================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported)

                                November 17, 2005

                                   ----------

                                 AUTODESK, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                   000-14338               94-2819853
 ------------------------------       ------------         -------------------
        (State or other               (Commission             (IRS Employer
 jurisdiction of incorporation)       File Number)         Identification No.)

                               111 McInnis Parkway
                          San Rafael, California 94903

          (Address of principal executive offices, including zip code)

                                 (415) 507-5000
              (Registrant's telephone number, including area code)


          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

================================================================================



ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         On November 17, 2005, Autodesk, Inc. issued a press release reporting
its results for the three and nine months ended October 31, 2005. The press
release is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  EXHIBITS.

EXHIBIT NO.    DESCRIPTION
- -----------    -----------------------------------------------------------------
99.1           Press Release, dated as of November 17, 2005, entitled "Autodesk
               Reports Record Revenues of $378 Million; Raises Guidance."

                                                                               2


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        AUTODESK, INC.


                                        By:  /s/ Andrew D. Miller
                                             -----------------------------------
                                             Andrew D. Miller
                                             Vice President,
                                             Chief Accounting Officer and
                                             Corporate Controller
                                             (Principal Accounting Officer and
                                             Duly Authorized Officer)

Date:  November 17, 2005

                                                                               3


                                  EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION
- -----------    -----------------------------------------------------------------
99.1           Press Release, dated as of November 17, 2005, entitled "Autodesk
               Reports Record Revenues of $378 Million; Raises Guidance."

                                                                               4