Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Di Fronzo Pascal W
 2. Date of Event Requiring Statement (Month/Day/Year)
03/22/2007		 3. Issuer Name and Ticker or Trading Symbol
AUTODESK INC [ADSK]
(Last)
(First)
(Middle)
111 MCINNIS PARKWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP, Gen'l Counsel & Secy
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN RAFAEL, CA 94903		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities 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 2,002
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) 08/11/2004(1) 08/11/2013 Common Stock 2,310 $ 7.445 D  
Non-Qualified Stock Option (right to buy) 05/14/2005(2) 05/14/2014 Common Stock 6,600 $ 17.365 D  
Non-Qualified Stock Option (right to buy) 02/10/2006(3) 02/10/2012 Common Stock 8,500 $ 29.37 D  
Non-Qualified Stock Option (right to buy) 04/14/2006(4) 04/14/2012 Common Stock 20,000 $ 31.67 D  
Non-Qualified Stock Option (right to buy) 03/09/2007(5) 03/09/2012 Common Stock 40,000 $ 38 D  
Non-Qualified Stock Option (right to buy) 12/13/2007(6) 12/13/2012 Common Stock 30,000 $ 41.06 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Di Fronzo Pascal W
111 MCINNIS PARKWAY
SAN RAFAEL, CA 94903		       Sr. VP, Gen'l Counsel & Secy  

Signatures

Nancy R. Thiel, Attorney-in-fact for Pascal W. Di Fronzo 03/30/2007
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The option vests over a 3-year period beginning on 8/11/2003 at the rate of 2,380 shares on the first anniversary and 2,310 shares on each of the second and third anniversaries.
(2) The option vests over a 3-year period beginning on 5/14/2004 at the rate of 3,400 shares on the first anniversary and 3,300 shares on each of the second and third anniversaries.
(3) The option vests over a 3-year period beginning on 2/10/2005 at the rate of 2,890 shares on the first anniversary and 2,805 shares on each of the second and third anniversaries.
(4) The option vests in four equal annual installments of 5,000 shares beginning on 4/14/2005.
(5) The option vests in four equal annual installments of 10,000 shares beginning on 3/9/2006.
(6) The option vests in four equal annual installments of 7,500 shares beginning on 12/13/2006.

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