1

                              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, 1999

                                     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 9, 1999 was 16,227,712 shares.




                  ANSYS, INC. AND SUBSIDIARIES

                              INDEX


                                                      Page No.
 PART I.       FINANCIAL INFORMATION                  ---------

Item 1.        Financial Statements

               Condensed Consolidated Balance Sheets -
               September 30, 1999 and December 31, 1998    2

               Condensed Consolidated Statements of
               Income and Comprehensive Income - Three
               and Nine Months Ended September 30, 1999
               and September 30, 1998                      3

               Condensed Consolidated Statements of
               Cash Flows - Nine Months Ended September
               30, 1999 and September 30, 1998             4

               Notes to Unaudited Condensed Consolidated
               Financial Statements                        5

               Review Report of Independent Accountants    6

Item 2.        Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations                                 7-16


PART II.       OTHER INFORMATION

Item 1.        Legal Proceedings                           17

Item 2.        Changes in Securities                       17

Item 6.        Exhibits and Reports on Form 8-K            17

SIGNATURES                                                 18

EXHIBIT INDEX                                              19


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,
                                              1999           1998
                                           __________     __________
                                           (Unaudited)
                 ASSETS
Current assets:
Cash and cash equivalents                       $6,691        $6,589
Short-term investments                          48,158        36,138
Accounts receivable, less allowance for
doubtful accounts of $1,850 in 1999 and          7,806         8,943
$1,900 in 1998
Other current assets                             2,930         1,848
Deferred income taxes                              227           162
                                             ---------     ---------
          Total current assets                  65,812        53,680
Securities available for sale                      182           182
Property and equipment, net                      3,760         3,748
Capitalized software costs, net                    695           426
Goodwill, net                                      492           424
Other intangibles, net                           1,595         1,866
Deferred income taxes                            6,734         7,672
                                           -----------     ---------
          Total assets                       $  79,270     $  67,998
                                           ===========     =========

  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable                               $    55     $     205
Accrued bonuses                                  1,470         2,449
Other accrued expenses and liabilities           2,962         3,437
Customer prepayments                               186           168
Deferred revenue                                10,851         9,372
                                           -----------     ---------
          Total current liabilities             15,524        15,631
Stockholders' equity:
Preferred stock, $.01 par value,
2,000,000 shares authorized                          -             -
Common stock, $.01 par value; 50,000,000
shares authorized; 16,583,758 and 16,395,938
shares issued in 1999 and 1998                     166           164
Additional paid-in capital                      37,408        36,657
Retained earnings                               26,302        15,676
Accumulated other comprehensive income             120           120
Note receivable from stockholder                 (250)         (250)
                                           -----------     ---------
            Total stockholders' equity          63,746        52,367
                                           -----------     ---------
 Total liabilities and stockholders' equity   $ 79,270      $ 67,998
                                           ===========     =========


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 per share data)
                           (Unaudited)


                                Three months ended    Nine months ended
                               Sept. 30,   Sept. 30,   Sept. 30, Sept. 30,
                                 1999         1998        1999      1998
                               ---------   ----------   --------   --------

Revenue:
    Software licenses             $7,609       $7,884   $26,628    $25,661
    Maintenance and service        6,670        5,623    18,913     15,635
                               ---------   ----------   --------   --------
     Total revenue                14,279       13,507    45,541     41,296

Cost of sales:
    Software licenses                823          818     2,593      2,552
    Maintenance and service          757          697     2,261      1,987
                               ---------   ----------   --------   --------
     Total cost of sales           1,580        1,515     4,854      4,539
                               ---------   ----------   --------   --------
Gross profit                      12,699       11,992    40,687     36,757

Operating expenses:
    Selling and marketing          3,387        3,225    11,034      9,448
    Research and development       3,109        2,663     9,743      8,694
    Amortization                     187          218       588        661
    General and administrative     2,088        2,309     6,937      6,990
                               ---------   ----------   --------   --------
     Total operating expenses      8,771        8,415    28,302     25,793
                               ---------   ----------   --------   --------
Operating income                   3,928        3,577    12,385     10,964

Other income                         682          533     1,834      1,398
                               ---------   ----------   --------   --------
Income before income tax
provision                          4,610        4,110    14,219     12,362

Income tax provision               1,244        1,400     3,593      4,165
                               ---------   ----------   --------   --------
Net income                         3,366        2,710    10,626      8,197

Other comprehensive income             -            -         -          -
                               ---------   ----------   --------   --------
Comprehensive income              $3,366       $2,710   $10,626     $8,197
                               =========   ==========   ========   ========
Net income per basic common
share:
    Basic earnings per share       $0.20        $0.17     $0.65      $0.51
    Weighted average shares -
    basic                         16,504       16,080    16,383     16,006
                               ---------   ----------   --------   --------
Net income per diluted common
share:
    Diluted earnings per share     $0.20        $0.16     $0.63      $0.49
    Weighted average shares -
    diluted                       16,967       16,672    16,746     16,634
                               ---------   ----------   --------   --------


