<PAGE>
--------------------------------------------------------------
             SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC 20549
                     -----------------
                          FORM 10-Q
                              
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
                              
                              
For quarterly period ended       Commission file number 
    JUNE 30, 1997                       0-19730
    -------------                       -------


                   VIEWLOGIC SYSTEMS, INC.
                   -----------------------
   (Exact Name of Registrant as Specified in Its Charter)
                              
          DELAWARE                        04-2830649
          --------                        ----------
(State or Other Jurisdiction of          (IRS Employer
Incorporation or Organization)        Identification No.)

     293 BOSTON POST ROAD WEST
     MARLBORO, MASSACHUSETTS              01752-4615
     -----------------------              ----------
      (Address of Principal               (Zip Code)
        Executive Offices)

Registrant's Telephone Number, Including Area Code: (508) 480-0881
                              
------------------------------------------------------------------
                                                           
     Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days.

          YES     X           NO
             -----------        ------------

     The number of shares outstanding of each of the
issuer's classes of common stock, as of:

    DATE                   CLASS                OUTSTANDING SHARES
July 31, 1997    Common stock, $.01 par value       16,730,656

                           1

<PAGE>
                   VIEWLOGIC SYSTEMS, INC.
                          FORM 10-Q
        FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
                      TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                        PAGE
                                                        ----
<S>        <S>                                            <C>
PART I     FINANCIAL INFORMATION                   
                                                   
ITEM 1.    FINANCIAL STATEMENTS.                   
                                                   
           Condensed Consolidated Statements of           3
           Income for the Quarter and Six Months
           Ended June 30, 1997 and 1996
                                                       
           Condensed Consolidated Balance Sheets          4
           as of June 30, 1997 and December 31, 1996         
                                                       
           Condensed Consolidated Statements of           5
           Cash Flows for the Six Months Ended
           June 30, 1997 and 1996
                                                       
           Notes to Condensed Consolidated                6
           Financial Statements
                                                       
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS           8
           OF FINANCIAL CONDITION AND RESULTS 
           OF OPERATIONS.        
                                                       
                                                       
                                                       
PART II    OTHER INFORMATION                           
                                                       
ITEM 4.    SUBMISSION OF MATTERS TO A VOTE                14
           OF SECURITY HOLDERS.
                                                       
ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.              14
                                                       
           SIGNATURES                                     15
</TABLE>
                             2                                         
<PAGE>

PART I     FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.


               VIEWLOGIC SYSTEMS, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                 (In thousands, except per share data)
                             (unaudited)
<TABLE>
<CAPTION>
                                       Quarter Ended       Six Months Ended
                                          June 30,             June 30,
                                       -------------       ----------------
                                       1997     1996         1997     1996
                                       ----     ----         ----     ----
<S>                                  <C>       <C>         <C>       <C>
Revenue:
     Software                        $23,032   $20,116     $42,478   $37,566
     Services and other               14,578    12,371      27,703    23,733
                                     -------   -------     -------   -------
          Total revenue               37,610    32,487      70,181    61,299
                                     -------   -------     -------   -------
Costs and expenses:
     Cost of software                  2,992     2,798       5,626     5,122
     Cost of services and other        3,857     3,324       7,468     6,573
     Selling and marketing            15,103    13,938      29,822    27,954
     Research and development          7,968     6,817      15,926    12,990
     Purchased research and 
        development                                          5,500
     General and administrative        2,561     2,715       4,735     5,204
                                     -------   -------     -------   -------
          Total operating expenses    32,481    29,592      69,077    57,843
                                     -------   -------     -------   -------
Income from operations                 5,129     2,895       1,104     3,456
                                     -------   -------     -------   -------
Other income:
       Interest income, net              596       454       1,129       839
       Other income (expense), net     1,057       (31)      2,715        13
                                     -------   -------     -------   -------
          Total other income           1,653       423       3,844       852
                                     -------   -------     -------   -------
Income before income taxes             6,782     3,318       4,948     4,308

Provision for income taxes             2,612     1,276       4,023     1,657
                                     -------   -------     -------   -------
Net income                            $4,170    $2,042        $925    $2,651
                                     =======   =======     =======   =======

Income per common share:
     Net income                        $0.23     $0.12       $0.05     $0.15
                                     =======   =======     =======   =======
Weighted average number of common
      and common equivalent shares
      outstanding                     17,746    17,601      17,594    17,254
                                     =======   =======     =======   =======
</TABLE>

     See Notes to Condensed Consolidated Financial Statements.

