<PAGE>   1
       As filed with the Securities and Exchange Commission on January 29, 1998
                                             Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                                 SYNOPSYS, INC.
             (Exact name of registrant as specified in its charter)
 
          DELAWARE                                       56-1546236
  --------------------                           -------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation)

                            700 East Middlefield Road
                          Mountain View, CA 94043-4033
          (Address, including zip code, of principal executive offices)

                             ----------------------

                        INDIVIDUAL OPTIONS GRANTED UNDER
         THE VIEWLOGIC SYSTEMS, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
                           (Full Titles of the Plans)
                             ----------------------

                                 AART J. DE GEUS
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 SYNOPSYS, INC.
                            700 East Middlefield Road
                          Mountain View, CA 94043-4033
                     (Name and address of agent for service)
                                 (650) 962-5000
          (Telephone number, including area code, of agent for service)

                             ----------------------

                                    Copy to:
                            THOMAS C. DEFILIPPS, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304

     This registration statement shall hereafter become effective in accordance
with Rule 462 promulgated under the Securities Act of 1933, as amended (the
"Securities Act").

================================================================================
                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>


                                                                  Proposed Maximum     Proposed Maximum
Title of Securities to be                                        Offering Price Per   Aggregate offering  Amount of Registration
       Registered(1)                    Amount to be Registered         Share              Price                 Fee(2)
-------------------------               -----------------------  ------------------  -------------------  ----------------------
<S>                                     <C>                      <C>                 <C>                  <C>      
Viewlogic Systems, Inc. 1996 Employee Stock Purchase Plan
---------------------------------------------------------
  Common Stock  
  Par Value $0.01                              88,178                  $19.2302         $1,695,680.58            $513.84



            Total                              88,178                                   $1,695,680.58            $513.84
                                               ------                                   -------------            -------
</TABLE>

---------- 
(1) The securities to be registered are shares of Common Stock, par value $0.01,
    of the registrant issuable under the specified employee benefit plan, which
    has been assumed by the registrant.

(2) Calculated pursuant to Section 6(b) of the Securities Act.
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            Synopsys, Inc. (the "Company") hereby incorporates by reference in
this registration statement the following documents:

            (a)         The Company's Annual Report on Form 10-K for the fiscal
                        year ended September 30, 1997 (File No. 000-19807) filed
                        pursuant to Section 13(a) of the Securities Exchange Act
                        of 1934, as amended (the "Exchange Act").

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

            (c)         The description of the Company's Common Stock as set
                        forth in the Company's Registration Statement on Form
                        8-A (File No. 019807) filed January 24, 1992 pursuant
                        to Section 12(g) of the Exchange Act and any amendments
                        or reports thereto filed with the Securities and
                        Exchange Commission for the purpose of updating such
                        description.

            All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While the
relevant statute does not change directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as injunction
or rescission. The statute has no effect on directors' duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal payment of dividends and approval of any transaction
from which a director derives an improper personal benefit.

            The Company has adopted provisions in its Certificate of
Incorporation which eliminate the personal liability of its directors to the
Company and its stockholders for monetary damages for breach or alleged breach
of their duty of care. The Bylaws of the Company provide for indemnification of
its directors, officers, employees and agents to the full extent permitted by
the General Corporation Law of the State of Delaware, the Company's state of
incorporation, including those circumstances in which indemnification would
otherwise be discretionary under Delaware Law. Section 145 of the General




                                      II-1


<PAGE>   3

Corporation Law of the State of Delaware provides for indemnification in terms
sufficiently broad to indemnify such individuals, under certain circumstances,
for liabilities (including reimbursement of expenses incurred) arising under the
Securities Act.

     The Company has entered into indemnification agreements with its directors
and executive officers and intends to enter into indemnification agreements
with any new directors and executive officers in the future.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.

