<PAGE>

                            SCHEDULE 14A INFORMATION
 
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Filed by the Registrant [X]
 
Filed by a Party other than the Registrant [_]
 
Check the appropriate box:
 
[_] Preliminary Proxy Statement
 
[X] Definitive Proxy Statement
 
[_] Definitive Additional Materials
 
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
 
                                AUTODESK, INC.
- - --------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)

                                Sandra D. Marin
- - --------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)
 
Payment of Filing Fee (check the appropriate box):
 
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
 
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
    14a-6(i)(3).
 
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
    (1) Title of each class of securities to which transaction applies:
 
        ________________________________________________________________________

    (2) Aggregate number of securities to which transaction applies:
 
        ________________________________________________________________________
 
    (3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11:*
 
        ________________________________________________________________________
 
    (4) Proposed maximum aggregate value of transaction:
 
        ________________________________________________________________________
- - --------
*Set forth the amount on which the filing fee is calculated and state how it was
 determined.
 
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.
 
    (1) Amount previously paid:_________________________________________________
 
    (2) Form, Schedule or Registration Statement No.:___________________________
 
    (3) Filing Party:___________________________________________________________
 
    (4) Date Filed:_____________________________________________________________
 
Notes:
 


<PAGE>
 
                                 AUTODESK INC.
 
                               ----------------
 
                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
 
                          TO BE HELD OCTOBER 13, 1994
 
TO THE STOCKHOLDERS OF AUTODESK, INC.
 
  A Special Meeting (the "Meeting") of the stockholders of Autodesk, Inc. (the
"Company"), a Delaware corporation, will be held at the Company's offices at
4000 Civic Center Drive, San Rafael, California on Thursday, October 13, 1994
at 10:30 a.m., local time, for the following purposes, as more fully described
in the accompanying Proxy Statement:
 
    1. To consider and vote upon a proposal to amend the Company's
  Certificate of Incorporation to increase the number of authorized shares of
  Common Stock of the Company, $0.01 par value per share, from 50,000,000 to
  100,000,000 in order to effect a two-for-one split of the Common Stock of
  the Company in the form of a 100 percent Common Stock dividend.
 
    2. To transact such other business as may properly come before the
  Meeting or any adjournment or postponement thereof.
 
  The close of business on September 16, 1994 has been fixed by the Board of
Directors as the record date for the determination of stockholders entitled to
notice of, and to vote at, the Meeting. Any stockholder attending the Meeting
may vote in person, even if such stockholder previously signed and returned a
proxy.
 
                                     FOR THE BOARD OF DIRECTORS,
 
                                     /s/ Sandra D. Marin
                                     Sandra D. Marin
                                     Vice President, General Counsel and
                                     Corporate Secretary
 
Sausalito, California
September 22, 1994
 
  WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE MARK, SIGN AND DATE
THE ENCLOSED FORM OF PROXY AND MAIL IT IN THE ENCLOSED RETURN ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, SO THAT YOUR VOTE CAN BE
RECORDED.

<PAGE>
 
                                 AUTODESK, INC.
 
                               ----------------
 
            PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS
 
  The enclosed Proxy is solicited on behalf of the Board of Directors of
Autodesk, Inc. (the "Company") for use at the Company's Special Meeting of
Stockholders (the "Meeting") to be held Thursday, October 13, 1994 at 10:30
a.m., local time, or at any adjournment or postponement thereof, for the
purposes set forth herein and in the accompanying Notice of Special Meeting of
Stockholders. The Meeting will be held at the Company's offices at 4000 Civic
Center Drive, San Rafael, California.
 
  The Company's principal executive offices are located at 2320 Marinship Way,
Sausalito, California 94965. The telephone number at that address is (415) 
332-2344.
 
  These proxy solicitation materials were mailed on or about September 22, 1994
to all stockholders entitled to vote at the Meeting.
 
                 INFORMATION CONCERNING SOLICITATION AND VOTING
 
RECORD DATE AND SHARES OUTSTANDING
 
  Stockholders of record at the close of business on September 16, 1994 are
entitled to notice of, and to vote at, the Meeting. At the record date
23,454,949 shares of the Company's Common Stock were issued and outstanding and
entitled to vote at the Meeting.
 
REVOCABILITY OF PROXIES
 
  Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date or by attending the Meeting and voting in person.
 
