SEC Filing | ANSYS, Inc.

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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549



                            FORM 10-Q
                                
                                
 (Mark One)
  X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
                                   
          For the quarterly period ended September 30, 1997
                                   
                                  OR
                                   
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934
                                   
                   Commission file number:  0-20853
                                   
                             ANSYS, Inc.
        (exact name of registrant as specified in its charter)
                                   
               DELAWARE                    04-3219960
      (State or other jurisdiction of    (IRS Employer
       incorporation or organization)     Identification No.)
       
       275 Technology Drive, Canonsburg, PA            15317
       (Address of principal executive offices)      (Zip Code)
                                   
                             412-746-3304
         (Registrant's telephone number, including area code)
                                   
       Indicate by a check mark whether the registrant (1) has
       filed all reports required to be filed by Section 13 or
       15(d) of the Securities Exchange Act of 1934 during the
       preceding 12 months (or for such shorter period that the
       registrant was required to file such reports), and (2)
       has been subject to such filing requirements for the
       past 90 days.
       Yes  X     No
           ___    ___
       
       The number of shares of the Registrant's Common Stock,
       par value $.01 per share, outstanding as of November
       11, 1997 was 16,284,684 shares.




                                
                                
                  ANSYS, INC. AND SUBSIDIARIES


                              INDEX


                                                      Page No.
 PART I.       FINANCIAL INFORMATION                 ----------
                                                         
Item 1.        Financial Statements                      
                                                         
               Condensed Consolidated Balance Sheets -     1
               September 30, 1997 and December 31, 1996
                                                         
               Condensed Consolidated Statements of         
               Income - Three and Nine Months Ended        2
               September 30, 1997 and September 30,
               1996
                                                         
               Condensed Consolidated Statements of         
               Cash Flows - Nine Months Ended September    3
               30, 1997 and September 30, 1996
                                                         
               Notes to Condensed Consolidated             4
               Financial Statements
                                                         
               Review Report of Independent Accountants    5
                                                         
Item 2.        Management's Discussion and Analysis of      
               Financial Condition and Results of         6-10
               Operations
                                                            
                                                            
PART II.       OTHER INFORMATION                            
                                                            
Item 2.        Changes in Securities                       11
                                                            
Item 4.        Submission of Matters to a Vote of          11
               Security Holders
                                                            
Item 6.        Exhibits and Reports on Form 8-K            11
                                                            
SIGNATURES                                                 12
                                                         
EXHIBIT INDEX                                              13




Trademarks used in this Form 10-Q: ANSYS(r) and DesignSpace(r) are
registered trademarks of SAS IP, Inc., a wholly-owned subsidiary
of ANSYS, Inc.


                                
                         PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements:
                          ANSYS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (in thousands, except share information)

                                                   Sept.30,      Dec.31,
                                                     1997         1996
                                                  -----------   ---------
                     ASSETS                       (unaudited)       
Current assets:                                                     
Cash and cash equivalents                           $  14,511   $  17,069
Short-term investments                                 10,441           -
Accounts receivable, less allowance for doubtful                         
accounts of $1,600 in 1997 and $950 in 1996             6,573       7,307
Other current assets                                    1,679         350
Deferred income taxes                                     427         422
                                                  -----------   ---------
          Total current assets                         33,631      25,148
Securities available for sale                             370         673
Property and equipment, net                             5,088       4,334
Capitalized software costs, net of accumulated                           
amortization of $15,441 in 1997 and $14,328 in                           
1996                                                      290       1,174
Goodwill, net of accumulated amortization of                             
$14,671 in 1997 and $13,652 in 1996                         -       1,019
Other intangibles, net                                  1,470       1,756
Deferred income taxes                                   9,275       9,327
                                                  -----------   ---------
          Total assets                              $  50,124   $  43,431
                                                  ===========   =========
      LIABILITIES AND STOCKHOLDERS' EQUITY                          
Current liabilities:                                                
Accounts payable                                    $     155   $     486
Accrued bonuses                                         1,412       2,281
Accrued pension and profit sharing                        825          11
Other accrued expenses and liabilities                  1,764       1,690
Accrued income taxes payable                                -         677
Customer prepayments                                    1,011       1,447
Deferred revenue                                        7,171       3,865
                                                  -----------   ---------
          Total liabilities                            12,338      10,457
Stockholders' equity:                                                    
Preferred stock, $.01 par value, 2,000,000                               
shares authorized                                           -           -
Common stock, $.01 par value; 50,000,000 shares                          
authorized; 16,356,884 shares issued in 1997 and                         
16,228,985 shares issued in 1996                          164         162
Additional paid-in capital                             36,084      35,755
Less treasury stock, at cost:  74,450 shares                             
held in 1997 and 71,600 shares held in 1996              (12)        (12)
Retained earnings (deficit)                             1,580     (3,073)
Unrealized appreciation in securities available                          
for sale, net                                             244         444
Notes receivable from stockholders                      (274)       (302)
                                                     -----------   ---------
  Total stockholders' equity                           37,786      32,974
                                                     -----------   ---------
   Total liabilities and stockholders' equity        $ 50,124    $ 43,431
                                                    ===========  =========
    The accompanying notes are an integral part of the condensed consolidated
                              financial statements.



