<PAGE>
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                        ------------------
                                
                            FORM 10-K
                                
        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
               THE SECURITIES EXCHANGE ACT OF 1934
                                
For The Fiscal Year Ended December 31, 1996      Commission File No. 0-19730
-------------------------------------------      ---------------------------
                     VIEWLOGIC SYSTEMS, INC.
                     -----------------------
     (Exact Name of Registrant as Specified in Its Charter)
                                
          Delaware                                04 - 2830649
        ------------                            ----------------
(State or Other Jurisdiction of                 (I.R.S. Employer
Incorporation or Organization)                 Identification No.)

293 Boston Post Road West, Marlboro, MA                   01752
---------------------------------------                 ---------
(Address of Principal Executive Offices)                (Zip Code)

Registrant's telephone number, including area code     (508) 480-0881
                                                       --------------
Securities registered pursuant to Section 12 (b) of the Act:    None

Securities registered pursuant to Section 12 (g) of the Act:

                         Title of each Class
                   ------------------------------
                    Common Stock, $.01 par value
                                
     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. [ ]

     The aggregate market value of voting Common Stock held by non-affiliates
of the registrant was $228,221,543 based on the last reported sale price of
the Common Stock on the NASDAQ consolidated transaction reporting system on
February 28, 1997.

Number of shares outstanding of the registrant's Common Stock as of
February 28, 1997:  16,530,910.

Documents incorporated by reference: Annual Report to Stockholders for the
year ended December 31, 1996 -- Part II; Proxy Statement for the 1997 Annual
Meeting of Stockholders -- Part III.
                                
                       Page 1 of 60 pages
                 Exhibit Index begins on page 17

                               1
<PAGE>
                             PART I
                                
ITEM  1.   BUSINESS.

     Viewlogic Systems, Inc. ("Viewlogic" or the "Company") was
founded in 1984 and is a leading supplier of Electronic Design
Automation (EDA) software which is used to accelerate and
automate the design and verification of advanced Application
Specific Integrated Circuits (ASIC's), Printed Circuit Boards
(PCB's) and electronic systems. Viewlogic develops and markets a
comprehensive family of software products and consulting services
to help its customers optimize their design processes and deliver
high quality products to market sooner. Viewlogic markets its
products to many of the world's largest and most sophisticated
Integrated Circuit (IC) and electronic system manufacturers in
industries such as semiconductor, computer, communication,
automotive and consumer electronics. The Company sells its
products worldwide through a broad distribution channel
consisting of direct sales, distributors, value added resellers
(VAR's) and telesales.

ORGANIZATION AND PRODUCTS

     Viewlogic develops and sells EDA software to companies whose
end product may be a single IC, an ASIC, a Field Programmable
Gate Array (FPGA), a PCB or an entire electronic system. To best
address the diverse needs of its broad customer base, Viewlogic
is organized into four business groups.  The four business groups
are:  ASIC Group, Systems Group, Software Group and Advanced
Development Group.   Each group delivers products and solutions
which address the specific design challenges of its particular
customer segment. Technology is shared wherever possible to fully
leverage the Company's research and development investment.
  
ASIC GROUP

     The ASIC market has evolved rapidly, driven by advances in
silicon manufacturing technology.  The complexity of
semiconductor technology has increased dramatically for the last
fifteen years. With each new generation of technology came a new
set of design challenges. While it was possible to successfully
design a high-end ASIC two to three years ago with average design
tools, this is no longer the case. Complex ASIC design now
requires an integrated suite of  advanced tools and design
methodologies which consider both the logical and physical
aspects of the design.
     Viewlogic's ASIC Group develops state-of-the-art software
and methodologies required to design today's most complex ASIC's.
Viewlogic today offers some of the leading products used in the
complex ASIC design flow process. These products include the
Chronologic VCS(TM) simulator, Quad Motive(TM) static timing analyzer
and Sunrise TestGen(TM) design-for-test tool.  In 1996, the Company
initiated the ASIC 2000 Project which will combine the Company's
best-in-class tools with strategic third-party tools and support
from leading ASIC vendors. The project is designed to address the
new challenges of deep sub-micron silicon technology, which
require designers to consider the co-dependencies of the logical
and physical implementation of the design process. Most of the
ASIC Group's products operate on the Windows NT and UNIX
operating systems.
     
SYSTEMS GROUP

     The Systems Group develops products and services which
enable the design of FPGA's, PCB's, and complete electronic
systems. This group also develops much of the Company's
integration technology, such as data storage mechanisms, design
management and interoperability technology, which is required to
produce complete solutions. The Systems Group develops and
supports complete solutions for the Windows NT and UNIX operating
systems.
     The FPGA market has traditionally been very strong for
Viewlogic. In the early 1990's, the Company established strategic
relationships with many of the leading FPGA vendors under which
the vendors licensed and shipped Viewlogic design software as
part of an original equipment manufacturer (OEM) relationship to
offer a  complete solution. The vendors added their placement and
routing software which allowed users to create an optimal
physical implementation. These relationships created a customer
base to which the Company may sell other, complementary software.
     The FPGA market is currently going though significant
change. Driven by the same silicon manufacturing advances seen in
the ASIC market, the density of FPGA's has grown significantly
over the past few
                               2
<PAGE>
       