VOTING
 
  The presence, in person or by proxy, of the holders of a majority of all the
aggregate outstanding shares of Common Stock entitled to vote at the Meeting is
necessary to constitute a quorum at the Meeting or any adjournments thereof.
The affirmative vote of the holders of a majority of the outstanding shares of
Common Stock is required to approve the only matter scheduled to be voted on at
the Meeting: the amendment of the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 50,000,000 to
100,000,000 in order to effect a two-for-one stock split in the form of a 100
percent Common Stock dividend. Votes cast in person or by proxy will be
tabulated by the election inspectors appointed for the Meeting.
 
  The Company intends to include abstentions and broker non-votes as present or
represented for purposes of establishing a quorum for the transaction of
business, but to exclude broker non-votes from the calculation of shares
entitled to vote with respect to any proposal for which authorization to vote
was withheld.
 
  The cost of this solicitation will be borne by the Company. The Company has
retained Georgeson & Company, Inc. to assist in the solicitation of proxies at
an estimated fee of $6,000 plus reimbursement of reasonable expenses. In
addition, the Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in forwarding
solicitation material to such beneficial owners. Proxies also may be solicited
by certain of the Company's directors, officers and employees, without
additional compensation, personally or by telephone or telegram.

<PAGE>
 
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
 
  Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the Company's 1995 Annual Meeting must be received by
the Corporate Secretary of the Company no later than January 18, 1995 in order
to be included in the proxy soliciting materials relating to that meeting.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
  The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of September 16, 1994 (i) by each
person who is known by the Company to own beneficially more than five percent
(5%) of the Company's Common Stock, (ii) by each of the Company's directors,
(iii) by each of the Company's five most highly compensated executive officers
who served as executive officers at January 31, 1994 and (iv) by all directors
and executive officers who served as directors or executive officers at
January 31, 1994 as a group.
 

<TABLE>
<CAPTION>
                                                                SHARES BENEFICIALLY
                                                                       OWNED
                 DIRECTORS, OFFICERS AND                     ------------------------
              FIVE PERCENT (5%) SHAREHOLDERS                   NUMBER        PERCENT
              ------------------------------                 ----------     ---------
<S>                                                          <C>            <C>
PRINCIPAL SHAREHOLDERS
The Prudential Insurance Company of America(1)
 751 Broad Street
 Newark, New Jersey 07102.................................    1,906,000     8.13%
Fund Asset Management L.P. and
Merrill Lynch Asset Management, L.P.(2)
 800 Scudders Mill Road
 Plainsboro, New Jersey 08536.............................    1,503,757     6.41%
T. Rowe Price Associates ("TRP")(3)
 110 East Pratts
 Baltimore, MD 21202......................................    1,441,936     6.15%
Massachusetts Financial Services Company ("MFS")(4)
 Boston, MA 02116 ........................................    1,353,300     5.77%
DIRECTORS
  Carol A. Bartz(5).......................................      431,014     1.84%
  Mark A. Bertelsen(6)....................................        4,779        *
  Crawford W. Beveridge(7)................................        2,779        *
  J. Hallam Dawson(8).....................................        9,212        *
  Gregory P. Lutz(9)......................................      129,637        *
  Jim C. Warren(10).......................................        9,112        *
OTHER EXECUTIVE OFFICERS
  Dominic J. Gallello(11).................................       60,000        *
  Eric B. Herr(12)........................................       99,014        *
  Godfrey R. Sullivan(13).................................       30,648        *
  Michael E. Sutton(14)...................................       30,484        *
All directors and executive officers as a group 
 (13 persons)(15).........................................      880,202     3.75%
</TABLE>

- - --------
  *Less than 1%
 
(1) Based on a Schedule 13F filed with the Securities and Exchange Commission
    ("SEC") at June 30, 1994, The Prudential Insurance Company of America held
    sole voting power and dispositive power as to 321,300 of such shares, and
    held shared voting power as to 1,328,300 of such shares and shared
    dispositive power as to 1,584,700 of such shares.
 
(2) Based on a Schedule 13F filed with the SEC at June 30, 1994, Fund Asset
    Management L.P. and Merrill Lynch Asset Management, L.P. held sole voting
    power as to 1,500,000 shares; 3,757 shares, respectively and shared
    dispositive power as to all such shares.
 
