March 14, 2002

Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC  20549

         Re:      Synopsys, Inc. (File No. 333-67184)
                  Application for Withdrawal

Ladies and Gentlemen:

Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, Synopsys, Inc., a Delaware corporation (the "Registrant"), hereby
applies for an order granting the immediate withdrawal of its Registration
Statement on Form S-4, File No. 333-67184, together with all exhibits and
amendments thereto (the "Registration Statement"). The Registration Statement
was originally filed with the Securities and Exchange Commission on August 9,
2001. Amendments to the Registration Statement were filed on October 18, 2001
and February 8, 2002.

Pursuant to the Registration Statement, the Registrant proposed to register an
aggregate of 1,748,692 shares of its Common Stock, $0.01 par value per share
(the "Shares"), for issuance in connection with the proposed merger (the
"Proposed Merger") of a subsidiary of the Registrant with and into IKOS Systems,
Inc. ("IKOS"). Pursuant to an agreement dated March 12, 2002, the Registrant and
IKOS terminated the Proposed Merger. No securities have been sold under the
Registration Statement. Accordingly, we hereby request that an order granting
the withdrawal of the Registration Statement be issued by the Securities and
Exchange Commission as soon as possible.

Should you have any questions regarding this matter, please do not hesitate to
contact the undersigned, or Rod Howard of Brobeck, Phleger & Harrison LLP, legal
counsel to the Registrant, at (650) 424-0160.


Synopsys, Inc.

By:      /S/Roger Klein
Name:    Roger Klein
Title:   Deputy General Counsel and Assistant Secretary