<PAGE>



              As filed with the Securities and Exchange Commission
                                on April 18, 2000

                                                      REGISTRATION NO. 333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 INNOVEDA, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   93-1137888
                      (I.R.S. Employer Identification No.)

            293 BOSTON POST ROAD WEST, MARLBORO, MASSACHUSETTS 01752
               (Address of Principal Executive Offices) (Zip Code)

                             VIEWLOGIC SYSTEMS INC.
                            1998 STOCK INCENTIVE PLAN

                                       AND

                      TRANSCENDENT DESIGN TECHNOLOGY, INC.
                                STOCK OPTION PLAN
                           (Full Titles of the Plans)

                                WILLIAM J. HERMAN
                             CHIEF EXECUTIVE OFFICER
                            293 BOSTON POST ROAD WEST
                          MARLBORO, MASSACHUSETTS 01752
                     (Name and Address of Agent for Service)

                                  508-480-0881
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

-------------------------- ----------------------- ----------------------- ----------------------- ----------------
                                                          PROPOSED
        TITLE OF                                          MAXIMUM
       SECURITIES                                         OFFERING            PROPOSED MAXIMUM        AMOUNT OF
          TO BE                    AMOUNT                PRICE PER           AGGREGATE OFFERING     REGISTRATION
       REGISTERED             TO BE REGISTERED             SHARE                   PRICE                 FEE
-------------------------- ----------------------- ----------------------- ----------------------- ----------------
<S>                         <C>                          <C>                   <C>                     <C>
Common Stock,               4,592,366 shares (1)         $4.16(2)             $19,014,242(2)           $5,019.76
$.01 par value
-------------------------- ----------------------- ----------------------- ----------------------- ----------------

</TABLE>

<PAGE>

(1)      Consists of (i) 4,520,999 shares issuable under the Viewlogic Systems,
         Inc. 1998 Stock Incentive Plan and (ii) 71,367 shares issuable under
         the Transcendent Design Technology, Inc. Stock Option Plan.

(2)      Estimated solely for the purpose of calculating the registration fee,
         and based upon the average of the high and low sale prices of the
         Common Stock on the Nasdaq National Market on April 14, 2000 in
         accordance with Rules 457(c) and 457(h) of the Securities Act of 1933,
         as amended.


<PAGE>


PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The information required by Part I is included in documents
sent or given to participants in the Viewlogic Systems, Inc. 1998 Stock
Incentive Plan and the Transcendent Design Technology, Inc. Stock Option Plan
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

                  (1) The Registrant's latest annual report filed pursuant to
         Section 13(a) or 15(d) of the Exchange Act or the latest prospectus
         filed pursuant to Rule 424(b) under the Securities Act that contain
         audited financial statements for the Registrant's latest fiscal year
         for which such statements have been filed.

                  (2) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered by the
         documents referred to in (1) above.

                  (3) The description of the common stock of the Registrant,
         $.01 par value per share (the "Common Stock"), contained in the
         Registration Statement on Form 8-A filed by the Registrant with the
         Commission on October 9, 1996.

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered hereby have
been sold or which deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  The validity of the shares of Common Stock offered hereby will
be passed upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts.
An investment partnership comprised of partners and senior executives of Hale
and Dorr LLP owns 13,585 shares of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The Company's Amended and Restated Certificate of
Incorporation, as amended, limits the liability of directors to the maximum
extent permitted by Delaware law. Delaware law provides that a corporation's
certificate of incorporation may contain a provision eliminating or limiting the
personal liability of a director for monetary damages for breach of their
fiduciary duties as directors, except for liability (i) for any breach of their
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payments of dividends or unlawful stock


                                      II-1
<PAGE>

repurchases or redemptions as provided in Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

                  The Company's Amended and Restated Bylaws provide that the
Company shall indemnify its directors and officers and may indemnify its
employees and agents to the fullest extent permitted by law. The Company
believes that indemnification under its Amended and Restated Bylaws covers at
least negligence and gross negligence on the part of indemnified parties.

                  The Company has entered into agreements to indemnify certain
of its directors and officers in addition to the indemnification provided for in
the Company's Amended and Restated Bylaws. These agreements, among other things,
indemnify those directors and officers for certain expenses including attorney's
fees, judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of the Company,
arising out of such person's services as a director or officer of the Company,
any subsidiary of the Company or any other company or enterprise to which the
person provides services at the request of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.  EXHIBITS

                  The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

ITEM 9.  UNDERTAKINGS

         1.       The Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (a) To include any prospectus required by Section
                  10(a)(3) of the Securities Act.

                           (b) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective Registration
                  Statement.

                           (c) To include any material information with respect
                  to the plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement; PROVIDED, HOWEVER,
                  that paragraphs (a) and (b) do not apply if the information
                  required to be included in a post-effective amendment by those
                  paragraphs is contained in periodic reports filed with or
                  furnished to the Commission by the Registrant pursuant to
                  Section 13 or 15(d) of the Exchange Act that are incorporated
                  by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new Registration Statement relating to the securities


                                      II-2
<PAGE>

         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial BONA FIDE offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be in the initial BONA FIDE offering thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                                      II-3
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Marlboro, Commonwealth of Massachusetts, on this 18 day of April, 2000.


