<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                  FORM 10-K


  X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
----  SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

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

     FOR THE TRANSITION PERIOD FROM _______________ TO _______________.

                         Commission file number 0-13244

                               ZYCAD CORPORATION
             (Exact name of registrant as specified in its charter)

DELAWARE                                                            41-1404495
(State of incorporation)                   (I.R.S. Employer Identification No.)

47100 BAYSIDE PARKWAY, FREMONT, CALIFORNIA                                94538
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code:          (510) 623-4400 

Securities registered pursuant to Section 12 (b) of the Act: NONE

Securities registered pursuant to Section 12 (g) of the Act: COMMON STOCK, 
                                                             $0.10 PAR VALUE 
                                                             PER SHARE

   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 
                                                   ----       ----

    Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of Registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K.  [ X ]

     The aggregate market value of voting stock held by non-affiliates of the 
registrant at March 26, 1997, based upon the closing price of the Common 
Stock reported by the Nasdaq National Market, was approximately $35,545,292. 
Shares of Common Stock held by each officer and director and by each person 
who owns more than 5% of the outstanding Common Stock, based on Schedule 13G 
filings, have been excluded from the computation in that such persons may be 
deemed affiliates.  This determination of affiliate status is not a 
conclusive determination for other purposes.

At March 26, 1997, there were 25,470,923 shares of the registrant's Common 
Stock outstanding.


                     DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Registrant's Annual Report to Stockholders for the year 
ended December 31, 1996 are incorporated by reference into Parts II and IV of 
this Form 10-K Report.

<PAGE>

                                    PART I

ITEM 1.  BUSINESS

Zycad Corporation-Registered Trademark- (the Company)(1) founded in 1981, 
develops, manufactures and markets a broad range of high performance tools, 
design services and electronic components that help designers speed the 
process of moving their electronic products from concept to manufacturing.   
Zycad calls this process, "Design Realization."  It encompasses performing 
the steps necessary to complete design verification and get to market in the 
quickest way possible. 

Zycad's Design Realization offerings include hardware and software simulation 
verification tools, rapid prototyping vehicles, high-density programmable 
Application-Specific Integrated Circuits (ASICs) and related desktop design 
and programming tools.  This suite of products enable electronic designers to 
quickly and accurately verify their designs prior to production and support 
initial and low volume ASIC production. Verification has the goal of 
minimizing downstream problems and risks (i.e., avoiding the expensive and 
time-consuming process of redesign should a final design not work or not meet 
the customer requirements).  This process of Design Realization via 
comprehensive and fast verification throughout the design cycle ensures a 
high quality, production-ready product that meets the customers' 
time-to-market goals.

Zycad's two-fold business emphasis is on providing both the highest 
performance verification product offerings (including both simulation and 
rapid prototyping) in the Electronic Design Automation (EDA) market, and the 
highest density programmable ASICs to the ASIC designer for both design 
verification and design realization through use as a reprogrammable 
component. All development activities are focused on optimizing their future 
development and the integration of these technologies to solve customer's 
high-end, complex verification problems, the most dramatic being that of 
"system on a chip" or "system on silicon" design verification.

Customers benefit from Zycad's capabilities by:

     -  GETTING TO MARKET FASTEST at the most optimum cost. 
     -  IMPROVING PRODUCT QUALITY through more comprehensive verification.
     -  REDUCING RISK AND MANAGING COMPLEXITY through the effective 
        application of advanced design verification tools, methodologies, 
        components and services for designs with more than 50,000 gates 
        all the way up to 16 million gates.

With Zycad's wide range of verification products, customers can quickly logic 
simulate, fault simulate, and rapidly prototype their designs. Logic 
simulation is used to verify accuracy, completeness, and quality of designs 
before building hardware.  Fault simulation is used to verify the quality and 
completeness of tests developed for the design once it is manufactured.  
Rapid prototyping is the ability to replicate the operation of a portion of a 
design by using programmable ASICs or FPGAs.  It takes a more flexible 
approach than emulation systems to replicating the behavior of a system by 
allowing other system components, like processors, memory, and software, to 
be included in the prototyping environment.

Once verification is complete, the customer can actually implement their 
design in Zycad's own programmable ASIC technology.  No other EDA vendor can 
actually produce your ASIC for immediate implementation in the end use 
product.

Zycad's corporate office, and its product divisions are located in Fremont, 
California.  Sales and support offices are located throughout the United 
States, Europe, Japan and Asia. 

-------------
(1) As used herein, the term "Company" includes Zycad Corporation and its 
    wholly-owned subsidiaries listed in Exhibit 21.1 hereto, unless the 
    context requires otherwise.


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STRATEGY

             ZYCAD'S STRATEGY IS TO SPEED TIME-TO-DESIGN REALIZATION BY 
               DELIVERING THE HIGHEST PERFORMANCE DESIGN VERIFICATION 
            CAPABILITIES, TEST TOOLS AND PROGRAMMABLE ASICS IN THE WORLD.

In the development of today's electronic systems there are three fundamental, 
overriding dynamics that drive design and design challenges in the EDA market:

  -  Time-To-Market (Time-to-Volume)
  -  Silicon Resources (The number of transistors that are available on a die)
  -  Design Efficiency (How many transistors the average engineer can design 
     per hour)

The interplay of these three factors influence the size and success or 
failure of any development project and forces design engineers to seek 
improved methods of development.  

Current tools have solved many of the problems of getting the individual 
components of the system to work right the first time, but fall short in 
solving the problem for the entire system, which for many future designs will 
all be incorporated on a single chip.    

"System on a chip" developers face the following challenges:

  -  Creation of Intellectual Property (IP)
  -  Use and design reuse of IP (real design reuse of functional blocks from 
     multiple sources)
  -  Design verification and testability 
  -  Transition from a mainly hardware centric design focus to a hardware 
     and software centric emphasis 

Zycad will continue providing solutions which address the problem of 
verification complexity driven by time-to-market pressures and the push to 
"system on a chip".  The Company will enable developers to quickly verify, 
prototype and even implement the Integrated Circuits (ICs) for their complex 
electronic systems.   As with all development strategies, the ultimate 
objective is to produce the best product, at the lowest cost, as early as 
possible.  


MARKET

System architects, system engineers, hardware and software design engineers, 
and test engineers in all electronic industries confront a similar set of 
problems in evolving new products from concept to physical reality.  The most 
challenging of these design issues revolve around:

  -  SHRINKING GEOMETRIES leading to deep sub-micron design and the associated 
     design and verification issues.
  -  Almost UNLIMITED CAPACITY in terms of the number of transistors that can 
     be put on a chip.  We are approaching the era of 100 million transistors 
     on a single die.
  -  Trend towards "SYSTEM ON A CHIP" or "SYSTEM ON SILICON" which is driving 
     the requirement for commercially available IP and the design verification 
     issues associated with IP coming from multiple sources.
  -  SHRINKING PRODUCT LIFE CYCLES to the point where many high volume, 
     consumer oriented products have life cycles that are less than one year. 
     Sub-one year product life cycles have tremendous ramifications on product 
     development and manufacturing cycles.

