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Autodesk, Inc. (“Autodesk”) intends to send the following information to certain Autodesk stockholders in connection with Autodesk’s Annual Meeting of Stockholders to be held on June 23, 2005 (the “Annual Meeting”), regarding the proposed Autodesk 2006 Stock Plan. A copy of the 2006 Stock Plan, as currently proposed for approval at the Annual Meeting, can be found by reference to Appendix B to Autodesk’s 2005 Proxy Statement filed on May 16, 2005 (Commission File No. 000-14338).


Re: Autodesk, Inc.

2006 Stock Plan Proposal


Ladies and Gentlemen:


As we have discussed, with respect to our 2006 Stock Plan (the “Plan”), which is proposed for stockholder approval at Autodesk’s Annual Meeting on June 23, 2005, senior management will recommend to the board that Autodesk maintain its current policy of repurchasing shares of its common stock to offset the dilutive impact of our employee stock plans, subject of course to the requirements of Delaware law and consistent with the board’s duty to evaluate various potential uses of our cash in light of then existing business conditions. As we described in our fiscal 2005 10-K Report, Autodesk generates significant cash flow and our current and planned uses of cash include share repurchases, mergers and acquisitions and investments in growth initiatives. At May 31, 2005, approximately 29 million shares of common stock remained available for repurchase under the existing repurchase authorization of the board of directors.


Please contact me with any questions regarding the foregoing. We sincerely appreciate your support as a stockholder of Autodesk and we hope to see you at our Annual Meeting on June 23, 2005.


Very truly yours,



Marcia K. Sterling

Senior Vice President and General Counsel