years. Devices with 100,0000 gates of available logic are now being
shipped requiring changes in design methodology similar to those
seen in ASIC more than five years ago.
     The PCB market is undergoing significant change as well. The
speed of PCBs is increasing rapidly and the number of components
on the board is decreasing due to the use of more ASIC's and
FPGA's. The PCB design problem has changed from one of verifying
the logic design to making sure that the interconnect between
components meets rigid timing and physical constraints. To
address these problems, Viewlogic introduced ISIS(TM) in 1996. ISIS
is a suite of tools, including Viewlogic's Quad XTK(TM) and Prevue(TM)
high speed board analysis technology, for electronic design
engineers involved in high speed PCB and systems design. ISIS
provides the tools needed to concurrently design both high speed
logic and PCB interconnect.
     The traditional offering of the Systems Group is solutions
optimized for the Computer Aided Engineering (CAE) portion of the
board design process. This includes design entry and analysis,
simulation, library and data management and interfaces to
physical design implementation. This is where at least 50% of the
board design process takes place. Viewlogic offers two product
lines targeted at this segment: Powerview(R) and Workview Office(R).
The Powerview product family consists of a broad range of tools
integrated into a comprehensive CAE solution and is based on an
open, standards-based environment. Powerview operates on the UNIX
operating system and most major industry hardware platforms.
     Workview Office was introduced in December 1995 and is
targeted at providing a comprehensive CAE solution operable on
the rapidly growing Windows NT operating systems.  Workview
Office combines UNIX-level performance with substantially
improved levels of tool interoperability on the PC platform.
Significant advancements in Personal Computer (PC) performance
together with new capabilities and robustness of the NT operating
system have made PC/ NT the operating platform of choice for many
customers. In fact, market research predicts that the PC-based
EDA market will reach $400 million by the year 2000. As in the
Powerview product line, Workview Office combines Viewlogic's
advanced technology into complete solutions which run on the PC.
The Company believes it is well positioned to take advantage of
the rapid growth in this market.
     
SOFTWARE GROUP
     
     Viewlogic's Software Group was founded in October 1996 and
strengthened in February of 1997 with the acquisition of Eagle
Design Automation ("Eagle").  Eagle was the first company to
deliver hardware (HW)/ software (SW) co-verification solutions
and continues to be a leader in this technology. HW/ SW co-
verification is the process of simulating the HW and SW component
of the electronic system together, before developing a prototype.
The group's charter is to provide tools, services and integration
to shorten the development time of embedded systems through HW/
SW co-development. The term embedded systems describes electronic
designs, either boards or ICs, which include a microprocessor or
microcontroller. With the growing software component in embedded
systems and the growing size of software programs, HW/ SW
integration is becoming a larger part of the overall design
cycle. An estimated 50% of the overall embedded systems design
time is spent in HW/ SW design and debug, and prototype debug.
Hardware and software development is becoming more interdependent
making it necessary to consider the interaction earlier in the
design cycle. This problem is expected to worsen with the
migration toward 32 bit and 64 bit embedded processors.
     Another emerging trend in embedded systems is the use of
embedded processors in system ASIC's. System Level Integration
(SLI) ASIC's, as market research firm (Dataquest) refers to them,
are defined as an ASIC which includes 100,000 gates of logic,
memory and at least one processor. Dataquest predicts that the
SLI market will reach $14 billion by the year 2000. When a
processor is embedded within the ASIC, designers must perform HW/
SW co-development. The high dollar cost of multiple SLI
iterations, in addition to the time to market penalty, will make
hardware/ software co-verification of system level ASIC's
essential. Viewlogic believes this is a very strategic technology
for the Company. Major products developed by the Software Group
include Eaglei(TM) which is used for full system integration testing
and EagleV(TM) which is used for verification of embedded processors
within an ASIC.
     
ADVANCED DEVELOPMENT GROUP

     Viewlogic's Advanced Development Group was formed in October
of 1996. It is chartered with investigating which new
technologies will be required in the next two to five years and
then performing the initial technical feasibility study and
preliminary research and development. The Advanced Development
Group is not charged with specific product development and
delivery, but is responsible for developing algorithms and new

                               3
<PAGE>

technology. These technologies will then be incorporated into new
products developed and supported by the Company's product groups.
The Advanced Development Group does primary research onsite and
also works with leading research groups and individuals within
academia and industry.

PRODUCT PACKAGING, LICENSING AND PRICING

     The Company generally licenses its products for use on a
single computer or for network use for a one-time fee. The end-
user license fee depends on the exact configuration and features
selected by the customer. The Company offers individual tools and
solution packages specifically tailored for each of several
electronic design categories including ASIC, FPGA, PCB, system
and software design. For UNIX-based systems, each of these
solutions bundles the design framework with a collection of tools
and library support, targeted at solving a particular design
problem.
     A range of capabilities is offered from basic design entry
to advanced solutions packages for sophisticated design needs.
For example, Powerview pricing ranges from $12,000 to $150,000
for packages. Workview Office pricing ranges from $2,000 to
$55,000. Motive and XTK pricing on Unix Workstations range from
$24,000 to $55,000. TestGen licenses for a single computer range
from $95,000 to $150,000. Prices for the Chronologic VCS
Simulator range from $20,000 to $40,000.

