Autodesk, Inc. — Director's Dealing 2011

Jan 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2011-01-03

Reporting Person: Bhatt Jay (Sr. VP, AEC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-03	Common Stock	S	10000	$39.286	Disposed	42261	Direct

Footnotes

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

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

F3: All trades occurred within the following one dollar price range: $38.93 through $39.55. The reported price is the weighted average for trades within this range.