SEC Filing | Autodesk, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Miller Andrew

(Last)

(First)

(Middle)

111 MCINNIS PARKWAY

(Street)

SAN RAFAEL

94903

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2005

3. Issuer Name and Ticker or Trading Symbol
AUTODESK INC [ ADSK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Finance, CAO & Controller

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option (right to buy)	06/03/2004⁽¹⁾	06/03/2013	Common Stock	40,812	7.35	D
Non-Qualified Stock Option (right to buy)	06/03/2004⁽²⁾	06/03/2013	Common Stock	19,188	7.35	D
Non-Qualified Stock Option (right to buy)	11/20/2004⁽³⁾	11/20/2013	Common Stock	15,000	9.7	D
Incentive Stock Option (right to buy)	04/05/2005⁽⁴⁾	04/05/2014	Common Stock	6,090	16.42	D
Non-Qualified Stock Option (right to buy)	04/05/2005⁽⁵⁾	04/05/2014	Common Stock	43,910	16.42	D

Explanation of Responses:

1. The option vests in four equal annual installments of 13,604 shares beginning on 06/03/2003.

2. The option vests in four equal annual installments of 6,396 shares beginning on 06/03/2003.

3. The option vests in four equal annual installments of 5,000 shares beginning on 11/20/2003.

4. The option vests over a 4-year period beginning on 04/05/2004 at the rate of 0 shares on each of the first, second and third anniversaries, and 6,090 shares on the fourth anniversary.

5. The option vests over a 4-year period beginning on 04/05/2004 at the rate of 12,500 shares on each of the first, second and third anniversaries, and 6,410 shares on the fourth anniversary.

	Nancy Thiel, Attorney-in-fact for Andrew Miller	03/17/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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POWER OF ATTORNEY

      The undersigned, as a Section 16 reporting person of Autodesk, Inc. (the "Company"),
hereby constitutes and appoints Nancy Thiel and Andrew Chew and each of them, the
undersigned's true and lawful attorney-in-fact to:

1.	complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto
as such attorney-in-fact shall in his or her discretion determine to be required or
advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as
amended) and the rules and regulations promulgated thereunder, or any successor
laws and regulations, as a consequence of the undersigned's ownership, acquisition or
disposition of securities of the Company; and

2.	do all acts necessary in order to file such forms with the Securities and Exchange
Commission, any securities exchange or national association, the Company and such
other person or agency as the attorney-in-fact shall deem appropriate.

      The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall
do or cause to be done by virtue hereof.  The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).

        This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the Company and the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 1st day of March, 2005.


Signature: /s/ Andrew Miller

Print Name: Andrew Miller