SALES
     
     Viewlogic has developed multiple distribution channels,
including a direct sales organization, telesales, independent
distributors, VARs, and strategic sales alliances with certain
significant semiconductor and PCB layout software vendors.
     DIRECT SALES ORGANIZATION - The Company markets its products
in North America, Europe and Japan primarily through a direct
sales organization, which consisted of 222 salespersons and
applications engineers as of February 28, 1997. The Company
currently has 29 sales offices located throughout North America,
Europe, Japan, India and the Far East.
     Direct sales teams, consisting of one salesperson and one
applications engineer, focus on large accounts in assigned
territories. These sales teams are responsible for all sales
activities within their assigned territories and coordinate the
activities of distributors, VARs and Silicon Design Alliance
(SDA) and PCB Design Alliance (PDA) partners. Applications
engineers specializing in certain products are assigned to each
sales territory and support individual sales teams.  Each member
of the Company's direct sales and support teams is assigned sales
quotas and has a significant portion of his or her compensation
based on sales performance. Approximately 50% and 30% of expected
compensation for salespersons and application engineers,
respectively, is typically based on sales performance.
     A Telesales channel was established in 1993 to complement
the sales activities of the direct sales organization and the
North American based VAR channel. The telesales channel consists
of telesales representatives covering assigned geographic
territories in North America. These representatives are an inside
counterpart to the field, focusing on upgrading and servicing the
installed customer base. They provide sales support for renewal
maintenance, handle all sales operations of Viewlogic's
University Program and otherwise upgrade existing customers by
selling additional seats and "after market" components.
Approximately 45% of expected compensation for a telesales
representative is based on sales performance.
     DISTRIBUTORS - Viewlogic appoints independent distributors to
market its products to customers not served by the Company's
direct sales organization. Viewlogic uses distributors as its
principal distribution channel in much of Asia, and currently has
distributors covering Israel, Taiwan, Korea, Australia,
Singapore, China and India. Distributors are also appointed in
the United States, Japan and Europe to supplement the Company's
direct sales efforts by focusing on customers not served by
direct sales teams.
     VAR - The Company has established a broad-based VAR
distribution network. This group primarily focuses on selling
Viewlogic's Workview Office tools to the small and medium size
accounts of electronic engineers in North America.
     STRATEGIC SALES ALLIANCES - Viewlogic has established
strategic relationships with certain significant semiconductor
suppliers who resell Viewlogic products along with their own
proprietary design kits as part of Viewlogic's SDA. These
partners include Actel Corporation, Altera Inc., Motorola Inc.,
Xilinx Inc., American Telephone & Telegraph Company, Atmel, NEC
Corporation, Lattice Semiconductor Corporation and Matsushita

                               4
<PAGE>

Electric Corporation. The Company believes that the SDA program
has allowed Workview Office to become widely used in the FPGA
design area. The SDA program has also facilitated the creation of
a significant installed base of the Company's products by
utilizing the sales organizations of the Company's partners, many
of which have greater sales and marketing resources than
Viewlogic. Viewlogic has established a similar alliance called
Viewlogic's PDA, with certain major PCB CAD companies, including
Harris EDA, Inc. and Zuken-Redac Ltd., who resell a range of
Viewlogic products along with their CAD design tools.
Additionally, Viewlogic is an OEM supplier to PADs Software and
Anacad, a subsidiary of Mentor Graphics. The Anacad partnership
also includes Viewlogic supplying its VCS Verilog simulator to
Anacad. Certain Quad products are resold on an OEM basis through
Intergraph Corporation, Racal-Redac and Mentor Graphics who sell
these tools in conjunction with their own design automation
solutions.

PRODUCT DEVELOPMENT

     The Company's product development efforts are focused on
enhancing and broadening its current line of products, including
the development of new products and the release of improved
versions of existing products on a regular basis. Most of the
Company's new products to date have represented the evolution of
its core Workview Office and Powerview product lines, plus
ongoing developments leveraging resources and technologies gained
in recent acquisitions and partnerships. The Company also
maintains research programs in a number of advanced technical
areas including logic synthesis, simulation technology, VHDL
simulation, timing analysis, signal integrity, test, database
development and frameworks, which may generate future EDA
software products and consulting services. As of February 28,
1997, the Company's product development and customer support
staff consisted of 276 persons. The Company's product development
staff receives support from both the Company's engineering
services personnel and its product and industry marketing
organization to enable it to develop products that satisfy market
requirements.
     The Company maintains cooperative relationships with most
major hardware vendors on which the Company's products operate,
as well as with new hardware vendors who desire the Company to
port its products to their systems. Viewlogic believes that these
relationships allow it to design products that respond to
emerging trends in computing, graphics and networking
technologies. In certain instances, these relationships include
joint marketing agreements which primarily outline a procedure
for communication between Viewlogic and the vendor with respect
to technology and possible sales leads.
     During 1994, 1995 and 1996 Viewlogic's research and
development expenses were $20,255,000, $22,644,000, and
$27,412,000, respectively. The Company believes that it must
continue to commit substantial resources to enhance and extend
its product line to remain competitive. The Company intends to
continue to devote substantial resources to its internally-funded
product development and, if appropriate, to enter into
development agreements with third-parties.

SERVICE AND SUPPORT

     A key part of Viewlogic's strategy to help make its
customers successful is to provide a wide range of support
services including on-site and hot-line support for designers, in-
house and on-site training on all products and consulting
services for specialized tool development, tool and methodology
training and design work. The Company believes its focus on
customer service has helped it achieve a high degree of customer
satisfaction.
     Product support is provided pursuant to maintenance
agreements which extend for one year after the expiration of the
product warranty, which is generally thirty days, and are
renewable annually thereafter. The annual standard maintenance
fee charged to end-user customers is currently 15% of the then-
current list price for the product. The Company's distributors
and strategic sales partners charge their end-user customers for
maintenance and remit a negotiated portion to the Company.
Historically, approximately 80% of Viewlogic's customers have
renewed their maintenance agreements annually. Training and
consulting services are generally not included in the Company's
software license or maintenance fees and are usually provided on
a separately negotiated basis.
     PRODUCT REVISIONS AND UPGRADES - Customers with maintenance
agreements receive all product revisions without additional
charge. Product upgrades, which add significant new product
functionality, are provided to customers for a fee equal to the
difference between the list price for such upgrade and the
license fee previously paid by the customer for the applicable
product. Viewlogic also provides a credit to customers of its SDA
and PDA partners, who desire to upgrade to full-functionality
Workview Office or Powerview systems.