ITEM 8.  EXHIBITS
<TABLE>
<CAPTION>

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

<S>          <C>
  4.1        Preferred Shares Rights Agreement dated October 24, 1997 (3)

  4.3        Specimen Common Stock Certificate (1)

  5.1        Opinion of Counsel as to legality of securities being registered

 10.10       1996 Employee Stock Purchase Plan (2)

 23.1        Consent of Counsel (contained in Exhibit 5.1)

 23.2        Consent of KPMG Peat Marwick LLP

 23.3        Consent of Deloitte & Touche LLP

 24.1        Power of Attorney (see Page II-5)
</TABLE>

----------
     (1) Incorporated by reference to the Company's Registration Statement on
         Form S-1 (File No. 33-45138) which became effective February 24, 1992.

     (2) Incorporated by reference to the Viewlogic Systems, Inc. Annual Report
         on Form 10-K for the year ended December 31, 1995.

     (3) Incorporated by reference to the Company's Registration Statement on
         Form 8-A (File No. 000-19807) as filed with the Securities and Exchange
         Commission on October 31, 1997.

ITEM 9.  UNDERTAKINGS

            (a) The undersigned 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:

                    (i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                    (ii) 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;

                    (iii) 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)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 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 of 1933, each such post-effective amendment 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 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.

            (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, 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 



                                      II-2

<PAGE>   4
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

            (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.




                                      II-3

<PAGE>   5




                                    SIGNATURE

            Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Mountain View, State of California, on January
29, 1998.

                                              SYNOPSYS, INC.


                                              By: /s/ Aart J. de Geus
                                                  ------------------------------
                                                  Aart J. de Geus
                                                  President, Chief Executive 
                                                  Officer, and Director




                                      II-4

<PAGE>   6



                                POWER OF ATTORNEY

                KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Aart J. de Geus and David
Sugishita, and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Exchange Act of 1933,
as amended, this registration statement has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:

<TABLE>
<CAPTION>

       Signature                     Title                            Date
       ---------                     -----                            ----
<S>                          <C>                               <C> 
/s/ Aart J. de Gues          President, Chief Executive        January 29, 1998
---------------------------  Officer, and Director 
Aart J. de Geus              (Principle Executive Officer)
                             
/s/ Harvey C. Jones, Jr.     Chairman of the Board of          January 29, 1998
---------------------------  Directors
Harvey C. Jones, Jr.                

/s/ William W. Lattin        Executive Vice President and      January 29, 1998
---------------------------  Director
William W. Lattin            

/s/ David Sugishita          Senior Vice President, Finance    January 29, 1998
---------------------------  and Operations, and Chief
David Sugishita              Financial Officer (Principal
                             Financial and Accounting
                             Officer)                                     

/s/ Sang Wang                Director                          January 29, 1998
---------------------------
Sang Wang

/s/ Deborah A. Coleman       Director                          January 29, 1998
---------------------------
Deborah A. Coleman

/s/ A. Richard Newton        Director                          January 29, 1998
---------------------------
A. Richard Newton

/s/ Steven C. Walske         Director                          January 29, 1998
---------------------------
Steven C. Walske
</TABLE>


                                      II-5

<PAGE>   7



                                 SYNOPSYS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

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

<S>          <C>
  4.1        Preferred Shares Rights Agreement dated October 24, 1997 (3)

  4.3        Specimen Common Stock Certificate (1)

  5.1        Opinion of Counsel as to legality of securities being registered

 10.10       1996 Employee Stock Purchase Plan (2)

 23.1        Consent of Counsel (contained in Exhibit 5.1)

 23.2        Consent of KPMG Peat Marwick LLP

 23.3        Consent of Deloitte & Touche LLP

 24.1        Power of Attorney (see Page II-5)
</TABLE>


----------
     (1) Incorporated by reference to the Company's Registration Statement on
         Form S-1 (File No. 33-45138) which became effective February 24, 1992.

     (2) Incorporated by reference to the Viewlogic Systems, Inc. Annual Report
         on Form 10-K for the year ended December 31, 1995.

     (3) Incorporated by reference to the Company's Registration Statement on
         Form 8-A (File No. 000-19807) as filed with the Securities and Exchange
         Commission on October 31, 1997.

