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 March 31, 1998
                                   
                                  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)
                                   
                             724-746-3304
         (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 April 24,
       1998 was 16,316,276 shares.



  
                                
                                
                  ANSYS, INC. AND SUBSIDIARIES

                              INDEX


                                                      Page No.
 PART I.       FINANCIAL INFORMATION                  ---------
                                                         
Item 1.        Financial Statements                      
                                                         
               Condensed Consolidated Balance Sheets -     3
               March 31, 1998 and December 31, 1997
                                                         
               Condensed Consolidated Statements of        4
               Income and Comprehensive Income - Three
               Months Ended March 31, 1998 and March
               31, 1997
                                                         
               Condensed Consolidated Statements of        5
               Cash Flows - Three Months Ended March
               31, 1998 and March 31, 1997
                                                         
               Notes to Condensed Consolidated             6
               Financial Statements
                                                         
               Review Report of Independent Accountants    7
                                                         
Item 2.        Management's Discussion and Analysis of    8-12
               Financial Condition and Results of
               Operations
                                                            
                                                            
PART II.       OTHER INFORMATION                            
                                                            
                                                            
Item 6.        Exhibits and Reports on Form 8-K            13
                                                            
SIGNATURES                                                 14
                                                         
EXHIBIT INDEX                                              15



Trademarks used in this Form 10-Q: ANSYSr and DesignSpacer 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)

                                            March 31,      Dec. 31,
                                              1998           1997
                 ASSETS                    (unaudited)         
Current assets:                                                
Cash and cash equivalents                    $  14,024     $  13,990
Short-term investments                          19,242        13,853
Accounts receivable, less allowance for                             
doubtful accounts of $1,430 in 1998 and                             
$2,080 in 1997                                   6,929         8,034
Other current assets                               815           926
Deferred income taxes                              125           125
                                             ---------     ---------
          Total current assets                  41,135        36,928
Securities available for sale                      287           182
Property and equipment, net                      4,440         4,771
Capitalized software costs, net of                                  
accumulated amortization of $15,502 in                              
1998 and $15,471 in 1997                           229           260
Other intangibles, net                           2,247         2,374
Deferred income taxes                            8,843         9,066
                                           -----------     ---------
          Total assets                       $  57,181     $  53,581
                                           ===========     =========

  LIABILITIES AND STOCKHOLDERS' EQUITY                         
Current liabilities:                                           
Accounts payable                                $  272        $  235
Accrued bonuses                                    770         2,133
Other accrued expenses and liabilities           2,839         2,562
Accrued income taxes payable                       836            46
Customer prepayments                               518           746
Deferred revenue                                 8,596         7,445
                                           -----------     ---------
          Total liabilities                     13,831        13,167
Stockholders' equity:                                               
Preferred stock, $.01 par value,                                    
2,000,000 shares authorized                          -             -
Common stock, $.01 par value; 50,000,000                            
shares authorized; 16,359,134 shares                                
issued in 1998 and 1997                            164           164
Additional paid-in capital                      36,186        36,089
Less treasury stock, at cost:  46,171                               
shares held in 1998 and 68,800 shares                               
held in 1997                                      (10)          (12)
Retained earnings                                7,094         4,327
Accumulated other comprehensive income             190           120
Notes receivable from stockholders               (274)         (274)
                                           -----------     ---------
  Total stockholders' equity                    43,350        40,414
                                           -----------     ---------
   Total liabilities and                                 
    stockholders' equity                     $  57,181     $  53,581
                                           ===========     =========
                        
    The accompanying notes are an integral part of the condensed consolidated
                              financial statements.
                        
