EXHIBIT 99.4
 
                                SOFTDESK, INC.
 
                SPECIAL MEETING OF STOCKHOLDERS--MARCH 31, 1997
 
  The undersigned, having received notice of the meeting and management's
Proxy Statement therefor, and revoking all prior proxies, hereby appoint(s)
David C. Arnold, John A. Rogers and Patrick J. Rondeau, and each of them (with
full power of substitution), as proxies of the undersigned to attend the
Special Meeting of Stockholders of Softdesk, Inc. (the "Company") to be held
on Monday, March 31, 1997 and any adjourned sessions thereof, and there to
vote and act upon the following matters in respect of all shares of Common
Stock of the Company which the undersigned would be entitled to vote or act
upon, with all powers the undersigned would possess if personally present.
 
  Attendance of the undersigned at the meeting or at any adjourned session
thereof will not be deemed to revoke this proxy unless the undersigned shall
affirmatively indicate thereat the intention of the undersigned to vote said
shares in person. If the undersigned hold(s) any of the shares of the Company
in a fiduciary, custodial or joint capacity or capacities, this proxy is
signed by the undersigned in every such capacity as well as individually.
 
  IN THEIR DISCRETION, THE NAMED PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, OR ANY ADJOURNMENT
THEREOF.
 
  1. To approve and adopt the Agreement and Plan of Reorganization, dated as
of December 10, 1996, as amended by an Amendment to the Agreement and Plan of
Reorganization, dated December 19, 1996 (as amended, the "Agreement"), among
Autodesk, Inc., a Delaware corporation ("Autodesk"), Autodesk Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of Autodesk ("Sub"),
and the Company, and to approve the merger of Sub with and into the Company
(the "Merger"), pursuant to which, upon the terms and subject to the
conditions set forth in the Agreement, (i) the Company will become a wholly-
owned subsidiary of Autodesk, (ii) each outstanding share of the Company's
Common Stock will be converted into the right to receive that number of shares
of Common Stock, $.01 par value per share, of Autodesk ("Autodesk Common
Stock") as is equal to $15.00 divided by the average of the closing prices of
Autodesk Common Stock as quoted on the Nasdaq National Market for the five
trading days immediately preceding the date of the Merger (subject to
adjustment in certain circumstances as provided in the Agreement) and (iii)
each outstanding option to purchase the Company's Common Stock will be assumed
by Autodesk and will become an option to purchase Autodesk Common Stock, with
appropriate adjustment to the exercise price thereof and the number of shares
issuable thereunder.
 
                      FOR [_]   AGAINST [_]   ABSTAIN [_]
 
  THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN WITH RESPECT TO ANY PROPOSAL SPECIFIED
ABOVE, THIS PROXY WILL BE VOTED FOR SUCH PROPOSAL.
 
  THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
 
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                                                      Signature(s)
                                          Dated: ______________________________
 
  Please sign name(s) exactly as appearing hereon. When signing as attorney,
executor, administrator or other fiduciary, please give your full title as
such. Joint owners should each sign personally. If a corporation, sign in full
corporate name, by authorized officer. If a partnership, please sign in
partnership name, by authorized person.