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PRELIMINARY COPIES

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only
[ ] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

ANSOFT CORPORATION
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NOT APPLICABLE
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(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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PRELIMINARY COPIES
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, SEPTEMBER 11, 1997

To Our Stockholders:

The Annual Meeting of Stockholders (the "Annual Meeting") of Ansoft
Corporation, a Delaware corporation (the "Company"), will be held on Thursday,
September 11, 1997, at 9:00 a.m., local time, at the Sheraton Hotel, 7 Station
Square Drive, Pittsburgh, Pennsylvania 15219-1119, for the following purposes:

1. To elect six directors to serve on the Company's Board of
Directors to serve until the 1998 Annual Meeting of Stockholders.
Please see page 2.

2. To approve an amendment to the Company's Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation")
increasing the number of authorized shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), from 10,000,000
shares of Common Stock to 25,000,000 shares of Common Stock. Please
see page 3.

3. To ratify the appointment of KPMG Peat Marwick LLP as the Company's
independent accountants to audit the books and accounts of the Company
for the year ending April 30, 1998. Please see page 5.

4. To transact such other business as may properly come before the Annual
Meeting and any and all adjournments and postponements thereof.

The Board of Directors has fixed the close of business on July 16,
1997 as the record date for the determination of holders of the Company's
Common Stock entitled to notice of, and to vote at, the Annual Meeting and any
adjournment or postponement thereof.

The enclosed proxy is solicited by the Board of Directors of the
Company. Reference is made to the accompanying Proxy Statement for further
information with respect to the business to be transacted at the Annual
Meeting, including those items listed above.

You are cordially invited to attend the Annual Meeting in person.
Whether or not you plan to attend the Annual Meeting, please complete, sign,
date and return the enclosed proxy card promptly. The return of the enclosed
proxy card will not affect your right to revoke your proxy or to vote in person
if you do attend the Annual Meeting.

By Order of the Board of Directors,

/s/ NICHOLAS CSENDES

Nicholas Csendes
President and Chief Executive Officer

Pittsburgh, Pennsylvania
August 16, 1997

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWNED ON THE
RECORD DATE.

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD,
DATE IT, SIGN IT AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR
YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER
TO AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, WE ASK
YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY.

ANSOFT CORPORATION
Four Station Square, Suite 660
Pittsburgh, Pa 15219-1119

PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors ("Board") of Ansoft Corporation, a
Delaware corporation (the "Company"), for use at the Company's 1997 Annual
Meeting of Stockholders (together with any and all adjournments and
postponements thereof, the "Annual Meeting") to be held on Thursday, September
11, 1997, at 9:00 a.m., local time, at the Sheraton Hotel, 7 Station Square
Pittsburgh, Pennsylvania 15219-1119, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders (the "Notice"). This
Proxy Statement, together with the accompanying Notice and the enclosed proxy
card, are first being sent to stockholders on or about August 16, 1997.

RECORD DATE; VOTING SECURITIES; VOTING AND PROXIES

The Board has fixed the close of business on July 16, 1997 as the
record date for the determination of stockholders entitled to notice of, and to
vote at, the Annual Meeting (the "Record Date"). On the Record Date, there were
8,994,987 shares of common stock of the Company, par value $.01 per share
("Common Stock"), outstanding Each share of Common Stock is entitled to one
vote on each matter properly brought before the Annual Meeting. Abstentions may
be specified as to all proposals to be brought before the Annual Meeting other
than the election of directors.

Shares can be voted at the Annual Meeting only if the stockholder is
present in person or is represented by proxy. If the enclosed proxy card is
properly executed and returned prior to voting at the Annual Meeting, the
shares represented thereby will be voted in accordance with the instructions
marked thereon. In the absence of instructions, shares represented by executed
proxies will be voted as recommended by the Board. Brokers, banks and other
nominee holders will be requested to obtain voting instructions of beneficial
owners of stock registered in their names, and shares represented by a duly
completed proxy submitted by such a nominee holder on behalf of a beneficial
owner will be voted to the extent instructed by the nominee holder on the proxy
card. Rules applicable to nominee holders may preclude them from voting shares
held by them in nominee capacity on certain kinds of proposals unless they
receive voting instructions from the beneficial owners of the shares (the
failure to vote in such circumstances is referred to as a "broker non-vote").

The Board knows of no matters which are to be brought before the
Annual Meeting other than those set forth in the accompanying Notice. If any
other matters properly come before the Annual Meeting, the persons named in the
enclosed proxy card, or their duly appointed substitutes acting at the Annual
Meeting, will be authorized to vote or otherwise act thereon in accordance with
their judgment on such matters.

Any proxy may be revoked at any time prior to its exercise by
attending the Annual Meeting and voting in person, by notifying the Secretary
of the Company of such revocation in writing or by delivering a duly executed
proxy bearing a later date, provided that such notice or proxy is actually
received by the Company prior to the taking of any vote at the Annual Meeting.