These design challenges continue to make the product development cycle 
difficult to predict, control and manage at a time when "time" is of the 
essence.  Being late to market, whether caused by the complexity associated 
with design verification, having to do a major or minor redesign, or coping 
with widespread field failures can be catastrophic to the product and the 
companies designing them.  All companies who develop electronic products must 
overcome these design challenges and learn to live with the fundamental 
competitive fact of life that more needs to be done in less time.


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Zycad's customers include:  

  -  SEMICONDUCTOR MANUFACTURERS with architecture compatibility, fast 
     time-to-volume and high quality requirements.  
  -  TELECOMMUNICATIONS MANUFACTURERS with high volume, high quality 
     and product life cycles of one year or less.
  -  MULTIMEDIA COMPANIES that need to make real-time subjective 
     measurements of their designs in order to fine-tune their products 
     before manufacturing and releasing to highly competitive markets.
  -  COMPUTER VENDORS with rapidly shortening product life cycles, requiring 
     a predictable development process and efficient system integration. 
  -  MILITARY/AEROSPACE COMPANIES with the need to integrate increasingly 
     complex avionics in reduced budget and scheduling environments. 

PROGRAMMABLE ASIC

The characteristics of today's over $20 billion ASIC market include 
non-recurring engineering costs in the several hundred thousands of dollars 
to incorporate complex designs into ASICs, lead times of up to 16 weeks (or 
sometimes longer) from completion of design verification to receiving the 
ASIC and over 50% of design starts resulting in unit volume of less than 
1,000 units.  When product life cycles are short, waiting 16 weeks has a 
dramatic impact on time-to-market and thus profitability, and if the ASIC 
doesn't meet the component or system requirements, causes even more costly 
delays and ultimately dire profit consequences.

An alternative to this traditional ASIC approach is to use programmable 
ASICs.  When design corrections are needed, designers simply reprogram the 
part and proceed with the verification process until complete.  Then, instead 
of waiting 16 or more weeks for a traditional ASIC turnaround, the 
programmable ASIC can be incorporated in the final system and customer 
shipments could start immediately upon completion of design verification and 
system integration.  

When increasing volume justifies it, the design can then be mapped to a 
traditional ASIC for unit cost savings.  But, this can be done while the 
product is already shipping to customers,  garnering market share and 
generating revenues and profit.

With the wide acceptance of top-down design methodologies, the average size 
of ASIC designs is over 50K gates and continues to grow.  CMOS gate arrays 
and cell based ASICs are highly integrated, flexible, and well supported by 
EDA tools.  But they also have high initial costs, slow turnaround time and 
require zero design defects.  Current Field Programmable Gate Array (FPGA) 
and complex PLD products avoid these drawbacks, but do not provide the high 
gate density, the flexibility, or the support for top-down design 
methodologies needed for ASIC design.

Zycad's family of ProASIC-TM- (Programmable ASIC) products, together with its 
ASIC methodology and implementation tools, provide a desktop programming 
system that allows ASIC designers to easily work within their current design 
environment to re-use functional blocks and IP from existing ASIC designs, to 
verify the implementations of their new design, and get their product to 
market faster.

ZYCAD'S PRODUCTS

Zycad offerings help designers speed the process of moving their electronic 
products from design to manufacturing.  This process is called Design 
Realization and the emphasis is on the verification phase of moving the 
design from concept into production.  Products include LightSpeed Simulation 
Servers-Registered Trademark-, Paradigm XP-Registered Trademark-simulation 
accelerators, TDX-Registered Trademark- software fault and test tools, 
ProASIC products and  ProASIC rapid prototyping vehicles and services.

Zycad's goal is to help design engineers achieve Design Realization in the 
most efficient and effective manner possible.

The product development process encompasses a host of detailed tasks at each 
stage of development.  However, from a high level perspective an idea is 
turned into an architecture and then the detailed design and iterative 
verification takes place.   The design is then defined at the physical 
implementation level in order to prepare for manufacturing.  During this 
process, test analysis can also take place in order to grade the tests that 
will be used by manufacturing to 


                                      3
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verify the finished product. Prior to sending the ASICs off to be 
manufactured, it is wise to verify them along with the software and other 
system components in order to ensure system and architecture compatibility.

Zycad and its products are unique in many ways, which helps the company 
maintain a strong technical lead in the industry.  A few of the key unique 
features are listed below.

PERFORMANCE
A criteria for all development at Zycad is that the products provide at least 
an order of magnitude performance improvement over other methods available in 
the marketplace. This performance is critical to both simulation and rapid 
prototyping applications required for system verification. 

ARCHITECTURE
The Company's hardware products' advantage over software-based simulators on 
traditional workstations is achieved by Zycad's unique and proprietary 
architecture. Zycad's development emphasis is on application-specific, high 
performance simulation and rapid prototyping systems; not general purpose 
machines as workstation manufacturers are designing.  With this main focus, 
Zycad employs specialized techniques, technology and architectures that 
produce systems providing an order, to orders of magnitude greater 
performance over workstations.

DESIGN HARDWARE
Zycad is an EDA company that actually uses its own tools and methodologies to 
design its hardware. We are our own end user and, therefore, have the 
opportunity to debug our tools and services in a real world environment 
before taking them to our customers.  Specifically, Zycad  incorporates  
these features into its main product lines:

     LIGHTSPEED SIMULATION SERVER
     LightSpeed is the Company's latest logic simulation accelerator and the 
     industry leading logic simulation engine.  Performing up to 10 times 
     faster than its nearest competitor, LightSpeed is the industry's first 
     massively parallel simulation platform.  LightSpeed systems 
     transparently integrate to the industry standard Verilog and VHDL 
     language and simulation environments.  The system delivers supercomputer 
     (almost emulation-like) performance for the verification of 
     microprocessors, ASICs and system designs containing up to as much as 16 
     million gates.   Prices range from $260,000 to well over $1 million.

     PARADIGM XP SIMULATION ACCELERATOR  
     The Paradigm XP family is the world's leading line of structural 
     fault simulation accelerators and the price/performance leading 
     structural logic simulation accelerator.   Systems range in price from 
     $50,000 for an entry-level model with 256,000 gate capacity to over $1 
     million for expansion to multimillion gate capacity. The Paradigm XP 
     provides powerful features that address ASIC, integrated circuit, and 
     system logic and fault verification problems including modular 
     compilation and hardware assisted toggle test.  

     Transparent interfaces are provided to popular structural 
     simulation environments including QuickSim II-TM- (Mentor Graphics-TM-), 
     Verilog-Registered Trademark- (Cadence), VantageSpreadSheet-TM- 
     (Viewlogic-TM-), MDE-Registered Trademark-/C-MDET (LSI Logic-TM-), 
     VLSI-TM- Link (Compass), VHDL System Simulator-TM- (Synopsys-Registered 
     Trademark-), ViewSim-Registered Trademark-(Viewlogic-Registered 
     Trademark-).  This allows the Paradigm XP product line to transparently 
     integrate into these environments, making it easy for the design 
     engineer to access the XP accelerators in their design environment.

