Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on
June 10, 2014





  Meeting Information
Meeting Type: Annual Meeting
  For holders as of: April 11, 2014
Date: June 10, 2014                   Time: 2:30 PM PDT
Location:  The Landmark
  One Market Street,
2nd Floor
San Francisco, CA 94105

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

 Before You Vote 
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
I. Combined Document
How to View Online:
Have the information that is printed in the box marked by the arrow  è XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
                                    1) BY INTERNET:       www.proxyvote.com
                                    2) BY TELEPHONE:   1-800-579-1639
                                    3) BY E-MAIL*:            sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow  è XXXX XXXX XXXX  (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 27, 2014 to facilitate timely delivery.
 How To Vote 
Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow è XXXX XXXX XXXX  available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting items
The Board of Directors recommends you vote FOR the following:

1. Election of Directors
1a. Carl Bass
1b. Crawford W. Beveridge
1c. J. Hallam Dawson
1d. Thomas Georgens
1e. Per-Kristian Halvorsen
1f. Mary T. McDowell
1g. Lorrie M. Norrington
1h. Betsy Rafael
1i. Stacy J. Smith
1j. Steven M. West

The Board of Directors recommends you vote FOR proposals 2, 3 and 4.

2 Ratify the appointment of Ernst & Young LLP as Autodesk, Inc.'s independent registered public accounting firm for the fiscal year ending January 31, 2015.

3 Approve, on an advisory (non-binding) basis, the compensation of Autodesk, Inc.'s named executive officers.
4 Approve the Autodesk, Inc. Executive Incentive Plan, as amended, pursuant to Section 162(m) of the Internal Revenue Code.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.