Mail Stop 4561
September 28, 2005

Mr. Gregory C. Walker
Senior Vice President-Finance and Chief Financial Officer
Magma Design Automation, Inc.
5460 Bayfront Plaza
Santa Clara, California 95054

Re:	Magma Design Automation, Inc.
	Form 10-K for the Fiscal Year ended March 31, 2005
      Filed June 14, 2005
      Form 10-Q for the Fiscal Quarter ended July 3, 2005
      Filed August 12, 2005
	File No. 0-33213

Dear Mr. Walker:

	The staff has performed a financial review of the above
referenced filings and has the following comments on your Annual
Report on Form 10-K for the year ended March 31, 2005 and your
other
periodic filings.  In our comments, we ask you to provide us with
supplemental information so we may better understand your
disclosures. After reviewing this information, we may or may not
raise additional comments. Your response to this letter should be
filed on EDGAR with the Commission no later than October 12, 2005.
If
you are unable to respond by this date, please contact us as soon
as
possible.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 8-K Filed July 28, 2005

1. In your press release dated July 28, 2005, the condensed
consolidated statements of operations presented includes a number
of
measures, including non-GAAP cost of revenues, non-GAAP gross
profit,
non-GAAP income from operations, non-GAAP income before taxes and
non-GAAP net income for which you do not appear to have provided
the
disclosures required by Items 10(e)(1)(C) and 10(e)(1)(D) of
Regulation S-K.  In this regard, please note that each line item,
sub-total, total or other item that has been adjusted represents a
separate non-GAAP measure for which clear, specific disclosure is
required.  Additionally, as your adjustments appear to eliminate
recurring items, the following additional disclosure appears
necessary:

* the manner in which you use the non-GAAP measure to conduct or
evaluate its business;
* the economic substance behind your decision to use such a
measure;
* the material limitations associated with use of the non-GAAP
financial measure as compared to the use of the most directly
comparable GAAP financial measure;
* the manner in which you compensate for these limitations when
using
the non-GAAP financial measure; and
* the substantive reasons why you believe the non-GAAP financial
measure provides useful information to investors.

For further guidance, refer to Question 8, of Frequently Asked
Questions Regarding the Use of Non-GAAP Financial Measures.  Tell
us,
in specific detail, how you intend to address these matters in
future
filings. As part of your response, consider providing us with
example
disclosure.
You also disclose non-GAAP financial information which is
reconciled
to GAAP historical results on a per share basis only. These
reconciliations should be expanded to include operating income
(loss)
and net income (loss).

******

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
any amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

	Any questions should be directed to Sherri Bowen on (202)
551-
3681 or to                 Marc Thomas at (202) 551-3452. You may
also address questions to the undersigned on (202) 551-3730 as I
supervised the review of your filing.


							Sincerely,



							Brad Skinner-Branch Chief,





Magma Deign Automation, Inc.
September 28, 2005
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