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 * BECKER JAN   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, Human Res, Corp RE (Last) (First) (Middle) 111 MCINNIS PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 10/02/2013 (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 10/02/2013   M   45,000 A $ 32.9 126,148 (3) D   Common Stock 10/02/2013   M   15,000 A $ 29.5 141,148 D   Common Stock 10/02/2013   S(2)   60,000 D $ 42 81,148 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)

$ 29.5

10/02/2013

M

15,000

03/26/2013(1)

03/26/2017

Common Stock

15,000

$ 0

11,611

D

Non-Qualified Stock Option (right to buy)

$ 32.9

10/02/2013

M

41,960

03/12/2012(4)

03/12/2014

Common Stock

41,960

$ 0

0

D

Incentive Stock Option (right to buy)

$ 32.9

10/02/2013

M

3,040

03/12/2012(4)

03/12/2014

Common Stock

3,040

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BECKER JAN 111 MCINNIS PARKWAY SAN RAFAEL, CA 94903			Sr VP, Human Res, Corp RE

Signatures

Nancy R. Thiel, Attorney-in-Fact for Jan Becker		10/04/2013
**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 option vests over a 4-year period beginning on March 26, 2010 at the rate of 15,000 shares on each of the first, second and third anniversaries, and 11,611 shares on the fourth anniversary.
(2)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 3, 2013.
(3)	Includes shares acquired in September 2013 pursuant to the Issuer's Employee Stock Purchase Plan.
(4)	The option vested in annual installments over a four year period beginning on March 12, 2008, and was fully vested and exercisable as of the Transaction Date.

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