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 10, 1999     
   
  The undersigned shareholder of DISCREET LOGIC INC. (the "Company") hereby
acknowledges receipt of the Notice of Special General Meeting of Shareholders
and Proxy Circular, each dated February 8, 1999, and hereby appoints Richard
J. Szalwinski and Francois Plamondon, and each of them, as proxyholders and
attorneys-in-fact, with full power to each of substitution, 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 10, 1999, and at
any adjournment or postponement 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 proxyholder's discretion, unless herein otherwise specified and
to vote and act in the said proxyholder'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,
including any motion to adjourn the Meeting to a later date to permit futher
solicitation of proxies, or any adjournments or postponements thereof.     
   
The said proxyholders are specifically directed to vote or withhold from
voting the shares registered in the name of the undersigned as indicated
below:     
     
  VOTE FOR [_] VOTE AGAINST [_] VOTE ABSTAIN [_]  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
  (the "Acquisition Agreement") 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.     
     
  VOTE FOR [_] VOTE AGAINST [_] VOTE ABSTAIN [_]  a proposal to transact such
  other business as may properly come before the Meeting or at any
  adjournments or postponements thereof, including a proposal to adjourn the
  Meeting, if necessary, to permit further solicitation of proxies in the
  event there are not sufficient votes at the time of the Meeting to approve
  and adopt the Acquisition Agreement and/or approve the consummation of the
  transactions contemplated thereby.     
     
  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) The parties agree that this proxy and the documents relating hereto be
    drawn up only in the English language. Les parties conviennent que sette
    procuration et les documents qui s'y rapportent soient rediges uniquement
    en langue anglaise.     
   
(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.