8-K

                         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):  September 30, 1998



                            CADENCE DESIGN SYSTEMS, INC.
               (Exact name of registrant as specified in its charter)


                                      DELAWARE
                   (State or other jurisdiction of incorporation)


     1-10606                                            77-0148231
(Commission File No.)                        (IRS Employer Identification No.)


                  2655 SEELY ROAD, BUILDING 5, SAN JOSE, CA  95134
               (Address of principal executive offices and zip code)



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

                                  ---------------

Item 5.   OTHER EVENTS.

     On September 30, 1998, Cadence Design Systems, Inc., a Delaware 
corporation (the "Registrant"), acquired from Lucent Technologies Inc., a 
Delaware corporation ("Lucent"), certain assets and liabilities of Lucent's 
Bell Labs Integrated Circuit Design Automation Group.


                                      2.

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS.

(a)  Exhibits.

99.1 Press Release, dated October 1, 1998.


                                      3.

                                     SIGNATURE
                                          
     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.
                                          
                                          CADENCE DESIGN SYSTEMS, INC.
                                          
                                          
Dated:  October 9, 1998                   By: /s/ R.L. Smith McKeithen
                                              ------------------------------
                                              R.L. SMITH MCKEITHEN
                                              Senior Vice President, General 
                                              Counsel and Secretary


                                      4.

                                 INDEX TO EXHIBITS

EXHIBIT   DESCRIPTION OF EXHIBIT

99.1      Press Release, dated October 1, 1998.


                                      5.

EX-99.1

                                                                  EXHIBIT 99.1
For Immediate Release 

Cadence Completes Acquisition of Bell Labs EDA Group 

Brings Together World-Class R&D Talent to Solve Customer Challenges for 
System-on-a-chip Design and Verification

San Jose, CA -- October 1, 1998 -- Cadence Design Systems, Inc. announced that 
its acquisition of the Bell Labs Design Automation Group (BLDA) from Lucent 
Technologies Inc. will be finalized today. The integration of BLDA into 
Cadence creates the world's largest electronic design automation development 
team focused on the complex verification challenges companies face when 
designing integrated circuits (ICs) and next-generation systems-on-a-chip 
(SOC). As a result of the acquisition, more than 100 BLDA employees will join 
Cadence, including software engineers, consulting service experts, and 40 
doctorate technologists. 

"We have an unprecedented opportunity for advancing the state of the art in 
advanced IC design," said Jack Harding, president and CEO of Cadence. "The 
combination of Cadence and BLDA -- supported by joint development ties between 
the Cadence Labs and Bell Labs research and development organizations -- 
results in a wealth of technology and expertise dedicated to delivering the 
industry's most advanced front-to-back flow for multi-level, full-system 
verification."

Bill Evans, head of the BLDA group, concurred, "Given the explosion in 
silicon processes, designers are challenged with the exponentially more 
complex task of verifying that next-generation chips function as intended. 
The similarities between the underlying technologies developed by Cadence and 
BLDA will make the integration straightforward and provide an immediate 
productivity boost to our customers." 

The waiting period imposed by the U.S. Federal Trade Commission and 
Department of Justice as required by the Hart-Scott-Rodino Antitrust 
Improvements Act expired on September 25, 1998, thereby permitting Cadence 
and Lucent to proceed to closing. Pursuant to the agreement between the two 
companies, financial terms for the BLDA acquisition remain undisclosed. 

The matters discussed in this news release involve forward looking 
statements, and actual results may differ materially from those discussed. 
Additional information concerning factors that could cause such a difference 
can be found in the Company's SEC reports, including the reports on Form 10-K 
for the year ended January 3, 1998 and Form 10-Q for the periods ended April 
4 and July 4, 1998. 

About Lucent 

Lucent Technologies, headquartered in Murray Hill, NJ, designs, builds and 
delivers a wide range of public and private networks, communications systems 
and software, data networking systems, business telephone systems and 
microelectronic components. Bell Labs is the research and development arm for 
the company. For more information on Lucent Technologies, visit the Lucent 
web site at http://www.lucent.com. 

About Cadence 

Cadence Design Systems, Inc. provides comprehensive services and software for 
the product development requirements of the world's leading electronics 
companies. Cadence is the largest supplier of software products, consulting 
services, and design services used to accelerate and manage the design of 
semiconductors, computer systems, networking and telecommunications 
equipment, consumer electronics, and a variety of other electronic-based 
products. With more than 4,400 employees and 1997 annual sales of $916 
million, Cadence has sales offices, design centers, and research facilities 
around the world. The company is headquartered in San Jose, Calif. 



and traded on the New York Stock Exchange under the symbol CDN. More 
information about the company, its products and services may be obtained from 
the World Wide Web at http://www.cadence.com. 

Cadence is a registered trademark, and the Cadence logo is a trademark of 
Cadence Design Systems, Inc. All others are properties of their holders. 

For more information, contact:

Laurel (Laurie) Stanley 
Cadence Design Systems, Inc. 
408-428-5019 
las@cadence.com