Autodesk, Inc. — Director's Dealing 2011

May 24, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2011-05-23

Reporting Person: Hawkins Mark J (Exec. VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-23	Common Stock	M	37500	$19.01	Acquired	92546	Direct
2011-05-23	Common Stock	S	37500	$41.4531	Disposed	55046	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-23	Incentive Stock Option (right to buy)	$19.01	M	5260	Disposed	2016-04-27	Common Stock (5260)	Direct
2011-05-23	Non-Qualified Stock Option (right to buy)	$19.01	M	32240	Disposed	2016-04-27	Common Stock (32240)	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 March 10, 2010.

F2: The option vests in four equal annual installments of 5,260 each, beginning on April 27, 2009.

F3: The option vests in four equal annual installments of 32,240 each, beginning on April 27, 2009.

F4: All trades occurred within the following one dollar price range: $41.32 through $41.6417. The reported price is the weighted average for trades within this range.