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: Bado George M (Exec. VP, Sales and Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-26	Common Stock	A	282	—	Acquired	59476	Direct
2010-03-26	Common Stock	A	847	—	Acquired	60323	Direct
2010-03-26	Common Stock	F	12	$29.50	Disposed	60311	Direct

Footnotes

F1: The Reporting Person is entitled to receive one share of Common Stock for each Restricted Stock Unit. These are Restricted Stock Units that will be fully vested on March 6, 2013, with a distribution date also on March 6, 2013. In the event the Reporting Person ceases to be a Section 16 Reporting Officer before these shares are fully vested they will be forfeited to the Issuer.

F2: The Reporting Person is entitled to receive one share of Common Stock for each Restricted Stock Unit. These are Restricted Stock Units that will be fully vested on March 26, 2010, with a distribution date on March 6, 2013. In the event the Reporting Person ceases to be a Section 16 Reporting Officer, these shares will be distributed immediately.

F3: Reflects a non-market disposition; shares were withheld by the Issuer to fulfill the Reporting Person's tax obligations.