SEC Filing | Autodesk, Inc.

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[LOGO OF AUTODESK, INC.]

May 22, 1996

Dear Autodesk Stockholder:

You are cordially invited to attend Autodesk's 1996 Annual Meeting of
Stockholders to be held on Thursday, June 27, 1996 at 3:00 p.m., local time.
The meeting will be held at The Wyndham Garden Hotel, 1010 Northgate Drive,
San Rafael, California.

At this year's meeting, the Company is proposing adoption of the 1996 Stock
Plan to replace its existing 1987 Stock Option Plan, which expires on April 3,
1997. The maximum number of shares which may be optioned and sold under the
new plan is 1,500,000 shares, plus any remaining reserved but unissued shares
or subsequently cancelled options under the Company's 1987 Stock Option Plan.
The Company is also proposing certain amendments to its Employee Qualified
Stock Purchase Plan and 1990 Directors' Option Plan. The amendments to the
Company's Stock Purchase Plan increase by 500,000 the shares available for
issuance and increase the maximum percentage of total compensation that
employees can use to purchase shares under the Purchase Plan, thereby
increasing employees' ability to obtain an ownership interest in the Company.
The amendments to the Director's Option Plan require that directors take at
least half of their current cash compensation in the form of Company stock and
increase by 200,000 the number of shares reserved for issuance under this Plan
to ensure that there is sufficient stock available for this purpose.

Autodesk has a long-standing policy of encouraging employee equity
ownership. We believe that the adoption of the new 1996 Plan and the proposed
amendments to the Company's existing plans, all of which enhance the Company's
ability to provide equity compensation to its employees and/or directors, will
help contribute to high levels of performance by recipients of the equity and
also provide an effective means of recognizing contributions to the Company's
success. The Company's officers, directors and employees benefit from equity
compensation programs only when the success of the Company's business benefits
all stockholders. The Company has an ongoing, systematic stock repurchase
program designed to minimize dilution from future stock issuances.

We hope you will be able to attend this year's Annual Meeting. We will
report to the stockholders on fiscal year 1996, as well as our future
strategies for products and markets. Whether or not you plan to attend the
meeting, please sign and return the enclosed proxy card to ensure your
representation at the meeting.

Very truly yours,

/s/ Carol A. Bartz
-------------------------
Carol A. Bartz
President,
Chief Executive Officer
and Chairman of the Board

AUTODESK, INC.

----------------

NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS

JUNE 27, 1996

TO THE STOCKHOLDERS OF AUTODESK, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Autodesk,
Inc. (the "Company"), a Delaware corporation, will be held on Thursday, June
27, 1996 at 3:00 p.m., local time, at the Wyndham Garden Hotel, 1010 Northgate
Drive, San Rafael, California, for the following purposes:

1. To elect directors to serve for the ensuing year and until their
successors are elected.

2. To approve the adoption of the Company's 1996 Stock Plan and
concurrent termination of the 1987 Stock Option Plan and the reservation of
1,500,000 additional shares of the Company's Common Stock for issuance
thereunder plus any previously authorized but unissued shares remaining
under the 1987 Stock Option Plan and any shares returned to such Plan as a
result of termination of options.

3. To approve certain amendments to the Company's Employee Qualified
Stock Purchase Plan effecting an increase of 500,000 shares in the number
of shares reserved for issuance thereunder and an increase in the maximum
permitted payroll deduction level to fifteen percent (15%) of an employee's
total compensation.

4. To approve certain amendments to the Company's 1990 Directors' Option
Plan, including a requirement that directors take at least half of their
current cash compensation in the form of restricted stock, and to increase
by 200,000 shares the number of shares reserved for issuance thereunder.

5. To ratify the appointment of Ernst & Young LLP as independent auditors
of the Company for the fiscal year ending January 31, 1997.

6. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

Only stockholders of record at the close of business on May 10, 1996 are
entitled to notice of and to vote at the meeting and any adjournment thereof.

All stockholders are cordially invited to attend the meeting in person. Any
stockholder attending the meeting may vote in person even if such stockholder
previously signed and returned a proxy.

FOR THE BOARD OF DIRECTORS

/s/ Marcia K. Sterling
------------------------------------
Marcia K. Sterling
Vice President, Business Development,
General Counsel and Secretary

San Rafael, California
May 22, 1996

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED
IN THE UNITED STATES.

AUTODESK, INC.

----------------

PROXY STATEMENT FOR 1996 ANNUAL MEETING OF STOCKHOLDERS

The enclosed Proxy is solicited on behalf of the Board of Directors of
Autodesk, Inc. (the "Company") for use at the Company's Annual Meeting of
Stockholders ("Annual Meeting") to be held Thursday, June 27, 1996 at 3:00
p.m., local time, or at any adjournment or postponement thereof, for the
purposes set forth herein and in the accompanying Notice of Annual Meeting of
Stockholders. The Annual Meeting will be held at the Wyndham Garden Hotel,
1010 Northgate Drive, San Rafael, California.

The Company's principal executive offices are located at 111 McInnis
Parkway, San Rafael, California 94903. The telephone number at that address is
(415) 507-5000.

These proxy solicitation materials were mailed on or about May 22, 1996 to
all stockholders entitled to vote at the Annual Meeting.

INFORMATION CONCERNING SOLICITATION AND VOTING

RECORD DATE AND SHARES OUTSTANDING

Stockholders of record at the close of business on May 10, 1996 are entitled
to notice of, and to vote at, the Annual Meeting. At the record date,
46,177,896 shares of the Company's Common Stock were issued and outstanding
and entitled to vote at the meeting.

REVOCABILITY OF PROXIES

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a
later date or by attending the Annual Meeting and voting in person.

VOTING AND SOLICITATION

Every stockholder voting for the election of directors is entitled to one
vote for each share held. Stockholders do not have the right to cumulate their
votes in the election of directors. On all other matters each share is
likewise entitled to one vote on each proposal or item that comes before the
Annual Meeting.

The cost of this solicitation will be borne by the Company. The Company has
retained Georgeson & Company, Inc. to assist in the solicitation of proxies at
an estimated fee of $10,000 plus reimbursement of reasonable expenses. In
addition, the Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in forwarding
solicitation material to such beneficial owners. Proxies also may be solicited
by certain of the Company's directors, officers and employees, without
additional compensation, personally or by telephone.

QUORUM; ABSTENTIONS; BROKER NON-VOTES

The required quorum for the transaction of business at the Annual Meeting is
a majority of the shares of Common Stock outstanding on the Record Date.
Shares that are voted "FOR," "AGAINST" or "WITHHELD" from a matter are treated
as being present at the meeting for purposes of establishing a quorum and are
also treated as votes eligible to be cast by the Common Stock present in
person or represented by proxy at the Annual Meeting and "entitled to vote on
the subject matter" (the "Votes Cast") with respect to such matter.

While abstentions (votes "withheld") will be counted for purposes of
determining both the presence or absence of a quorum for the transaction of
business and the total number of Votes Cast with respect to a particular
matter, broker non-votes with respect to proposals set forth in this Proxy
Statement will not be considered "Votes Cast" and, accordingly, will not
affect the determination as to whether the requisite majority of Votes Cast
has been obtained with respect to a particular matter.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the Company's 1997 Annual Meeting must be received by
the Secretary of the Company no later than January 22, 1997 in order to be
included in the proxy soliciting materials relating to that meeting.

PROPOSAL ONE

ELECTION OF DIRECTORS

NOMINEES

A board of seven directors is to be elected at the meeting. Each director
elected to the board will hold office until the next Annual Meeting or until
his or her successor has been elected and qualified. Unless otherwise
instructed, the proxy holders will vote the proxies received by them for the
seven nominees named below, all of whom are presently directors of the
Company. In the event that any nominee is unable or declines to serve as a
director at the time of the Annual Meeting, the proxies will be voted for any
nominee who shall be designated by the present Board of Directors to fill the
vacancy. The proxies cannot be voted for a greater number of persons than the
number of nominees named in this proxy statement. It is not expected that any
nominee will be unable or will decline to serve as a director.

The name of and certain information regarding each nominee is set forth
below.

