<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
ANSOFT CORPORATION
------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
------------------------------------------
(Title of Class of Securities)
036384 10 5
------------------------------------------
(CUSIP Number)
* 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 6 pages
<PAGE> 2
CUSIP No.: 036384 10 5
---------------------
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
ZOLTAN J. CENDES
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSRUCTIONS) (b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 800,818
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY NONE
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 800,818
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
NONE
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,818
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
---------------------------------------------------------------------
Page 2 of 6 pages
<PAGE> 3
ITEM 1(a). NAME OF ISSUER: Ansoft Corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Four Station Square, Suite 660,
Pittsburgh, Pennsylvania 15219
ITEM 2(a). NAME OF PERSON FILING:
Zoltan J. Cendes
ITEM 2(b). ADDRESS OR PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
Four Station Square, Suite 660,
Pittsburgh, Pennsylvania 15219
ITEM 2(c). CITIZENSHIP:
United States
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, Par Value $0.1 Per Share
ITEM 2(e). CUSIP NUMBER:
036384 10 5
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE ACT
(b) ( ) BANK AS DEFINED IN SECTION 3(a)(6) OF THE ACT
(c) ( ) INSURANCE COMPANY AS DEFINED IN SECTION 3(a)(19) OF THE ACT
(d) ( ) INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE
INVESTMENT COMPANY ACT
(e) ( ) INVESTMENT ADVISER REGISTERED UNDER SECTION 203 OF THE
INVESTMENT ADVISERS ACT OF 1940
Page 3 of 6 pages
<PAGE> 4
(f) ( ) EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT
TO THE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974 OR ENDOWMENT FUND
(g) ( ) PARENT HOLDING COMPANY, IN ACCORDANCE WITH SECTION
240.13d-1(b)(ii)(G))
(h) ( ) GROUP, IN ACCORDANCE WITH SECTION 240.13d-1(b)(1)(ii)(H)
Not Applicable
ITEM 4. IF THE PERCENT OF THE CLASS OWNED, AS OF DECEMBER 31 OF THE YEAR
COVERED BY THE STATEMENT, OR AS OF THE LAST DAY OF ANY MONTH DESCRIBED
IN RULE 13d-1(b)(2), IF APPLICABLE, EXCEEDS FIVE PERCENT, PROVIDE THE
FOLLOWING INFORMATION AS OF THE DATE AND IDENTIFY THOSE SHARES WHICH
THERE IS A RIGHT TO ACQUIRE:
(a) AMOUNT BENEFICIALLY OWNED: 800,818
(b) PERCENT OF CLASS: 10.3%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: 800,818 shares
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: None
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF: 800,818 shares
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF: None
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. 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 ( ).
Not Applicable
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON. IF ANY OTHER PERSON IS KNOWN TO HAVE THE RIGHT TO RECEIVE OR
THE POWER TO DIRECT THE RECEIPT OF DIVIDENDS FROM, OR THE PROCEEDS
FROM THE SALE OF, SUCH SECURITIES, A STATEMENT TO THAT EFFECT SHOULD
BE INCLUDED IN RESPONSE TO THIS ITEM AND, IF SUCH INTEREST RELATES TO
MORE THAN FIVE PERCENT OF THE CLASS, SUCH PERSON SHOULD BE IDENTIFIED.
A LISTING OF THE SHAREHOLDERS OF AN INVESTMENT COMPANY REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940 OR THE BENEFICIARIES OF
EMPLOYEE BENEFIT PLANS, PENSION FUND OR ENDOWMENT FUND IS NOT
REQUIRED.
Page 4 of 6 pages
<PAGE> 5
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
IF A PARENT HOLDING COMPANY HAS FILED THIS SCHEDULE, PURSUANT TO RULE
13d-1(b)(ii)(G), SO INDICATE UNDER ITEM 3(g) AND ATTACH AN EXHIBIT
STATING THE IDENTITY AND THE ITEM 3 CLASSIFICATION OF THE RELEVANT
SUBSIDIARY. IF A PARENT HOLDING COMPANY HAS FILED THIS SCHEDULE
PURSUANT TO RULE 13d-1(c) ATTACH AN EXHIBIT STATING THE IDENTIFICATION
OF THE RELEVANT SUBSIDIARY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. IF THE
GROUP HAS FILED THIS SCHEDULE PURSUANT TO RULE 13d-1(b)(ii)(H), SO
INDICATE UNDER ITEM 3(h) AND ATTACH AN EXHIBIT STATING THE IDENTIFY
AND ITEM 3 CLASSIFICATION OF EACH MEMBER OF THE GROUP. IF A GROUP HAS
FILED THIS SCHEDULE PURSUANT TO RULE 13d-1(c) ATTACH AN EXHIBIT
STATING THE IDENTITY OF EACH MEMBER OF THE GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP. NOTICE OF DISSOLUTION OF A GROUP MAY
BE FURNISHED AS AN EXHIBIT STATING THE DATE OF DISSOLUTION AND THAT
ALL FURTHER FILINGS WITH RESPECT TO TRANSACTIONS IN THE SECURITY
REPORTED ON WILL BE FILED, IF REQUIRED, BY MEMBERS OF THE GROUP, IN
THEIR INDIVIDUAL CAPACITY. SEE ITEM 5.
Not Applicable
ITEM 10. CERTIFICATION. THE FOLLOWING CERTIFICATION SHALL BE INCLUDED IF THE
STATEMENT IS FILED PURSUANT TO RULE 13d-1(b):
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.
Page 5 of 6 pages
<PAGE> 6
SIGNATURE
After reasonable inquiry and 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, 1997
--------------------------
Date
/s/ Zoltan J. Cendes
--------------------------
Signature
Zoltan J. Cendes
--------------------------
Name
Page 6 of 6 pages
