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, 1996
 
                                      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 chapter)
 
            DELAWARE                                    04-3219960
            (State or other jurisdiction of             (IRS Employer
            incorporation or organization)              Identification No.)
            
            201 Johnson Road, Houston, PA               15342-1300
            (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 8, 1996 was 16,154,957
            shares.

 
                         ANSYS, INC. AND SUBSIDIARIES

                                     INDEX
                                     -----

 
                                                                           Page No.
                                                                           --------
                                                                     
PART I.                     FINANCIAL INFORMATION 
 
Item 1.                     Financial Statements

                            Consolidated Balance Sheets--September 30,         1
                            1996 and December 31, 1995
 
                            Consolidated Statements of Income--Three and
                            Nine Months Ended September 30, 1996 and
                            September 30, 1995                                 2
 
                            Consolidated Statements of Cash Flows--Nine
                            Months Ended September 30, 1996 and September
                            30, 1995                                           3
 
                            Notes to Consolidated Financial Statements         4
 
                            Review Report of Independent Accountants           6
 
Item 2.                     Management's Discussion and Analysis of
                            Financial Condition and Results of Operations      7
 
PART II.                    OTHER INFORMATION
 
Item 6.                     Exhibits and Reports Filed on Form 8-K            13
 
SIGNATURES                                                                    14
 
EXHIBIT INDEX                                                                 15

Trademarks used in this Form 10-Q: ANSYS is a registered trademark and
ANSYS/AUTOFEA and DesignSpace are a trademark of SAS IP, Inc., a wholly-owned
subsidiary of ANSYS, Inc.

                         PART I  FINANCIAL INFORMATION
Item 1.  Financial Statements:

                         ANSYS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                       (in thousands, except share data)

                                                   September 30,   December 31,
                                                       1996           1995
                                                   -------------   ------------
                 ASSETS                             (unaudited)
                                                             
Current assets:
     Cash and cash equivalents                           $ 9,310       $  8,091
     Accounts receivable, less                                     
      allowance for doubtful accounts                              
      of  $747 in 1996 and $700 in 1995                   11,755          7,666
     Refundable and prepaid income taxes                       -          1,497
     Other current assets                                    529            439
     Deferred income taxes                                   324            356
                                                   -------------   ------------
           Total current assets                           21,918         18,049
Securities available for sale                                915              -
Property and equipment, net                                3,720          3,163
Capitalized software costs, net of
 accumulated amortization of $13,036 in
 1996 and $9,179 in 1995                                   2,466          6,207
Goodwill, net of accumulated amortization
 of  $12,429 in 1996 and $8,762 in 1995                    2,241          5,909
Other intangibles, net                                     1,852          2,807
Deferred income taxes                                      8,888          6,786
                                                   -------------   ------------
           Total assets                                  $42,000       $ 42,921
                                                   =============   ============
LIABILITIES AND STOCKHOLDERS' EQUITY
 (DEFICIT)
Current liabilities:
     Accounts payable                                    $    60       $    639
     Accrued bonuses                                       1,862          1,952
     Accrued pension and profit sharing                      635            387
     Other accrued expenses and                            2,423          1,753
      liabilities
     Accrued interest payable on                               -          1,155
      subordinated debt
     Customer prepayments                                  1,898            972
     Deferred revenue                                      2,817          2,995
     Current portion of long-term debt                         -          5,000
                                                   -------------   ------------
 
           Total current liabilities                       9,695         14,853
Long-term debt, less current portion
 including amounts due to related
 parties of $17,204 in 1995                                    -         33,204
                                                   -------------   ------------
           Total liabilities                               9,695         48,057
Redeemable preferred stock, $.01 par
 value, 800 shares authorized; 412     
 shares issued and outstanding;
 atliquidation value, including accrued
 dividends of $772 in 1995                                     -          4,893
Stockholders' equity (deficit):
     Common stock, $.01 par value;
      50,000,000 shares authorized;    
      16,221,700 shares issued in 1996;
      10,626,000 shares issued in 1995                       162            106
     Class A common stock, $.01 par
      value; nonvoting, 2,000,000     
      shares authorized; 993,750
      shares issued and outstanding in
      1995                                                     -             10
     Additional paid-in capital                           35,750          1,352
     Adjustment for predecessor basis                          -         (7,010)
     Less treasury stock, at cost:  
      71,600 shares held in 1996 and
      54,850 in 1995                                         (12)           (10)
     Retained earnings (deficit)                          (3,896)        (4,142)
     Unrealized appreciation in
      securities available for sale, net                     604              -
     Notes receivable from stockholders                     (303)          (335)
                                                   -------------   ------------
        Total stockholders' equity (deficit)              32,305        (10,029)
                                                   -------------   ------------
           Total liabilities, preferred stock
            and common stockholders' equity
            (deficit)                                    $42,000       $ 42,921
                                                   =============   ============

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

                                                                               1

                         ANSYS, INC. AND SUBSIDIARIES
                       Consolidated Statements of Income
                (in thousands, except share and per share data)
                                  (unaudited)