                          ANSYS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                 (in thousands, except share and per share data)
                                   (Unaudited)
                                        

                                                                                           
                                            Three months ended         Nine months ended
                                          ------------------------   ----------------------
                                          Sept. 30,      Sept. 30,   Sept. 30,    Sept. 30,
                                             1997          1996         1997        1996
                                          ----------    ----------   ----------  ----------
                                                                         
 Revenue:                                                                                  
     Software licenses                      $  7,309      $ 10,206     $ 25,249    $ 27,428
     Maintenance and service                   4,180         2,455       10,811       7,305
                                          ----------    ----------    ---------   ---------
      Total revenue                           11,489        12,661       36,060      34,733
                                                                                           
 Cost of sales:                                                                            
     Software licenses                           669           828        2,024       2,310
     Maintenance and service                     595           575        1,757       1,827
                                           ---------     ---------    ---------   ---------
      Total cost of sales                      1,264         1,403        3,781       4,137
                                           ---------     ---------    ---------   ---------
 Gross profit                                 10,225        11,258       32,279      30,596
                                                                                           
 Operating expenses:                                                                       
     Selling and marketing                     2,746         2,733        8,470       7,180
     Research and development                  2,538         2,561        8,341       7,240
     Amortization                                177         2,670        2,607       8,104
     General and administrative                2,260         1,999        6,124       5,655
                                           ---------     ---------    ---------   ---------
      Total operating expenses                 7,721         9,963       25,542      28,179
                                           ---------     ---------    ---------   ---------
 Operating income                              2,504         1,295        6,737       2,417
                                                                                           
 Interest expense                                  -             -            -     (1,669)
 Other income                                    225           406          646         561
                                           ---------     ---------    ---------   ---------
 Income before income tax provision                                                        
     and extraordinary item                    2,729         1,701        7,383       1,309
                                                                                           
 Income tax provision                          1,010           635        2,730         485
                                           ---------     ---------    ---------   ---------
 Net income before extraordinary item          1,719         1,066        4,653         824
                                                                                           
 Extraordinary item, net                           -             -            -       (343)
                                           ---------     ---------    ---------   ---------
 Net income                                 $  1,719      $  1,066     $  4,653    $    481
                                          ==========    ==========   ==========   =========
                                                                                           
 Net income applicable to common stock:                                                    
     Net income                             $  1,719      $  1,066     $  4,653    $    481
     Redeemable preferred stock dividends          -             -            -       (236)
                                           ---------     ---------    ---------   ---------
                                            $  1,719      $  1,066     $  4,653    $    245
                                          ==========    ==========   ==========   =========
 Net income per common share:                                                              
     Net income before                                                                     
       extraordinary item                   $   0.10      $   0.06     $   0.28    $   0.04
     Extraordinary item                     $      -      $      -     $      -    $ (0.02)
                                           ---------     ---------    ---------   ---------
     Net income                             $   0.10      $   0.06     $   0.28    $   0.02
                                           =========     =========    =========   =========
 Shares used in computing per common                                                       
     share amounts                        16,758,000    16,700,000   16,671,000  14,573,000
                                          ==========    ==========   ==========  ==========

    The accompanying notes are an integral part of the condensed consolidated
                              financial statements.

                                        
                                        
                          ANSYS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)

                                                           Nine months ended
                                                         ------------------
                                                         Sept. 30,   Sept. 30,
                                                           1997        1996
                                                         ---------   ---------
  Cash flows from operating activities:                              
  Net income                                             $   4,653   $     481
  Adjustments to reconcile net income to net cash                             
  provided by operating activities:
        Depreciation and amortization                        3,600       8,913
        Extraordinary item                                       -         553
        Deferred income taxes                                  150     (2,381)
        Provision for bad debts                                650          47
  Change in operating assets and  liabilities:                                
        Accounts receivable                                     85     (4,136)
        Income taxes                                         (685)       1,497
        Other current assets                                 (644)        (90)
        Accounts payable, accrued expenses and                                
         liabilities and customer prepayments              (1,425)          20
        Deferred revenue                                     3,305       (178)
                                                         ---------   ---------
           Net cash provided by operating activities         9,689       4,726
                                                         ---------   ---------
  Cash flows from investing activities:                                       
        Capital expenditures                               (1,935)     (1,542)
        Capitalization of internally developed software      
         costs                                               (229)       (117)
        Purchase of short-term investments                (10,442)           -
        Notes receivable from stockholders                       -          32
                                                         ---------   ---------
           Net cash used in investing activities          (12,606)     (1,627)
                                                         ---------   ---------
  Cash flows from financing activities:                                       
        Payments on long-term debt                               -    (21,000)
        Proceeds from issuance of  restricted stock              -         326
        Proceeds from issuance of common stock under                          
         employee stock purchase plan                          125           -
        Proceeds from exercise of stock options                206         113
        Repayment of stockholder notes                          28           -
        Repayment of  subordinated notes                         -    (17,204)
        Redemption of preferred stock and accumulated                         
         dividends                                               -     (5,128)
        Purchase of treasury stock                               -         (2)
        Proceeds from initial public offering, net of                         
         issuance costs of $1,250                                -      41,015
                                                         ---------   ---------
           Net cash provided by (used in) financing                           
             activities                                        359     (1,880)
                                                         ---------   ---------
  Net (decrease) increase in cash and cash equivalents     (2,558)       1,219
  Cash and cash equivalents, beginning of period            17,069       8,091
                                                         ---------   ---------
  Cash and cash equivalents, end of  period              $  14,511    $  9,310
                                                         =========   =========
  Supplemental disclosures of cash flow information:                          
    Cash paid during the period for:                                          
      Interest                                                   -      $2,848
      Income taxes                                          $3,380       1,136
  Supplemental non cash investing and financing                               
   activities:
      Decrease in securities available for sale              (200)         915

    The accompanying notes are an integral part of the condensed consolidated
                              financial statements.
                                