The cost of solicitation of proxies for use at the Annual Meeting will
be borne by the Company. Solicitations will be made primarily by mail or by
facsimile, but regular employees of the Company may solicit proxies personally
or by telephone. In addition, the Company has retained American Stock Transfer
to act as the Company's registrar and transfer agent and to assist in the
solicitation of proxies from brokers, nominees, institutions and individuals on
behalf of the Company. In return for such services, the Company

pays American Stock Transfer & Trust Company a monthly $500 fee. Arrangements
will also be made with custodians, nominees and fiduciaries for forwarding of
proxy solicitation materials to beneficial owners of shares held of record by
such custodians, nominees and fiduciaries, and the Company will reimburse such
custodians, nominees and fiduciaries for reasonable expenses incurred in
connection therewith.

QUORUM; VOTES REQUIRED

The presence at the Annual Meeting, in person or by proxy, of shares
of Common Stock representing at least a majority of the total number of shares
of Common Stock entitled to vote on the Record Date will constitute a quorum
for purposes of the Annual Meeting. Shares represented by duly completed
proxies submitted by nominee holders on behalf of beneficial owners will be
counted as present for purposes of determining the existence of a quorum (even
if some such proxies reflect broker non-votes). In addition, abstentions will
be counted as present for purposes of determining the existence of a quorum.

A majority of the votes cast at the Annual Meeting are required for
the adoption of the proposals described below. Broker non-votes will be treated
as shares that neither are capable of being voted nor have been voted and,
accordingly, will have no effect on the outcome of the election of directors.
Abstentions will be counted as shares present at the Annual Meeting and will
thus increase the minimum number of affirmative votes necessary to approve
these proposals. Because they will not be recorded as votes in favor of such
proposals, however, abstentions will have the effect of votes against such
proposals. Broker non-votes with respect to these proposals will be treated as
shares not capable of being voted on these proposals; accordingly, broker
non-votes will have no effect either on the minimum number of affirmative votes
necessary to approve such proposals or on the outcome of voting on such
proposals.

PROPOSAL 1
ELECTION OF DIRECTORS

The Amended and Restated Certificate of Incorporation,(the
"Certificate of Incorporation"), and the By-Laws of the Company provide that
the number of directors (which is to be not less than three) is to be
determined from time to time by resolution of the Board. The Board is currently
comprised of six persons. Unless otherwise instructed, the proxy holders will
vote the proxies received by them for management's six nominees named below,
each of whom is presently a director of the Company. In the event that any
nominee of the Company is unable or declines to serve as a director at the time
of the Annual Meeting, proxies will be voted for any nominee, if any, who shall
be designated by the present Board of Directors to fill the vacancy. It is not
expected that any nominee will be unable or decline to serve as a director. The
term of office of each person elected as a director will continue until the
next Annual Meeting of Stockholders or until his successor has been elected and
qualified or until the earlier of his death, resignation, or removal.

The names of the nominees for the Board of Directors, and certain
information about them, is set forth below.

Director
Name Age Since Principal Occupation
- ---- --- ----- --------------------

Zoltan J. Cendes, Ph.D. 51 1984 Chief Research Scientist and
Chairman of the Board
Nicholas Csendes 53 1984 President, Chief Executive Officer and
Director
Thomas A.N. Miller 49 1984 Director
Jacob K. White, Ph.D.(1) 38 1996 Director
John N. Whelihan (1) 53 1996 Director
Ulrich L. Rohde, Ph.D. 57 1997 Director

- ----------
(1) Member of the Compensation and Audit Committees.

Dr. Zoltan J. Cendes is a founder of Ansoft and has served as
Chairman of the Board of Directors of the Company and its chief research
scientist since its formation in 1984. Since 1982, Dr. Cendes has been
a university professor in electrical and computer engineering at Carnegie
Mellon University. Dr. Cendes has lectured throughout North America,
Europe and Asia on the topic of electromagnetics and finite element analysis
and has published over 100 publications on these topics. Dr. Cendes directs the
research efforts of Ansoft.

Nicholas Csendes is a founder of Ansoft and has served as President,
Chief Executive Officer and Secretary since 1992 and as a director since 1984.
Mr. Csendes was a senior investment officer with Sun Life of Canada for over 15
years. Since 1985, Mr. Csendes has been involved with various public and
private companies including a publicly-held interactive software company, and
has been an officer, director and controlling stockholder of American Banner
Resources, Inc. ("ABR"), a privately-held holding company with various
interests in real estate and public and private securities including a 24.17%
beneficial ownership interest in Ansoft.