                                       INNOVEDA, INC.



                                       By: /s/ Kevin P. O'Brien
                                           -------------------------
                                           Kevin P. O'Brien
                                           Chief Financial Officer


                                POWER OF ATTORNEY

We, the undersigned officers and directors of Innoveda, Inc., hereby severally
constitute William J. Herman, Peter T. Johnson and Keith P. O'Brien, and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Innoveda, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.



                                      II-4
<PAGE>


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

                Signature                                Title                                Date
                ---------                                -----                                ----
<S>                                        <C>                                            <C>
/s/ William J. Herman                      President, Chief Executive                     April 18, 2000
---------------------------------          Officer and Chairman of the
William J. Herman                          Board of Directors (Principal
                                           Executive Officer)


/s/ Kevin P. O'Brien                       Vice President, Finance,                       April 18, 2000
---------------------------------          Chief Financial Officer and
Kevin P. O'Brien                           Treasurer (Principal Financial
                                           Officer and Principal Accounting
                                           Officer)


/s/ William V. Botts                       Director                                       April 18, 2000
---------------------------------
William V. Botts

/s/ Lorne Cooper                           Director                                       April 18, 2000
---------------------------------
Lorne Cooper


/s/ Steven P. Erwin                        Director                                       April 18, 2000
---------------------------------
Steven P. Erwin


/s/ Keith B. Geestin                       Director                                       April 18, 2000
---------------------------------
Keith B. Geestin


</TABLE>


                                      II-5
<PAGE>

                                  EXHIBIT INDEX

       Exhibit
       Number                               Description
       ------                               -----------

       4.1(1)       Specimen Certificate for shares of Common Stock, $.01 par
                    value per share, of the Registrant
       5.1          Opinion of Hale and Dorr LLP
       23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)
       23.2         Consent of PricewaterhouseCoopers LLP
       24           Power of Attorney (included on the signature page of this
                    Registration Statement)

-------------
(1) Incorporated herein by reference to the Registrant's current record on
Form 8-K dated March 23, 2000, as filed with the Commission on April 7, 2000.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17923}]
{"company-data": {"conformed-name": "INNOVEDA INC", "cik": "0000925072", "assigned-sic": "7372", "irs-number": "931137888", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35046", "film-number": "604183"}, "business-address": {"street1": "293 BOSTON POST ROAD WEST", "city": "MARLBORO", "state": "MA", "zip": "01752", "phone": "5084800881"}, "mail-address": {"street1": "293 BOSTON POST RD WEST", "city": "MARLBORO", "state": "MA", "zip": "01752"}, "former-company": {"former-conformed-name": "SUMMIT DESIGN INC", "date-changed": "19960514"}}
As filed with the Securities and Exchange Commission
                                on April 18, 2000

                                                      REGISTRATION NO. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 INNOVEDA, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   93-1137888
                      (I.R.S. Employer Identification No.)

            293 BOSTON POST ROAD WEST, MARLBORO, MASSACHUSETTS 01752
               (Address of Principal Executive Offices) (Zip Code)

                             VIEWLOGIC SYSTEMS INC.
                            1998 STOCK INCENTIVE PLAN

                                       AND

                      TRANSCENDENT DESIGN TECHNOLOGY, INC.
                                STOCK OPTION PLAN
                           (Full Titles of the Plans)

                                WILLIAM J. HERMAN
                             CHIEF EXECUTIVE OFFICER
                            293 BOSTON POST ROAD WEST
                          MARLBORO, MASSACHUSETTS 01752
                     (Name and Address of Agent for Service)

                                  508-480-0881
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
-------------------------- ----------------------- ----------------------- ----------------------- ----------------
                                                          PROPOSED
        TITLE OF                                          MAXIMUM
       SECURITIES                                         OFFERING            PROPOSED MAXIMUM        AMOUNT OF
          TO BE                    AMOUNT                PRICE PER           AGGREGATE OFFERING     REGISTRATION
       REGISTERED             TO BE REGISTERED             SHARE                   PRICE                 FEE
-------------------------- ----------------------- ----------------------- ----------------------- ----------------
Common Stock,               4,592,366 shares (1)         $4.16(2)             $19,014,242(2)           $5,019.76
$.01 par value
-------------------------- ----------------------- ----------------------- ----------------------- ----------------
(1)      Consists of (i) 4,520,999 shares issuable under the Viewlogic Systems,
         Inc. 1998 Stock Incentive Plan and (ii) 71,367 shares issuable under
         the Transcendent Design Technology, Inc. Stock Option Plan.

