8-K

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported)   August 20, 2001

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

        Delaware                    0-14338             94-2819853
(State or other jurisdiction      (Commission         (IRS Employer
    of incorporation)             File Number)      Identification No.)

111 McInnis Parkway, San Rafael, California                 94903
(Address of principal executive offices)                  (Zip Code)


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

                                      N/A
         (Former name or former address, if changed since last report)


Item 2. Acquisition or Disposition of Assets.

On August 20, 2001, Autodesk, Inc. (the "Registrant") acquired the remaining
outstanding stock of Buzzsaw.com, Inc., a Delaware corporation, for $15 million
in cash plus the assumption of liabilities. As of the date of the acquisition,
the Registrant held approximately a 40 percent interest in Buzzsaw.com, Inc. A
copy of the press release issued by the Registrant on August 28, 2001 regarding
the acquisition is attached as Exhibit 99.1 and is incorporated herein by
reference.

Item 7. Financial Statements and Exhibits.

List below the financial statements, pro forma financial information and
exhibits, if any, filed as a part of this report.

        (a) Financial statements of businesses acquired

        (b) Pro forma financial information

             Pursuant to Item 7(a) and Item 7(b), the Registrant is required to
             file certain financial statements with respect to the acquisition
             of Buzzsaw.com and certain pro forma financial information. As of
             the date hereof, it is impractical to provide such financial
             statements, including the notes thereto, as well as the required
             pro forma financial information. The Registrant expects to file all
             such required financial statements and pro forma financial
             information as soon as it is practical, and in any event within the
             time period required by Item 7(a).

        (c) Exhibits

        99.1  Press Release, dated August 28, 2001, of Registrant.


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.

                               AUTODESK, INC.
                               (Registrant)

Dated:   August 31, 2001       /S/ STEVE CAKEBREAD
                               -------------------
                               Steve Cakebread
                               Senior Vice President and Chief Financial Officer
                               (Principal Financial Officer and Principal
                               Accounting Officer)

EX-99.1

                                                                    Exhibit 99.1

Autodesk Completes Buzzsaw Acquisition, Augmenting Its Building Industry
Strategy With Leading Online Collaboration and Printing Solutions

SAN RAFAEL, CA - August 28, 2001 - Autodesk, Inc., (NASDAQ: ADSK) the world's
leading design and digital content creation company, today announced it has
completed the acquisition of Buzzsaw (www.buzzsaw.com), a privately held company
that provides online project collaboration and print management applications to
improve efficiencies and reduce costs for the building industry. Autodesk
completed the acquisition by purchasing Buzzsaw's outstanding shares for $15
million in cash. The transaction closed Monday, August 20, 2001.

"The Buzzsaw acquisition signifies Autodesk's commitment to identifying the
complementary technology and products to help extend its existing business to
new markets," said Carol Bartz, Autodesk chairman and CEO.  "Integrating
Buzzsaw's online collaboration and printing applications with Autodesk software
enables the building industry to leverage digital information from design to
print to construction, creating new efficiencies and cost savings throughout a
building's lifecycle."

As a result of the acquisition, Buzzsaw will become part of Autodesk's emerging
business group and will continue to operate in San Francisco.  Autodesk will
continue to support Buzzsaw customers and deliver on its original and current
mission: to provide easy-to-use online applications that enable building and
printing professionals to save time and reduce costs.

Carl Bass, former president and chief executive officer of Buzzsaw has been
named executive vice president of emerging business and chief strategy officer
at Autodesk. In this new role, Bass will identify and foster new growth
opportunities for Autodesk. He will also oversee the operations of Autodesk's
emerging businesses, such as Location Services and Buzzsaw, to facilitate
appropriate integration strategy with other Autodesk products.  The integration
of Buzzsaw collaboration and printing solutions will be led by Chris Bradshaw,
who will serve as vice president and general manager of the business.

The purchase of Buzzsaw is part of Autodesk's strategy to extend its business to
complementary new markets.  Buzzsaw serves customers across the building design,
construction, and management process: building owners and developers, facilities
managers, commercial contractors, and reprographers - the consumers of design
data created with Autodesk software. With Buzzsaw, the building industry can
leverage digital information from design to print to construction, enabling new
efficiencies and cost savings throughout a building's lifecycle.


About Autodesk

Autodesk is the world's leading design and digital content creation resource.
The company provides software and Internet portal services to help customers
drive business through the power of design. One of the largest software
companies in the world, Autodesk helps more than four million customers in more
than 150 countries turn designs into reality. For more information, contact any
Authorized Autodesk Reseller, call Autodesk at 800-964-6432, or visit
www.autodesk.com. Discreet(TM) product information is available at 800-869-3504
or via the Web at www.discreet.com. Buzzsaw product information is available via
                  ----------------
the web at www.buzzsaw.com.

                                     # # #

Autodesk and Buzzsaw are either registered trademarks or trademarks of Autodesk,
Inc./Buzzsaw, Inc. in the USA and/or other countries. All other brand names,
product names, or trademarks belong to their respective holders.

(c)Copyright 2001 Autodesk, Inc. All rights reserved.