<PAGE> 1
[SYNOPSYS LETTERHEAD]
December 21, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, DC 20549
RE: REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-68011)
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933,
Synopsys, Inc. (the "Company") respectfully requests that the Commission
withdraw the Company's Registration Statement on Form S-3 (File No. 333-68011)
which became effective on January 22, 1999 (the "Registration Statement"). The
Registration Statement was filed in order to register shares of the Company's
Common Stock issued to the former shareholders of Everest Design Automation
Inc., which was acquired by the Company on November 20, 1998.
The Company is requesting the withdrawal of the Registration Statement
because, pursuant to the terms of the Registration Rights Agreement between the
Company and such former shareholders, the Company's obligation to maintain the
effectiveness of the Registration Statement under the Registration Rights
Agreement expired on November 20, 1999.
Sincerely,
/s/ Steven K. Shevick
--------------------------------------------
Steven K. Shevick
Vice President, Investor Relations and Legal