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,
                                               1999           1998
                                             ---------      ---------
Cash flows from operating activities:
Net income                                     $10,626         $8,197
Adjustments to reconcile net income to net
cash provided by operating activities:
      Depreciation and amortization              2,041          2,012
      Deferred income tax provision                873            587
      Provision for bad debts                      173            545
Change in operating assets and liabilities:
      Accounts receivable                          964            164
      Other current assets                     (1,082)            296
      Accounts payable, accrued expenses
      and liabilities and customer prepayments (1,586)            135
      Deferred revenue                           1,479            884
                                             ---------      ---------
        Net cash provided by operating
          activities                            13,488         12,820
                                             ---------      ---------

Cash flows from investing activities:
      Capital expenditures                     (1,532)          (707)
      Capitalization of internally developed
       software costs                            (487)          (322)
      Acquisition payment                        (100)              -
      Maturities of short-term investments       6,710          6,248
      Purchase of short-term investments      (18,730)       (27,670)
                                             ---------      ---------
         Net cash used in investing
          activities                          (14,139)       (22,451)
                                             ---------      ---------

Cash flows from financing activities:
      Proceeds from issuance of common
       stock under Employee Stock Purchase Plan    159            168
      Proceeds from exercise of stock options      591             28
      Proceeds from issuance of treasury stock       9            201
      Purchase of treasury stock                   (6)            (5)
                                             ---------      ---------
         Net cash provided by financing
          activities                               753            392
                                             ---------      ---------

Net increase(decrease) in cash and cash
 equivalents                                       102        (9,239)
Cash and cash equivalents, beginning of
period                                           6,589         13,990
                                             ---------      ---------
Cash and cash equivalents, end of  period       $6,691         $4,751
                                             =========      =========
Supplemental disclosures of cash flow
information:
  Cash paid during the period for:
    Income taxes                                $3,550         $2,695


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






                  ANSYS, INC. AND SUBSIDIARIES
      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       SEPTEMBER 30, 1999


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, 1999 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, 1998.
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, 1999 are not necessarily indicative of the results
that may be expected for the year ending December 31, 1999.


2. ACCUMULATED OTHER COMPREHENSIVE INCOME

As of September 30, 1999 and 1998, accumulated other
comprehensive income, as reflected on the condensed consolidated
balance sheets, was comprised of unrealized gains on securities
available for sale.




            REVIEW REPORT OF INDEPENDENT ACCOUNTANTS


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


We have reviewed the accompanying condensed consolidated balance sheet of
ANSYS, Inc. and Subsidiaries as of September 30, 1999, and the
related condensed consolidated statements of income and
comprehensive income for the three-month and nine-month periods
ended September 30, 1999 and 1998 and the condensed consolidated
statements of cash flows for the nine-month periods ended September 30, 1999
and 1998.  These financial statements are the responsibility of
the Company'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 the expression of an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material
modifications that should be made to the accompanying condensed consolidated
interim financial statements 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, 1998, and the related
consolidated statements of income, stockholders' equity and
cash flows for the year then ended (not presented herein); and in
our report dated January 28, 1999, 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, 1998, is fairly
stated in all material respects in relation to the consolidated
balance sheet from which it has been derived.




/s/ PricewaterhouseCoopers LLP
- -----------------------------
Pittsburgh, Pennsylvania
October 11, 1999





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.  Sales, support and
training for customers are provided primarily through the
Company's global network of independent ANSYS Support
Distributors ("ASDs"). The Company distributes and supports its
ANSYS(r) and DesignSpace(r) product lines through its ASDs, certain
direct sales offices, as well as a network of independent
resellers and dealers (value-added resellers or "VARs"). The
following discussion should be read in conjunction with the
attached unaudited condensed consolidated financial statements
and notes thereto for the three-month and nine-month periods
ended September 30, 1999 and September 30, 1998, and with the
Company's audited financial statements and notes thereto for the
fiscal year ended December 31, 1998.

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
below concerning future trends related to paid-up and monthly
lease revenue, expectations of sales growth in the Company's
DesignSpace and ANSYS/Professional products, the Company's
intentions related to continued investments in research and
development, plans related to future capital spending, the
sufficiency of existing cash and cash equivalent balances to meet
future working capital and capital expenditure requirements and
comments regarding the effective tax rate in future quarters, as
well as statements which contain such words as "anticipates",
"intends", "believes", "plans" and other similar expressions.
The Company's actual results could differ materially from those
set forth in forward-looking statements. Certain factors that
might cause such a difference include risks and uncertainties
detailed in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section in the
1998 Annual Report to Shareholders and in "Certain Factors
Regarding Future Results" included herein as Exhibit 99 to this
Form 10-Q.