 
 
                                                                 Three months Ended                    Nine months ended
                                                        ----------------------------------      ------------------------------
                                                        September 30,        September 30,      September 30,    September 30,
                                                            1996                 1995               1996             1995
                                                        -------------        -------------      -------------    -------------
                                                                                                      
Revenue:
   Software licenses                                    $    10,206          $     8,536        $    27,428      $    23,523
   Maintenance and service                                    2,455                1,987              7,306            4,564
                                                        ------------         ------------       ------------     ------------
      Total revenue                                          12,661               10,523             34,734           28,087
                                                                                                                            
Cost of sales:                                                                                                              
   Software licenses                                            828                  726              2,310            2,697
   Maintenance and service                                      575                  342              1,828              949
                                                        ------------         ------------       ------------     ------------
      Total cost of sales                                     1,403                1,068              4,138            3,646
                                                        ------------         ------------       ------------     ------------
Gross profit                                                 11,258                9,455             30,596           24,441
                                                                                                                            
Operating expenses:                                                                                                         
   Selling and marketing                                      2,733                1,738              7,181            5,100
   Research and development                                   2,561                1,982              7,240            6,046
   Amortization                                               2,670                2,663              8,103            7,983
   General and administrative                                 1,999                1,660              5,655            4,655
                                                        ------------         ------------       ------------     ------------
      Total operating expenses                                9,963                8,043             28,179           23,784
                                                        ------------         ------------       ------------     ------------
Operating income                                              1,295                1,412              2,417              657
                                                                                                                            
Interest expense                                                  -                 (978)            (1,669)          (2,994)
Other income                                                    406                   82                561              167
                                                        ------------         ------------       ------------     ------------
Income (loss) before income tax (provision)                                                                                  
   benefit and extraordinary item                             1,701                  516              1,309           (2,170)
                                                                                                                            
Income tax (provision) benefit                                 (635)                (173)              (485)             724 
                                                        ------------         ------------       ------------     ------------
Net income (loss) before extraordinary item                   1,066                  343                824           (1,446)
                                                                                                                            
Extraordinary item, net                                           -                    -               (343)               -
                                                        ------------         ------------       ------------     ------------
Net income (loss)                                       $     1,066          $       343        $       481      $    (1,446)
                                                        ============         ============       ============     ============
                                                                                                                            
Net income (loss) applicable to common stock:                                                                               
   Net income (loss)                                    $     1,066          $       343        $       481      $    (1,446)
   Redeemable preferred stock dividends                           -                 (104)              (236)            (325)
                                                        ------------         ------------       ------------     ------------
                                                        $     1,066          $       239        $       245      $    (1,771)
                                                        ============         ============       ============     ============
Net income (loss) per common share:                                                                                         
   Net income (loss) before extraordinary item          $      0.06          $      0.02        $      0.04      $     (0.14)
   Extraordinary item                                   $         -          $         -        $     (0.02)     $         -
                                                        ------------         ------------       ------------     ------------
   Net income (loss)                                    $      0.06          $      0.02        $      0.02      $     (0.14)
                                                        ============         ============       ============     ============
Shares used in computing per common                                                                                         
   share amounts                                         16,700,000           12,946,000         14,573,000       12,268,000
                                                        ============         ============       ============     ============

                                                                               2

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

                                                Nine months ended
                                          -----------------------------
                                          September 30,   September 30,
                                               1996            1995
                                          -------------   -------------
                                                    
Cash flows from operating activities:
Net income (loss)                              $    481         $(1,446)
Adjustments to reconcile net income
 (loss) to net cash provided by
 operating activities:
      Depreciation and amortization               8,913           8,481
      Extraordinary item                            553               -
      Deferred income tax benefit                (2,381)         (1,777)
      Provision for bad debts                        47              (3)
Change in operating assets and
 liabilities:
      Accounts receivable                        (4,136)         (1,673)
      Refundable and prepaid income
       taxes                                      1,497             261
      Other current assets                          (90)            124
      Accounts payable, accrued     
       expenses and  liabilities and
       customer prepayments                          20            1281
      Deferred revenue                             (178)            859
                                          -------------   -------------
          Net cash provided by 
           operating activities                   4,726           6,107
                                          -------------   -------------
Cash flows from investing activities:
      Capital expenditures                       (1,542)         (1,193)
      Capitalization of internally
       developed software costs                    (117)             (9)
      Payments for software products
       acquired                                       -            (175)
      Notes receivable from stockholders             32             (29)
                                          -------------   -------------
          Net cash used in investing
           activities                            (1,627)         (1,406)
                                          -------------   -------------
Cash flows from financing activities:
      Payments on long-term debt                (21,000)         (4,000)
      Proceeds from issuance of
       restricted stock                             326               -
      Proceeds from exercise of stock
       options                                      113               -
      Repayment of  subordinated notes          (17,204)              -
      Redemption of preferred stock and
       accumulated dividends                     (5,128)              -
      Purchase of treasury stock                     (2)             (4)
      Proceeds from initial public    
       offering, net of issuance costs
       of $1,300                                 41,015               -
                                          -------------   -------------
          Net cash used in financing 
           activities                            (1,880)         (4,004)
                                          -------------   -------------
Net increase in cash and cash                     
 equivalents                                      1,219             697
Cash and cash equivalents, beginning of           
 period                                           8,091           4,300
                                          -------------   -------------
Cash and cash equivalents, end of                 
 period                                           9,310           4,997
                                          =============   =============
Supplemental disclosures of cash flow
 information:
  Cash paid during the period for:
    Interest                                      2,848           3,182
    Income taxes                                  1,136           1,826
Supplemental non cash investing and
 financing activities:
  Deferred interest notes issued for  
   interest in arrears on subordinated
   notes                                              -             508
  Increase in securities available for
   sale                                             915               -

