Adoption of 2010 Outside Directors' Stock Plan

In March 2009, the Board of Directors (the "Board") of Autodesk, Inc. (the "Company") adopted, subject to stockholder approval, the Company's 2010 Outside Directors' Stock Plan (the "Plan"). At the Annual Meeting of Stockholders of the Company held on June 11, 2009, the Company's stockholders approved the Plan. The Plan will become effective on March 16, 2010. A total of 2,500,000 shares of the Company's common stock are authorized for issuance under the Plan. In addition, up to 500,000 shares available but not previously granted under the Company's current 2000 Directors' Option Plan prior to its expiration may be issued under the Plan.

The foregoing is qualified in its entirety by reference to the Stock Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

On June 11, 2009, the Board amended Article III, Section 3.2 of the Company's Bylaws to change the number of directors from nine (9) to eight (8). The Bylaws are filed as Exhibit 3.1 hereto and are incorporated herein by reference.

Item 9.01. Exhibits




                Exhibit No.   Description

                 3.1          Bylaws, as amended.

                10.1          2010 Outside Directors' Stock Plan.