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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 2 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

[ ] 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
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

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

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

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. Yes [X] 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.

DOCUMENTS INCORPORATED BY REFERENCE
None.

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2

EXPLANATORY NOTE

This Amendment No. 2 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 2000 is being filed in order to submit the
information required to be included in Part III thereof within the period
required by General Instruction G(3) to Form 10-K. The Registrant will also
include this information in its proxy statement for its 2001 Annual Meeting of
Stockholders anticipated to be held on or about April 20, 2001. The Registrant
expects to file such proxy statement with the Securities and Exchange Commission
on or about March 2, 2001.
3

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below is information regarding the current directors of the
Company, including information furnished by them as to principal occupations,
certain other directorships held by them, any arrangements pursuant to which
they were selected as directors or nominees and their ages as of December 31,
2000.

YEAR FIRST
NAME AGE ELECTED DIRECTOR
---- --- ----------------

Aart J. de Geus............................................. 46 1986
Andy D. Bryant.............................................. 50 1999
Chi-Foon Chan............................................... 51 1998
Deborah A. Coleman.......................................... 47 1995
Harvey C. Jones, Jr. ....................................... 47 1987
William W. Lattin........................................... 60 1995
A. Richard Newton........................................... 49 1987; 1995
Sasson Somekh............................................... 54 1999
Steven C. Walske............................................ 48 1991

BACKGROUND OF DIRECTORS

DR. AART J. DE GEUS co-founded Synopsys and currently serves as Chief
Executive Officer and Chairman of the Board of Directors. Since the inception of
Synopsys in December 1986 he has held a variety of positions including Senior
Vice President of Engineering and Senior Vice President of Marketing. From 1986
to 1992 Dr. de Geus served as Chairman of the Board. He served as President from
1992 to 1998. Dr. de Geus has served as Chief Executive Officer since January
1994 and has held the additional title of Chairman of the Board since February
1998. He has served as a Director since 1986. From 1982 to 1986 Dr. de Geus was
employed by General Electric Corporation, where he was the Manager of the
Advanced Computer-Aided Engineering Group. Dr. de Geus holds an M.S.E.E. from
the Swiss Federal Institute of Technology in Lausanne, Switzerland and a Ph.D.
in electrical engineering from Southern Methodist University.

ANDY D. BRYANT has been a Director of Synopsys since January 1999 and
currently serves as Executive Vice President and Chief Financial and Enterprise
Services Officer of Intel Corporation, with responsibility for financial
operations, human resources, information technology and e-business functions and
activities worldwide. Mr. Bryant joined Intel in 1981 as Controller for the
Commercial Memory Systems Operation and in 1983 became Systems Group Controller.
In 1987 he was promoted to Director of Finance for the corporation and was
appointed Vice President and Director of Finance of the Intel Products Group in
1990. Mr. Bryant became CFO in February of 1994 and was promoted to Senior Vice
President in January 1999. Mr. Bryant expanded his role to Chief Financial and
Enterprise Services Officer in December 1999. He was promoted to Executive Vice
President in January 2001. Prior to joining Intel, he held positions in finance
at Ford Motor Company and Chrysler Corporation. Mr. Bryant holds a B.A. in
economics from the University of Missouri and an M.B.A. in finance from the
University of Kansas.

DR. CHI-FOON CHAN joined Synopsys as Vice President of Application
Engineering & Services in May 1990. Since April 1997 he has served as Chief
Operating Officer and since February 1998 he has held the additional title of
President. Dr. Chan also became a Director of the Company in February 1998. From
September 1996 to February 1998 he served as Executive Vice President, Office of
the President. From February 1994 until April 1997 he served as Senior Vice
President, Design Tools Group and from October 1996 until April 1997 as Acting
Senior Vice President, Design Reuse Group. Additionally, he has held the titles
of Vice President, Engineering and General Manager, DesignWare Operations and
Senior Vice President, Worldwide Field Organization. From March 1987 to May
1990, Dr. Chan was employed by NEC Electronics, where his last position was
General Manager, Microprocessor Division. From 1977 to 1987, Dr. Chan held a
number of senior engineering positions at Intel Corporation. Dr. Chan holds an
M.S. and Ph.D. in computer engineering from Case Western Reserve University.

