UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

Amendment No. 2





(Mark One)

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

For the quarterly period ended February 1, 2009

or



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

For the transition period from  to .

Commission File No.: 0-33213





MAGMA DESIGN AUTOMATION, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 77-0454924                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)

1650 Technology Drive

San Jose, California 95110

(Address of principal executive offices)

Telephone: (408) 565-7500

(Registrants telephone number, including area code)





Indicate by check mark whether
the registrant (l) 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 at least the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                           |  |                      |  |                                               |  |                             
|-------------------------- |  | -------------------- |  | --------------------------------------------- |  | ----------------------------
|Large Accelerated Filer   ̈ |  | Accelerated Filer  x |  | Non-accelerated Filer   ̈                      |  | Smaller reporting company   ̈
|                           |  |                      |  | (Do not check if a smaller reporting
company) |  |                             

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x

On March 2, 2009, 46,868,230 shares of Registrants Common Stock, $.0001 par value were outstanding.









---

EXPLANATORY NOTE

The sole purpose of this Amendment No. 2 to our Quarterly Report on Form 10-Q for the quarterly period ended February 1, 2009 (the Form 10-Q) is to file the certifications of our Chief Executive
Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date and has not been updated to reflect events
occurring subsequent to the original filing date.



---

|ITEM 6. | EXHIBITS
|------- | --------

The following documents are filed as
Exhibits to this report:



|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |            |  |         |  |             |  |              
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | ---------- |  | ------- |  | ----------- |  | -------------
|Exhibit Number |  | Exhibit Description                                                                                                                                                                                                                                                              |  | Incorporated by Reference |  |           
|               |  |                                                                                                                                                                                                                                                                                  |  | Form                      |  | File No.   |  | Exhibit |  | Filing Date |  | FiledHerewith
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|10.1           |  | Separation Agreement and Mutual Release between Magma Design Automation, Inc. (Magma) and Saeid Ghafouri (with an Effective Date as of March 29, 2008)                                                                                                                         |  | 10-Q                      |  | 000-333213 |  | 10.1    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|10.2           |  | Consulting Services Agreement between Magma and Saeid Ghafouri (with an Effective Date as of May 2, 2008)                                                                                                                                                                        |  | 10-Q                      |  | 000-333213 |  | 10.2    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|10.3           |  | Form of Tier 1 Magma Design Automation Employment and Severance Agreement (between Magma and the following executive officers: Rajeev Madhavan, Roy E. Jewell, Bruce Eastman, and Peter S.
Teshima)                                                                              |  | 10-Q                      |  | 000-333213 |  | 10.3    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|10.4           |  | Form of Tier 2 Magma Design Automation Employment and Severance Agreement (between Magma and the following executive officer: David H. Stanley)                                                                                                                                  |  | 10-Q                      |  | 000-333213 |  | 10.4    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|10.5           |  | Form of Indemnification Agreement (between Magma and the following directors and executive officers: Kevin C. Eichler, Thomas M. Rohrs, Chester J. Silvestri, Timothy Ng, Susumu Kohyama,
Rajeev Madhavan, Roy E. Jewell, Bruce Eastman, Peter S. Teshima, and David H. Stanley) |  | 10-Q                      |  | 000-333213 |  | 10.5    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|10.6           |  | Separation Agreement and Mutual Release between Magma and David Stanley (with an effective date as of February 13, 2009)                                                                                                                                                         |  | 10-Q                      |  | 000-333213 |  | 10.6    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|10.7           |  | Revolving Line of Credit Note, Security Agreement - Specific Rights to Payment, and Credit Agreement (between Magma and Wells Fargo Bank, National Association) (with an effective date as of
October 31, 2008)                                                                  |  | 10-Q                      |  | 000-333213 |  | 10.7    |  |             |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|31.1           |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                                                                                                                                                                                                                |  | 10-Q                      |  | 000-333213 |  | 31.1    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|31.2           |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                                                                                                                                                                                                                |  | 10-Q                      |  | 000-333213 |  | 31.2    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|31.3           |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                                                                                                                                                                                                                |  |                           |  |            |  |         |  |             |  | X            
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|31.4           |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                                                                                                                                                                                                                |  |                           |  |            |  |         |  |             |  | X            
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|32.1           |  | Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                      |  | 10-Q                      |  | 000-333213 |  | 32.1    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|32.2           |  | Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                      |  | 10-Q                      |  | 000-333213 |  | 32.2    |  | 3/12/2009   |  |              



---

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.



|                   |  |  |  |                               |  |                                                             
|------------------ |  |  |  | ----------------------------- |  | ------------------------------------------------------------
|                   |  |  |  | MAGMA DESIGN AUTOMATION, INC.
|                   |  |  | 
|Dated: May 1, 2009 |  |  |  | By                            |  | /S/ PETER S. TESHIMA                                        
|                   |  |  |  |                               |  | Peter S. Teshima                                            
|                   |  |  |  |                               |  | Corporate Vice PresidentFinance and Chief Financial Officer
|                   |  |  |  |                               |  | (Principal Financial Officer and Duly Authorized Signatory) 



---

EXHIBIT INDEX

TO

MAGMA DESIGN AUTOMATION, INC.

QUARTERLY REPORT ON FORM 10-Q/A

FOR THE QUARTER ENDED FEBRUARY 1, 2009



|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |            |  |         |  |             |  |              
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | ---------- |  | ------- |  | ----------- |  | -------------
|Exhibit Number |  | Exhibit Description                                                                                                                                                                                                                                                              |  | Incorporated by Reference |  |           
|               |  |                                                                                                                                                                                                                                                                                  |  | Form                      |  | File No.   |  | Exhibit |  | Filing Date |  | FiledHerewith
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|10.1           |  | Separation Agreement and Mutual Release between Magma Design Automation, Inc. (Magma) and Saeid Ghafouri (with an Effective Date as of March 29, 2008)                                                                                                                         |  | 10-Q                      |  | 000-333213 |  | 10.1    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|10.2           |  | Consulting Services Agreement between Magma and Saeid Ghafouri (with an Effective Date as of May 2, 2008)                                                                                                                                                                        |  | 10-Q                      |  | 000-333213 |  | 10.2    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|10.3           |  | Form of Tier 1 Magma Design Automation Employment and Severance Agreement (between Magma and the following executive officers: Rajeev Madhavan, Roy E. Jewell, Bruce Eastman, and Peter S.
Teshima)                                                                              |  | 10-Q                      |  | 000-333213 |  | 10.3    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|10.4           |  | Form of Tier 2 Magma Design Automation Employment and Severance Agreement (between Magma and the following executive officer: David H. Stanley)                                                                                                                                  |  | 10-Q                      |  | 000-333213 |  | 10.4    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|10.5           |  | Form of Indemnification Agreement (between Magma and the following directors and executive officers: Kevin C. Eichler, Thomas M. Rohrs, Chester J. Silvestri, Timothy Ng, Susumu Kohyama, Rajeev
Madhavan, Roy E. Jewell, Bruce Eastman, Peter S. Teshima, and David H. Stanley) |  | 10-Q                      |  | 000-333213 |  | 10.5    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|10.6           |  | Separation Agreement and Mutual Release between Magma and David Stanley (with an effective date as of February 13, 2009)                                                                                                                                                         |  | 10-Q                      |  | 000-333213 |  | 10.6    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|10.7           |  | Revolving Line of Credit Note, Security Agreement - Specific Rights to Payment, and Credit Agreement (between Magma and Wells Fargo Bank, National Association) (with an effective date as of
October 31, 2008)                                                                  |  | 10-Q                      |  | 000-333213 |  | 10.7    |  | 4/23/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|31.1           |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                                                                                                                                                                                                                |  | 10-Q                      |  | 000-333213 |  | 31.1    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|31.2           |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                                                                                                                                                                                                                |  | 10-Q                      |  | 000-333213 |  | 31.2    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|31.3           |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                                                                                                                                                                                                                |  |                           |  |            |  |         |  |             |  | X            
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|31.4           |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                                                                                                                                                                                                                |  |                           |  |            |  |         |  |             |  | X            
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|32.1           |  | Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                      |  | 10-Q                      |  | 000-333213 |  | 32.1    |  | 3/12/2009   |  |              
|               |  |                                                                                                                                                                                                                                                                                  |  |                           |  |           
|32.2           |  | Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                      |  | 10-Q                      |  | 000-333213 |  | 32.2    |  | 3/12/2009   |  |