Edgar Filing: AUTODESK INC

Ownership Submission

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

STERLING MARCIA K

2. Issuer Name and Ticker or Trading Symbol
AUTODESK INC [ADSK]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr. VP Gen Counsel, Secretary

(Last)

(First)

(Middle)

111 MCINNIS PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2005

(Street)

SAN RAFAEL, CA 94903

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/21/2005		M		15,000	A	$ 7.365	39,610 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		200	D	$ 29.57	39,410 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		300	D	$ 29.52	39,110 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		300	D	$ 29.28	38,810 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		100	D	$ 29.27	38,710 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		100	D	$ 29.25	38,610 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		200	D	$ 29.23	38,410 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		100	D	$ 29.21	38,310 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		700	D	$ 29.18	37,610 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		200	D	$ 29.17	37,410 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		1,100	D	$ 29.16	36,310 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		300	D	$ 29.15	36,010 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		400	D	$ 29.12	35,610 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		100	D	$ 29.1	35,510 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		100	D	$ 29.08	35,410 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		900	D	$ 29.06	34,510 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		900	D	$ 29.05	33,610 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		600	D	$ 29.04	33,010 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		500	D	$ 29.03	32,510 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		400	D	$ 29.01	32,110 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		100	D	$ 29	32,010 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		1,600	D	$ 28.99	30,410 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		300	D	$ 28.98	30,110 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		100	D	$ 28.96	30,010 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		200	D	$ 28.95	29,810 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		400	D	$ 28.94	29,410 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		200	D	$ 28.93	29,210 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		100	D	$ 28.92	29,110 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		400	D	$ 28.91	28,710 ⁽²⁾	D
Common Stock	03/21/2005		S⁽³⁾		100	D	$ 28.88	28,610 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 7.365

03/21/2005

15,000

03/13/2005⁽¹⁾

03/13/2013

Common Stock

15,000

$ 0

16,424 ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STERLING MARCIA K 111 MCINNIS PARKWAY SAN RAFAEL, CA 94903			Sr. VP Gen Counsel, Secretary

Signatures

Nancy R. Thiel, Attorney-in-fact for Marcia K. Sterling		03/23/2005
^**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)	The option vests over a 4-year period beginning on 03/13/2003 at the rate of 15,000 shares on each of the first, second and third anniversaries, and 1,424 shares on the fourth anniversary.
(2)	The total number of shares reported as beneficially owned includes shares that reflect the 2-for-1 stock split payable on December 20, 2004 to shareholders of record on December 6, 2004.
(3)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2005.
Remarks: Due to a limitation of only 30 allowable line items in Table 1 on this Form 4 dated 03/23/2005 for Ms. Sterling, the additional line item entries in Table 1 have been reported on an additional Form 4 also dated 03/23/2005.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.