Results of Operations

Three Months Ended September 30, 1999 Compared to Three Months
Ended September 30, 1998

Revenue.  The Company's total revenue increased 5.7% for the 1999
quarter to $14.3 million from $13.5 million for the 1998 quarter.
This increase primarily resulted from higher maintenance and
service revenue, primarily from maintenance contracts sold in
association with increased paid-up license sales in both the
current and recent quarters.  Increased paid-up license revenue
associated with both new sales of paid-up licenses and, to a
lesser extent, conversions of existing leases to paid-up
licenses, also contributed to the overall revenue increase.

Software license revenue decreased 3.5% for the 1999 quarter to
$7.6 million from $7.9 million for the 1998 quarter, resulting
primarily from decreased sales of both noncancellable annual
leases and monthly leases.  Noncancellable annual lease license
revenue decreased approximately $700,000. This decrease was attributable
to the conversion of certain leases to paid-up licenses, as well as
a significant noncancellable annual lease sold in the prior year
quarter that is scheduled for renewal in the future.  The
Company believes that an increase in its annual lease price as
compared to the prior year was a primary economic factor in
influencing the noncancellable lease conversions.  Monthly lease
license revenue decreased approximately $400,000, which is
consistent with recent quarterly trends. The Company believes
that the reduction in monthly lease license revenue on a
quarterly comparison basis will continue throughout the remainder
of 1999 as existing monthly leases are renewed and new licenses
are sold as noncancellable annual leases, or monthly leases are
converted to paid-up licenses.  Decreases in total related lease revenue were
partially offset by increased revenue from the sale of paid-up
licenses.  Revenue from the sale of paid-up licenses increased
18.8% to $5.2 million from $4.4 million in the prior year
quarter.  The Company anticipates that revenue from sales of
paid-up licenses will increase as sales of its DesignSpace and
ANSYS/Professional products grow.  These products are priced at
much lower price points compared to the traditional high-end
analysis product offerings and are sold primarily as paid-up
licenses.

Maintenance and service revenue increased 18.6% for the third
quarter of 1999 to $6.7 million from $5.6 million for the
comparable 1998 quarter.  The increase was a result of
maintenance contracts sold in association with the increased paid-
up license sales discussed above. These increases were slightly
offset by reduced revenue associated with the portion of
noncancellable annual leases classified as maintenance and
service revenue.  This decrease resulted primarily from a
reduction in noncancellable annual lease sales in both the
current and recent quarters as compared to the comparable prior
year periods.

Of the Company's total revenue for the 1999 quarter,
approximately 56.0% and 44.0%, respectively, were attributable to
international and domestic sales, as compared to 54.2% and 45.8%,
respectively, for the 1998 quarter.

Cost of Sales and Gross Profit.  The Company's total cost of
sales increased 4.3% to $1.6 million, or 11.1% of total revenue,
for the 1999 third quarter from $1.5 million, or 11.2% of total
revenue, for the 1998 third quarter.  The increase in the 1999
quarter was principally attributable to higher salaries and
related expenses associated with increased headcount to support
the growth in revenue.

As a result of the foregoing, the Company's gross profit
increased 5.9% to $12.7 million for the 1999 quarter from $12.0
million for the 1998 quarter.

Selling and Marketing.  Total selling and marketing expenses
increased from $3.2 million, or 23.9% of total revenue in the
1998 quarter to $3.4 million, or 23.7% of total revenue in the
1999 quarter. The increase primarily resulted from additional
headcount and facility costs associated with recently established
strategic direct sales offices in Houston, Texas; Minneapolis,
Minnesota and New England, as well as increased costs associated
with the Company's expanded presence in China and a slightly
revised sales model in Detroit. Higher commission costs related
to direct sales to certain of the Company's major account
customers also contributed to the increase.  These increases were
partially offset by a reduction in costs associated with the
Company's worldwide users' conference.  This biannual event
occurred in 1998 and is next scheduled for the third quarter of
the year 2000.

Research and Development.  Research and development expenses
totaled $3.1 million and $2.7 million for the 1999 and 1998
quarters, respectively, or 21.8% and 19.7% of total revenue in
each respective quarter.  The increase in the 1999 quarter as
compared to the 1998 quarter was principally related to increased
headcount and facility costs associated with the acquisition of
Centric Engineering Systems, and to a lesser extent additional
headcount within the corporate product creation group.  Reduced
capitalization of internal labor costs in the 1999 third quarter also
contributed to the overall increase.  The Company has
traditionally invested significant resources in research and
development activities and intends to continue to make
significant investments through the remainder of 1999.