Thomas A.N. Miller is a founder of Ansoft and has served as a director
since 1984 and as Chief Financial Officer from 1994 to May of 1997. From 1989
to 1994, Mr. Miller was an officer, director and controlling stockholder of
Southwest Gas. Mr. Miller was a founder of ITN and served as Chairman of the
Board of ITN from its inception in 1988 to 1994, and served as Chief Executive
Officer of ITN from its inception to December 1992. Since 1981, Mr. Miller has
been President, director and controlling stockholder of ABR and its predecessor
companies.

Dr. Jacob K. White became a director of the Company in February 1996.
Since 1991, Dr. White has been an Associate Professor in Electrical
Engineering and Computer Science at the Massachusetts Institute of Technology
("MIT"). From 1987 to 1991, he was an Assistant Professor at MIT.

John N. Whelihan became a director of the Company in March 1996.
For the past five years Mr. Whelihan has served as Vice President in charge
of U.S. private placements for Sun Life Assurance Company of Canada's
United States operations.

Dr. Ulrich L. Rohde became a director of the Company in April 1997
in connection, with Ansoft's the acquisition of Compact Software, Inc.
("Compact") on April 9, 1997. Dr. Rohde was the majority shareholder of
Compact and he has over 20 years of expertise in the microwave systems
technology. Dr. Rohde is an adjunct professor of electrical engineering at
the University of Florida, Gainesville, and George Washington University.
Dr. Rohde has lectured on the topic of microwave circuit simulation and
design throughout North America, Europe and Asia and has published numerous
articles and books on these topics.

Dr. Zoltan J. Cendes and Mr. Nicholas Csendes are brothers. There
are no other family relationships between any of the directors or executive
officers of the Company.

THE BOARD RECOMMENDS VOTING FOR ALL OF THE NOMINEES LISTED ABOVE.
---

PROPOSAL 2

PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE AUTHORIZED COMMON STOCK

The Board recommends that the stockholders adopt an amendment to the
Company's Certificate of Incorporation increasing the authorized number of
shares of Common Stock of the Company from 10,000,000 to 25,000,000 shares. On
June 17, 1997, the Board unanimously approved an amendment to the Certificate
of Incorporation, subject to approval by the Company's stockholders, which
amends Article FOURTH of the Company's Certificate of Incorporation to increase
the authorized Common Stock so that,

as amended, Article FOURTH shall read as provided in the Stockholders Resolution
attached as Exhibit A to this Proxy Statement.

If this proposal is approved by the stockholders, the additional
shares of authorized Common Stock will become part of the existing class of
Common Stock, and the additional shares, when issued, will have the same rights
and privileges as the shares of Common Stock now issued. There are no
pre-emptive rights relating to the Common Stock.

The increase in the authorized Common Stock will not have any
immediate effect on the rights of existing stockholders. However, the Board
will have the authority to issue the newly-authorized Common Stock without
requiring future stockholder approval of such issuances, except as may be
required by applicable law or NASD regulations. To the extent that the
additional authorized shares are issued in the future, they will decrease
existing stockholders' percentage equity ownership and, depending upon the
price at which they are issued, could be dilutive to existing stockholders.

The increase in the authorized number of shares of Common Stock and
the subsequent issuance of such shares could also have the effect of delaying
or preventing a change in control of the Company without further action by the
stockholders. Shares of authorized and unissued Common Stock could (within the
limits imposed by applicable law) be issued in one or more transactions which
would make a change in control of the Company more difficult, and therefore
less likely. Any such issuance of additional stock could have the effect of
diluting the earnings per share and book value per share of outstanding shares
of Common Stock, and such additional shares could be used to dilute the stock
ownership or voting rights of a person seeking to obtain control of the
Company.

If this proposal is approved by the stockholders, the additional
shares of authorized Common Stock will become effective upon the filing of a
Certificate of Amendment as required by the General Corporation Law of the
State of Delaware which the Company intends to file and record as promptly as
practicable after the Meeting. The Board may make any and all changes to the
form of amendment that it deems necessary in order to file the Certificate of
Amendment with the Secretary of State of the State of Delaware. The Board may
also abandon or delay the amendment at any time before or after the Annual
Meeting and prior to the effective date of the amendment if for any reason the
Board deems it advisable to do so.

REASONS FOR PROPOSED AMENDMENT

The proposed increase in authorized Common Stock will enable the
Company to:

1) Issue Common Stock in connection with raising additional equity
capital or in connection with acquisitions, mergers and other
financing transactions involving the issuance of securities.

2) Issue Common Stock without the expense and delay of a special
meeting of stockholders except as otherwise required by applicable
law or the rules of the NASD.

3) Issue Common Stock with respect to the granting of securities under
the 1988 Stock Option Plan, the 1995 Stock Option Plan or pursuant
to other management compensation arrangements which the Board may
adopt.

4) Issue Common Stock in connection with stock splits or stock
dividends.

