May 9, 2019

Trac Pham
Chief Financial Officer
Synopsys, Inc.
690 East Middlefield Road
Mountain View, California 94043

       Re: Synopsys, Inc.
           Form 10-K for the Fiscal Year Ended October 31, 2018
           Filed December 17, 2018
           File No. 000-19807

Dear Mr. Pham:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-K for the Fiscal Year Ended October 31, 2018

Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 11. Income Taxes, page 78

1.    Please describe to us the tax restructuring that took place in the fourth
quarter of 2018 in
      further detail, including the nature of the intangible assets
transferred, the entities involved
      in the transfer, and how the transfer results in a future U.S. tax
deduction. Tell us the
      authoritative accounting literature upon which you relied in recording a
deferred tax asset
      and tax benefit and how you took into consideration the provisions of ASC
740-10-25-
      3(e).
 Trac Pham
FirstName Inc.
Synopsys, LastNameTrac Pham
Comapany NameSynopsys, Inc.
May 9, 2019
May 9, 2019 Page 2
Page 2
FirstName LastName
2.       We note your disclosure that a portion of foreign taxes paid as a
result of the changes to
         your international tax structure in 2018 may result in a U.S. foreign
tax credit, but the
         amount realized cannot be determined at this time. Please explain to
us in more detail this
         disclosure and the basis in U.S. GAAP for not recognizing a deferred
tax asset for foreign
         tax credits.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

      You may contact Diane Fritz, Staff Accountant, at (202) 551-3331 or Laura
Veator, Staff
Accountant, at (202) 551-3716 with any questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
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                                                              and Services