Item 5.02(b) - Departure of Director

Stephen M. Jennings has resigned from the Company's board of directors. The full text of the Company's press release announcing the resignation of Mr. Jennings as a director, and the board's election of Robert M. Whelan, Jr. as chairman of the board, is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed as part of this report:

Exhibit No. Description

99.1 Press release issued by Aspen Technology, Inc. on January 29, 2013.