May 26, 1994

VIA EDGAR


Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re:  Cadence Design Systems, Inc. Form 8-A/A
     Amendment No. 1
  
Ladies and Gentlemen:
          
     Accompanying this letter for filing pursuant to the
Securities Exchange Act of 1933, as amended, is a conformed
copy of Amendment No. 1 to the Registration Statement on Form
8-A ("Amendment No. 1") of Cadence Design Systems, Inc. (the
"Company"), which Registration Statement was originally filed
August 29, 1990.  Manually executed signature pages were
executed prior to the time of this electronic filing and will
be retained by the Company for five years.  WE HEREBY REQUEST
THAT THIS AMENDMENT NO. 1 BE DECLARED EFFECTIVE AS SOON AS
PRACTICABLE AFTER THE FILING HEREOF.

     If you have any questions about the enclosed, please
contact the undersigned at (408) 944-7748.

                         Very truly yours,

                         CADENCE DESIGN SYSTEMS, INC

                         //s//

                         James Given
                         Corporate Counsel




                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  FORM 8-A/A
                                 Amendment No.1




                  FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                        PURSUANT TO SECTION 12(b) OR (g) OF
                        THE SECURITIES EXCHANGE ACT OF 1934



                             Cadence Design Systems, Inc.
             (Exact name of registrant as specified in its charter)



     Delaware                                         77-0148231
(State of incorporation or organization)             (I.R.S. Employer
                                                   Identification No.)


         555 River Oaks Parkway
         San Jose, California                            95134
    (Address of principal executive offices)           (Zip Code) 


Securities to be registered pursuant to Section 12(b) of the Act:


                                               Name of each exchange
Title of each class                            on which each class
to be so registered                            is to be registered
- ------------------                             --------------------
Common Stock, $0.01 par value                  New York Stock Exchange
  per share

Common Stock Purchase Rights                   New York Stock Exchange



Securities to be registered pursuant to Section 12(g) of the Act:  None.



Item 1.   Description of Registrant's Securities to be Registered


     The authorized capital stock of Cadence Design Systems, Inc.
("Cadence") consists of 150,000,000 shares of Common Stock, $.01
par value, and 2,000,000 shares of Preferred Stock, $.01 par
value.  Cadence Common Stock is listed on the New York Stock
Exchange under the symbol "CDN."


      Common Stock.  The holders of Cadence Common Stock are
entitled to one vote for each share held of record on all matters
submitted to a vote of stockholders.  There is no cumulative
voting for the election of directors.  Subject to preferences
that may be applicable to any outstanding Cadence Preferred
Stock, holders of Cadence Common Stock are entitled to receive
ratably such dividends as may be declared by the Board of
Directors out of funds legally available therefor.  In the event
of a liquidation, dissolution or winding up of Cadence, holders
of Cadence Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities and the liquidation
preference of any outstanding Cadence Preferred Stock. Holders of
Cadence Common Stock have no preemptive rights and have no rights
to convert their Common Stock into any other securities.  All of
the outstanding shares of Cadence Common Stock are fully paid and
nonassessable.

     Preferred Stock.  The Board of Directors is authorized,
subject to any limitations prescribed by Delaware law, to
determine the dividend rights, dividend rates, conversion rights,
voting rights, rights and terms of redemption, liquidation
preferences, sinking fund terms and other rights, preferences,
privileges and restrictions of any wholly unissued series of
Cadence Preferred Stock, the number of shares constituting any
such series and the designation thereof, without any further
action by the stockholders.  The issuance of Cadence Preferred
Stock may have the effect of delaying, deferring or preventing a
change in control of Cadence without any further action by the
stockholders.  The Board of Directors, without stockholder
approval, can issue Cadence Preferred Stock with voting and
conversion rights which could adversely affect the voting power
of the holders of Cadence Common Stock. Cadence has no present
plans to issue any Preferred Stock.

     Increased Vote Requirements for Certain Business
Combinations.  Cadence's Certificate of Incorporation provides
that, in addition to any vote ordinarily required under Delaware
law, the affirmative vote of (i) the holders of at least 66% of
the voting power of outstanding shares voting together as a
single class (the "66% Vote Requirement") and (ii) the holders of
a majority of Cadence's outstanding disinterested shares (the
"Disinterested Vote Requirement") would be required to approve
certain business combinations involving a related person who
acquires a 5% or more interest in Cadence after March 15, 1987.
For these purposes, the term "related persons" refers to any
person or entity or, any persons or entities acting in concert,
who together with its or their affilaites and associates,
beneficially owns 5% or more of the outstanding voting stock of
Cadence.