                              5
<PAGE>

     ON-SITE AND HOT LINE SUPPORT - Support is available to the
Company's software users on both a pre- and post-sale basis.
Application engineers work directly with the Company's direct
sales force to provide on-site support that is often needed
during critical stages of the user's evaluation and design
process.
     The majority of the Company's customers requiring support
contact the Company through Viewlogic's toll-free hot-lines,
which put users directly in touch with engineers who are
knowledgeable in the use of the product. Support is available
from 8:30 a.m. to 8:00 p.m. eastern time, Monday through Friday.
In addition to the Viewlogic hot-line, questions or suggestions
can be submitted by fax, an electronic bulletin board or the
Internet network mail system.
     In addition, post-sales product application support is
provided to customers through a series of automated support
channels:
-    quarterly Technical Support Newsletter providing answers to
     common questions,
-    electronic bulletin board system providing a forum for
     exchanging data and ideas and
-    fax-on-demand system enabling customers to retrieve faxes of
     technical application notes.

     An automatic call distribution system transparently connects
North American support-callers with technical support engineers
based in Marlboro, Massachusetts and Fremont, California.
Additionally, technical support engineers based in Massachusetts,
California, the United Kingdom and Japan have immediate access to
shared, problem-solving technical information via a sophisticated
on-line software support system.
     CUSTOMER TRAINING - The Company offers a variety of training
programs for users ranging from introductory, broad-based courses
to advanced and specialized courses. Training is offered at the
Company's facilities in Marlboro, Massachusetts, Fremont,
California, London, Tokyo, Marseilles and Munich. On-site
training is also available.
     VIEWLOGIC CONSULTING SERVICES - The Viewlogic Consulting
Services Group (VCSG) is a global consulting organization staffed
by experts in electronic design. VCSG's goal is to meet the
diverse and demanding needs of customers designing today's
complex IC's, boards, and systems. VCSG provides a complete line
of consulting services including training, product jumpstart
programs, methodology assessment and re-engineering, custom
software development and partial or full design implementation.
Other specialized services include systems integration, design
database translation, and custom library development.

CUSTOMERS

     Over 51,000 Viewlogic systems have been sold to
approximately 3,500 companies. End-users of the Company's
products range from small companies to some of the world's
largest manufacturing organizations. Industries represented
include computers, consumer electronics, semi-conductors,
telecommunications, military/ defense, aerospace, industrial,
medical equipment and universities.

COMPETITION

     The EDA software industry is highly competitive and is
characterized by rapidly advancing technology. In order to
maintain or improve its position in this industry, the Company
must enhance its current products continually and develop and
introduce new products which address the rapidly changing needs
of the marketplace.
     The Company's competitors consist of large companies, many
of which have greater market share and substantially greater
financial and other resources than the Company; emerging
companies with new and innovative technology; and customers who
develop their own EDA tools.
     The Company believes that it competes effectively in the EDA
market on the basis of product functionality, price/performance
characteristics, product portability, ease of product use and
support services. However, there can be no assurance that the
Company will be able to continue to compete effectively in the
EDA market or that its profitability or financial performance
will not be adversely affected by increased competition.

PROPRIETARY RIGHTS

     The Company relies on a combination of contracts, patents,
copyright and trade secret law to establish and protect
proprietary rights in its technology.  The Company licenses and
distributes its products under written

                                6
<PAGE>

agreements providing for non-exclusive licenses.  The licensed
software may be used solely for internal operations on designated
computers at specified sites. The source code of the Company's
products is protected both as a trade secret and as an unpublished
copyrighted work and is not made available to third-parties. Despite
these precautions, it may be possible to unlawfully copy or otherwise
obtain and use the Company's products or technology without
authorization.
     The Company believes that, due to the rapid pace of
innovation within the CAE software industry, factors such as the
technological and creative skills of its personnel are more
important to establishing and maintaining a technology leadership
position than are the various legal protections of its
technology.
     The Company currently has two patents and six pending patent
applications.
     The Company has registered Viewlogic, Powerview, Workview
Office, ViewScript, ViewPLD, ViewDraw, ViewBase, ViewPlace,
ViewFPGA, ViewSynthesis, ViewFlow, WorkviewPLUS and other
trademarks in the United States and in various foreign countries.
The Company's United States trademark registrations have terms of
ten to twenty years and are renewable indefinitely for additional
ten-year terms so long as the Company continues to use the
trademarks subject to such registrations.  The Company also
asserts common law trademark protection for certain of its
products.

BACKLOG

     The Company generally ships its products within 30 days
after acceptance of a customer purchase order and execution of a
license agreement. Accordingly, the Company does not believe that
its backlog at any particular point in time is indicative of
future sales levels.

EMPLOYEES

     As of February 28, 1997, the Company had 693 employees,
including 280 in marketing and sales, 207 in product research and
development, 115 in customer support, consulting and training, 24
in manufacturing and sales administration and 67 in general and
administrative activities. None of the Company's employees is
represented by a labor union or is subject to a collective
bargaining agreement. The Company has never experienced a work
stoppage and believes that its employee relations are excellent.
     