Amortization.  Amortization expense decreased from $218,000 in
the prior year quarter to $187,000 for the 1999 quarter.  The
reduction primarily related to certain intangible assets,
including capitalized software and a non-compete agreement,
becoming fully amortized during the year.

General and Administrative.  General and administrative expenses
decreased from $2.3 million, or 17.1% of total revenue, in the
1998 quarter, to $2.1 million, or 14.6% of total revenue, in the
1999 quarter.  The change was primarily the result of a reduction
in bad debt expense.

Other Income.  Other income increased 28.0% to $682,000 for the
1999 quarter as compared to $533,000 for the 1998 quarter.  This
increase was attributable to higher interest-bearing cash and
short-term investment balances in 1999.

Income Tax Provision. The Company's effective rate of taxation
was 27.0% for the 1999 quarter as compared to 34.0% for the 1998
quarter.  The effective rate in 1999 was lower than the 1998 rate
as a result of the increased utilization of the Company's foreign
sales corporation.  The foreign sales corporation utilization
favorably impacted the effective tax rates and resulted in such
rates being less than the federal and state combined statutory
rates for each of the third quarters in 1999 and 1998.  The
Company anticipates that the effective tax rate in the fourth
quarter of 1999 will remain comparable to that of the 1999 third
quarter.

Net Income.  The Company's net income in the 1999 quarter was
$3.4 million as compared to $2.7 million in the 1998 quarter.
Diluted earnings per share increased to $.20 in the 1999 quarter
as compared to $.16 in the 1998 quarter as a result of the
increase in net income.  The weighted average shares used in
computing net income per diluted common share increased to 17.0
million in the 1999 quarter from 16.7 million in the 1998
quarter.

Nine Months Ended September 30, 1999 Compared to Nine Months
Ended September 30, 1998

Revenue.  The Company's total revenue increased 10.3% for the
1999 nine months to $45.5 million from $41.3 million for the 1998
nine months. This increase was attributable primarily to an
increase in revenue from paid-up licenses associated with
increased sales of new paid-up licenses and, to a lesser extent,
the conversion of existing leases to paid-up licenses.  Higher
maintenance and service revenue, resulting from broader customer
usage of such services and the Company's continued emphasis on
marketing these services, also contributed to the overall
increase.

Software license revenue totaled $26.6 million for the 1999 nine
months as compared to $25.7 million for the 1998 nine months, an
increase of 3.8%.  The increase resulted principally from an
increase in sales of paid-up licenses. Revenue from sales of paid-
up licenses increased 29.7% for the 1999 nine-month period to
$16.7 million from $12.9 million in the comparable prior year
period.  This increase was partially offset by a 41.9% decrease
in monthly lease license revenue to $2.8 million for the 1999
nine months from $4.8 million for the 1998 nine months. This
decrease was attributable to both an increase in the renewal of
existing monthly leases as noncancellable annual leases and
the conversion of certain existing monthly lease licenses to paid-
up licenses.  The paid-up license revenue increase was also
partially offset by a reduction in noncancellable annual lease
revenue that the Company believes was principally the result of
an increase in its annual lease price as compared to the prior
year.

Maintenance and service revenue increased 21.0% for the 1999 nine-
month period to $18.9 million from $15.6 million for the
comparable 1998 period.  The increase was primarily the result of
maintenance contracts sold in association with the paid-up
license sales discussed above, as well as broader customer usage
of support services and the Company's continued emphasis on
marketing these services.  These increases were partially offset
by reduced revenue associated with the portion of noncancellable
annual leases classified as maintenance and service revenue.
This decrease resulted from the refinement of management's
estimate relative to the allocation of noncancellable annual
lease revenue between paid-up license revenue and maintenance and
service revenue, which occurred in the first quarter of 1998.

Of the Company's total revenue for the 1999 nine months,
approximately 56.7% and 43.3%, respectively, were attributable to
international and domestic sales, as compared to 53.6% and 46.4%,
respectively, for the 1998 nine months.

Cost of Sales and Gross Profit.  The Company's total cost of
sales increased 6.9% to $4.9 million, or 10.7% of total revenue,
for the 1999 nine months from $4.5 million, or 11.0% of total
revenue, for the 1998 nine months. The increase in the 1999
period was principally attributable to higher salaries and
related expenses associated with increased headcount to support
the growth in license and service sales.

As a result of the foregoing, the Company's gross profit
increased 10.7% to $40.7 million for the 1999 nine months from
$36.8 million for the 1998 nine months.

