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                              FORM OF AMENDMENT
                                     OF
                        CERTIFICATE OF INCORPORATION
                                     OF
                        CADENCE DESIGN SYSTEMS, INC.

                       TO BE APPROVED BY STOCKHOLDERS

      The undersigned, William Porter, the Vice President and Corporate 
Controller of Cadence Design Systems, Inc., a corporation duly organized 
and existing under the laws of the State of Delaware [hereinafter referred to 
as the "Corporation"), does hereby certify that the following amendment of 
the Certificate of Incorporation of the following amendment of the 
Certificate of Incorporation of the Corporation, as heretofore amended, has 
been duly adopted by the Board of Directors and the stockholders in 
accordance with the provisions of Section 242 of the General Corporation Law 
of the State of Delaware, said amendment being effected by deleting the 
introductory paragraph of Article IV of said Certificate of Incorporation, 
as heretofore amended, and substituting in lieu thereof a new introductory 
paragraph reading as follows:

      "The total number of shares of all classes of stock which the 
      Corporation shall have authority to issue is 300,400,000, consisting of
      (1) 300,000,000 shares of Common Stock, par value $.01 per share 
      (hereinafter referred to as "Common Stock") and (2) 400,000 shares of
      Preferred Stock, par value $.01 per share (hereinafter called the 
      "Preferred Stock").

      IN WITNESS WHEREOF, the undersigned has made this certificate under the 
seal of the Corporation and has signed the same as Vice President and 
Corporate Controller thereof this 22 day of August, 1997.

                                       /s/ William Porter
                                       ---------------------------------------
                                       Name: William Porter
                                       Title: Vice President and Corporate
                                       Controller


Attest:


/s/ Kevin Palatnik
-----------------------------------------
Name: Kevin Palatnik
Title: Vice President, Corporate Financial and Analysis