1
4

DEBORAH A. COLEMAN has been a Director of Synopsys since November 1995. Ms.
Coleman is co-founder and currently General Partner of SmartForest Ventures in
Portland, Oregon. Ms. Coleman has been Chairman of the Board of Merix
Corporation, a manufacturer of printed circuit boards, since May 1994, when it
was spun off from Tektronix, Inc. She also served as Chief Executive Officer of
Merix from May 1994 to September 1999 and as President from March 1997 to
September 1999. Ms. Coleman joined Merix from Tektronix, a diversified
electronics corporation, where she served as Vice President of Materials
Operations, responsible for worldwide procurement, distribution, component
engineering and component manufacturing operation. Prior to joining Tektronix in
November 1992, Ms. Coleman was with Apple Computer, Inc. for eleven years, where
she held several executive positions, including Chief Financial Officer, Chief
Information Officer and Vice President of Operations. She is a Director of
Applied Materials, Inc., a manufacturer of semiconductor fabrication equipment.

HARVEY C. JONES, JR. has been a Director of Synopsys since December 1987.
Mr. Jones joined the Company in December 1987 and served as President and Chief
Executive Officer through December 1992. From December 1992 through January 1994
Mr. Jones served as Chairman of the Board and Chief Executive Officer. Mr. Jones
continued as Chairman until his retirement in February 1998. Prior to joining
Synopsys, Mr. Jones served as President and Chief Executive Officer of Daisy
Systems Corporation, a company he co-founded in 1981. Mr. Jones began his career
at Calma, a first-generation computer aided design company acquired by General
Electric, where his last position was Vice President, Business Development. Mr.
Jones is a director of Remedy Corporation, an enterprise software company,
NVIDIA Corporation, a 3-D graphics processor company, and Numerical
Technologies, Inc., a subwavelength circuit intellectual property company. As an
active venture investor, Mr. Jones also serves on numerous private boards of
directors. Mr. Jones holds a B.S. in mathematics and computer sciences from
Georgetown University, and an M.S. from MIT's Sloan School of Management.

DR. WILLIAM W. LATTIN has been a Director of Synopsys since July 1995. Dr.
Lattin joined Synopsys in February 1994 in connection with Synopsys' merger with
Logic Modeling Corporation ("LMC"). He served as Executive Vice President from
July 1995 to October 1999 and continued as an employee on a part-time basis
through August 2000. From October 1994 to July 1995 he served as Senior Vice
President, Corporate Marketing, and from February 1994 until October 1994 as
Senior Vice President, Logic Modeling Group. From December 1992 to February
1994, Dr. Lattin served as President, Chief Executive Officer and Director of
LMC, and from May 1992 to December 1992 he served as Chairman of the Board and
Chief Executive Officer of LMC. From 1986 to 1992, Dr. Lattin served as Chairman
of the Board of Directors, President and Chief Executive Officer of Logic
Automation Inc., a predecessor of LMC. From 1975 to 1986, Dr. Lattin was
employed by Intel Corporation where his last position was Vice President and
General Manager of the Intel Systems Group. From 1969 to 1975, Dr. Lattin held a
number of senior level positions at Motorola, Inc. Dr. Lattin holds a B.S.E.E.
and an M.S.E.E. from the University of California at Berkeley, and a Ph.D. in
electrical engineering from Arizona State University. Dr. Lattin is a Director
of Adexa, Inc., a developer of internet collaboration software, FEI Company, a
supplier of semiconductor equipment, EasyStreet Online Services, an internet
service provider, Merix Corporation, a manufacturer of printed circuit boards,
and WebCriteria, a producer of web analysis products and services. He also
serves as a Trustee of the Oregon Graduate Institute.

DR. A. RICHARD NEWTON has been a Director of Synopsys since January 1995.
Previously, Dr. Newton was a Director of Synopsys from January 1987 to June
1991. Dr. Newton has been a Professor of Electrical Engineering and Computer
Sciences at the University of California at Berkeley since 1979 and is currently
Dean of the College of Engineering. From July 1999 to June 2000, Dr. Newton was
Chair of the Electrical Engineering and Computer Sciences Department. Since 1988
Dr. Newton has acted as a Venture Partner with Mayfield Fund, a venture capital
partnership, and has contributed to the evaluation and development of over two
dozen new companies. From November 1994 to July 1995 he was acting President and
Chief Executive Officer of Silicon Light Machines, a private company which is
developing display systems based on the application of micromachined silicon
light-valves.

