Registration No. 333-_____
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                                   ANSYS, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                      04-3219960
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                       Identification No.)

   275 Technology Drive-Southpointe
       Canonsburg, Pennsylvania                                 15317
(Address of principal executive offices)                      (Zip Code)

                        1996 STOCK OPTION AND GRANT PLAN
                            (Full title of the plan)

                              James E. Cashman III
                      President and Chief Executive Officer
                                   ANSYS, Inc.
                        275 Technology Drive-Southpointe
                         Canonsburg, Pennsylvania 15317
                     (Name and address of agent for service)

                                 (724) 514-3064
          (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=================================================================================================
<S>                  <C>                 <C>                  <C>                  <C>

      Title of                           Proposed maximum     Proposed maximum       Amount of
     securities        Amount to be       offering price          aggregate        registration
 to be registered      registered(1)       per share(2)        offering price          fee
------------------------------- ------------------- ---------------------- ----------------------
Common Stock,        1,000,000 shares        $18.71             $18,710,000         $4,677.50
par value
$.01 per share

=================================================================================================

       (1)   This  Registration  Statement  also  relates to such  indeterminate
number of additional  shares of ANSYS,  Inc.  Common Stock as may be required in
the event of a stock dividend, reverse stock split, split-up,  recapitalization,
forfeiture of stock or other similar event

       (2)   Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(h).  The fee is  calculated on the basis of the average
of the high and low prices for the Common Stock of ANSYS,  Inc. on September 10,
2001 as reported on the Nasdaq National Market.
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


         The earlier  Registration  Statements on Form S-8 filed by ANSYS,  Inc.
(the   "Registrant")   with  the   Securities  and  Exchange   Commission   (the
"Commission")  on  July  23,  1996  (File  No.  333-08613),  pertaining  to  the
Registrant's  1996 Stock Option and Grant Plan and Employee Stock Purchase Plan,
and July 17, 1998 (File No.  333-08613),  pertaining  to the  Registrant's  1996
Stock  Option  and Grant  Plan,  are  hereby  incorporated  by  reference.  This
incorporation  is made  pursuant to General  Instruction E of Form S-8 regarding
the registration of additional  securities of the same class as other securities
for which there has been filed a Registration  Statement on Form S-8 relating to
the same employee benefit plan.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



ITEM 8.  EXHIBITS.

         The following  exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:

         EXHIBIT NO.                      DESCRIPTION
         -----------                      -----------


            5.1       Opinion of David Secunda,  Esq., regarding the legality of
                      the securities  registered hereunder.

            23.1      Consent of PricewaterhouseCoopers LLP.

            23.2      Consent of David Secunda, Esq. (included in the Opinion
                      filed as Exhibit 5.1).



















                                      II-1

<PAGE>

                                   SIGNATURES

         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 Canonsburg,  Pennsylvania,  on this 12th day of
September, 2001.

                                     ANSYS, INC.


                                     By: /s/ James E. Cashman III
                                         ---------------------------------
                                         James E. Cashman III
                                         President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned directors
and officers of ANSYS, Inc. hereby constitutes and appoints James E. Cashman III
and Maria T. Shields,  and each of them,  his true and lawful  attorneys-in-fact
and agents, for him and in his name, place and stead, in any and all capacities,
to sign one or more amendments to this Registration  Statement on Form S-8 under
the Securities Act of 1933, as amended,  including post-effective amendments and
other related  documents,  and to file the same with the Securities and Exchange
Commission under said Act, hereby granting power and authority to do and perform
any and all acts and things  requisite and necessary to be done in and about the
premises,  as fully as 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 may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date(s) indicated:

<TABLE>
<CAPTION>

        SIGNATURE                               CAPACITY                            DATE
        ---------                               --------                            ----
<S>                                <C>                                       <C>

/s/ James E. Cashman III           President and Chief Executive Officer     September 12, 2001
------------------------           (Principal Executive Officer)
James E. Cashman III

/s/ Maria T. Shields               Chief Financial Officer, Vice             September 12, 2001
--------------------               President, Finance and Administration
Maria T. Shields                   (Principal Financial Officer and
                                   Accounting Officer)

/s/ Peter J. Smith                 Chairman of the Board of Directors        September 12, 2001
------------------
Peter J. Smith

/s/ Jacqueline C. Morby            Director                                  September 12, 2001
-----------------------
Jacqueline C. Morby

/s/ Roger J. Heinen, Jr.           Director                                  September 12, 2001
------------------------
Roger J. Heinen, Jr.

/s/ John F. Smith                  Director                                  September 12, 2001
-----------------
John F. Smith

/s/ Patrick J. Zilvitis            Director                                  September 12, 2001
-----------------------
Patrick J. Zilvitis
                                                                             September 12, 2001
/s/ Bradford C. Morley             Director
----------------------
Bradford C. Morely

</TABLE>



                                      II-2
<PAGE>

                                  EXHIBIT INDEX


                                                                    SEQUENTIAL
EXHIBIT NO.                 DESCRIPTION                            PAGE NUMBER
-----------                 -----------                            ------------

   5.1        Opinion of David Secunda, Esq., regarding the             6
              legality of the securities registered hereunder.

   23.1       Consent of PricewaterouseCoopers LLP.                     7

   23.2       Consent of David Secunda, Esq. (included in               6
              the Opinion filed as Exhibit 5.1).





















                                      II-3
[{"type": "S-8", "sequence": "1", "filename": "ansys_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 9081}]
{"company-data": {"conformed-name": "ANSYS INC", "cik": "0001013462", "assigned-sic": "7372", "irs-number": "043219960", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69506", "film-number": "1739070"}, "business-address": {"street1": "275 TECHNOLOGY DRIVE, SOUTHPOINTE", "city": "CANONSBURG", "state": "PA", "zip": "15317", "phone": "4127643304"}, "mail-address": {"street1": "275 TECHNOLOGY DRIVE, SOUTHPOINTE", "city": "CANONSBURG", "state": "PA", "zip": "15317"}}
Registration No. 333-_____
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                                   ANSYS, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                      04-3219960
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                       Identification No.)

   275 Technology Drive-Southpointe
       Canonsburg, Pennsylvania                                 15317
(Address of principal executive offices)                      (Zip Code)

                        1996 STOCK OPTION AND GRANT PLAN
                            (Full title of the plan)

                              James E. Cashman III
                      President and Chief Executive Officer
                                   ANSYS, Inc.
                        275 Technology Drive-Southpointe
                         Canonsburg, Pennsylvania 15317
                     (Name and address of agent for service)

                                 (724) 514-3064
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=================================================================================================
Title of                           Proposed maximum     Proposed maximum       Amount of
     securities        Amount to be       offering price          aggregate        registration
 to be registered      registered(1)       per share(2)        offering price          fee
------------------------------- ------------------- ---------------------- ----------------------
Common Stock,        1,000,000 shares        $18.71             $18,710,000         $4,677.50
par value
$.01 per share

=================================================================================================

       (1)   This  Registration  Statement  also  relates to such  indeterminate
number of additional  shares of ANSYS,  Inc.  Common Stock as may be required in
the event of a stock dividend, reverse stock split, split-up,  recapitalization,
forfeiture of stock or other similar event

       (2)   Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(h).  The fee is  calculated on the basis of the average
of the high and low prices for the Common Stock of ANSYS,  Inc. on September 10,
2001 as reported on the Nasdaq National Market.
-----------------------------------------------------------------------------------------------------------------------------
The earlier  Registration  Statements on Form S-8 filed by ANSYS,  Inc.
(the   "Registrant")   with  the   Securities  and  Exchange   Commission   (the
"Commission")  on  July  23,  1996  (File  No.  333-08613),  pertaining  to  the
Registrant's  1996 Stock Option and Grant Plan and Employee Stock Purchase Plan,
and July 17, 1998 (File No.  333-08613),  pertaining  to the  Registrant's  1996
Stock  Option  and Grant  Plan,  are  hereby  incorporated  by  reference.  This
incorporation  is made  pursuant to General  Instruction E of Form S-8 regarding
the registration of additional  securities of the same class as other securities
for which there has been filed a Registration  Statement on Form S-8 relating to
the same employee benefit plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS.

         The following  exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:

         EXHIBIT NO.                      DESCRIPTION
         -----------                      -----------

            5.1       Opinion of David Secunda,  Esq., regarding the legality of
                      the securities  registered hereunder.

            23.1      Consent of PricewaterhouseCoopers LLP.

            23.2      Consent of David Secunda, Esq. (included in the Opinion
                      filed as Exhibit 5.1).

                                      II-1
SIGNATURES

         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 Canonsburg,  Pennsylvania,  on this 12th day of
September, 2001.

                                     ANSYS, INC.

                                     By: /s/ James E. Cashman III
                                         ---------------------------------
                                         James E. Cashman III
                                         President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned directors
and officers of ANSYS, Inc. hereby constitutes and appoints James E. Cashman III
and Maria T. Shields,  and each of them,  his true and lawful  attorneys-in-fact
and agents, for him and in his name, place and stead, in any and all capacities,
to sign one or more amendments to this Registration  Statement on Form S-8 under
the Securities Act of 1933, as amended,  including post-effective amendments and
other related  documents,  and to file the same with the Securities and Exchange
Commission under said Act, hereby granting power and authority to do and perform
any and all acts and things  requisite and necessary to be done in and about the
premises,  as fully as 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 may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date(s) indicated:
SIGNATURE                               CAPACITY                            DATE
        ---------                               --------                            ----
/s/ James E. Cashman III           President and Chief Executive Officer     September 12, 2001
------------------------           (Principal Executive Officer)
James E. Cashman III

/s/ Maria T. Shields               Chief Financial Officer, Vice             September 12, 2001
--------------------               President, Finance and Administration
Maria T. Shields                   (Principal Financial Officer and
                                   Accounting Officer)

/s/ Peter J. Smith                 Chairman of the Board of Directors        September 12, 2001
------------------
Peter J. Smith

/s/ Jacqueline C. Morby            Director                                  September 12, 2001
-----------------------
Jacqueline C. Morby

/s/ Roger J. Heinen, Jr.           Director                                  September 12, 2001
------------------------
Roger J. Heinen, Jr.

/s/ John F. Smith                  Director                                  September 12, 2001
-----------------
John F. Smith

/s/ Patrick J. Zilvitis            Director                                  September 12, 2001
-----------------------
Patrick J. Zilvitis
                                                                             September 12, 2001
/s/ Bradford C. Morley             Director
----------------------
Bradford C. Morely
II-2
EXHIBIT INDEX

                                                                    SEQUENTIAL
EXHIBIT NO.                 DESCRIPTION                            PAGE NUMBER
-----------                 -----------                            ------------

   5.1        Opinion of David Secunda, Esq., regarding the             6
              legality of the securities registered hereunder.

   23.1       Consent of PricewaterouseCoopers LLP.                     7

   23.2       Consent of David Secunda, Esq. (included in               6
              the Opinion filed as Exhibit 5.1).

                                      II-3