Exhibit 3.01(g)
 
                               FORM OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                          CADENCE DESIGN SYSTEMS, INC.
                         TO BE APPROVED BY STOCKHOLDERS
 
    The undersigned,                    , the                    of Cadence
Design Systems, Inc., a corporation duly organized and existing under the laws
of the State of Delaware (hereinafter referred to as the "Corporation"), does
hereby certify that the following amendment of the Certificate of Incorporation
of the following amendment of the Certificate of Incorporation of the
Corporation, as heretofore amended, has been duly adopted by the Board of
Directors and the stockholders in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware, said amendment being
effected by deleting the introductory paragraph of Article IV of said
Certificate of Incorporation, as heretofore amended, and substituting in lieu
thereof a new introductory paragraph reading as follows:
 
    The total number of shares of all classes of stock which the Corporation
    shall have authority to issue is 300,400,000, consisting of (1) 300,000,000
    shares of Common Stock, par value $.01 per share (hereinafter referred to as
    "Common Stock" and (2) 400,000 shares of Preferred Stock, par value $.01 per
    share (hereinafter called the "Preferred Stock").
 
    IN WITNESS WHEREOF, the undersigned has made this certificate under the seal
of the Corporation and has signed the same as [state title] thereof this     day
of          , 1997.
 
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                                          Name:
                                          Title:
 
Attest:
 
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Name:
Title:
 
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