SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Blum Steven M

(Last)

(First)

(Middle)

111 MCINNIS PARKWAY

(Street)

SAN RAFAEL

94903

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/24/2011

3. Issuer Name and Ticker or Trading Symbol
AUTODESK INC [ ADSK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, WW Sales and Services

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	19,310⁽⁹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	02/10/2006⁽¹⁾	02/10/2012	Common Stock	45,000	$29.37	D
Non-Qualified Stock Option (right to buy)	03/09/2007⁽²⁾	03/09/2012	Common Stock	34,000	$8	D
Non-Qualified Stock Option (right to buy)	06/14/2008⁽³⁾	06/14/2013	Common Stock	65,000	$45.29	D
Non-Qualified Stock Option (right to buy)	03/12/2009⁽⁴⁾	03/12/2014	Common Stock	50,000	$32.9	D
Non-Qualified Stock Option (right to buy)	02/02/2010⁽⁵⁾	02/02/2016	Common Stock	55,000	$16.53	D
Non-Qualified Stock Option (right to buy)	03/25/2011⁽⁶⁾	03/24/2017	Common Stock	60,000	$29.49	D
Non-Qualified Stock Option (right to buy)	04/05/2005⁽⁷⁾	04/05/2014	Common Stock	6,090	$17.525	D
Non-Qualified Stock Option (right to buy)	04/05/2005⁽⁸⁾	04/05/2014	Common Stock	38,910	$17.525	D

Explanation of Responses:

1. The option vests in four equal annual installments of 11,250 shares beginning on 2/10/05.

2. The option vests in four equal annual installments of 8,500 shares beginning on 3/9/06.

3. The option vests in four equal annual installments of 16,250 shares beginning on 6/14/07.

4. The option vests in four equal annual installments of 12,500 shares beginning on 3/12/08.

5. The option vests in four equal annual installments of 13,750 shares beginning on 2/2/09.

6. The option vests in four equal annual installments of 15,000 shares beginning on 3/25/10.

7. The option vests over a 4-year period beginning on 4/5/04 at the rate of 0 shares on each of the first, second and third anniversaries, and 6090 shares on the fourth anniversary.

8. The option vests over a 4-year period beginning on 4/5/04 at the rate of 0 shares on each of the first and second anniversaries, and 22,500 shares on the third anniversary, and 16,410 shares on the fourth anniversary.

9. Includes 5,500 restricted stock units that will be fully vested on December 2, 2011, and 10,000 restricted stock units that will be fully vested on December 7, 2012. The Reporting Person is entitled to receive one share of common stock for each restricted stock unit. 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.

	Nancy R. Thiel, Attorney-in-Fact for Steven M. Blum	03/28/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.