     Libraries are always a main concern with our customers.  In order 
     to ease the creation of accurate libraries for the Company's LightSpeed 
     and Paradigm XP systems, Zycad has developed automated tools that will 
     accept multiple sources for library translation.

     TDX FAULT AND TEST TOOLS
     In addition to the Company's hardware-assisted fault simulation 
     products, Zycad provides a powerful suite of software testability 
     analysis and test generation tools.  These software tools include a high 
     performance fault simulator, IDDq, automated test pattern generation  
     (ATPG), and a fault manager system.  Zycad's fault and test tools help 
     customers to significantly reduce the time required for test grading and 
     to improve the efficiency of test programs which ultimately leads to 
     higher quality products.

     RAPID PROTOTYPING SYSTEM
     The Company is currently developing a fully integrated rapid 
     prototyping vehicle based on its GateField GF200F and GF250F ProASIC 
     families combined with innovative packaging technology of a third party. 


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     This will enable a component form factor size solution offering 
     400,000 gates, dedicated memory blocks, and real time system performance.

     GATEFIELD PROGRAMMABLE ASICS
     The GateField GF100K, GF200F, and GF250F families of reprogrammable 
     ASICs use a unique architecture and switch technology to provide a 
     device that is comparable to a gate array in capacity and usable 
     density, while offering all the advantages of non-volatility and field 
     re-programmability.  The revolutionary Sea-of-Tiles-Registered Trademark-
     architecture coupled with GateField's ASICmaster-TM- software, provides
     the ASIC designer with unparalleled gate capacity and automation.  These 
     high density programmable ASICs currently range from 9,000 to 150,000 
     usable gates.

     GateField ASICmaster software accepts net lists from standard mask 
     programmable ASIC tools, provided by companies such as Mentor Graphics, 
     Viewlogic, Cadence and Synopsys.  ASICmaster performs place and route of 
     the design into the selected device and provides back annotated delay 
     information for simulation.  Once the design is verified, ASICmaster 
     downloads the layout into the GateField ASICmakerhigh device programmer 
     for chip programming.  Design services are provided as needed to help the 
     customer accelerate verification, complete ASIC conversions, complete 
     prototyping systems and enhance time-to-market.

PRODUCT DEVELOPMENT

Zycad is regularly engaged in ongoing research and development to further 
enhance and improve its family of high-performance design verification and 
Programmable ASIC software and hardware products.  The Company introduced its 
latest generation simulation accelerator, LightSpeed, in June 1996 and will 
continue to add enhancements and interfaces to this product line in 1997.  
The Company will also introduce several new programmable ASIC products 
ranging in densities from 25K up to 150K, as well as rapid prototyping and 
embedded memory solutions.  In fiscal year 1996, the Company expensed 
$15,783,000 on research and development, compared to $11,263,000 in 1995 and 
$11,172,000 in 1994.

MARKETING & SALES

Zycad markets its products directly and through distributors, through a 
worldwide product and service sales organization.  The Company has direct 
sales offices in North America, Europe, Japan, Korea, and Taiwan. To 
complement its direct organization, the Company also has international 
distributors in the Far East, Israel and Europe.

The Company highlights the economic benefits that can be gained from use of 
its high performance verification products and services.  In addition, 
demonstration of the products' capacity and speed to individual potential 
customers through the use of benchmark comparisons against software 
alternatives is an important element of the selling cycle. The Company's 
applications engineers, consulting engineers, and sales force are involved in 
the sales process to provide pre-sale technical assistance, technical 
credibility, and continuity with post-sale installation and servicing. 

The Company's general policy is to sell and not to lease its products; 
however, leasing arrangements are available for customers who prefer that 
option.

The rate at which orders are received by the Company may vary from month to 
month and quarter to quarter.  In addition, customers' lead times for placing 
purchase orders have varied substantially.  For these reasons, the Company's 
backlog at any particular date may not be indicative of its actual sales for 
any succeeding period.

The Company offers a maintenance agreement to its customers under which its 
applications engineers provide diagnostic, repair or replacement and 
maintenance service.  In addition, the Company offers software support and 
updates as part of this agreement.

Zycad markets its GateField Programmable ASIC products both through its 
GateField worldwide sales organization, as well as through manufacturing 
representatives.  In addition, the manufacturer of the GateField devices, 
Rohm Co. LTD. (Rohm) located in Kyoto, Japan, also markets and sells the 
ProASIC products in Japan on a non-exclusive basis.  Rohm has a strong 
marketing and sales presence in Japan through its seven design centers and 
its direct sales 


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force of 300 people.  This partnership provides Zycad the opportunity to 
quickly penetrate the Japanese market, which according to the market research 
from Dataquest, constitutes 36% of the world's gate array market.  The 
ASICmaster software and the ASICmaker hardware are sold in Japan through 
Zycad's direct sales organization.

For export sales information for the three years ended December 31, 1996, see 
Note 9 to the Company's Consolidated Financial Statements in the Company's  
Annual Report to Stockholders for the year ended December 31, 1996, which 
Note has been incorporated herein by reference in Item 8.

COMPETITION

The EDA market is a dynamic market characterized by advancing technologies in 
both hardware and software. The advancing technologies frequently result in 
new product introductions, increased product capabilities and relative 
product improvements in price/performance ratios. The Company recognizes that 
rapid technological changes could impair its competitive position.

Indirect competition for the Company's system verification products consists 
primarily of software simulators that run on general purpose workstations. 
Software simulators currently hold a large share of the logic simulation 
market.  However, the Company's strategy is to leverage this large installed 
base of software simulators by selling accelerators as a complementary high 
performance point tool into the large installed base of EDA vendors whose 
customers require increased simulation performance.  Other indirect 
competition comes from emulation solutions.  However, emulation solutions are 
competition only from the perspective of total available budget dollars for 
EDA tools.

Direct competition to LightSpeed Simulation Servers comes from one other 
company with a logic hardware-assisted simulator, IKOS Systems, Inc.  Zycad 
believes that the combined features, speed, and capacity of its current and 
future products offer competitive performance and functionality advantages 
over IKOS.

Management believes that its superior products, services, and customer 
support will enable the Company to compete effectively in the EDA market 
based on the breadth, quality, features, performance and price of its product 
offerings and the neutrality, flexibility, and technological prowess of its 
services offerings.

The Programmable ASIC market is a fast growing and dynamic market with 
several large established vendors for similar products (FPGAs/CPLDs) 
including Xilinx-TM-, Altera, Actel, Lattice and Lucent.  These companies offer 
broad product lines but have not yet been very successful in providing 
high-density FPGA solutions to ASIC designers.  Their penetration into this 
market has been limited mainly by the mismatch between the top-down design 
methodologies used by ASIC designers and the design tools required to use 
their FPGAs/CPLDs effectively.  

The revolutionary flash switch technology utilized by the ProASIC family of 
products provides a 7X size advantage over switches used by SRAM-based 
devices offered by the market leaders in higher gate count devices.  This 
switch technology is used in a Sea-of-Tiles architecture to create devices 
that have a 2X-4X density advantage over the competitive offerings.  Unlike 
competing devices, the Sea-of-Tiles architecture has been designed 
specifically to work seamlessly in the top-down design flow used by today's 
ASIC designers.  The GateField devices offer the ASIC designer not only high 
density but also allow the designer to remain within his established design 
environment.

