Mail Stop 4561

      July 13, 2005

Steven K. Shevick
Senior Vice President, Finance and
Chief Financial Officer
Synopsys, Inc.
700 East Middlefield Road
Mountain View, California 94043
(650) 584-5000

	Re:	Synopsys, Inc.
		Form 10-K: For the Year Ended October 30, 2004
		Filed January 12, 2005
		Form 10-Q: For the Quarterly Period Ended January 31,
2005
		Filed March 10, 2005
      Form 10-Q: For the Quarterly Period Ended April 30, 2005
		Filed June 2, 2005
		File No. 000-19807

Dear Mr. Shevick,

      We have limited our review of your filings to those issues
we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comments are
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.






Form 10-K for the Year Ended October 30, 2004

Item 9A. Controls and Procedures, page 100

1. We note your statements that "There are inherent limitations to
the effectiveness of any system of disclosure controls and
procedures.  Accordingly, even effective disclosure controls and
procedures can only provide reasonable, not absolute, assurance of
achieving their control objectives".  Please revise to state
clearly,
if true, that your disclosure controls and procedures are designed
to
provide reasonable assurance of achieving their objectives and
that
your principal executive officer and principal financial officer
concluded that your disclosure controls and procedures are
effective
at that reasonable assurance level.  In the alternative, remove
the
reference to the level of assurance of your disclosure controls
and
procedures.  Please refer to Section II.F.4 of Management`s
Reports
on Internal Control Over Financial Reporting and Certification of
Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-
8238,
available on our website at .
2. We note your disclosure that your management, including the
Chief
Executive Officer and Chief Financial Officer, concluded that the
Company`s disclosure controls and procedures are effective to
provide
reasonable assurance that the information required to be disclosed
by
the Company in reports that it files under the Exchange Act is
recorded, processed, summarized and reported within the time
periods
specified in the rules and forms of the SEC.  Revise to clarify,
if
true, that your officers concluded that your disclosure controls
and
procedures are also effective to ensure that information required
to
be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your chief executive officer and chief financial
officer,
to allow timely decisions regarding required disclosure.  See
Exchange Act Rule 13a-15(e).

Form 10-Q for the Period Ended January 31, 2005

Note 11. Other Income (Expense), Page 9

3. We note that you corrected an error in accounting for a hedging
transaction and that you reported this correction in the current
period.  Tell us why you believe that the error was not material
to
prior periods, and include your analysis under SAB 99.
Furthermore,
indicate whether the error is material to the current period.
Your
response should address SAB Topic 5(F).  If material to the
estimated
annual amounts for the current period, the error should be
corrected
retroactively.




Form 8-K`s dated February 16, 2005 and May 13, 2005

4. We note your use of a non-GAAP measure in the Form 8-K`s noted
above.  Please note the following observations regarding your non-
GAAP measures:

* We note that you present an entire statement of operations on a
non-GAAP basis.  The effect of this type of presentation creates
more
than one non-GAAP measure.  For example, gross margin and
operating
income are now non-GAAP measures since they exclude "GAAP" items.
As
a result, you would have to explain the usefulness of each of
those
non-GAAP measures that is resulting from your presentation.

* We note that the non-GAAP measure you have presented excludes a
number of recurring items.  Demonstrate the usefulness of the non-
GAAP measure in assessing performance when these recurring items
are
a result of your operations and have contributed to your
performance.
Refer to Question 8, of the Division of Corporation Finance`s June
13, 2003 Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures.  Ensure that you adequately disclose why each
of
the recurring items excluded are not relevant in assessing
performance.

* If you are able to overcome the burden of demonstrating its
usefulness, ensure future uses of non-GAAP measures include all of
the disclosures identified in Regulation G, Item 10 of Regulation
S-X
and the guidance set forth in the Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures.

Form 8-K dated June 8, 2005

5. We note you disclose that the IRS proposed to assess a net tax
deficiency of $476.8 million plus interest.  We also note that you
believe it is probable that additional payments will be made to
resolve the matter, however, you cannot reasonably estimate the
amount of any such additional payments.  Tell us why you do not
have
the ability to estimate a range of loss and record either the
minimum
or the amount within the range.  See paragraph 3 of FIN 14.
Indicate
whether you believe that you will have sufficient information to
accrue an amount in your July 31, 2005 Form 10-Q.


*	*	*	*	*

      As appropriate, please respond to these comments via EDGAR
within 10 business days or tell us when you will provide us with a
response.  Please understand that we may have additional comments
after reviewing your response to our comments.


      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comment on your filing.

      You may contact Steve Williams at (202) 551-3478 if you have
any questions regarding our comments on the financial statements
and
related matters.  Please contact me at (202) 551-3488 with any
other
questions.


							Sincerely,



							Stephen Krikorian
      						Accounting Branch Chief


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Stephen K. Shevick
Synopsys, Inc.
July 13, 2005
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