                                    3
<PAGE>

          VIEWLOGIC SYSTEMS, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED BALANCE SHEETS
              (In thousands, except share data)
<TABLE>
<CAPTION>
                                                 June 30,       December 31,
                                                   1997             1996
                                                ----------      -----------  
                                                (unaudited)
<S>                                              <C>             <C>
Assets:
  Current assets:
     Cash and cash equivalents                    $41,972         $41,297
     Marketable securities                         18,309          20,482
     Accounts receivable (less allowance
       for doubtful accounts, $1,761 in
       1997 and $1,503 in 1996)                    29,935          32,507
     Prepaid expenses and other                     6,561           6,779
     Deferred income taxes                            302             302
                                                  -------         -------
        Total current assets                       97,079         101,367
                                                  -------         -------
  Marketable securities - non-current               7,291           5,565

  Property and equipment:
     Equipment                                     28,501          25,360
     Furniture and fixtures                         4,009           3,625
                                                  -------         -------
        Total                                      32,510          28,985
     Less accumulated depreciation                 17,105          15,236
                                                  -------         -------
        Property and equipment - net               15,405          13,749
                                                  -------         -------
  Other assets:
     Capitalized software costs - net               6,014           5,724
     Purchased technology - net                     2,780           2,261
     Goodwill - net                                 2,279           1,582
     Deposits and other                             1,257             961
                                                  -------         -------
        Total other assets                         12,330          10,528
                                                  -------         -------
        Total                                    $132,105        $131,209
                                                  =======         =======

Liabilities and stockholders' equity:

  Current liabilities:
     Current portion of capital lease
       obligations                                    $62             $32
     Accounts payable                               3,398           3,232
     Accrued compensation                           8,129          10,684
     Accrued expenses                               7,220           8,551
     Deferred revenue                              24,235          20,323
     Deferred income taxes                                          1,304
                                                  -------         -------
        Total current liabilities                  43,044          44,126
                                                  -------         -------

Deferred income taxes                               4,146           4,609
Capital lease obligations                             208

Stockholders' equity:
     Common stock, $.01 par value                     177             174
     Additional paid-in capital                    76,630          73,944
     Retained earnings                             19,339          18,414
     Unrealized holding gains, net of tax              32           1,470
     Cumulative translation adjustment               (903)           (960)
                                                  -------         -------
                                                   95,275          93,042
      Less: Treasury stock, at cost               (10,568)        (10,568)
                                                  -------         -------
        Total stockholders' equity                 84,707          82,474
                                                  -------         -------
        Total                                    $132,105        $131,209
                                                  =======         =======
</TABLE>
       See Notes to Condensed Consolidated Financial Statements.

                                   4

<PAGE>
                  VIEWLOGIC SYSTEMS, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (In thousands)
                                 (unaudited)
<TABLE>
<CAPTION>
                                                  Six Months Ended June 30,
                                                  ------------------------
                                                      1997          1996
                                                      ----          ----
<S>                                                <C>            <C> 
Cash flows from operating activities:
Net income                                            $925         $2,651
Adjustments to reconcile net income to net
  cash provided by operating activities:
     Purchased research and development              5,500
     Depreciation                                    2,669          2,433
     Gain on sale of investment                     (2,431)
     Amortization of capitalized software and
         purchased technology                        1,859          1,418
     Amortization of goodwill                          210            116
     Change in assets and liabilities:
       Accounts receivable                           2,572          3,139
       Prepaid expense and other                       288         (1,189)
       Accounts payable                                164           (336)
       Accrued compensation                         (2,611)            33
       Accrued expenses                             (1,478)           737
       Deferred revenue                              3,312          2,664
                                                   -------        -------
          Net cash provided by operating
            activities                              10,979         11,666
                                                   -------        -------
Cash flows from investing activities:
     Purchase of marketable securities             (15,260)        (9,753)
     Proceeds from sale of marketable securities    15,837          8,507
     Expenditures for property and equipment        (3,863)        (3,174)
     Capitalized software costs                     (1,668)        (1,390)
     Decrease (increase) in deposits and other        (293)            84
     Purchase of Eagle Design Automation, Inc. 
       net of cash                                  (6,573)
                                                   -------        -------
          Net cash used in investing activities    (11,820)        (5,726)
                                                   -------        -------
Cash flows from financing activities:
     Proceeds from issuance of common stock            904            743
     Proceeds from exercise of stock options         1,785          1,651
     Repurchase of common stock                                    (3,466)
     Principal payment of capital lease 
       obligations                                     (58)           (48)
     Repayment of notes to former Silerity 
       shareholders                                                (2,805)
     Repayment of foreign tax grant                 (1,304)
                                                   -------        -------
          Net cash provided by (used in)
            financing activities                     1,327         (3,925)
                                                   -------        -------
Effect of exchange rate changes on cash                189           (155)
                                                   -------        -------
Net increase in cash and cash equivalents              675          1,860

