8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

April 30, 2008

Autodesk, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-14338	94-2819853
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

111 McInnis Parkway

San Rafael, California 94903

(Address of principal executive offices, including zip code)

(415) 507-5000

(Registrant’s telephone number, including area code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Planned Resignation of Alfred J. Castino

On April 30, 2008, Alfred J. Castino informed Autodesk, Inc. (the “Company”) of his intention to resign as senior vice president and chief financial officer. Mr. Castino has made a personal decision to leave the Company in order to spend more time with his family. The effective date of his departure has not yet been determined, and he has indicated that he will remain as the Company’s chief financial officer while the Company conducts a search for his replacement. The Company’s press release dated May 5, 2008 regarding these events is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated May 5, 2008, entitled “Autodesk Announces Planned Resignation of CFO Al Castino.”

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.
By:	/s/ PASCAL W. DI FRONZO
	Pascal W. Di Fronzo Senior Vice President, General Counsel and Secretary

Date: May 5, 2008

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated May 5, 2008, entitled “Autodesk Announces Planned Resignation of CFO Al Castino.”

EX-99.1

Exhibit 99.1

Investors:
	David Gennarelli, david.gennarelli@autodesk.com, 415-507-6033 Katie Blanchard, katherine.blanchard@autodesk.com, 415-507-6034
Press:	Pam Pollace, pam.pollace@autodesk.com, 415-547-2441 Colleen Rupert, colleen.rupert@autodesk.com, 415-547-2368

AUTODESK ANNOUNCES PLANNED RESIGNATION OF CFO AL CASTINO

SAN RAFAEL, Calif., May 5, 2008— Autodesk, Inc. (NASDAQ: ADSK) today announced that Alfred Castino has informed the company of his intention to resign as senior vice president and chief financial officer. Castino has made a personal decision to leave Autodesk in order to spend more time with his family. The effective date of his departure has not yet been determined, and he has indicated that he will remain as CFO while the company conducts a search for his replacement.

“Al has been a key member of Autodesk’s executive management team for six years,” said Carl Bass, Autodesk president and CEO. He has made significant contributions to the company’s overall success through his leadership of finance.”

“I want to thank the Autodesk employees, Board of Directors, and executive team for making the past six years a wonderful experience for me,” said Castino. “I am proud of all we have accomplished together. With the company on track, it is a good time to take a break and spend more time with my family.”

A search for Castino’s successor has been initiated.

About Autodesk

Autodesk, Inc. is the world leader in 2D and 3D design software for the manufacturing, building and construction, and media and entertainment markets. Since its introduction of AutoCAD software in 1982, Autodesk has developed the broadest portfolio of state-of-the-art digital prototyping solutions to help customers experience their ideas before they are real. Fortune 1000 companies rely on Autodesk for the tools to visualize, simulate and analyze real-world performance early in the design process to save time and money, enhance quality and foster innovation. For additional information about Autodesk, visit http://www.autodesk.com.

Note: Autodesk is a registered trademark of Autodesk, Inc., in the US and/or other countries.