DIRECTOR
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION SINCE
--------------- --- -------------------- --------

Carol A. Bartz.................. 47 President, Chief Executive 1992
Officer and Chairman of the
Board of the Company
Mark A. Bertelsen............... 52 Member of Wilson Sonsini 1992
Goodrich & Rosati, attorneys
at law
Crawford W. Beveridge........... 50 Chief Executive Officer, 1993
Scottish Enterprise
J. Hallam Dawson................ 59 Chairman, IDI Associates 1988
Jerre Stead..................... 53 Former Chairman and Chief 1995
Executive Officer, Legent
Computer Corp.
Mary Alice Taylor............... 46 Senior Vice President, U.S. 1995
and Canada, Federal Express
Corporation
Morton Topfer................... 59 Vice Chairman, Dell Computer 1995
Corporation

Except as set forth below, each of the nominees has been engaged in his or
her principal occupation described above during the past five years. There is
no family relationship between any director or executive officer of the
Company.

Ms. Bartz joined the Company in April 1992 and serves as President, Chief
Executive Officer and Chairman of the Board. From 1983 to April 1992, Ms.
Bartz served in various positions with Sun Microsystems, Inc., most recently
as Vice President of Worldwide Field Operations. Ms. Bartz is a director of
AirTouch Communications, Cadence Design Systems and Network Appliance, Inc.

Mr. Bertelsen joined the law firm of Wilson Sonsini Goodrich & Rosati,
outside legal counsel to the Company, in January 1972, became a member of the
firm in January 1977 and has served as managing partner since February 1991.
Mr. Bertelsen is a director of Software Publishing Corporation.

Mr. Beveridge has served as the Chief Executive Officer of Scottish
Enterprise, an economic development company since January 1991. Mr. Beveridge
is a director of U.S. Smaller Companies Investment Trust.

Mr. Dawson has served since September 1986 as Chairman of IDI Associates, a
private investment bank specializing in Latin America.

Mr. Stead served as the Chairman and Chief Executive Officer of Legent Corp.
from January 1995 to November 1995. From September 1991 to January 1995, Mr.
Stead was the Chairman and Chief Executive Officer of NCR Corporation, now
AT&T Global Information Solutions. From January 1986 to September 1991, Mr.
Stead was Chairman and Chief Executive Officer of Square D Company. Mr. Stead
is a director of Thyessin Bogenia Group, R. R. Donnelley & Sons Company,
Armstrong World Industries, Inc. and American Precision Industries, Inc.

Ms. Taylor served as Vice President of Federal Express Corporation from 1985
to September 1991 and has served as Senior Vice President of Federal Express
Corporation since September 1991. Ms. Taylor is a director of Perrigo, Inc.
and Allstate Insurance, Inc.

Mr. Topfer has served as Vice Chairman of Dell Computer Corporation since
June 1994. From March 1971 to June 1994, Mr. Topfer was the Executive Vice
President of Motorola, Inc.

BOARD MEETINGS AND COMMITTEES

Ms. Bartz serves as Chairman of the Board of Directors of the Company. The
Board of Directors held a total of five meetings during the fiscal year ended
January 31, 1996. All of the current directors attended 75% or more of the
meetings of the Board of Directors and committees of the Board, if any, upon
which such directors served during their term of office.

In December 1995, the Autodesk Board of Directors adopted Corporate
Governance Guidelines which set forth the principles which guide the Board's
exercise of its responsibility to oversee corporate governance, maintain its
independence, evaluate its own performance and that of the Company's
executives and set corporate strategy.

The Audit Committee consists of directors J. Hallam Dawson (Chairman), Mark
Bertelsen and Mary Alice Taylor. The principal functions of the Audit
Committee are to recommend engagement of the Company's independent auditors,
to consult with the Company's auditors concerning the scope of the audit and
to review with them the results of their examination, to review and approve
any material accounting policy changes affecting the Company's operating
results and to review the Company's financial control procedures and
personnel. The Audit Committee held four meetings during fiscal year 1996.

The Compensation Committee consists of directors Crawford Beveridge
(Chairman), Jerre Stead and Morton Topfer. The Compensation Committee reviews
compensation and benefits for the Company's executives and administers the
grant of stock options to executive officers under the Company's stock plans.
In December 1995, the Board delegated to the Company's Chief Executive Officer
authority to grant options to non-officer employees to the extent such options
fall within standard guidelines previously approved by the Compensation
Committee. The authority to grant all other options (except options which are
granted automatically to outside directors under the non-discretionary 1990
Directors' Option Plan) has been delegated to the Compensation Committee. The
Compensation Committee, which consists solely of outside directors ineligible
to participate in the Company's discretionary employee stock programs, has
sole and exclusive authority to grant stock options to officers and to
directors who are also employees or consultants of the Company. The
Compensation Committee held four meetings during fiscal year 1996.

In December 1995, the Board appointed a Nominating Committee, consisting of
directors Morton Topfer (Chairman), Carol Bartz and Crawford Beveridge. The
Nominating Committee, which held its first meeting in March 1996, will have
responsibility to present a slate of nominees to the full Board prior to each
Annual Meeting and to make recommendations regarding outside director
compensation.

COMPENSATION OF DIRECTORS

The Company pays an annual fee of $25,000 to each director who is not an
employee of or consultant to the Company (currently six persons), of which
(according to the terms of the 1990 Directors' Option Plan, as amended,
subject to stockholder approval of Proposal Four at the Annual Meeting) not
more than fifty percent (50%) can be cash and the balance must be restricted
stock issued at the rate of $1.20 worth of stock for each $1.00 of cash
compensation foregone. The stockholders are being asked to approve the
amendment to the 1990 Directors' Option Plan which requires that directors
take at least half of their current cash compensation in the form of the
Company's stock. Directors do not receive fees for Board or Board Committee
meetings attended.

The 1990 Directors' Option Plan provides for the automatic grant of
nonstatutory options to outside directors of the Company. The 1990 Directors'
Option Plan was amended in March 1996, subject to stockholder approval at the
Annual Meeting, to increase the number of shares available for issuance, along
with certain other changes described in the preceding paragraph and in
Proposal Four below. Upon being elected or appointed to the Company's Board of
Directors, each outside director is granted an option to purchase 15,000
shares of the Company's Common Stock, with subsequent annual grants of 10,000
shares. Options granted under the Directors' Plan vest in annual installments
cumulatively as to thirty-four percent (34%), thirty-three percent (33%) and
thirty-three percent (33%), respectively, of the shares subject to an option
for a total vesting period of three years. The exercise price of options
granted under the Directors' Plan is equal to the fair market value of the
Company's Common Stock on the date of grant.

MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of May 10, 1996 (i) by each person
who is known by the Company to own beneficially more than five percent (5%) of
the Company's Common Stock, (ii) by each of the Company's directors, (iii) by
each of the Company's five most highly compensated executive officers who
served as executive officers at January 31, 1996 (the "Named Officers") and
(iv) by all directors and executive officers who served as directors or
executive officers at January 31, 1996 as a group.

SHARES BENEFICIALLY
OWNED
DIRECTORS, OFFICERS AND -----------------------
FIVE PERCENT (5%) STOCKHOLDERS NUMBER PERCENT
------------------------------ ------------ ----------
PRINCIPAL STOCKHOLDERS

Massachusetts Financial Services Company(1)
500 Boylston Street
Boston, MA 02116-3741.................................... 4,331,920 9.4%
J.P. Morgan & Co., Incorporated(2)
60 Wall Street
New York, NY 10260....................................... 2,595,471 5.6%
Merrill Lynch & Co., Inc.(3)
World Financial Center, North Tower
250 Vesey Street
New York, NY 10281....................................... 2,516,311 5.4%

DIRECTORS

Carol A. Bartz(4)....................................... 963,469 *
Mark A. Bertelsen(5).................................... 26,002 *
Crawford W. Beveridge(6)................................ 21,113 *
J. Hallam Dawson(7)..................................... 33,202 *
Jerre Stead............................................. 1,100 *
Mary Alice Taylor....................................... -- *
Morton Topfer........................................... -- *

NAMED OFFICERS

Dominic J. Gallello(8).................................. 68,214 *
Eric B. Herr(9)......................................... 353,469 *
Godfrey R. Sullivan(10)................................. 139,337 *
Michael E. Sutton(11)................................... 68,907 *
All directors and executive officers as a group (18 per-
sons)(12).............................................. 2,000,411 4.2%

- - - --------
*Less than 1%
(1) Based on a Schedule 13G filed with the Securities and Exchange Commission
("SEC") at December 31, 1995, Massachusetts Financial Services Company
held sole voting power as to 4,244,210 shares and sole dispositive power
as to 4,331,920 shares.
(2) Based on a Schedule 13G filed with the SEC at December 31, 1995, J.P.
Morgan & Co. Incorporated held sole voting power as to 1,709,933 shares,
shared voting power as to 1,300 shares, sole dispositive power as to
2,559,571 shares, and shared dispositive power as to 13,000 shares.
(3) Based on a Schedule 13G filed with the SEC at December 31, 1995, Merrill
Lynch & Co., Inc. held shared voting power and shared dispositive power
as to 2,516,311 shares. Its subsidiaries held shared voting power and
shared dispositive power as to 2,508,380 shares (Merrill Lynch Group,
Inc.), 2,506,180 shares (Princeton Services, Inc. and Merrill Lynch Asset
Management, L.P.) and 2,500,000 shares (Merrill Lynch Growth Fund for
Investment & Retirement). No entity held sole voting or dispositive
power.