Selling and Marketing.  Selling and marketing expenses increased
16.8% for the nine months ended September 30, 1999 to $11.0
million, or 24.2% of total revenue, from $9.4 million, or 22.9%
of total revenue, for the comparable 1998 period.  The increase
was primarily the result of additional headcount and facility
costs associated with recently established strategic direct sales
offices in Houston, Texas; Minneapolis, Minnesota and New
England, as well as the Company's expanded presence in China and
a slightly revised sales model in Detroit.  Higher commission
costs associated with several direct sales to major account
customers also contributed to the increase.

Research and Development.  Research and development costs
increased 12.1% for the 1999 nine months to $9.7 million, or
21.4% of total revenue, from $8.7 million, or 21.1% of total
revenue, for the 1998 nine months.  The increase in the 1999
period was substantially the result of increased headcount and
facility costs related to the acquisition of Centric Engineering
Systems, and to a lesser extent additional headcount within the
corporate product creation group.  These increases were partially
offset by the capitalization of approximately $410,000 of internal labor
costs related to new commercial product releases in the first
nine months of 1999.

Amortization. Amortization expense decreased from $661,000 for
the 1999 nine-month period to $588,000 for the comparable 1998
period.  The reduction primarily related to certain intangible
assets, including capitalized software and a non-compete
agreement, becoming fully amortized during the year.

General and Administrative.  General and administrative expenses
remained relatively flat for the 1999 nine months at $6.9
million, or 15.2% of total revenue, as compared to $7.0 million,
or 16.9% of total revenue, for the 1998 nine months.  Decreases
in bad debt expense were substantially offset by higher
consulting costs.

Other Income.  Other income increased 31.2% to $1.8 million for
the 1999 nine-month period as compared to $1.4 million for the
1998 nine-month period.  This increase was attributable to higher
interest-bearing cash and short-term investment balances in 1999.

Income Tax Provision. The Company's effective rate of taxation
was 25.3% for the nine months ended September 30, 1999, as
compared to 33.7% for the comparable 1998 period.  The decrease
in the 1999 rate as compared to that of the prior year period was
a result of increased utilization of Company's foreign sales
corporation as well as increased generation of research and
experimentation credits.  The 1999 rate was also favorably impacted
by a one-time tax benefit in the second quarter related to an amended
prior year tax return.   These percentages are less than the
federal and state combined statutory rate due primarily to the
use of a foreign sales corporation, as well as the increased
research and experimentation credits.

Net Income.  The Company's net income in the first nine months of
1999 totaled $10.6 million as compared to net income of $8.2
million in the first nine months of 1998.  As a result of the
increase in net income, diluted earnings per share increased to
$0.63 in the 1999 nine months as compared to diluted earnings per
share of $0.49 in the 1998 nine months. The weighted average
shares used in computing net income per diluted common share
totaled 16.8 million and 16.6 million in the 1999 and 1998 nine-
month periods, respectively.


Liquidity and Capital Resources

As of September 30, 1999, the Company had cash, cash equivalents
and short-term investments totaling $54.8 million and working
capital of $50.3 million, as compared to cash, cash equivalents
and short-term investments of $42.7 million and working capital
of $38.0 million at December 31, 1998.  The short-term
investments are generally investment grade and liquid-type, which
allows the Company to minimize interest rate risk and to
facilitate liquidity in the event an immediate cash need arises.

The Company's operating activities provided cash of $13.5 million
for the nine months ended September 30, 1999 and $12.8 million
for the nine months ended September 30, 1998.  The increase in
the Company's cash flow from operations for the 1999 nine-month
period as compared to the comparable 1998 period was a result of
increased earnings which were partially offset by higher income
tax payments.  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 1999 nine-month period.

Net cash used in investing activities totaled $14.1 million for
the 1999 nine months as compared to $22.5 million of cash used in
investing activities for the 1998 nine months. The use of cash in
the 1999 and 1998 nine-month periods primarily related to the
purchase of short-term investments.  The Company currently plans
additional capital spending of approximately $400,000 throughout
the remainder of 1999; 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 $753,000 and $392,000
for the nine months ended September 30, 1999 and 1998,
respectively. Cash provided from financing activities for the
1999 and 1998 nine-month periods principally related to proceeds
from the issuance of common stock and treasury stock under
employee stock purchase and option plans.

The Company believes that existing cash and cash equivalent
balances together with cash generated from operations will be
sufficient to meet the Company's working capital and capital
expenditure requirements through the remainder of fiscal 1999.
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 financings can be obtained on favorable
terms, if at all.