DR. SASSON SOMEKH has been a Director of Synopsys since January 1999. He is
Executive Vice President of Applied Materials, Inc., a manufacturer of
semiconductor fabrication equipment. From December 1993 to
2
5

November 2000, Dr. Somekh served as Senior Vice President. Dr. Somekh served as
Group Vice President from 1990 to 1993. Prior to that, he was a divisional Vice
President. Dr. Somekh joined Applied Materials in 1980 as a Project Manager. Dr.
Somekh is a director of Scitex Corporation Ltd., which provides digital imaging
products and services for graphics communication.

STEVEN C. WALSKE has been a Director of Synopsys since December 1991. Mr.
Walske has been Chief Business Strategist of Parametric Technology Corporation,
a supplier of software products for mechanical computer aided engineering, since
June 2000 and served as Chairman, Chief Executive Officer and a Director from
August 1994 until June 2000. From December 1986 to August 1994 Mr. Walske served
as President and Chief Executive Officer of that company.

There are no family relationships among any executive officers, directors
or persons chosen or nominated to become executive officers or directors of the
Company.

DIRECTORS' COMPENSATION

During fiscal 2000, each non-employee Board member was paid an annual
retainer of $8,000, and $1,000 for each Board or Board Committee meeting
attended, plus expenses.

In addition, non-employee Board members receive automatic option grants
under the 1994 Non-Employee Directors Stock Option Plan (the "Directors Plan").
As of the date of this Proxy, all seven non-employee Board members were eligible
to participate in the Directors Plan.

During fiscal 2000, Mr. Walske, Dr. Newton, Mr. Jones, Ms. Coleman, Mr.
Bryant and Dr. Somekh each received automatic grants of options to purchase
10,000 shares of Common Stock at an exercise price of $39.875 per share for
Board service during the year. In addition, during fiscal 2000, Messrs. Walske,
Newton, Jones and Bryant each received options to purchase 5,000 shares of
Common Stock and Ms. Coleman and Dr. Somekh each received options to purchase
10,000 shares of Common Stock, for service on Board Committees, at an exercise
price of $39.875. Messrs. Walske, Jones, and Bryant and Dr. Newton all received
an option to purchase 2,916 shares at an exercise price of $36.25 for service on
the Corporate Governance Committee during fiscal 2000. Dr. Lattin received
options to purchase 5,833 shares and 2,916 shares at an exercise price of $34.25
and an option to purchase 2,916 shares at an exercise price of $36.25 for Board
and committee service during fiscal 2000.

BACKGROUND OF EXECUTIVE OFFICERS

Information regarding executive officers of the Company is included in Part
I of this Annual Report.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, officers and greater than ten percent beneficial owners of its stock
to file reports of ownership and changes in ownership with the SEC. Directors,
officers and greater than ten percent stockholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.

Based solely on its review of the copies of the Forms 3, 4 and 5 received
by the Company and/or written representations from certain reporting persons,
the Company believes that each of its directors, officers and greater than ten
percent beneficial owners of its stock during the fiscal year ended October 28,
2000 have complied with all filing requirements applicable to such persons,
except due to a clerical error on the part of the Company, Form 5's relating to
the grant of options for committee service to directors William Lattin, Andy
Bryant, Harvey Jones, Richard Newton and Steve Walske, were filed late and the
Form 3 for Richard Rowley, Corporate Controller of the Company, was also filed
late.

3
6

ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION AND OTHER MATTERS

The following table sets forth the compensation earned by the (i) Company's
Chief Executive Officer, (ii) each of the other four most highly compensated
executive officers whose compensation for fiscal 2000 exceeded $100,000, and
(iii) the two other individuals who would have been among the four other most
highly compensated executive officers had they been employed as executive
officers at the end of fiscal 2000 (collectively, the "Named Executive
Officers"), for services rendered in all capacities to the Company during the
last three fiscal years.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION:
ANNUAL SECURITIES
COMPENSATION($) AWARDS ALL OTHER
------------------- UNDERLYING COMPENSATION
NAME AND POSITION YEAR(1) SALARY BONUS(3) OPTIONS(#) ($)(4)
----------------- ------- ------- -------- ------------- ------------