(4) Includes options to purchase 960,000 shares of Common Stock exercisable
within 60 days of May 10, 1996.
(5) Includes options to purchase 26,002 shares of Common Stock exercisable
within 60 days of May 10, 1996.
(6) Includes options to purchase 21,113 shares of Common Stock exercisable
within 60 days of May 10, 1996.
(7) Includes options to purchase 32,002 shares of Common Stock exercisable
within 60 days of May 10, 1996.
(8) Includes options to purchase 66,667 shares of Common Stock exercisable
within 60 days of May 10, 1996.
(9) Includes options to purchase 350,000 shares of Common Stock exercisable
within 60 days of May 10, 1996.
(10) Includes options to purchase 136,667 shares of Common Stock exercisable
within 60 days of May 10, 1996.
(11) Includes options to purchase 68,907 shares of Common Stock exercisable
within 60 days of May 10, 1996.
(12) Includes options to purchase 1,979,959 shares of Common Stock exercisable
within 60 days of May 10, 1996.

EXECUTIVE COMPENSATION

The following table sets forth the annual and long-term compensation of the
Company's Chief Executive Officer and the four other most highly compensated
executive officers who served as executive officers at fiscal year end, for
services to the Company in all capacities during the three fiscal years ended
January 31, 1996:

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
---------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------- ------------------ -----------------------
OPTIONS
OTHER RESTRICTED (NUMBER
FISCAL ANNUAL STOCK OF LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION AWARD(S) SHARES) PAYOUTS COMPENSATION(3)
- - - --------------------------- ------ -------- -------- ------------ ---------- ------- ------- ---------------

Carol A. Bartz............... 1996 $475,000 $229,284 -- -- -- -- $38,500
President, Chief Executive 1995 445,000 148,986 -- -- -- -- 37,500
Officer and 1994 413,333 47,725 -- -- -- -- 37,000
Chairman of the Board
Dominic J. Gallello.......... 1996 $250,000 $125,500 -- -- 20,000 -- $ 2,500
Vice President, Asia/Pacific 1995 235,000 64,837 -- -- -- -- 1,500
and Vice President, 1994 225,000 34,225 -- -- -- -- 1,000
Mechanical CAD Market Group
Eric B. Herr................. 1996 $310,000 $124,926 -- -- -- -- $ 2,500
Chief Financial Officer 1995 290,000 80,011 -- -- -- -- 1,500
and Vice President, 1994 272,917 41,725 -- -- -- -- 1,000
Finance and Administration
Godfrey R. Sullivan.......... 1996 $260,000 $104,858 -- -- 20,000 -- $ 2,500
Vice President, Americas 1995 245,000 67,595 -- -- -- -- 1,500
1994 225,000 34,225 -- -- -- -- 1,000
Michael E. Sutton............ 1996 $222,500 $ 89,806 -- -- 20,000 -- $99,000
Vice President, Europe 1995 210,000 58,459 -- -- -- -- --
1994 190,334 30,000 -- -- 155,600(2) -- --

- - - --------
(1) Represents incentive bonuses for achievement of corporate, individual and
organizational objectives in fiscal years 1996, 1995 and 1994.
(2) In October 1994, the Company effected a two-for-one split of the Company's
Common Stock in the form of a 100 percent Common Stock dividend. The share
amount has been restated to reflect the stock split.
(3) Amounts reported for fiscal year 1996 consist of: (i) matching
contributions by the Company to one of Autodesk's pre-tax savings plans
(Ms. Bartz $2,000, Mr. Gallello $2,000, Mr. Herr $2,000 and Mr. Sullivan
$2,000); (ii) Company contributions to one of Autodesk's pre-tax plans
(Ms. Bartz $500, Mr. Gallello $500, Mr. Herr $500 and Mr. Sullivan $500);
(iii) $36,000 paid to Ms. Bartz for the purpose of reimbursing her for
certain transportation expenses; and (iv) $99,000 paid to Mr. Sutton as a
cost of living adjustment related to his location in Switzerland.

Amounts reported for fiscal year 1995 consist of: (i) matching
contributions by the Company to one of Autodesk's pre-tax savings plans
(Ms. Bartz $1,000, Mr. Gallello $1,000, Mr. Herr $1,000, and Mr. Sullivan
$1,000); (ii) Company contributions to one of Autodesk's pre-tax plans (Ms.
Bartz $500, Mr. Gallello $500, Mr. Herr $500 and Mr. Sullivan $500); and
(iii) $36,000 paid to Ms. Bartz for the purpose of reimbursing her for
certain transportation expenses.

Amounts reported for fiscal year 1994 consist of: (i) matching
contributions by the Company to one of Autodesk's pre-tax savings plans
(Ms. Bartz $500, Mr. Gallello $500, Mr. Herr $500 and Mr. Sullivan $500);
(ii) Company contributions to one of Autodesk's pre-tax plans (Ms. Bartz
$500, Mr. Gallello $500, Mr. Herr $500 and Mr. Sullivan $500); and (iii)
$36,000 paid to Ms. Bartz for the purpose of reimbursing her for certain
transportation expenses.

OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
----------------- AT ASSUMED ANNUAL RATES
% OF TOTAL OF STOCK PRICE APPRECIATION
OPTIONS EXERCISE FOR OPTION TERM(2)
OPTIONS GRANTED TO PRICE EXPIRATION ---------------------------
NAME GRANTED(#)(1) EMPLOYEES PER SHARE DATE 5% 10%
---- ------------- ---------- --------- ---------- ---------------------------

Carol A. Bartz.......... -- -- -- -- -- --
Dominic J. Gallello..... 20,000 0.8% $36.75 5/19/05 $ 462,238 $ 1,171,401
Eric B. Herr............ -- -- -- -- -- --
Godfrey R. Sullivan..... 20,000 0.8 36.75 5/19/05 462,238 1,171,401
Michael E. Sutton....... 20,000 0.8 36.75 5/19/05 462,238 1,171,401

- - - --------
(1) Total number of options granted during fiscal year 1996 was 2,546,221.
(2) The 5% and 10% assumed annual rates of appreciation are specified in SEC
rules and do not represent the Company's estimate or projection of future
stock price growth.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL YEAR IN-THE-MONEY OPTIONS
SHARES END AT FISCAL YEAR END
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ---------- ----------- ------------- ----------- -------------

Carol A. Bartz.......... 200,000 $4,767,508 660,000 600,000 $9,735,000 $8,850,000
Dominic J. Gallello..... 20,000 $ 277,500 60,000 140,000 $ 832,500 $ 555,000
Eric B. Herr............ 76,000 $1,795,000 225,000 125,000 $2,700,000 $1,500,000
Godfrey R. Sullivan..... 20,000 $ 358,750 130,000 140,000 $ 763,750 $ 705,000
Michael E. Sutton....... 39,120 $ 629,010 31,120 113,360 $ 575,720 $ 431,790

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

The Compensation Committee of the Board of Directors is comprised of three
non-employee directors. The Compensation Committee is responsible for
establishing the policies and programs which determine the compensation of
Autodesk's officers. The Compensation Committee sets base cash compensation
and bonus compensation on an annual basis for the Chief Executive Officer and
other executive officers of the Company. In addition, the Compensation
Committee has exclusive authority to grant stock options to executive
officers. The Committee considers both internal data, including corporate
goals and individual performance, as well as external data from outside
compensation consultants and independent executive compensation data from
comparable high technology companies, in determining officers' compensation.