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18145}]
{"company-data": {"conformed-name": "SYNOPSYS INC", "cik": "0000883241", "assigned-sic": "7372", "irs-number": "561546236", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45181", "film-number": "98516868"}, "business-address": {"street1": "700 E MIDDLEFIELD RD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-4033", "phone": "4159625000"}, "mail-address": {"street1": "700 E MIDDLEFIELD RD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-4033"}}
1
       As filed with the Securities and Exchange Commission on January 29, 1998
                                             Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                                 SYNOPSYS, INC.
             (Exact name of registrant as specified in its charter)
 
          DELAWARE                                       56-1546236
  --------------------                           -------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation)

                            700 East Middlefield Road
                          Mountain View, CA 94043-4033
          (Address, including zip code, of principal executive offices)

                             ----------------------

                        INDIVIDUAL OPTIONS GRANTED UNDER
         THE VIEWLOGIC SYSTEMS, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
                           (Full Titles of the Plans)
                             ----------------------

                                 AART J. DE GEUS
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 SYNOPSYS, INC.
                            700 East Middlefield Road
                          Mountain View, CA 94043-4033
                     (Name and address of agent for service)
                                 (650) 962-5000
          (Telephone number, including area code, of agent for service)

                             ----------------------

                                    Copy to:
                            THOMAS C. DEFILIPPS, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304

     This registration statement shall hereafter become effective in accordance
with Rule 462 promulgated under the Securities Act of 1933, as amended (the
"Securities Act").

================================================================================
                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Maximum     Proposed Maximum
Title of Securities to be                                        Offering Price Per   Aggregate offering  Amount of Registration
       Registered(1)                    Amount to be Registered         Share              Price                 Fee(2)
-------------------------               -----------------------  ------------------  -------------------  ----------------------
Viewlogic Systems, Inc. 1996 Employee Stock Purchase Plan
---------------------------------------------------------
  Common Stock  
  Par Value $0.01                              88,178                  $19.2302         $1,695,680.58            $513.84

            Total                              88,178                                   $1,695,680.58            $513.84
                                               ------                                   -------------            -------
---------- 
(1) The securities to be registered are shares of Common Stock, par value $0.01,
    of the registrant issuable under the specified employee benefit plan, which
    has been assumed by the registrant.

(2) Calculated pursuant to Section 6(b) of the Securities Act.
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            Synopsys, Inc. (the "Company") hereby incorporates by reference in
this registration statement the following documents:

            (a)         The Company's Annual Report on Form 10-K for the fiscal
                        year ended September 30, 1997 (File No. 000-19807) filed
                        pursuant to Section 13(a) of the Securities Exchange Act
                        of 1934, as amended (the "Exchange Act").

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

            (c)         The description of the Company's Common Stock as set
                        forth in the Company's Registration Statement on Form
                        8-A (File No. 019807) filed January 24, 1992 pursuant
                        to Section 12(g) of the Exchange Act and any amendments
                        or reports thereto filed with the Securities and
                        Exchange Commission for the purpose of updating such
                        description.

            All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While the
relevant statute does not change directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as injunction
or rescission. The statute has no effect on directors' duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal payment of dividends and approval of any transaction
from which a director derives an improper personal benefit.

            The Company has adopted provisions in its Certificate of
Incorporation which eliminate the personal liability of its directors to the
Company and its stockholders for monetary damages for breach or alleged breach
of their duty of care. The Bylaws of the Company provide for indemnification of
its directors, officers, employees and agents to the full extent permitted by
the General Corporation Law of the State of Delaware, the Company's state of
incorporation, including those circumstances in which indemnification would
otherwise be discretionary under Delaware Law. Section 145 of the General

                                      II-1
3

Corporation Law of the State of Delaware provides for indemnification in terms
sufficiently broad to indemnify such individuals, under certain circumstances,
for liabilities (including reimbursement of expenses incurred) arising under the
Securities Act.

     The Company has entered into indemnification agreements with its directors
and executive officers and intends to enter into indemnification agreements
with any new directors and executive officers in the future.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.