              EXECUTIVE OFFICERS OF THE REGISTRANT

The current Executive Officers of the Company are as follows:
<TABLE>
<CAPTION>

NAME               AGE     POSITION
----               ---     --------
<S>                 <C>    <S>
Alain J. Hanover    48     Chairman of the Board of Directors
William J. Herman   37     President, Chief Executive Officer and Director
David A. Adey       50     Vice President, Human Resources
Ronald R. Benanto   48     Senior Vice President of Finance, Chief
                           Financial Officer and Treasurer
David P. Burow      44     Group Vice President, ASIC Group
Gordon B. Hoffman   53     Group Vice President, Software Group and Director
Peter T. Johnson    49     Vice President, General Counsel and Secretary
Harold E. Julsen    56     Senior Vice President of World-wide Sales
Richard G. Lucier   37     Group Vice President, Systems Group
Lawrence M. Rubin   43     Group Vice President, Advanced Development Group
Shiv Tasker         37     Senior Vice President, Corporate Marketing and
                           Consulting Services
</TABLE>
                             7
<PAGE>

     Mr. Hanover, a founder of the Company, has served as
Chairman of the Board of the Company since its organization in
October l984. He served as the Company's Chief Executive Officer
from its organization to January 1997 and as President from its
organization to January 1996. From February 1980 to September
1984, he was the Manager of the VLSI Advanced Development Group
at Digital Equipment Corporation. On January 30, 1997, Mr.
Hanover announced his resignation as Chairman of the Board,
effective May 13, 1997.
     Mr. Herman, a founder of the Company, has served as the
President and Chief Executive Officer since January 1997, as
President and Chief Operating Officer of the Company from January
1996 to January 1997 and as Executive Vice President and Chief
Operating Officer of the Company from March 1995 to January 1996.
He previously served as Senior Vice President of Engineering of
the Company from May 1991 to November 1992 and as Vice President
of Engineering of the Company from 1988 to 1991. From February
1994 to March 1995, Mr. Herman was President of Silerity, Inc., a
computer-aided engineering software company. Mr. Herman served as
President of Scopus Technology, Inc., a computer software
company, from 1992 to February 1994.
     Mr. Adey joined Viewlogic in April 1996 as Vice President,
Human Resources. Previously, he served for 8 years as Senior Vice
President, Administration at LTX Corporation, an automatic test
equipment company, where he was responsible for worldwide Human
Resources, Management Information  Systems, and Facilities. From
1978 through 1988, Mr. Adey was Corporate Vice President, Human
Resources for M/A-Com Inc, a global telecommunications company.
He has also held Human Resources positions in Digital Equipment
Corporation and Bethlehem Steel Corporation.
     Mr. Benanto joined Viewlogic as Senior Vice President of
Finance, Chief Financial Officer and Treasurer in October 1991.
Previously, he served for three years as Vice President, Finance
and Operations and Chief Financial Officer at Symbolics, Inc., an
artificial intelligence company. During 1988, Mr. Benanto was the
President, Chief Executive Officer and Chief Financial Officer of
Infoplus, Inc., an electronic publishing company. From September
1985 through January 1988 he served as Senior Vice President,
Finance and Administration, and Chief Financial Officer of Data
Architects, Inc., a financial services software company.
     Mr. Burow has served as Group Vice President of the
Company's ASIC Group since October 1996.  He joined Viewlogic in
August 1995 as the Group Vice President of the High Level Design
Group from the Silicon Architects Group of Synopsys. Prior to the
acquisition by Synopsys in May 1995, he served in several key
management roles from October 1991 at Silicon Architects, a
company that offered ASIC design technology, including its own
EDA tools and libraries. Preceding Silicon Architects, Mr. Burow
held other management positions within the EDA and semiconductor
industries including: President of CrossCheck, a test company
from August 1989 to July 1991; General Manager of the Analog
Division at Dazix; and President of Simucad, Inc., a simulation
company.
     Mr. Hoffman joined Viewlogic in February 1997 as Group Vice
President of the Software Group with the acquisition of Eagle,
which he co-founded in 1994 and served as President and CEO.  He
has also served as a Director of Viewlogic since 1992. Prior to
founding Eagle, he was a Partner in Technologies and Transitions
Corp., a consulting firm, from 1991 to 1994. Previously he was
Director of Systems Engineering Programs for Mentor Graphics,
which he joined in 1987 with the acquisition of Caedent
Corporation, where he was founder, CEO, and President from 1985
to 1987. Prior to this position he served in senior management
roles at United Technologies Corporation and Mostek Corporation
over a 13-year period.
     Mr. Johnson joined Viewlogic in June 1995 as Vice President
and General Counsel.  From June 1993 to February 1995 he served
as General Counsel and Secretary at Phoenix Technologies LTD.
Mr. Johnson was the General Counsel and Vice President of Finance
and Administration at Bitstream, Inc., a software company, from
1988 to 1993.
     Mr. Julsen joined Viewlogic in October 1995 as Senior Vice
President of World-wide Sales. Prior to joining Viewlogic, he
served as Senior Vice President of Sales from September 1993 to
1995 at Frame Technology Corporation. From 1988 to 1993 Mr.
Julsen was Senior Vice President of Sales and Marketing at Iomega
Corporation.
     Mr. Lucier joined Viewlogic in 1986 and has held the
position of Group Vice President of the Systems Group since
October 1996.  From January 1995 to October 1996 he served as the
Group Vice President of the PC Group.  From 1986 to 1995 he has
held numerous positions within Viewlogic including Vice President
of Product Engineering, Director of Viewlogic's Consulting
Services Group, Product Marketing Manager and Engineering Manager
of the Systems and Core groups.

                              8
<PAGE>

     Mr. Rubin has served as Group Vice President of the
Company's Advanced Development Group since October 1996.
Previously he served as Group Vice President of the Quad Design
Group.  He joined the Company after its 1993 acquisition of Quad
Design Technology, Inc. where he was a founder and its president
since its inception in 1987.
     Mr Tasker joined Viewlogic in May 1996 as Senior Vice
President of Corporate Marketing.  He was also appointed Senior
Vice President of Consulting Services in October 1996. Before
joining Viewlogic, he held various management positions at
Cadence Design Systems, Inc. from 1991 to 1996, including Vice
President - Practice Development, Vice President and General
Manager, Systems Group and Vice President, Marketing System
Design Division.  Prior to that he held various marketing
positions at Valid Logic Systems, Inc. from 1988 to 1991, before
Valid was acquired by Cadence.  Previously, he worked for
Intergraph Corporation from 1982 to 1988 in various engineering
and marketing roles.