Compensation Philosophy

When creating policies and making decisions concerning executive
compensation, the Compensation Committee:

. ensures that the executive team has clear goals and accountability with
respect to corporate performance;

. establishes pay opportunities that are competitive based on prevailing
practices for the industry, the stage of growth and the labor markets in
which Autodesk operates;

. independently assesses operating results on a regular basis in light of
expected Company performance; and

. aligns pay incentives with the long-term interests of the Company's
stockholders.

Compensation Program

Autodesk's executive compensation program has three major components, all of
which are intended to attract, retain and motivate highly effective
executives:

1. Base salary for executive officers is set annually by reviewing the
competitive pay practices of comparable high technology companies, with a
focus on those companies located in the San Francisco Bay Area, the skills
and performance levels of individual executives and the needs of the
Company.

2. Cash incentive compensation is designed to motivate executives to
attain short-term and longer-term corporate, business unit and individual
management goals. Annual cash bonuses depend upon attainment of these
specified business goals. The formula for incentive bonuses for fiscal year
1996 was based on revenue growth and operating margin, together with team
performance criteria. For fiscal year 1997, the bonus plan will be based on
revenue growth and operating margin, as well as the achievement of specific
corporate goals. Our policy is to have a significant portion of an
executive's total potential cash compensation tied to the Company's overall
performance.

3. Equity-based incentive compensation has been provided to employees and
management through the 1987 Stock Option Plan and the Employee Qualified
Stock Purchase Plan. Under the 1987 Stock Option Plan, officers, employees
and consultants are granted stock options based on competitive market data,
as well as their responsibilities and position in the Company. These
options allow participants to purchase shares of Autodesk stock at the
market price on the date of grant, subject to vesting during the
participant's employment with the Company. The Employee Qualified Stock
Purchase Plan allows employees to purchase shares of the Company's Common
Stock, subject to certain limitations, at eighty-five percent (85%) of fair
market value. The purpose of the 1987 Stock Option Plan and the Employee
Qualified Stock Purchase Plan is to instill the economic incentives of
ownership and to create management incentives to improve stockholder value.
The 1987 Stock Option Plan also utilizes vesting periods to encourage
employees and executives to remain with the Company and to focus on longer-
term results. As described below, the Company is proposing certain
amendments to the Employee Qualified Stock Purchase Plan and is also
proposing to replace the 1987 Stock Option Plan with its 1996 Stock Plan.

Autodesk does not have active programs for stock appreciation rights (SARs),
restricted stock awards or long-term incentive bonuses; however, the 1996
Stock Plan contains provisions permitting the implementation of several such
programs, and if the 1996 Stock Plan is approved by the stockholders, the
Company may implement such programs.

Other Executive Compensation

Autodesk provides programs to executives that are also available to other
Company employees, including pre-tax savings plans and medical/dental/vision
benefits. There are no pension programs except where prescribed by law in
countries other than the United States. The Company generally does not provide
executive perquisites such as club memberships.

Chief Executive Officer Compensation

In determining Ms. Bartz's compensation for the fiscal year ended January
31, 1996, the Committee reviewed industry surveys of compensation paid to
chief executive officers of comparable companies, with a focus on those
companies located in the San Francisco Bay Area, and evaluated achievement of
corporate, individual and organizational objectives for the fiscal year. Ms.
Bartz's annual base compensation for fiscal year 1996 was $475,000. Like the
other executive officers, Ms. Bartz also received an incentive bonus
determined on the basis of (i) the Company's revenue growth and operating
margin and (ii) achievement of specific weighted corporate goals. Ms. Bartz
was awarded an incentive bonus of $228,784, together with a "success sharing"
bonus awarded to substantially all of the Company's employees in the amount of
$500.

Deductibility of Executive Compensation

Beginning in 1994, the Internal Revenue Code of 1986, as amended (the
"Code") limited the federal income tax deductibility of compensation paid to
the Company's chief executive and to each of the other four most highly
compensated executive officers. For this purpose, compensation can include, in
addition to cash compensation, the difference between the exercise price of
stock options and the value of the underlying stock on the date of exercise.
The Company may deduct compensation with respect to any of these individuals
only to the extent that during any fiscal year such compensation does not
exceed $1 million or meets certain other conditions (such as stockholder
approval). Considering the Company's current compensation plans and policy,
the Company and the Compensation Committee believe that, for the near future,
there is little risk that the Company will lose any significant tax deduction
relating to executive compensation. If the deductibility of executive
compensation becomes a significant issue, the Company's compensation plans and
policy will be modified to maximize deductibility if the Company and the
Compensation Committee determine that such action is in the best interests of
the Company.

COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS

Crawford W. Beveridge, Chairman
Jerre Stead
Morton Topfer

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee was or is an officer or employee of
the Company or any of its subsidiaries.

EMPLOYMENT CONTRACTS AND CERTAIN TRANSACTIONS

In April 1992, the Company entered into an agreement with Carol A. Bartz
which provides for a minimum base salary of $400,000, incentive bonus of up to
eighty percent (80%) of base salary, a one-time employment bonus of $250,000
(to compensate for a foregone bonus) and the grant of options to purchase
2,000,000 shares (as adjusted to reflect the October 1994 two-for-one stock
split) of Common Stock vesting over five years of employment. The agreement
provides for a severance payment equal to two years' base salary and incentive
compensation in the event Ms. Bartz's employment is terminated without cause
within two years after commencement of employment or one year after a change
of control of the Company not approved by the Board of Directors or two years'
base compensation in the event Ms. Bartz's employment is terminated without
cause under any other circumstances. The vesting of Ms. Bartz's options will
accelerate upon a change of control.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent
(10%) of a registered class of the Company's equity securities, to file
reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with
the Securities and Exchange Commission (the "SEC") and the National
Association of Securities Dealers. Such officers, directors and ten percent
(10%) stockholders are also required by SEC rules to furnish the Company with
copies of all Section 16(a) forms that they file.

Based solely on its review of copies of such reports received or written
representations from certain reporting persons, the Company believes that it
complied with all Section 16(a) filing requirements applicable to its
officers, directors and ten percent (10%) stockholders during the fiscal year
ended January 31, 1996.

COMPANY STOCK PRICE PERFORMANCE

The following graph shows a five-year comparison of cumulative total return
(equal to dividends plus stock appreciation) for the Company's Common Stock,
the Standard & Poor's 500 Stock Index and the Dow Jones Software Index.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL STOCKHOLDER RETURN*

[PERFORMANCE GRAPH APPEARS HERE]

DOW JONES
Measurement Period SOFTWARE S&P 500
(Fiscal Year Covered) AUTODESK, INC. INDEX INDEX
- - - --------------------- -------------- --------- -------

Measurement Pt-1991 $100.00 $100.00 $100.00
FYE 1992 $ 63.00 $182.00 $119.00
FYE 1993 $107.00 $204.00 $128.00
FYE 1994 $118.00 $222.00 $140.00
FYE 1995 $152.00 $272.00 $137.00
FYE 1996 $140.00 $410.00 $185.00

- - - --------
* Assumes $100 invested January 31, 1991 in the Company's stock, the Standard
& Poor's 500 Stock Index and the Dow Jones Software Index, with reinvestment
of all dividends. Total stockholder returns for prior periods are not an
indication of future investment returns.

PROPOSAL TWO

ADOPTION OF 1996 STOCK PLAN

The 1996 Stock Plan was adopted by the Board of Directors in March 1996 to
replace the Company's 1987 Option Plan, which expires on April 3, 1997. A
total of 1,500,000 shares of Common Stock are currently reserved for issuance
under the 1996 Stock Plan, in addition to 2,489,743 shares which remain
available for grant under the 1987 Option Plan as of May 10, 1996 and any
additional shares (up to a maximum of 9,000,000 shares) that are available
upon termination of options presently outstanding under the 1987 Option Plan.
As of May 10, 1996, options to purchase 9,010,632 shares held by approximately
2,000 optionees were outstanding at a weighted average per share exercise
price of $29.46 and 2,489,743 shares remained available for future grants
under the 1987 Option Plan.