                                       2

<PAGE>
 
(3)  Based on a Schedule 13F filed with the SEC at June 30, 1994, T. Rowe Price
     Associates held sole voting power as to 27,600 of such shares and shared
     dispositive powers as to all such shares.
(4)  Based on a Schedule 13F filed with the SEC at June 30, 1994, MFS held sole
     voting power and dispositive power as to 115,900 of such shares and held
     shared voting power as to 1,099,600 of such shares.
(5)  Includes options to purchase 430,000 shares of Common Stock exercisable
     within 60 days of September 16, 1994.
(6)  Includes options to purchase 4,179 shares of Common Stock exercisable
     within 60 days of September 16, 1994.
(7)  Includes options to purchase 2,779 shares of Common Stock exercisable
     within 60 days of September 16, 1994.
(8)  Includes options to purchase 9,112 shares of Common Stock exercisable
     within 60 days of September 16, 1994.
(9)  Includes options to purchase 1,784 shares of Common Stock exercisable
     within 60 days of September 16, 1994.
(10) Includes options to purchase 9,112 shares of Common Stock exercisable
     within 60 days of September 16, 1994.
(11) Includes options to purchase 60,000 shares of Common Stock exercisable
     within 60 days of September 16, 1994.
(12) Includes options to purchase 98,000 shares of Common Stock exercisable
     within 60 days of September 16, 1994.
(13) Includes options to purchase 30,000 shares of Common Stock exercisable
     within 60 days of September 16, 1994.
(14) Includes options to purchase 29,560 shares of Common Stock exercisable
     within 60 days of September 16, 1994.
(15) Includes options to purchase 753,000 shares of Common Stock exercisable
     within 60 days of September 16, 1994.
 
                                 PROPOSAL ONE
 
                       APPROVAL OF INCREASE IN NUMBER OF
                       AUTHORIZED SHARES OF COMMON STOCK
 
  The Board of Directors has adopted, subject to stockholder approval, an
amendment to the Company's Certificate of Incorporation to increase the
Company's authorized number of shares of Common Stock from 50,000,000 to
100,000,000 (the "Amendment"). The text of the Amendment is set forth in
Exhibit A to this Proxy Statement. Subject to stockholder approval of the
Amendment, the Company will then effect a two-for-one split of the Common
Stock in the form of a 100 percent Common Stock dividend (the "Stock Split"),
to be paid October 28, 1994 to the holders of record as of October 14, 1994.
In connection with the Stock Split, the numbers of shares of Common Stock
subject to outstanding options and reserved for issuance under the Company's
various stock option and stock purchase plans would be proportionately
adjusted pursuant to the terms of such plans to reflect the Stock Split
described above, and the exercise prices of outstanding options thereunder
would be proportionately reduced. The objectives of the Stock Split are to
lower the market price of the Company's Common Stock and to increase its
trading activity, each of which is expected to increase the liquidity and
broaden the marketability of the Common Stock. For these reasons, the Board of
Directors has determined that the Stock Split would be in the best interests
of the Company and its stockholders. The proposed increase in the number of
authorized shares of Common Stock would provide shares of Common Stock
necessary to effect the Stock Split. The additional shares of Common Stock
authorized but not required to effect the Stock Split would be available for
issuance from time to time by the Board of Directors without further
stockholder action.
 
  The additional Common Stock to be authorized by adoption of the Amendment
would have rights identical to the currently outstanding Common Stock of the
Company. Adoption of the proposed Amendment and issuance of the Common Stock
would not affect the rights of the holders of currently outstanding Common
Stock of the Company, except for effects incidental to increasing the number
of shares of the Company's Common Stock outstanding. If the Amendment is
adopted, it will become effective upon filing of a Certificate of Amendment of
the Company's Certificate of Incorporation with the Secretary of State of the
State of Delaware.
 
 
                                       3

<PAGE>
 
  In addition to the 23,454,949 shares of Common Stock outstanding at September
16, 1994, the Board has reserved 1,300,000 shares for issuance upon exercise of
options rights granted under the Company's stock option and stock purchase
plans.
 
  The affirmative vote of the holders of a majority of the outstanding shares
of the Common Stock entitled to vote will be required to approve this Amendment
to the Company's Certificate of Incorporation. As a result, abstentions and
broker non-votes will have the same effect as negative votes.
 
                       THE BOARD OF DIRECTORS UNANIMOUSLY
                  RECOMMENDS A VOTE IN FAVOR OF PROPOSAL ONE.
 
 
                                 OTHER MATTERS
 
  The Board of Directors of the Company does not know of any other matters
which may be brought before the Meeting. However, if any such other matters are
properly presented for action, it is the intention of the persons named in the
accompanying form of Proxy to vote the shares represented thereby in accordance
with their judgment on such matters.
 
  If the accompanying form of Proxy is executed and returned, the shares
represented thereby will be voted in accordance with the terms of the Proxy,
unless the Proxy is revoked. If no directions are indicated in such Proxy, the
shares represented thereby will be voted FOR the approval of the proposed
Amendment to the Company's Certificate of Incorporation to increase the number
of authorized shares of Common Stock. Any Proxy may be revoked at any time
before it is exercised. The casting of a ballot at the Meeting by a stockholder
who may theretofore have given a Proxy, or the subsequent delivery of a Proxy,
will have the effect of revoking the initial Proxy.
 
