Autodesk, Inc. — Director's Dealing 2010

Nov 24, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2010-11-23

Reporting Person: Kross Robert (Sr. VP, MFG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-23	Common Stock	M	4998	$6.435	Acquired	28900	Direct
2010-11-23	Common Stock	S	4998	$34.29	Disposed	23902	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-23	Non-Qualified Stock Option (right to buy)	$6.435	M	4998	Disposed	2012-08-13	Common Stock (4998)	Direct

Footnotes

F1: Includes shares acquired on September 30, 2010, pursuant to the Issuers's Employee Stock Purchase Plan.

F2: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 31, 2010.

F3: The option was fully vested and exercisable as of the Transaction Date.