The stockholders are requested to approve the adoption of the 1996 Stock
Plan and the reservation for issuance of 3,989,743 shares, including the
shares submitted for stockholder approval at this meeting, in addition to
2,489,743 shares remaining available for grant under the 1987 Option Plan as
of May 10, 1996 as well as additional shares to the extent currently
outstanding options are terminated and the underlying shares are returned to
the available pool. The Company believes that the 1996 Stock Plan is a key
component of its strategy to attract and retain skilled employees and quality
management. The Board of Directors believes it is in the Company's best
interests to adopt the 1996 Stock Plan so that the Company may continue to
attract and retain the services of key employees by granting options to
purchase the Company's Common Stock and other incentives to its employees in
the form of equity ownership. While encouraging employees to be stockholders,
the Company also recognizes that option grants to employees can result in
dilution to existing stockholders. The Company attempts to limit the impact of
this dilution through a systematic and ongoing repurchase program. Since
December 1991, the Company has repurchased approximately 12.2 million shares
of its common stock for approximately $341 million. The Company intends to
continue this program for the foreseeable future.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ADOPTION OF THE 1996 STOCK
PLAN.

VOTE REQUIRED

The affirmative vote of the holders of a majority of the Votes Cast will be
required to adopt the 1996 Stock Plan.

SUMMARY OF THE 1996 STOCK PLAN

A description of the principal features of the 1996 Stock Plan (the "1996
Plan") is set forth below.

General. The 1996 Plan gives the Board, or a committee that the Board
appoints, authority to grant options or rights to purchase Common Stock and to
grant long-term performance awards in the form of cash or stock bonus awards.
Options granted under the 1996 Plan may be either "incentive stock options" as
defined in Section 422 of the Code, or nonstatutory stock options, as
determined by the Board or its committee.

Purpose. The purposes of the 1996 Plan are to attract and retain the best
available personnel for the Company, provide additional incentive to the
employees of the Company and promote the success of the Company's business.

Administration of the 1996 Plan. The 1996 Plan may be administered by the
Board or a committee of the Board. The plan is currently being administered by
the Board except that option grants to officers and employee directors are
administered by the Compensation Committee of the Board, the members of which
are outside directors who are ineligible to participate in any discretionary
stock plan of the Company, and standard option grants to non-officer employees
within guidelines previously approved by the Compensation Committee are
administered by the Company's Chief Executive Officer. The interpretation and
construction of any provision of the 1996 Plan by the Board or its committee
shall be final and binding. Members of the Board receive no additional
compensation for their services in connection with the administration of the
1996 Plan.

Eligibility. The 1996 Plan provides that stock options, stock purchase
rights or long-term performance awards may be granted to employees (including
officers and directors who are also employees) of and consultants to the
Company and its majority-owned subsidiaries. Incentive stock options may be
granted only to employees. The Board or a committee of the Board selects the
participants and determines the number of shares to be subject to each stock
option, stock purchase right and/or performance award. Each option shall be
designated as either an incentive stock option or a nonstatutory stock option,
except that to the extent that the aggregate fair market value of the shares
with respect to which options designated as incentive stock options are
exercisable for the first time by an optionee during any calendar year (under
all plans of the Company) exceeds $100,000, such excess options must be
treated as nonstatutory stock options.

Terms of Awards. The terms of options, purchase rights and long-term
performance awards granted under the 1996 Plan are determined by the Board or
its committee. Each option is evidenced by a written agreement between the
Company and the person to whom such option or right is granted. Options are
typically exercisable over a three-year period beginning on the date of grant
at the rate of 1/3 at the end of the first year, an additional 1/3 at the end
of the second year and the final 1/3 at the end of the third year and
generally terminate 10 years after the date of grant. Restricted stock grants
may not vest in whole or in part prior to three years after the date of grant.
Pursuant to the 1996 Plan, options, purchase rights and long-term performance
awards may be subject to the following additional terms and conditions:

(a) Exercise of the Option. The optionee must earn the right to exercise
the option by continuing to work for the Company over a specified
period. An option is exercised by giving written notice of exercise to
the Company specifying the number of full shares of Common Stock to be
purchased and tendering payment of the purchase price to the Company.
The method of payment of the exercise price of the shares purchased
upon exercise of an option shall be determined by the Board or its
committee at the time of grant.

(b) Exercise Price. The exercise price of options granted under the 1996
Plan is determined by the Board or its committee and must not be less
than one hundred percent (100%) of the fair market value of the Common
Stock, in the case of either incentive stock options or nonstatutory
stock options, on the date the option is granted. Fair market value per
share is the closing price on the Nasdaq National Market on the date of
grant.

(c) Termination of Employment. If an optionee's employment or consulting
relationship with the Company is terminated for any reason other than
death or permanent disability, options outstanding under the 1996 Plan
may be exercised within 90 days (or such other period of time as
determined by the Board, not to exceed certain limits) after the date
of such termination to the extent the options were exercisable on the
date of termination.

(d) Disability. If an optionee's employment by the Company terminates
because of total and permanent disability, options outstanding under
the 1996 Plan may be exercised within 12 months after termination to
the extent such options were exercisable at the date of termination.

(e) Death of Optionee. If an optionee should die while employed by the
Company, options shall become fully exercisable and may be exercised at
any time within 12 months after death.

(f) Termination of Options. The 1996 Plan provides that options granted
under the plan will expire up to 10 years from the date of grant,
unless a shorter period is provided in the stock option agreement. No
option may be exercised by any person after expiration.

(g) Stock Purchase Rights and Repurchase Option. The 1996 Plan provides
that stock purchase rights may be issued either alone, in addition to,
or in tandem with other awards granted under the Plan and/or cash
awards made outside of the Plan. The number of shares subject to grants
of stock purchase rights shall not exceed fifteen percent (15%) of the
total number of shares authorized under the 1996 Plan.

Each written agreement between the Company and an optionee evidencing a
stock purchase right shall grant the Company a repurchase option
exercisable on unvested shares upon the voluntary or involuntary
termination of such optionee's employment with the Company for any
reason other than death.

(h) Long-Term Performance Awards. The 1996 Plan provides that long-term
performance awards in the form of cash or stock bonus awards may be
granted either along with, in addition to, or in tandem with other
awards granted under the Plan and/or awards made outside of the Plan.
The terms and conditions of long-term performance awards granted under
the 1996 Plan are determined by the Board or its committee.

(i) Non-Transferability of Options and Stock Purchase Rights and Awards. An
option, stock purchase right or award, as the case may be, is non-
transferable by the holder other than by will or the laws of descent and
distribution, and is exercisable during the holder's lifetime only by
the holder, or in the event of the holder's death, by the holder's
estate or by a person who acquires the right to exercise the option or
stock purchase right by bequest or inheritance.

(j) Limit on Size of Grants. Section 162(m) of the Code places limits on the
deductibility for federal income tax purposes of compensation paid to
certain executive officers of the Company. In order to preserve the
Company's ability to deduct the compensation income associated with
options and stock purchase rights granted to such persons, the Plan
provides that no employee may be granted options or stock purchase
rights to purchase more than 1,000,000 shares of Common Stock during any
fiscal year in addition to a 1,000,000 share limit upon commencement of
employment.

(k) Other Provisions. The option may contain other terms, provisions and
conditions not inconsistent with the 1996 Plan as may be determined by
the Board or its committee.

Adjustment Upon Changes in Capitalization or Merger. In the event any change
is made in the Company's capitalization, such as a stock split or reverse
stock split, appropriate adjustment shall be made to the purchase price and to
the number of shares subject to the stock option, stock purchase right and/or
long-term performance award. In the event of the proposed dissolution or
liquidation of the Company, all options and rights shall become fully
exercisable and will terminate immediately prior to the consummation of such
actions, unless otherwise provided by the Board. In the event of a proposed
sale of all or substantially all of the assets of the Company, or the merger
of the Company with or into another corporation, the successor corporation
shall assume all outstanding options and stock purchase rights or substitute
new options and rights therefor. If the successor corporation refuses to do
so, such options or purchase rights shall become fully exercisable.

Amendment and Termination of the 1996 Plan. The Board may amend or terminate
the 1996 Plan in such respects as the Board may deem advisable; provided that,
to the extent necessary to comply with Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or with
Section 422 of the Code or any other successor or applicable law or
regulation, the Company shall obtain stockholder approval of any 1996 Plan
amendment in such a manner and to such a degree as is required by the
applicable law, rule or regulation. Any amendment or termination of the 1996
Plan shall not affect options or rights already granted and such options and
rights shall remain in full force and effect as if the 1996 Plan had not been
amended or terminated, unless mutually agreed otherwise between the holder and
the Board, which agreement must be in writing and signed by the holder and the
Company. In any event, the 1996 Plan shall terminate in 2006. Any options
outstanding under the 1996 Plan at the time of its termination shall remain
outstanding until they expire by their terms.