Management's Assessment of the Year 2000

The year 2000 ("Y2K") problem refers to the inability of software
to process date information later than December 31, 1999.  Date
codes in many software programs are abbreviated to allow only two
digits for the year.  Software with date-sensitive functions that
is not year 2000 compliant may not be able to distinguish whether
"00" means 1900 or 2000.  When that happens, some software will
not work at all and other software will suffer critical
calculation and other processing errors.  Hardware and other
products with embedded chips may also experience problems.

Software Products. The Company provides analysis and engineering
software for optimizing the design of new products.  The
functionality offered by these products is generally not date
dependent and consequently the Company's software products have
minimal date sensitivities or dependencies.

The current releases of the Company's ANSYS and DesignSpace
products are Y2K Compliant, as defined below.  Management
believes that substantially all of its 1998 and 1999 license and
service revenue has been derived from the sale of Y2K Compliant
products and services.  The Company defines "Y2K Compliant" as
the ability to meet the British Standards Institution DISC PD
2000-1: Year 2000 conformity requirements.  This definition
provides that Year 2000 conformity shall mean that neither
performance nor functionality is affected by dates prior to,
during or after the year 2000.

The Company began shipping Y2K Compliant ANSYS products beginning
in 1997 with Release 5.4.  The Company believes that versions of
the ANSYS products shipped between 1993 and 1996 should function
after December 31, 1999.  However, the Company cannot make a
definitive statement regarding these products because they have
not been tested for Y2K compliance on all platforms or on all
versions of operating systems.  Consequently, the Company has
advised its customers who may still be using these older versions
to (a) upgrade to later releases of the Company's software, and
(b) verify that their platforms and operating systems support the
transition to the year 2000.  ANSYS products shipped prior to
1993 will not function after December 31, 1999 and the Company
has continually advised its customers to upgrade such products to
newer versions.

The Company began shipping Y2K Compliant DesignSpace products
beginning in 1996 with release 2.0, with the exception that the
report generator utility contained in the DesignSpace product may
or may not be Y2K Compliant.  The report generator extensively
utilizes many Microsoft components whose Y2K compliance has not
yet been determined; consequently, the DesignSpace report
generator utility may or may not be Y2K Compliant.

Some commentators have predicted significant litigation regarding
Y2K compliance issues, and the Company is aware of such lawsuits
against other software vendors.  Because of the unprecedented
nature of such litigation, it is uncertain whether, or to what
extent, the Company may be affected.  However, at this time the
Company believes that the existence of earlier versions of its
products that are not Y2K Compliant is not likely to have a
material adverse effect on the Company's financial position or
results of operations.

Internal Systems. The Company has developed a Year 2000 Project
Plan ("Y2K Plan") that addresses both information technology
("IT") systems (i.e., business systems and the software
development environment) and other systems such as elevators,
building security and HVAC systems.

The Y2K Plan includes five phases: 1) raising Company awareness,
2) a company-wide system inventory, 3) criticality assessment, 4)
implementation (including remediation, upgrading and/or
replacement of certain systems) and 5) compliance certification
testing. Phases 1 - 3 are complete.  As reflected in the graphs
below, Phases 4 and 5 are also complete for internal systems which
have been identified as high or critical importance during the
criticality assessment of the Y2K Plan.

[Graph of Remediation Complete]

A bar chart entitled 'Compliance Status Established' in the middle
of page 14 of the 10-Q shows that at 9/30/99 and by 12/31/99 (shown
below each bar) the Company has determined compliance status to be
100% for both periods.

[Graph of Remediation Complete]

A bar chart entitled 'Remediation Complete' in the middle of page 14
of the 10-Q shows that at 9/30/99 and by 12/31/99 (shown below each bar)
the Company has determined remediation to be 100% completed by the
respective dates.

[Graph of Final Certification Testing Complete]

A bar chart entitled 'Final Certification Testing Complete' in the middle
of page 14 of the 10-Q shows that at 9/30/99 and by 12/31/99 (shown below
each bar) the Company has determined final certification testing to be 100%
completed by the respective dates.


Cost of Year 2000 Compliance Efforts. The Company has funded its
Y2K Plan from operating cash flows and has not separately
accounted for related costs in the past, partly because the
responsibilities and costs are distributed throughout the
organization and represent a small percentage of total operating
costs.  The Company's current estimate of total costs to the
Company for achieving Y2K compliance is approximately $500,000
over three years (1997 - 2000), with about 94% of those costs
estimated to already have been incurred.  Implementing the Y2K
Plan has caused some delays in other planned IT initiatives;
however, these delays have not had a material effect on the
Company's operations.  There can be no assurance, however, that
there will not be a delay in the completion of the Y2K Plan.
Such a delay could have a material adverse effect on future
results of operations.  The Company may experience unforeseen
problems and costs related to Y2K compliance that could
materially adversely affect the Company's business, results of
operations and financial condition.

