AMENDMENT NO. 1 TO RIGHTS AGREEMENT
                       -----------------------------------


        THIS AMENDMENT NO. 1 (this "Amendment"), dated as of January 14, 1998,
to the Rights Agreement, dated as of December 14, 1995 (the "Rights Agreement"),
between Autodesk, Inc., a Delaware corporation (the "Company"), and Harris Trust
and Savings Bank, as Rights Agent (the "Rights Agent").

        A. The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement. Pursuant to Section 27 of the Rights
Agreement, the Company and the Rights Agent may from time to time supplement or
amend the Rights Agreement in accordance with the provisions of Section 27
thereof.

        B. The Board of Directors of the Company has determined that the
amendments to the Rights Agreement set forth below are in the best interests of
the stockholders of the Company.

        In consideration of the foregoing and the mutual agreements set forth
herein, the parties hereto agree as follows:

           1. Section l(b) of the Rights Agreement is hereby amended and
restated in its entirety to read as follows:

                  (b) "Affiliate" and "Associate" shall have the respective
         meanings ascribed to such terms in Rule 12b-2 of the General Rules and
         Regulations under the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), as in effect on the date of this Agreement; provided,
         however that the acquisition by or beneficial ownership of any Person
         of less than 20% of the "Voting Securities" (as defined in Rule 12b-2
         of the General Rules and Regulations under the Exchange Act) of any
         "Investment Adviser" (as defined under the Investment Advisers Act of
         1940, as amended (the "Investment Advisers Act")), registered under the
         Investment Advisers Act, shall not, solely by virtue of ownership of
         such Voting Securities, cause such Person to be deemed to be an
         "Affiliate" or "Associate" of such Investment Adviser nor shall such
         Investment Adviser be deemed to be an "Affiliate" or "Associate" of
         such Person.

         2. This Amendment shall be governed by and construed in accordance with
the laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with all laws of such State applicable to contracts to
be made and performed entirely within such State.

         3. This Amendment may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute
one and the same instrument.

 
         4. In all respects not inconsistent with the terms and provisions of
this Amendment, the Rights Agreement is hereby ratified, adopted, approved and
confirmed. In executing and delivering this Amendment, the Rights Agent shall be
entitled to all the privileges and immunities afforded to the Rights Agent under
the terms and conditions of the Rights Agreement.

         5. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment, and of the Rights Agreement, shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.








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         IN WITNESS WHEREOF the parties hereto have caused this Amendment to be
duly executed as of the date and year first above written.


"COMPANY"                               AUTODESK, INC.

                                        By:  /s/ MARCIA K. STERLING
                                             ----------------------
                                             Marcia K. Sterling
                                             Vice President and General Counsel



"RIGHTS AGENT"                          HARRIS TRUST AND SAVINGS BANK

                                        
                                        By:  /s/ CHARLES V. ZADE
                                             -------------------
                                             Charles V. Zade
                                             Vice President


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