EXHIBIT 99.2
 
[FORM OF DISCREET PROXY]
 
                              DISCREET LOGIC INC.
 
                                     PROXY
 
            Solicited by Management for the Special General Meeting
                  
               of Shareholders to be held on March 3, 1999     
   
  The undersigned, shareholder of DISCREET LOGIC INC. (the "Company"), hereby
appoints Richard J. Szalwinski failing whom, Francois Plamondon, or instead of
the foregoing                 as the proxyholder of the undersigned to attend
and act for and on behalf of the undersigned at the Special General Meeting of
Shareholders of the Company to be held on March 3, 1999, and at any
adjournment thereof, to the same extent and with the same power as if the
undersigned were present in person and with authority to vote and act in the
proxy holder's discretion, unless herein otherwise specified and to vote and
act in the said proxy holder's discretion with respect to amendments or
variations to matters referred to in the notice to the Meeting and with
respect to other matters which may properly come before the Meeting.     
 
  The said proxy holder is specifically directed to vote or withhold from
voting the shares registered in the name of the undersigned as indicated
below:
     
  VOTE FOR [_] VOTE AGAINST [_] a special resolution approving the
  amalgamation of 9066-9771 Quebec Inc., 9066-9854 Quebec Inc. and Discreet
  Logic Inc., the Second Amended and Restated Agreement and Plan of
  Acquisition and Amalgamation dated as of November 18, 1998, as amended on
  December 18, 1998 and January 18, 1999, entered into by and among Autodesk,
  Inc., 9066-9771 Quebec Inc., 9066-9854 Quebec Inc., Autodesk Canada Inc.,
  Autodesk Development B.V. and Discreet Logic Inc., the Second Amended and
  Restated Amalgamation Agreement dated as of January 18, 1999 entered into
  and by among 9066-9771 Quebec Inc., 9066-9854 Quebec Inc., Discreet Logic
  Inc. and Autodesk, Inc., as intervenant, and confirming special by-law
  1998-1 relating to the amalgamation involving 9066-9771 Quebec, 9066-9854
  Quebec Inc. and Discreet Logic Inc., the full text of which is set out in
  Appendix E-2 to the accompanying joint proxy statement/prospectus of
  Autodesk, Inc., Discreet Logic Inc., 9066-9771 Quebec Inc. and 9066-9854
  Quebec Inc.     
 
  Date:__________  Signature:_________________________________________________
 
  Name (Please print): _______________________________________________________
 
Notes:
 
(1) This proxy must be executed by the shareholder or his/her attorney
    authorized in writing or, if the shareholder is a corporation, under the
    corporate seal or by an officer or attorney thereof duly authorized. Joint
    holders should each sign. Executors, administrators, trustees, or other
    representatives should so indicate when signing. If undated, this proxy is
    deemed to bear the date it was mailed to the shareholder.
 
(2) A shareholder may appoint as proxy holder a person (who need not be a
    shareholder) other than the persons designated in this proxy to attend and
    act on his/her behalf at the meeting by inserting the name of such other
    person in the space provided or by completing another proper proxy.
 
(3) The shares represented by this proxy will, on a show of hand or any ballot
    that may be called for, be voted or withheld from voting in accordance
    with instructions given by the shareholder; in the absence of any contrary
    instructions, this proxy will be voted "FOR" the itemized matter.