  It is important that Proxies be returned promptly. Stockholders who do not
expect to attend the Meeting in person are urged to mark, sign and date the
accompanying form of Proxy and mail it in the enclosed return envelope, which
requires no postage if mailed in the United States, so that their votes can be
recorded.
 
                                          THE BOARD OF DIRECTORS
 
September 22, 1994
 
                                       4

<PAGE>
 
                                                                       EXHIBIT A

 
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 AUTODESK INC.
 
  AUTODESK, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), pursuant to the provisions of the
General Corporation Law of the State of Delaware (the "GCL"), DOES HEREBY
CERTIFY as follows:
 
  FIRST: The Certificate of Incorporation of the Corporation is hereby amended
by deleting the second sentence of the first paragraph of ARTICLE FOURTH of the
Certificate of Incorporation in its present form and substituting therefor a
new second sentence of the first paragraph of ARTICLE FOURTH in the following
form:
 
    The total number of shares of all classes of stock which the
    Corporation has authority to issue is One Hundred Two Million
    (102,000,000), consisting of One Hundred Million (100,000,000)
    shares of Common Stock, $0.01 par value (the "Common Stock"),
    and Two Million (2,000,000) shares of Preferred Stock, $0.01 par
    value (the "Preferred Stock").
 
  SECOND: The amendment to the Certificate of Incorporation of the Corporation
set forth in this Certificate of Amendment has been duly adopted in accordance
with the provisions of Section 242 of the GCL (a) the Board of Directors of the
Corporation having duly adopted a resolution setting forth such amendment and
declaring its advisability and submitting it to the stockholders of the
Corporation for their approval, and (b) the stockholders of the Corporation
having duly adopted such amendment by a vote of the holders of a majority of
the outstanding stock entitled to vote thereon at a special meeting of
stockholders called and held upon notice in accordance with Section 222 of the
GCL.
 
  IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate of Amendment to be signed by            ,
its                       and attested by           , its                , this

    day of       , 1994.
 
                                          Autodesk, Inc.
 
                                          By:
                                             ----------------------------------
 
[Corporate Seal]
 
ATTEST:
 
- - -----------------------------

<PAGE>
 
- - --------------------------------------------------------------------------------
PROXY
                                                                           PROXY
 
                                 AUTODESK, INC.
 
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                               OF AUTODESK, INC.
                        SPECIAL MEETING OF STOCKHOLDERS
 
  The undersigned stockholder of AUTODESK, INC., a Delaware corporation, hereby
acknowledges receipt of the Notice of Special Meeting of Stockholders, dated
September 22, 1994, and hereby appoints Carol A. Bartz and Sandra D. Marin, or
either of them, proxies and attorneys-in-fact, with full power to each of
substitution, on behalf and in the name of the undersigned, to represent the
undersigned at a Special Meeting of Stockholders of AUTODESK, INC. to be held
on October 13, 1994, at 10:30 a.m., at the Company's offices at 4000 Civic
Center Drive, San Rafael, California and at any adjournment or postponement
thereof, and to vote all shares of Common Stock that the undersigned would be
entitled to vote if then and there personally present upon such business as may
properly come before the meeting, including the items on the reverse side of
this form.
 
  This proxy when properly executed will be voted as directed, or, if no
contrary direction is indicated, will be voted FOR the proposal to amend the
Company's Certificate of Incorporation to increase the number of authorized
shares of Common Stock.
 
          PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY
                          USING THE ENCLOSED ENVELOPE.
- - --------------------------------------------------------------------------------

<PAGE>
 
- - ------------------------------------------------------------------------------
 
   PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [_]

1. Proposal to amend the Company's Certificate of Incorporation to increase the
   number of authorized shares of Common Stock $.01 par value per share, from
   50,000,000 to 100,000,000 in order to effect a two-for-one split of the
   Common Stock of the Company in the form of a 100 percent Common Stock
   dividend.

   FOR    AGAINST    ABSTAIN
   [_]      [_]        [_]




(This Proxy should be marked, dated, and signed by the shareholder (s) exactly
as his or her name appears hereon, and returned promptly in the enclosed enve-
lope. Persons signing in a fiduciary capacity should so indicate. If shares are
held by joint tenants or as community property, both should sign.)


Signature ___________ Date:______________________________________________, 1994


Signature ___________ Date:______________________________________________, 1994