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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
AMENDMENT #2
Name of
Issuer: AUTODESK INC
____________________________________________________________________
Title of Class
of Securities: Common Stock
CUSIP Number: 052769106
1) NAME OF I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
The Prudential Insurance Company of America 22-1211670
2) MEMBER OF A GROUP: (a) N/A
(b) N/A
3) SEC USE ONLY:
4) PLACE OF ORGANIZATION: A mutual insurance company organized
under the laws of the State of New Jersey
NUMBERS OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH:
5) Sole Voting Power: 642,166 See Exhibit A
6) Shared Voting Power: 4,029,863 See Exhibit A
7) Sole Dispositive Power: 642,166 See Exhibit A
8) Shared Dispositive Power: 4,029,863 See Exhibit A
9) AGGREGATE AMOUNT BENEFICIALLY OWNED: 4,672,029 See Exhibit A
10) AGGREGATE AMOUNT IN ROW (9) EXCLUDES SHARES: N/A
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 9.9
12) TYPE OF REPORTING PERSON: BD, IC, IA
ITEM 1(a). NAME OF ISSUER:
AUTODESK INC
ITEM 1(b). ADDRESS OF ISSUER'S EXECUTIVE OFFICES:
2320 Marinship Way
Sausalito, CA 94965
ITEM 2(a). NAME OF PERSON FILING:
The Prudential Insurance Company of America
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Prudential Plaza
Newark, New Jersey 07102-3777
ITEM 2(c). CITIZENSHIP:
A mutual insurance company organized under the laws
of the State of New Jersey
ITEM 2(d). TITLE OF CLASS SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
052769106
ITEM 3. The Person filing this statement is an Insurance Company
as defined in Section 3(a)(19) of the Securities Exchange
Act of 1934, a Broker-Dealer registered under Section 15
of that Act and an Investment Adviser registered under
Section 203 of the Investment Advisers Act of 1940.
ITEM 4. OWNERSHIP:
(a) Number of Shares
Benefically Owned: 4,672,029 See Exhibit A
(b) Percent of Class: 9.9
Number
(c) Powers Of Shares
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Sole power to vote or 642,166 See Exhibit A
to direct the vote
Shared power to vote or 4,029,863 See Exhibit A
to direct the vote
Sole power to dispose or 642,166 See Exhibit A
to direct disposition
Shared power to dispose 4,029,863 See Exhibit A
or to direct disposition
ITEM 5. OWNERSHIP OF 5% OR LESS OF A CLASS:
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON:
See Exhibit A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
ULTIMATE PARENT COMPANY:
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10. CERTIFICATION:
By signing below, The Prudential Insurance Company of America
certifies that, to the best of its knowledge and belief, the
securities referred to above were acquired in the ordinary course
of business and were note acquired for the purpose of and do not
have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose
or effect.
The filing of this statement should not be construed as an
admission that Prudential is or was for the purposes of Section
13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any registered equity securities of the issuer.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, The Prudential Insurance Company of America certifies that
the information set forth in this statement is true, complete and
correct.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: Richard S. Biegen
Assistant General Counsel
Date: April 4, 1995
As of: December 31, 1994
Exhibit A
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ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON:
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The Prudential Insurance Company of America ("Prudential")
presently holds 22,400 shares of Issuer's common stock for the
benefit of its general account.
In addition, Prudential may have direct or indirect voting and/or
investment discretion over 4,649,629 shares which are held for the
benefit of its clients by its separate accounts, externally managed
accounts, registered investment companies, subsidiaries and/or
other affiliates. Prudential is reporting the combined holdings of
these entities for the purpose of administrative convenience.
These shares were acquired in the ordinary course of business, and
not with the purpose or effect of changing or influencing control
of the Issuer. The filing of this statement should not be
construed as an admission that Prudential is, for the purposes of
Sections 13 or 16 of the Securities Exchange Act of 1934, the
beneficial owner of these shares.