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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * BARTZ CAROL   2. Issuer Name and Ticker or Trading Symbol AUTODESK INC [ADSK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) 111 MCINNIS PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 12/05/2005 (Street) SAN RAFAEL, CA 94903 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 12/05/2005   M   33,056 A $ 7.4219 1,033,985 D   Common Stock 12/05/2005   S(1)   10,000 D $ 42.2178 1,023,985 D   Common Stock 12/05/2005   S(1)   10,000 D $ 42.6411 1,013,985 D   Common Stock 12/05/2005   S(1)   10,000 D $ 42.7978 1,003,985 D   Common Stock 12/05/2005   S(1)   3,056 D $ 42.533 1,000,929 D   Common Stock 12/05/2005   M   16,944 A $ 7.875 1,017,873 (3) D   Common Stock 12/05/2005   S(1)   6,944 D $ 42.533 1,010,929 (3) D   Common Stock 12/05/2005   S(1)   10,000 D $ 42.5866 1,000,929 (3) D

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 7.4219

12/05/2005

M

33,056

09/14/2004(2)

09/14/2010

Common Stock

33,056

$ 0

0

D

Non-Qualified Stock Option (right to buy)

$ 7.875

12/05/2005

M

16,944

09/20/2002(5)

09/20/2011

Common Stock

16,944

$ 0

783,056 (4)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BARTZ CAROL 111 MCINNIS PARKWAY SAN RAFAEL, CA 94903	X		Chairman, President and CEO

Signatures

Nancy R. Thiel, Attorney-in-fact for Carol Bartz		12/05/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 31, 2005.
(2)	The option vests over a four-year period beginning on 09/14/2000 at the rate of 190,000 shares on the first and second anniversaries, 176,528 shares on the third and fourth anniversaries.
(3)	The total number of shares reported as beneficially owned includes shares that reflect the 2-for-1 stock split payable on December 20, 2004 to shareholders of record on December 6, 2004.
(4)	Includes shares issued in connection with the 2-for-1 stock split payable on December 20, 2004 to shareholders of record on December 6, 2004.
(5)	The option vests in four equal annual installments of 200,000 shares each beginning on September 20, 2001.

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