FEDERAL TAX INFORMATION

Options granted under the 1996 Plan may be either "incentive stock options,"
as defined in Section 422 of the Code, or nonstatutory options.

Incentive Stock Options. If an option granted under the 1996 Plan is an
incentive stock option, the optionee will recognize no income upon grant of
the incentive stock option and incur no tax liability due to the exercise
unless the optionee is subject to the alternative minimum tax. Upon the sale
or exchange of the shares more than two years after grant of the option and
one year after exercising the option, any gain or loss will be treated as
long-term capital gain or loss. If these holding periods are not satisfied,
the optionee will recognize ordinary income equal to the difference between
the exercise price and the lower of (i) the fair market value of the stock at
the date of the option exercise or (ii) the sale price of the stock. A
different rule for measuring ordinary income upon such a premature disposition
may apply if the optionee is also an officer, director or ten percent (10%)
stockholder of the Company. The Company will be entitled to a deduction in the
same amount as the ordinary income recognized by the optionee. Any gain or
loss recognized on such a premature disposition of the shares in excess of the
amount treated as ordinary income will be characterized as long-term or short-
term capital gain or loss, depending on the holding period.

Nonstatutory Stock Options. All other options that do not qualify as
incentive stock options are referred to as nonstatutory options. An optionee
will not recognize any taxable income at the time a nonstatutory option is
granted. However, upon exercise of a nonstatutory option, the optionee will
recognize taxable income generally measured as the excess of the then fair
market value of the shares purchased over the exercise price. Any taxable
income recognized in connection with an option exercise by an optionee who is
also an employee of the Company will be subject to income tax withholding by
the Company. The Company is entitled to a deduction in the same amount as the
ordinary income recognized by the optionee. Upon a disposition of such shares
by the optionee, any difference between the sale price and the exercise price,
to the extent not recognized as taxable income as described above, will be
treated as long-term or short-term capital gain or loss, depending on the
holding period.

Stock Purchase Rights. Stock purchase rights will generally be taxed in the
same manner as nonstatutory stock options. However, restricted stock is
generally purchased upon the exercise of a stock purchase right. At the time
of purchase, restricted stock is subject to a "substantial risk of forfeiture"
within the meaning of Section 83 of the Code. As a result, the purchaser will
not recognize ordinary income at the time of purchase. Instead, the purchaser
will recognize ordinary income on the dates when stock ceases to be subject to
a substantial risk of forfeiture. The stock will generally cease to be subject
to a substantial risk of forfeiture when it is no longer subject to the
Company's right to repurchase the stock upon the purchaser's termination of
employment with the Company. At such times, the purchaser will recognize
ordinary income measured as the difference between the purchase price and the
fair market value of the stock on the date the stock is no longer subject to a
substantial risk of forfeiture.

The purchaser may accelerate to the date of purchase his or her recognition
of ordinary income, if any, and the beginning of any capital gain holding
period by timely filing an election pursuant to Section 83(b) of the Code. In
such event, the ordinary income recognized, if any, is measured as the
difference between the purchase price and the fair market value of the stock
on the date of purchase, and the capital gain holding period commences on such
date. The ordinary income recognized by a purchaser who is an employee will be
subject to tax withholding by the Company. Different rules may apply if the
purchaser is also an officer, director, or 10% shareholder of the Company.

Long-Term Performance Awards. Generally, no income will be recognized by a
recipient in connection with the grant of a long-term performance award,
unless an election under Section 83(b) of the Code is filed with the Internal
Revenue Service within 30 days of the date of grant. Otherwise, at the time
the long-term performance award vests, the recipient will generally recognize
compensation income in an amount equal to the fair market value of the award
at the time of vesting. Generally, the recipient will be subject to the tax
consequences discussed under "Nonstatutory Stock Options." In the case of a
recipient who is also an employee, any amount included in income will be
subject to withholding by the Company. The Company will be entitled to a tax
deduction in the amount and at the time the recipient recognizes ordinary
income with respect to a long-term performance award.

The foregoing summary of the effect of federal income taxation upon
optionees, holders of stock purchase rights and the Company with respect to
the grant and exercise of options and stock purchase rights under the 1996
Plan does not purport to be complete, and reference should be made to the
applicable provisions of the Code. In addition, this summary does not discuss
the tax consequences of the optionee's death or the income tax laws of any
municipality, state or foreign country in which an optionee may reside.

PROPOSAL THREE

AMENDMENT TO EMPLOYEE QUALIFIED STOCK PURCHASE PLAN

The Employee Qualified Stock Purchase Plan (the "Purchase Plan") was adopted
by the Board of Directors in February 1988 and was approved by the
shareholders in June 1988. As of May 10, 1996, pursuant to offerings under the
Purchase Plan, a total of 1,631,259 shares had been issued to participants at
a weighted average price of $18.29 per share, and a total of 468,141 shares
are available for future issuance under the Purchase Plan.

The shareholders are requested to approve amendments to the Purchase Plan to
(i) increase the number of shares issuable thereunder by 500,000 shares, and
(ii) raise the maximum level of permitted payroll deduction under the Purchase
Plan from ten percent (10%) to fifteen percent (15%) of total compensation.
The Board of Directors believes it is in the Company's best interest to
increase the number of shares reserved for issuance so that the Company may
continue to provide eligible employees the opportunity to purchase the
Company's Common Stock through payroll deductions and to raise the maximum
payroll deduction level permitted under the Purchase Plan so that employees
may contribute a greater portion of their salaries toward purchases of the
Company's stock, thereby aligning their individual financial interests more
closely with those of the stockholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR"
RATIFICATION OF THE AMENDMENTS TO THE PURCHASE PLAN.

VOTE REQUIRED

The affirmative vote of the holders of a majority of the shares of the
Company's Votes Cast will be required to approve the amendments to the
Purchase Plan.

SUMMARY OF EMPLOYEE QUALIFIED STOCK PURCHASE PLAN

A description of the principal features of the Purchase Plan, as amended, is
set forth below:

Purpose. The purposes of the Purchase Plan are to attract and retain the
best available personnel for the Company and promote employee ownership of the
Company's Common Stock.

Administration of the Purchase Plan. The Purchase Plan may be administered
by the Company's Board of Directors or a committee of the Board. The plan is
currently being administered by the Board. The interpretation and construction
of any provision of the Purchase Plan by the Board or its committee shall be
final and binding. Members of the Board receive no additional compensation for
their services in connection with the administration of the Purchase Plan.

Eligibility. Employees are eligible to participate in the Purchase Plan if
they are customarily employed by the Company for more than five months per
calendar year and at least 20 hours per week. The Purchase Plan permits
eligible employees to purchase the Company's Common Stock through voluntary
payroll deductions (which, subject to stockholder approval of this Proposal
Three, may not exceed fifteen percent (15%) of an employee's compensation or
as otherwise restricted by the Code), at a price equal to eighty-five (85%) of
the lower of the fair market value of the Common Stock at the beginning of the
offering period or at the end of each six-month period.

Participation. Eligible employees may become participants in the Purchase
Plan by filing completed subscription agreements authorizing payroll
deductions. Options to purchase the Company's Common Stock through voluntary
payroll deductions (subject to the limitations described above) shall be
granted to Plan participants on the first day of each offering period and
shall be exercised automatically unless such participants withdraw from the
Purchase Plan. The Company shall arrange the delivery to each participant, as
appropriate, of a certificate representing the shares purchased upon exercise
of such participant's option.

Amendment and Termination of the Purchase Plan. The Board may amend or
terminate the Purchase Plan from time to time in such respects as the Board
may deem advisable; provided that, to the extent necessary to comply with Rule
16b-3 promulgated under the Securities Exchange Act of 1934 (the "Exchange
Act"), or with Section 423 of the Code or any other successor or applicable
law or regulation, the Company must obtain shareholder approval of any
purchase Plan amendment in such a manner and to such a degree as is required
by the applicable law, rule or regulation. In any event, the Purchase Plan
will terminate in February 2008.

