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 and, more recently,
            has shifted the business emphasis of its products to provide a
            collaborative solution to the Company's customers. This emphasis has
            increased the Company's average order size and increased the related
            sales cycle time for the larger orders and may have the effect of
            increasing the volatility of the Company's revenue and profit from
            period to period. 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.

            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 and warranty costs, any of
            which could have a materially adverse effect on the Company's
            business, financial condition and results of operations.

            DEPENDENCE ON DISTRIBUTORS: The Company continues to distribute its
            products principally through its global network of 36 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, Electronic Data Systems Corporation and
            Dassault Systemes provide varying levels of design analysis,
            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 TECHNICAL PERSONNEL: The
            Company is highly dependent upon the ability and experience of its
            senior executives and its key technical and other management
            employees. Although the Company has 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
            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 condition or results of operations.

              Recently, the World Trade Organization ruled that tax incentives
            provided to U.S.-based companies that export their products via a
            foreign sales corporation are prohibited tax subsidies. In September
            2000, the House of Representatives approved the FSC Repeal and
            Extraterritorial Income Exclusion Act (the "Act"). The Act generally
            repeals the foreign sales corporation and implements an
            extraterritorial income tax benefit. The Act provides short-term and
            long-term relief for foreign sales corporations in existence as of
            September 30, 2000. The short-term transition rules permit foreign
            sales corporations to retain benefits through December 31, 2001. Any
            prospective changes regarding tax benefits associated with the
            Company's


            export sales may directly impact the Company's effective tax rate.

            DEPENDENCE ON PROPRIETARY TECHNOLOGY: The Company's success is
            highly dependent upon its proprietary technology. Although the
            Company was awarded a patent by the U.S. Patent and Trademark Office
            for its web-based reporting technology, the Company generally 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
            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 represent a significant
            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. 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.