                
                        
                          ANSYS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                            AND COMPREHENSIVE INCOME
                 (in thousands, except share and per share data)
                                   (Unaudited)
                                          Three months ended
                                        March 31,   March 31,
                                           1998       1997
                                        ----------   --------
 Revenue:                                                    
     Software licenses                    $  9,299   $  9,105
     Maintenance and service                 4,928      2,908
                                        ----------   --------
      Total revenue                         14,227     12,013
                                                             
 Cost of sales:                                              
     Software licenses                         891        621
     Maintenance and service                   650        570
                                        ----------   --------
      Total cost of sales                    1,541      1,191
                                        ----------   --------
 Gross profit                               12,686     10,822
                                                             
 Operating expenses:                                         
     Selling and marketing                   3,049      2,978
     Research and development                3,093      2,770
     Amortization                              221      2,253
     General and administrative              2,488      1,923
                                        ----------   --------
      Total operating expenses               8,851      9,924
                                        ----------   --------
 Operating income                            3,835        898
                                                             
 Other income                                  357        147
                                        ----------   --------
 Income before income tax provision          4,192      1,045
                                                             
 Income tax provision                        1,425        386
                                        ----------   --------
 Net income                                  2,767        659
                                        ----------   --------
 Other comprehensive income, net of                          
   tax expense of $36:                                       
   Unrealized gains(losses) on                                
    securities                                  70       (20)
                                        ----------   --------
 Other comprehensive income                     70       (20)
                                        ----------   --------
 Comprehensive income                       $2,837       $639
                                        ==========   ========
                                                             
 Net income per basic common share:                          
     Basic earnings per share              $  0.17    $  0.04
     Weighted average shares - basic        15,921     15,630
                                                             
 Net income per diluted common share:                        
     Diluted earnings per share            $  0.17    $  0.04
     Weighted average shares - diluted      16,701     16,571

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)
                                                    Three months ended
                                                  March 31,   March 31,
                                                    1998         1997
                                                  ---------    ---------
Cash flows from operating activities:                         
Net income                                          $ 2,767       $  659
Adjustments to reconcile net income to net cash                         
provided by operating activities:
      Depreciation and amortization                     660        2,577
      Deferred income tax provision (benefit)           188         (10)
      Provision for bad debts                           225          195
Change in operating assets and  liabilities:                            
      Accounts receivable                               880          329
      Income taxes                                      790            -
      Other current assets                              111        (202)
      Accounts payable, accrued expenses and                            
       liabilities and customer prepayments         (1,277)      (1,317)
      Deferred revenue                                1,151        1,674
                                                   --------     --------
         Net cash provided by operating                                 
             activities                               5,495        3,905
                                                   --------     --------
Cash flows from investing activities:                                   
      Capital expenditures                            (170)      (1,165)
      Capitalization of internally developed                            
       software costs                                     -         (70)
      Purchase of short-term investments            (5,389)            -
                                                   --------     --------
         Net cash used in investing activities      (5,559)      (1,235)
                                                   --------     --------
Cash flows from financing activities:                                   
      Proceeds from issuance of common stock                            
       under Employee Stock Purchase Plan                94          157
      Proceeds from issuance of treasury stock            5            -
      Proceeds from exercise of stock options             -            9
      Repayment of stockholder notes                      -           28
                                                   --------     --------
         Net cash provided by financing                                 
          activities                                     99          194
                                                   --------     --------
Net increase in cash and cash equivalents                34        2,864
Cash and cash equivalents, beginning of period       13,990       17,069
                                                   --------     --------
Cash and cash equivalents, end of period          $  14,024     $ 19,933
                                                  =========     ========
Supplemental disclosures of cash flow                                   
information:
  Cash paid during the period for:                                      
    Income taxes                                       $265         $900
Supplemental non cash investing and financing                           
activities:
    Increase (decrease) in securities available                         
     for sale                                           105         (30)
                                        
The accompanying notes are an integral part of the condensed consolidated
financial statements.
                                
                  ANSYS, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         March 31, 1998
                           (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 months ended March 31, 1998 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, 1997.
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 ended March 31, 1998 are
not necessarily indicative of the results that may be expected
for the year ending December 31, 1998.

2. NET INCOME PER SHARE

Effective December 31, 1997, the Company adopted Statement of
Financial Accounting standards No. 128, "Earnings Per Share."
This Statement requires the disclosure of basic and diluted
earnings per share and revises the method required to calculate
these amounts under previous standards. Earnings per share data
for the 1997 quarter has been restated to reflect adoption of
this Statement.  The adoption of this standard did not materially
impact previously reported earnings per share for the 1997
quarter.