The Certificate of Incorporation of the Company presently authorizes
the issuance of up to 10,000,000 shares of Common Stock, plus an additional
1,000,000 shares of Preferred Stock. Although the Company has no present plan,
agreements or understandings regarding the issuance of the proposed additional
shares of Common Stock, the Board believes that the adoption of this amendment
is advisable because it will provide the Company with greater flexibility in
connection with possible future transactions, stock splits or stock dividends,
other corporate purposes, and other programs to facilitate expansion and

growth of the Company. At July 18, 1997, there were 8,994,987 shares of Common
Stock issued and outstanding and, an additional 992,217 shares of Common Stock
reserved for issuance under the 1988 Stock Option Plan and the 1995 Stock
Option.

Taking into account the foregoing reserved shares of Common Stock, as
of July 18, 1997, a total of 9,987,204 shares of Common Stock are issued and
outstanding or reserved for grant or exercise.

The Board believes that it is in the best interests of the Company to
have authorized and available 25,000,000 shares of Common Stock in order to
have sufficient authorized but unissued and unreserved shares to provide the
necessary flexibility and alternatives to allow management of the Company to
meet the needs described above.

VOTE REQUIRED

The affirmative vote of a majority of the shares of Common Stock
outstanding as of the Record Date for the Annual Meeting is required to approve
this proposal

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ADOPTION
OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION WHICH WILL
INCREASE THE AUTHORIZED COMMON STOCK TO 25,000,000.

PROPOSAL 3
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Board has selected KPMG Peat Marwick LLP to serve as the Company's
principal accountants for the year ending April 30, 1998. A representative of
KPMG Peat Marwick LLP will be present at the Annual Meeting and will have the
opportunity to make a statement, if such person desires to do so, and to
respond to appropriate questions.

The proposal to ratify the selection of KPMG Peat Marwick LLP will be
approved by the stockholders if it receives the affirmative vote of a majority
of the shares present and entitled to vote on the proposal. If a proxy card is
specifically marked as abstaining from voting on the proposal to approve the
ratification of the selection of KPMG Peat Marwick LLP as independent
accountants, the abstention will have the effect of a vote against the
proposal, even though the shares represented thereby will not be counted as
having been voted against the proposal. Broker non-votes will be treated as
shares not capable of being voted on the proposal and, accordingly, will have
no effect on the outcome of voting on the proposal.

THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION OF KPMG
PEAT MARWICK LLP AS INDEPENDENT ACCOUNTANTS.

INFORMATION RELATING TO BOARD OF DIRECTORS AND COMMITTEES THEREOF

COMMITTEES

The Board met three times during the fiscal year ended April 30, 1997.
The Board has an Audit Committee and a Compensation Committee. The Board does
not have a standing Nominating Committee. No director attended fewer than 75%
of the total number of meetings of the Board and the meetings of any committee
of the Board on which he served during the fiscal year ended April 30, 1997.

During the fiscal year ended April 30, 1997, the Audit Committee met
one time. The Audit Committee reviews, acts on and reports to the Board of
Directors with respect to various auditing and accounting matters, including
the selection of the Company's auditors, the scope of the annual audits, fees

paid to the auditors, the performance of the Company's auditors and the
accounting practices of the Company. Dr. Jacob K. White and John N. Whelihan,
who were not at any time during the year ended April 30, 1997, or at any other
time, officers or employees of the Company, are the only members of the
Compensation Committee.

The Compensation Committee establishes salaries, incentives and other
forms of compensation for officers and other employees of the Company and
administers the stock option plans of the Company. Dr. Jacob K. White and John
N. Whelihan, who were not at any time during the year ended April 30, 1997, or
at any other time, officers or employees of the Company, are the only members
of the Compensation Committee. The Compensation Committee did not meet during
fiscal 1997.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

On April 9, 1997, Dr. Ulrich L. Rohde, a director of the Company and a
nominee for re-election to the Company's Board of Directors, sold 890 shares of
common stock of Compact Software, Inc., a Delaware Corporation ("Compact"), to
the Company pursuant to a stock purchase agreement. Additionally, in the same
transaction, Dr. Meta Rohde, the wife of Dr. Ulrich Rodhe, sold 190 common
shares of Compact common stock to the Company. (Hereinafter, Dr. Ulrich Rodhe's
Compact shares and Dr. Meta Rohde's Compact shares are collectively referred to
as the "Compact Shares".) The Compact Shares represented all of the validily
issued and outstanding shares of Compact. As consideration for the Compact
Shares, Dr. Ulrich Rohde and Dr. Meta Rohde received in the aggregate
$3,000,000 in cash and 1,272,728 shares of Ansoft Common Stock. Additionally,
pursuant to the terms of the stock purchase agreement, upon the Company's
receipt of full payment of an account receivable on Compact's financial
reports, the Company paid Dr. Ulrich Rohde and Dr. Meta Rohde, in the
aggregate, $311,413.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of the Company's Common
Stock, to file reports of, and changes to, their beneficial ownership of such
securities with the Securities and Exchange Commissioner and to furnish copies
of all filed Section 16(a) forms to the Company.

