Autodesk, Inc. — Director's Dealing 2010

Mar 30, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2010-03-26

Reporting Person: MCDOWELL MARY T (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-26	Non-Qualified Stock Options (right to buy)	$29.50	A	50000	Acquired	2017-03-26	Common Stock (50000)	Direct

Footnotes

F1: The option vests over a three-year period beginning on 03/26/2010, at the rate of 17,000 shares on the first anniversary, and 16,500 shares on each of the second and third anniversaries.

F2: Options granted under Autodesk's 2010 Directors' Option Plan.