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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported)

                                November 18, 2004

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                                 Autodesk, Inc.
             (Exact name of registrant as specified in its charter)

            Delaware                 000-14338                94-2819853
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  (State or other jurisdiction      (Commission             (IRS Employer
       of incorporation)            File Number)          Identification No.)

                               111 McInnis Parkway
                          San Rafael, California 94903
          (Address of principal executive offices, including zip code)

                                 (415) 507-5000
              (Registrant's telephone number, including area code)


          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ]  Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[  ]  Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01. Other Events

      On November 18, 2004,  Autodesk,  Inc.  issued a press release  announcing
that its board of  directors  has  declared a 2-for-1  stock split on its common
stock  in the  form of a stock  dividend  to be paid  on  December  20,  2004 to
stockholders of record as of the close of business on December 6, 2004.

      In addition,  Autodesk  announced that it will  discontinue  its quarterly
cash dividend effective after the dividend for the fourth quarter of fiscal 2005
in March 2005.

      A  copy  of  the  press  release   announcing  the  stock  split  and  the
discontinuation  of  Autodesk's  quarterly  cash  dividend is filed  herewith as
Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.       Description
-----------       -----------
99.1              Press  Release,  dated  as  of  November  18,  2004,  entitled
                  "Autodesk  Announces 2-for-1 Stock Split; Plans to Discontinue
                  Cash Dividend."




                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                                AUTODESK, INC.

                                             By:/s/ Alfred J. Castino
                                                -----------------------------
                                                Alfred J. Castino
                                                Senior Vice President and  
                                                Chief Financial Officer

Date:  November 18, 2004




                                  EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------
99.1              Press  Release,  dated  as  of  November  18,  2004,  entitled
                  "Autodesk  Announces 2-for-1 Stock Split; Plans to Discontinue
                  Cash Dividend."