                                
                                
                                
                                
                                
                  ANSYS, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       SEPTEMBER 30, 1997
                           (UNAUDITED)


1.         BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial
statements included herein have been prepared by ANSYS, Inc. (the
"Company") in accordance with generally accepted accounting
principles for interim financial information for commercial and
industrial companies and the instructions to Form 10-Q and Rule
10-01 of Regulation S-X.  The financial statements as of and for
the three and nine months ended September 30, 1997 should be read
in conjunction with the Company's consolidated financial
statements (and notes thereto) included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996.
Accordingly, the accompanying statements do not include all of
the information and footnotes required by generally accepted
accounting principles for complete financial statements.  In the
opinion of management, all adjustments considered necessary for a
fair presentation of the financial statements have been included,
and all adjustments are of a normal and recurring nature.
Operating results for the three months and nine months ended
September 30, 1997 are not necessarily indicative of the results
that may be expected for the year ending December 31, 1997.


2.   RECENT ACCOUNTING PRONOUNCEMENTS

In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No.128, "Earnings per
Share."  The new standard, which is effective for financial
statements issued for periods ending after December 15, 1997,
establishes standards for computing and presenting earnings per
share (EPS) and requires restatement of all prior-period EPS data
presented.  Management believes that the implementation of the
standard will not have a material effect on its consolidated
financial statements.

In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No.130, "Reporting
Comprehensive Income," which establishes standards for reporting
and displaying comprehensive income and its components in a full
set of general-purpose financial statements.  This Statement,
which is effective for financial statements issued for fiscal
years beginning after December 15, 1997, requires that all items
that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other
financial statements.  Additionally, the Financial Accounting
Standards Board issued Statement of Financial Accounting
Standards No.131, "Disclosures about Segments of an Enterprise
and Related Information," which establishes standards for the way
that public business enterprises report information about
operating segments in annual financial statements and requires
that those enterprises report selected information about
operating segments in interim financial reports.  This Statement,
which is effective for financial statements for periods beginning
after December 15, 1997, also establishes standards for related
disclosures about products and services, geographic areas and
major customers.   Management is currently evaluating the
implication of these statements from both an operations and
financial reporting perspective.

The Financial Accounting Standards Board has approved the
American Institute of Certified Public Accountants Statement of
Position (SOP) on software and revenue recognition, which will be
effective for transactions entered into beginning after December
15, 1997.  The Company believes that it is in compliance with the
provisions of the new SOP and that its adoption will not have a
material impact on the financial position or results of
operations of the Company.
                                
                                
                                
                                
                                
            REVIEW REPORT OF INDEPENDENT ACCOUNTANTS

                                
                                

To the Shareholders and Board of Directors of
  ANSYS, Inc. and Subsidiaries:


We have reviewed the condensed consolidated balance sheet of
ANSYS, Inc. and Subsidiaries as of September 30, 1997, the
related condensed consolidated statements of income for the three-
month and nine-month periods ended September 30, 1997 and 1996,
and condensed consolidated cash flows for the nine-month periods
ended September 30, 1997 and 1996. These financial statements are
the responsibility of ANSYS's management.

We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, the objective of which is an expression of an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express an opinion.

Based on our review, we are not aware of any material
modifications that should be made to the condensed consolidated
financial statements referred to above for them to be in
conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of ANSYS, Inc.
and Subsidiaries as of December 31, 1996, and the related
consolidated statements of operations, stockholders' equity and
cash flows for the year then ended (not presented herein).  In
our report dated February 7, 1997, we expressed an unqualified
opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 1996, is fairly
stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.




/s/ Coopers & Lybrand L.L.P.
- -----------------------------
Pittsburgh, Pennsylvania
October 21, 1997




Item 2.
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ANSYS, Inc. (the "Company") is a leading international supplier
of analysis and engineering software for optimizing the design of
new products.  The Company is committed to providing the most
open and flexible analysis solutions to suit customer
requirements for engineering software in today's competitive
marketplace.  In addition, the Company partners with leading
design software suppliers to develop state-of-the-art computer-
aided design ("CAD") integrated products.  A global network of
ANSYS Support Distributors ("ASDs") provides sales, support and
training for customers.  Additionally, the Company distributes
its DesignSpace(r) products through its global network of ASDs, as
well as a network of independent distributors and dealers (value-
added resellers or "VARs") who support sales of DesignSpace(r)
products to end users throughout the world. The following
discussion should be read in conjunction with the attached
unaudited condensed consolidated financial statements and notes
thereto for the periods ended September 30, 1997 and September
30, 1996 and with the Company's audited financial statements and
notes thereto for the fiscal year ended December 31, 1996.

This Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, including statements
which contain such words as "anticipate", "intend", "believe",
"plan" and other similar expressions.  The Company's actual
results could differ materially from those set forth in the
forward-looking statements.  Certain factors that might cause
such a difference include uncertainties regarding customer
acceptance of new products, possible delays in developing,
completing or shipping new or enhanced products, potential
volatility of revenues and profit in any period due to, among
other things, lower than expected demand for or the ability to
complete large contracts, as well as other risks and
uncertainties that are detailed in the "Management's Discussion
and Analysis of Financial Condition and Results of Operations"
section in the 1996 Annual Report to Shareholders , and in the
statement of "Certain Factors Affecting Future Results" included
herein as Exhibit 99 to this Form 10-Q.

