FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Cabrera Brian E   2. Issuer Name and Ticker or Trading Symbol SYNOPSYS INC [SNPS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP, Legal & General Counsel (Last) (First) (Middle) 700 EAST MIDDLEFIELD ROAD 3. Date of Earliest Transaction (Month/Day/Year) 02/24/2010 (Street) MOUNTAIN VIEW, CA 94043 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/24/2010   M   55,000 A $ 19.76 61,598 D   Common Stock 02/24/2010   S   55,000 D $ 22.0001 (1) 6,598 D   Common Stock 02/24/2010   M   10,208 A $ 17.64 16,806 D   Common Stock 02/24/2010   S   10,208 D $ 22.0001 (1) 6,598 D   Common Stock 02/24/2010   S   6,598 D $ 22 0 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 17.64

02/24/2010

M

10,208

03/10/2009(2)

12/10/2015

Common Stock

10,208

$ 0

24,792

D

Non-Qualified Stock Option (right to buy)

$ 19.76

02/24/2010

M

55,000

06/07/2007(3)

06/07/2013

Common Stock

55,000

$ 0

5,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cabrera Brian E 700 EAST MIDDLEFIELD ROAD MOUNTAIN VIEW, CA 94043			VP, Legal & General Counsel

Signatures

By: Stephen Buckhout pursuant to POA For: Brian E Cabrera		02/24/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	All shares sold on this date sold at the average price of $22.000061 of which 64,808 sold at $22.00 and 400 sold at $22.01.
(2)	3/48ths of the option becomes exercisable on the date shown followed by 45 equal monthly installments
(3)	25% of the grant becomes exercisable one year after grant date with the remainder becoming exercisable in a series of 36 equal monthly installments

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