SecProbe.io

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Room 4561
      December 30, 2005

Mr. Rajeev Madhavan
Chief Executive Officer
Magma Design Automation, Inc.
5460 Bayfront Plaza
Santa Clara, California 95054

Re:   	Magma Design Automation, Inc.
      Item 4.01 Form 8-K, filed December 22, 2005
      File No. 000-33213

Dear Mr. Madhavan:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are 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 or may not 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 on 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 December 22, 2005
1. We note the disclosure of material weakness related to the
accounting of stock compensation expense and the Mojave earn out
compensation. In detail, please describe the nature of each
material
weakness and the amounts involved, if any.  Also, tell us in what
period the reportable event occurred and whether or not you
restated
or intend to restate any prior period for any adjustment resulting
from the material weakness; and if not, why not. Tell us in detail
the steps you have taken or plan to take and the procedures you
implemented or plan to implement to correct each material
weakness.

      *******

	As appropriate, please respond to these comments within five
business days or tell us when you will respond.  Please submit all
correspondence and supplemental materials on EDGAR as required by
Rule 101 of Regulation S-T.  Please furnish a cover letter 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 investment 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 Stathis Kouninis at
(202)
551-3476 or me at (202) 551-3489.

							Sincerely,

							Brad Skinner
							Accounting Branch Chief
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Mr. Rajeev Madhavan
Magma Design Automation, Inc.
December 30, 2005
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