Results of Operations

Three Months Ended September 30, 1997 Compared to Three Months
Ended September 30, 1996

Revenue.  The Company's revenue decreased 9.3% for the 1997
quarter to $11.5 million from $12.7 million for the 1996 quarter.
The decrease was primarily related to a decrease in the sale of
domestic and international paid-up licenses, particularly from
large contracts, as well as a decrease in monthly lease revenue.
These decreases were partially  offset by an increase in revenues
from renewals and sales of leases as noncancellable annual
leases, for which a portion of the annual license fee is
recognized as paid-up revenue upon renewal or inception of the
lease, while the remaining portion is recognized as maintenance
revenue ratably over the remaining lease period.  The decreases
were also partially offset by an increase in maintenance revenue,
which resulted from broader customer usage of maintenance and
support services and the Company's continued emphasis on
marketing these services.

Software license revenue decreased 28.4% for the 1997 quarter to
$7.3 million from $10.2 million for the 1996 quarter. This
decrease principally resulted from a decrease in the sale of paid-
up licenses in domestic and international markets as compared to
the prior year quarter.  Paid-up license revenue for the 1996
quarter reflected the recognition of substantial revenue from
several large contracts from customers such as General Electric,
3M and Fiat Avio.  The Company believes that large contracts such
as these reflect an increasing demand for enterprise wide
software solutions from certain of its  customers and the
ability, or inability, to close large contracts during any period
may increase the volatility of the Company's revenues and profit
from period to period.  The Company also experienced a 34.9%
decrease in lease license revenue to $2.8 million for the 1997
quarter from $4.3 million for the 1996 quarter.  This decrease
was attributable to both an increase in the renewal of existing
monthly leases as noncancellable annual leases, as well as the
conversion of certain existing lease licenses to paid-up licenses
throughout the course of the past year. The decrease in lease
license revenue was partially offset by an increase in revenue
attributable to the portion of the noncancellable annual license
fees which are recognized as paid-up revenue upon renewal or
inception of the lease.  Maintenance and service revenue
increased 70.3% for the 1997 quarter to $4.2 million from $2.5
million for the 1996 quarter, as a result of broader customer
usage of maintenance and support services and the Company's
increased emphasis on marketing these services, as well as an
increase in the renewal and sale of noncancellable annual leases.

Of the Company's total revenue for the 1997 quarter,
approximately 53.3% and 46.7%, respectively, were attributable
to international and domestic sales, as compared to 45.6% and
54.4%, respectively, for the 1996 quarter.

Cost of Sales and Gross Profit.  The Company's total cost of
sales decreased 9.9 % to $1.3 million, or 11.0% of total revenue,
for the 1997 quarter from $1.4 million, or 11.1% of total
revenue, for the 1996 quarter. The Company's cost of sales for
software license revenue decreased 19.2% for the 1997 quarter to
$669,000, or 9.2% of software license revenue, from $828,000, or
8.1% of software license revenue, for the 1996 quarter. The
decrease was primarily due to reductions in the costs related to
manuals, packing supplies and media.  The Company's cost of sales
for maintenance and service revenue, which totaled $595,000 and
$575,000, or 14.2% and 23.4% of maintenance and service revenue,
for the 1997 and 1996 quarters, respectively, remained relatively
stable.

As a result of the foregoing, the Company's gross profit
decreased 9.2% to $10.2 million for the 1997 quarter from $11.3
million for the 1996 quarter.

Selling and Marketing.  Selling and marketing expenses remained
stable overall for the 1997 and 1996 quarters at $2.7 million, or
23.9% and 21.6% of total revenue, respectively.  During the 1997
quarter, the Company incurred increased personnel costs,
including costs associated with increased headcount and
compensation expenses related to building a global sales and
marketing organization and establishing strategic offices in the
UK, Michigan and Japan, as compared to the 1996 quarter.
However, these increases were offset by decreased commissions
associated with decreased revenue.  The Company anticipates that
it will continue to make significant investments in its global
sales and marketing organization to strengthen its competitive
position and to support its worldwide sales channels and
marketing strategies.

Research and Development.  Research and development expenses,
which totaled $2.5 million and $2.6 million for the 1997 and 1996
quarters, or 22.1% and 20.2% of total revenue, respectively, also
remained relatively stable from quarter to quarter.  The Company
has traditionally invested significant resources in  research and
development activities and intends to continue to make
significant investments in the future.

Amortization.  Amortization expense was $177,000 in the 1997
quarter as compared to $2.7 million in the 1996 quarter. This
significant decrease was attributable to the full amortization of
certain of the intangible assets which resulted from the
acquisition of the Company in 1994 (the "1994 Acquisition"),
including goodwill and capitalized software, in the first quarter
of 1997.

General and Administrative.  General and administrative expenses
increased 13.1% to $2.3 million, or 19.7% of total revenue, for
the 1997 quarter from $2.0 million, or 15.8% of total revenue,
for the 1996 quarter. The increase is primarily attributable to
expenses incurred to increase the allowance for doubtful accounts
and an increase in legal fees related to a dispute regarding the
expiration of an ASD distribution agreement.  Additionally, the
Company has added internal legal and finance resources to support
the operations of a publicly owned company.


Income Tax Provision.  The Company accounts for income taxes in
accordance with Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes." The Company's effective rate
of taxation was 37.0% for the 1997 quarter as compared to 37.3%
for the 1996 quarter.  This percentage is less than the federal
and state combined statutory rate of approximately 39.0% due
primarily to the utilization of research and experimentation
credits.