     Neither supermajority vote requirement applies to any
proposed business combination approved by a majority of the
disinterested directors of Cadence.  The 66% Vote Requirement
would not apply (but the Disinterested Vote Requirement would
continue to apply) to any proposed business combination if
certain fair price requirements are satisfied.  To satisfy the
fair price requirements, the price per share to be paid to
holders of each class of equity securities of Cadence in any
business combination must be paid in cash or in the same form
that the related person has previously paid for such class of
capital stock and must be at least equal to the highest of (i)
the highest per share price paid or agreed to be paid by the
related person for any shares of such class during the period of
two years immediately prior to announcement of the proposed
business combination (the "Announcement Date") or the highest per
share price paid in the transaction or series of transactions in
which the person, entity or group became a related person,
whichever is higher, (ii) the higher of the fair market value per
share of such class on the Announcement Date or on the date on
which the related person became a related person or (iii) if
applicable, the redemption price per share of such class or, if
such class has no redemption price, the highest amount per share
that such class is entitled to receive upon liquidation of
Cadence.

     The supermajority vote requirements are intended to
discourage, but would not prevent, the initiation of hostile two-
tier tender offers for the capital stock of Cadence and the
initiation of other forms of business combinations without the
prior approval of a majority of the disinterested directors.  To
the extent that the supermajority vote requirements would
discourage corporate transactions that would result in a change
in Cadence's management, such management changes may be less
likely to occur.  Although the purpose of the supermajority vote
requirements is to protect Cadence, its stockholders, employees
and others from unfavorable business combinations, the
supermajority vote requirements could, under certain
circumstances, permit Cadence's Board of Directors or minority
stockholders to frustrate consummation of a business combination
that the holders of a majority of the voting stock of Cadence may
believe to be in their best interests.

     Cadence Rights Agreement.  In June 1989, the Board of
Directors of Cadence declared a dividend of one common share
purchase right (a "Cadence Right") for each outstanding share of
Cadence Common Stock held of record on July 20, 1989.  The terms
of the Cadence Rights are set forth in an Amended and Restated
Rights Agreement (the "Rights Agreement") between Cadence and
Harris Trust Company of California, as rights agent, and the description
below of those terms is qualified in its entirety by reference to
the Rights Agreement.

     Each Cadence Right entitles the registered holder to
purchase from Cadence one share of Cadence Common Stock at a
price of $100 per share, subject to adjustment (the "Exercise
Price").  However, the registered owner will be entitled to
additional benefits in the event that, after the Cadence Right
becomes exercisable (as described below), Cadence is acquired in
a merger or other business combination transaction or 50% or more
of its consolidated assets or earning power is sold.  If such a
transaction occurs, proper provision will be made so that each
holder of a Cadence Right, other than Cadence Rights beneficially
owned by an "Acquiring Person" (described below) will thereafter
have the right to receive, upon exercise (described below) at the
then current Exercise Price, that number of shares of common
stock of the acquiring company which at the time of such
transaction has a market value equal to two times the Exercise
Price of the Cadence Right. Thus, by paying the Exercise Price of
$100 (assuming that continues to be the Exercise Price), the
holder of a Cadence Right would be entitled to purchase common
stock of the acquiring company worth $200.  In the event that any
person or group of affiliated or associated persons acquires
beneficial ownership of 20% or more of the outstanding Cadence
Common Stock (thereby becoming an "Acquiring Person"), each
holder of a Cadence Right, other than Cadence Rights beneficially
owned by the Acquiring Person (which Cadence Rights will
thereafter be void), will thereafter have the right to receive,
upon exercise, shares of Cadence Common Stock having a market
value equal to two times the Exercise Price of the Cadence Right.
Thus, for $100 (assuming that continues to be the Exercise
Price), the holder of a Cadence Right would purchase shares of
Cadence Common Stock worth $200.  If the number of shares of
Cadence Common Stock that Cadence is required to issue upon
exercise of a Cadence Right exceeds the number of Cadence's
authorized but unissued shares, Cadence will be required to
deliver instead an amount of cash or other securities having a
value equal to the shares that it is unable to issue.