PATENTS AND TRADEMARKS

Due to the rapid pace of technological advancement, the Company believes 
that, while the protection of proprietary information is important, it must 
continue to develop and market new products to remain competitive.  The 
Company protects its proprietary product information through issuance of 
patents, use of employee nondisclosure agreements and by limiting access to 
sensitive information.  On July 2, 1985, United States Patent No. 4,527,249 
was issued to the Company for "Concurrent Fault Simulation for Logic 
Designs", and on April 5, 1988, United States Patent No. 4,736,338 was issued 
to the Company for a "Programmable Look Up System".  These patents are 
effective for a period of 17 years from the issue date and the Company 
believes that these patents are an important factor in the protection of its 
proprietary information.  On May 17, 1989, the Company signed a Patent Cross 
License Agreement with IKOS Systems, Inc., under which both companies granted 
to each other a perpetual non-exclusive license for logic or fault simulation 
products utilizing inventions covered by its respective patents issued 
through May 1, 1994.


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On October 10, 1995, United States Patent No. 5,457,653 was issued to the 
Company for a "Technique to Prevent Reprogramming a Floating Gate Transistor 
used to Directly Switch a Large Electrical Signal".  In addition, on February 
14, 1996, United States Patent No. 8,508,914 was issued to the Company for a 
"Nonvolatile Reprogrammable Interconnect Cell with FN Tunneling and 
Reprogramming Method Thereof"; on January 14, 1997, United States Patent No. 
5,594,636 was issued to the Company for a "Logic Cell and Routing 
Architecture in a Field Programmable Gate Array"; and on January 14, 1997, 
United States Patent No. 5,594,698 was issued to the Company for "Random 
Access Memory (RAM) Based Configurable Arrays".  These are the first patents 
issued for the GateField ProASIC technology and seven more patent 
applications  are pending at this time.

The Company has obtained federal trademark registration for its trademark 
"Zycad Corporation" from the United States Patent and Trademark Office.

EMPLOYEES

At December 31, 1996, the Company had 182 employees.  The employees are not 
represented by a labor organization and the Company considers its relations 
with its employees to be good.

MANUFACTURING

The Company's accelerator products utilize a technology which has significant 
impact upon its manufacturing activities.  The efficient use of full custom 
ICs dramatically reduces both assembly and test time.  In addition, custom 
ICs tend to operate more reliably than a functionally equivalent printed 
circuit board due to a number of factors including the reduction of solder 
points and external contacts.

Product configurations include standard computer components such as a 
controller, central processing unit (CPU) and main memory which are selected 
from various independent suppliers on the basis of cost, reliability and 
performance properties.  These standard components are connected utilizing 
proprietary bus structures and controlled using operating systems with 
proprietary extensions as they interact with the Company's custom IC-based, 
application-specific subsystems.

The Company contracts out certain manufacturing steps, including printed 
circuit fabrication and assembly, circuit board wiring, cabinet fabrication 
and assembly, sheet metal fabrication and painting, and performs final 
assembly, configuration, testing and quality control procedures itself.  
Circuit boards are wired by automated equipment on computerized instructions 
generated on the Company's own Computer Aided Engineering (CAE) system, which 
is used extensively in order, design and test phases. Manufacturing 
efficiency is enhanced by testing each circuit board on the Company's test 
equipment.  After final assembly and configuration, each simulation system 
undergoes additional "burn in" testing.

The Company's ProASIC products are manufactured by Rohm, located in Kyoto, 
Japan under a manufacturing and development partnership agreement.  GateField 
and Rohm have built a strong working alliance that dates back to October 
1993.  Rohm is widely recognized for its expertise in Large Scale Integration 
(LSI) manufacturing and as one of the pioneers in flash technology.  As part 
of the agreement, the company has secured guaranteed wafer capacity 
sufficient to meet the expected product needs for the foreseeable future.  
Packaging for the GateField parts is done by well established assembly houses 
located in the Philippines and in Hong Kong.  The company performs wafer sort 
and final test at its facilities in Fremont, California, but as volume 
dictates, these activities may be moved offshore.  Currently, Zycad has 
sufficient capacity to meet its present manufacturing requirements through 
1997 and the foreseeable future.

ITEM 2.  PROPERTIES

The Company occupies approximately 61,000 square feet of office space in 
Fremont, California for its headquarters, manufacturing and engineering 
operations.  The total lease payments remaining amount to approximately $1.6 
million. The lease expires August 1999.  The Company's Service Division in 
New Jersey, occupies approximately 37,000 square feet of office space.  Total 
lease payments remaining through February 1998 amount to approximately $1.0 
million.  For additional information, see Note 6 to the Company's 
Consolidated Financial Statements in the Company's  Annual Report to 
Stockholders for the year ended December 31, 1996, which note has been 
incorporated herein by reference in Item 8. 

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The Company leases sales and support office space in seven domestic 
locations, three European locations, one Taiwanese, one Korean and one 
Japanese location on a short-term or intermediate-term basis.


ITEM 3.  LEGAL PROCEEDINGS

None.


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

On December 5, 1996, a special meeting of stockholders was held to vote on a 
proposal to increase the number of shares of authorized Common Stock from 
30,000,000 to 40,000,000 shares and to authorize the issuance of 2,000,000 
shares of Series Preferred Stock with a par value of $0.10 per share.  The 
number of votes cast were as follows:

     18,146,247 votes cast for
     845,962 votes against
     97,795 votes abstaining


                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The information under the heading "Stock Listing" on page 22 of the Company's 
1996 Annual Report to Stockholders is incorporated herein by reference.


ITEM 6.  SELECTED FINANCIAL DATA

The information under the heading "Selected Financial Data" on page 1 of the 
Company's 1996 Annual Report to Stockholders is incorporated herein by 
reference.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          RESULTS OF OPERATIONS

The information under the heading "Management's Discussion and Analysis of 
Financial Condition and Results of Operations" on pages 4 through 7 of the 
Company's 1996 Annual Report to Stockholders is incorporated herein by 
reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Independent Auditors' Report, the consolidated financial statements and 
the notes to consolidated financial statements on pages 8 through 20 of the 
Company's 1996 Annual Report to Stockholders are incorporated herein by 
reference. 


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
          FINANCIAL DISCLOSURE

Not applicable.


                                      8
<PAGE>

                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

Set forth below is information regarding the Directors and Executive Officers 
of the Company, including information furnished by them as to their principal 
occupation for the last five years, certain other directorships held by them, 
and their ages at March 26, 1997:

                      Director
Name                  Since         Age     Principal Occupation
----                  -----         ---     --------------------
Phillips W. Smith      1990         59      President and Chief
                                            Executive Officer of the
                                            Company

James R. Fiebiger      1994         55      Industry Consultant;  Chairman 
                                            and Managing Director, 
                                            Thunderbird Technology, Inc.