Net Income.  The Company's net income in the third quarter of
1997 was $1.7 million as compared to $1.1 million in the third
quarter of 1996.  Net income per share increased to $.10 in the
1997 quarter as compared to $.06 in the 1996 quarter. The
increase in net income per share is attributable to the increase
in net income, as well as the elimination of the preferred stock
dividends due to the redemption of the Redeemable Preferred
Stock.  The weighted average common and common equivalent shares
totaled 16,758,000 and 16,700,000 in the 1997 and 1996 quarter,
respectively.

Nine Months Ended September 30, 1997 Compared to Nine Months
Ended September 30, 1996

Revenue.  The Company's revenue increased 3.8% for the 1997 nine
months to $36.1 million from $34.7 million for the 1996 nine
months. This increase was attributable principally to an increase
in revenue from renewals and sales of leases as noncancellable
annual leases, for which a portion of the annual license fee is
recognized as paid-up revenue upon renewal or inception of the
lease, while the remaining portion is recognized as maintenance
revenue ratably over the remaining lease period.  This increase,
which was partially offset by decreases in monthly lease revenue
and paid-up revenue, was due, in part, to the active sales and
licensing of noncancellable annual leases to existing and new
lease customers.  The increase in revenue in the 1997 nine months
was also attributable to increased maintenance revenue, which
resulted from broader customer usage of maintenance and support
services and the Company's continued emphasis on marketing its
maintenance services.

Software license revenue decreased 7.9% for the 1997 nine months
to $25.2 million from $27.4 million for the 1996 nine months,
resulting principally from existing monthly lease customers
shifting to noncancellable annual leases in connection with the
renewals of their leases, as well as a decrease in the sale of
paid-up licenses in the domestic  market.  These decreases were
partially offset by an increase in revenue from renewals and
sales of leases as noncancellable annual leases.  Revenue from
the sale of paid-up licenses,  and the portion of noncancellable
annual leases classified as paid-up revenue, increased 11.1% for
the 1997 nine months to $15.4 million from $13.9 million for the
1996 nine months. The Company also experienced a 27.5% decrease
in lease license revenue to $9.8 million for the 1997 nine months
from $13.5 million for the 1996 nine months. This decrease was
attributable to both an increase in the renewal of existing
monthly leases as noncancellable annual leases, as well as the
conversion of certain existing lease licenses to paid-up licenses
throughout the course of the past year.  Maintenance and service
revenue increased 48.0% for the 1997 nine months to $10.8 million
from $7.3 million for the 1996 nine months, as a result of
broader customer usage of maintenance and support services and
the Company's increased emphasis on marketing these services, as
well as an increase in the renewal and sale of noncancellable
annual leases.

Of the Company's total revenue for the 1997 nine months,
approximately 53.1% and 46.9%, respectively, were attributable
to international and domestic sales, as compared to 50.7% and
49.3%, respectively, for the 1996 nine months.

Cost of Sales and Gross Profit.  The Company's total cost of
sales decreased 8.6% to $3.8 million, or 10.5% of total revenue,
for the 1997 nine months from $4.1 million, or 11.9% of total
revenue, for the 1996 nine months. The Company's cost of sales
for software license revenue decreased 12.4% for the 1997 nine
months to $2.0 million, or 8.0% of software license revenue, from
$2.3 million, or 8.4% of software license revenue, for the 1996
nine months.  The decrease was due primarily to a reduction of
costs related to manuals, packing supplies and media.  The
Company's cost of sales for maintenance and service revenue
remained stable at $1.8 million, or 16.3% and 25.0% of
maintenance and service revenue, for the 1997 and 1996 nine
months, respectively.

As a result of the foregoing, the Company's gross profit
increased 5.5% to $32.3 million for the 1997 nine months from
$30.6 million for the 1996 nine months.

Selling and Marketing.  Selling and marketing expenses increased
18.0% for the 1997 nine months to $8.5 million, or 23.5% of total
revenue, from $7.2 million, or 20.7% of total revenue, for the
1996 nine months. The planned increase in selling and marketing
expenses resulted primarily from increased personnel costs,
including costs associated with increased headcount and
compensation expenses related to the establishment of a global
sales and marketing organization and establishing strategic
offices in the UK, Michigan and Japan.

Research and Development.  Research and development expenses
increased 15.2% for the 1997 nine months to $8.3 million, or
23.1% of total revenue, from $7.2 million, or 20.8% of total
revenue, for the 1996 nine months.  This increase resulted
primarily from employment of additional staff and independent
contractors to develop and enhance the Company's products,
including a dedicated team working on the continued development
of the Company's DesignSpace(r) products, as well as increased
third party development and consulting costs associated with the
release of ANSYS 5.4.

Amortization.  Amortization expense was $2.6 million for the 1997
nine months and $8.1 million for the 1996 nine months. The
decrease was attributable to the full amortization of certain of
the intangible assets which resulted from the 1994 Acquisition,
including goodwill and capitalized software, and which were fully
amortized in the first quarter of 1997.

General and Administrative.  General and administrative expenses
increased 8.3% for the 1997 nine months to $6.1 million, or 17.0%
of total revenue, from $5.7 million, or 16.3% of total revenue,
for the 1996 nine months. The increase is primarily attributable
to expenses incurred to increase the allowance for doubtful
accounts and an increase in legal fees related to a dispute
regarding the expiration of an ASD distribution agreement.
Additionally, the Company has added internal legal and finance
resources to support the operations of a publicly owned company,
which were offset by a significant reduction in outside
consulting fees.