ITEM 8.  EXHIBITS
Exhibit
Number                               Description
------                               -----------
4.1        Preferred Shares Rights Agreement dated October 24, 1997 (3)

  4.3        Specimen Common Stock Certificate (1)

  5.1        Opinion of Counsel as to legality of securities being registered

 10.10       1996 Employee Stock Purchase Plan (2)

 23.1        Consent of Counsel (contained in Exhibit 5.1)

 23.2        Consent of KPMG Peat Marwick LLP

 23.3        Consent of Deloitte & Touche LLP

 24.1        Power of Attorney (see Page II-5)
----------
     (1) Incorporated by reference to the Company's Registration Statement on
         Form S-1 (File No. 33-45138) which became effective February 24, 1992.

     (2) Incorporated by reference to the Viewlogic Systems, Inc. Annual Report
         on Form 10-K for the year ended December 31, 1995.

     (3) Incorporated by reference to the Company's Registration Statement on
         Form 8-A (File No. 000-19807) as filed with the Securities and Exchange
         Commission on October 31, 1997.

ITEM 9.  UNDERTAKINGS

            (a) The undersigned 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:

                    (i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                    (ii) 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;

                    (iii) 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)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 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 of 1933, each such post-effective amendment 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 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.

            (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, 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 

                                      II-2
4
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

            (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                      II-3
5

                                    SIGNATURE

            Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Mountain View, State of California, on January
29, 1998.

                                              SYNOPSYS, INC.

                                              By: /s/ Aart J. de Geus
                                                  ------------------------------
                                                  Aart J. de Geus
                                                  President, Chief Executive 
                                                  Officer, and Director

                                      II-4
6

                                POWER OF ATTORNEY

                KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Aart J. de Geus and David
Sugishita, and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Exchange Act of 1933,
as amended, this registration statement has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
Signature                     Title                            Date
       ---------                     -----                            ----
/s/ Aart J. de Gues          President, Chief Executive        January 29, 1998
---------------------------  Officer, and Director 
Aart J. de Geus              (Principle Executive Officer)
                             
/s/ Harvey C. Jones, Jr.     Chairman of the Board of          January 29, 1998
---------------------------  Directors
Harvey C. Jones, Jr.                

/s/ William W. Lattin        Executive Vice President and      January 29, 1998
---------------------------  Director
William W. Lattin            

/s/ David Sugishita          Senior Vice President, Finance    January 29, 1998
---------------------------  and Operations, and Chief
David Sugishita              Financial Officer (Principal
                             Financial and Accounting
                             Officer)                                     

/s/ Sang Wang                Director                          January 29, 1998
---------------------------
Sang Wang

/s/ Deborah A. Coleman       Director                          January 29, 1998
---------------------------
Deborah A. Coleman

/s/ A. Richard Newton        Director                          January 29, 1998
---------------------------
A. Richard Newton

/s/ Steven C. Walske         Director                          January 29, 1998
---------------------------
Steven C. Walske
II-5
7

                                 SYNOPSYS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS
Exhibit
Number                               Description
------                               -----------
4.1        Preferred Shares Rights Agreement dated October 24, 1997 (3)

  4.3        Specimen Common Stock Certificate (1)

  5.1        Opinion of Counsel as to legality of securities being registered

 10.10       1996 Employee Stock Purchase Plan (2)

 23.1        Consent of Counsel (contained in Exhibit 5.1)

 23.2        Consent of KPMG Peat Marwick LLP

 23.3        Consent of Deloitte & Touche LLP

 24.1        Power of Attorney (see Page II-5)
----------
     (1) Incorporated by reference to the Company's Registration Statement on
         Form S-1 (File No. 33-45138) which became effective February 24, 1992.

     (2) Incorporated by reference to the Viewlogic Systems, Inc. Annual Report
         on Form 10-K for the year ended December 31, 1995.

     (3) Incorporated by reference to the Company's Registration Statement on
         Form 8-A (File No. 000-19807) as filed with the Securities and Exchange
         Commission on October 31, 1997.

                                      II-6