EXHIBIT 99.2
 
                              [LOGO OF SOFTDESK]
 
                                                                   March 6, 1997
 
Dear Softdesk Stockholder:
 
  As most of you are aware, Softdesk, Inc. has entered into an agreement to
merge with Autodesk, Inc. (as amended, the "Merger Agreement"). At a Special
Meeting of Stockholders to be held on March 31, 1997, you will be asked to
consider and approve the Merger Agreement. Under the Merger Agreement, each
share of Softdesk Common Stock will be converted into a fractional share,
valued at $15.00, of Common Stock of Autodesk, subject to adjustment in certain
circumstances and as explained more fully in the accompanying Proxy
Statement/Prospectus.
 
  The Softdesk Board of Directors has unanimously approved the Merger Agreement
and recommends that you vote FOR the approval and adoption of the Merger
Agreement. Our Board believes that the merger should enable Softdesk to benefit
from the marketing and distribution expertise of Autodesk and the technological
and other synergies that will result from a combination of the two
organizations.
 
  All stockholders are cordially invited to attend the Special Meeting in
person. However, whether or not you plan to attend the Special Meeting, please
complete, sign and date the accompanying proxy card and return it promptly in
the enclosed postage-prepaid envelope.
 
                                         Sincerely,
 
                                         David C. Arnold
                                         President and Chief Executive Officer