(2)      Estimated solely for the purpose of calculating the registration fee,
         and based upon the average of the high and low sale prices of the
         Common Stock on the Nasdaq National Market on April 14, 2000 in
         accordance with Rules 457(c) and 457(h) of the Securities Act of 1933,
         as amended.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The information required by Part I is included in documents
sent or given to participants in the Viewlogic Systems, Inc. 1998 Stock
Incentive Plan and the Transcendent Design Technology, Inc. Stock Option Plan
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

                  (1) The Registrant's latest annual report filed pursuant to
         Section 13(a) or 15(d) of the Exchange Act or the latest prospectus
         filed pursuant to Rule 424(b) under the Securities Act that contain
         audited financial statements for the Registrant's latest fiscal year
         for which such statements have been filed.

                  (2) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered by the
         documents referred to in (1) above.

                  (3) The description of the common stock of the Registrant,
         $.01 par value per share (the "Common Stock"), contained in the
         Registration Statement on Form 8-A filed by the Registrant with the
         Commission on October 9, 1996.

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered hereby have
been sold or which deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  The validity of the shares of Common Stock offered hereby will
be passed upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts.
An investment partnership comprised of partners and senior executives of Hale
and Dorr LLP owns 13,585 shares of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The Company's Amended and Restated Certificate of
Incorporation, as amended, limits the liability of directors to the maximum
extent permitted by Delaware law. Delaware law provides that a corporation's
certificate of incorporation may contain a provision eliminating or limiting the
personal liability of a director for monetary damages for breach of their
fiduciary duties as directors, except for liability (i) for any breach of their
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payments of dividends or unlawful stock

                                      II-1
repurchases or redemptions as provided in Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

                  The Company's Amended and Restated Bylaws provide that the
Company shall indemnify its directors and officers and may indemnify its
employees and agents to the fullest extent permitted by law. The Company
believes that indemnification under its Amended and Restated Bylaws covers at
least negligence and gross negligence on the part of indemnified parties.

                  The Company has entered into agreements to indemnify certain
of its directors and officers in addition to the indemnification provided for in
the Company's Amended and Restated Bylaws. These agreements, among other things,
indemnify those directors and officers for certain expenses including attorney's
fees, judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of the Company,
arising out of such person's services as a director or officer of the Company,
any subsidiary of the Company or any other company or enterprise to which the
person provides services at the request of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.  EXHIBITS

                  The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

ITEM 9.  UNDERTAKINGS

         1.       The Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (a) To include any prospectus required by Section
                  10(a)(3) of the Securities Act.

                           (b) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective Registration
                  Statement.

                           (c) To include any material information with respect
                  to the plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement; PROVIDED, HOWEVER,
                  that paragraphs (a) and (b) do not apply if the information
                  required to be included in a post-effective amendment by those
                  paragraphs is contained in periodic reports filed with or
                  furnished to the Commission by the Registrant pursuant to
                  Section 13 or 15(d) of the Exchange Act that are incorporated
                  by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new Registration Statement relating to the securities

                                      II-2
offered therein, and the offering of such securities at that time shall
         be deemed to be the initial BONA FIDE offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be in the initial BONA FIDE offering thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Marlboro, Commonwealth of Massachusetts, on this 18 day of April, 2000.

                                       INNOVEDA, INC.

                                       By: /s/ Kevin P. O'Brien
                                           -------------------------
                                           Kevin P. O'Brien
                                           Chief Financial Officer

                                POWER OF ATTORNEY

We, the undersigned officers and directors of Innoveda, Inc., hereby severally
constitute William J. Herman, Peter T. Johnson and Keith P. O'Brien, and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Innoveda, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.

                                      II-4
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature                                Title                                Date
                ---------                                -----                                ----
/s/ William J. Herman                      President, Chief Executive                     April 18, 2000
---------------------------------          Officer and Chairman of the
William J. Herman                          Board of Directors (Principal
                                           Executive Officer)

/s/ Kevin P. O'Brien                       Vice President, Finance,                       April 18, 2000
---------------------------------          Chief Financial Officer and
Kevin P. O'Brien                           Treasurer (Principal Financial
                                           Officer and Principal Accounting
                                           Officer)

/s/ William V. Botts                       Director                                       April 18, 2000
---------------------------------
William V. Botts

/s/ Lorne Cooper                           Director                                       April 18, 2000
---------------------------------
Lorne Cooper

/s/ Steven P. Erwin                        Director                                       April 18, 2000
---------------------------------
Steven P. Erwin

/s/ Keith B. Geestin                       Director                                       April 18, 2000
---------------------------------
Keith B. Geestin
II-5
EXHIBIT INDEX

       Exhibit
       Number                               Description
       ------                               -----------

       4.1(1)       Specimen Certificate for shares of Common Stock, $.01 par
                    value per share, of the Registrant
       5.1          Opinion of Hale and Dorr LLP
       23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)
       23.2         Consent of PricewaterhouseCoopers LLP
       24           Power of Attorney (included on the signature page of this
                    Registration Statement)

-------------
(1) Incorporated herein by reference to the Registrant's current record on
Form 8-K dated March 23, 2000, as filed with the Commission on April 7, 2000.