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 *
  Kross Robert
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, MSD
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 12,550
D
 
Common Stock 80 (13)
I
By Son
Common Stock 80 (13)
I
By Daughter

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
Incentive Stock Option (right to buy) 07/19/2003(1) 07/19/2012 Common Stock 10,002 $ 6.26 D  
Non-Qualified Stock Option (right to buy) 07/19/2003(2) 07/19/2012 Common Stock 4,998 $ 6.26 D  
Incentive Stock Option (right to buy) 08/13/2003(3) 08/13/2012 Common Stock 5,002 $ 5.45 D  
Non-Qualified Stock Option (right to buy) 08/13/2003(4) 08/13/2012 Common Stock 4,998 $ 5.45 D  
Incentive Stock Option (right to buy) 05/23/2004(5) 05/23/2013 Common Stock 8,866 $ 7.425 D  
Non-Qualified Stock Option (right to buy) 05/23/2004(6) 05/23/2013 Common Stock 13,634 $ 7.425 D  
Incentive Stock Option (right to buy) 11/20/2004(7) 11/20/2013 Common Stock 4,568 $ 9.7 D  
Non-Qualified Stock Option (right to buy) 11/20/2004(8) 11/20/2013 Common Stock 15,432 $ 9.7 D  
Incentive Stock Option (right to buy) 04/05/2005(9) 04/05/2014 Common Stock 6,090 $ 16.42 D  
Non-Qualified Stock Option (right to buy) 04/05/2005(10) 04/05/2014 Common Stock 63,910 $ 16.42 D  
Non-Qualified Stock Option (right to buy) 02/10/2006(11) 02/10/2012 Common Stock 50,000 $ 29.37 D  
Non-Qualified Stock Option (right to buy) 03/09/2007(12) 03/09/2012 Common Stock 35,000 $ 38 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kross Robert
111 MCINNIS PARKWAY
SAN RAFAEL, CA 94903
      Sr. VP, MSD  

Signatures

Nancy R. Thiel, Attorney-in-fact for Robert Kross 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 4-year period beginning on 07/19/02 at the rate of 0 shares on each of the first and second anniversaries, 2 shares on the third anniversary and 10,000 shares on the fourth anniversary.
(2) The option vests over a 3-year period beginning on 07/19/02 at the rate of 10,000 shares on the first anniversary and 9,999 shares on each of the second and third anniversaries.
(3) The option vests over a 4-year period beginning on 08/13/2002 at the rate of 0 shares on each of the first and second anniversaries, 2 shares on the third anniversary and 5,000 shares on the fourth anniversary.
(4) The option vests over a 3-year period beginning on 08/13/2002 at the rate of 5,000 shares on the first anniversary and 4,999 shares on each of the second and third anniversaries.
(5) The option vests over a 4-year period beginning on 05/23/2003 at the rate of 0 shares on each of the first and second anniversaries, 1,366 shares on the third anniversary and 7,500 shares on the fourth anniversary.
(6) The option vests over a 3-year period beginning on 05/23/2003 at the rate of 7,500 shares on the first and second anniversaries and 6,134 shares on the third anniversary.
(7) The option vests over a 4-year period beginning on 11/20/2003 at the rate of 0 shares on each of the first, second and third anniversaries, and 4,568 shares on the fourth anniversary.
(8) The option vests over a 4-year period beginning on 11/20/2003 at the rate of 5,000 shares on each of the first, second and third anniversaries, and 432 shares on the fourth anniversary.
(9) The option vests over a 4-year period beginning on 04/05/2004 at the rate of 0 shares on each of the first, second and third anniversaries, and 6.090 shares on the fourth anniversary.
(10) The option vests over a 4-year period beginning on 04/05/2004 at the rate of 17,500 shares on each of the first, second and third anniversaries, and 11,410 shares on the fourth anniversary.
(11) The option vests in four equal annual installments of 12,500 shares beginning on 02/10/2005.
(12) The option vests in four equal annual installments of 8,750 shares beginning on 03/09/2006.
(13) The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

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