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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*
CASTINO ALFRED
(Last) (First) (Middle)
111 MCINNIS PARKWAY
(Street)
SAN RAFAEL CA 94930
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2007
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 06/05/2007 M 60,000 A $6.36 100,291(2) D
Common Stock 06/05/2007 M 24,000 D $8.725 124,291(2) D
Common Stock 06/05/2007 M 6,000 D $14.4 130,291(2) D
Common Stock 06/05/2007 S(1) 1,600 D $44.45 128,691(2) D
Common Stock 06/05/2007 S(1) 8,500 D $44.44 120,191(2) D
Common Stock 06/05/2007 S(1) 6,512 D $44.43 113,679(2) D
Common Stock 06/05/2007 S(1) 4,599 D $44.42 109,080(2) D
Common Stock 06/05/2007 S(1) 11,704 D $44.41 97,376(2) D
Common Stock 06/05/2007 S(1) 16,562 D $44.4 80,814(2) D
Common Stock 06/05/2007 S(1) 17,346 D $44.39 63,468(2) D
Common Stock 06/05/2007 S(1) 15,770 D $44.38 47,698(2) D
Common Stock 06/05/2007 S(1) 3,535 D $44.37 44,163(2) D
Common Stock 06/05/2007 S(1) 2,550 D $44.36 41,613(2) D
Common Stock 06/05/2007 S(1) 1,300 D $44.35 40,313(2) D
Common Stock 06/05/2007 S(1) 100 D $44.34 40,213(2) 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 Options (right to buy) $6.36 06/05/2007 M 44,278 09/26/2006 09/26/2012 Common Stock 44,278 $0 0 D
Incentive Stock Options (right to buy) $6.36 06/05/2007 M 15,722 09/26/2006 09/26/2012 Common Stock 15,722 $0 0 D
Non-Qualified Stock Options (right to buy) $8.725 06/05/2007 M 24,000 09/25/2006(3) 09/25/2013 Common Stock 24,000 $0 8,540 D
Non-Qualified Stock Options (right to buy) $14.4 06/05/2007 M 6,000 03/18/2005(4) 03/18/2014 Common Stock 6,000 $0 137,056(2) D
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 14, 2005.
2. 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.
3. The option vests over a 4-year period beginning on September 25, 2003 at the rate of 20,000 shares on each of the first, second and third anniversaries, and 8,540 shares on the fourth anniversary.
4. The option vests over a 4-year period beginning on March 18, 2004 at the rate of 37,500 shares on each of the first, second and third anniversaries, and 30,556 shares on the fourth anniversary.
Nancy R. Thiel, Attorney-in-fact for Alfred J. Castino 06/06/2007
** 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 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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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 24th day of May, 2007.


Signature:	/s/ Alfred Castino
Print Name:	Alfred Castino