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               17 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      17,602,687      7.86%       30,312       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             17,602,687      7.86%    1,160,312       0.52%

(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      1,221                39.5127 USD
Purchase      552                  39.5100 USD
Purchase      1,302                39.5100 USD
Purchase      248                  39.5100 USD
Purchase      5,016                39.5100 USD
Purchase      1,098                39.5100 USD
Purchase      488                  39.5100 USD
Purchase      182                  39.5127 USD
Purchase      2,900                38.6600 USD
Purchase      256                  39.5100 USD
Purchase      300                  39.6633 USD
Purchase      870                  39.5100 USD
Purchase      8,253                39.5100 USD
Purchase      1,200                39.4558 USD
Purchase      502                  39.5100 USD
Purchase      271                  39.5127 USD
Purchase      3,600                39.4679 USD
Purchase      10,500               39.2396 USD
Purchase      5,502                39.5100 USD
Purchase      16,148               39.5127 USD
Purchase      1,754                39.5127 USD
Purchase      308                  39.5127 USD
Purchase      3,175                39.5127 USD
Purchase      1,827                39.5127 USD
Purchase      4,408                39.5127 USD
Purchase      461                  39.5127 USD
Purchase      29,362               39.5127 USD
Sale          128                  39.5100 USD
Sale          10,500               39.2396 USD
Sale          2,900                38.6600 USD
Sale          10,500               39.2396 USD
Sale          192                  39.5100 USD
Sale          460                  39.5100 USD
Sale          1,106                39.5100 USD
Sale          8,253                39.5100 USD
Sale          2,228                39.5100 USD
Sale          200                  39.5950 USD
Sale          3,600                39.2600 USD
Sale          1,177                39.2800 USD
Sale          2,574                39.2800 USD
Sale          2,400                39.2800 USD
Sale          556                  39.5100 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                         18 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