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Mail Stop 4561 Via fax: (408) 944-7937           M a r c h  2 9 ,  2 0 1 0   Mr. Kevin Palatnik Chief Financial Officer Cadence Design Systems, Inc 2655 Seely Avenue, Building 5 San Jose, CA 95134
Re: Cadence Design Systems, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed February 26, 2010  File No. 001-10606

Dear Mr. Palatnik:
We have reviewed the above-referenced filing and have the following comments.
If 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 supplemental information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
 Please understand that the purpose of our re view 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 10-K for Fiscal Year Ended December 31, 2009

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations, page 34

1. Your disclosures on page 32 indicate th at if you are unable to determine that
collection is probable, such a change coul d have a material ad verse effect on your

Mr. Kevin Palatnik
Cadence Design Systems, Inc
March 29, 2010 Page 2
results of operations.  We further note your results of operations discussion where you indicate that service and maintenan ce revenues declined during fiscal 2009
due to an increase in the proportion of arrangements for which revenue is deferred
until payments become due and payable or cash is received from your customers.
Please quantify the dollar amount or per centage of your c ontracts that you
determined have an increased risk of cust omer delays or potential default and tell
us how you considered quantifying your disc losures regarding the impact of such
arrangements to your current operations as  well as the potential impact to future
operations.  We refer you to Sections III. B and III. D of SEC Release 33-6835.
 2. We note that results of operations were impacted in fiscal 2009 by lower business
levels as well as lower up-front revenue resulting from your transition to a ratable
revenue recognition model.  Please quantif y the impact that each of these factors
had on your fiscal 2009 revenues and tell us how you considered including such
information pursuant to Section III.D of SEC Release 33-6835.  In addition, tell
us how you anticipate the transition to a ratable business model positively impacting fiscal 2010 revenues.   In this  regard, we note that 90% of the total
value of your executed orders in fiscal  2009 were comprised of ratable revenue
orders and yet from year-end 2008 to 2009 both backlog and deferred revenues declined.  Please explain further and te ll us your consideration to include a
discussion regarding the company’s backl og and its impact on your current as
well as anticipated future revenues.
 Notes to Consolidated Financial Statements

 Note 2. Summary of Significant Accounting Policies

 Revenue Recognition, page 70

 3. We note you disclose that during 200 8 and 2007 if a subscription license
arrangement was terminated by mutual agreement and new term license arrangement is entered into either concu rrently with or after termination of the
subscription license arrangement, the re venue associated with the new term
license arrangement is recognized upon th e later of the eff ective date of the
arrangement or delivery of the first soft ware product, assuming all other revenue
recognition criteria have been met.  Please tell us what your policy is in
accounting for arrangements under these circum stances in 2009.  If it differs from
your policy in 2008 and 2007, please site the accounting guidance supporting your policy and clarify your disc losure if future filings.

Note 11.  Net Income (Loss) Per Share, page 103

4. We note that the company grants restrict ed stock awards. Clarify whether such
awards contain nonforfeitable dividend rights and if so, tell us how you

Mr. Kevin Palatnik
Cadence Design Systems, Inc
March 29, 2010 Page 3
considered the guidance in ASC 260-10-45- 61A to include such awards in the
computation of basic earnings per share pur suant to the two-class method.  In this
regard, we note your disclosures indicating that basic net income (loss) per share
is computed by dividing net income (lo ss) by the weighted average shares of
common stock outstanding, “less unvested re stricted stock” during the period.  To
the extent that your unvested restricted st ock awards are partic ipating securities,
then also explain how you considered the guidance in ASC 260-10-45-67 in allocating the losses to such securities for fiscal 2009 and 2008.  Also, please clarify how your basic per share calculations for fiscal 2007 comply with the
transition guidance of ASC 260-10-65-2.
* * * * * * *

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.
 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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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.

Mr. Kevin Palatnik
Cadence Design Systems, Inc March 29, 2010 Page 4
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Melissa Ki ndelan, Staff Accountant, at (202) 551-3564 or me at
(202) 551-3499 if you have any questions  regarding the above comments.

       S i n c e r e l y ,           Kathleen Collins
Accounting Branch Chief