<PAGE>
 
          As filed with the Securities and Exchange Commission on March 18, 1999
                                                 Registration No. 333-__________
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
 
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933
 
                                AUTODESK, INC.
            (Exact name of Registrant as specified in its charter)
 
          Delaware                                              94-2819853
(State or other jurisdiction of                              (I.R.S. Employer
        incorporation)                                    Identification Number)
                              111 McInnis Parkway
                             San Rafael, CA 94903
  (Address, including zip code, of Registrant's principal executive offices)
 
      Discreet Logic Inc. Amended and Restated 1994 Restricted Stock and 
                               Stock Option Plan
             Discreet Logic Inc. 1995 Employee Stock Purchase Plan
       Discreet Logic Inc. 1995 Non-Employee Director Stock Option Plan
   Discreet Logic Inc. 1997 Special Limited Non-Employee Director Stock Plan
                           (Full title of the Plans)
 
                              Marcia K. Sterling
      Vice President, Business Development, General Counsel and Secretary
                                Autodesk, Inc.
                              111 McInnis Parkway
                             San Rafael, CA 94903
                                (415) 507-5000
(Name, address and telephone number, including area code, of agent for service)
                         ---------------------------- 
                                   Copy to:
                             Don S. Williams, Esq.
                       Wilson Sonsini Goodrich & Rosati
                           Professional Corporation
                              650 Page Mill Road
                           Palo Alto, CA 94304-1050
                                (650) 493-9300

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
                                                                                   Proposed          Proposed         
                                                                                    Maximum           Maximum           Amount of
                   Title of Securities                       Amount to be       Offering Price       Aggregate        Registration
                     to be Registered                         Registered           Per Share      Offering Price           Fee    
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>            <C>                 <C>                 <C>
Common Stock, $.01 par value . . .
 -   Outstanding Under Discreet Logic Inc.'s Amended and        
     Restated 1994 Restricted Stock and Stock Option 
     Plan(1)                                                    1,104,204          $31.697(2)      $34,999,954(3)        $ 9,730
 -   Outstanding Under Discreet Logic Inc.'s 1995                                                                               
     Employee Stock Purchase Plan(1)                               23,905          $29.836(3)      $   713,230(4)        $   199
 -   Outstanding Under Discreet Logic Inc.'s 1995                                                                               
     Non-Employee Director Stock Option Plan(1)                    19,800          $45.000(4)      $   891,000(5)        $   248
 -   Outstanding Under Discreet Logic Inc.'s 1997 Special                                                                       
     Limited Non-Employee Director Stock Plan(1)                    6,600          $23.879(5)      $   157,602(6)        $    44 
     TOTAL                                                      1,154,509                                                $10,221(6)
===================================================================================================================================
</TABLE>
(1) Pursuant to that certain Second Amended and Restated Plan of Acquisition and
    Amalgamation (the "Acquisition Agreement") entered into as of November 18,
    1998, as subsequently amended on December 18, 1998 and January 18, 1999, by
    and among the Registrant, certain subsidiaries of the Registrant and
    Discreet Logic Inc., a Quebec company ("Discreet"), the Registrant assumed
    Discreet's obligations with respect to each outstanding option to purchase
    Common Shares of Discreet under Discreet's Amended and Restated 1994
    Restricted Stock and Stock Option Plan, 1995 Employee Stock Purchase Plan,
    1995 Non-Employee Director Stock Option Plan and 1997 Special Limited Non-
    Employee Director Stock Plan (collectively, the "Discreet Stock Plans").
    All options to purchase Common Shares of Discreet outstanding under the
    Discreet Stock Plans at the time of the consummation of the Amalgamation
    (as defined in the Acquisition Agreement) by and among Discreet and
    certain subsidiaries of the Registrant became options to purchase shares
    of Common Stock of the Registrant, subject to appropriate adjustments to
    the number of shares and the exercise price of each such assumed option as
    provided in the Acquisition Agreement, based on a 0.33 exchange ratio.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
    calculating the filing fee on the basis of the weighted average exercise
    price of $31.697 per share for outstanding options to purchase a total of
    1,104,204 shares of Common Stock.
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
    calculating the filing fee on the basis of the weighted average exercise
    price of $29.836 per share for outstanding options to purchase a total of
    23,905 shares of Common Stock.
(4) Estimated in accordance with Rule 457(h) solely for the purpose of
    calculating the filing fee on the basis of $45.000 per share to purchase a
    total of 19,800 shares of Common Stock.
(5) Estimated in accordance with Rule 457(h) solely for the purpose of
    calculating the filing fee on the basis of the weighted average exercise
    price of $23.879 per share for outstanding options to purchase a total of
    6,600 shares of Common Stock.
(6) Amount of the Registration Fee was calculated pursuant to Section 6(b) of
    the Securities Act of 1933, as amended.

