Room 4561
						   June 7, 2006

James E. Cashman, III
President and Chief Executive Officer
Ansys, Inc.
275 Technology Drive
Canonsburg, PA 15317

Re:	Ansys, Inc.
	Form 10-K/A for the Fiscal Year Ended December 31, 2005
	Filed March 31, 2006
	Form 8-K Filed April 27, 2006
	File no. 0-20853

Dear Mr. Cashman:

      We have reviewed your response letter dated May 22, 2006 and
have the following 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 comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In our comment, we 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 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/A for the Fiscal Year Ended December 31, 2005

Note 17:  Subsequent Event
1. We note your response to comment no. 4 of our letter dated May
10,
2006 where you indicate that the Company intends to file the Form
8-
K/A within the time periods specified in the Commission`s rules
for
Form 8-K.  Please keep in mind that the Staff cannot clear our
current review of the Company`s Form 10-K until we have an
opportunity to review your Form 8-K/A.

Form 8-K Filed April 27, 2006
2. We note your response to comments no. 5 & 6 in our letter dated
May 10, 2006 and your proposed revised disclosure.  We have
reviewed
your response and we continue to question how your current
presentation of a full non-GAAP Statement of Income complies with
Item 100(b) of Regulation G.  The Staff does not believe this
presentation is appropriate.  We understand that the Company`s
intent
was to show their reconciliation for the numerator and denominator
used in the calculation of non-GAAP operating profit margin,
however,
by doing so you created several non-GAAP disclosures (i.e. non-
GAAP
cost of software licenses, non-GAAP selling and marketing expense,
non-GAAP research and development expense, non-GAAP general and
administrative expense, etc.).  Each line item, sub-total or
total,
for which an adjustment has been made represents a separate non-
GAAP
measure that must be separately identified and addressed in the
accompanying disclosure.  See Items 10(e)(1)(i)(C), 10(e)(1)(i)(D)
and 10(e)(2) of Regulation S-K.  Your disclosures should be
revised
to include the requirements of Item 10(e)(1)(i)(C) and (D) of
Regulation S-K and Question 8 of the related FAQ for each of the
non-
GAAP measures presented.  Alternatively, the reconciliation
requirements of Item 10(e) can be achieved by providing the
reconciliation of non-GAAP total operating income to GAAP
operating
income used in the computation of non-GAAP operating profit
margin.
Please explain how you intend to comply with the requirements of
Item
10(e) of Regulation S-K and Regulation G and include an example of
your proposed future disclosures.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

      You may contact Kari Jin, Staff Accountant, at (202) 551-
3481
or me at (202) 551-3730 if you have questions regarding these
comments.


Sincerely,


      Kathleen Collins
      Accounting Branch Chief
Mr. James E. Cashman, III
Ansys, Inc.
June 7, 2006
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