FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Modi Nimish Harsukh   2. Issuer Name and Ticker or Trading Symbol CADENCE DESIGN SYSTEMS INC [CDNS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) Sr. Vice President - R&D (Last) (First) (Middle) 2655 SEELY AVENUE, BLDG 5 3. Date of Earliest Transaction (Month/Day/Year) 02/05/2009 (Street) SAN JOSE, CA 95134 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               11,741 I (2) Held by Trust (1) Common Stock 02/05/2009   A   30,000 (3) A $ 0 61,531 D (4)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 4.2

02/05/2009

A

200,000

(5)

02/05/2016

Common Stock

200,000

$ 0

200,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Modi Nimish Harsukh 2655 SEELY AVENUE, BLDG 5 SAN JOSE, CA 95134			Sr. Vice President - R&D

Signatures

James J. Cowie, Attorney-in-Fact for Nimish H. Modi		02/09/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These securities are held by The Modi Family Revocable Trust dated 2/14/2007, with Nimish Modi and Parul Modi as trustees.
(2)	Reflects a correction of an administrative error contained in the Form 3 filed on November 6, 2008, which included 25,500 shares held directly by the reporting person.
(3)	Incentive Stock Award vests every 6 months over a 3-year term, subject to the achievement of certain performance criteria.
(4)	Beneficial ownership includes 6,031 shares of common stock acquired by the reporting person through the Cadence Design Systems, Inc. Employee Stock Purchase Plan on January 30, 2009. Also reflects an increase in direct ownership per Footnote 2 above.
(5)	Stock Option vests at a rate of 1/48th per month.

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