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

                                                                               3

                          ANSYS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SETPEMBER 30, 1996
                                  (UNAUDITED)

1.  BASIS OF PRESENTATION

The accompanying unaudited 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, 1996 should be read in conjunction with the Company's
consolidated financial statements (and notes thereto) included in the Company's
Form S-1 dated June 20, 1996 which includes the year ended December 31, 1995.
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 and nine months ended September 30, 1996 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1996.

2.  INITIAL PUBLIC OFFERING

Effective June 20, 1996, the Company completed its initial public offering of
3,500,000 shares of Common Stock at $13.00 per share.  The net proceeds (after
deducting underwriting discounts and commissions and offering expenses) totaled
$41.0 million and were used as follows:  i) the repayment of approximately $18.5
million of senior secured indebtedness (the "1994 Loan"), including accrued and
unpaid interest; ii) the repayment of $17.5 million of 10% Subordinated Notes
(the "Subordinated Notes") including accrued and unpaid interest; and iii) the
redemption of $5.1 million of Redeemable Preferred Stock, including accumulated
dividends.

3.  EXTRAORDINARY ITEM

The Company incurred an extraordinary item for the nine months ended September
30, 1996 of $343,000, net of income tax benefit.  In connection with the
acquisition of its business in 1994 (the "1994 Acquisition"), the Company
capitalized $925,000 of debt issuance costs and $179,000 associated with an
interest rate cap agreement, the unamortized portion of which totaled $552,866
at June 20, 1996.  As a result of the early repayment of the 1994 Loan with a
portion of the net proceeds from its initial public offering in June 1996, the
Company has written-off the unamortized balance as an extraordinary non-cash
charge in the nine months ended September 30, 1996.

                                                                               4

4.  SECURITIES AVAILABLE FOR SALE

The Company has investments in marketable equity securities that have been
classified under the provisions of SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities", as available-for-sale.  Accordingly,
these investments are carried at fair value, with the unrealized gains and
losses, net of tax, reported in a separate component of stockholders' equity.

5.  NET INCOME (LOSS) PER SHARE

Net income (loss) per share is computed using the weighted average number of
common and common equivalent shares outstanding during each period. Common
equivalent shares are not included in the per share calculations where their
inclusion would be antidilutive, except that, in accordance with certain
Securities and Exchange Commission (SEC) Staff Accounting Bulletins, common and
common equivalent shares issued within 12 months of the initial public offering
date have been included in the calculation as if they were outstanding for all
periods prior to June 20,1996, using the treasury stock method and the initial
public offering price.  Such shares totaled 690,680.  Common equivalent shares
also consist of the common shares issuable upon the exercise of stock options
(using the treasury stock method).  Primary and fully diluted net income (loss)
per share are the same for all periods presented.

                                                                               5

[LOGO OF COOPERS & LYBRAND]

Coopers & Lybrand, L.L.P.
                           600 Grant Street             telephone (412) 355-8000

                           35th Floor
                           Pittsburgh, Pennsylvania     facsimile (412) 355-8089
                           15219-2777

a professional services firm

                   REVIEW REPORT OF INDEPENDENT ACCOUNTANTS
                   ----------------------------------------

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

We have reviewed the unaudited condensed consolidated balance sheet of ANSYS, 
Inc. and subsidiaries as of September 30, 1996, the unaudited condensed 
consolidated statements of income for the three-month and nine-month periods 
ended September 30, 1996 and 1995, and condensed consolidated statements of cash
flows for the nine-month periods ended September 30, 1996 and 1995, which are 
included in ANSYS's Form 10-Q for the period ended September 30, 1996. These 
financial statements are the responsibility of ANSYS's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial 
information consists principally of applying analytical procedures to financial 
data and making inquiries of persons responsible for financial and accounting 
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is 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 condensed consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing 
standards, the consolidated balance sheet of ANSYS, Inc. and subsidiaries as of 
December 31, 1995, and the related consolidated statements of income, 
stockholders' equity (deficit) and cash flows for the year then ended (not 
presented herein). In our report dated April 19, 1996, 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, 1995, is fairly stated, in all material respects, in 
relation to the consolidated balance sheet from which it has been derived.