Aart J. de Geus.................... 2000 430,769 600,000 731,000 1,855
Chief Executive Officer and 1999 375,000 681,690 254,700 1,953
Chairman of the Board 1998 362,118 391,000 150,000 1,863
Chi-Foon Chan...................... 2000 430,769 600,000 623,000 2,493
President and 1999 375,000 681,690 199,200 1,653
Chief Operating Officer 1998 329,615 363,000 125,000 1,758
Vicki L. Andrews................... 2000 287,500 568,256 179,000 9,826
Senior Vice President
World Wide Sales
Robert B. Henske................... 2000(2) 175,000 232,000 340,000 160
Senior Vice President and
Chief Financial Officer
Steven K. Shevick.................. 2000 236,154 145,984 100,000 1,833
Vice President, Investor
Relations and Legal, General
Counsel
David P. Burow..................... 2000 323,077 202,000 196,000 1,613
Senior Vice President 1999 250,000 275,000 37,300 2,333
Internet Design and Services 1998 112,538 116,000 100,000 479
Raul Camposano..................... 2000 376,923 220,000 255,800 2,026
Senior Vice President and 1999 300,000 300,000 53,000 1,950
Chief Technical Officer 1998 271,692 136,600 75,000 1,608

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(1) During fiscal 1998 and 1999, the Company had a fiscal year that ended on the
last Saturday of September. In July 1999, the Company changed its fiscal
year end to the last Saturday in October. As a result, salary data for
fiscal 2000 includes the 13 month period ended October 28, 1999.

(2) Mr. Henske commenced employment with the Company on May 10, 2000.

(3) Includes amounts paid in the subsequent fiscal year in respect of services
rendered during the fiscal year for which information is provided.

(4) Amounts in this column reflect premiums paid for group term life insurance,
Synopsys 401(k) contributions and, in the case of Ms. Andrews only, car
allowances.

4
7

STOCK OPTION GRANTS

The following table sets forth further information regarding individual
grants of options for Synopsys' Common Stock during fiscal 2000 for each of the
Named Executive Officers. All grants for each of the Named Executive Officers
were made pursuant to Synopsys' 1992 Stock Option Plan (the "1992 Plan") or 1998
Nonstatutory Stock Plan (the "1998 Plan"). In accordance with the rules of the
Securities and Exchange Commission (the "SEC"), the table sets forth the
hypothetical gains or "option spreads" that would exist for the options at the
end of their respective ten-year terms based on assumed annualized rates of
compound stock price appreciation of 5% and 10% from the dates the options were
granted to the end of the respective option terms. Actual gains, if any, on
option exercises are dependent on the future performance of Synopsys Common
Stock and overall market conditions. There can be no assurance that the
potential realizable values shown in this table will be achieved. No stock
appreciation rights were granted to such officers during fiscal 2000.

OPTION GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENT OF AT ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED EXERCISE OR FOR OPTION TERM($)
OPTIONS TO EMPLOYEES BASE PRICE EXPIRATION ---------------------------
NAME GRANTED(1) FISCAL 2000(2) ($/SHARE) DATE 5% 10%
---- ---------- -------------- ------------- ---------- ------------ ------------

Aart J. de Geus.......... 731,000 4.33 32.25 - 59.38 10/27/09 - 18,204,141 46,132,868
8/02/10
Chi-Foon Chan............ 623,000 3.69 32.25 - 59.38 10/27/09 - 15,706,643 39,803,718
8/02/10
Vicki L. Andrews......... 179,000 1.06 32.25 - 56.13 10/25/09 - 4,127,612 10,460,180
8/02/10
Robert B. Henske......... 340,000 2.02 32.25 - 39.44 04/14/10 - 7,799,866 19,766,391
08/02/10
Steven K. Shevick........ 100,000 .59 32.25 - 56.13 10/25/09 - 2,380,759 6,033,311
08/02/10
David P. Burow........... 196,000 1.16 32.25 - 59.38 10/27/09 - 4,730,034 11,986,836
8/02/10
Raul Camposano........... 255,800 1.52 32.25 - 59.38 10/27/09 - 6,248,406 15,834,688
8/02/10

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(1) Sum of all option grants made during fiscal year to such person. Except for
two grants made to Dr. de Geus and Dr. Chan, options become exercisable
ratably in a series of monthly installments over a four-year period from the
grant date, assuming continued service to Synopsys, subject to acceleration
under certain circumstances involving a change in control of Synopsys. Each
option has a maximum term of 10 years, subject to earlier termination upon
the optionee's cessation of service. During fiscal 2000, Dr. de Geus and Dr.
Chan were granted options to purchase 380,000 and 290,000 shares,
respectively, at an exercise price of $32.25. Such options vest ratably over
a four-year period following the grant date, but are not exercisable unless
and until the closing price of the Company's Common Stock exceeds $43.80 per
share for Dr. de Geus and $45.59 per share for Dr. Chan.

