Rule 8.3 - AUTODESK INC

FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)


1.   KEY INFORMATION

Name of person dealing        BARCLAYS PLC
(Note 1)
Company dealt in              AUTODESK INC
Class of relevant security    COM USD0.01
to which the dealings being
disclosed relate (Note 2)
Date of dealing               16 June 2008

2.   INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a)  Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)

                            Long                     Short

                      Number       (%)         Number       (%)

(1) Relevant      17,547,757      7.84%       19,612       0.01%
securities
(2) Derivatives            0      0.00%    1,130,000       0.50%
(other than
options)
(3) Options and        1,750      0.00%           53       0.00%
agreements to
purchase/sell
Total             17,549,507      7.84%    1,149,665       0.51%

(b)  Interests and short positions in relevant securities of the company, other
     than the class dealt in (Note 3)

Class of                    Long                     Short
relevant
security:

                  Number              (%)   Number              (%)

(1) Relevant
securities

(2) Derivatives
(other than
options)

(3) Options and
agreements to
purchase/sell

Total


  (c)  Rights to subscribe (Note 3)

Class of relevant security:   Details



3.   DEALINGS (Note 4)

  (a)  Purchases and sales

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Purchase      1,106                39.2800 USD
Purchase      532                  38.7751 USD
Purchase      1,200                39.0017 USD
Purchase      722                  39.2800 USD
Purchase      3,840                39.2800 USD
Purchase      128                  39.2800 USD
Purchase      552                  39.2800 USD
Purchase      264                  39.2800 USD
Purchase      950                  38.7751 USD
Purchase      244                  39.2800 USD
Purchase      139                  38.7980 USD
Purchase      1,663                38.2341 USD
Purchase      217                  38.8633 USD
Purchase      244                  38.4900 USD
Purchase      4,268                38.7751 USD
Purchase      244                  39.2800 USD
Purchase      9,618                38.7751 USD
Purchase      1,400                39.0017 USD
Purchase      1,800                39.0017 USD
Sale          276                  39.2800 USD
Sale          21,741               39.2800 USD
Sale          2,100                38.0700 USD
Sale          384                  39.2800 USD
Sale          1,952                39.2800 USD
Sale          62,533               39.2800 USD
Sale          2,833                39.2800 USD
Sale          4,211                39.2800 USD
Sale          1,482                39.2800 USD


(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)


(c)  Options transactions in respect of existing securities

(i)  Writing, selling, purchasing or varying

Product name,   Writing,          Number of          Exercise  Type, e.g.      Expiry   Option money
e.g. call       selling,          securities to      price     American,       date     paid/received
option          purchasing,       which the option             European etc.            per unit (GBP)
                varying etc.      relates (GBP)


(ii) Exercising

Product name, e.g.  Number of           Exercise price per
call option         securities          unit (Note 5)




(d)  Other dealings (including new securities) (Note 4)


Nature of transaction Details           Price per unit
(Note 8)                                (if applicable)
                                        (Note 5)




4.   OTHER INFORMATION
None

Agreements, arrangements or understandings relating to options or derivatives


Full details of any agreement, arrangement or understanding between the
person disclosing and any other person relating to the voting rights of
any relevant securities under any option referred to on this form or
relating to the voting rights or future acquisition or disposal of any
relevant securities to which any derivative referred to on this form is
referenced.  If none, this should be stated.




Is a Supplemental Form 8 attached? (Note 9)                 NO


Date of disclosure                         17 June 2008
Contact name                               Geoff Smith
Telephone number                           020 7116 2913
If a connected EFM, name of
offeree/offeror with which connected
If a connected EFM, state nature of
connection (Note 10)


Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk