FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * Blum Steven M   2. Issuer Name and Ticker or Trading Symbol AUTODESK INC [ADSK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. VP, WW Sales and Services (Last) (First) (Middle) 111 MCINNIS PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 03/06/2013 (Street) SAN RAFAEL, CA 94903 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/06/2013   F   11,494 D $ 39.94 64,173 D   Common Stock 03/07/2013   M   20,706 A $ 32.9 84,879 D   Common Stock 03/07/2013   M   22,500 A $ 17.525 107,379 D   Common Stock 03/07/2013   S   43,206 (1) D $ 40 64,173 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 32.9

03/07/2013

M

20,706

(2)

03/12/2014

Common Stock

20,706

$ 0

0

D

Non-Qualified Stock Option (right to buy)

$ 17.525

03/07/2013

M

6,090

(3)

04/05/2014

Common Stock

6,090

$ 0

0

D

Non-Qualified Stock Option (right to buy)

$ 17.525

03/07/2013

M

16,410

(4)

04/05/2014

Common Stock

16,410

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Blum Steven M 111 MCINNIS PARKWAY SAN RAFAEL, CA 94903			Sr. VP, WW Sales and Services

Signatures

Nancy R. Thiel, Attorney-in-fact for Steven M. Blum		03/08/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 27, 2012.
(2)	The option vested in four equal annual installments of 12,500 shares beginning on March 12, 2008, and was fully vested and exercisable as of the Transaction Date.
(3)	The option vested over a 4-year period beginning on June 29,2007 at the rate of 0 shares on each of the first, second and third anniversaries, and 6,090 shares on the fourth anniversary. The option was fully vested and exercisable as of the Transaction Date.
(4)	The option vested over a 4-year period beginning on June 29,2007 at the rate of 0 shares on each of the first and second anniversaries, 22,500 shares on the third anniversary, and 16,410 shares on the fourth anniversary. The option was fully vested and exercisable as of the Transaction Date.

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