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

Pittsburgh, Pennsylvania
October 21, 1996

                                                                               6

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 CAD integrated products.  A global network
of ANSYS Support Distributors ("ASDs") provides sales, support and training for
customers.  Additionally, the Company distributes its ANSYS/AutoFEA(TM)
product through its global network of ASDs as well as a network of independent
distributors and dealers (Value-added resellers or "VARs") who support sales of
ANSYS/AutoFEA(TM) to end users throughout the world.  The following discussion
should be read in conjunction with the attached unaudited consolidated financial
statements and notes thereto for the periods ended September 30, 1996 and
September 30, 1995 and with the Company's audited financial statements and notes
thereto for the fiscal year ended December 31, 1995.

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. The Company's actual results could differ materially from those set
forth in the forward-looking statements. Certain factors that might cause such a
difference include possible delays in developing, completing or shipping new or
enhanced products, potential volatility of revenues and profit in any period due
to lower than expected demand for large contracts, as well as other risks and
uncertainties that are detailed from time to time in reports filed by ANSYS,
Inc. with the Securities and Exchange Commission, including ANSYS, Inc.'s
registration statement on Form S-1 and related prospectus dated June 20, 1996,
and the "Risk Factors" described therein, and in the statement of "Certain
Factors Affecting Future Results" included herein as Exhibit 99 to this
Form 10-Q.

Results of Operations

Three Months Ended September 30, 1996 Compared to Three Months Ended September
30, 1995

Revenue.  The Company's revenue increased 20.3% for the 1996 quarter to $12.7
million from $10.5 million for the 1995 quarter.  This increase was attributable
principally to increased domestic and international sales of paid-up licenses
and increased maintenance and services revenue, both of which resulted primarily
from the Company's increased marketing emphasis, market acceptance of new
product releases and broader customer usage of maintenance and support services
in response to accelerated frequency of product releases and the Company's
increased emphasis on marketing its maintenance services.

Software license revenue increased 19.6% for the 1996 quarter to $10.2 million
from $8.5 million for the 1995 quarter, resulting from increased sales of paid-
up licenses in domestic and international markets.  Revenue from sales of paid-
up licenses increased 49.0% for the 1996 quarter to $5.9 million from $4.0
million for the 1995 quarter.  The Company's paid-up license revenue reflected
recognition of substantial revenue from several large contracts that were
formalized during the 1996 quarter from customers such as General Electric, 3M,
Pratt & Whitney and Fiat Avio. The Company believes that large contracts of this
type may reflect an increasing demand for enterprise wide software solutions
from certain of the Company's customers, which, if continued, may increase the
volatility of the Company's revenues and profit from period to period. The
Company also experienced a 5.8% decrease in lease license revenue to $4.3
million for the 1996 quarter from $4.6 million for the 1995 quarter.  This
decrease was attributable to

                                                                               7

an increase in noncancellable annual leases, for which a portion of the annual
license fee is recognized as paid-up revenue upon inception of the lease.
Additionally, the decrease is partially attributable to the conversion of
certain lease licenses to paid-up licenses in the 1996 quarter. Maintenance and
service revenue increased 23.5% for the 1996 quarter to $2.5 million from $2.0
million for the 1995 quarter, as a result of the increase in the sale of paid-up
licenses, broader customer usage of maintenance and support services and
reduction in the warranty period.

Of the Company's total revenue for the 1996 quarter, approximately 54.4% and
45.6%, respectively, were attributable to domestic and international sales, as
compared to 48.0% and 52.0%, respectively, for the 1995 quarter.

Cost of Sales and Gross Profit.  The Company's total cost of sales increased
31.4% to $1.4 million, or 11.1% of total revenue, for the 1996 quarter from $1.1
million, or 10.2% of total revenue, for the 1995 quarter. The Company's cost of
sales for software license revenue increased 14.0% for the 1996 quarter to
$828,000, or 8.1% of software license revenue, from $726,000, or 8.5% of
software license revenue, for the 1995 quarter.  The increase was due primarily
to an increase in royalty fees. The Company's cost of sales for maintenance and
service revenue was $575,000 and $342,000, or 23.4% and 17.2% of maintenance and
service revenue, for the 1996 and 1995 quarters, respectively. This 68.1%
increase in the 1996 quarter as compared to the 1995 quarter reflects an
increase in royalties, consulting fees and headcount.

As a result of the foregoing, the Company's gross profit increased 19.1% to
$11.3 million for the 1996 quarter from $9.5 million for the 1995 quarter.

Selling and Marketing.  Selling and marketing expenses increased 57.3% for the
1996 quarter to $2.7 million, or 21.6% of total revenue, from $1.7 million, or
16.5% of total revenue, for the 1995 quarter.  This growth was attributable
principally to increased personnel costs, including costs associated with
increased headcount and compensation expenses related to building a sales and
marketing organization, as well as increased commissions associated with
increased revenue and increased advertising costs.