Cash and cash equivalents, beginning of the 
  period                                            41,297         34,387
                                                   -------        -------
Cash and cash equivalents, end of the period       $41,972        $36,247
                                                   =======        =======
</TABLE>
      See Notes to Condensed Consolidated Financial Statements.

                                  5

<PAGE>
                   VIEWLOGIC SYSTEMS, INC.
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            (IN THOUSANDS, EXCEPT PER SHARE DATA)
                         (UNAUDITED)

1.   Basis of Presentation
     ---------------------

     The accompanying unaudited condensed consolidated
     financial statements have been prepared by Viewlogic
     Systems, Inc. (the "Company") pursuant to the rules and
     regulations of the Securities and Exchange Commission
     regarding interim financial reporting.  Accordingly,
     they do not include all of the information and
     footnotes required by generally accepted accounting
     principles for complete annual financial statements and
     should be read in conjunction with the audited
     financial statements included in the Company's Annual
     Report on Form 10-K for the year ended December 31,
     1996.
     
     In the opinion of management the accompanying unaudited
     condensed consolidated financial statements have been
     prepared on the same basis as the audited financial
     statements and include all adjustments, consisting only
     of normal recurring adjustments, necessary for a fair
     presentation of the interim periods presented.  The
     operating results for the interim periods presented are
     not necessarily indicative of the results expected for
     the full fiscal year.
     
2.   Income per Common Share
     -----------------------

     Income per common share is computed using the weighted
     average number of common and common equivalent shares
     outstanding during each period presented.
     
     In February 1997, the Financial Accounting Standards
     Board ("FASB") issued SFAS No. 128, "Earnings per
     Share," which will become effective for the Company for
     annual and interim reporting periods ending after
     December 15, 1997.  SFAS No. 128 replaces the
     presentation of primary earnings per share with a basic
     earnings per share (which excludes dilution) and a
     diluted earnings per share.  Had SFAS No. 128  been
     used for the periods presented, basic and diluted
     earnings per share would have been $0.25 and $0.23,
     respectively, for the quarter ended June 30, 1997 and
     $0.12 and $0.12, respectively, for the quarter ended
     June 30, 1996.  Basic and diluted earnings per share
     would have been $0.06 and $0.05, respectively, for the
     six months ended June 30, 1997 and would have been
     $0.16 and $0.15, respectively, for the six months ended
     June 30, 1996.
     
3.   New Accounting Pronouncements
     -----------------------------

     COMPREHENSIVE INCOME

     In June 1997, FASB issued SFAS No. 130, "Reporting
     Comprehensive Income," which establishes standards for
     reporting and display of comprehensive income and its
     components (revenues, expenses, gains and losses) in a
     full set of general-purpose financial statements.  SFAS
     No. 130 is effective for fiscal years beginning after
     December 15, 1997.  The Company has not determined the
     effects, if any, that SFAS No. 130 will have on its
     consolidated financial statements.

     SEGMENTS OF AN ENTERPRISE

     In June 1997, FASB issued SFAS No. 131, "Disclosures
     about Segments of an Enterprise and Related
     Information," which establishes standards for the way
     that public companies report selected information about
     operating segments.  SFAS No. 131 is effective for financial 

                               6
<PAGE>

     statements for periods beginning after
     December 15, 1997.  The Company has not determined the
     effects, if any, that SFAS No. 131 will have on the
     disclosures in its consolidated financial statements.