Based solely on its review of the copies of such forms received by it
and representations from certain representing persons that no Form 5 filings
were received for those persons, the Company believes the all such filings
under the Exchange Act in the fiscal year ended April 30, 1997 were filed in a
timely fashion.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table summarizes the aggregate cash compensation for
services in all capacities to the Company for the year ended April 30, 1997 for
the Chief Executive Officer and each of the executive officers of the Company
whose total annual salary and bonus exceeded $100,000 during the fiscal year
ended April 30, 1997, and compensation received by each such individual for the
Company's two prior years (the "Named Executive Officers").

Long-Term Compensation
Annual Compensation Awards
--------------------------------- ------------------------------
Securities
Name and Principal Position Year Salary ($) Bonus ($) Underlying Options (#)
- --------------------------- ---- ---------- --------- ----------------------

Nicholas Csendes 1997 $120,000 $4,800 --
President and 1996 $120,000 -- --
Chief Executive Officer 1995 $120,000 -- --

Zoltan J. Cendes, Ph.D. 1997 $120,000 $4,800 --
Chairman of the Board and 1996 $108,333 -- --
Chief Research Scientist 1995 $ 80,000 -- 200,000

EMPLOYEE STOCK OPTION PLANS

1988 Stock Option Plan. The Company's 1988 Stock Option Plan (the
"1988 Plan") provides for grants of both "incentive stock options" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and "non-qualified stock options" which are not qualified for
treatment under Section 422 of the Code. The purposes of the 1988 Plan are to
encourage ownership of the Common Stock of the Company by employees in order to
attract employees, induce them to remain in the employ of the Company and
provide additional incentive for such employees to promote the success of the
Company. The term of the options granted under the 1988 Plan has generally
been three years, although the 1988 Plan permits the grant of options which may
remain outstanding for up to ten years from the date of grant. If an employee
who has been granted an option ceases to be an employee of the Company for any
reason other than death, disability or termination by the Company for cause,
such employee may exercise that option only during the three-month period
following the date of termination, and only to the extent that the option was
exercisable on the date of termination. An employee of the Company whose
employment is terminated due to death or disability may exercise outstanding
options up to six months following the date of such termination to the extent
that such options are exercisable on the date of termination. Options
automatically expire upon termination of an employee for cause. No option
granted under the 1988 Plan is transferable.

1995 Stock Option Plan. The Company's 1995 Stock Option Plan (the
"1995 Plan") provides for grants of both "incentive stock options" within the
meaning of Section 422 of the Code and "non-qualified stock options" which are
not qualified for treatment under the Code. The purposes of the 1995 Plan are
to attract, retain and reward persons providing services to the Company and to
provide incentive for such persons to contribute to the growth and profits of
the Company in the future.

The 1995 Plan provides that the options shall expire no more than ten
years from the date of grant. If an employee who has been granted an option
ceases to be an employee of the Company for any reason other than termination
by the Company for cause, such employee may exercise that option only during
the three-month period following the date of termination, and only to the
extent that the option was exercisable on the date of termination. Options
automatically expire upon termination of an employee for cause. No option
granted under the 1995 Plan is transferable. Upon the closing of this offering,
the Company intends to terminate its right of first refusal on the sale of
certain shares of Common Stock issued upon the exercise of options under the
1995 Plan.

As of April 30, 1997, options to purchase 992,217 shares of the
Company's Common Stock were outstanding under the 1988 and 1995 Plans and
221,950 shares of the Company's Common Stock were reserved and available for
future grants.

FISCAL YEAR-END OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised Options at In-the-Money Options at FY End
FY-End (#) ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable (1)
- ---- ----------------------------------- -----------------------------------

Nicholas Csendes -- --

Zoltan J. Cendes, Ph.D. 155,200/120,000 $ 225,750/$ 0

(1) Value per share is defined as the market price of Ansoft stock at year end
minus the per share exercise price of the option. The market price of
Ansoft stock on April 30, 1997 was $ 4.75.

EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL AGREEMENTS

Other than the Company's standard form of Non-Competition and
Confidentiality Agreement, the Company does not presently have any employment
contracts in effect with the Named Executive Officers, including any
compensatory plans or arrangements resulting from the resignation, retirement
or other termination of the Named Executive Officers. Compensation for the
Named Executive Officers is currently set by the Board of Directors of the
Company.

DIRECTOR COMPENSATION

Directors receive $1,000 per meeting which they attend and are
reimbursed for all reasonable expenses incurred by them in attending meetings
of the Board of Directors and its committees.

REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

All executive compensation decisions are made by the Compensation
Committee of the Board of Directors (the "Compensation Committee") which is
currently composed of two independent, non-employee directors, Jacob K. White
and John N. Whelihan.

