EX-24. 3 rrd23755_27037.htm POWER OF ATTORNEY rrd23755_27037.html


LIMITED POWER OF ATTORNEY
FOR
ANSYS, INC.
SECTION 16(a) FILINGS

	Known all men by these presents, that the undersigned hereby constitutes and appoints each of
James E. Cashman III, Maria T. Shields or Lisa M. O'Connor, signing singly, the undersigned's true and
lawful attorney-in-fact to:

	(1)	execute for and on behalf of the undersigned, in the undersigned's capacity as
an officer, director and/or stockholder of ANSYS, Inc. (the "Company"), Forms 3, 4,
and 5 and amendments thereto in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;

	(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or
amendment thereto and timely file such form with the United States Securities and
Exchange Commission (the "SEC") and any stock exchange or similar authority; and

	(3)	take any other action of any type whatsoever which, in the opinion of such
attorney-in-fact, may be necessary or desirable in connection with the foregoing
authority, it being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve.

	The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

	This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in
securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney may be filed with the SEC as a confirming statement
of the authority granted herein.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as
of this   27th   day of January, 2004.


	__/s/ Sheila S. DiNardo______________
	Sheila S. DiNardo