Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Blum Steven M
2. Date of Event Requiring Statement (Month/Day/Year)
03/24/2011
3. Issuer Name and Ticker or Trading Symbol
AUTODESK INC [ADSK]
(Last)
(First)
(Middle)
111 MCINNIS PARKWAY
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 Original Filed(Month/Day/Year)
(Street)

SAN RAFAEL, CA 94903
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Blum Steven M
111 MCINNIS PARKWAY
SAN RAFAEL, CA 94903
      Sr. VP, WW Sales and Services  

Signatures

Nancy R. Thiel, Attorney-in-Fact for Steven M. Blum 03/28/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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