ITEM  2.   PROPERTIES.

      The  Company occupies 101,634 square feet of space  at  its
headquarters in Marlboro, Massachusetts under a lease expiring in
2002,  subject  to the Company's right to extend for  up  to  six
additional years. The Company also leases 57,567 square  feet  in
Fremont,  California for its ASIC Group, 10,547  square  feet  in
Cupertino,  California  for  its Chronologic  subsidiary,  16,965
square  feet  in  San  Jose, California  for  its  Western  Sales
operations, 21,000 square feet in Camarillo, California  for  the
Advanced Development Group, 13,829 square feet of office space in
the  United Kingdom, 9,800 square feet in India and a  number  of
small  sales  and support offices in 27 additional  locations  in
North America, Europe and Asia.


ITEM  3.   LEGAL PROCEEDINGS.

     Not Applicable.

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

      No matters were submitted to a vote of security holders  of
the Company, through solicitation of proxies or otherwise, during
the last quarter of the fiscal year ended December 31, 1996.

                               9
<PAGE>

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

      The Common Stock of Viewlogic Systems, Inc. has been traded
on  the  Nasdaq National Market System under the symbol  of  VIEW
since  December  17,  1991.  Prior  to  December  17,  1991,  the
Company's  Common Stock was not publicly traded.   On  March  19,
1997, the closing price of the Company's Common Stock as reported
on  the  Nasdaq National Market System was $15.50 per share.  The
following table sets forth, for the periods indicated,  the  high
and  low  closing sales prices per share of the Common  Stock  as
reported by the Nasdaq National Market System.

<TABLE>
<CAPTION>
                                    l996
                             -----------------
                              High       Low
                              ----       ---
<S>                          <C>        <C>
Fourth Quarter..........     $11.50     $ 8.63
Third Quarter...........     $14.50     $10.50
Second Quarter..........     $17.23     $11.63
First  Quarter..........     $11.25     $ 9.63

<CAPTION>
                                    l995
                             -----------------
                              High       Low
                              ----       ---
<S>                          <C>        <C>
Fourth Quarter..........     $13.50     $ 9.75
Third Quarter...........     $15.13     $11.75
Second Quarter..........     $13.38     $ 8.56
First  Quarter..........     $10.63     $ 8.00
</TABLE>

      On  March  19,  1997,  the Company  had  approximately  735
stockholders  of record. The Company has never paid dividends  on
its  Common Stock. The Company currently intends to reinvest  its
earnings for use in the business and does not expect to pay  cash
dividends in the foreseeable future.

ITEMS  6-8.

     The information required for Items 6-8 in this Annual Report
on  Form  10-K  is incorporated by reference from  the  Company's
Annual  Report  to Stockholders for the year ended  December  31,
1996, which is appended to this Annual Report on Form 10-K.  Such
information  contained in the Annual Report  to  Stockholders  is
under  the  headings  "Management's Discussion  and  Analysis  of
Financial  Condition  and  Results of Operations",  "Consolidated
Financial  Statements", "Selected Quarterly Financial  Data"  and
"Five-Year Summary of Selected Financial Data".

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

     Not applicable.
                               10

<PAGE>
                            PART III
                                
ITEMS  10-13.

      The information required for Part III in this Annual Report
on  Form  10-K  is incorporated by reference from  the  Company's
definitive proxy statement for the Company's 1997 Annual  Meeting
of Stockholders. Such information is contained in the sections of
such  proxy  statement captioned "Election of Directors",  "Board
and  Committee  Meetings", "Compensation of Executive  Officers",
"Compensation   of  Directors",  "Stock  Ownership   of   Certain
Beneficial  Owners and Management", "Compliance with  Section  16
Reporting  Requirements" and "Certain Transactions".  Information
regarding executive officers of the Company is also furnished  in
Part  I  of  this  Annual Report on Form 10-K under  the  heading
"Executive Officers of the Registrant".

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

(a)    The following documents are included as part of this Annual
Report  on  Form 10-K or are incorporated by reference  from  the
Company's 1996 Annual Report to Stockholders.

<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
     <C>  <S>                                                       <C>  
     1.   The following financial statements (and related
          notes) of the Company are incorporated by
          reference from the Company's 1996 Annual Report
          to Stockholders.
          
          Consolidated Balance Sheets at December 31,1996           17*
          and 1995
          
          Consolidated Statements of Operations for the             18*
          Years Ended December 31, 1996, 1995 and 1994
          
          Consolidated Statements of Stockholders' Equity for       19*
          the Years Ended December 31, 1996, 1995 and 1994
          
          Consolidated Statements of Cash Flows for the             20*
          Years Ended December 31, 1996, 1995 and 1994
          
          Notes to the Consolidated Financial Statements            21*
          
          Independent Auditors' Report                              29*
          
      *   Refers to page number of 1996 Annual Report to Stockholders
     
     2.   The Schedule listed below and the Independent
          Auditors' Report are filed as part of this Annual
          Report on 10-K.
          
          (i)  Independent Auditors' Report                         S-1
          
          (ii) Schedule VIII - Valuation and Qualifying Accounts    S-2
          
     3.   All other schedules are omitted as the information
          required is inapplicable or the information is
          presented in the consolidated financial statements 
          or the related notes.
          
     4.   The Exhibits listed in the Exhibit Index immediately
          preceding the Exhibits are filed as a part of this
          Annual Report on Form 10-K.
</TABLE>
                                11
<PAGE>

(b)    Reports on Form 8-K.