4.   Eagle Design Automation, Inc. Acquisition
     -----------------------------------------

     On February 19, 1997, the Company purchased the 80% of
     the capital stock of Eagle Design Automation, Inc.
     ("Eagle") not previously owned for $5,788 in cash and
     assumption of net liabilities.  This acquisition was
     accounted for as a purchase and the total purchase
     price of $6,597, including acquisition expenses, was
     allocated to the assets acquired and the liabilities
     assumed based on their estimated fair values.  Of the
     total, $5,500 was allocated to purchased research and
     development and was charged to expense as of the
     acquisition date.  This allocation resulted in goodwill
     of $907 which is being amortized over seven years and
     purchased software of $1,000 to be amortized over five
     years.  In addition, the Company is required to pay the
     former shareholders of Eagle additional payments based
     on the sale by the Company of Eagle's products over the
     three year period beginning after certain sales targets
     have been met.  There are no minimum or maximum
     payments based on the sale of Eagle's products,
     however, if current sales projections are met, such
     additional payments could total approximately $5,500.
     
     The unaudited consolidated results of operations on a
     pro forma basis as though the acquisition had occurred
     as of the beginning of the periods presented are as
     follows:

<TABLE>
<CAPTION>
                                    Six months ended June 30,
                                    ------------------------
                                        1997          1996
                                        ----          ----
     <S>                              <C>           <C>
     Revenue                          $70,181       $61,299
     Net income                           512         1,695
     
     Net income per share             $  0.03       $  0.10
</TABLE>
     
     The pro forma financial information is presented for
     informational purposes only and is not indicative of
     the operating results that would have occurred had the
     Eagle acquistion been consummated as of the above
     dates, nor are they necessarily indicative of future
     operating results.
 
                              7
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

     This discussion may contain certain forward looking
statements which involve risks and uncertainties, and the
Company's actual results may differ materially from those
discussed.  Some of the factors that might cause such a
difference are discussed below.  (See "Factors That May
Affect Future Results and Financial Condition.")

RESULTS OF OPERATIONS

     The Company's revenue and net income increased 15.8%
and 104.2% to $37,610,000 and $4,170,000, respectively, for
the quarter ended June 30, 1997 as compared to the quarter
ended June 30, 1996.  After excluding $938,000 pre-tax gains
from the sale of an investment in the second quarter of
1997,  net income was $3,593,000, which is a 76.0% increase
over the same period last year.  Revenue and net income
increased 14.5% to $70,181,000 and decreased 65.1% to
$925,000, respectively, for the six months ended June 30,
1997, both as compared to the same periods of the previous
year.  Excluding the non-recurring charge for in-process
research and development of $5,500,000 associated with the
first quarter 1997 acquisition of Eagle Design Automation,
Inc. ("Eagle"), net income for the six months ended June 30,
1997 was $6,425,000.  Excluding that non-recurring item and
$2,431,000 pre-tax gains from the sales of an investment,
net income for the six months ended June 30, 1997 was
$4,930,000, which is an 86.0% increase over the first half
of 1996.  Operating income before the non-recurring item, as
a percentage of revenue, was 13.6% and 9.4% for the quarter
and six month periods ended June 30, 1997, as compared to
8.9% and 5.6% for the same periods in 1996.  This increase
in operating income as a percentage of revenue was mainly
due to the larger increase in revenues over operating
expenses in the second quarter and first six months of 1997.

     On February 19, 1997, the Company acquired Eagle.  The
acquisition has been accounted for as a purchase, and
accordingly, the condensed consolidated financial statements
and management's discussion and analysis reflect the
combined operations only after the February 19, 1997 closing
date.
                             8
<PAGE>
 
    The following table sets forth, for the periods
indicated, the percentage of revenue of certain items in the
Company's Condensed Consolidated Statements of Income.