     The Cadence Rights do not become exercisable until (i) a
public announcement or disclosure that an Acquiring Person has
acquired beneficial ownership of 20% or more of the outstanding
Cadence Common Stock (the date of such announcement or disclosure
being the "Shares Acquisition Date") or (ii) the announcement of
an intention to make a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by
a person or group of 20% or more of the outstanding Cadence
Common Stock.  The Cadence Rights will expire on May 30, 1999
(the "Final Expiration Date"), unless the Final Expiration Date
is extended or unless the Cadence Rights are earlier redeemed by
Cadence, in each case, as described below.

     The Rights Agreement provides that, until the Cadence Rights
become exercisable, they will be transferred with and only with
the transfer of Cadence Common Stock.

     In the event of a stock dividend, stock split or
reclassification of Cadence Common Stock, or certain other
events, the Exercise Price payable upon exercise of the Cadence
Rights, and the number of shares of Cadence Common Stock or other
securities or property issuable upon exercise of the Cadence
Rights, will be adjusted to prevent dilution.

     At any time after the acquisition by an Acquiring Person of
beneficial ownership of 20% or more of the outstanding Cadence
Common Stock and prior to the acquisition by such person or group
of 50% or more of the outstanding Cadence Common Stock, the Board
of Directors of Cadence may issue additional shares of Cadence
Common Stock in exchange for the Cadence Rights (other than
Cadence Rights owned by such person or group which have become
void), in whole or in part, at an exchange ratio of one share of
Cadence Common Stock per Cadence Right (subject to adjustment).

     The Board of Directors may cause Cadence to redeem the
Cadence Rights in whole, but not in part, at a price of $.01 per
Cadence Right (the "Redemption Price").  The redemption of the
Cadence Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors, in its sole
discretion, may establish. Immediately upon any redemption of the
Cadence Rights, the right to exercise the Cadence Rights will
terminate and the only right of the holders of Cadence Rights
will be to receive the Redemption Price.

     Notwithstanding any other provision of the Rights Agreement,
if, at any time after the Shares Acquisition Date, a majority of
the members of the Board of Directors are persons who were not
members of the Board immediately prior to the Shares Acquisition
Date, then, from and after such time, the Cadence Rights may not
be redeemed. Additionally, the Cadence Rights will not be
exercisable for Cadence Common Stock having a market value of two
times the exercise price of the Cadence Right, upon a person
becoming an Acquiring Person, until Cadence's right to redeem the
Cadence Rights has terminated.

     Also, at any time until the period to redeem the Cadence
Rights has terminated, the terms of the Cadence Rights may be
amended in any respect by the Board of Directors without the
consent of the holders of the Cadence Rights.  Thus, if the Board
of Directors approves a proposed transaction which would
otherwise trigger the exercise rights of the holders of the
Cadence Rights, the Board could elect to allow the transaction to
proceed without triggering those exercise rights.

     The holder of a Cadence Right, as such, will have no rights
as a stockholder of Cadence, including, without limitation, the
right to vote or to receive dividends, until the Cadence Right is
exercised.

     As is the case of the supermajority vote requirements
referred to in "--Increased Vote Requirements for Certain
Business Combinations" above, the issuance of Cadence Rights is
intended to discourage, but would not prevent, the initiation of
hostile tender offers for the capital stock of Cadence and the
initiation of other forms of business combinations without the
prior approval of Cadence's Board of Directors.  To the extent
that the Cadence Rights would discourage corporate transactions
that would result in a change in Cadence's management, such
management changes may be less likely to occur.  Although the
purpose of the Cadence Rights is to protect Cadence, its
stockholders, employees and others from unfavorable combinations,
their existence could, under certain circumstances, permit
Cadence's Board of Directors or minority stockholders to
frustrate consummation of a business combination that the
remaining holders of the voting stock of Cadence may believe to
be in their best interests


SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized.


Dated:    May 26, 1994             CADENCE DESIGN SYSTEMS, INC.


                                   By:  /s/H. Raymond Bingham
                                        H. Raymond Bingham
                                       Executive Vice President Finance
                                       and Administration,
                                       Chief Financial Officer 
                                       and Secretary