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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 17, 2006

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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 of       (Commission            (IRS Employer
         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 17, 2006, Autodesk, Inc. issued a press release reporting
selected financial results for the three months ended July 31, 2006. The press
release is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(d)  EXHIBITS.

EXHIBIT NO.   DESCRIPTION
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99.1          Press release dated as of August 17, 2006, entitled "Autodesk
              Reports Record Revenues of $450 Million."



                                   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/ PASCAL W. DI FRONZO
                                                   -----------------------------
                                                   Pascal W. Di Fronzo
                                                   Vice President,
                                                   General Counsel and Secretary

Date:  August 17, 2006



                                  EXHIBIT INDEX

EXHIBIT NO.   DESCRIPTION
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99.1          Press release dated as of August 17, 2006, entitled "Autodesk
              Reports Record Revenues of $450 Million."