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Mail Room 4561 Via fax (408) 944-7168
October 29, 2008
 Mr. Michael J. Fister President and Chief Executive Officer Cadence Design Systems, Inc. 2655 Seely Avenue, Building 5 San Jose, California 95134
RE: Cadence Design Systems, Inc.
 Item 4.02 Form 8-K  Filed October 27, 2008
  File No. 0-15867

Dear Mr. Fister,
 We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with more information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.   Form 8-K Filed October 27, 2008

 1. Please describe the nature and terms of the contracts that resulted in the restatement of the Company’s previously filed financial statements.  Also, tell us the number of contracts involved in this restatement.  In addition, please explain how the Company initially determined that up-front revenue recognition was correct and then subsequently determined that ratable revenue recognition for these contracts was more appropriate.  In your response, tell us the accounting literature that you considered when you initially recorded these transactions and the guidance you are currently relying upon.

Mr. Michael J. Fister
Cadence Design Systems, Inc. October 29, 2008 Page 2
 2. We note your disclosure that you intend to restate quarterly financial statements for the periods ended March 29, 2008 and June 28, 2008.  Please tell us how and when you intend to file the Forms 10-Q/A for these periods.
3. Also, please tell us whether your officers have reconsidered the effectiveness of your disclosure controls and procedures for the periods impacted by the restatement.  In addition, please confirm to us that you plan to address this reconsideration in light of the restatement and the related conclusions in the filing containing the restated financial statements.

As appropriate, please amend your filing and respond to these comments within five
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

If you have any questions, please call Ka ri Jin, Staff Accountant at (202) 551-3481.

       S i n c e r e l y ,                  K a r i  J i n         Staff Accountant