(2) Based on aggregate options to acquire 16,869,995 shares of Synopsys Common
Stock granted in fiscal 2000.

5
8

OPTION EXERCISES AND YEAR-END VALUES

The following table sets forth, for each of the Named Executive Officers,
each exercise of stock options during fiscal 2000 and the year-end value of
unexercised options.

No stock appreciation rights were exercised during such fiscal year by the
Named Executive Officers, and no stock appreciation rights were outstanding at
the end of the fiscal year.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

NUMBER OF UNEXERCISED VALUE OF IN-THE-MONEY
SHARES VALUE OPTIONS AT FY-END OPTIONS AT FY-END($)(2)
ACQUIRED REALIZED --------------------------- ---------------------------
NAME ON EXERCISE ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- --------- ----------- ------------- ----------- -------------

Aart J. de Geus.............. -- -- 613,663 923,037 1,202,344 285,000
Chi-Foon Chan................ 60,000 2,018,141 254,962 770,238 82,712 270,144
Vicki L. Andrews............. 4,267 128,742 16,806 177,360 9,048 95,284
Robert B. Henske............. -- -- -- 340,000 -- 105,000
Steven K. Shevick............ -- -- 35,716 108,784 39,394 42,418
David P. Burow............... 15,536 530,203 142,007 240,548 1,149,399 75,000
Raul Camposano............... 21,653 631,706 82,289 315,452 40,247 115,631

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(1) Market value at exercise less exercise price.

(2) Market value of underlying securities on October 27, 2000 ($33.00) minus the
exercise price.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT ARRANGEMENTS AND CHANGE OF
CONTROL AGREEMENTS

Under the 1992 Plan, in the event of certain changes in the ownership or
control of the Company involving a "Corporate Transaction," which includes an
acquisition of the Company by merger or asset sale, all outstanding options
under the 1992 Plan will automatically become exercisable, unless the option is
assumed by the successor corporation (or parent thereof) or replaced by a
comparable option to purchase shares of the capital stock of the successor
corporation (or parent thereof).

In addition, in the event of a successful hostile tender offer for more
than 50% of the Company's outstanding Common Stock or a change in the majority
of the Board as a result of one or more contested elections for Board
membership, the Compensation Committee has the authority to provide for the
acceleration of vesting of the shares of Common Stock subject to outstanding
options under the 1992 Plan.

Synopsys has entered into Employment Agreements, effective October 1, 1997,
with its Chief Executive Officer and its President and an Employment Agreement
with its Chief Financial Officer, effective May 10, 2000. Each Employment
Agreement provides that if the executive is terminated involuntarily other than
for cause within 24 months of a change of control, (a) the executive will be
paid an amount equal to two times the sum of the executive's annual base pay
plus target cash incentive, plus the cash value of the executive's health
benefits for the next 18 months and (b) all stock options held by the executive
will immediately vest in full. If the executive is terminated involuntarily
other than for cause in any other situation, the executive will receive a cash
payment equal to the sum of the executive's annual base pay for one year plus
target cash incentive for such year, plus the cash value of the executive's
health benefits for twelve months. The terms "involuntary termination," "cause"
and "change of control" are defined in each Employment Agreement.

6
9

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of January 2, 2001 by (i)
each person known by the Company to own beneficially more than five percent of
the outstanding shares of Common Stock on that date, (ii) each director, (iii)
each of the Named Executive Officers and (iv) all directors and current
executive officers as a group.

SHARES OF COMMON STOCK
BENEFICIALLY OWNED
-----------------------
PERCENTAGE
NAME OF BENEFICIAL OWNER(1) NUMBER OWNERSHIP
--------------------------- --------- ----------

Fidelity Management & Research.............................. 8,435,760(2) 13.75%
82 Devonshire Street
Boston, Massachusetts 02109
J. & W. Seligman & Co. Incorporated......................... 5,197,855(2) 8.47%
100 Park Avenue, 8th Floor
New York, NY 10017
Vicki L. Andrews............................................ 42,072(3) *
Andy D. Bryant.............................................. 53,749(4) *
David P. Burow.............................................. 178,227(5) *
Raul Camposano.............................................. 143,067(6) *
Chi-Foon Chan............................................... 401,475(7) *
Deborah A. Coleman.......................................... 93,000(8) *
Aart J. de Geus............................................. 1,061,006(9) 1.71%
Robert B. Henske............................................ 30,416(10) *
Harvey C. Jones, Jr. ....................................... 116,513(11) *
William W. Lattin........................................... 164,496(12) *
A. Richard Newton........................................... 75,994(13) *
Steven K. Shevick........................................... 52,122(14) *
Sasson Somekh............................................... 73,333(15) *
Steven C. Walske............................................ 76,116(16) *
All directors and current executive officers as a group (12
persons).................................................. 2,240,292(17) 3.55%