Risks and Contingencies. During the 1999 second quarter, the
Company finalized a comprehensive Y2K contingency plan to address
situations that may result if the Company is unable to achieve
Y2K readiness of its critical systems.

Third Party Relationships. The Company has contacted its
distributors and key vendors regarding their Y2K compliance
efforts.  Although the Company has received information from some
of its distributors and vendors regarding their Y2K compliance
efforts, there can be no assurance that the Company will not
experience disruptions in its ability to conduct business because
of Y2K problems experienced by the Company's distributors or
vendors.  The Company has no practical means to verify Y2K
compliance of independent distributors and vendors who have not
yet responded.  To the extent that its key distributors or
vendors experience problems relative to achieving Y2K compliance,
the Company could suffer unanticipated revenue losses.

In addition, the Company does not currently have meaningful
information concerning the Y2K compliance status of its
customers.  As is the case with other software companies, if
significant numbers of the Company's current or future customers
fail to achieve Y2K compliance, or if they divert technology
expenditures away from those that were reserved for computer
aided engineering ("CAE") software to address Y2K compliance
problems, the Company's business, results of operations or
financial condition could be materially adversely affected.

Qualification. The Year 2000 discussion above contains various
forward-looking statements which represent the Company's beliefs
or expectations regarding future events.  When used in the Year
2000 discussion, the words "believes", "expects", "estimates" and
other similar expressions are intended to identify forward-
looking statements.  Forward-looking statements include, without
limitation, the Company's expectations as to when it and its
significant distributors, customers and suppliers will complete
the implementation and compliance phases of the Y2K Plan; its
estimated costs related to the Y2K Plan; the effect of earlier
versions of the Company's products or Y2K problems experienced by
key distributors, vendors or customers; and the Company's belief
that its internal systems and equipment will be Y2K Compliant in
a timely manner.  All forward-looking statements involve a number
of risks and uncertainties that could cause the actual results to
differ materially from the projected results.  Factors that may
cause these differences include, but are not limited to, the
availability of qualified personnel and other information
technology resources, the ability to identify and remediate all
date-sensitive lines of code or to replace embedded chips in
affected systems or equipment, unanticipated delays or expenses
related to remediation and the actions of independent third
parties with respect to Year 2000 problems.

The statements in the previous section include "Year 2000
Readiness Disclosures" within the meaning of the Year 2000
Information and Readiness Disclosure Act of 1998.

Conversion to the Euro

On January 1, 1999, eleven of the member countries of the
European Union established fixed conversion rates between their
existing currencies and one common currency, the euro.  The
legacy currencies will remain legal currency in the participating
countries during a transition period through January 1, 2002.
Beginning on this date, new euro-denominated currency will be
issued and the legacy currencies will be withdrawn from
circulation.

The Company is currently in the early stages of identifying and
addressing issues that may result from the euro conversion such
as changes to information systems to accommodate euro-denominated
transactions, long-term competitive implications and the exposure
to market risk with respect to financial instruments.  Although
the Company's assessment of the impact of the euro conversion is
not yet complete, it does not currently believe that the
conversion will have a material adverse impact on the Company's
financial position or results of operations.

Recently Issued Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities,"
which defines derivatives, requires that all derivatives be
carried at fair value and provides for hedge accounting when
certain conditions are met.  The Standard was effective for all
fiscal quarters of fiscal years beginning after June 15, 1999.
Recently, the FASB delayed the effective date of this Statement
for one year through the issuance of Statement No. 137,
"Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of SFAS No. 133 and an Amendment
of SFAS No. 133."  The Company is currently in the process of
evaluating the prospective impact of Statement No. 133 on its
financial position and results of operations.

                    PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

          The Company is subject to various legal proceedings
          from time to time that arise in the ordinary course of
          business activities.  Each of these matters is subject
          to various uncertainties, and it is possible that these
          matters may be resolved unfavorably to the Company.

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.  These
          options were 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

          July 1999        14,750            7        $7,868.75
          August 1999      12,500            6        $5,000.00
          September 1999    4,062            4        $3,429.05


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 5, 1999      By:  /s/ Peter J. Smith
                                 Peter J. Smith
                                 Chairman and Chief
                                 Executive Officer


Date: November  5, 1999     By:  /s/ Maria T. Shields
                                 Maria T. Shields
                                 Chief Financial Officer












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

October 11, 1999



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 11, 1999 on our review
of interim financial information of ANSYS, Inc. and
Subsidiaries for the three-month and nine-month periods ended
September 30, 1999 and included in the Company's quarterly report on
Form 10-Q for the quarter then ended is incorporated by reference in the
registration statement referred to above.


