Sec Form 4 Filing - LYPACZEWSKI PAUL @ AUTODESK INC - 2004-08-31

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 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 LYPACZEWSKI PAUL 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) Ex VP, Discreet Division (Last) (First) (Middle) 111 MCINNIS PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2004 (Street) SAN RAFAEL, CA94903 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/31/2004 M 15,000 A $ 16.2813 15,000 D Common Stock 08/31/2004 M 3,750 A $ 14.73 18,750 D Common Stock 08/31/2004 S 4,592 D $ 44.19 14,158 D Common Stock 08/31/2004 S 100 D $ 44.21 14,058 D Common Stock 08/31/2004 S 1,450 D $ 44.22 12,608 D Common Stock 08/31/2004 S 12,608 D $ 44.41 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transacti on 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 (MM/DD/YY) 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 Incentive Stock Option (right to buy) $ 16.2813 08/31/2004 M 6,142 03/20/2004( 1 ) 03/20/2011 Common Stock 6,142 $ 0 6,142 D Non-Qualified Stock Option (right to buy) $ 16.2813 08/31/2004 M 8,858 03/20/2004( 2 ) 03/20/2011 Common Stock 8,858 $ 0 8,858 D Non-Qualified Stock Option (right to buy) $ 14.73 08/31/2004 M 3,750 03/13/2004( 3 ) 03/13/2013 Common Stock 3,750 $ 0 3,950 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LYPACZEWSKI PAUL 111 MCINNIS PARKWAY SAN RAFAEL, CA94903 Ex VP, Discreet Division Signatures Nancy R. Thiel, Attorney-in-fact for Paul Lypaczewski 09/01/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option vests over a 4-year period beginning on 03/20/2001 at the rate of 6142 shares on each of the third and fourth anniversaries. ( 2 )The option vests over a 4-year period beginning on 03/20/2001 at the rate of 15000 shares on each of the first and second anniversaries, and 8858 on each of the third and fourth anniversaries. ( 3 )The option vests over a 3-year period beginning on 03/13/2003 at the rate of 3750 on each of the first and second anniversaries, and 200 on the third anniversary.

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 4(b)(v).

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