8-K

 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                        
                                    FORM 8-K
                                        

                                 CURRENT REPORT


  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  Date of Report (Date of earliest event reported):  December 23, 1994



                                 AUTODESK, INC.
             (Exact name of registrant as specified in its charter)



            DELAWARE                      0-14338                94-2819853
(State or other jurisdiction of   (Commission file number)    (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                              111 MCINNIS PARKWAY
                          SAN RAFAEL, CALIFORNIA 94903
                    (Address of principal executive offices)

                                 (415) 507-5000
              (Registrant's telephone number, including area code)



                               2320 MARINSHIP WAY
                         SAUSALITO, CALIFORNIA   94965
         (Former name or former address, if changed since last report.)

 
ITEM 5.  OTHER EVENTS

On December 23, 1994, the United States District Court for the District of
Vermont awarded $25.5 million to Vermont Microsystems, Inc. in a lawsuit filed
against the registrant for misappropriation of trade secrets.  Attached as
Exhibit 99.1 to this Current Report on Form 8-K is the text of the registrant's
press release regarding the foregoing opinion.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

    (c)  Exhibits
         --------

       99.1 Text of Press Release dated December 27, 1994



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


DATE:  January 6, 1995


                             AUTODESK, INC.
                             (Registrant)

                             /S/ Eric B. Herr
                             ----------------
                             Eric B. Herr
                             Vice President, Chief Financial Officer
                             (Principal Financial and Accounting Officer)

                                       2

 
                               INDEX TO EXHIBITS


Exhibit
- - - - -------

99.1  Text of Press Release dated December 27, 1994

EX-99.1

 
  December 27, 1994
  For Immediate Release
  Contact: Christine Tsingos
  415-507-5707


  AUTODESK TO APPEAL RULING IN VERMONT MICROSYSTEMS LAWSUIT


  San Rafael, Calif. -- December 27, 1994 -- Autodesk, Inc. announced
  that a United States District Judge in Vermont issued an opinion
  ruling in favor of the plaintiff in a trade secret suit brought
  against Autodesk.  The suit, Vermont Microsystems, Inc. v. Autodesk,
  Inc., involved programming techniques used in developing a display
  list driver that was included in AutoCAD Release 12 for Windows and
  AutoCAD LT.  Autodesk strongly denies any wrongdoing and intends to
  appeal this decision.

  The Court awarded $25.5 million to Vermont Microsystems.  However,
  the Court rejected the plaintiff's claim that Autodesk acted
  maliciously or willfully and declined to issue any injunction against
  Autodesk.

  "We are disappointed that the Court did not provide greater
  guidance in the complex arena of intellectual property and what a
  company may reasonably claim as a trade secret," noted Sandra Marin,
  Autodesk's Vice President and General Counsel, adding "This is
  particularly relevant in the software industry, where past experience
  and creative efforts play a major role in product development
  efforts."

  While Autodesk intends to appeal this judgment, and continues to
  vigorously deny any wrongdoing in this matter, the Company will record
  a pre-tax charge to earnings of approximately $26 million in its
  fourth fiscal quarter ending January 31, 1995, resulting in a $0.32 to
  $0.35 impact on earnings per share.

  Autodesk is the world's leading supplier of computer-aided design
  automation software and the fifth-largest PC software company in the
  world.  The company develops, markets and supports a family of design
  automation and professional multimedia software and component
  technologies for use on personal computers and workstations.  A global
  company since its founding in 1982, Autodesk markets products in 115
  countries and 18 languages.  Autodesk shares are traded on the Nasdaq
  National Market under the symbol ACAD.  For more information, please
  call 415-332-2344 or type GO ADESK on CompuServe(R).

  - 30 -

  Autodesk, the Autodesk logo and AutoCAD are registered trademarks of
  Autodesk, Inc.  ACAD is a trademark of Autodesk, Inc.  All other brand
  and product names mentioned are the service marks, trademarks or
  registered trademarks of their respective owners.