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

(1) The persons named in the table above have sole voting and investment power
with respect to all shares of the Company's Common Stock shown as
beneficially owned by them, subject to community property laws where
applicable and the information contained in the footnotes of this table.

(2) Based upon filings made with the Securities and Exchange Commission.

(3) Includes options to purchase 41,462 shares of Synopsys Common Stock
exercisable by Ms. Andrews within 60 days of January 2, 2001.

(4) Comprised of options to purchase 53,749 shares of Synopsys Common Stock
exercisable by Mr. Bryant within 60 days of January 2, 2001.

(5) Includes options to purchase 157,271 shares of Synopsys Common Stock
exercisable by Mr. Burow within 60 days of January 2, 2001.

(6) Includes options to purchase 132,600 shares of Synopsys Common Stock
exercisable by Dr. Camposano within 60 days of January 2, 2001.

(7) Includes options to purchase 370,145 shares of Synopsys Common Stock
exercisable by Dr. Chan within 60 days of January 2, 2001.

(8) Comprised of options to purchase 93,000 shares of Synopsys Common Stock
exercisable by Ms. Coleman within 60 days of January 2, 2001.

7
10

(9) Includes options to purchase 748,376 shares of Synopsys Common Stock
exercisable by Dr. de Geus within 60 days of January 2, 2001. Excludes
11,000 shares held by Dr. de Geus' spouse, as to which he disclaims
beneficial ownership.

(10) Includes options to purchase 20,416 shares of Synopsys Common Stock
exercisable by Mr. Henske within 60 days of January 2, 2001

(11) Includes options to purchase 63,916 shares of Synopsys Common Stock
exercisable by Mr. Jones within 60 days of January 2, 2001.

(12) Includes options to purchase 47,001 shares of Synopsys Common Stock
exercisable by Dr. Lattin within 60 days of January 2, 2001.

(13) Includes options to purchase 70,916 shares of Synopsys Common Stock
exercisable by Dr. Newton within 60 days of January 2, 2001.

(14) Includes options to purchase 50,715 shares of Synopsys Common Stock
exercisable by Mr. Shevick within 60 days of January 2, 2001.

(15) Includes options to purchase 60,833 shares of Synopsys Common Stock
exercisable by Dr. Somekh within 60 days of January 2, 2001.

(16) Includes options to purchase 75,916 shares of Synopsys Common Stock
exercisable by Mr. Walske within 60 days of January 2, 2001.

(17) Includes options to purchase 1,696,445 shares of Synopsys Common Stock
exercisable by directors and current executive officers within 60 days of
January 2, 2001. Excludes 11,000 shares held by Dr. de Geus' spouse, as to
which he disclaims beneficial ownership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

8
11

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 23rd 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 23, 2001
- ----------------------------------------------------- (Principal Executive Officer)
Aart J. de Geus and Chairman of the
Board of Directors

/s/ CHI-FOON CHAN* President, Chief Operating February 23, 2001
- ----------------------------------------------------- Officer and Director
Chi-Foon Chan

/s/ ANDY D. BRYANT* Director February 23, 2001
- -----------------------------------------------------
Andy D. Bryant

/s/ DEBORAH A. COLEMAN* Director February 23, 2001
- -----------------------------------------------------
Deborah A. Coleman

/s/ HARVEY C. JONES, JR.* Director February 23, 2001
- -----------------------------------------------------
Harvey C. Jones, Jr.

/s/ WILLIAM W. LATTIN* Director February 23, 2001
- -----------------------------------------------------
William W. Lattin

/s/ A. RICHARD NEWTON* Director February 23, 2001
- -----------------------------------------------------
A. Richard Newton

/s/ SASSON SOMEKH* Director February 23, 2001
- -----------------------------------------------------
Sasson Somekh

/s/ STEVEN C. WALSKE* Director February 23, 2001
- -----------------------------------------------------
Steven C. Walske

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