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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               AMENDMENT NO. 1 TO
                                    FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                       FOR THE YEAR ENDED OCTOBER 31, 2000

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 0-45138

                                 SYNOPSYS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                         
           DELAWARE                                      56-1546236
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)


           700 EAST MIDDLEFIELD ROAD, MOUNTAIN VIEW, CALIFORNIA 94043
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (650) 584-5000
               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                          COMMON STOCK, $0.01 PAR VALUE

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                         PREFERRED SHARE PURCHASE RIGHTS

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     The aggregate market value of voting stock held by non-affiliates of the
registrant as of January 2, 2001, was approximately $2,118,964,635.

     On January 2, 2001, approximately 61,371,640 shares of the registrant's
Common Stock, $0.01 par value, were outstanding.

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                       DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the registrant's Notice of Annual Meeting and Proxy Statement
for the registrant's annual meeting of stockholders to be held on April 6, 2001
are incorporated by reference into Part III hereof.

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     This Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 2000 is being filed in order to correct an error
contained on the cover page of the Annual Report in the number of outstanding
shares of the Registrant as of January 2, 2001 and in the aggregate market value
of voting stock held by non-affiliates as of such date. The corrected
information is given on the cover page of this Amendment.


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                                   SIGNATURES

     Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in Mountain View,
State of California, on this 13th day of February, 2001.

                                        SYNOPSYS, INC.

                                        By: /s/ ROBERT B. HENSKE
                                           -------------------------------------
                                           Robert B. Henske
                                           Senior Vice President,
                                           Finance and Operations,
                                           and Chief Financial Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:



SIGNATURE                                    TITLE                     DATE
- ---------                                    -----                     ----
                                                           
/s/ AART J. DE GEUS*               Chief Executive Officer       February 13, 2001
- --------------------------------     (Principal Executive
Aart J. de Geus                    Officer) and Chairman of
                                    the Board of Directors

/s/ CHI-FOON CHAN*                 President, Chief Operating    February 13, 2001
- --------------------------------      Officer and Director
Chi-Foon Chan

/s/ ANDY D. BRYANT*                        Director              February 13, 2001
- --------------------------------
Andy D. Bryant

/s/ DEBORAH A. COLEMAN*                    Director              February 13, 2001
- --------------------------------
Deborah A. Coleman

/s/ HARVEY C. JONES, JR.*                  Director              February 13, 2001
- --------------------------------
Harvey C. Jones, Jr.

/s/ WILLIAM W. LATTIN*                     Director              February 13, 2001
- --------------------------------
William W. Lattin

/s/ A. RICHARD NEWTON*                     Director              February 13, 2001
- --------------------------------
A. Richard Newton

/s/ SASSON SOMEKH*                         Director              February 13, 2001
- --------------------------------
Sasson Somekh

/s/ STEVEN C. WALSKE*                      Director              February 13, 2001
- --------------------------------
Steven C. Walske

*/s/ ROBERT B. HENSKE
- --------------------------------
By: Robert B. Henske,
    Attorney-in-fact