Registration No. 333-_____
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                       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                     (I.R.S. Employer
    of 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)

                              James E. Cashman III
                      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                                 Proposed maximum     Proposed maximum     Amount of
      securities             Amount to be        offering price          aggregate       registration
   to be registered          registered(1)         per share(2)       offering price          fee
- --------------------------------------------------------------------------------------------------------
                                                                              
Common Stock, par value     1,100,000 shares          $39.11            $43,021,000       $3,480.40
$.01 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 November 24,
2003 as reported on the Nasdaq National Market.

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         The earlier  Registration  Statements 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,
July 17, 1998 (File No.  333-08613),  pertaining to the Registrant's  1996 Stock
Option and Grant Plan, and September 17, 2001 (File No.  333-69506),  pertaining
to the Registrant's 1996 Stock Option and Grant Plan, are 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.

         23.1            Consent of Deloitte & Touche LLP.

         23.2            Consent of PricewaterhouseCoopers LLP

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

         23.4            Deloitte & Touche LLP Awareness Letter.

                                      II-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 25th day of
November, 2003.

                                      ANSYS, INC.

                                      By: /s/ James E. Cashman III
                                          --------------------------
                                          James E. Cashman III
                                          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 James E. Cashman III
and Maria T. Shields,  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/ James E. Cashman III         President and Chief Executive                November 25, 2003
- ------------------------         Officer (Principal Executive Officer)
James E. Cashman III

/s/ Maria T. Shields             Chief Financial Officer, Vice                November 25, 2003
- --------------------             President, Finance and Administration
Maria T. Shields                 (Principal Financial Officer and
                                 Accounting Officer)

/s/ Peter J. Smith               Chairman of the Board of Directors           November 25, 2003
- ------------------
Peter J. Smith

/s/ Jacqueline C. Morby          Director                                     November 25, 2003
- -----------------------
Jacqueline C. Morby

/s/ Roger J. Heinen, Jr.         Director                                     November 25, 2003
- ------------------------
Roger J. Heinen, Jr.

/s/ John F. Smith                Director                                     November 25, 2003
- -----------------
John F. Smith

/s/ Patrick J. Zilvitis          Director                                     November 25, 2003
- -----------------------
Patrick J. Zilvitis
                                                                              November 25, 2003
/s/ Bradford C. Morley           Director
- ----------------------
Bradford C. Morley

                                      II-2

                                  EXHIBIT INDEX

 Exhibit No.                   Description                                      Sequential Page Number
 -----------                   -----------                                      ----------------------

    5.1       Opinion of David Secunda, Esq., regarding the legality of
              the securities registered hereunder.

    23.1      Consent of Deloitte & Touche LLP.

    23.2      Consent of PricewaterhouseCoopers LLP.

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

    23.4      Deloitte & Touche LLP Awareness Letter

                                      II-3

                                                                     Exhibit 5.1

                                November 25, 2003

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  1,100,000  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  and Grant  Plan,  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 23.1

                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
ANSYS Inc. on Form S-8 of our reports dated  January 29, 2003  (February 4, 2003
as to the last  paragraph  of Note 3) (which  report  expresses  an  unqualified
opinion and includes an explanatory  paragraph  relating to the Company's change
in method of  accounting  for  goodwill  and  other  intangible  assets to adopt
Statement  of  Financial  Accounting  Standards  No.  142,  "Goodwill  and Other
Intangible  Assets") and March 19, 2003,  appearing in the Annual Report on Form
10-K of ANSYS Inc. for the year ended December 31, 2002 and in the Annual Report
on Form 11-K of the ANSYS Inc.  Employee  Stock Purchase Plan for the year ended
January 31, 2003, respectively.

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania
November 25, 2003

                                                                    Exhibit 23.2

                         CONSENT OF INDEPENDENT AUDITORS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  January  30,  2002  relating to the
consolidated  financial  statements,  which  appears  in the  Annual  Report  to
Shareholders of ANSYS Inc.,  which is incorporated in ANSYS Inc.'s Form 10-K for
the year ended  December  31,  2002.  We also  consent to the  incorporation  by
reference  of our report  dated  January  30,  2002  relating  to the  financial
statement schedule, which appears in such Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania
November 25, 2003

                                                                    Exhibit 23.4

November 25, 2003

ANSYS Inc.
275 Technology Drive
Canonsburg, PA 15317

We have made a review, in accordance with standards  established by the American
Institute of Certified Public  Accountants,  of the unaudited  interim financial
information of ANSYS Inc. and  subsidiaries for the periods ended March 31, 2003
and 2002,  June 30, 2003 and 2002 and  September 30, 2003 and 2002, as indicated
in our  reports  dated  April 28,  2003,  July 18,  2003,  and  October 31, 2003
respectively;  because we did not perform an audit,  we  expressed no opinion on
that information.

We are aware that our  reports  referred to above,  which were  included in your
Quarterly  Reports on Form 10-Q for the quarters ended March 31, 2003,  June 30,
2003 and September 30, 2003, are being used in this Registration Statement.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the  Securities  Act of  1933,  are not  considered  a part of the  Registration
Statement  prepared  or  certified  by an  accountant  or a report  prepared  or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP