Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of ANSYS, Inc. (the "Company") approved an amendment to the Third Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (the "Plan"). The amendment applies to non-employee, non-affiliate directors and reduces quarterly equity grants to such directors for service during 2009 to either (i) 1,400 deferred stock units per quarter, or (ii) 4,000 stock options per quarter, as previously elected, in each case to be granted in accordance with the Company's Equity Grant Policy.

The Compensation Committee of the Board of Directors has also approved an amendment to reduce the equity grants to the chairman of the Board of Directors, Peter Smith, to reduce his equity grants during 2009 to 4,000 stock options per quarter.

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