Interest.  Interest expense, which was zero in the 1997 nine
months, totaled $1.7 million for the 1996 nine months. This
decrease was attributable to the early repayment of all
outstanding debt related to the 1994 Acquisition with the net
proceeds from the Company's initial public offering in June 1996.

Income Tax Provision.  The Company accounts for income taxes in
accordance with Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes." The Company's effective rate
of taxation was 37.0% for the 1997 nine months, as compared to
37.1% for the 1996 nine months. These percentages are less than
the federal and state combined statutory rate of approximately
39.0% due primarily to the utilization of research and
experimentation credits.

Net Income.  The Company's net income in the nine months of 1997
totaled $4.7 million as compared to net income before
extraordinary item of $824,000 and net income including the
extraordinary item of $481,000 in the 1996 nine months.  Net
income per share increased to $.28 in the 1997 nine months as
compared to net income before extraordinary item of $.04 per
share and net income including the extraordinary item of $.02 per
share in the 1996 nine months.  The increase in net income per
share is attributable to the increase in net income, as well as
the elimination of the preferred stock dividends due to the
redemption of the Redeemable Preferred Stock.  The weighted
average common and common equivalent shares increased to
16,671,000 in the 1997 nine month period from 14,573,000 in the
1996 nine month period, primarily as a result of the Company's
initial public offering.


Liquidity and Capital Resources

As of September 30, 1997, the Company had cash and cash
equivalents totaling $14.5 million, $10.4 of short-term
investments and working capital of $21.3 million, as compared to
cash and cash equivalents of  $17.1 million and working capital
of $14.7 million at December 31, 1996.

The Company's operating activities provided cash of $9.7 million
for the nine months ended September 30, 1997 and $4.7 million for
the nine months ended September 30, 1996.  The increase in the
Company's cash flow from operations for the 1997 nine months as
compared to the 1996 nine months was a result of increased
earnings before the effect of depreciation and amortization, as
well as improved management of working capital.  Net cash
generated by operating activities provided sufficient resources
to fund increased headcount and capital needs to support the
Company's expansion of its global sales support network and
continued investment in research and development activities for
the nine months ended September 30, 1997.

Cash used in investing activities totaled $12.6 million for the
nine months ended September 30, 1997 and $1.6 million for the
nine months ended September 30, 1996. The increase is principally
due to the purchase of short-term investments in the nine months
ended September 30, 1997, as well as the acquisition of $1.9
million in capital equipment. The capital expenditures in 1997
were primarily related to furniture and equipment for the new
corporate office facility, which the Company initially occupied
in February 1997, as well as computer hardware and software to
support the continued growth of the Company's development
activities and the expansion of its global sales and support
infrastructure.  The Company currently plans additional capital
spending of approximately $300,000 throughout the remainder of
1997, however, the level of spending will be dependent upon
various factors, including growth of the business and general
economic conditions.

Financing activities provided net cash of $359,000 for the nine
months ended September 30, 1997 and used net cash of $1.9 million
for the nine months ended September 30, 1996.  Cash provided from
financing activities for the 1996 nine month period included the
receipt of $41.0 million of net proceeds from the Company's
initial public offering in June 1996.  Cash provided from
financing activities for the 1997 and 1996 nine month periods
also included proceeds from issuance of common stock under
employee stock purchase and option plans.  Cash used for
financing activities for the nine months ended September 30, 1996
was the result of repayment of all outstanding indebtedness
related to the 1994 Acquisition and the redemption of Redeemable
Preferred Stock and accumulated dividends.



                   PART II - OTHER INFORMATION
                                
Item 1.   Legal Proceedings

          Not Applicable.

Item 2.   Changes in Securities

          (c)The following information is furnished in
          connection with securities sold by the
          Registrant during the period covered by this Form
          10-Q which were not registered under the Securities
          Act.  The transactions constitute sales of the
          Registrant's Common Stock, par value $.01 per
          share, upon the exercise of vested options issued
          pursuant to the Company's 1994 Stock Option and
          Grant Plan, in reliance upon the exemption from
          registration under Rule 701 promulgated under the
          Securities Act and issued prior to the Registrant
          becoming subject to the reporting requirements of
          Section 13 or 15(d) of the Exchange Act of 1934, as
          amended.
                        Number of     Number of     Aggregate
          Month/Year     Shares       Employees   Exercise Price
         ------------   ---------    ----------  ---------------
          July 1997        57,834         4         $ 23,243.86
          August 1997      10,563         5         $  7,561.58
          September 1997   13,250         2         $  7,487.50

Item 3.   Defaults upon Senior Securities

          Not Applicable.

Item 4.   Submission of Matters to a Vote of Security Holders

          Not Applicable.
          

Item 5.   Other information

          Not Applicable.


Item 6.   Exhibits and Reports Filed on Form 8-K

          (a)  Exhibits.

               15   Independent Accountants' Letter Regarding
                    Unaudited Financial Information
               27.1 Financial Data Schedule
               99   Certain Factors Regarding Future Results
            
          (b)  Reports on Form 8-K.

               Not Applicable.



                           SIGNATURES
                                
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                            ANSYS, Inc.
                            
