September 21, 2005

Room 4561

Ms. Carol A. Bartz
Chairman of the Board,
CEO and President
Autodesk, Inc.
111 McInnis Parkway
San Rafael, CA 94903

	Re:	Autodesk, Inc.
		Preliminary Proxy Statement on Schedule 14A
		Filed September 13, 2005
		File No. 0-14338

Dear Ms. Bartz:

	This is to advise you that we have limited our review of your
filing to the matters addressed in the comments below.  No further
review of the proxy statement has been or will be made.  All
persons
who are by statute responsible for the adequacy and accuracy of
the
proxy statement are urged to be certain that all information
required
under the Securities Exchange Act of 1934 has been included.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We note from your Form 10-K for the fiscal year ended January
31,
2005 that you generate a significant amount of revenue from Korea,
and that you have a subsidiary in Korea.  Please confirm that the
Korea to which you refer is South Korea, or advise.

2. Please expand your disclosure regarding both the 2006 Employee
Stock Plan and the 2000 Directors` Option Plan to disclose whether
you have any current plans, proposals or arrangements regarding
the
additional options to be authorized under the plans.  For example,
have you agreed to issue options to any specific individuals?  If
so,
please disclose and if not, please revise your disclosure to
indicate
that you have no such plans at this time.


*	*	*	*	*




      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the Company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the Company acknowledging that:

* the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments in the filing reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      If you have any questions, please call Sara Kalin at (202)
551-
3454.  If you need further assistance, you may contact me at (202)
551-3730.


								Sincerely,


								Mark P. Shuman
								Branch Chief-Legal

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Ms. Carol Bartz
Autodesk, Inc.
September 21, 2005
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