Sec Form 4 Filing - Mendels David R @ ADOBE SYSTEMS INC - 2008-01-24

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 Mendels David R 2. Issuer Name and Ticker or Trading Symbol ADOBE SYSTEMS INC [ ADBE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP Enterprise Solutions (Last) (First) (Middle) ADOBE SYSTEMS INCORPORATED, 345 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2008 (Street) SAN JOSE, CA95110 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 01/24/2008 A 14,663 ( 1 ) A $ 0 42,134 D Common Stock 01/24/2008 F 6,165 ( 2 ) D $ 34.64 35,969 D Common Stock 01/24/2008 A 4,167 ( 3 ) A $ 0 40,136 D Common Stock 01/24/2008 F 1,907 ( 2 ) D $ 34.64 38,229 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. 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 (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) $ 34.64 01/24/2008 A 3,054 ( 4 ) 01/24/2015 Common Stock 3,054 $ 0 3,054 D Non-Qualified Stock Option (right to buy) $ 34.64 01/24/2008 A 90,946 ( 4 ) 01/24/2015 Common Stock 90,946 $ 0 90,946 D Performance Shares $ 0 01/24/2008 A V 60,000 ( 5 ) ( 6 ) ( 6 ) Common Stock 60,000 ( 5 ) $ 0 60,000 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mendels David R ADOBE SYSTEMS INCORPORATED 345 PARK AVENUE SAN JOSE, CA95110 SVP Enterprise Solutions Signatures /s/Stuart Fagin, as attorney-in-fact 01/28/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of shares acquired upon vesting of the Performance Share Units earned under the participant's 2006 Performance Share award. The participant earned approximately 105% of the award based on the achievement of certain pre-established performance goals during the 2006 and 2007 fiscal years. ( 2 )Shares surrendered to pay tax liability due at vesting of Performance Share Units. ( 3 )Represents the number of shares acquired upon vesting of 25% of the Performance Share Units earned under the participant's 2007 Performance Share award. The participant earned 200% of the award based on the achievement of certain pre-established performance goals during the 2007 fiscal year. The remaining Performance Share Units will vest 25% annually on the second, third, and fourth anniversary of the grant date. ( 4 )Vests at a rate of 2.08% per month for 48 months. ( 5 )Represents the maximum number of Performance Shares that will be earned, if at all, based on the achievement of certain pre-established performance goals during the 2008 fiscal year. Each Performance Share Unit represents a contingent right to receive one share of ADBE common stock. The maximum number represents 200% of the target payout of 30,000 shares. ( 6 )Vesting of the Performance Share Units will be 25% after the first anniversary of the grant date upon certification of performance goal achievement with the remaining Units vesting 25% annually on the second, third, and fourth anniversary of the grant date if the initial performance goals are achieved.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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