Date: November 7, 1997      By:  /s/ Peter J. Smith
                                 Peter J. Smith
                                 Chairman, President and
                                 Chief Executive Officer
                            
                            
Date: November 7, 1997      By:  /s/ John M. Sherbin II
                                 John M. Sherbin II
                                 Chief Financial Officer;
                                 Vice President, Finance and
                                 Administration; Secretary
                            


Item 6.
                                
                                
                          EXHIBIT INDEX


                                         
              Exhibit
                No.
                                         
                         
                 15      Independent Accountants' Letter
                         Regarding Unaudited Financial
                         Information
                         
                27.1     Financial Data Schedule
                         
                 99      Certain Factors Regarding Future
                         Results

  

 5
 1,000
       
                             
                   9-MOS
                          DEC-31-1997
                             JAN-01-1997
                               SEP-30-1997
                                          14,511
                                    10,441
                                    8,173
                                     1,600
                                          0
                                33,631
                                           5,088
                                       0
                                  50,124
                           12,338
                                              0
                                0
                                          0
                                           164
                                      37,622
                    50,124
                                         25,249
                                36,060
                                            2,024
                                    3,781
                                25,542
                                     0
                                   0
                                  7,383
                                     2,730
                              4,653
                                       0
                                      0
                                            0
                                     4,653
                                      .28
                                      .28

                                                                 
                                                            
                                                                 

                                                       EXHIBIT 15
                                                 October 21, 1997
                                
                                
                                
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE:  ANSYS, Inc. and Subsidiaries

     1.   Form S-8 (Registration No. 333-8613) 1996 Stock Option
        and Grant Plan Employee Stock Purchase Plan
                                
                                
Ladies & Gentlemen:

We are aware that our report dated October 21, 1997 on our review
of the interim financial information of  ANSYS, Inc. and
Subsidiaries for the three-month and nine-month periods ended
September 30, 1997 is incorporated by reference in the
registration statement referred to above.  Pursuant to Rule 436
(c) under the Securities Act of 1933, this report should not be
considered a part of the registration statement prepared or
certified by us within the meaning of Sections 7 and 11 of that
Act.



Very truly yours,

/s/ Coopers & Lybrand L.L.P.
- -----------------------------

                                                                 
                                                             

EXHIBIT 99 Certain Factors Regarding Future Results
               
            Information provided by the Company or its
            spokespersons may from time to time contain forward-
            looking statements concerning projected financial
            performance, market and industry segment growth,
            product development and commercialization or other
            aspects of future operations.  Such statements will
            be based on the assumptions and expectations of the
            Company's management at the time such statements are
            made.  The Company cautions investors that its
            performance (and, therefore, any forward-looking
            statement) is subject to risks and uncertainties.
            Various important factors, including, but not
            limited to the following, may cause the Company's
            future results to differ materially from those
            projected in any forward-looking statement.
            
            Potential Fluctuations in Operating Results.  The
            Company may experience significant fluctuations in
            future quarterly operating results.  Fluctuations
            may be caused by many factors, including the timing
            of new product releases or product enhancements by
            the Company or its competitors; the size and timing
            of individual orders, including a fluctuation in the
            demand for and the ability to complete large
            contracts; software errors or other product quality
            problems; competition and pricing; customer order
            deferrals in anticipation of new products or product
            enhancements; reduction in demand for the Company's
            products; changes in operating expenses; mix of
            software license and maintenance and service
            revenue; personnel changes; and general economic
            conditions.  A substantial portion of the Company's
            operating expenses is related to personnel,
            facilities and marketing programs.  The level of
            personnel and personnel expenses cannot be adjusted
            quickly and is based, in significant part, on the
            Company's expectation for future revenues.  The
            Company does not typically experience significant
            order backlog.  Further, the Company has often
            recognized a substantial portion of its revenue in
            the last month of a quarter, with this revenue
            frequently concentrated in the last weeks or days of
            a quarter, and increasingly is dependent upon
            receiving large orders of perpetual licenses
            involving the payment of a single up-front fee.  As
            a result, product revenues in any quarter are
            substantially dependent on orders booked and shipped
            in the latter part of that quarter, and revenues for
            any future quarter are not predictable with any
            significant degree of accuracy.
            
            Stock Market Volatility.  Market prices for
            securities of software companies have generally been
            volatile.  In particular, the market price of the
            Company's common stock has been and may continue to
            be subject to significant fluctuations as a result
            of factors affecting the Company and software
            industry or securities markets in general.
            
            In addition, a large percentage of the Company's
            common stock is held by institutional investors.
            Consequently, actions with respect to the Company's
            common stock by certain of these institutional
            investors could have a significant impact on the
            market price for the stock.
            
            Rapidly Changing Technology; New Products; Risk of
            Product Defects.  The markets for the Company's
            products are generally characterized by rapidly
            changing technology and frequent new product
            introductions that can render existing products
            obsolete or unmarketable.  A major factor in the
            Company's future success will be its ability to
            anticipate technological changes and to develop and
            introduce in a timely manner enhancements to its
            existing products and new products to meet those
            changes.  If the Company is unable to introduce new
            products and respond to industry changes on a timely
            basis, its business, financial condition and results
            of operations could be materially adversely
            affected.  The introduction and marketing of new or
            enhanced products require the Company to manage the
            transition from existing products in order to
            minimize disruption in customer purchasing patterns.
            There can be no assurance that the Company will be
            successful in developing and marketing, on a timely
            basis, new products or product enhancements, that
            its new products will adequately address the
            changing needs of the marketplace, or that it will
            successfully manage the transition from existing
            products.  Software products as complex as those
            offered by the Company may contain undetected errors
            or failures when first introduced or as new versions
            are released, and the likelihood of errors is
            increased as a result of the Company's commitment to
            accelerating the frequency of its product releases.
            There can be no assurance that errors will not be
            found in new or enhanced products after commencement
            of commercial shipments.  Any of these problems may
            result in the loss of or delay in market acceptance,
            diversion of development resources, damage to the
            Company's reputation, or increased service or
            warranty costs, any of which could have a materially
            adverse effect upon the Company's business,
            financial condition and results of operations.
            
