[Goodwin Procter LLP Letterhead]

June 10, 2009

VIA EDGAR AND FEDERAL EXPRESS

Ms. Kathleen Collins

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

Re:	ANSYS, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed on February 27, 2009

Form 10-Q for the Fiscal Quarter Ended March 31, 2009

Filed on May 8, 2009

File No. 000-20853                                                                         

Dear Ms. Collins:

This letter is submitted on behalf of ANSYS, Inc. (the “Company”) in connection with the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Annual Report on Form 10-K filed on February 27, 2009 and Quarterly Report on Form 10-Q filed on May 8, 2009 (file no. 000-20853), as set forth in your letter dated June 8, 2009 to Maria T. Shields, Chief Financial Officer of the Company (the “Comment Letter”).

For the reasons outlined in our conversation with the Staff, the Company hereby requests a deferral of the date for the Company’s response to the Comment Letter to July 6, 2009. Based on our telephone conversation, I believe that the Company’s proposal will be acceptable to the Staff. If there are questions or concerns about the Company’s request after review of this letter, please do not hesitate to contact me by telephone at (617) 570-1633 or by facsimile at (617) 523-1231.

 

Very truly yours,

/s/ Joseph L. Johnson III, Esq.

Joseph L. Johnson III, Esq.

Goodwin Procter LLP

 

cc:	Sheila S. DiNardo

ANSYS, Inc.