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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported)

                                 AUGUST 18, 2005

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                                 AUTODESK, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                   000-14338                 94-2819853
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 (State or other jurisdiction        (Commission              (IRS Employer
      of incorporation)              File Number)          Identification No.)

                               111 McInnis Parkway
                          San Rafael, California 94903
          (Address of principal executive offices, including zip code)

                                 (415) 507-5000
              (Registrant's telephone number, including area code)


          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On August 18, 2005, Autodesk, Inc. issued a press release reporting its
results for the three and six months ended July 31, 2005. The press release is
filed herewith as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c)  EXHIBITS.

EXHIBIT NO.    DESCRIPTION
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99.1           Press Release, dated as of August 18, 2005, entitled "Autodesk
               Reports Record Revenues of $373 Million; Raises Guidance for 
               Fiscal 2006."

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                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     AUTODESK, INC.

                                     By:/s/ Andrew D. Miller
                                        ----------------------------------------
                                        Andrew D. Miller
                                        Vice President, Chief Accounting Officer
                                        and Corporate Controller
                                        (Principal Accounting Officer and Duly
                                        Authorized Officer)

Date:  August 18, 2005

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                                  EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION
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99.1           Press Release, dated as of August 18, 2005, entitled "Autodesk
               Reports Record Revenues of $373 Million; Raises Guidance for 
               Fiscal 2006."

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