UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act 1934
(Amendment No.1)
ASPEN TECHNOLOGY INC
------------------------
(Name of Issuer)
COMMON
------
(Title of Class of Securities)
045327103
---------
(CUSIP Number)
Calendar Year 2003
--------
(Date of Event Which Requires Filing of this Statement)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT
TO WHICH THIS SCHEDULE IS FILED:
[X] RULE 13D-1(b)
[ ] RULE 13D-1(c)
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1. Names of Reporting Persons
I.R.S. Identification No. of above person
RUTABAGA CAPITAL MANAGEMENT
I.R.S. Identification No.: 04-3451870
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2. Check the Appropriate Box if a Member of a Group
(a)[ ]
(b)[ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Massachusetts
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5. Sole Voting Power
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY 6. Shared Voting Power
EACH
REPORTING 0
PERSON
WITH 7. Sole Dispositive Power
0
8. Shared Dispositive Power
0
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9. Aggregate Amount Beneficially Owned by Each
Reporting Person
0
10. Check if the aggregate Amount in Row (9)
Excludes Certain Shares [ ]
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11. Percent of Class Represented by Amount in Row (9)
0%
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12. Type of Reporting Person
IA
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Item 1(a). NAME OF ISSUER
Aspen Technology Inc
Item 1(b). ADDRESS OF PRINCIPAL OFFICES
Ten Canal Park
Cambridge, MA 02141
Item 2(a). NAME OF PERSON FILING
Rutabaga Capital Management
Item 2(b). ADDRESS OF PRINCIPAL OFFICES
64 Broad Street, 3rd Floor, Boston, MA 02109
Item 2(c). Citizenship
MASSACHUSETTS
Item 2(d). TITLE OF CLASS OF SECURITIES
COMMON STOCK
Item 2(e). CUSIP NUMBER
045327103
Item 3. IF THIS STATEMENT IS BEING FILED PURSUANT TO
RULE 13d-1(b), or 13d-2(b) OR (c), CHECK WHETHER THE
PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15
of the Act(15 U.S.C 780);
(b) [ ] Bank as defined in Section 3(a)(6) of the
Act(15 U.S.C 78c);
(c) [ ] insurance company as defined in Section
3(a)(19) of the Act(15 U.S.C 78c);
(d) [ ] Investment company registered under Section 8
of the Investment Company Act of 1940(15 U.S.C.
80a-8);
(e) [X] An investment adviser in accordance with
section 240.13d-1(b)(I)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in
accordance with 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in in Section
3(b) of the Federal Deposit Insurance Act(12 U.S.C
1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company under
Section3(c)(14) of the Investment Company Act of
1940(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to 13d-1(c), check
this box. [ ]
Item 4. OWNERSHIP
Provide the following information regarding the
aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 0
----------------------
(b) Percent of class: 0%
-------------------------------
(c) Number of Shares as to which person has:
(i) Sole power to vote or direct the vote: 0
--------
(ii) Shared power to vote or to direct the vote:
0
--------
(iii) Sole power to dispose or to direct the
disposition of: 0
---------
(iv) Shared power to dispose or to direct the
disposition of: 0
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
[X]
Not Applicable
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON.
Not Applicable
Item 7. IDENTIFIACTION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH AQUIRED THE SECURITY BEING REPORTED ON
BY THE PARENT HOLDING COMPANY.
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
A GROUP.
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
Item 10. CERTIFICATION
By signing below I certify that, to the best of my
knowledge and belief, the securities referred above were
not acquired or held for the purpose of or with the
effect of changing or influencing the control of the
issuer of the securities and were not acquired and are
not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: January 6, 2004
Rutabaga Capital Management
By: /s/ Dana Cohen
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Dana Cohen, Principal
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