<PAGE>   1
     As filed with the Securities and Exchange Commission on April 24, 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 of incorporation)                    (I.R.S. Employer Identification No.)

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

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

                          EMPLOYEE STOCK PURCHASE PLAN
                   INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                       1998 NONSTATUTORY STOCK OPTION 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


<TABLE>
<CAPTION>
===========================================================================================================================
                                           CALCULATION OF REGISTRATION FEE
===========================================================================================================================
<S>                                              <C>             <C>                  <C>                  <C>
                                                                  Proposed Maximum     Proposed Maximum
                                                 Amount to be    Offering Price Per   Aggregate offering       Amount of
 Title of Securities to be Registered             Registered          Share(1)             Price(1)        Registration Fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value, 
issuable under:
     Employee Stock Purchase Plan and
     International Employee Stock
     Purchase Plan                                1,400,000             $35.375          $49,525,000.00      $14,609.88

     1998 Nonstatutory Stock Option Plan            566,736             $35.375          $20,048,286.00      $ 5,914.24
---------------------------------------------------------------------------------------------------------------------------
                  Total                           1,966,736                              $69,573,286.00      $20,524.12
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee, based on the average
between the high and low price of the Registrant's stock as reported by the
Nasdaq National Market on April 17, 1998.


<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) 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 Registration Statement filed by the Company on Form 8-A on
                January 24, 1992 (File No. 019807) pursuant to Section 12(g) of
                the Exchange Act and any amendments or reports 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.

        The class of securities to be offered is registered under Section 12 of
the Exchange Act.

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 "DGCL"), the Company's state of
incorporation, including those circumstances in which indemnification would
otherwise be discretionary under the DGCL. Section 145


                                      II-1
<PAGE>   3
of the DGCL 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
of 1933.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

        See Index to Exhibits.

ITEM 9. UNDERTAKINGS

(a)     Rule 415 Offering

        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)(1)(ii) of this section 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 with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act of 1934 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)     Filing incorporating subsequent Exchange Act documents by reference.

        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 of 1934 (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


                                      II-2
<PAGE>   4
        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.

(h)     Request for acceleration of effective date or filing of registration
        statement on Form S-8

        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, 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 April 23,
1998.


                              SYNOPSYS, INC.


                              By: /s/ AART J. DE GEUS
                                  ----------------------------------------
                                  Aart J. de Geus
                                  President, Chief Executive Officer, and 
                                  Chairman of the Board of Directors


                                      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 Sugushita, and
each of them, as his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
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 or she 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 ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:

<TABLE>
<CAPTION>
           Signature                               Title                                Date
           ---------                               -----                                ----

<S>                                 <C>                                            <C> 
/s/ AART J. DE GEUS                 President, Chief Executive Officer,            April 23, 1998
-------------------------           and Chairman of the Board of
Aart J. de Geus                     Directors (Principal Executive
                                    Officer)

/s/ WILLIAM W. LATTIN               Executive Vice President and                   April 23, 1998
-------------------------           Director
William W. Lattin
                                    
/s/ DAVID SUGISHITA                 Chief Financial Officer (Principal             April 23, 1998
-------------------------           Financial and Accounting Officer)
David Sugishita                                    

/s/ CHI-FOON CHAN                   Chief Operating Officer and                    April 23, 1998
-------------------------           Director
Chi-Foon Chan                                    

/s/ DEBORAH A. COLEMAN              Director                                       April 23, 1998
-------------------------
Deborah A. Coleman                                    

/s/ HARVEY C. JONES, JR             Director                                       April 23, 1998
-------------------------
Harvey C. Jones, Jr.                                    

/s/ A. RICHARD NEWTON               Director                                       April 23, 1998
-------------------------
A. Richard Newton                                    

/s/ STEVEN C. WALSKE                Director                                       April 23, 1998
-------------------------
Steven C. Walske
</TABLE>


                                      II-5
<PAGE>   7
                                 SYNOPSYS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS


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

5.1       Opinion of counsel as to legality of securities being registered

10.1(1)   Employee Stock Purchase Plan (as amended through November 5, 1997)

10.2(2)   International Employee Stock Purchase Plan (as amended through
          November 5, 1997)

10.3      1998 Nonstatutory Stock Option Plan

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 Exhibit 99.2 of the Company's
                    Annual Report on Form 10-K for the fiscal year ended
                    September 30, 1997 (File no. 000-198007).

