UNITED STATES
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of Earliest Event Reported): November 4, 2004


                                   ANSYS. INC.
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                         0-20853              04-3219960
(State or Other Jurisdiction of          (Commission          (I.R.S. Employer
Incorporation or Organization)           File Number)        Identification No.)

  275 Technology Drive, Canonsburg, PA                               15317
(Address of Principal Executive Offices)                          (Zip Code)

       (Registrant's Telephone Number, Including Area Code) (724) 746-3304


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

      (c)   Exhibits

            Number      Description
            ------      -----------

            99.1        Press Release of the Registrant dated November 4, 2004

Item 7.01 Regulation FD Disclosure

      The Information contained in this Item 9 of this Current Report on Form
8-K is being furnished pursuant to "Item 12. Results of Operations and Financial
Condition" of Form 8-K.

      The information in this Current Report is being furnished and shall not be
deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of such Section. The
information in this Current Report shall not be incorporated by reference into
any registration statement or other document pursuant to the Securities Act of
1933, except as shall be expressly set forth by specific reference in such

      On November 4, 2004, ANSYS, Inc. issued an earnings release announcing its
financial results for the third quarter ended September 30, 2004. A copy of the
earnings release is attached as Exhibit 99.1


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                                      ANSYS, INC.

Date: November 4, 2004                                By: /s/ MARIA T. SHIELDS
                                                      Maria T. Shields - Chief
                                                      Financial Officer, VP of
                                                      Finance and Administration
                                                      (Ms. Shields is the
                                                      Principal Financial and
                                                      Accounting Officer and
                                                      has been duly authorized
                                                      to sign on behalf of the