ANSYS (ANSS)

Explanatory Note

On May 5, 2006, ANSYS, Inc. (“ANSYS”) filed a Form 8-K under Item 2.01 thereto to report the completion of its acquisition of Fluent Inc. In response to parts (a) and (b) of Item 9.01 of such Form 8-K, ANSYS stated that it would file the required financial information by amendment, as permitted by Item 9.01(a)(4) and 9.01(b)(2) to Form 8-K. On July 14, 2006, ANSYS filed a Current Report on Form 8-K/A to amend its Form 8-K filed on May 5, 2006 with the Securities and Exchange Commission, solely in order to provide the required financial information (the “Form 8-K/A”). ANSYS is filing this amendment to the Form 8-K/A in order to revise and clarify certain information provided therein as follows:

Explanatory Note

This Form 10-K/A constitutes Amendment No. 2 to the Registrant’s report on Form 10-K for the period ended December 31, 2005, originally filed on March 9, 2006, as amended by Amendment No. 1, filed on March 31, 2006. We are filing this amendment to our annual report on Form 10-K to include information required by items 10, 11, 12, 13 and 14 to Part III within the period required by General Instruction G(3) to Form 10-K. Except as described above, no other changes have been made to the originally filed Form 10-K and no attempt has been made in this Amendment No. 2 to modify or update disclosures for events that occurred subsequent to the original filing.

Explanatory Note

This Form 10-K/A constitutes Amendment No. 1 to the Registrant’s report on Form 10-K for the period ended December 31, 2005 originally filed on March 9, 2006. The Registrant is filing this Form 10-K/A for the sole purpose of amending the Section 302 certifications. The original Section 302 certifications as filed did not contain the proper internal control language in Item 4. Except as described above, no other changes have been made to the originally filed Form 10-K and no attempt has been made in this Amendment No. 1 to modify or update disclosures for events that occurred subsequent to the original filing.