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: Di Fronzo Pascal W (Sr. VP, Gen'l Counsel & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-03	Common Stock	M	2805	$29.37	Acquired	31776	Direct
2011-01-03	Common Stock	S	2805	$39.37	Disposed	28971	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-03	Non-Qualified Stock Option (right to buy)	$29.37	M	2805	Disposed	2012-02-10	Common Stock (2805)	Direct

Footnotes

F1: The option vested in annual installments over a three-year period beginning on February 10, 2005, and was fully vested as of the Transaction Date.

F2: 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.

F3: Includes shares acquired on March 31, 2010 and September 30, 2010 pursuant to the Issuer's Employee Stock Purchase Plan.