          (2)       Incorporated by reference to Exhibit 99.3 of the Company's
                    Annual Report of Form 10-K for the fiscal year ended
                    September 30, 1997 (File no. 000-198007).


                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17442}]
{"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": "333-50947", "film-number": "98600552"}, "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 April 24, 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 of incorporation)                    (I.R.S. Employer Identification No.)

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

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

                          EMPLOYEE STOCK PURCHASE PLAN
                   INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                       1998 NONSTATUTORY STOCK OPTION 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
===========================================================================================================================
                                           CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Proposed Maximum     Proposed Maximum
                                                 Amount to be    Offering Price Per   Aggregate offering       Amount of
 Title of Securities to be Registered             Registered          Share(1)             Price(1)        Registration Fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value, 
issuable under:
     Employee Stock Purchase Plan and
     International Employee Stock
     Purchase Plan                                1,400,000             $35.375          $49,525,000.00      $14,609.88

     1998 Nonstatutory Stock Option Plan            566,736             $35.375          $20,048,286.00      $ 5,914.24
---------------------------------------------------------------------------------------------------------------------------
                  Total                           1,966,736                              $69,573,286.00      $20,524.12
---------------------------------------------------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee, based on the average
between the high and low price of the Registrant's stock as reported by the
Nasdaq National Market on April 17, 1998.
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) 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 Registration Statement filed by the Company on Form 8-A on
                January 24, 1992 (File No. 019807) pursuant to Section 12(g) of
                the Exchange Act and any amendments or reports 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.

        The class of securities to be offered is registered under Section 12 of
the Exchange Act.

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 "DGCL"), the Company's state of
incorporation, including those circumstances in which indemnification would
otherwise be discretionary under the DGCL. Section 145

                                      II-1
3
of the DGCL 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
of 1933.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

        See Index to Exhibits.

ITEM 9. UNDERTAKINGS

(a)     Rule 415 Offering

        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)(1)(ii) of this section 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 with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act of 1934 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)     Filing incorporating subsequent Exchange Act documents by reference.

        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 of 1934 (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

                                      II-2
4
        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.

(h)     Request for acceleration of effective date or filing of registration
        statement on Form S-8

        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, 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 April 23,
1998.

                              SYNOPSYS, INC.

                              By: /s/ AART J. DE GEUS
                                  ----------------------------------------
                                  Aart J. de Geus
                                  President, Chief Executive Officer, and 
                                  Chairman of the Board of Directors

                                      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 Sugushita, and
each of them, as his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
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 or she 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 ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
Signature                               Title                                Date
           ---------                               -----                                ----
/s/ AART J. DE GEUS                 President, Chief Executive Officer,            April 23, 1998
-------------------------           and Chairman of the Board of
Aart J. de Geus                     Directors (Principal Executive
                                    Officer)

/s/ WILLIAM W. LATTIN               Executive Vice President and                   April 23, 1998
-------------------------           Director
William W. Lattin
                                    
/s/ DAVID SUGISHITA                 Chief Financial Officer (Principal             April 23, 1998
-------------------------           Financial and Accounting Officer)
David Sugishita                                    

/s/ CHI-FOON CHAN                   Chief Operating Officer and                    April 23, 1998
-------------------------           Director
Chi-Foon Chan                                    

/s/ DEBORAH A. COLEMAN              Director                                       April 23, 1998
-------------------------
Deborah A. Coleman                                    

/s/ HARVEY C. JONES, JR             Director                                       April 23, 1998
-------------------------
Harvey C. Jones, Jr.                                    

/s/ A. RICHARD NEWTON               Director                                       April 23, 1998
-------------------------
A. Richard Newton                                    

/s/ STEVEN C. WALSKE                Director                                       April 23, 1998
-------------------------
Steven C. Walske
II-5
7
                                 SYNOPSYS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

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

5.1       Opinion of counsel as to legality of securities being registered

10.1(1)   Employee Stock Purchase Plan (as amended through November 5, 1997)

10.2(2)   International Employee Stock Purchase Plan (as amended through
          November 5, 1997)

10.3      1998 Nonstatutory Stock Option Plan

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 Exhibit 99.2 of the Company's
                    Annual Report on Form 10-K for the fiscal year ended
                    September 30, 1997 (File no. 000-198007).

          (2)       Incorporated by reference to Exhibit 99.3 of the Company's
                    Annual Report of Form 10-K for the fiscal year ended
                    September 30, 1997 (File no. 000-198007).

                                      II-6