Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
BEATTIE BRIAN M
  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)
CFO
(Last)
(First)
(Middle)
700 EAST MIDDLEFIELD ROAD
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2011
(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 03/01/2011   M   25,000 A $ 21.15 38,058 D  
Common Stock 03/01/2011   S   25,000 D $ 27.5819 (1) 13,058 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) $ 21.15 03/01/2011   M(2)     25,000 10/30/2008 01/17/2013 Common Stock 25,000 $ 0 21,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BEATTIE BRIAN M
700 EAST MIDDLEFIELD ROAD
MOUNTAIN VIEW, CA 94043
      CFO  

Signatures

 By: Stephen Buckhout pursuant to POA For: Brian M Beattie   03/02/2011
**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) The average price of $27.5819 consists of 200 at 27.30, 400 at 27.31, 300 at 27.32, 300 at 27.33, 200 at 27.34, 891 at 27.35, 489 at 27.36, 400 at 27.37, 700 at 27.38, 600 at 27.39, 1100 at 27.40, 800 at 27.41, 400 at 27.42, 700 at 27.43, 600 at 27.44, 300 at 27.45, 500 at 27.46, 500 at 27.47, 100 at 27.48, 300 at 27.49, 100 at 27.50, 100 at 27.51, 349 at 27.52, 400 at 27.53, 500 at 27.54, 300 at 27.55, 1100 at 27.56, 300 at 27.57, 200 at 27.58, 300 at 27.60, 100 at 27.61, 100 at 27.62, 500 at 27.64, 200 at 27.65, 200 at 27.66, 100 at 27.67, 300 at 27.68, 587 at 27.69, 1013 at 27.70, 551 at 27.71, 300 at 27.72, 300 at 27.73, 700 at 27.74, 672 at 27.75, 1100 at 27.76, 1100 at 27.77, 300 at 27.78, 800 at 27.79, 830 at 27.80, 418 at 27.81, 700 at 27.82, 200 at 27.83, 400 at 27.85, 100 at 127.86
(2) The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

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