With respect to the compensation of executive officers other than
the President and Chief Executive Officer, Compensation Committee received and
considered significant input from the President. There are currently no
employment agreements with any of the executive officers which fix the annual
salaries of the executive officers, and no part of executive compensation has
been strictly tied to statistical operating performance criteria.

Based on a review of public filings by other comparable publicly-held
software companies, the Compensation Committee believes that the annual base
salaries and bonuses of the Company's executive officers, including its Chief
Executive Officer, generally are and have been set no higher than (and in some
cases, significantly lower than) the annual base salaries and bonuses paid to
executive officers of other software companies. In light of the significant
equity ownership of the Chief Executive Officer and some of the other executive
officers, the Compensation Committee has prior to fiscal 1997 judged it
unnecessary to set annual base salaries and bonuses with respect to such
executive officers at levels which are competitive with those of other software
companies.

During the past fiscal year, the Company granted bonuses to its Chief
Executive Officer, Chief Research Scientist and to all of the Company's
employees. All of the Company's employees participate in a Company-sponsored
bonus plan under which the Company awards bonuses based on the achievement of
certain revenue milestones.

COMPENSATION COMMITTEE

Jacob K. White
John N. Whelihan

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
IN COMPENSATION DECISIONS

Jacob K.White and John N. Whelihan serve as members of the
Compensation Committee of the Board of Directors. Neither Mr. White nor Mr.
Whelihan is or has been an officer or employee of the Company.

COMPARISON OF CUMULATIVE TOTAL RETURN SINCE APRIL 3, 1996

The following graph shows the cumulative total stockholder return on
the Common Stock from April 3, 1996 (the last trading day before the date of
the Company's initial public offering) through April 30, 1997, as compared to
the returns of the Total Return Index for The Nasdaq Stock Market (US) and the

Nasdaq Computer Index. The graph assumes that $100 was invested in the Common
Stock of the Company and in the Total Return Index for The Nasdaq Stock Market
(US) and the Nasdaq Computer Index as of April 3, 1996, and assumes
reinvestment of dividends.

Total Return Index

Measurement period Ansoft The Nasdaq Nasdaq Computer
(Fiscal Year covered) Corporation Stock Market (US) Index
- --------------------------- -------------------------- -------------------------- --------------------------

4/3/96 100.00 100.00 100.00
4/30/97 83.82 107.62 113.47

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of April 30, 1997 (i) by
each person who is known by the Company to beneficially own more than five
percent of the Company's Common Stock, (ii) by each of the Company's directors
(each of whom has been nominated to serve an additional one year term), (iii)
by the Named Executive Officers, and (iv) by all current executive officers and
directors as a group.

Amount and Nature of Percent of
Beneficial Owner (1) Beneficial Ownership (2) Class
- -------------------- ------------------------ -----

American Banner Resources, Inc. (3) 2,174,100 24.17%
Thomas A.N. Miller (4) 2,949,053 32.79%
Nicholas Csendes (5) 2,944,053 32.73%
Ulrich L. and Meta M. Rohde 1,272,728 14.5%
Zoltan J. Cendes (6) 865,818 9.46%
Jacob K. White (7) 6,000 *
John N. Whelihan (8) 10,000 *
All directors and officers as a group
(6 persons) (4)(5)(6)(7) 5,873,552 64.11%

- --------
*Less than 1%.

(1) Unless otherwise indicated, the address of each of the persons whose
name appears in the table above is: c/o Ansoft Corporation, Four Station
Square, Commerce Court Building, Suite 660, Pittsburgh, Pennsylvania
15219.

(2) The information contained in the table above reflects "beneficial
ownership" of the Common Stock within the meaning of Rule 13d-3 of the
Exchange Act. Unless otherwise indicated, all shares of Common Stock are
held directly with sole voting and dispositive power.

(3) Does not include 774,953 shares held by Thomas A.N. Miller, an officer,
director and controlling stockholder of ABR, or 769,953 shares held by
Nicholas Csendes, also an officer, director and controlling stockholder of
ABR.

(4) Includes 2,174,100 shares held by ABR, of which Mr. Miller is an officer,
director and controlling stockholder, but excludes 147,000 shares held by
trusts for the benefit of certain family members of Mr. Miller with
respect to which trusts Mr. Miller is not a trustee and disclaims any
beneficial ownership.

(5) Includes 2,174,100 shares held by ABR, of which Mr. Csendes is an officer,
director and controlling stockholder, but excludes 152,000 shares held by
trusts for the benefit of certain family members of Mr. Csendes with
respect to which trusts Mr. Csendes is not a trustee and disclaims any
beneficial ownership.

(6) Includes 155,200 shares issuable upon exercise of options exercisable
within 60 days of April 30, 1997.

(7) Includes 6,000 shares issuable upon exercise of options exercisable within
60 days of April 30, 1997.

