rrd27270_30894.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RO4CErKDmG2i2EjoBD/6FvS/rHY99Wi+WiiqcnSeGgyluD9d1cEWzliiIK11/fea Y0glWcmqCe1kshiuAwZGRA== 0001181431-04-013639.txt : 20040304 0001181431-04-013639.hdr.sgml : 20040304 20040304121321 ACCESSION NUMBER: 0001181431-04-013639 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040302 FILED AS OF DATE: 20040304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DAWSON J HALLAM CENTRAL INDEX KEY: 0001208745 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14338 FILM NUMBER: 04648030 MAIL ADDRESS: STREET 1: 2755 CAMPUS DR STREET 2: 3RD FL CITY: SAN MATEO STATE: CA ZIP: 94403-2538 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AUTODESK INC CENTRAL INDEX KEY: 0000769397 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942819853 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 111 MCINNIS PKWY CITY: SAN RAFAEL STATE: CA ZIP: 94903 BUSINESS PHONE: 4155075000 MAIL ADDRESS: STREET 1: 111 MCINNIS PKWY CITY: SAN RAFAEL STATE: CA ZIP: 94903 4 1 rrd35645.xml FORM 4 X0201 4 2004-03-02 0 0000769397 AUTODESK INC ADSK 0001208745 DAWSON J HALLAM 111 MCINNIS PARKWAY SAN RAFAEL CA 94903 1 0 0 0 Common Stock 2002-03-02 4 M 0 20000 15.1250 A 39989 D Common Stock 2002-03-02 4 S 0 20000 28.39 D 19989 D Non-Qualified Stock Option (right to buy) 15.1250 2002-03-02 4 M 0 20000 0 D 1998-06-24 2006-06-27 Common Stock 20000 0 D The total number of shares reported as beneficially owned includes shares that were acquired pursuant to a 2-for-1 stock split that occurred on April 4, 2002, but were not reported as beneficially owned on the Reporting Person's most recent Form 4. Nancy R. Thiel, Attorney-in-fact for J. Hallam Dawson 2004-03-04 EX-99.1 3 rrd27270_30894.htm POWER OF ATTORNEY rrd27270_30894.html

POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of Autodesk, Inc. (the "Company"),
hereby constitutes and appoints Nancy Thiel and Kent Heinzman and each of them, the
undersigned's true and lawful attorney-in-fact to:

1. complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto
as such attorney-in-fact shall in his or her discretion determine to be required or
advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as
amended) and the rules and regulations promulgated thereunder, or any successor
laws and regulations, as a consequence of the undersigned's ownership, acquisition or
disposition of securities of the Company; and

2. do all acts necessary in order to file such forms with the Securities and Exchange
Commission, any securities exchange or national association, the Company a nd such
other person or agency as the attorney-in-fact shall deem appropriate.

The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall
do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).

       This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the Company and the foregoing attorneys-in-fact.

& nbsp;     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 12th day of December, 2002.

Signature: /s/ J. Hallam Dawson

Print Name: J. Hallam Dawson

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