Underwriting Agreement

On December 10, 2012, Autodesk, Inc. ("Autodesk" or the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as managers of the several underwriters listed on Schedule II thereto (the "Underwriters"), relating to the issuance and sale by the Company of $400.0 million aggregate principal amount of 1.950% Senior Notes due 2017 and $350.0 million aggregate principal amount of 3.600% Senior Notes due 2022 (collectively, the "Notes"). The Notes will be issued and sold in a public offering pursuant to the Company's Registration Statement on Form S-3 (File No. 333-185265), including the prospectus contained therein, filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, a preliminary prospectus supplement dated December 10, 2012 and a related final prospectus supplement dated December 10, 2012. The transaction is expected to close on December 13, 2012.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.

The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits.

Exhibit No.       Description

1.1               Underwriting Agreement, dated December 10, 2012, by and among
                  Autodesk, Inc. and Citigroup Global Markets, Inc., J.P. Morgan
                  Securities LLC and Morgan Stanley & Co. LLC