content: <PAGE>
   
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  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):     March 31, 1997
                                                        --------------------------
  
  
   
                                  Autodesk, Inc.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
       Delaware                     0-14338                94-2819853
  -------------------------------------------------------------------------------
  (State or other                 (Commission              (IRS Employer
  jurisdiction of                 File Number)           Identification Number)
  incorporation)
   
                      111 McInnis Parkway, San Rafael, California         94903
  -------------------------------------------------------------------------------
                        (Address of principal executive offices)      (Zip Code)
   
  Registrant's telephone number, including area code:  (415) 507-5000
                                                       --------------------------
  
                                       n/a 
  -------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  <PAGE>
   
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
           ------------------------------------ 
  
       On March 31, 1997 (the "Closing Date"), pursuant to an Agreement and Plan
  of Reorganization dated as of December 10, 1996, as amended on December 19, 1996
  (the "Reorganization Agreement"), among Autodesk, Inc. ("Autodesk"), Autodesk
  Acquisition Corporation ("Merger Sub"), a wholly-owned subsidiary of Autodesk,
  and Softdesk, Inc. ("Softdesk"), Autodesk acquired Softdesk by means of a
  statutory merger (the "Merger") of Merger Sub into Softdesk, with Softdesk
  remaining as the surviving corporation in the Merger.  As a result of the
  Merger, Softdesk became a wholly-owned subsidiary of Autodesk.  Softdesk
  develops, markets and supports Computer Aided Design application software
  products primarily for professionals, non-professional office users and home
  users in the Architecture, Engineering and Construction market.  Merger Sub was
  formed solely for the purpose of effecting the Merger.
  
       Pursuant to the Reorganization Agreement, each outstanding share of
  Softdesk Common Stock was converted into the right to receive 0.477327 shares of
  Autodesk Common Stock (the "Exchange Ratio").  The Exchange Ratio was calculated
  pursuant to the Reorganization Agreement by dividing $15.00 by the average of
  the closing sales prices of Autodesk Common Stock as reported on the Nasdaq
  National Market for the five trading days immediately preceding the Closing
  Date.  Based on the capitalization of Softdesk as of the Closing Date, Autodesk
  issued approximately 2.9 million shares of Autodesk Common Stock to former
  Softdesk stockholders in the Merger.  No fractional shares were issued in the
  Merger.  Softdesk stockholders otherwise entitled to receive a fraction of a
  share of Autodesk Common Stock in the Merger will instead receive an amount of
  cash equal to such fraction multiplied by the average of the closing sales
  prices of Autodesk Common Stock as reported on the Nasdaq National Market for
  the ten trading days immediately preceding the Closing Date.
  
       All options to purchase Softdesk Common Stock outstanding immediately prior
  to the Merger were assumed by Autodesk pursuant to the Reorganization Agreement.
  
       The consideration paid by Autodesk for the outstanding capital stock of
  Softdesk pursuant to the Reorganization Agreement was determined pursuant to
  arms' length negotiations and took into account various factors concerning the
  valuation of the business of Softdesk, including public market valuations of
  comparable companies, discounted cash flows for Softdesk, and multiples paid in
  recent acquisitions of comparable companies.
  
  
                                        -2-
  <PAGE>
   
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
           --------------------------------- 
  
       (a) Financial Statements of Softdesk, Inc.
           --------------------------------------
  
       Because the impact of the acquired business does not meet the minimum
  materiality threshold of Rule 3-05(b)(2)(i) of Regulation S-X (17 C.F.R. (S)
  210.3-05(b)(2)(i)), financial information of the acquired business is not
  required to be filed pursuant to Item 7(a) of this Form 8-K.
  
  
       (b) Pro Forma Financial Information.
           ------------------------------- 
  
       Pro forma financial information is not required to be filed pursuant to
  Item 7(b) of this Form 8-K because separate financial statements of the acquired
  business are not included in this filing, see 17 C.F.R. (S) 210.11-01(c).
                                            ---                            
  
       (c)  Exhibits
            --------
  
             2.1 Agreement and Plan of Reorganization dated as of December 10,
                 1996, as amended on December 19, 1996 by and among Autodesk,
                 Inc., Autodesk Acquisition Corporation and Softdesk, Inc.
                 (incorporated by reference to the Registration Statement on Form
                 S-4 filed by Autodesk, Inc. on March 3, 1997 (file #333-22683)).
  
             2.2 Certificate of Merger merging Autodesk Acquisition Corporation
                 with and into Softdesk, Inc., as filed with the Delaware
                 Secretary of State on March 31, 1997. 
  
                                        -3-
  <PAGE>
   
                                     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.
  
  
  Dated:  April 11, 1997        AUTODESK, INC.
  
  
                                /s/ John E. Calonico
                                ---------------------------------------
                                John E. Calonico
                                Vice President, Finance and Acting Chief Financial
                                Officer
                                (Principal Financial and Accounting Officer)
  
                                        -4-
  <PAGE>
   
                                 INDEX TO EXHIBITS
                                 -----------------
  
  
       Exhibit
       Number  Description of Document
       ------  -----------------------
  
  
         2.1     Agreement and Plan of Reorganization dated as of December 10,
                 1996, as amended on December 19, 1996 by and among Autodesk,
                 Inc., Autodesk Acquisition Corporation and Softdesk, Inc.
                 (incorporated by reference to the Registration Statement on Form
                 S-4 filed by Autodesk, Inc. on March 3, 1997 (file #333-22683)).
  