<TABLE>
<CAPTION>
                                   Quarter Ended       Six Months Ended
                                      June 30,             June 30,
                                   -------------       ----------------
                                   1997      1996       1997      1996
                                   ----      ----       ----      ----

<S>                               <C>       <C>        <C>       <C>
Revenue:                          100.0%    100.0%     100.0%    100.0%
  Software                         61.2      61.9       60.5      61.3
  Services and other               38.8      38.1       39.5      38.7

Costs and expenses:
  Cost of software                  8.0       8.6        8.0       8.4
  Cost of services and other       10.2      10.2       10.6      10.7
  Selling and marketing            40.2      42.9       42.5      45.6
  Research and development         21.2      21.0       22.7      21.2
  Purchased research and 
    development                                          7.8
  General and administrative        6.8       8.4        6.8       8.5
                                  -----     -----      -----     -----
     Total operating expenses      86.4      91.1       98.4      94.4
                                  -----     -----      -----     -----
Income  from operations            13.6       8.9        1.6       5.6
Total other income                  4.4       1.3        5.4       1.4
                                  -----     -----      -----     -----
Income before income taxes         18.0      10.2        7.0       7.0
Provision for income taxes          6.9       3.9        5.7       2.7
                                  -----     -----      -----     -----
Net income                         11.1%      6.3%       1.3%      4.3%
                                  =====     =====      =====     =====
</TABLE>

Revenue
-------
     The Company's total revenue increased 15.8% to
$37,610,000 in the second quarter of 1997 from $32,487,000
in the second quarter of 1996 and increased 14.5% to
$70,181,000 in the first six months of 1997 from $61,299,000
in the first half of 1996.  The quarter ended June 30, 1997
was the largest revenue quarter in the Company's history.
The increase in total revenue was primarily due to a 52.6%
year to date increase in year-over-year revenues from the
Company's ASIC verification solutions, including the
Chronologic VCS(TM) simulator, Quad Motive(TM) timing analysis
tool and Sunrise TestGen(TM) tool suite.  For the first time in
the Company's history, the ASIC product line accounted for more
than 50% of total quarterly revenues.  The growth in ASIC
product sales was partially offset by a 14.9% decline in the
Company's sales of its Systems product line, the slower
growing Systems segment of the Electronic Design Automation
("EDA") market.

     Software product revenue increased 14.5% and 13.1% to
$23,032,000 and $42,478,000 for the second quarter and first
six months of 1997, respectively, up from $20,116,000 and
$37,566,000 for the same periods in 1996.  The Company's
percentage of total revenue attributable to software product
licenses was 61.2% and 60.5%, respectively, for the three
months and six months ended June 30, 1997 compared to 61.9%
and 61.3%, respectively, for the same periods in 1996.
Services and other revenue increased 17.8% to $14,578,000
and 16.7% to $27,703,000 for the second quarter and first
six months of 1997, respectively.  These increases were due
to the increase in maintenance and customer support revenue
from a growing installed base of products, as well as
increased consulting and customization services and training
programs.

     International revenue, as a percentage of total
revenue, decreased to 29.6% and increased to 33.6% for the
second quarter and first six months of 1997, respectively,
from 33.2% and 33.4%, respectively, for the same periods in
1996.  The decrease for the second quarter was due primarily
to a
                           9
<PAGE>

significant increase in domestic sales of the Company's
ASIC products from the first quarter of 1997.  The increase
for the six months ended June 30, 1997 was primarily due to
strong sales in Europe, where revenues increased 39.6% from
the first half of 1996 to the same period in 1997.

Cost of Revenue
---------------
     Cost of software revenue increased 6.9% and 9.8% to
$2,992,000 and $5,626,000 for the three months and six
months ended June 30, 1997, respectively, as compared to the
same periods of the prior year.  The increases in both
periods were primarily due to increased royalty costs and
amortization of capitalized software.  These increases in
cost of software revenue were offset by a larger increase in
software revenue, which resulted in the decrease in cost of
software as a percentage of software revenue from 13.9% and
13.6% in the second quarter and first half of 1996,
respectively, to 13.0 % and 13.2% for the same periods in
1997.

     Cost of services and other revenue increased 16.0% to
$3,857,000 and 13.6% to $7,468,000 in the quarter and six
months ended June 30, 1997, respectively, as compared to the
same periods of the prior year.  The increases in both
periods were due to higher personnel-related costs incurred
in order to grow the Company's consulting business,
partially offset by the absence in 1997 of subcontracting
costs associated with a major outsourcing contract.  These
net increases in cost of services and other revenue were
offset by a larger increase in service and other revenue,
which resulted in the decrease in cost of services and other
revenue as a percentage of services and other revenue from
26.9% and 27.7% in the second quarter and first half of 1996
to 26.5% and 27.0% for the same periods in 1997.