       No reports on Form 8-K have been filed during the last
       quarter of 1996.

(c)    Exhibits.

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER    DESCRIPTION
--------------   -------------------------------------------

      <C>        <S>                                                 
       3.1       Restated Certificate of Incorporation of the Company.

       3.2       Amendment to the Restated Certificate of Incorporation
                 of the Company.

       3.3       Amended and Restated By-Laws of the Company.

       4         Specimen Certificate of Common Stock of the Company.

      10.1       1991 Restated Stock Option Plan.

      10.2       Amendment to 1991 Restated Stock Option Plan.

      10.3       1991 Outside Directors' Stock Option Plan.

      10.4       Office Lease Standard Form dated November 16, 1989
                 between Rosewood III Associates Limited Partnership 
                 and the Company, First Lease Amendment thereto dated 
                 June 15, 1990 and Second Lease Amendment thereto,
                 dated August 22, 1991.

      10.5       Third Lease Amendment dated October 30, 1991 and Fourth
                 Lease Amendment dated September 17, 1993 to the Office
                 Lease Standard Form dated November 16, 1989 between
                 Rosewood III Associates Limited Partnership and the
                 Company, as amended.

      10.6       Investment Agreement by and among the Company, Transitions
                 Three, Limited Partnership, Eagle Design Automation, Inc.,
                 Gordon B. Hoffman and Geoffrey J. Bunza, dated 
                 December 6, 1994.

      10.7       Shareholders' Agreement by and among the Company, 
                 Transitions Three, Limited Partnership, Eagle Design
                 Automation, Inc., Gordon B. Hoffman and Geoffrey J. 
                 Bunza, dated December 6, 1994.

      10.8       Fifth Lease Amendment dated February 7, 1995 and Sixth
                 Lease Amendment dated February 13, 1996 to the Office Lease
                 Standard Form dated November 16, 1989 between Rosewood III
                 Associates Limited Partnership and the Company, as amended.

      10.9       1996 Outside Director's Stock Option Plan.

      10.10      1996 Employee Stock Purchase Plan.

      10.11      Stock Purchase Agreement among the Company, Silerity, Inc.,
                 and the Stockholders of Silerity, Inc, dated March 27, 1995
                 and the Amendment to that Stock Purchase Agreement dated
                 December 15, 1995.

                                  12
<PAGE>

      10.12      Revolving Credit Agreement dated as of March 1, 1996 between
                 Silicon Valley Bank and the Company.

      10.13      Agreement by and among the Company, Eagle Design Automation,
                 Inc. ("Eagle"), Transitions Three, Limited Partnership and
                 certain of the shareholders of Eagle, dated as of
                 December 17, 1996.

      10.14      Stock Purchase Agreement by and among the Company, Eagle
                 Design Automation, Inc. ("Eagle") and all of the 
                 shareholders of Eagle, dated as of February 19, 1997.

      10.15      Seventh Lease Amendment dated October 30, 1996 to the
                 Office Lease Standard Form dated November 16, 1989 between
                 Rosewood III Associates Limited Partnership and the Company, 
                 as amended.

      11         Statement regarding computations of per share earnings.

      13         Annual Report to Stockholders for the year ended
                 December 31, 1996 which shall not be deemed to be
                 "filed" except for portions expressly incorporated 
                 herein by reference.

      21         Subsidiaries of the Company.

      23         Independent Auditors' Consent.

      27         Financial Data Schedule.
</TABLE>
                               13

<PAGE>
                           SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                   VIEWLOGIC SYSTEMS, INC.

                                   By: /s/ William J. Herman
                                       ----------------------
                                       William J. Herman
                                       President and 
                                       Chief Executive Officer

                                   Date:  March 28, 1997

     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.

<TABLE>
<CAPTION>

Signature                 Title                                  Date
                                                           
<C>                       <S>                              ) <C>
/s/ William J. Herman     President, Chief Executive       )
---------------------     Officer and Director             )
William J. Herman         (principal executive officer)    )
                                                           )
/s/ Ronald R. Benanto     Senior Vice President of Finance,)
---------------------     Chief Financial Officer and      )
Ronald R. Benanto         Treasurer (principal financial   )
                          and accounting officer)          )
                                                           ) March 28, 1997
/s/ Alain J. Hanover      Chairman of the Board            )
--------------------                                       )
Alain J. Hanover                                           )
                                                           )
/s/ Gregory T. George     Director                         )
---------------------                                      )
Gregory T. George                                          )
                                                           )
/s/ Gordon B. Hoffman     Director                         )
---------------------                                      )
Gordon B. Hoffman                                          )
                                                           )
/s/ Larry E. Reeder       Director                         )
-------------------                                        )
Larry E. Reeder                                            )
                                                           )
/s/ Gregory A. White      Director                         )
--------------------                                       )
Gregory A. White                                           )
                                                           )
/s/Allyn C. Woodward,Jr.  Director                         )
------------------------                                   )
Allyn C. Woodward, Jr.                                     )

</TABLE>
                                                       
                                 14
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
    Viewlogic Systems, Inc.

Marlboro, Massachusetts

We have audited the consolidated financial statements of Viewlogic Systems,
Inc. as of 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 dated
January 29, 1997 (February 19, 1997 as to the second paragraph of Note 3);
such consolidated financial statements and report are included in your 1996 
Annual Report to stockholders and are incorporated herein by reference.  Our
audits also included the consolidated financial statement schedule of 
Viewlogic Systems, Inc., listed in Item 14.  This 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 herein.