TAX INFORMATION

The Purchase Plan, and the right of participants to make purchases
thereunder, is intended to qualify under the provisions of Section 423 of the
Code. Under these provisions, no income will be taxable to a participant until
the shares purchased under the Plan are sold or otherwise disposed of. Upon
sale or other disposition of the shares, the participant will generally be
subject to tax and the amount of the tax will depend upon the holding period.
If the shares are sold or otherwise disposed of more than two years from the
first day of the offering period and one year from the date the shares are
purchased, the participant will recognize ordinary income measured as the
lesser of (a) the excess of the fair market value of the shares at the time of
such sale or disposition over the purchase price, and (b) an amount equal to
fifteen (15%) of the fair market value of the shares as of the first day of
the offering period. Any additional gain will be treated as long-term capital
gain. If the shares are sold or otherwise disposed of before the expiration of
these holding periods, the participant will recognize ordinary income
generally measured as the excess of the fair market value of the shares on the
date the shares are purchased over the purchase price. Any additional gain or
loss on such sale or disposition will be long-term or short-term capital gain
or loss, depending on the holding period. The Company is not entitled to a
deduction for amounts taxed as ordinary income or capital gain to a
participant except to the extent of ordinary income recognized by participants
upon a sale or disposition of shares prior to the expiration of the holding
periods described above.

The foregoing is only a summary of the effect of federal income taxation
upon the participant and the Company with respect to the shares purchased
under the Purchase Plan. Reference should be made to the applicable provisions
of the Code. In addition, the summary does not discuss the tax consequences of
a participant's death or the income tax laws of any state or foreign country
in which the participant may reside.

PROPOSAL FOUR

AMENDMENT OF THE 1990 DIRECTORS' OPTION PLAN

The Company's 1990 Directors' Option Plan (the "Directors' Plan") was
adopted by the Board of Directors in July 1990 and was approved by the
stockholders in June 1991. A total of 440,000 shares of Common Stock are
reserved for issuance under the Directors' Plan, including the shares
submitted for stockholder approval at this meeting. As of May 10, 1996,
options to purchase 153,000 shares were outstanding under the Directors' Plan
at a weighted average per share exercise price of $35.46 and 61,661 shares
remained available for future grants thereunder. There are currently six
directors who are eligible to participate in the Directors' Plan.

The stockholders are requested to approve amendments to the Directors' Plan
to (i) increase the number of shares reserved for issuance thereunder by
200,000 for a total of 440,000 shares, (ii) provide for acceleration of
vesting of all outstanding options upon an optionee's death, (iii) provide for
a ten-year term for all new option grants, and (iv) require that directors
take not more than fifty percent (50%) of their current $25,000 annual

directors' fee in cash and the balance in the form of the Company's restricted
stock, issued at the rate of $1.20 worth of stock for each $1.00 of cash
compensation foregone. The Company believes that these changes will serve to
better align the interests of the directors with those of the stockholders,
facilitate attracting highly qualified directors and simplify administration
of the Directors' Plan. The Directors' Plan was adopted in order to permit
equity participation in the Company by the non-employee directors of the
Company as consideration for their service on the Board and to provide an
equity incentive associated with the success of the Company's business.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" AMENDMENT
OF THE 1990 DIRECTORS' OPTION PLAN.

VOTE REQUIRED

The affirmative vote of the holders of a majority of the shares of the Votes
Cast will be required to amend the Directors' Plan.

SUMMARY OF THE DIRECTORS' PLAN

A description of the principal features of the Directors' Plan, as amended,
is set forth below.

Purpose. The purposes of the Directors' Plan are to attract and retain
highly skilled individuals as directors of the Company, to provide incentive
to the non-employee directors of the Company to serve as directors and to
encourage their continued service on the Board and to encourage equity
ownership by directors in order to align their interests with those of the
stockholders.

Stock Subject to the Plan. The maximum number of shares of the Company's
Common Stock that may be optioned and sold, or issued as Restricted Stock,
under the Directors' Plan is 440,000, including the shares submitted for
approval at this meeting. If an option expires or becomes unexercisable for
any reason, the unpurchased shares of stock that were subject to the option
may be returned to the Directors' Plan, unless such plan has terminated, and
may become available for future grant under the plan.

Restricted Stock Awards. Subject to stockholder approval, directors who are
not employees of or consultants to the Company shall be required to take not
more than fifty percent (50%) of their annual directors' fee in cash and the
balance in the form of the Company's restricted stock. Such restricted stock
awards shall consist of stock having a purchase price on the date of grant
equal to one hundred twenty percent (120%) of the foregone cash compensation.
If a director elects to convert more than fifty percent (50%) of his or her
directors' fees to restricted stock, notice of such election must be provided
to the company in writing at least six months prior to the date of grant.

Administration. The Directors' Plan fixes the timing of option and
restricted stock grants, amount of the grants, basis for the exercise price
and restrictions on exercise of the options and restricted stock in order to
remove any discretionary element from the plan. Administration of the
Directors' Plan, to the extent necessary, will be provided by the Board of
Directors of the Company. The plan is structured such that no discretion is
exercised by any person concerning material decisions regarding the Directors'
Plan.

Eligibility. The Directors' Plan provides for the automatic grant of
nonstatutory options and restricted stock to outside directors of the Company.
Upon being elected or appointed to the Company's Board of Directors, each
outside director is granted an option, subject to certain vesting provisions,
to purchase 15,000 shares of the Company's Common Stock. Thereafter, on the
date of each subsequent annual meeting during the term of the Directors' Plan,
each outside director who has served on the Board for at least six full months
prior to the date of grant and is standing for reelection shall be
automatically granted an option to purchase 10,000 shares of the Company's
Common Stock.

Term of Plan. The Directors' Plan shall be effective for a ten-year term
unless earlier terminated pursuant to the provisions of the plan.

Terms of Option; Option Agreement. Subject to stockholder approval, options
granted under the Directors' Plan have a term of ten years, or such shorter
term as is provided in the director-optionee's option agreement. Each option
is evidenced by a stock option agreement between the Company and the director
to whom such option is granted.

Exercise Price. The per share exercise price of each option granted under
the Directors' Plan is one hundred percent (100%) of the fair market value per
share on the date the option is granted. As long as the Common Stock of the
Company is traded on the Nasdaq National Market, the fair market value of a
share of Common Stock of the Company shall be the closing sales price for such
stock on the date of grant. The purchase price of each share of stock received
pursuant to a restricted stock award shall be $0.01.

Exercise of Option. The director-optionee must earn the right to exercise
the option by continuing to serve on the Board of Directors. Options become
exercisable cumulatively, to the extent of thirty-four percent (34%), thirty-
three percent (33%) and thirty-three percent (33%) respectively, of the shares
subject to the option on the date of each of the three (3) succeeding annual
stockholder meetings, for as long as the optionee remains a director, for a
total vesting period of approximately (3) years.

An option is exercised by giving written notice of the exercise to the
Company specifying the number of full shares of Common Stock to be purchased
and tendering payment of the purchase price to the Company.

Purchase of Stock. The Board shall notify the recipient of a restricted
stock award in writing of the terms, conditions and restrictions relating to
the offer, and the offeree shall have 90 days following receipt of such notice
to accept the offer by execution of a Restricted Stock Purchase Agreement and
payment of the stock's purchase price.

Vesting of Restricted Stock. Restricted Stock shall vest on the date of the
annual stockholder meeting following the date of such restricted stock award.

Form of Consideration. The consideration to be paid for the shares to be
issued upon exercise of an option under the Directors' Plan may consist of
cash, check or other shares of the Company's Common Stock which, in the case
of the shares acquired upon exercise of an option, have been beneficially
owned for at least six months or which were not acquired directly or
indirectly from the Company, with a fair market value on the exercise date
equal to the aggregate exercise price of the shares being purchased.
Restricted stock awards shall be made to outside directors in lieu of cash
compensation for that number of shares equal in value to one hundred twenty
percent (120%) of foregone directors' fees. Outside directors must forego at
least fifty percent (50%) (and at their option, up to one hundred percent
(100%)) of their cash compensation to acquire restricted stock.

Rule 16b-3. Options granted to directors must comply with the applicable
provisions of Rule 16b-3 or any successor thereto and shall contain such
additional conditions or restrictions as may be required thereunder to qualify
for the maximum exemption from Section 16 of the Exchange Act with respect to
Directors' Plan actions.

Termination of Status as a Director. If a non-employee director ceases to
serve as a director of the Company, his or her options outstanding under the
Directors' Plan must be exercised within seven months after he or she ceases
to serve as a director of the Company to the extent such options were
exercisable on the date of termination.

Forfeiture of Restricted Stock. In the event a non-employee director ceases
to serve on the Board of Directors prior to vesting of a restricted stock
award, such award shall be forfeited without consideration.

