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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)


                          Cadence Design Systems, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                          Common Stock, par value $0.01
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    127387108
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 2008
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

          [_]  Rule 13d-1(b)

          [X]  Rule 13d-1(c)

          [_]  Rule 13d-1(d)

----------

     The  information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but  shall be  subject  to all other  provisions  of the Act  (however,
see the Notes).



CUSIP No.    127387108
            ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Ahmet H. Okumus

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Republic of Turkey

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     7,304,889

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     7,304,889

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     7,304,889

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     2.9%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN

________________________________________________________________________________



CUSIP No.    127387108
            ---------------------

Item 1(a).  Name of Issuer:


            Cadence Design Systems, Inc.
            ____________________________________________________________________

      (b).  Address of Issuer's Principal Executive Offices:

            2655 Seely Avenue, Building 5
            San Jose, California 95134
            ____________________________________________________________________


Item 2(a).  Names of Persons Filing:

            Ahmet H. Okumus
            ____________________________________________________________________

      (b).  Address of Principal Business Office, or if None, Residence:

            850 Third Avenue, 10th Floor
            New York, New York 10022
            ____________________________________________________________________

      (c).  Citizenship:

            Ahmet H. Okumus - Republic of Turkey
            ____________________________________________________________________

      (d).  Title of Class of Securities:


            Common Stock, par value $0.01 (the "Common Stock")

            ____________________________________________________________________

      (e).  CUSIP Number:


            127387108
            ____________________________________________________________________


Item 3.     If This Statement  is filed  pursuant to ss.240.13d-1(b) or
            240.13d-2(b), or (c), check whether the person filing is a:

     (a)  [_]  Broker or dealer registered under Section 15 of the Exchange Act
               (15 U.S.C. 78c).

     (b)  [_]  Bank as defined in Section 3(a)(6) of the Exchange Act (15
               U.S.C. 78c).

     (c)  [_]  Insurance  company as defined in Section 3(a)(19) of the Exchange
               Act (15 U.S.C. 78c).

     (d)  [_]  Investment  company  registered under Section 8 of the Investment
               Company Act of 1940 (15 U.S.C. 80a-8).

     (e)  [_]  An investment adviser in accordance with
               s.240.13d-1(b)(1)(ii)(E);

     (f)  [_]  An employee  benefit plan or endowment  fund in  accordance  with
               s.240.13d-1(b)(1)(ii)(F);

     (g)  [_]  A parent  holding  company or control  person in accordance  with
               Rule 13d-1(b)(1)(ii)(G);

     (h)  [_]  A savings  association  as defined in Section 3(b) of the Federal
               Deposit Insurance Act (12 U.S.C.1813);

     (i)  [_]  A  church  plan  that  is  excluded  from  the  definition  of an
               investment  company  under  Section  3(c)(14)  of the  Investment
               Company Act of 1940 (15 U.S.C. 80a-3);

     (j)  [_]  Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          Ahmet H. Okumus - 7,304,889
          ______________________________________________________________________

     (b)  Percent of class:

           Ahmet H. Okumus - 2.9%
      ______________________________________________________________________

     (c)  Number of shares as to which the person has:

            Ahmet H. Okumus

          (i)   Sole power to vote or to direct the vote               0
                                                        _______________________,


          (ii)  Shared power to vote or to direct the vote      7,304,889
                                                          _____________________,


          (iii) Sole power to dispose or to direct the                 0
                disposition of                            _____________________,


          (iv)  Shared power to dispose or to direct the       7,304,889
                disposition of                            _____________________.


Item 5.  Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].


         _______________________________________________________________________


Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified.  A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

            Not applicable
         _______________________________________________________________________


Item 7.  Identification and  Classification of the Subsidiary Which Acquired the
         Security  Being  Reported on by the Parent  Holding  Company or Control
         Person.

            Not applicable.
         _______________________________________________________________________


Item 8.  Identification  and  Classification  of Members of the Group.

            Not applicable.
         _______________________________________________________________________


Item 9.  Notice of Dissolution of Group.

            Not applicable.
          ______________________________________________________________________

Item 10.  Certification.


          By signing  below I certify that, to the best of my  knowledge  and
          belief, the securities referred to above were not acquired and are not
          held for the purpose of or with the effect of changing or  influencing
          the control of the issuer of the  securities and were not acquired and
          are not held in connection with or as a participant in any transaction
          having such purpose or effect.



                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


Date: February 13, 2009


                                    /s/ Ahmet H. Okumus*
                                    _____________________________
                                        Ahmet H. Okumus


* The Reporting Person disclaims beneficial ownership in the Common Stock,
   except to the extent of his pecuniary interest therein.

Attention.  Intentional  misstatements  or omissions of fact constitute  federal
criminal violations (see 18 U.S.C. 1001).



SK 21952 0001 963992