/s/  Deloitte & Touche LLP

Boston, Massachusetts
January 29, 1997
                                 S-1

                                  15
<PAGE>

                                                               Schedule II

                 VIEWLOGIC SYSTEMS, INC. AND SUBSIDIARIES
                     VALUATION AND QUALIFYING ACCOUNTS
                              (In thousands)
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
               Balance at   Charged to   Charged                  Balance
               beginning    costs and    to other                 at end 
Description    of period    expenses     accounts   Deductions    of period
---------------------------------------------------------------------------

<S>              <C>         <C>                    <C>             <C>
1994
Allowance for
doubtful       
accounts         $  716      $1,803                 $(1,657)(a)     $  862
                 ------      ------                 -----------     ------
1995
Allowance for
doubtful
accounts         $  862      $  589                 $  (236)(a)     $1,215
                 ------      ------                 -----------     ------
1996
Allowance for
doubtful
accounts         $1,215      $  372                 $   (84)(a)     $1,503
                 ------      ------                 -----------     ------
<FN>
 
(a) Represents amounts written off.
</TABLE>
                                  S-2

                                   16
<PAGE>

                          EXHIBIT INDEX
                                
                                
     The following exhibits are filed as part of this Annual
     Report on Form 10-K.
<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER    DESCRIPTION                                             PAGE
------------   ------------------------------------                    ----  

    <C>        <S>                                                       <C>
      3.1(1)   Restated Certificate of Incorporation of the Company.     --

      3.2(2)   Amendment to the Restated Certificate of Incorporation    --
               of the Company.

      3.3(3)   Amended and Restated By-Laws of the Company.              --

      4(3)     Specimen Certificate of Common Stock of the Company.      --

    *10.1(3)   1991 Restated Stock Option Plan.                          --

    *10.2(4)   Amendment to 1991 Restated Stock Option Plan.             --

    *10.3(3)   1991 Outside Directors' Stock Option Plan.                --

     10.4(3)   Office Lease Standard Form dated November 16, 1989
               between Rosewood III Associates Limited Partnership
               and the Company, First Lease Amendment thereto dated
               June 15, 1990 and Second Lease Amendment thereto,
               dated August 22, 1991.                                    --

     10.5(2)   Third Lease Amendment dated October 30, 1991 and 
               Fourth Lease Amendment dated September 17, 1993 to
               the Office Lease Standard Form dated November 16,
               1989 between Rosewood III Associates Limited
               Partnership and the Company, as amended.                  --

     10.6(4)   Investment Agreement by and among the Company,
               Transitions Three, Limited Partnership, Eagle Design
               Automation, Inc., Gordon B. Hoffman and Geoffrey J.
               Bunza, dated December 6, 1994.                            --

     10.7(4)   Shareholders' Agreement by and among the Company,
               Transitions Three, Limited Partnership, Eagle Design
               Automation, Inc., Gordon B. Hoffman and Geoffrey J.
               Bunza, dated December 6, 1994.                            --

     10.8(5)   Fifth Lease Amendment dated February 7, 1995 and
               Sixth Lease Amendment dated February 13, 1996 to the
               Office Lease Standard Form dated November 16, 1989 
               between Rosewood III Associates Limited Partnership
               and the Company, as amended.                              --

    *10.9(5)   1996 Outside Director's Stock Option Plan.                --

    *10.10(5)  1996 Employee Stock Purchase Plan.                        --

     10.11(5)  Stock Purchase Agreement among the Company, Silerity,
               Inc., and the Stockholders of Silerity, Inc, dated
               March 27, 1995 and the Amendment to that Stock
               Purchase  Agreement dated December 15, 1995.              --

                                  17
<PAGE>

     10.12(5)  Revolving Credit Agreement dated as of March 1,
               1996 between Silicon Valley Bank and the Company.         --

     10.13(6)  Agreement by and among the Company, Eagle Design
               Automation, Inc. ("Eagle"), Transitions Three,
               Limited Partnership and certain of the shareholders
               of Eagle, dated as of December 17, 1996.                  --

     10.14(6)  Stock Purchase Agreement by and among the Company,
               Eagle Design Automation, Inc. ("Eagle") and all of
               the shareholders of Eagle, dated as of
               February 19, 1997.                                        --

     10.15     Seventh Lease Amendment dated October 30, 1996 to
               the Office Lease Standard Form dated November 16,
               1989 between Rosewood III Associates Limited
               Partnership and the Company, as amended.                  19

     11        Statement regarding computations of per share 
               earnings.                                                 22

     13        Annual Report to Stockholders for the year ended
               December 31, 1996 which shall not be deemed to be
               "filed" except for portions expressly incorporated
               herein by reference.                                      23
     
     21        Subsidiaries of the Company.                              59

     23        Independent Auditors' Consent.                            60

     27(7)     Financial Data Schedule.                                  --

------------
<FN>
  (1) Incorporated herein by reference to the Company's Annual Report on
      Form 10-K for the year ended December 31, 1991.

  (2) Incorporated herein by reference to the Company's Annual Report on
      Form 10-K for the year ended December 31, 1993.

  (3) Incorporated herein by reference to the Company's Registration
      Statement on Form S-1 (File No. 33-43668).

  (4) Incorporated herein by reference to the  Company's Annual Report on
      Form 10-K for the year ended December 31, 1994.
  
  (5) Incorporated herein by reference to the Company's Annual Report on
      Form 10-K for the year ended December 31, 1995.
  
  (6) Incorporated herein by reference to the Company's Current Report
      on Form 8-K filed on March 5, 1997.
  
  (7) In electronic version only.
  
  *   Management Contract or Compensatory Plan or arrangement filed as
      an exhibit to this Form 10-K pursuant to Items 14(a) and 14(c)
      of Form 10-K.
</TABLE>
                                   18