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OMB APPROVAL OMB NUMBER 3235-0145 EXPIRES: OCTOBER 31, 1994 ESTIMATED AVERAGE BURDEN HOURS PER RESPONSE........ 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* ---------------- Autodesk, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title Of Class of Securities) 052769107 ------------------------------ (CUSIP Number) Check the following box if a fee is being paid with this statement [_]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 052769107 13G PAGE 2 OF 7 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch Asset Management, L.P.** 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [_] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 978,874 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 978,874 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 978,874 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.0% 12 TYPE OF REPORTING PERSON* IC, PN *SEE INSTRUCTION BEFORE FILLING OUT! - -------------------- ** Merrill Lynch Asset Management, L.P., the general partner of which is Princeton Services, Inc., is the successor to Merrill Lynch Investment Management, Inc. CUSIP NO. 052769107 13G PAGE 3 OF 7 PAGE 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch Growth Fund for Investment and Retirement 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [_] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 975,000 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 975,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 975,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.0% 12 TYPE OF REPORTING PERSON* IV *SEE INSTRUCTION BEFORE FILLING OUT! SCHEDULE 13G Item 1 (a) Name of Issuer: --------------- Autodesk, Inc. Item 1 (b) Address of Issuer's Principal Executive Offices: ------------------------------------------------ 2320 Marinship Way Sausalito, CA 94965 Item 2 (a) Names of Persons Filing: ----------------------- Merrill Lynch Asset Management, L.P. Merrill Lynch Growth Fund for Investment & Retirement Item 2 (b) Address of Principal Business Office, or, if None, Residence: ------------------------------------------------------------ Merrill Lynch Asset Management, L.P. 800 Scudders Mill Road Plainsboro, New Jersey 08536 Merrill Lynch Growth Fund for Investment & Retirement 800 Scudders Mill Road Plainsboro, New Jersey 08536 Item 2 (c) Citizenship: ----------- See Item 4 of Cover Pages Item 2 (d) Title of Class of Securities: ---------------------------- Common Stock Item 2 (e) CUSIP Number: ------------ 052769107 Item 3 Merrill Lynch Asset Management, L.P. (d/b/a Merrill Lynch Asset Management ("MLAM")) is an investment adviser registered under (S) 203 of the Investment Advisers Act of 1940. Merrill Lynch Growth Fund for Investment & Retirement (the "Fund") is an investment company registered under Section 8 of the Investment Company Act of 1940. Page 4 of 7 Pages Item 4 Ownership --------- (a) Amount Beneficially Owned: See Item 9 of Cover Pages. Pursuant to (S) 240.13d-4, MLAM and the Fund (the "Reporting Persons") disclaim beneficial ownership of the securities of Autodesk, Inc. referred to herein, and the filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities of Autodesk, Inc. covered by this statement. (b) Percent of Class: See Item 11 of Cover Pages (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: See Item 5 of Cover Pages (ii) shared power to vote or to direct the vote: See Item 6 of Cover Pages (iii) sole power to dispose or to direct the disposition of: See Item 7 of Cover Pages (iv) shared power to dispose or to direct the disposition of: See Item 8 of Cover Pages Item 5 Ownership of Five Percent or Less of a Class. -------------------------------------------- If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ]. Item 6 Ownership of More than Five Percent on Behalf of Another Person. --------------------------------------------------------------- Not Applicable Page 5 of 7 Pages Item 7 Identification and Classification of the Subsidiary Which --------------------------------------------------------- Acquired the Security Being Reported on by the Parent Holding ------------------------------------------------------------- Company. ------- See Exhibit A Item 8 Identification and Classification of Members of the Group. --------------------------------------------------------- Not Applicable Item 9 Notice of Dissolution of Group. ------------------------------- Not Applicable Item 10 Certification. ------------- By signing below each of the undersigned certifies that, to the best of their knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature. - --------- After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 14, 1994 Merrill Lynch Asset Management, L.P. By: Princeton Services, Inc. (General Partner) /s/ David L. Dick ------------------------------- Name: David L. Dick Title: Attorney-in-Fact* Merrill Lynch Growth Fund for Investment and Retirement /s/ David L. Dick ------------------------------- Name: David L. Dick Title: Attorney-in-Fact** ________________ * Signed pursuant to a power of attorney, dated February 10, 1994, included as an exhibit to Schedule 13G filed with the Securities and Exchange Commission by Merrill Lynch & Co., Inc., et. al. on February 14, 1994 with respect to Dial REIT Inc. ** Signed pursuant to a power of attorney, dated February 10, 1994, included as an exhibit to Schedule 13G filed with the Securities and Exchange Commission by Merrill Lynch & Co., Inc., et. al. on February 14, 1994 with respect to Cirrus Logic Inc. Page 6 of 7 Pages EXHIBIT A TO SCHEDULE 13G ------------------------- ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES ----------------------------------------- MLAM, a Delaware limited partnership with its principal place of business at 800 Scudders Mill Road, Plainsboro, New Jersey, is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. MLAM may be deemed the beneficial owner of 4.0% of the common stock of Autodesk, Inc. as a result of its acting as investment adviser to several investment companies registered under Section 8 of the Investment Company Act of 1940 and to certain private discretionary accounts. No one investment company advised by MLAM owns more than 5% of the common stock of Autodesk, Inc. and no discretionary account owns more than 0.1% of the common stock. Page 7 of 7 Pages