Selling and Marketing Expenses
------------------------------
     Selling and marketing expenses increased 8.4% and 6.7%
to $15,103,000 and $29,822,000 for the three month and six
month periods ended June 30, 1997, respectively, up from
$13,938,000 and $27,954,000 for the same periods of 1996.
The increases in 1997 were primarily due to an increase in
commission expense on higher revenues and the result of
higher personnel-related costs due to an increase in the
number of worldwide sales and marketing personnel from 282
in June 1996 to 290 in June 1997. Selling and marketing
expenses, as a percentage of revenue, decreased from 42.9%
and 45.6% in the second quarter and first six months of 1996
to 40.2% and 42.5% for the same periods of 1997.  The
reduction of selling and marketing expenses, as a percentage
of revenue, results from increasing sales productivity
requiring a smaller increase in selling costs needed to
produce the Company's revenue growth.

Research and Development Expenses
---------------------------------
     Research and development costs increased 16.9% to
$7,968,000 and 22.6% to $15,926,000 for the second quarter
and six months ended June 30, 1997, respectively, as
compared to the same periods of the prior year.  The
increases in research and development expenses for both
periods primarily reflect higher personnel-related costs
associated with the development of new products and
enhancement of existing products, including the
establishment of a research and development facility in
India in the fourth quarter of 1996.  The increase for the
six months ended June 30, 1997 was also due the inclusion of
research and development costs associated with the Eagle
acquisition which closed during the first quarter of 1997.
Research and development expenses as a percentage of
revenues were 21.2% and 22.7% in the second quarter and
first half of 1997, respectively, compared to 21.0% and
21.2% for the same period of 1996.

     The Company capitalized software development costs of
$751,000 and $1,668,000 for the second quarter and first
half of 1997, respectively, as compared to $684,000 and
$1,391,000 for the corresponding periods of 1996 in
accordance with Statement of Financial Accounting Standards
No. 86, "Accounting for the Costs of Computer Software to be
Sold, Leased, or Otherwise Marketed."  The amounts
capitalized represent 8.6% and 9.5% of total product
development costs for the three month and 

                          10
<PAGE>

six month periods
ended June 30, 1997, respectively, as compared to 9.1% and
9.7% for the same periods of 1996.  Capitalized software
costs are amortized over the estimated life of the product
(in most cases four years.)  The amortization of software
development costs included in cost of software revenue was
$675,000 and $1,377,000 for the second quarter and first six
months of 1997, respectively, compared to $578,000 and
$980,000 for the same periods of 1996.

Purchased Research and Development Expenses
-------------------------------------------
     The Company recorded a non-recurring expense of
$5,500,000 in the first quarter of 1997 for purchased
research and development associated with the Eagle
acquisition.

General and Administrative Expenses
-----------------------------------
     General and administrative expenses decreased 5.7% and
9.0% to $2,561,000 and $4,735,000 for the second quarter and
six months ended June 30, of 1997, respectively, as compared
to $2,715,000 and $5,204,000 for the same periods of the
previous year.  The decreases in both periods were primarily
due to the elimination of the Company's share of losses of
Eagle which were required to be recognized under the equity
method of accounting during 1996.  General and
administrative expenses as a percentage of revenue decreased
from 8.4% and 8.5% in the second quarter and first half of
1996, respectively, to 6.8% in both of the same periods of
1997.

Income from Operations
----------------------
     Income from operations increased by 77.2% to $5,129,000
and decreased 68.1% to $1,104,000 for the three months and
six months ended June 30, 1997, respectively, as compared to
the corresponding periods in 1996.  Excluding the non-
recurring costs associated with the Eagle acquisition,
income from operations for the six months ended June 30,
1997 increased 91.1% to $6,604,000.  Both increases in
operating income primarily reflect a larger increase in
revenues offset by a lesser increase in operating expenses
from 1996 to 1997.  Income from operations as a percentage
of revenue increased from 8.9% and 5.6% in the second
quarter and first half of 1996, respectively, to 13.6% and
9.4% in the same periods of 1997, excluding the non-
recurring costs associated with the Eagle acquisition.

Total Other Income
------------------
     Total other income increased 290.8% and 351.2% to
$1,653,000 and $3,844,000 for the three month and six month
periods ended June 30, 1997, respectively, from $423,000 and
$852,000 for the same periods of 1996.  These increases are
primarily due to $938,000 and $2,431,000 gains from the
sales of an investment in the second quarter and six months
ended June 30, 1997, respectively.  These increases were
also due to the impact of foreign exchange gains and an
increase in interest income due to larger cash balances in
1997 compared to 1996.