Research and Development.  Research and development expenses increased 29.2% for
the 1996 quarter to $2.6 million, or 20.2% of total revenue, from $2.0 million,
or 18.8% of total revenue, for the 1995 quarter. This increase resulted
primarily from employment of additional staff and independent contractors to
develop and enhance the Company's products, including a dedicated team working
on the development of the Company's DesignSpace(TM) product, costs associated
with quality assurance and additional depreciation expense related to equipment
purchases made to implement and enhance a multi-platform development
environment.

Amortization.  Amortization expense was $2.7 million in the third quarter in
both 1996 and 1995. This amortization expense resulted from the 1994 Acquisition
and relates primarily to intangible assets, including goodwill, which are being
amortized from the date of the 1994 Acquisition, March 14, 1994. The unamortized
portion of the goodwill and capitalized software acquired in connection with the
1994 Acquisition will be fully amortized in the first quarter of 1997.

General and Administrative.  General and administrative expenses increased 20.4%
to $2.0 million, or 15.8% of total revenue, for the 1996 quarter from $1.7
million, or 15.8% of total revenue, for the 1995 quarter. The Company has
maintained a relatively stable headcount while adding administrative support
services, such as computerized order fulfillment and corporate-wide information
technology systems, to support its future operations.  The Company also incurred
additional expenses as a result of becoming a publicly owned company.

                                                                               8

Interest.  Interest expense decreased 100.0% for the 1996 quarter to $0 from
$978,000 for the 1995 quarter. This decrease was attributable to the early
repayment of the 1994 Loan and the Subordinated Notes with the net proceeds from
the initial public offering in June 1996.

Other Income. Other income increased for the 1996 quarter to $406,000 as
compared to $82,000 for the 1995 quarter. Approximately $331,000 of this
increase was related to the repayment of a note receivable and related past-due
interest which had previously been determined by the Company to be
uncollectible.

Income Tax Benefit.  The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes." The Company's effective rate of taxation was 37.3% for the 1996 quarter,
as compared to 33.5% for the 1995 quarter.  These percentages are less than the
federal and state combined statutory rate of approximately 39.0% due primarily
to the utilization of research and experimentation credits.

Net Income.  The Company's net income increased in the third quarter of 1996 to
$1,066,000 from net income of $343,000 in the 1995 quarter. Net income per share
increased to $.06 in the 1996 quarter from $.02 in the 1995 quarter.  The
increase in net income per share is attributable to the increase in net income,
as well as the elimination of the preferred stock dividends due to the
redemption of the Redeemable Preferred Stock, which occurred at the time of the
Company's initial public offering in June 1996. The weighted average common and
common equivalent shares used in computing per common shares amounts have
increased to 16,700,000 in the 1996 quarter from 12,946,000 in the 1995 quarter,
primarily as a result of the initial public offering.

Nine Months Ended September 30, 1996 Compared to Nine Months Ended September 30,
1995

Revenue.  The Company's revenue increased 23.7% for the comparative nine months
to $34.7 million from $28.1 million. This increase was attributable principally
to increased domestic and international sales of paid-up licenses and increased
maintenance and services revenue, both of which resulted primarily from the
Company's increased marketing emphasis, market acceptance of new product
releases and broader customer usage of maintenance and support services in
response to accelerated frequency of product releases and the Company's
increased emphasis on marketing its maintenance services.

Software license revenue increased 16.6% for the 1996 nine months to $27.4
million from $23.5 million for the 1995 nine months, resulting principally from
increased sales of paid-up licenses in domestic and international markets.
Revenue from sales of paid-up licenses increased 38.3% for the 1996 nine months
to $13.9 million from $10.0 million for the 1995 nine months. The Company's
paid-up license revenue reflected recognition of substantial revenue from
several large contracts that were formalized during the 1996 quarter from
customers such as General Electric, 3M, Pratt & Whitney and Fiat Avio.  The
Company believes that large contracts of this type may reflect an increasing
demand for enterprise wide software solutions from certain of the Company's
customers, which, if continued, may increase the volatility of the Company's
revenues and profit from period to period.  The Company's lease license revenue
remained stable at $13.5 million for the 1996 and 1995 nine month periods.
Maintenance and service revenue increased 60.1% for the 1996 nine months to $7.3
million from $4.6 million for the 1995 nine months, as a result of a substantial
increase in the sale of paid-up licenses, broader customer usage of maintenance
and support services and reduction in the warranty period.

Of the Company's total revenue for the 1996 nine months, approximately 50.7% and
49.3%, respectively, were attributable to international and domestic sales, as
compared to 53.9% and 46.1%, respectively, for the 1995 nine months.

Cost of Sales and Gross Profit.  The Company's total cost of sales increased
13.5% to $4.1 million, or 11.9% of total revenue, for the 1996 nine months from
$3.6 million, or 13.0% of total revenue, for the

                                                                               9

1995 nine months. The Company's cost of sales for software license revenue
decreased 14.4% for the 1996 nine months to $2.3 million, or 8.4% of software
license revenue, from $2.7 million, or 11.5% of software license revenue, for
the 1995 nine months. The decrease was due primarily to a reduction of expenses
through lower headcount and cost controls and implementation of a more efficient
multi-platform development environment for the Company's product releases and
was partially offset by increased royalty fees. The Company's cost of sales for
maintenance and service revenue was $1,827,000 and $949,000, or 25.0% and 20.8%
of maintenance and service revenue, for the 1996 and 1995 nine months,
respectively. This 92.5% increase in the 1996 nine months as compared to the
1995 nine months reflects an increase in headcount, consulting fees and
royalties.