(8) Includes 6,000 shares usuable upon exercise of options exercisable within
60 days after April 30, 1997. Also included 4,000 shares jointly owned
with his spouse.

OTHER MATTERS

SHAREHOLDER PROPOSALS

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), stockholders may present proper proposals for
inclusion in the Company's proxy statement and for consideration at the next
annual meeting of the Company's stockholders by submitting such proposals to
the Company in a timely manner and by including with such proposal the
information specifically called for by Rule 14a-8. In order to be so included
in the Company's 1997 proxy statement and to be properly considered at the 1997
Annual Meeting, stockholder proposals must be received by the Company no later
than May 14, 1998, and must otherwise comply with the requirements as set forth
in Rule 14a-8.

The Company's bylaws provide that nominations for election to the
Board of Directors may be made by the Board of Directors or by any stockholder
of the Company entitled to notice of, and to vote at, any meeting called for
the election of directors. Nominations by stockholders shall be made in writing
and shall be received by the Chairperson of the Board of Directors not later
than (i) with respect to an election of directors to be held at an annual
meeting of Stockholders, sixty (60) days prior to the anniversary date of the
immediately preceding annual meeting, and (ii) with respect to an election of
directors to be held at a special meeting of stockholders, the close of
business on the fifteenth (15th) day following the date on which notice of such
meeting is first given to stockholders or public disclosure of the meeting is
made. Such notification shall include the following information to the extent
known to the notifying stockholder: (a) the name and residence address of each
proposed nominee and of the nominating stockholder; (b) the principal
occupation of each proposed nominee; (c) a representation that the nominating
stockholder intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (d) the total number of shares
of the Company that will be voted for each proposed nominee; (e) the total
number of shares of the Company owned by the nominating stockholder; (f) a
description of all arrangements or understandings between the nominating
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the nominating stockholder; (g) such other information regarding each
nominee proposed by such stockholder as would be required to be included in a
proxy statement filed with the Securities and Exchange Commission (see Item 7
of Schedule 14A to Regulation 14A of the Exchange Act); and (h) the consent of
each nominee to serve as a director of the Company if so elected. If the
information submitted to the Company within the time prescribed above is
determined by the Chairperson of the Board of Directors to be deficient in any
manner, the Chairperson of the Board of Directors shall so notify the
nominating the stockholder within the time frame prescribed in the bylaws and
the nominating shareholder shall have the opportunity to cure such deficiencies
also in accordance with the bylaws. The Company may require any proposed
nominee to furnish such other information as may reasonably be required by the
Company to determine the eligibility of such proposed nominee to serve as a
director of the Company.

ANNUAL REPORT

A copy of the Company's Annual Report to Stockholders for the fiscal
year ended April 30, 1997 accompanies this Proxy Statement and should be read
in conjunction herewith. For purposes of this proxy statement, the following
sections of the Annual Report to Stockholders are incorporated herein by
reference:

(a) Financial Statements and Supplementary Data beginning on page 10.

(b) Quarterly Results of Operations on page 8.

Exhibit A

FORM OF

STOCKHOLDERS RESOLUTION
AMENDING THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ANSOFT CORPORATION

WHEREAS, the Board of Directors of Ansoft Corporation (the "Company")
by unanimous resolution adopted and approved by the Board on June 17, 1997 has
recommended that it is in the best interests of the Company to amend the
Company's Amended and Restated Certificate of Incorporation (the "Certificate
of Incorporation") for the purposes of increasing the number of authorized
shares of the Company's common stock, par value $.01 per share (the "Common
Stock") from 10,000,000 shares to 25,000,000 shares; and

WHEREAS, the Board has recommended that the proposed amended to the
Certificate of Incorporation be presented to the stockholders of the Company
for their consideration and approval at the 1997 Annual Meeting of the
Stockholders.

NOW, THEREFORE, BE IT RESOLVED, that pursuant to provisions of Section
242 of the Delaware General Corporation Law, the stockholders of the Company do
hereby approve the amendment to the Certificate of Incorporation and the filing
and recording of a Certificate of Amendment and all other instruments and
documents which the proper officers of the Company deem necessary, appropriate
or convenient to effectuate the amendment of the Company's Certificate of
Incorporation:

BE IT FURTHER RESOLVED, that Article FOURTH of the Amended and
Restated Certificate of Incorporation of the Company be, and hereby is, amended
in its entirety to henceforth provide as follows:

FOURTH: The total number of shares of capital stock of all
classes which the Corporation shall have authority to issue is
26,000,000 shares which shall be divided as follows: (i) 25,000,000
shares of Common Stock, par value $0.01 per share (the "Common
Stock"); and (ii) 1,000,000 shares of Preferred Stock, par value $0.01
per share (the "Preferred Stock"). The designations and the powers,
preferences and relative, participating, optional or other rights of
the capital stock and the qualifications, limitations or restrictions
thereof are as follows:

A. COMMON STOCK PROVISIONS

1. Voting Rights. Except as otherwise required by
law or expressly provided herein, the holder of each share of the
Common Stock shall have one vote on each matter submitted to a vote of
the stockholders of the Corporation.