            Dependence on Distributors.  The  Company
            distributes its products principally through its
            global network of 36 independent, regional ANSYS
            Support Distributors ("ASDs").  The ASDs sell ANSYS
            products and other products to new and existing
            customers, expand installations within their
            existing customer base, offer consulting services
            and provide the first line of ANSYS technical
            support.  The ASDs have more immediate contact with
            most customers who use ANSYS software than does the
            Company.  Consequently, the Company is highly
            dependent on the efforts of the ASDs.  Difficulties
            in ongoing relationships with ASDs, such as delays
            in collecting accounts receivable, ASDs' failure to
            meet performance criteria or to promote the
            Company's products as aggressively as the Company
            expects, and differences in the handling of customer
            relationships, could adversely affect the Company's
            performance.  Additionally, the loss of any major
            ASD for any reason, including an ASD's decision to
            sell competing products, could have a materially
            adverse effect on the Company.  Moreover, the
            Company's future success will depend substantially
            on the ability and willingness of its ASDs to
            continue to dedicate the resources necessary to
            promote the Company's products and to support a
            larger installed base of the Company's products. If
            the ASDs are unable or unwilling to do so, the
            Company may be unable to sustain revenue growth.
            
            Competition.  The CAD, computer-aided engineering
            ("CAE") and computer-aided manufacturing ("CAM")
            markets are intensely competitive.  In the
            traditional CAE market, the Company's primary
            competitors include MacNeal-Schwendler Corporation,
            Hibbitt, Karlsson and Sorenson, Inc. and MARC
            Analysis Research Corporation.  The Company also
            faces competition from smaller vendors of
            specialized analysis applications in fields such as
            computational fluid dynamics.  In addition, certain
            integrated CAD suppliers such as Parametric
            Technology Corporation and Structural Dynamics
            Research Corporation provide varying levels of
            design analysis and optimization and verification
            capabilities as part of their product offerings.
            The entrance of new competitors would likely
            intensify  competition in all or a portion of the
            overall CAD, CAE and CAM market.  Some of the
            Company's current and possible future competitors
            have greater financial, technical, marketing and
            other resources than the Company, and some have well
            established relationships with current and potential
            customers of the Company.  It is also possible that
            alliances among competitors may emerge and rapidly
            acquire significant market share or that
            competition will increase as a result of software
            industry consolidation.  Increased competition may
            result in price reductions, reduced profitability
            and loss of market share, any of which would
            materially adversely affect the Company's business,
            financial condition and results of operations.
            
            Dependence on Senior Management and Key Technical
            Personnel.  The Company is highly dependent upon the
            ability and experience of its senior executives and
            its key technical and other management employees.
            Although the Company has entered into employment
            agreements with two executives, the loss of these,
            or any of the Company's other key employees, could
            adversely affect the Company's ability to conduct
            its operations.
            
            Risks Associated with International Activities.  A
            significant and growing portion of the Company's
            business comes from outside the United States. Risks
            inherent in the Company's international business
            activities include imposition of government
            controls, export license requirements, restrictions
            on the export of critical technology, political and
            economic instability, trade restrictions, changes in
            tariffs and taxes, difficulties in staffing and
            managing international operations, longer accounts
            receivable payment cycles and the burdens of
            complying with a wide variety of foreign laws and
            regulations.  Effective patent, copyright and trade
            secret protection may not be available in every
            foreign country in which the Company sells its
            products.  The Company's business, financial
            condition and results of operations could be
            materially adversely affected by any of these risks.
            
            Dependence on Proprietary Technology.  The Company's
            success is highly dependent upon its proprietary
            technology.  The Company does not have patents on
            any of its technology and relies on contracts and
            the laws of copyright and trade secrets to protect
            its technology.  Although the Company maintains a
            trade secrets program, enters into confidentiality
            agreements with its employees and distributors and
            limits access to and distribution of its software,
            documentation and other proprietary information,
            there can be no assurance that the steps taken by
            the Company to protect its proprietary technology
            will be adequate to prevent misappropriation of its
            technology by third parties, or that third parties
            will not be able to develop similar technology
            independently.  Although the Company is not aware
            that any of its technology infringes upon the rights
            of third parties, there can be no assurance that
            other parties will not assert technology
            infringement claims against the Company, or that, if
            asserted, such claims will not prevail.
            
            Increased Reliance on Perpetual Licenses and
            Noncancellable Annual Leases. The Company has
            historically maintained stable recurring revenue
            from the sale of monthly lease licenses for its
            software products.  While the Company has
            experienced an increase in customer preference for
            perpetual licenses that involve payment of a single
            up-front fee and that are more typical in the
            computer software industry, most recently, it has
            also experienced an increase in customer preference
            for noncancellable annual leases.  Although lease
            license revenue currently represents a significant
            portion of the Company's software license fee
            revenue, to the extent that perpetual license and
            noncancellable annual lease license revenue increase
            as a percent of total software license fee revenue,
            the Company's revenue in any period will
            increasingly depend on sales completed during that
            period.