Benjamin Huberman      1990         59      President of Huberman Consulting 
                                            Group

Horst G. Sandfort      1995         54      President of GateField

Stephen A. Flory                    42      Vice President and Chief Financial 
                                            Officer

Douglas E. Klint                    46      Vice President, General Counsel and
                                            Corporate Secretary

John R. Walsh                       53      Vice President and General Manager,
                                            Verification Division

Except as set forth below, each of the nominees has been engaged in his 
principal occupation set forth above during the past five years.  There is no 
family relationship between any of the directors and executive officers of 
the Company and there are no arrangements or understandings pursuant to which 
any of them were elected as officers.

Dr. Smith was named President, Chief Executive Officer and director of the 
Company in June 1990.  He had been an independent industry consultant from 
October 1989 to June 1990 after leaving his post as Chairman and Chief 
Executive Officer of Edgecore Technology, Inc., a computer manufacturer, 
after it was acquired by Arix Corporation in September 1989.  Previously, Dr. 
Smith had been President and Chief Executive Officer and a director of CAE 
Systems, Inc.

Dr. Fiebiger was appointed a director of the Company in February 1994.  Dr., 
Fiebiger has been a Consultant for the semiconductor industry since serving 
as President and Chief Operating Officer of VLSI Technology, Inc., a 
manufacturer of semiconductors, from February 1988 to August 1993.  Previous 
positions include President and CEO of Thomson-Mostek and Senior Vice 
President and Assistant General Manager of Motorola's Worldwide Semiconductor 
Sector.  Dr. Fiebiger is also a member of the board of directors of Mentor 
Graphics Corporation, Cooper & Chyan Technology, Inc., and Chairman and 
Managing Director, Thunderbird Technology, Inc.

Mr. Huberman was appointed a director of the Company in September 1990.  He 
has served as President of the Huberman Consulting Group, a technology 
consulting firm, since 1990.  Prior to that, he served as Vice president of 
Consultants International from 1981 to 1988 and as President from 1988 to 
1990.  Mr. Huberman is currently a member of the Chief of Naval Operations' 
Executive Panel.  From 1988 to mid-1990, he also served as the first chairman 
of the Technical Advisory Panel to the U.S. Space Command.  Mr. Huberman is 
also a member of the board of directors of Silicon Valley Research, Inc.


                                      9
<PAGE>

Mr. Sandfort was appointed a director of the Company in September 1995.  He 
held the position of Executive Vice President for Geographic Markets at LSI 
Logic, where he had worldwide responsibilities for Sales, Marketing, and 
Engineering in Asia, Canada, Europe, and the U.S.A.  During his ten years at 
LSI, he was also employed in a variety of other senior management positions 
including General Manager, Germany; Vice President Marketing, Sales and 
Engineering LSI Europe; and President, LSI Europe.

Mr. Flory has been with Zycad for nine years and has been its corporate 
controller since 1995 and was promoted to Chief Financial Officer (CFO) in 
February 1997.  Before joining Zycad, Mr. Flory held various financial 
positions for Motorola Corporation's European operations.  Mr. Flory  holds a 
degree in accounting from the Institute of Chartered Management Accountants 
in London, England.

Mr. Klint joined the Company in December 1984 as Director of Contracts, and 
was named Corporate Secretary in June 1986, and was promoted to Vice 
President and General Counsel in November 1987.  Mr. Klint holds a J.D. 
degree from William Mitchel College of Law and a B.A. degree from Gustavus 
Adolphus College.

Mr. Walsh has been with Zycad since February 1991 when he joined the Company 
as the Director of Customer Service.  He was named the Vice President and 
General Manager, International Operations, in 1996, and was promoted to the 
Vice President and General Manager of the Verification Division in November 
1996.  Prior to joining Zycad, he was the Vice President of Operations for 
Plexus Software.  Previously, Mr. Walsh was the President and CEO of Plexus 
Computer before it was acquired by Recognition Equipment, Inc.

BOARD COMMITTEES AND MEETINGS

The Board of Directors has a standing Audit Committee, Nominating Committee 
and Compensation Committee.

The Audit Committee of the Board, which currently consists of directors 
Benjamin Huberman and James Fiebiger, recommends engagement of the Company's 
independent auditors, approves services performed by such auditors and 
reviews and evaluates the Company's accounting system and its system of 
internal controls.  The Audit Committee met once during the year ended 
December 31, 1996.

The Compensation Committee, which currently consists of directors James 
Fiebiger and Benjamin Huberman, administers the Company's stock plans and 
approves salaries, stock options and other compensation arrangements for 
executive officers of the Company.  The Compensation Committee met four times 
during the year ended December 31, 1996.

The Nominating Committee, which currently consists of Directors James 
Fiebiger and Benjamin Huberman, establishes criteria and qualifications for 
prospective Board Members and recommends the nomination of Board Members 
should a vacancy arise.  The Nominating Committee met once during the year 
ended December 31, 1996.  

During the 1996 fiscal year, the Board of Directors held a total of five (5) 
meetings.  Each incumbent Board member attended at least 80% of the aggregate 
of all meetings of the Board of Directors, plus all meetings of all 
committees of the Board on which he served during the year ended December 31, 
1996.

No executive officer of the Company serves as a member of the board of 
directors or compensation committee of any entity which has one or more 
executive officers serving as a member of the Company's Board of Directors or 
Compensation Committee.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's 
officers and directors, and persons who own more than ten percent of a 
registered class of the Company's equity securities, to file reports of 
ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC.  
Such officers, directors and ten-percent stockholders are also required by 
SEC rules to furnish the Company with copies of all Section 16(a) forms that 
they file.


                                      10
<PAGE>

Based solely on its review of the copies of such forms received by it, or 
representations from certain reporting persons that no Forms 5 were required 
for such persons, the Company believes that, during the last fiscal year, all 
Section 16(a) filing requirements applicable to its officers, directors, and 
ten-percent stockholders were complied with.



ITEM 11.  EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

The following table shows, as to the Chief Executive Officer and each of the 
four other executive officers, information concerning compensation paid for 
services to the Company in all capacities during the fiscal year ended 
December 31, 1996, as well as the Company's two previous fiscal years (if 
such person was the Chief Executive Officer or an executive officer, as the 
case may be, during any part of such fiscal year). 