2. Dividend Rights. The holders of the Common Stock
shall be entitled to receive dividends at such times and in such
amounts as may be determined by the Board of Directors of the
Corporation.

3. Liquidation Rights. In the event of any
liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, and subject to the preferential rights, if
any, of any outstanding Preferred Stock, such preferential rights to be
determined by the Board, the holders of the Common Stock shall be
entitled to share ratably in the remaining assets of the Corporation.

B. PREFERRED STOCK PROVISIONS

The Board of Directors is hereby expressly authorized, at any
time or from time to time, to divide any or all of the shares of
Preferred Stock into one or more series, and in the resolution or
resolutions establishing a particular series, before issuance of any
of the shares thereof, to fix and determine the number of shares and
the designation of such series, so as to distinguish it from the
shares of all other series and to fix and determine the voting rights
(which may be full, limited, multiple or fractional or none),
designations, preferences, qualifications, privileges, limitations,
options, conversion rights, restrictions and other special or relative
rights of the Preferred Stock of such series, to the fullest extent
now or hereafter permitted by the laws of the State of Delaware;
provided, however that neither the terms of the class nor any such
series shall be established by the Board of Directors without the
approval of the holders of the series Preferred Stock then
outstanding, voting separately as a class, if such approval would then
be required by law to authorize a class or series of stock having such
terms, and until such approval shall have been obtained the class or
any such series of Preferred Stock shall not be deemed to be
authorized. The Board of Directors may in its discretion, at any time
or from time to time, issue or cause to be issued all or any part of
the authorized and unissued shares of Preferred Stock for
consideration of such character and value as the Board of Directors
shall from time to time fix or determine.

PRELIMINARY COPIES

ANSOFT CORPORATION
- ------------------

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, SEPTEMBER 11, 1997
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Nicholas Csendes and Anthony L. Ryan,
and each of them, with full power of substitution, as proxies (the "Proxies")
to vote all shares of Common Stock which the undersigned is entitled to vote at
the above stated Annual Meeting of stockholders, and any adjournments thereof,
upon the matters set forth in the Notice and Proxy Statement, as follows:

1. ELECTION OF DIRECTORS to the Company's Board of Directors whose term
expires at the 1998 Annual Meeting of stockholders (check one box only).

[ ] FOR all nominees listed below: [ ] WITHHOLD AUTHORITY to vote for all nominees listed below:

Zoltan J. Cendes, Ph.D. Nicholas Csendes Thomas A.N. Miller

Jacob K. White, Ph.D. John N. Whelihan Ulrich L. Rohde, Ph.D.

TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE, CHECK THE "FOR ALL
NOMINEES" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW:

------------------------------------------------------------------------

2. AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE
AUTHORIZED COMMON STOCK FROM 10,000,000 SHARES TO 25,000,000 SHARES.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK, LLP AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING APRIL 30, 1998.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 , 2 AND 3.

In their discretion, the Proxies are authorized to vote upon such
other matters as may properly come before the Annual Meeting of shareholders,
and any adjournments thereof.

(Continued and to be signed on reverse side)

THIS PROXY WILL BE VOTED AS SPECIFIED HEREIN. IF NO DIRECTION IS GIVEN
THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3. IN THEIR DISCRETION THE
PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF, INCLUDING WITHOUT LIMITATION,
THE ELECTION OF ANY PERSON TO THE BOARD OF DIRECTORS FOR WHICH A BONA FIDE
NOMINEE IS NAMED IN THE PROXY STATEMENT AND IS UNABLE TO SERVE OR FOR GOOD
CAUSE WILL NOT SERVE. A VOTE FOR THE NOMINEES LISTED WILL GIVE THE PROXIES
DISCRETIONARY AUTHORITY TO CUMULATE ALL VOTES TO WHICH THE UNDERSIGNED IS
ENTITLED AND ALLOCATE THEM IN FAVOR OF ANY ONE OF THE NOMINEES, AS THE PROXIES
DETERMINE.

ANY PROXY HERETOFORE GIVEN BY THE UNDERSIGNED WITH RESPECT TO SUCH STOCK IS
HEREBY REVOKED.

RECEIPT OF NOTICE OF THE ANNUAL MEETING AND PROXY STATEMENT IS HEREBY
ACKNOWLEDGED.

PLEASE SIGN, DATE, AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.

Dated , 1997
--------------------------------

PLEASE SIGN EXACTLY AS NAME APPEARS AT LEFT.

--------------------------------------------
(Signature)

--------------------------------------------
(Signature if held jointly)

--------------------------------------------