8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 17, 2005

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 1-10606
(Commission File Number) 77-0148231
(I.R.S. Employer
Identification Number)

2655 Seely Avenue, Building 5
San Jose, California
(Address of Principal Executive Offices) 95134
(Zip Code)

Registrant’s telephone number, including area code: (408) 943-1234

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.1

Item 1.01. Entry into a Material Definitive Agreement.

     On May 17, 2005, Cadence Design Systems (“Cadence”) and Michael J. Fister, President and CEO of Cadence, entered into an amendment to Mr. Fister’s Employment Agreement dated May 12, 2004 (the “Employment Agreement”). The amendment provides for Mr. Fister to receive a housing allowance of $5,000 per month through May 15, 2005, and a housing allowance of $17,000 per month from May 16, 2005 through May 15, 2007. As provided in the Employment Agreement, Mr. Fister will receive tax gross-up payments in connection with these payments. All other terms of the Employment Agreement remain unchanged. The amendment to the Employment Agreement was approved by the Compensation Committee of the Board of Directors of Cadence. A copy of the amendment is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

Exhibit		Description
	10.1	Amendment to Employment Agreement, dated as of May 17, 2005, between Cadence Design Systems, Inc. and Michael J. Fister.

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 hereunto duly authorized.

Dated: May 23, 2005

CADENCE DESIGN SYSTEMS, INC.
By:	/s/ R.L. Smith McKeithen
	R.L. Smith McKeithen
	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit		Description
	10.1	Amendment to Employment Agreement, dated as of May 17, 2005, between Cadence Design Systems, Inc. and Michael J. Fister.

EX-10.1

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment to Employment Agreement (this “First Amendment”) is made and entered into as of the 17th day of May, 2005, by and between Cadence Design Systems, Inc. (“Cadence”) and Michael J. Fister (“Executive”).

W I T N E S S E T H:

     WHEREAS, Cadence and Executive have entered into that certain Employment Agreement effective May 12, 2004 (the “Agreement”); and

     WHEREAS, Cadence and Executive desire to amend the Agreement as more particularly set forth herein.

     NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements herein set forth, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the parties hereto, the parties hereto do hereby covenant and agree as follows:

     1. Relocation Benefits. Effective May 15, 2005, Section 3(c) of the Agreement shall be deleted in its entirety, and inserted in lieu thereof shall be the following:

     (c) The Company shall provide Executive with (i) a housing allowance of $5,000 per month from May 12, 2004 through May 15, 2005, (ii) a housing allowance of $17,000 per month from May 16, 2005 through May 15, 2007, and (iii) reimbursement of such other reasonable and actual relocation expenses incurred by Executive as may be agreed to by the Company.

     2. Ratification. The Agreement, as modified by this Amendment, is hereby ratified and confirmed by Cadence and Executive.

     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered as of the date first above written.

CADENCE DESIGN SYSTEMS, INC.
By:	/s/ R.L. Smith McKeithen	/s/ Michael J. Fister
	Name: R.L. Smith McKeithen	Michael J. Fister
	Title: Senior Vice President & General Counsel

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