                         SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                 Long-Term
                                                                                Compensation-
                                                Compensation         Other       Securities
Name and                             Annual    Bonus/Incentive       Annual      Underlying      All Other
Principal                            Salary    Compensation(1)    Compensation    Options      Compensation
Position                     Year     ($)            ($)               ($)          (#)             ($)
<S>                          <C>     <C>           <C>               <C>          <C>            <C>
Phillips W. Smith            1996    245,000          0              28,355 (2)   100,000        18,484 (3)
President and Chief          1995    200,000          0              44,048 (4)         0        15,340 (3)
Executive Officer            1994    200,000          0              64,912 (5)         0        19,990 (3)

Peter J. Cassidy             1996    131,673 (6)      0              --                 0         5,438 (3)
Executive Vice President     1995    182,500          0              --                 0         9,125 (3)
& Chief Financial Officer    1994    175,000          0              --                 0         7,314 (3)

Douglas E. Klint             1996    142,006          0              --            10,000         5,119 (3)
Vice President, General      1995    129,750       7,785             --            20,000         6,488 (3)
Counsel and Corporate        1994    120,998          0              --                 0         6,050 (3)
Secretary

Charles R. Olson             1996    148,503 (7)  95,600             --                 0         7,363 (3)
Vice President               1995    150,000      93,400             --           150,000         7,500 (3)
& General Manager 
Accelerator Division

Horst G. Sandfort            1996    258,533           0             --                 0        10,940 (3)
President                    1995     80,000 (8)   15,000            --           400,000             0
GateField Division
</TABLE>

(1) Messrs. Smith, Cassidy and Klint are paid bonuses based on the Company's 
    profitability.  Mr. Olson is paid incentive compensation based on the 
    Accelerator Division revenues and gross profit margin.  Mr. Sandfort had a 
    one-time guaranteed bonus of $15,000.
(2) Represents $28,355 in cost of living adjustments for California housing.
(3) Represents Company contributions to defined benefit plans.
(4) Represents $44,048 in cost of living adjustments for California housing.
(5) Represents $25,937 in cost of living adjustments for California housing 
    and $38,975 in tax gross-up reimbursement payments for 1993 and 1994.
(6) Mr. Cassidy died in August 1996.
(7) Mr. Olson resigned in October 1996.
(8) Mr. Sandfort's hire date was September 1995.


                                      11
<PAGE>

OPTION GRANTS TO EXECUTIVE OFFICERS

The following table sets forth further information regarding individual 
grants of stock options pursuant to the 1993 Stock Option Plan during 1996 to 
each of the executive officers named in the Summary Compensation Table above.

<TABLE>
<CAPTION>
                                                                                   POTENTIAL REALIZABLE
                                                                                    VALUE AT ASSUMED
                                   PERCENT OF TOTAL                                ANNUAL RATES OF STOCK
                   NUMBER OF       OPTIONS GRANTED                                  PRICE APPRECIATION
                   SECURITIES      TO EMPLOYEES IN      EXERCISE     EXPIRATION     ------------------
NAME               UNDERLYING            1996         PRICE ($/SH)      DATE           5%       10%
----               ----------            ----         ------------      ----           --       ---
<S>                <C>                   <C>              <C>        <C>            <C>       <C>
Douglas Klint       10,000 (1)            1.0%            $1.63      10/29/2004      $4,310   $  9,282

Phillips Smith     100,000 (2)           12.2%            $1.63      10/29/2004     $42,920   $ 96,780
</TABLE>

Note:  All option shave an exercise price equal to the fair market value of 
the Company's Common Stock on the date of grant.

(1) All 10,000 options are time based with vesting over four years subject to 
    accelerated vesting upon achievement of MBOs. 
(2) Options for 100,000 shares are time-based with vesting over four years 
    subject to accelerated vesting upon achievement of MBOs.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END 
 OPTION VALUES

The following table shows, as to the individuals named in the Summary 
Compensation Table above, information concern in stock options exercised 
during the fiscal year ended December 31, 1996, and options held at fiscal 
year end.

<TABLE>
<CAPTION>
                                                            Number of Securities              Value of Unexercised
                                                           Underlying Unexercised           In-the-Money Options at
                     Shares Acquired   Value Realized       Options at FY-End (#)                FY-End ($) (2) 
Name                 on Exercise (#)       ($) (1)       Exercisable    Unexercisable     Exercisable    Unexercisable
<S>                       <C>               <C>            <C>              <C>             <C>              <C>
Phillips W. Smith               0               0                0          100,000               0           8,800

Peter J. Cassidy                0               0          300,000                0         215,400               0

Douglas E. Klint                0               0            2,500           31,042             220           2,731

Charles R. Olson          110,000          76,300                0                0               0               0

Horst G. Sandfort               0               0           19,345          380,655           1,702          33,497
</TABLE>

(1) Market value of underlying securities, based on the last sale price of 
    the Companies Common Stock on the National Association of Securities 
    Dealers, Inc. Automated Quotation (Nasdaq) National Market System on the 
    date of exercise, minus the exercise price.
(2) Market value of underlying securities, based on the last sale price of 
    the Company's Common Stock on the Nasdaq National Market System on 
    December 31, 1996  ($1.718 per share), minus the exercise price.

DIRECTOR COMPENSATION

Members of the Board of Directors who are not employees of the Company 
receive a retainer of $2,500 per quarter plus a fee of $1,000 for attendance 
at each Board and Board Committee meetings and are reimbursed for their 
expenses in attending meetings of the Board of Directors.  In September 1990, 
Mr. Huberman received warrants from the Company entitling him to purchase 
50,000 shares of the Company's Common Stock at an exercise price of $1.00 per 
share, the then market value.  In August 1993, Mr. Huberman received warrants 
from the Company entitling him to purchase 30,000 shares of the Company's 
Common Stock at an exercise price of $2.06 per share.  


                                      12
<PAGE>

In February 1994, Dr. Fiebiger received warrants from the Company entitling 
him to purchase 50,000 shares of the Company's Common Stock at an exercise 
price of $3.63 per share.  Both of these warrants are exercisable for 10,000 
shares on each anniversary date.

All warrants expire eight (8) years after their respective issue dates or 90 
days after resignation from the Board of Directors, whichever occurs first.

See "Compensation Committee Interlocks and Insider Participation" for 
information regarding consulting fees paid to a director during 1996.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee currently consists of outside directors James 
Fiebiger and Benjamin Huberman.  Neither of these individuals was at any time 
during the fiscal year ended December 31, 1996, or at any other time an 
officer or employee of the Company.

During fiscal year ended December 31, 1996, the Company paid Mr. Benjamin 
Huberman, a member of the Board of Directors, $80,000 in consulting fees.  
Mr. Huberman has worked closely with the Company in developing and marketing 
the Company's consulting services.  Management believes that this arrangement 
is at least as favorable as could be negotiated with outside consultants.

During fiscal year ending December 31, 1996, the Company paid Dr. James 
Fiebiger, a member of the Board of Directors, consulting fees in the amount 
of $24,875.  Dr. Fiebiger's consulting services were rendered for product 
development, strategic planning and marketing consulting services for Field 
Programmable Gate Array Products developed by the Company's GateField 
Division.  Management believes that this arrangement is at least as favorable 
as could be negotiated with outside consultants.

No executive officer of the Company serves as a member of the board of 
directors or compensation committee of any entity which has one or more 
executive officers serving as a member of the Company's Board of Directors or 
Compensation Committee.


                                      13
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding ownership of the 
Company's Common Stock at March 26, 1997, by each beneficial owner, by each 
director, by each of the executive officers and all executive officers named 
in the Summary Compensation Table and directors of the Company as a group.

                   SHARES OF COMMON STOCK BENEFICIALLY OWNED

                                                          APPROXIMATE
NAME                                 AMOUNT OWNED        PERCENT OWNED

U.S. Bancorp                          1,189,800            4.6%

Phillips W. Smith                       500,000            2.0%
Peter J. Cassidy                        300,000  (1)       1.2%
James Fiebiger                           35,000  (2)          *
Benjamin Huberman                       110,000  (3)          *
Douglas E. Klint                          2,500  (4)          *
Charles R. Olson                              0               *
Stephen A. Flory                         15,644  (5)          *
Horst G. Sandfort                        19,345  (6)          *
All directors and executive
officers as a group (8 persons)       1,424,608  (7)       7.2%
*Less than one (1) percent.

