Mail Stop 4561

      September 19, 2005

Rex S. Jackson
Principal Accounting Officer
Synopsys, Inc.
700 East Middlefield Road
Mountain View, California 94043
(650) 584-5000

	Re:	Synopsys, Inc.
		Form 10-K: For the Year Ended October 30, 2004
		Filed January 12, 2005
		Form 10-Q: For the Quarterly Period Ended January 31,
2005
		Filed March 10, 2005
      Form 10-Q: For the Quarterly Period Ended April 30, 2005
		Filed June 2, 2005
		Form 10-Q: For the Quarterly Period Ended July 31, 2005
		Filed September 6, 2005
		File No. 000-19807

Dear Mr. Jackson,

      We have reviewed your response letter dated July 27, 2005
and
have the following comments.  We may ask you to provide us with
information so we may better understand your disclosure.  Please
be
as detailed as necessary in your explanation.  After reviewing
this
information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.








Form 10-Q for the Period Ended January 31, 2005

Note 11. Other Income (Expense), Page 9

1. We note your response to comment no. 3 and have the following
comment.  We note that for evaluating the error for fiscal 2005
you
used "normalized" pre-tax earnings instead of annualizing net
income
based on interim results for that period.  Indicate why you
believe
that SAB 99 would allow this approach in evaluating whether an
error
is material to the results reported in a fiscal period.
Additionally, indicate the consideration you gave to assessing
materiality based on the impact on earnings per share for each of
the
prior periods.

Form 8-K dated June 8, 2005

2. We note your response to our prior comment # 5.  You state that
you believe that additional payments are probable to resolve this
matter and that it is unlikely that you will have sufficient
information to change your provision.  Indicate the amount of the
current provision and explain whether you had previously accrued
amounts due to this tax exposure.  Tell us why you have not
disclosed
the provision amount in your footnotes in accordance with
paragraph 9
of SFAS 5.


*	*	*	*	*

      As appropriate, please respond to these comments via EDGAR
within 10 business days or tell us when you will provide us with a
response.  Please understand that we may have additional comments
after reviewing your response to our comments.

      You may contact Steve Williams at (202) 551-3478 if you have
any questions regarding our comments on the financial statements
and
related matters.  Please contact me at (202) 551-3488 with any
other
questions.


							Sincerely,



							Stephen Krikorian
      						Accounting Branch Chief


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Rex S. Jackson
Synopsys, Inc.
September 19, 2005
Page 1