Autodesk, Inc. — Director's Dealing 2011

May 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2011-05-02

Reporting Person: Bradshaw Christopher (Sr VP, Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-02	Common Stock	M	5000	$29.37	Acquired	47896	Direct
2011-05-02	Common Stock	S	5000	$45.32	Disposed	42896	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-02	Non-Qualified Stock Option (right to buy)	$29.37	M	5000	Disposed	2012-02-10	Common Stock (5000)	Direct

Footnotes

F1: The option vests in equal annual installments of 12,500 shares each over a 4-year period beginning on February 10, 2005.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 16, 2010.