Income Taxes
------------
     The provision for federal and state income taxes
increased 104.7% from $1,276,000 for the second quarter of
1996 to $2,612,000 for the second quarter of 1997,
representing effective tax rates of 38.5% in both of those
periods.  For the six months ended June 30 1997, the
provision was $4,023,000, a 142.8% increase from $1,657,000
in the same period of 1996, representing effective tax rates
of 38.5% in both of those periods (excluding the non-
recurring costs of $5,500,000 in 1997 related to the
purchased research and development associated with the Eagle
acquisition, which is not tax deductible.)

Net Income
----------
     Net income in the second quarter of 1997 was
$4,170,000, or $0.23 per share, an increase of 104.2% from
the $2,042,000, or $0.12 per share, net income earned in the
second quarter of 1996.  This 

                               11
<PAGE>

includes $938,000, or $0.03
per share, gains on the sale of an investment in the second
quarter of 1997.  For the six months ended June 30, 1997 net
income was $925,000, or $0.05 per share, a decrease of 65.1%
from the $2,651,000, or $0.15 per share, net income earned
in the same period of 1996.  Excluding the after-tax effect
of non-recurring items ($5,500,000 purchased research and
development expense and $2,431,000 pre-tax gains on sales of
an investment), net income increased 86.0% to $4,930,000, or
$0.28 per share, for the six months ended June 30, 1997.

Factors That May Affect Future Results and Financial Condition
--------------------------------------------------------------

     Future financial results are difficult or impossible to
predict, despite the Company's past financial performance.
Intense competition and rapid technological changes are
inherent in the EDA industry.  The Company faces the many
risks and uncertainties posed by that competition and
technological change, including the risks and uncertainties
affecting and relating to success in continuously developing
and marketing new products; protection of its products by
effective utilization of intellectual property laws; product
quality, reliability, ease of use, feature set and price;
diversity of product line; general economic and business
conditions; the ability to hire, retain and motivate highly
qualified personnel; business conditions and growth in the
EDA industry; industry-wide price erosion; and customer
acceptance of the Company's products.

     The Company's products are in various stages of their
life cycles.  The Company's success is dependent on its
ability to develop complex and competitive new products, to
introduce them to the marketplace ahead of the competition
and to have them selected by customers.  The Company is
striving to bring new products to market to meet customer
needs, but there is no assurance that it will succeed in
doing so.  Since product life cycles are continually
becoming shorter, if new product introductions are delayed
or if new products do not address market needs then revenues
and profits for current and future products may be affected
as customers may shift to competitors to meet their
requirements.  The Company's competitors consist of large
companies, many of which have greater market share and
substantially greater financial and other resources than the
Company; emerging companies with new and innovative
technology; and customers who develop their own EDA tools.

     As is common in the software industry, the Company
frequently ships more product in the third month of each
quarter than in either of the first two months of the
quarter, and shipments in the third month are higher at the
end of that month.  This pattern is likely to continue.  The
concentration of sales in the last month of the quarter
makes the Company's quarterly financial results difficult to
predict.  Also, if sufficient business does not materialize
or a disruption in the Company's production or shipping
occurs near the end of a quarter, the Company's revenues for
that quarter may be materially reduced.

     A substantial portion of the Company's revenue is
derived from its international operations.  As a result, the
Company's operations and financial results could be
significantly affected by international factors, such as
weak economic conditions in foreign markets and differing
technology or product preferences in different countries.

     The highly technical nature of the Company's products
and services and the intense competition in the Company's
markets heightens the need and importance of hiring,
retaining and motivating highly qualified technical
personnel.  The intense competition in the EDA industry
increases the difficulty in doing so and has created a
shortage of highly qualified engineering and sales
personnel.

     Because of these and other factors, past financial
results may not be a useful predictor of future results and
any forward looking statements about the Company's financial
performance, business operations and other factors should be
viewed with caution.  Also, the Company's participation in a
highly dynamic industry often results in significant
volatility of the Company's common stock price.
 
