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): May 4, 2004

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

           Delaware                         0-20853              04-3219960
(State or Other Jurisdiction of        (Commission File       (I.R.S. Employer
Incorporation or Organization)              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


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits



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

            99.1              Press Release of the Registrant dated May 4, 2004

Item 9. 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 May 4, 2004, ANSYS, Inc. issued an earnings release announcing its
financial results for the first quarter ended March 31, 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:  May 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 Registrant)