Registration No. 333-_____


                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                              __________

                               FORM S-8

                        REGISTRATION STATEMENT
                                UNDER
                      THE SECURITIES ACT OF 1933
                              __________

                             ANSYS, INC.
        (Exact name of registrant as specified in its charter)

          Delaware                                04-3219960
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)             Identification No.)

  275 Technology Drive-Southpointe
    Canonsburg, Pennsylvania                           15317
 (Address of principal executive offices)            (Zip Code)

                   1996 STOCK OPTION AND GRANT PLAN
                       (Full title of the plan)

                            Peter J. Smith
           Chairman,  President and Chief Executive Officer
                             ANSYS, Inc.
                   275 Technology Drive-Southpointe
                   Canonsburg, Pennsylvania  15317
               (Name and address of agent for service)

                            (724) 514-3064
    (Telephone number, including area code, of agent for service)

                   CALCULATION OF REGISTRATION FEE
    Title of       Amount to    Proposed     Proposed     Amount of
   securities         be        maximum      maximum     registration
to be registered  registered(1) offering    aggregate        fee
                                 price       offering
                               per share(2)   price

Common Stock,     1,000,000     $10.76     $1,076,000      $2,153
par value $.01    shares
per share         
                  

     (1)    This Registration Statement also relates to such
indeterminate number of additional shares of ANSYS, Inc. Common
Stock as may be required in the event of a stock dividend,
reverse stock split, split-up, recapitalization, forfeiture of
stock or other similar event.

     (2)  Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h).  The fee is calculated
on the basis of the average of the high and low prices for the
Common Stock of ANSYS, Inc. on July 16, 1998 as reported on the
Nasdaq National Market.
_________________________________________________________________
     The earlier Registration Statement on Form S-8 filed by
ANSYS, Inc. (the "Registrant") with the Securities and Exchange
Commission (the "Commission") on July 23, 1996 (File No. 333-
08613), pertaining to the Registrant's 1996 Stock Option and
Grant Plan and Employee Stock Purchase Plan, is hereby
incorporated by reference.  This incorporation is made pursuant
to General Instruction E of Form S-8 regarding the registration
of additional securities of the same class as other securities
for which there has been filed a Registration Statement on Form S-
8 relating to the same employee benefit plan.


                              PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   
   
   Item 8.  Exhibits.
   
          The   following   exhibits  are  filed   herewith   or
   incorporated  by  reference  as  part  of  this  Registration
   Statement:
   
   Exhibit No.                 Description
   
     
          5.1       Opinion of David Secunda, Esq.,
                    regarding the legality of the
                    securities registered hereunder.
          
         15.1       Letter from Independent Public
                    Accountants regarding unaudited
                    financial information

         23.1      Consent of PricewaterhouseCoopers LLP.
            
          
         23.2      Consent of David Secunda, Esq.
                   (included in the Opinion filed as
                   Exhibit 5.1).



                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-
8  and has duly caused this Registration Statement to be signed  on
its  behalf by the undersigned, thereunto duly authorized,  in  the
City of Canonsburg, Pennsylvania, on this 17th day of July, 1998.

                              ANSYS, INC.


                         By: /s/      Peter J. Smith
                                      Peter J. Smith
                         President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of ANSYS, Inc. hereby constitutes and
appoints Peter J. Smith and John M. Sherbin II, and each of them,
his true and lawful attorneys-in-fact and agents, for him and in
his name, place and stead, in any and all capacities, to sign one
or more amendments to this Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, including post-effective
amendments and other related documents, and to file the same with
the Securities and Exchange Commission under said Act, hereby
granting power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by
virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement and the foregoing Power of
Attorney have been signed by the following persons in the
capacities and on the date(s) indicated:

        Signature                 Capacity            Date
                                                   
/s/ Peter J. Smith           Chairman, Chief       July 17,1998
Peter J. Smith               Executive Officer,
                             President and
                             Director (Principal
                             Executive Officer)

/s/ John M. Sherbin II       Chief Financial       July 17,1998
John M. Sherbin II           Officer, Senior Vice
                             President, Finance
                             and Administration;
                             Secretary (Principal
                             Financial and
                             Accounting Officer)

/s/ Dr. John A. Swanson      Chief Technologist    July 17,1998
Dr. John A. Swanson          and Director

/s/ Jacqueline C. Morby      Director              July 17,1998
Jacqueline C. Morby

/s/ Roger B. Kafker          Director              July 17,1998
Roger B. Kafker

/s/ Gary B. Eichhorn         Director              July 17,1998
Gary B. Eichhorn

/s/ John F. Smith            Director              July 17,1998
John F. Smith

/s/ Roger J. Heinen, Jr.     Director              July 17,1998
Roger J. Heinen, Jr.


                      EXHIBIT INDEX

Exhibit            Description              Sequential Page
No.                                         Number
 5.1      Opinion of David Secunda, Esq.,          6
          regarding the legality of the
          securities registered hereunder.

 15.1     Letter from Independent Public           7
          Accountants regarding unaudited
          financial information

 23.1     Consent of PricewaterhouseCoopers        8
          LLP.

 23.2     Consent of David Secunda, Esq.           6
          (included in the Opinion filed as
          Exhibit 5.1).







                                                  Exhibit 5.1

July 17, 1998



ANSYS, Inc.
275 Technology Drive - Southpointe
Canonsburg, Pennsylvania  15317

            Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

     I am Corporate Counsel of ANSYS, Inc. (the "Company") and I
have acted as counsel for the Company in connection with the
preparation of the Form S-8 Registration Statement to be filed by
the Company with the Securities and Exchange Commission for the
registration under the Securities Act of 1933, as amended, of an
additional 1,000,000 shares of the Company's common stock, par
value $.01 per share (the "Shares"), which are to be offered from
time to time to certain officers, employees and directors of the
Company pursuant to the terms of the Company's 1996 Stock Option
Plan and Grant, as amended (the "Plan"), and which may be sold by
such officers, employees and directors from time to time
hereafter.

     I have examined the originals, certified copies or copies
otherwise identified to my satisfaction as being true copies of
the Plan and such other documents as I have deemed necessary or
appropriate for purposes of this opinion.

     Based on the foregoing, I am of the opinion that the Shares
have been duly and validly authorized and reserved for issuance
and, when issued upon exercise of options granted under the Plan
and pursuant to the terms of the Plan, will be legally and
validly issued, fully paid and nonassessable.

          I hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement.

                         Very truly yours,


                      /s/David Secunda
                         David Secunda








                                                     Exhibit 15.1


July 17,1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re: ANSYS, Inc. Registration Statement on Form S-8


We  are aware that our report dated April 16, 1998, on our review
of interim financial information of ANSYS, Inc. and subsidiaries
for the three  month period ended March 31, 1998  and  included
ANSYS, Inc.'s Quarterly Report on Form 10-Q for the quarter  then
ended, is incorporated  by  reference  in  this  registration
statement.  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/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP






                                                     Exhibit 23.1



      CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We consent to the incorporation by reference in this Registration
Statement on Form S-8 of ANSYS, Inc., relating to the 1996  Stock
Option  and Grant Plan, of our report dated January 29,  1998  on
our  audits  of the consolidated financial statements  of  ANSYS,
Inc.  and subsidiaries as of December 31, 1997 and 1996, and  for
each  of  the three years in the period ended December  31,  1997
which  report is included in the Company's 1997 Annual Report  on
Form 10-K.


/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP



Pittsburgh, Pennsylvania
July 17, 1998