UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Cadence Design Systems, Inc.
_________________________________________________________________
(Name of Issuer)
Common
_________________________________________________________________
(Title of Class of Securities)
127387108
____________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement ___. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 3 pages
<PAGE>
CUSIP NO. 127387108
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13G
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
State of Wisconsin Investment Board
39-6006423
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)_____
Not Applicable (b)_____
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Madison, Wisconsin
- -------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF Less than 5%
SHARES -----------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY Not Applicable
EACH
-----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON Less than 5%
WITH
-----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
Not Applicable
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less than 5%
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 5%
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *
EP (Public Pension Fund)
- -------------------------------------------------------------------------------
* SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 3 pages
<PAGE>
ITEM 1. ISSUER
(a) Cadence Design Systems Inc.
(b) 555 River Oaks Park Way
San Jose, CA 95134
ITEM 2. PERSON FILING
(a) State of Wisconsin Investment Board
(b) P.O. Box 7842
Madison, WI 53707
(c) Wisconsin State Agency
(d) See cover page
(e) See cover page
ITEM 3. THIS STATEMENT IS FILED PURSUANT TO 13D-1(B) OR 13D-2(B) AND THE STATE
OF WISCONSIN INVESTMENT BOARD IS A GOVERNMENT AGENCY WHICH MANAGES PUBLIC
PENSION FUNDS SUBJECT TO PROVISIONS COMPARABLE TO ERISA.
ITEM 4. OWNERSHIP
(a) See Row 9 on Page 2
(b) See Row 11 on Page 2
(c) The State of Wisconsin Investment Board retains sole voting and
dispositive power for all shares.
ITEM 5. IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF THE
DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL OWNER OF MORE
THAN FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING _X_.
ITEM 6. NOT APPLICABLE
ITEM 7. NOT APPLICABLE
ITEM 8. NOT APPLICABLE
ITEM 9. NOT APPLICABLE
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 13, 1995
-----------------
Date
George Natzke
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Signature
George Natzke, Administrator
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Name/Title
Page 3 of 3