                            12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     The Company has funded its operations to date primarily
through sales of equity securities, equipment financing
leases and positive cash flow from operations.  As of June
30, 1997, the Company had $67,572,000 of cash and marketable
securities compared to $67,344,000 of cash and marketable
securities as of December 31, 1996.  These balances included
$7,291,000 and $5,565,000 of non-current marketable
securities in 1997 and 1996, respectively.  Working capital
as of June 30, 1997 was $54,035,000.  As of June 30, 1997,
the Company had $43,044,000 in current liabilities and
$208,000 of commitments under long-term capital lease
obligations.

     Based on its operating plan, the Company currently
believes that its available cash and cash generated from
operations will be sufficient to fund the Company's
operations for the foreseeable future.

     In February 1997, the Financial Accounting Standards
Board issued SFAS No. 128, "Earnings per Share" which will
become effective for the Company for annual and interim
reporting periods ending after December 15, 1997.  SFAS No.
128 replaces the presentation of primary earnings per share
with a basic earnings per share (which excludes dilution)
and a diluted earnings per share.  Had SFAS No. 128  been
used for the periods presented, basic and diluted earnings
per share would have been $0.25 and $0.23, respectively, for
the quarter ended June 30, 1997 and $0.12 and $0.12,
respectively, for the quarter ended June 30, 1996.  Basic
and diluted earnings per share would have been $0.06 and
$0.05, respectively, for the six months ended June 30, 1997
and would have been $0.16 and $0.15, respectively, for the
six months ended June 30, 1996.
     
     In June 1997, FASB issued SFAS No. 130, "Reporting
Comprehensive Income," which establishes standards for
reporting and display of comprehensive income and its
components (revenues, expenses, gains and losses) in a full
set of general-purpose financial statements.  SFAS No. 130
is effective for fiscal years beginning after December 15,
1997.  The Company has not determined the effects, if any,
that SFAS No. 130 will have on its consolidated financial
statements.

     In June 1997, FASB issued SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information,"
which establishes standards for the way that public
companies report selected information about operating
segments.  SFAS No. 131 is effective for financial
statements for periods beginning after December 15, 1997.
The Company has not determined the effects, if any, that
SFAS No. 131 will have on the disclosures in its
consolidated financial statements.

                           13
<PAGE>

PART II        OTHER INFORMATION


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     At the Company's Annual Meeting of Stockholders held on
     May 13, 1997, the following proposals were adopted by
     the vote specified below:
<TABLE>
<CAPTION>
                                                                       Broker
Proposal                     For      Against   Abstain   Withheld   Non-Votes
--------                     ---      -------   -------   --------   ---------

<S>                        <C>           <C>       <C>     <C>          <C>
1. Election of Directors:
   William J. Herman       14,400,303    N/A       N/A     36,589       1,000
   Allyn C. Woodward, Jr.  14,397,172    N/A       N/A     39,720       1,000

The term of office of the following Directors also continued after the
meeting:  Gregory T. George, Gordon B. Hoffman, Larry E. Reeder and
Gregory A. White.

<CAPTION>

2. Ratification of         14,398,020   9,527    29,345      N/A        1,000
   Deloitte & Touche
   LLP as independent
   auditors for the
   current fiscal year.

</TABLE>

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Exhibits

          11  -  Statement Regarding Computation of Per Share Earnings

          27  -  Financial Data Schedule

     (b)  Reports on Form 8-K

          No reports on Form 8-K have been filed during the quarter for
          which this report is filed.

                                 14

<PAGE>
                         SIGNATURES

     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 thereunto duly
authorized.


Date: August 12, 1997        Viewlogic Systems, Inc.
                             -----------------------                        
                             (Registrant)
                         
                          
                        By:  /s/ William J. Herman
                             ---------------------
                             William J. Herman, President, Chief
                             Executive Officer and Director
                         
                         
Date: August 12, 1997   By:  /s/ Ronald R. Benanto
                             ---------------------
                             Ronald R. Benanto, Senior Vice
                             President of Finance, Chief Financial
                             Officer and Treasurer
     
                                15

<PAGE>
                   VIEWLOGIC SYSTEMS, INC.
                        EXHIBIT INDEX
<TABLE>
<CAPTION>
     
Exhibit                                                            Page
-------                                                            ----
     
  <S>    <C>                                                        <C>
  11     Statement Regarding Computation of Per Share Earnings      17
     
  27(1)  Financial Data Schedule                                    --

<FN>
     
     (1)  In electronic version only.
</TABLE>
                               16