3. ACCUMULATED OTHER COMPREHENSIVE INCOME BALANCES
   (in thousands)

                                             Accumulated
                              Unrealized        Other
                               Gains on      Comprehensive
                              Securities        Income

Beginning balance                $120           $120
Current-period change              70             70
Ending balance                   $190           $190
                                
                                


                                
                                
            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 March 31, 1998, the related
condensed consolidated statements of income and comprehensive
income for the three-month periods ended March 31, 1998 and 1997,
and condensed consolidated cash flows for the three-month periods
ended March 31, 1998 and 1997. 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, 1997, and the related
consolidated statements of operations, stockholders' equity and
cash flows for the year then ended (not presented herein).  In
our report dated January 29, 1998, 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, 1997, 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
April 16, 1998




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 DesignSpacer 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 DesignSpacer
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 three month periods ended March 31, 1998 and
March 31, 1997 and with the Company's audited financial
statements and notes thereto for the fiscal year ended December
31, 1997.

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 1997 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 March 31, 1998 Compared to Three Months Ended
March 31, 1997

Revenue.  The Company's total revenue increased 18.4% for the
1998 quarter to $14.2 million from $12.0 million for the 1997
quarter.  This increase resulted from 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.  The increase in revenue in the
first quarter was also attributable to an increase in maintenance
and service revenue, which resulted from broader customer usage
of maintenance and support services and the Company's continued
emphasis on marketing these services. These increases were
partially offset by a decrease in monthly lease, as discussed in
the paragraph below, as well as a decrease in the demand for paid-
up licenses as compared to the 1997 quarter.

Software license revenue increased 2.1% for the 1998 quarter to
$9.3 million from $9.1 million for the 1997 quarter, resulting
from a shift in existing monthly lease customers renewing as
noncancellable annual leases, as well as sales of new
noncancellable annual leases.  Revenue from the sales of paid-up
licenses, and the portion of noncancellable annual leases
classified as paid-up revenue, increased 41.4% for the 1998
quarter to $7.6 million from $5.4 million for the 1997 quarter.
This increase was partially attributable to a refinement of
management's estimate relative to the allocation of
noncancellable annual lease revenue between paid-up and
maintenance revenue, which occurred in the 1998 quarter.  The
refinement, which management believes more accurately reflects
the Company's current pricing and business practices, resulted in
a net revenue increase of approximately $980,000 in the 1998
quarter.

The Company also experienced a 54.6% decrease in monthly lease
license revenue to $1.7 million for the 1998 quarter from $3.7
million for the 1997 quarter.  This decrease was primarily
attributable to 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 during the
course of the past year.

Maintenance and service revenue increased 69.5% for the 1998
quarter to $4.9 million from $2.9 million for the 1997 quarter,
as a result of both a 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 1998 quarter,
approximately  54.1% and 45.9%, respectively, were attributable
to international and domestic sales, as compared to 53.3% and
46.7%, respectively, for the 1997 quarter.

Cost of Sales and Gross Profit.  The Company's total cost of
sales increased 29.4% to $1.5 million, or 10.8% of total revenue,
for the 1998 quarter from $1.2 million, or 9.9% of total revenue,
for the 1997 quarter. The Company's cost of sales for software
license revenue increased 43.5% for the 1998 quarter to $891,000,
or 9.6% of software license revenue, from $621,000, or 6.8% of
software license revenue, for the 1997 quarter. The increase was
primarily due to increases in costs related to manuals, packing
supplies and media, and to a lesser extent salaries and benefits.
The Company's cost of sales for maintenance and service revenue
totaled $650,000 and $570,000, or 13.2% and 19.6% of maintenance
and service revenue, for the 1998 and 1997 quarters,
respectively.  The increase in the 1998 quarter was principally
attributable to increases in salaries and benefits as additional
staff have been added to support the growth in global service
revenue and related customer and ASD support needs.

As a result of the foregoing, the Company's gross profit
increased 17.2% to $12.7 million for the 1998 quarter from $10.8
million for the 1997 quarter.