As a result of the foregoing, the Company's gross profit increased 25.2% to
$30.6 million for the 1996 nine months from $24.4 million for the 1995 nine
months.

Selling and Marketing.  Selling and marketing expenses increased 40.8% for the
1996 nine months to $7.2 million, or 20.7% of total revenue, from $5.1 million,
or 18.2% of total revenue, for the 1995 nine months. The increase in selling and
marketing expenses resulted primarily from increased personnel costs, including
costs associated with increased headcount and compensation expenses related to
the establishment of a sales force to support the Company's distribution
network, as well as increased commissions associated with increased revenue and
increased advertising costs.

Research and Development.  Research and development expenses increased 19.8% for
the 1996 nine months to $7.2 million, or 20.8% of total revenue, from $6.0
million, or 21.5% of total revenue, for the 1995 nine months.  This increase
resulted primarily from employment of additional staff and independent
contractors to develop and enhance the Company's products, including a dedicated
team working on the development of the Company's DesignSpace(TM) product, costs
associated with quality assurance and additional depreciation expense related to
equipment purchases made to implement and enhance a multi-platform development
environment.

Amortization.  Amortization expense was $8.1 million for the 1996 nine months
and $8.0 million for the 1995 nine months. This amortization expense resulted
from the 1994 Acquisition and relates primarily to intangible assets, including
goodwill, which are being amortized from the date of the 1994 Acquisition, March
14, 1994. The unamortized portion of the goodwill and capitalized software
acquired in connection with the 1994 Acquisition will be fully amortized in the
first quarter of 1997.

General and Administrative.  General and administrative expenses increased 21.5%
for the 1996 nine months to $5.7 million, or 16.3% of total revenue, from $4.7
million, or 16.6% of total revenue, for the 1995 nine months. The Company has
maintained a relatively stable headcount while adding administrative support
services, such as a computerized order fulfillment and corporate-wide
information technology systems, to support its future operations. The Company
also incurred additional expenses as a result of becoming a publicly owned
company.

Interest.  Interest expense decreased 44.3% for the 1996 nine months to $1.7
million from $3.0 million for the 1995 nine months. This decrease was
attributable to the early repayment of the 1994 Loan and the Subordinated Notes
with the net proceeds from the initial public offering in June 1996.

Other Income. Other income increased for the 1996 nine months to $561,000 from
$167,000 for the 1995 nine months. Approximately $331,000 of this increase was
related to the repayment of a note receivable and related past-due interest
which had previously been determined by the Company to be uncollectible.

Income Tax Benefit.  The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes." The Company's effective rate of taxation was 37.1% for the 1996 nine
months, as compared to 33.4% for the 1995 nine months. These percentages

                                                                              10

are less than the federal and state combined statutory rate of approximately
39.0% due primarily to the utilization of research and experimentation credits.

Net Income(Loss).  The Company's net income before extraordinary item in the
nine months of 1996 was $824,000 compared to a net loss of $1,446,000 in the
1995 nine months. The net income including the extraordinary item in the 1996
nine months was $481,000. Net income per share increased to $.02 in the nine
months of 1996 as compared to a net loss of $.14 in the 1995 nine months.  The
increase in net income per share is attributable to the increase in net income,
as well as the elimination of the preferred stock dividends due to the
redemption of the Redeemable Preferred Stock, which occurred at the time of the
Company's initial public offering in June 1996. The weighted average common and
common equivalent shares used in computing per common shares amounts have
increased to 14,573,000 in the nine months of 1996 from 12,268,000 in the 1995
nine months, primarily as a result of the initial public offering.

Liquidity and Capital Resources

As of  September 30, 1996, the Company had cash and cash equivalents of $9.3
million and working capital of $12.2 million, as compared to cash and cash
equivalents of  $8.1 million and working capital of $3.2 million at December 31,
1995. The improvement in the working capital position was due primarily to the
net proceeds of $41.0 million received from the Company's initial public
offering on June 25, 1996. The proceeds from the offering were used to repay the
1994 Loan and the Subordinated Notes, including accrued and unpaid interest, and
retire all of the Company's outstanding Redeemable Preferred Stock, including
accumulated dividends.  Previously, the Company also had available to it a $1.0
million revolving line of credit with a commercial bank under a credit
facilities agreement.  During the second quarter of 1996, the Company elected to
terminate the line of credit.