(1) Represents 300,000 shares subject to options held by Mr. Cassidy's estate 
    that are exercisable through August 1997.  Mr. Cassidy died in August 1996.
(2) Includes 30,000 shares subject to warrants held by Dr. Fiebiger that are 
    exercisable within 60 days of the Record Date.
(3) Includes 80,000 shares subject to warrants held by Mr. Huberman that are 
    exercisable within 60 days of the Record Date.
(4) Includes 2,500 shares subject to options held by Mr. Klint that are 
    exercisable within 60 days of the Record Date.
(5) Includes 15,644 shares subject to options held by Mr. Flory that are  
    exercisable within 60 days of the Record Date.
(6) Includes 19,345 shares subject to options held by Mr. Sandfort  that are  
    exercisable within 60 days of the Record Date.
(7) Includes 447,489 shares subject to options and warrants held by six 
    persons that are exercisable within 60 days of the Record Date.

ITEM 13.  CERTAIN TRANSACTIONS

No executive officers of the Company had indebtedness in excess of $60,000 
outstanding during the past fiscal year.


                                      14
<PAGE>

                                    PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

      (a)   1.   Financial Statements

             Independent Auditors' Report (page 20 of the Company's 
             1996 Annual Report to Stockholders).

             Consolidated Balance Sheets at December 31, 1996 and 
             1995 (page 8 of the Company's 1996 Annual Report to Stockholders).

             Consolidated Statements of Operations for Years Ended 
             December 31, 1996, 1995 and 1994 (page 9 of the Company's 1996 
             Annual Report to Stockholders).

             Consolidated Statements of Stockholders' Equity for 
             Years Ended December 31, 1996, 1995 and 1994 (page 10 of the 
             Company's 1996 Annual Report to Stockholders). 

             Consolidated Statements of Cash Flows for Years Ended 
             December 31, 1996, 1995 and 1994 (page 11 of the Company's 1996 
             Annual Report to Stockholders). 

             Notes to Consolidated Financial Statements (pages 12 
             through 19 of the Company's 1996 Annual Report to Stockholders).

             2.   The following financial statement schedules are included 
                  herein: Schedule II:  Valuation and Qualifying Accounts

             All other schedules are omitted because they are not 
             required, inapplicable or the information is otherwise included.

             3.    Exhibits:
EXHIBIT
NUMBER     DESCRIPTION

3.1        Certificate of Incorporation of the Company, as amended 
           (incorporated by reference to Exhibit 3.1 to the Company's Annual 
           Report on Form 10-K for the year ended December 31, 1987).

3.2        Bylaws of the Company, as amended (incorporated by 
           reference to Exhibit 3.2 to the Company's Annual Report on Form 
           10-K for the year ended December 31, 1988).

3.3        Amendment to the Certificate of Incorporation of the Company.

10.1 *     1984 Stock Option Plan as amended (incorporated by 
           reference to Exhibit 10.2 of the Company's Annual Report on Form 
           10-K for the year ended December 31, 1987).

10.2       Patent Agreement dated October 28, 1985 with Control Data 
           Corporation (incorporated by reference to Exhibit 10.12 to the 
           Company's Annual Report on Form 10-K for the year ended 
           December 31, 1985).

10.3       Employee Stock Purchase Plan (incorporated by reference 
           to Exhibit 10.12 to the Company's Annual Report on Form 10-K for 
           the year ended December 31, 1986).

10.4       Warrant Certificate for the purchase of 15,000 shares of 
           Common Stock executed with Douglas E. Johnson and John A. Fahlberg 
           (incorporated by reference 10.22 to the Company's Annual Report on 
           Form 10-K for the year ended December 31, 1989).


                                      15
<PAGE>

10.5       Patent Cross License Agreement dated May 17, 1989 with IKOS 
           Systems, Inc. (incorporated by reference 10.25 to the 
           Company's Annual Report on Form 10-K for the year ended December 31,
           1989).

10.6       Warrant Certificate for the purchase of 50,000 shares of 
           Common Stock executed with Benjamin Huberman dated September 19, 
           1990 (incorporated by reference 10.22 to the Company's Annual 
           Report on Form 10-K for the year ended December 31, 1991).

10.7       Consulting Agreement dated October 1, 1990 with Benjamin 
           Huberman (incorporated by reference 10.24 to the Company's Annual 
           Report on Form 10-K for the year ended December 31, 1991).

10.8       Warrant Certificate for the purchase of 50,000 shares of 
           Common Stock executed with Yoshikazu Hori dated July 18, 1991 
           (incorporated by reference 10.25 to the Company's Annual Report on 
           Form 10-K for the year ended December 31, 1991).

10.9       Asset Purchase Agreement between Zycad Corporation and 
           Synopsys Technology Inc., a wholly-owned subsidiary of Synopsys, 
           Inc. dated as October 19, 1990 (incorporated by reference 10.26 to 
           the Company's Annual Report on Form 10-K for the year ended 
           December 31, 1991).

10.10      Agreement regarding non-compete and payments dated 
           January 15, 1992 between Synopsys, Inc. and Synopsys Technology, 
           Inc. and Zycad Corporation (incorporated by reference 10.27 to the 
           Company's Annual Report on Form 10-K for the year ended December 
           31, 1991).

10.11      Lease dated March 6, 1992 relating to premises at 47100 
           Bayside Parkway, Fremont, California (incorporated by reference 
           10.22 to the Company's Annual Report on Form 10-K for the year 
           ended December 31, 1992).

10.12      Promissory Note dated August 27, 1992 in the amount of 
           $600,000 from Phillips W. Smith (incorporated by reference 10.24 to 
           the Company's Annual Report on Form 10-K for the year ended 
           December 31, 1992).

10.13*     1993 Stock Option Plan (incorporated by reference 10.13 
           to the Company's Annual Report on Form 10-K for the year ended 
           December 31, 1993).

10.14      Lease dated October 23, 1992 relating to premises at 100 
           Enterprise Drive, Rockaway, New Jersey (incorporated by reference 
           10.14 to the Company's Annual Report on Form 10-K for the year 
           ended December 31, 1993).

10.15      Form of Warrant Certificate for the purchase of 30,000 
           shares of Common Stock executed by Benjamin Huberman and Yoshikazu 
           Hori dated August 16, 1993 (incorporated by reference 10.15 to the 
           Company's Annual Report on Form 10-K for the year ended December 
           31, 1993).

10.16      Promissory Note (full recourse) dated September 1, 1993 
           in the amount of $900,000 by Phillips W. Smith and Patricia Smith 
           (incorporated by reference 10.16 to the Company's Annual Report on 
           Form 10-K for the year ended December 31, 1993).

10.17      Share Exchange and Allotment Agreement dated September 
           7, 1993, for the purchase of Integrated Circuit Applications, Ltd. 
           (incorporated by reference 10.17 to the Company's Annual Report on 
           Form 10-K for the year ended December 31, 1993).