Selling and Marketing.  Total selling and marketing expenses
remained relatively constant at $3.0 million for the 1998 and
1997 quarters, and represented 21.4% and 24.8% of total revenue,
respectively.  During the 1997 quarter, the Company made
substantial initial investments in establishing strategic offices
in the United Kingdom, Japan and Michigan.  These offices
continue as an important part of the Company's global sales and
marketing strategy in fiscal 1998.  The Company anticipates that
it will continue to make significant investments throughout
fiscal 1998 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
totaled $3.1 million and $2.8 million for the 1998 and 1997
quarters, or 21.7% and 23.1% of total revenue, respectively.  The
increase in the 1998 quarter as compared to the 1997 quarter was
primarily related to increases in consulting fees and salaries
and benefits, partially offset by a decrease in equipment lease
expense.  The Company has traditionally invested significant
resources in research and development activities and intends to
continue to make significant investments in fiscal 1998.

Amortization.  Amortization expense was $221,000 in the 1998
quarter as compared to $2.3 million in the 1997 quarter. This
significant decrease was attributable to the full amortization of
certain of the intangible assets which resulted from the
acquisition of the Company from Swanson Analysis Systems, Inc. in
1994, including goodwill and capitalized software, in the first
quarter of 1997.

General and Administrative.  General and administrative expenses
increased 29.4% to $2.5 million, or 17.5% of total revenue, for
the 1998 quarter from $1.9 million, or 16.0% of total revenue,
for the 1997 quarter. The increase was primarily attributable to
an increase in legal fees related to a dispute regarding the
expiration of an ASD distribution agreement.  Additionally, the
Company has added internal resources to support the growth of the
Company's operations and information systems.

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 34.0% for the 1998 quarter as compared to 37.0%
for the 1997 quarter.  These percentages are less than the
federal and state combined statutory rate due primarily to the
utilization of research and experimentation credits, as well as
the use of a foreign sales corporation which was established in
the fourth quarter of 1997.

Net Income.  The Company's net income in the 1998 quarter was
$2.8 million as compared to $660,00 in the 1997 quarter.  Diluted
earnings per share increased to $.17 in the 1998 quarter as
compared to $.04 in the 1997 quarter as a result of the increase
in net income.  The weighted average shares used in computing net
income per diluted common share amounts have increased to
16,701,000 in the 1998 quarter from 16,571,000 in the 1997
quarter.

Liquidity and Capital Resources

As of March 31, 1998, the Company had cash, cash equivalents and
short-term investments totaling $33.3 million and working capital
of $27.3 million, as compared to cash, cash equivalents and short-
term investments of $27.8 million and working capital of $23.8
million at December 31, 1997.

The Company's operating activities provided cash of $5.5 million
for the three months ended March 31, 1998 and $3.9 million for
the three months ended March 31, 1997.  The increase in the
Company's cash flow from operations for the 1998 quarter as
compared to the 1997 quarter was a result of increased earnings
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 1998 quarter.

Cash used in investing activities totaled $5.6 million for the
three months ended March 31, 1998 and $1.2 million for the three
months ended March 31, 1997. The use of cash in the 1998 quarter
was primarily attributable to the purchase of short-term
investments, while the use of cash in the 1997 quarter was
primarily related to capital expenditures for the new corporate
office facility.      The Company currently plans additional
capital spending of approximately $1.8 million throughout the
remainder of 1998, 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 $99,000 and $194,000
for the three months ended March 31, 1998 and 1997, respectively.
Cash provided from financing activities for the 1998 and 1997
quarters principally related to proceeds from the issuance of
common stock under the Employee Stock Purchase Plan.


The Company believes that existing cash, cash equivalent and
short-term investment balances, together with cash generated from
operations, will be sufficient to meet the Company's working
capital and capital expenditure requirements through at least the
remainder of fiscal 1998.  The Company's cash requirements in the
future may also be financed through additional equity or debt
financings.  There can be no assurance that such financing can be
obtained on favorable terms, if at all.