The Company's operating activities provided cash of $4.7 million for the nine
months ended September 30, 1996 and $6.1 million for the nine months ended
September 30, 1995.  The Company's cash flow from operations decreased for the
nine months ended September 30, 1996 as compared to the nine months ended
September 30, 1995. This was a result of increased working capital requirements,
primarily relating to an increase in accounts receivable, resulting from an
increase in revenue and slower payments from certain ASDs.

Cash used in investing activities was $1.6 million for the nine months ended
September 30, 1996 and $1.4 million for the nine months ended September 30,
1995. The Company's use of cash in these periods was substantially related to
capital expenditures and internally developed software costs. The Company
expects to spend approximately $2.5 million for capital equipment in 1996
principally for the acquisition of computer hardware, software and equipment.

Financing activities used net cash of $1.9 million for the nine months ended
September 30, 1996 and $4.0 million for the nine months ended September 30,
1995.  Cash provided from financing activities for the nine months ended
September 30, 1996 was due primarily to the net proceeds of $41.0 million
received from the Company's initial public offering on June 25, 1996 (see Note
2).  Cash used for financing activities for the nine months ended September 30,
1996 was the result of the repayment of the 1994 Loan and Subordinated Notes,
payment of related unpaid interest and the redemption of the Redeemable
Preferred Stock and accumulated dividends.  Cash used for the nine months ended
September 30, 1995 was the result of principal repayments made on the 1994 loan.

                                                                              11

New Accounting Pronouncements

In March 1995, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of."
The new standard was implemented in the first quarter of 1996 and did not have a
material effect on the consolidated financial statements.

                                                                              12

                           PART II  OTHER INFORMATION

Item 1.    Legal Proceedings

           Not Applicable.

Item 2.    Changes in Securities

           Not Applicable.

Item 3.    Defaults upon Secured Securities

           Not Applicable.

Item 4.    Submission of Matters to 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 Schedules

                 99    Certain Factors Regarding Future Results
 
           (b)   Reports on Form 8-K.

                 Not Applicable.

                                                                              13

                                   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 14, 1996     By: /s/ Peter J. Smith
                                ---------------------------------------
                                Peter J. Smith
                                Chairman, President and Chief Executive Officer

Date:  November 14, 1996     By: /s/ John M. Sherbin II
                                ---------------------------------------
                                John M. Sherbin II
                                Vice President, Finance and Administration,
                                Secretary, Treasurer and Chief Financial Officer

                                                                              14

Item 6.

                                 EXHIBIT INDEX
                                 -------------

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

                                                                              15

                                                                EXHIBIT 15
                                                                October 21, 1996

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 and gentlemen:

We are aware that our report dated October 21, 1996 on our review of interim 
financial information of ANSYS, Inc. and Subsidiaries for the three-month and 
nine-month periods ended September 30, 1996 is incorporated by reference in the 
registration statement referred to above. Pursuant to Rule 436(c) under the 
Securities Act of 1933, this report should not be considered a part of the 
registration statement prepared or certified by us within the meaning of 
Sections 7 and 11 of that Act.

Very truly yours,

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

 
 5
 1,000

                   9-MOS
                          DEC-31-1996
                             JAN-01-1996
                               SEP-30-1996
                                            9310
                                       915
                                    12502
                                       747
                                        103
                                 21918
                                            3720
                                       0
                                   42000
                             9695
                                              0
                                0
                                          0
                                           162
                                       32143
                     42000
                                          27428
                                 34734
                                             2310
                                     4138
                                 28179
                                     0
                                1669
                                   1309
                                       485
                                824
                                       0
                                  (343)
                                            0
                                       481
                                      .02
                                      .02

 
EXHIBIT 99  Certain Factors Regarding Future Results

               Information provided by the Company or its spokespersons from
            time to time may 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; software errors or other product quality problems;
            competition and pricing; customer order deferrals in anticipation of
            new products or product enhancements; reduction in demand for the
            Company's products; changes in operating expenses; mix of software
            license and maintenance and service revenue; personnel changes; and
            general economic conditions.  A substantial portion of the Company's
            operating expenses is related to personnel, facilities and marketing
            programs.  The level of personnel and personnel expenses cannot be
            adjusted quickly and is based, in significant part, on the Company's
            expectation for future revenues.  The Company does not typically
            experience significant order backlog.  Further, the Company has
            often recognized a substantial portion of its revenue in the last
            month of a quarter, with this revenue frequently concentrated in the
            last weeks or days of a quarter.  As a result, product revenues in
            any quarter are substantially dependent on orders booked and shipped
            in the latter part of that quarter, and revenues for any future
            quarter are not predictable with any significant degree of accuracy.

               Stock Market Volatility. Market prices for securities of software
            companies have generally been volatile. In particular, the market
            price of the Company's common stock has been and may continue to be
            subject to significant fluctuations as a result of factors affecting
            the computer industry or the securities markets in general.

               In addition, a large percentage of the Company's common stock is
            held by institutional investors. Consequently, actions with respect
            to the Company's common stock by certain of these institutional
            investors could have a significant impact on the market price for
            the stock.

