X0202 4 2005-11-03 0 0000769397 AUTODESK INC ADSK 0001197640 BARTZ CAROL 111 MCINNIS PARKWAY SAN RAFAEL CA 94903 1 1 0 0 Chairman, President and CEO Common Stock 2005-11-03 4 M 0 50000 7.4219 A 1050929 D Common Stock 2005-11-03 4 S 0 10000 47.1448 D 1040929 D Common Stock 2005-11-03 4 S 0 10000 46.8445 D 1030929 D Common Stock 2005-11-03 4 S 0 10000 46.2879 D 1020929 D Common Stock 2005-11-03 4 S 0 10000 46.2621 D 1010929 D Common Stock 2005-11-03 4 S 0 10000 46.4192 D 1000929 D Non-Qualified Stock Option (right to buy) 7.4219 2005-11-03 4 M 0 50000 0 D 2003-09-14 2010-09-14 Common Stock 50000 233056 D The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 31, 2005. The option vests over a four-year period beginning on 09/14/2000 at the rate of 190,000 shares on the first and second anniversaries, 176,528 shares on the third and fourth anniversaries. Nancy R. Thiel, Attorney-in-fact for Carol Bartz 2005-11-03