SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COOK SCOTT D

(Last)

(First)

(Middle)

C/O INTUIT INC.

2700 COAST AVENUE

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTUIT INC [ INTU ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, Executive Committee

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2006

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/28/2006		M		194,200	A	$9	14,094,058	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		1,470	D	$51.5	14,092,588	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		25,000	D	$51.5003	14,067,588	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		4,432	D	$51.5039	14,063,156	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		8,894	D	$51.5065	14,054,262	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		8,604	D	$51.5122	14,045,658	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		25,000	D	$51.5165	14,020,658	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		5,000	D	$51.5315	14,015,658	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		9,742	D	$51.5377	14,005,916	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		2,388	D	$51.57	14,003,528	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		9,958	D	$51.61	13,993,570	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		17,700	D	$51.6302	13,975,870	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		1,712	D	$51.7047	13,974,158	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		13,000	D	$51.7108	13,961,158	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		10,600	D	$51.7116	13,950,558	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		3,000	D	$51.7187	13,947,558	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		6,900	D	$51.7346	13,940,658	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		3,500	D	$51.752	13,937,158	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		15,127	D	$51.7728	13,922,031	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		3,773	D	$51.7924	13,918,258	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		4,872	D	$51.8116	13,913,386	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		8,428	D	$51.8295	13,904,958	I	By Trust⁽¹⁾
Common Stock	03/28/2006		S		5,100	D	$51.9033	13,899,858	I	By Trust⁽¹⁾
Common Stock	03/29/2006		M		5,800	A	$9	13,905,658	I	By Trust⁽¹⁾
Common Stock	03/29/2006		S		5,000	D	$51.5	13,900,658	I	By Trust⁽¹⁾
Common Stock	03/29/2006		S		400	D	$51.51	13,900,258	I	By Trust⁽¹⁾
Common Stock	03/29/2006		S		400	D	$51.53	13,899,858	I	By Trust⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Non-Qualified Stock Option (right to buy)	$9	03/28/2006		M			194,200	⁽³⁾	08/01/2007	Common Stock	194,200	⁽⁴⁾	455,800	D
Employee Non-Qualified Stock Option (right to buy)	$9	03/29/2006		M			5,800	⁽³⁾	08/01/2007	Common Stock	5,800	⁽⁴⁾	450,000	D

Explanation of Responses:

1. Shares held in Trust by the Scott D. Cook and Helen Signe Ostby Family Trust UTA 12/30/93, The Scott D. Cook and Helen Signe Ostby 1994 Charitable Trust UTA DTD 12/30/94, the Scott D. Cook and Helen Signe Ostby 1993 Grantor Retained Annuity Trust. The reporting person is a trustee of each of these trusts. Also includes 1,236 shares in trusts for the benefit of the reporting person's children.

2. Includes the following shares held in trust: 13,732,180 shares held in trust by the Scott D. Cook and Helen Signe Ostby Family Trust UTA 12/30/93; 21,934 shares held in trust by The Scott D. Cook and Helen Signe Ostby 1994 Charitable Trust UTA DTD 12/30/94; and 144,508 shares held by the Scott D. Cook and Helen Signe Ostby 1993 Grantor Retained Annuity Trust. The reporting person is a trustee of each of these trusts. Also includes 1,236 shares in trusts for the benefit of the reporting person's children.

3. 25% of the option shares vested on 8/1/98; thereafter 2.0833% of the option shares vested monthly for the following 36 months such that the option shares were fully vested on 8/1/2001.

4. Reporting person was awarded the option shares in connection with his employment.

Remarks:

	/s/ Tyler R. Cozzens under a Confirming Statement	03/29/2006
	** 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 4 (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.
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