               Rapidly Changing Technology; New Products; Risk of Product
            Defects. The markets for the Company's products are generally
            characterized by rapidly changing technology and frequent new
            product introductions that can render existing products obsolete or
            unmarketable. A major factor in the Company's future success will be
            its ability to anticipate technological changes and to develop and
            introduce in a timely manner enhancements to its existing products
            and new products to meet those changes. If the Company is unable to
            introduce new products and respond to industry changes on a timely
            basis, its business, financial condition and results of operations
            could be materially adversely affected. The introduction and
            marketing of new or enhanced products require the Company to manage
            the transition from existing products in order

            to minimize disruption in customer purchasing patterns. There can be
            no assurance that the Company will be successful in developing and
            marketing, on a timely basis, new products or product enhancements,
            that its new products will adequately address the changing needs of
            the marketplace, or that it will successfully manage the transition
            from existing products. Software products as complex as those
            offered by the Company may contain undetected errors or failures
            when first introduced or as new versions are released, and the
            likelihood of errors is increased as a result of the Company's
            commitment to accelerating the frequency of its product releases.
            There can be no assurance that errors will not be found in new or
            enhanced products after commencement of commercial shipments. Any of
            these problems may result in the loss of or delay in market
            acceptance, diversion of development resources, damage to the
            Company's reputation, or increased service or warranty costs, any of
            which could have a materially adverse effect upon the Company's
            business, financial condition and results of operations.
 
               Dependence on Distributors.  The  Company distributes its
            products principally through its global network of 35 independent,
            regional ANSYS Support Distributors ("ASDs").  The ASDs sell ANSYS
            products and other noncompeting products to new and existing
            customers, expand installations within their existing customer base,
            offer consulting services and provide the first line of ANSYS
            technical support.  The ASDs have more immediate contact with most
            customers who use ANSYS software than does the Company.
            Consequently, the Company is highly dependent on the efforts of the
            ASDs.  Difficulties in ongoing relationships with ASDs, such as
            delays in collecting accounts receivable, ASDs' failure to meet
            performance criteria or to promote the Company's products as
            aggressively as the Company expects, and differences in the handling
            of customer relationships, could adversely affect the Company's
            performance.  Additionally, the loss of any major ASD for any
            reason, including an ASD's decision to sell competing products
            rather than ANSYS 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") market is intensely competitive. In the traditional CAE
            market, the Company's primary competitors include MacNeal-Schwendler
            Corporation, Hibbitt, Karlsson and Sorenson, Inc. and MARC Analysis
            Research Corporation. The Company also faces competition from
            smaller vendors of specialized analysis applications in fields such
            as computational fluid dynamics. In addition, certain integrated CAD
            suppliers such as Parametric Technology Corporation and Structural
            Dynamics Research Corporation provide varying levels of design
            analysis and optimization and verification capabilities as part of
            their product offerings.
 
               The entrance of new competitors would be likely to intensify
            competition in all or a portion of the overall CAD, CAE and CAM
            market.  Some of the Company's current and possible future
            competitors have greater financial, technical, marketing and other
            resources than the Company, and some have well established
            relationships with current and potential customers of the Company.
            It is also possible that alliances among competitors may emerge and
            rapidly acquire significant market share or that competition will
            increase as a result of software industry consolidation.  Increased
            competition may result in price reductions, reduced profitability
            and loss of market

            share, any of which would materially adversely affect the Company's
            business, financial condition and results of operations.

               Dependence on Senior Management and Key Technical Personnel.  The
            Company is highly dependent upon the ability and experience of its
            senior executives, Peter J. Smith and Dr. John A. Swanson, and its
            key technical and other management employees.  Although the Company
            has entered into employment agreements with Mr. Smith and Dr.
            Swanson, the loss of either of these senior executives or a number
            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
            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 copyright and trade secret protection may not
            be available in every foreign country in which the Company sells its
            products. The Company's business, financial condition and results of
            operations could be materially adversely affected by any of these
            risks.

               Dependence on Proprietary Technology. The Company's success is
            highly dependent upon its proprietary technology. The Company does
            not have patents on any of its technology and relies on contracts
            and the laws of copyright and trade secrets to protect its
            technology. Although the Company maintains a trade secrets program,
            enters into confidentiality agreements with its employees and
            distributors and limits access to and distribution of its software,
            documentation and other proprietary information, there can be no
            assurance that the steps taken by the Company to protect its
            proprietary technology will be adequate to prevent misappropriation
            of its technology by third parties, or that third parties will not
            be able to develop similar technology independently. Although the
            Company is not aware that any of its technology infringes upon the
            rights of third parties, there can be no assurance that other
            parties will not assert technology infringement claims against the
            Company, or that, if asserted, such claims will not prevail.

               Increased Reliance on Perpetual Licenses. The Company has
            historically maintained stable recurring revenue from the sale of
            time-based licenses for its software products.  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.  Although
            lease license revenue currently represents a significant portion of
            the Company's software license fee revenue, to the extent that
            perpetual license revenue increases as a percent of total software
            license fee revenue, the Company's revenue in any period will
            increasingly depend on sales completed during that period.