Disability. If a non-employee director ceases to serve on the Board of
Directors due to a total and permanent disability, his or her options
outstanding under the Directors' Plan may be exercised at any time within 12
months after termination to the extent that such options were exercisable at
the date of termination. Any unvested restricted stock would be subject to
forfeiture.

Death of Optionee. If a director-optionee should die while serving on the
Company's Board of Directors, options shall become fully exercisable and may
be exercised at any time within 12 months after death. If a non-employee
director ceases to serve on the Board of Directors by reason of death, his or
her restricted stock award shall become fully vested as of the date of
termination as a result of death.

Nontransferability. An option granted under the Directors' Plan is
nontransferable by the holder otherwise than by will or the laws of descent
and distribution, and is exercisable during the holder's lifetime only by the
optionee, or in the event of the optionee's death, by the optionee's estate or
by a person who acquires the right to exercise the option by bequest or
inheritance.

Adjustment Upon Changes in Capitalization or Merger. In the event any change
is made in the Company's capitalization, such as a stock split or reverse
stock split, appropriate adjustment shall be made to the purchase price and to
the number of shares subject to the stock option or restricted stock award. In
the event of the proposed dissolution or liquidation of the Company, all
options and restricted stock will become immediately exercisable and will
terminate immediately prior to the consummation of such actions, unless
otherwise provided by the Board. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, restricted stock shall fully vest and the
successor corporation shall assume all outstanding options or substitute new
options therefor. If the successor corporation refuses to do so, such options
shall become fully exercisable.

Amendment and Termination of Directors' Plan. The Board may amend or
terminate the Directors' Plan from time to time in such respects as the Board
may deem advisable; provided that, to the extent necessary to comply with Rule
16b-3 promulgated under the Exchange Act or any other successor law or
regulation, the Company shall obtain stockholder approval of any amendment to
the Directors' Plan in such a manner and to such a degree as is required by
the applicable law, rule or regulation. Any amendment or termination of the
Directors' Plan shall not affect options and restricted stock already granted
and such options and restricted stock shall remain in full force and effect as
if the Directors' Plan had not been amended or terminated, without consent of
the director whose restricted stock and/or options was affected.

Any provisions of the Directors' Plan that affect terms required to be
specified in the plan by Rule 16b-3 promulgated under the Exchange Act shall
not be amended more than once every six months, other than as required by
other applicable laws, rules or regulations.

FEDERAL TAX INFORMATION

The following is only a summary of the effect of federal income tax
consequences of transactions under the Directors' Plan. This summary is not
intended to be exhaustive, and does not discuss the tax consequences of a
participant's death or the income tax laws of any municipality, state or
foreign country in which an optionee may reside.

Options granted under the Directors' Plan are nonstatutory stock options. An
optionee will not recognize any taxable income at the time he or she is
granted a nonstatutory stock option. Upon exercise of the option, the optionee
will generally recognize compensation income for federal tax purposes measured
by the excess, if any, of the then fair market value of the shares over the
option price. Because the optionee is a director of the Company, in certain
limited circumstances the date of taxation (and the date of measurement of
taxable ordinary income) may be deferred unless the optionee files an election
under Section 83(b) of the Code within thirty days of the date of exercise.
Upon resale of such shares by the optionee, any difference between the sales
price and the exercise price, to the extent not recognized as compensation
income as provided above, will be treated as capital gain or loss, and will
qualify for long-term capital gain or loss treatment if the shares have been
held for more than one year. The Company will be entitled to a tax deduction
in the amount and at the time that the optionee recognizes ordinary income
with respect to shares acquired upon exercise of a nonstatutory option.

Stock purchase awards will generally be taxed in the same manner as
nonstatutory stock options. However, restricted stock is generally purchased
upon the exercise of a stock purchase right. At the time of purchase,
restricted stock is subject to a "substantial risk of forfeiture" within the
meaning of Section 83 of the Code. As a result, the purchaser will not
recognize ordinary income at the time of purchase. Instead, the purchaser will
recognize ordinary income on the dates when stock ceases to be subject to a
substantial risk of forfeiture. The stock will generally cease to be subject
to a substantial risk of forfeiture when it is no longer subject to the
Company's right to repurchase the stock upon the purchaser's termination of
employment with the Company. At such times, the purchaser will recognize
ordinary income measured as the difference between the purchase price and the
fair market value of the stock on the date the stock is no longer subject to a
substantial risk of forfeiture.

PROPOSAL FIVE

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

On the recommendation of the Audit Committee, the Board of Directors has
appointed Ernst & Young LLP, independent auditors, to audit the consolidated
financial statements of the Company for the fiscal year ending January 31,
1997 and recommends that stockholders vote for ratification of such
appointment. In the event of a negative vote on such ratification, the Board
of Directors will reconsider its selection.

Ernst & Young LLP has audited the Company's financial statements annually
since the fiscal year ended January 31, 1983. Its representatives are expected
to be present at the meeting with the opportunity to make a statement if they
desire to do so and are expected to be available to respond to appropriate
questions.

OTHER MATTERS

The Company knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote the shares they represent as the
Board of Directors may recommend.

It is important that your stock be represented at the meeting, regardless of
the number of shares which you hold. You are, therefore, urged to execute and
return the accompanying proxy in the enclosed envelope, at your earliest
convenience.

THE BOARD OF DIRECTORS

Dated: May 22, 1996

PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF AUTODESK, INC.
1996 ANNUAL MEETING OF SHAREHOLDERS

The undersigned shareholder of AUTODESK, INC., a Delaware corporation, hereby
acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy
Statement, each dated May 22, 1996, and hereby appoints Carol A. Bartz and
Marcia K. Sterling, or either of them, proxies and attorneys-in-fact, with full
power to each of substitution, on behalf and in the name of the undersigned, to
represent the undersigned at the 1996 Annual Meeting of Stockholders of
AUTODESK, INC. to be held on June 27, 1996, at 3:00 p.m., at the Wyndham Garden
Hotel, 1010 Northgate Drive, San Rafael, California and at any adjournment or
postponement thereof, and to vote all shares of Common Stock that the
undersigned would be entitled to vote if then and there personally present upon
such business as may properly come before the meeting, including the items on
the reverse side of this form.

This proxy when properly executed will be voted as directed, or, if no
contrary direction is indicated, will be voted FOR the election of Directors,
FOR the adoption of the Company's 1996 Stock Plan, FOR the amendments to the
Company's Employee Qualified Stock Purchase Plan, FOR the amendments to the
Company's 1990 Directors' Option Plan, FOR the ratification of the appointment
of Ernst & Young LLP as independent auditors, and as said proxies deem
advisable on such other matters as may properly come before the meeting.

(Continued and to be signed on the other side.)

AUTODESK, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/

1. ELECTION OF DIRECTORS-- For All
Nominees: Carol A. Bartz; Mark A. Bertelsen; For Withheld Except
Crawford W. Beveridge; J. Hallam Dawson; / / / / / /
Jerre Stead; Mary Alice Taylor; Morton Topfer.

----------------------------------
(Except nominee(s) written above.)

2. Proposal to adopt the Company's 1996 Stock Plan For Against Abstain
and reservation of 1,500,000 additional shares of / / / / / /
the Company's Common Stock for issuance thereunder
plus any previously authorized but unissued shares
remaining under the 1987 Stock Option Plan and any
shares returned to such Plan as a result of
termination of options.

3. Proposal to approve an amendment to the Company's For Against Abstain
Employee Qualified Stock Purchase Plan in order to / / / / / /
increase by 500,000 shares the number of shares
reserved for issuance thereunder and to increase the
maximum permitted payroll deduction level to
fifteen percent of an employee's compensation:

4. Proposal to approve certain amendments to the For Against Abstain
Company's 1990 Directors' Stock Option Plan, / / / / / /
including an increase of 200,000 shares in the
number of shares reserved for issuance thereunder.

5. Proposal to ratify the appointment of Ernst & Young For Against Abstain
LLP as the independent auditors of the Company for / / / / / /
the fiscal year ending January 31, 1997:

(This Proxy should be marked, dated,
and signed by the shareholder(s)
exactly as his or her name appears
hereon, and returned promptly in the
enclosed envelope. Persons signing
in a fiduciary capacity should so
indicate. If shares are held by
joint tenants or as community
property, both should sign.)

Dated: _________________, 1996

Signature(s)________________________

____________________________________