Very truly yours,

/s/ PricewaterhouseCoopers LLP
- -----------------------------





  

5 1000 9-MOS DEC-31-1999 JAN-01-1999 SEP-30-1999 6,691 48,158 9,656 1,850 0 65,812 3,760 0 79,270 15,524 0 0 0 166 63,580 79,270 26,628 45,541 2,593 4,854 28,302 0 0 14,219 3,593 10,626 0 0 0 10,626 .65 .63




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; changes in
            the 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 related expenses cannot be
            adjusted quickly and is based, in significant part,
            on the Company's expectation for future revenue.
            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.  During certain quarterly
            periods, the Company has been dependent upon
            receiving large orders of perpetual licenses
            involving the payment of a single up-front fee,
            which could increase the volatility of the Company's
            revenue 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 revenue in any quarter is substantially
            dependent on sales completed in the latter part of
            that quarter, and revenue for any future quarter is
            not predictable with any significant degree of
            accuracy.

            Stock Market and Stock Price 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, the
            software industry or the securities markets in
            general. Such factors include, but are not limited
            to, declines in trading price that may be triggered
            by the Company's failure to meet the expectations of
            securities analysts and investors. The Company
            cannot provide assurance that in such circumstances
            the trading price of the Company's common stock will
            recover or that it will not experience a further
            decline.  Moreover, the trading price could be
            subject to additional fluctuations in response to
            quarter-to-quarter variations in the Company's
            operating results, material announcements made by
            the Company or its competitors, conditions in the
            software industry generally, or other events and
            factors, many of which are beyond the Company's
            control.

            In addition, a large percentage of the Company's
            common stock is held by investment funds
            associated with 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 quickly to industry changes,
            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 35 independent, regional 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, 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 rather than the Company's
            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, CAE and computer-aided
            manufacturing ("CAM") markets are intensely
            competitive.  In the traditional CAE market, the
            Company's primary competitors include MSC.Software
            Corporation and Hibbitt, Karlsson and Sorenson, Inc.
            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, Structural
            Dynamics Research Corporation and Dassault Systemes
            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
            markets.  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 Personnel.
            The Company is highly dependent upon the
            ability and experience of its senior executives and
            its key technical, sales and other management employees.
            Although the Company has entered into an employment
            agreement with one executive, the loss of this
            employee, 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 certain international
            regions have continued to experience weaknesses in
            their currency, banking and equity markets.  These
            weaknesses could adversely affect consumer demand
            for the Company's 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 Leases. The Company
            has historically maintained stable recurring revenue
            from the sale of monthly lease licenses and
            noncancellable annual leases for its software
            products.  More recently, 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.  While revenue generated
            from monthly lease licenses and noncancellable
            annual leases currently represents a portion of the
            Company's software license revenue, to the extent
            that perpetual license revenue continues to increase
            as a percentage of total software license revenue,
            the Company's revenue in any period will
            increasingly depend on sales completed during that
            period.

            Risks Associated With Acquisitions. The Company has
            consummated and may continue to consummate certain
            strategic acquisitions in order to provide increased
            capabilities to its existing products, enter new
            product and service markets or enhance its
            distribution channels.  The ability of the Company
            to integrate the acquired businesses, including
            delivering sales and support, ensuring continued
            customer commitment, obtaining further commitments
            and challenges associated with expanding sales in
            particular markets and retaining key personnel, will
            impact the success of these acquisitions.  If the
            Company is unable to properly and timely integrate
            the acquired businesses, there could be a materially
            adverse effect on the Company's business, financial
            condition and results of operations.

            General Contingencies.  The Company is subject to
            various investigations, claims and legal proceedings
            from time to time that arise in the ordinary course
            of its business activities.  These proceedings
            include certain state income tax and sales and use
            tax examinations.  Each of these matters is subject
            to various uncertainties, and it is possible that
            some of these matters may be resolved unfavorably to
            the Company.

            Year 2000 Computer Systems Compliance. The Company
            has developed a plan to address the possible
            exposures related to the impact of the Year 2000 on
            its products, as well as its internal computer
            software and hardware systems.  Details of the
            Company's Year 2000 Plan, along with further
            information regarding costs, timing and risks are
             contained in the "Management's Discussion and
             Analysis of Financial Condition and Results of
             Operations" section of this Form 10-Q under the
             heading "Management's Assessment of the Year 2000."
             The timely resolution of Year 2000 issues by the
             Company and its distributors, customers and
             suppliers is based upon certain assumptions and
             estimates of the Company and independent third
             parties.  To the extent these prove to be incorrect
             or inaccurate, or the Company or its distributors,
             customers or suppliers experience unanticipated
             delays or expenses, this could cause the actual
             outcome to differ materially from the projected
             results.