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Mail Stop 4561 via fax (408) 944-7026         July 21, 2008  Michael J. Fister President and Chief Executive Officer Cadence Design Systems, Inc. 2655 Seely Avenue, Building 5 San Jose, CA 95134
Re: Cadence Design Systems, Inc.
 Form 10-K for the Fiscal Year Ended December 29, 2007
Filed February 26, 2008 Definitive Proxy Statement Filed March 25, 2008
 File No. 001-10606

Dear Mr. Fister:

We have reviewed your response letter dated June 13, 2008 in connection with the
above-referenced filing[s] and have the follo wing comment.  If indicated, we think you
should revise your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detaile d as necessary in your explan ation.  In our comment, we
may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this inform ation, we may raise additional comments.
Unless otherwise noted, where prior comments ar e referred to they refer to our letter
dated May 30, 2008.
Definitive Proxy Statement filed March 25, 2008

Compensation Discussion and Analysis

Annual Cash Incentive Compensation, page 27
1. We note your response to comment 7.  In your response, you do not state whether
the target bonuses established for your named executive officers for 2007 differed
from the target bonuses specified in the officers’ employment agreements.  Please
tell us if the target bonuses for your offi cers for 2007 were those set forth in their
employments agreements or whether the targets were modified by the compensation committee.  If the latter, pl ease tell us what the target bonuses were

Michael Fister
Cadence Design Systems, Inc. July 21, 2008 Page 2
for 2007 and the specific factors th e compensation committee considered
in determining to modify the target  bonuses from those set forth in the
employment agreements.  Please also  confirm that you will include a similar
discussion in future periods in which th e target bonuses are modified from the
disclosed figures.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 You may contact Patrick Gilmore, Senior  Staff Accountant, at (202) 551-3406 if
you have any questions regard ing comments on the financia l statements and related
matters.  Please address questions regardi ng all other comments to Matthew Crispino,
Staff Attorney, at (202) 551-3456 or David Or lic, Special Counsel at (202) 551-3503.  If
you need further assistance, you ma y contact me at (202) 551-3499.
        S i n c e r e l y ,           Kathleen Collins
Accounting Branch Chief