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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WANGBERG LARRY W
(Last) (First) (Middle)
111 MCINNIS PARKWAY
(Street)
SAN RAFAEL CA 94903
(City) (State) (Zip)
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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/22/2004
4. If Amendment, Date of 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
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 12/22/2004 M 20,000 A $6.88 47,732(1) D
Common Stock 12/22/2004 S 5,000 D $37.92 42,732(1) D
Common Stock 12/22/2004 S 5,000 D $38 37,732(1) D
Common Stock 12/22/2004 S 5,000 D $38.1006 32,732(1) D
Common Stock 12/22/2004 S 5,000 D $38.25 27,732(1) D
Common Stock 12/23/2004 M 6,800 A $6.88 34,532(1) D
Common Stock 12/23/2004 M 13,200 A $8.424 47,732(1) D
Common Stock 12/23/2004 S 5,000 D $37.5 42,732(1) D
Common Stock 12/23/2004 S 5,000 D $37.52 37,732(1) D
Common Stock 12/23/2004 S 5,000 D $37.55 32,732(1) D
Common Stock 12/23/2004 S 5,000 D $38.225 27,732(1) D
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 Securities Underlying Derivative Security (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: 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) $6.88 12/22/2004 M 20,000 06/20/2004(2) 06/20/2012 Common Stock 20,000 $0.00 20,000(3) D
Non-Qualified Stock Option (right to buy) $6.88 12/23/2004 M 6,800 06/20/2004(2) 06/20/2012 Common Stock 6,800 $0.00 13,200(3) D
Non-Qualified Stock Option (right to buy) $8.424 12/23/2004 M 13,200 06/17/2004(4) 06/19/2013 Common Stock 13,200 $0.00 26,800(3) D
Explanation of Responses:
1. 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.
2. The option vests over a 3-year period beginning on June 20, 2002 at the rate of 13,600 shares on the first anniversary, and 13,200 shares on the second and third anniversaries.
3. Includes shares issued in connection with the 2-for-1 stock split payable on December 20, 2004 pursuant to the terms of the Company's 2000 Directors' Option Plan.
4. 100% of the shares subject to the option first vested and became exercisable on June 17, 2004.
Kent Heinzman, Attorney-in-fact for Larry W. Wangberg 12/23/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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       Exhibit 24


       POWER OF ATTORNEY

       The undersigned, as a Section 16 reporting person of Autodesk, Inc. (the "Company"),
       hereby constitutes and appoints Nancy Thiel and Kent Heinzman, and each of them, the
       undersigned's true and lawful attorney-in-fact to:

       1.	complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto
       as such attorney-in-fact shall in his or her discretion determine to be required or
       advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as
       amended) and the rules and regulations promulgated thereunder, or any successor
       laws and regulations, as a consequence of the undersigned's ownership, acquisition or
       disposition of securities of the Company; and

       2.	do all acts necessary in order to file such forms with the Securities and Exchange
       Commission, any securities exchange or national association, the Company and such
       other person or agency as the attorney-in-fact shall deem appropriate.

       The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall
       do or cause to be done by virtue hereof.  The undersigned acknowledges that the foregoing
       attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor
       is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the
       Securities Exchange Act of 1934 (as amended).

       This Power of Attorney shall remain in full force and effect until the undersigned is no longer
       required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in
       securities issued by the Company, unless earlier revoked by the undersigned in a signed writing
       delivered to the Company and the foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
       executed as of this 12th day of December, 2002.


       Signature: /s/ Larry W. Wangberg

       Print Name: Larry W. Wangberg