                   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, issued
          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

          January 1998        63             1           $80.33
          February 1998    6,126             3        $5,185.65
          March 1998           0             0             0.00


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: April 24, 1998        By:  /s/ Peter J. Smith
                                 Peter J. Smith
                                 Chairman, President and
                                 Chief Executive Officer
                            
                            
Date: April 24, 1998        By:  /s/ John M. Sherbin II
                                 John M. Sherbin II
                                 Chief Financial Officer;
                                 Senior 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

1
                                                              
                                                              

                                                       EXHIBIT 15
                                                   April 16, 1998
                                
                                
                                
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 April 16, 1998 on our review
of the interim financial information of  ANSYS, Inc. and
Subsidiaries for the three-month period ended March 31, 1998 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.
- -----------------------------

  

 5
 1000
       
                             
                   3-MOS
                          DEC-31-1998
                             JAN-01-1998
                               MAR-31-1998
                                          14,024
                                    19,242
                                     8359
                                      1430
                                          0
                                 41135
                                            4440
                                       0
                                   57181
                            13831
                                              0
                                0
                                          0
                                           164
                                       43186
                     57181
                                           9299
                                 14227
                                              891
                                     1541
                                  8851
                                     0
                                   0
                                   4192
                                      1425
                               2767
                                       0
                                      0
                                            0
                                      2767
                                      .17
                                      .17

6
                                                              
                                                              
                                                                   
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. The
            Company believes that large orders of this type may
            reflect an increasing demand for enterprise-wide
            software solutions from certain of the Company's
            customers, which, if continued, may increase the
            volatility of the Company's revenues and profit from
            period to period.  More recently, the Company has
            also experienced an increase in renewals and sales
            of 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.
            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 TA Associates, Inc. and
            various institutional investors.  Consequently,
            actions with respect to the Company's common stock
            by either TA Associates, Inc. or 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
            and DesignSpace 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.
            
            Additionally, countries in the Asia Pacific region,
            including Japan, have recently experienced
            weaknesses in their currency, banking and equity
            markets.  These weaknesses could adversely affect
            consumer demand for the Company'' products and
            ultimately the Company's financial position or
            results of operations.
            
            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.
            
            Year 2000 Computer Systems Compliance.  The Company
            has established a corporate-wide Year 2000 task
            force, led by the Company's Vice President of
            Corporate Quality, with the representation of all
            major business segments.  This task force is
            responsible for identifying, evaluating and
            overseeing the implementation of necessary changes
            to computer systems and applications to achieve a
            Year 2000 date conversion with no effect on
            customers or disruption of business operations. The
            task force is currently in the process of assessing
            its exposure to contingencies related to the Year
            2000 Issue for previous releases of its products.
            The Company plans to utilize both internal and
            external resources to reprogram, or replace and test
            the software for Year 2000 modifications.  The
            Company plans to complete the Year 2000 project
            within the next year, but no later than December 31,
            1998.  The total remaining cost of the Year 2000
            project will be funded through operating cash flows.
            The Company does not expect the amounts required to
            be expensed over the next two years to have a
            material effect on its financial position or results
            of operations.  During 1997 and the first quarter of
            1998, the costs related to the assessment of, and
            preliminary efforts in connection with, its Year
            2000 project and the development of its action plan
            were not material.

            The Company is also communicating with its
            significant suppliers and customers to identify
            critical related issues which need to be resolved.
            The Company's total Year 2000 project costs and
            estimates to complete include the estimated costs and
            time associated with the impact of a third party's
            Year 2000 issue, and are based on presently available
            information.  However, there can be no guarantee that
            the systems of other companies on which the Company's
            systems rely will be converted on a timely basis, or
            that a failure to convert by another company, or a
            conversion that is incompatible with the Company's
            systems, would not have a material adverse effect on
            the Company.

           The costs of the project and the date on which the
           Company plans to complete the year 2000 action plan
           are based upon management's best estimates, which are
           derived utilizing numerous assumptions of future
           events including the availability of certain
           resources, third party modification plans and other
           factors.  However, there can be no guarantee that
           these estimates will be achieved and actual results
           could differ materially from those plans.  Specific
           factors that might cause such material differences
           include, but are not limited to, the availability and
           cost of personnel with necessary expertise in this
           area, the ability to identify and correct all
           relevant computer codes and similar uncertainties.