Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BASS CARL
   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
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)
111 MCINNIS PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
03/09/2006
(Street)

SAN RAFAEL, CA 94903		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 03/10/2006   M   31,250 A $ 30.15 45,910 (1) D  
Common Stock 03/10/2006   S(2)   31,250 D $ 38 14,660 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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) $ 30.15 03/10/2006   M     31,250 03/10/2006(3) 03/10/2012 Common Stock 31,250 $ 0 215,434 (6) D  
Incentive Stock Option (right to buy) $ 38 03/09/2006   A   2,631   03/09/2007(4) 03/09/2012 Common Stock 2,631 $ 0 2,631 D  
Non-Qualified Stock Option (right to buy) $ 38 03/09/2006   A   747,369   03/09/2007(5) 03/09/2012 Common Stock 747,369 $ 0 747,369 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BASS CARL
111 MCINNIS PARKWAY
SAN RAFAEL, CA 94903		   X     Chief Operating Officer  

Signatures

 Nancy R. Thiel, Attorney-in-fact for Carl Bass   03/10/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 21, 2004, as amended December 7, 2005.
(3) The option vests over a 4-year period beginning on 03/10/2005 at the rate of 62,500 shares on each of the first, second and third anniversaries, and 59,184 shares on the fourth anniversary.
(4) The option vests over a 4-year period beginning on 03/9/2006 at the rate of 0 shares on each of the first, second and third anniversaries, and 2,631 shares on the fourth anniversary.
(5) The option vests over a 4-year period beginning on 03/9/2006 at the rate of 187,500 on each of the first, second and third anniversaries, and 184,869 on the fourth anniversary.
(6) 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.

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