SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Petit Marc (Last) (First) (Middle) 111 MCINNIS PARKWAY (Street) SAN RAFAEL CA 94903 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/22/2007	3. Issuer Name and Ticker or Trading Symbol AUTODESK INC [ ADSK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr. VP, M&E	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	03/09/2007(1)	03/09/2012	Common Stock	17,500	38	D
Non-Qualified Stock Option (right to buy)	02/10/2006(2)	02/10/2012	Common Stock	20,000	29.37	D
Incentive Stock Option (right to buy)	02/09/2005(3)	02/09/2014	Common Stock	9,434	13.405	D
Non-Qualified Stock Option (right to buy)	02/09/2005(4)	02/09/2014	Common Stock	13,066	13.405	D
Incentive Stock Option (right to buy)	11/20/2004(5)	11/20/2013	Common Stock	3,750	9.7	D
Non-Qualified Stock Option (right to buy)	11/20/2004(6)	11/20/2013	Common Stock	3,750	9.7	D
Incentive Stock Option (right to buy)	05/23/2004(7)	05/23/2013	Common Stock	5,456	7.425	D
Non-Qualified Stock Option (right to buy)	05/23/2004(8)	05/23/2013	Common Stock	4,544	7.425	D
Incentive Stock Option (right to buy)	11/11/2003(9)	11/11/2012	Common Stock	15,000	6.44	D

Explanation of Responses:

1. The option vests in four equal annual installments of 4,375 shares beginning on 03/09/2006

2. The option vests in four equal annual installments of 5,000 shares beginning on 02/10/2005

3. The option vests over a 4-year period beginning on 02/09/2004 at the rate of 0 shares on each of the first and second anniversaries, 1,976 shares on the third anniversary and 7,458 shares on the fourth anniversary.

4. The option vests over a 4-year period beginning on 02/09/2004 at the rate of 7,500 shares on each of the first and second anniversaries, 5,524 shares on the third anniversary and 42 shares on the fourth anniversary.

5. The option vests over a 4-year period beginning on 11/20/2003 at the rate of 0 shares on each of the first, second and third anniversaries, and 3,750 shares on the fourth anniversary.

6. The option vests in three equal annual installments of 3,750 shares beginning on 11/20/2003.

7. The option vests over a 4-year period beginning on 05/23/2003 at the rate of 456 shares on each of the first, second and third anniversaries, and 5,000 shares on the fourth anniversary.

8. The option vests in three equal annual installments of 4,544 shares beginning on 05/23/2003.

9. The option vests in four equal annual installments of 15,000 shares beginning on 11/11/2002.

	Nancy R. Thiel, Attorney-in-fact for Marc Petit	03/30/2007
	** 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 5 (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).
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POWER OF ATTORNEY
The undersigned, as a Section 16 reporting person of Autodesk,
Inc. (the "Company"), hereby constitutes and appoints
Nancy Thiel, Diane Cree and Andrew Chew and each
of them, the undersigned's true and lawful attorney-in-fact to:
1. complete and execute Form ID and 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 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 27th day of March, 2007.


Signature:	/s/ Marc Petit
Print Name:	Marc Petit