Autodesk, Inc. - Director's Dealing 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2010-06-18

Reporting Person: Hawkins Mark J (Exec. VP and CFO)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-06-18	Common Stock	M	5260	$19.01	Acquired	38719	Direct
2010-06-18	Common Stock	M	32240	$19.01	Acquired	70959	Direct
2010-06-18	Common Stock	S	37500	$29.01	Disposed	33459	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-06-18	Incentive Stock Option (right to buy)	$19.01	M	5260	Disposed	2016-04-27	Common Stock (5260)	Direct
2010-06-18	Non-Qualified Stock Option (right to buy)	$19.01	M	32240	Disposed	2016-04-27	Common Stock (32240)	Direct

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 10, 2010.

F2: Includes shares acquired on March 31, 2010, pursuant to the Issuer's Employee Stock Purchase Plan.

F3: The option vests in four equal annual installments of 5,260 each, beginning on April 27, 2009.

F4: The option vests in four equal annual installments of 32,240 each beginning on April 27, 2009.