         2.2     Certificate of Merger merging Autodesk Acquisition Corporation
                 with and into Softdesk, Inc., as filed with the Delaware
                 Secretary of State on March 31, 1997
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text: SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  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):     March 31, 1997
                                                        --------------------------
  
   
                                  Autodesk, Inc.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
       Delaware                     0-14338                94-2819853
  -------------------------------------------------------------------------------
  (State or other                 (Commission              (IRS Employer
  jurisdiction of                 File Number)           Identification Number)
  incorporation)
   
                      111 McInnis Parkway, San Rafael, California         94903
  -------------------------------------------------------------------------------
                        (Address of principal executive offices)      (Zip Code)
   
  Registrant's telephone number, including area code:  (415) 507-5000
                                                       --------------------------
  
                                       n/a 
  -------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
           ------------------------------------ 
  
       On March 31, 1997 (the "Closing Date"), pursuant to an Agreement and Plan
  of Reorganization dated as of December 10, 1996, as amended on December 19, 1996
  (the "Reorganization Agreement"), among Autodesk, Inc. ("Autodesk"), Autodesk
  Acquisition Corporation ("Merger Sub"), a wholly-owned subsidiary of Autodesk,
  and Softdesk, Inc. ("Softdesk"), Autodesk acquired Softdesk by means of a
  statutory merger (the "Merger") of Merger Sub into Softdesk, with Softdesk
  remaining as the surviving corporation in the Merger.  As a result of the
  Merger, Softdesk became a wholly-owned subsidiary of Autodesk.  Softdesk
  develops, markets and supports Computer Aided Design application software
  products primarily for professionals, non-professional office users and home
  users in the Architecture, Engineering and Construction market.  Merger Sub was
  formed solely for the purpose of effecting the Merger.
  
       Pursuant to the Reorganization Agreement, each outstanding share of
  Softdesk Common Stock was converted into the right to receive 0.477327 shares of
  Autodesk Common Stock (the "Exchange Ratio").  The Exchange Ratio was calculated
  pursuant to the Reorganization Agreement by dividing $15.00 by the average of
  the closing sales prices of Autodesk Common Stock as reported on the Nasdaq
  National Market for the five trading days immediately preceding the Closing
  Date.  Based on the capitalization of Softdesk as of the Closing Date, Autodesk
  issued approximately 2.9 million shares of Autodesk Common Stock to former
  Softdesk stockholders in the Merger.  No fractional shares were issued in the
  Merger.  Softdesk stockholders otherwise entitled to receive a fraction of a
  share of Autodesk Common Stock in the Merger will instead receive an amount of
  cash equal to such fraction multiplied by the average of the closing sales
  prices of Autodesk Common Stock as reported on the Nasdaq National Market for
  the ten trading days immediately preceding the Closing Date.
  
       All options to purchase Softdesk Common Stock outstanding immediately prior
  to the Merger were assumed by Autodesk pursuant to the Reorganization Agreement.
  
       The consideration paid by Autodesk for the outstanding capital stock of
  Softdesk pursuant to the Reorganization Agreement was determined pursuant to
  arms' length negotiations and took into account various factors concerning the
  valuation of the business of Softdesk, including public market valuations of
  comparable companies, discounted cash flows for Softdesk, and multiples paid in
  recent acquisitions of comparable companies.
  
                                        -2-
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
           --------------------------------- 
  
       (a) Financial Statements of Softdesk, Inc.
           --------------------------------------
  
       Because the impact of the acquired business does not meet the minimum
  materiality threshold of Rule 3-05(b)(2)(i) of Regulation S-X (17 C.F.R. (S)
  210.3-05(b)(2)(i)), financial information of the acquired business is not
  required to be filed pursuant to Item 7(a) of this Form 8-K.
  
       (b) Pro Forma Financial Information.
           ------------------------------- 
  
       Pro forma financial information is not required to be filed pursuant to
  Item 7(b) of this Form 8-K because separate financial statements of the acquired
  business are not included in this filing, see 17 C.F.R. (S) 210.11-01(c).
                                            ---                            
  
       (c)  Exhibits
            --------
  
             2.1 Agreement and Plan of Reorganization dated as of December 10,
                 1996, as amended on December 19, 1996 by and among Autodesk,
                 Inc., Autodesk Acquisition Corporation and Softdesk, Inc.
                 (incorporated by reference to the Registration Statement on Form
                 S-4 filed by Autodesk, Inc. on March 3, 1997 (file #333-22683)).
  
             2.2 Certificate of Merger merging Autodesk Acquisition Corporation
                 with and into Softdesk, Inc., as filed with the Delaware
                 Secretary of State on March 31, 1997. 
  
                                        -3-
  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.
  
  Dated:  April 11, 1997        AUTODESK, INC.
  
                                /s/ John E. Calonico
                                ---------------------------------------
                                John E. Calonico
                                Vice President, Finance and Acting Chief Financial
                                Officer
                                (Principal Financial and Accounting Officer)
  
                                        -4-
  INDEX TO EXHIBITS
                                 -----------------
  
       Exhibit
       Number  Description of Document
       ------  -----------------------
  
         2.1     Agreement and Plan of Reorganization dated as of December 10,
                 1996, as amended on December 19, 1996 by and among Autodesk,
                 Inc., Autodesk Acquisition Corporation and Softdesk, Inc.
                 (incorporated by reference to the Registration Statement on Form
                 S-4 filed by Autodesk, Inc. on March 3, 1997 (file #333-22683)).
  
         2.2     Certificate of Merger merging Autodesk Acquisition Corporation
                 with and into Softdesk, Inc., as filed with the Delaware
                 Secretary of State on March 31, 1997