10.18      SICAN/Zycad Technology Agreement dated September 23, 
           1993, between SICAN G.m.b.H. and Zycad Corporation (incorporated by 
           reference 10.18 to the Company's Annual Report on Form 10-K for the 
           year ended December 31, 1993).

10.19      Private Placement Distribution Agreement dated March 4, 
           1994 with Rosehouse, Ltd. (incorporated by reference 10.19 to the 
           Company's Annual Report on Form 10-K for the year ended December 
           31, 1994).


                                      16
<PAGE>

10.20      Warrant Certificate for purchase of 50,000 shares of 
           Common Stock executed with James Fiebiger dated February 4, 1994 
           (incorporated by reference 10.20 to the Company's Annual Report of 
           Form 10-K for the year ended December 31, 1994).

10.21      Warrant Certificate for purchase of 5,918 shares of 
           Common Stock executed with James Fiebiger dated November 11, 1994 
           (incorporated by reference 10.21 to the Company's Annual Report of 
           Form 10-K for the year  ended December 31, 1994).  

10.22      First Amendment to Rockaway, New Jersey Lease dated 
           January 13, 1995 (incorporated by reference 10.21 to the Company's 
           Annual Report on Form 10-K for the year  ended  December 31, 1994).

10.23      Purchase Agreement  between Zycad Corporation and Attest 
           Software, Inc., dated May 31, 1996.

10.24      Factoring Agreement  entered into at October 17, 1996, 
           by and between Zycad Corporation and Silicon Valley Bank.

10.25      Credit Loan and Security Agreement  entered into at 
           January 6, 1997, by and between Zycad Corporation and Coast 
           Business Credit, a division of Southern Pacific Thrift and Loan 
           Association.

13.1       Registrant's Annual Report to Stockholders for the year 
           ended December 31, 1996, pages 1 through 22.

21.1       Subsidiaries of the Registrant.

23.1       Consent of Independent Auditors,  Deloitte & Touche LLP.

24.1       Power of Attorney.  Reference is made to page 21.

27.1       Article 5 of Regulation S-X, Financial Data Schedules 
           for Zycad Corporation for the year ended December  31, 1996.

*  Denotes a compensation plan in which an executive officer participates.

           (b) REPORTS ON FORM 8-K.  None.
           (c) EXHIBITS.  See response to Item 14(a)(3).
           (d) FINANCIAL STATEMENTS SCHEDULES.  See response to Item 14 (a)(2).

For the purposes of complying with the amendments to the Rules 
governing Form S-8 (effective July 13, 1990) under the Securities 
and Exchange Act of 1933, the undersigned hereby undertakes as 
follows, which undertaken shall be incorporated by reference into 
the Registrant's Registration Statements on Form S-8 (File Nos. 
13244):

Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the Registrant pursuant to the foregoing 
provisions, or otherwise, the Registrant has been advised that in 
the opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the 
Securities Act of 1933 and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities 
(other than the payment by the Registrant of expenses incurred or 
paid by a director, officer or controlling person of the Registrant 
in the successful defense of any action, suit or proceeding) is 
asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant 
will unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Act and will be governed by the final 
adjudication af such issue.


                                      17
<PAGE>

                         INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of Zycad Corporation:


     We have audited the consolidated financial statements of Zycad 
Corporation at December 31, 1996 and 1995, and for each of the three years in 
the period ended December 31, 1996, and have issued our report thereon (which 
expresses an unqualified opinion and includes an explanatory paragraph 
relating to an uncertainty of the Company's ability to continue as a going 
concern) dated March 11, 1997 (April 14, 1997 as to the last paragraph of 
Note 5 and as to Note 11). Our audits also included the consolidated 
financial statement schedule of Zycad Corporation, listed at Item 14(a)(2). 
This consolidated financial statement schedule is the responsibility of the 
Company's management. Our responsibility is to express an opinion based on 
our audits. In our opinion, such consolidated financial statement schedule, 
when considered in relation to the basic consolidated financial statements 
taken as a whole, presents fairly in all material respects the information 
set forth therein.

DELOITTE & TOUCHE LLP

San Jose, California
March 11, 1997 (April 14, 1997 
as to the last paragraph of 
Note 5 and as to Note 11 
of Notes to the Consolidated 
Financial Statements of Zycad 
Corporation incorporated by 
reference in this Annual 
Report on Form 10-K for 
the year ended 
December 31, 1996)



                                      18
<PAGE>

                  SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                              (AMOUNTS IN THOUSANDS)

                         ZYCAD CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                      BALANCE AT        ADDITIONS                      BALANCE AT
                                       BEGINNING     CHARGED TO COST                       END OF
DESCRIPTIONS                           OF PERIOD       AND EXPENSE       DEDUCTIONS        PERIOD
-------------------------------------------------------------------------------------------------
<S>                                     <C>              <C>               <C>            <C>
Deducted from assets:
Allowance for doubtful accounts
(accounts receivable):

Years ended December 31,

1996                                    $    296        $  1,386          $   345(1)     $  1,337
                                        --------        --------          ----------     --------
                                        --------        --------          ----------     --------
1995                                    $    381        $    ---          $    85(1)     $    296
                                        --------        --------          ----------     --------
                                        --------        --------          ----------     --------
1994                                    $    401        $    ---          $    20(1)     $    381
                                        --------        --------          ----------     --------
                                        --------        --------          ----------     --------
</TABLE>

(1) Write-off of accounts and notes determined to be uncollectable.


                                      19
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Company has duly caused this report to be signed on 
its behalf by the undersigned, thereunto duly authorized.

                                ZYCAD CORPORATION


                                By /s/ Phillips W. Smith 
                                   ------------------------------
                                   Phillips W. Smith
                                   President and Chief Executive Officer



                                By /s/ Stephen A. Flory 
                                   ------------------------------
                                   Stephen A. Flory
                                   Vice President and Chief Financial Officer


Date: April 14, 1997


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<PAGE>

                                                              Exhibit 24.1

                               POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Stephen A. Flory, and each of them, as 
his true and lawful attorneys-in-fact and agents, with full power of 
substitution and resubstitution, for him and in his name, place, and stead, 
in any and all capacities, to sign any and all amendments to this report, and 
to file the same, with all exhibits thereto, and other documents in 
connection therewith, with the Securities and Exchange Commission, granting 
unto said attorneys-in-fact and agents full power and authority to do and 
perform each and every act and thing requisite and necessary to be done in 
connection therewith, as fully to all intents and purposes as he might or 
could do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents or his substitute or substitutes, may lawfully 
do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.


     Signature                     Title                        Date 
-------------------------------------------------------------------------------


 /s/ Phillips W. Smith            Director                  April 14, 1997
--------------------------
    Phillips W. Smith

 /s/ Horst G. Sandfort            Director                  April 14, 1997
--------------------------
    Horst G. Sandfort

 /s/ Benjamin Huberman            Director                  April 14, 1997
--------------------------
    Benjamin Huberman

 /s/ James R. Fiebiger            Director                  April 14, 1997
--------------------------
    James R. Fiebiger



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