amendments
  (including without limitation post-effective amendments) to this Registration
  Statement on Form S-8 necessary or advisable to enable the Registrant to comply
  with the Securities Act of 1933, as amended, and any rules, regulations and
  requirements of the Securities and Exchange Commission in respect thereof, which
  amendments may make such other changes in this Registration Statement as the
  aforesaid attorney-in-fact executing the same deems appropriate.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacity indicated on the 5th day of September, 1996.
  
           SIGNATURE                                TITLE
           ---------                                -----
  
  /s/ Lawrence B. Evans            Chairman of the Board of Directors and Chief
  - -----------------------------    Executive Officer (Principal Executive Officer)
      LAWRENCE B. EVANS                                
  
  /s/ Mary A. Palermo              Executive Vice President (Principal Accounting
  - -----------------------------    Officer and Principal Financial Officer)
      MARY A. PALERMO                                  
  
  /s/ Joseph F. Boston             Director
  - -----------------------------
      JOSEPH F. BOSTON
  
                                   Director
  - -----------------------------
      GRESHAM T. BREBACH, JR.
  
  /s/ Douglas R. Brown             Director
  - -----------------------------
      DOUGLAS R. BROWN
  
  /s/ Joan C. McArdle              Director
  - -----------------------------
      JOAN C. MCARDLE
  
                                   Director
  - -----------------------------
      ALISON ROSS
  
                                   Director
  - -----------------------------
      WILLIAM C. ROUSSEAU
  6
  
    
                                       INDEX TO EXHIBITS
  EXHIBIT NUMBER                      DESCRIPTION                                     SEQUENTIAL PAGE NO.
  - --------------                      -----------                                     -------------------
  4.1        Restated Articles of Organization of the Registrant, incorporated
                 by reference to Exhibit 3.1 to the Registration Statement on Form
                 S-1 of the Registrant (Registration No. 32-88734) filed with the
                 SEC on January 29, 1995.
  
      4.2        By-Laws of Registrant, incorporated by reference to Exhibit 3.3
                 to the Registration Statement on Form S-1 of the Registrant
                 (Registration No. 33-83916) filed with the SEC on September 13,
                 1994.
  
      4.3        The Registrant's 1995 Employees' Stock Purchase Plan                          
  
      4.4        The Registrant's 1995 Directors Stock Option Plan.                           
  
      4.5        The Registrant's 1995 Stock Option Plan                                      
  
       5         Opinion and Consent of Bingham, Dana & Gould LLP with respect to
                 the legality of the shares being registered.                                 
  
     23.1        Consent of Arthur Andersen LLP.                                              
  
     23.2        Consent of Bingham, Dana & Gould LLP (included in Exhibit 5).
  
      24         Power of Attorney (included in signature page to Registration
                 Statement).