================================================================================
<PAGE>
 
                                 AUTODESK, INC.
                             REGISTRATION STATEMENT
                                  ON FORM S-8
                                        

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

     There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:

     (a) The Registrant's Registration Statement on Form S-4, and each amendment
thereto, filed pursuant to Rule 424(b) of the Securities Act of 1933, as
amended;

     (b) The Registrant's amended Annual Report on Form 10-K for the fiscal year
ended January 31, 1998, filed pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");

     (c) The Registrant's amended Quarterly Reports on Form 10-Q for the
quarters ended April 30, 1998, July 31, 1998, and October 31, 1998, filed
pursuant to Section 13 of the Exchange Act;

     (d) The Registrant's Current Report on Form 8-K filed pursuant to Section
13 or 15(d) of the Exchange Act on March 1, 1999;

     (e) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated March 18, 1986, filed
pursuant to Section 12(g) of the Exchange Act.

     In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.
         ------------------------- 

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         -------------------------------------- 

     Mark A. Bertelsen, a member of the Registrant's Board of Directors, is also
a member of Wilson Sonsini Goodrich & Rosati, Professional Corporation, which
has given an opinion upon the validity of the securities being registered by
this Registration Statement.

Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

     As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation, as amended, includes a provision that
eliminates the personal liability of its directors for 

                                      II-1
<PAGE>
 
monetary damages for breach or alleged breach of their duty of care. In
addition, as permitted by Section 145 of the Delaware General Corporation Law,
the Bylaws of the Registrant provide that: (i) the Registrant is required to
indemnify its directors and officers and persons serving in such capacities in
other business enterprises (including, for example, subsidiaries of the
Registrant) at the Registrant's request, to the fullest extent permitted by
Delaware law; (ii) the Registrant may, in its discretion, indemnify employees
and agents in those circumstances where indemnification is not required by law;
(iii) the Registrant is required to advance expenses, as incurred, to its
directors and officers in connection with defending a proceeding, provided that
payment of expenses incurred by a director or officer of the corporation in
advance of the final disposition of such proceeding shall be made only on
receipt of an undertaking by the officer or director to repay all amounts
advanced if it should ultimately be determined that the officer or director is
not entitled to be indemnified; (iv) the rights conferred in the Bylaws are not
exclusive, and the Registrant is authorized to enter into indemnification
agreements with its directors, officers and employees; and (v) the Registrant
may not retroactively amend the Bylaw provisions in a way that is adverse to
such directors, officers and employees.

     The Registrant's policy is to enter into indemnification agreements with
each of its directors and officers that provide the maximum indemnity allowed to
directors and officers by Section 145 of the Delaware General Corporation Law
and the Bylaws, as well as certain additional procedural protections.  In
addition, the indemnification agreements provide that directors and officers
will be indemnified to the fullest possible extent permitted by law against all
expenses (including attorney's fees) and settlement amounts paid or incurred by
them in an action or proceeding, including any action by or in the right of the
Registrant, arising out of such person's services as a director or officer of
the Registrant, any subsidiary of the Registrant or any other company or
enterprise to which such person provides services at the request of the
Registrant.  The Registrant will not be obligated pursuant to the
indemnification agreements to indemnify or advance expenses to an indemnified
party with respect to proceedings or claims initiated by the indemnified party
and not by way of defense, except with respect to proceedings specifically
authorized by the Board of Directors or brought to enforce a right to
indemnification under the indemnification agreement, the Registrant's Bylaws or
any statute or law.  Under the agreements, the Registrant is not obligated to
indemnify the indemnified party (i) for any expenses incurred by the indemnified
party with respect to any proceeding instituted by the indemnified party to
enforce or interpret the agreement, if a court of competent jurisdiction
determines that each of the material assertions made by the indemnified party in
such proceeding was not made in good faith or was frivolous; (ii) for any
amounts paid in settlement of a proceeding unless the Registrant consents to
such settlement; (iii) on account of any suit in which judgment is rendered
against the indemnified party for an accounting of profits made from the
purchase or sale by the indemnified party of securities of the Registrant
pursuant to the provisions of Section 16(b) of the 1934 Act and related laws; or
(iv) if a final decision by a court having jurisdiction in the matter shall
determine that such indemnification is not lawful.

     The indemnification provisions in the Bylaws and the indemnification
agreements entered into between the Registrant and its directors and officers
may be sufficiently broad to permit indemnification of the Registrant's
directors and officers for liabilities arising under the Securities Act.

Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

     Not applicable.

                                      II-2
<PAGE>
 
Item 8.  Exhibits.
         -------- 
<TABLE>
<CAPTION>
       Exhibit                                   
        Number                                     Description
     -----------    ----------------------------------------------------------------------------  
     <C>            <S>
          5.1       Opinion of counsel as to legality of securities being registered
         23.1       Consent of counsel (contained in Exhibit 5.1)
         23.2       Consent of Ernst & Young LLP, Independent Auditors
         24.1       Power of Attorney (see page II-5)
         99.1       Discreet Logic Inc. Amended and Restated 1994 Restricted Stock and Stock
                    Option Plan and related agreements.
         99.2       Discreet Logic Inc. 1995 Employee Stock Purchase Plan.
         99.3       Discreet Logic Inc. 1995 Non-Employee Director Stock Option Plan and
                    related agreements.
         99.4       Discreet Logic Inc. 1997 Special Limited Non-Employee Director Stock Option
                    Plan and related agreements.
</TABLE>

Item 9.  Undertakings.
         ------------ 

(a)  Rule 415 Offerings
     ------------------

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i)   To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-3
<PAGE>
 
     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  Filings Incorporating Subsequent Exchange Act Documents by Reference
     --------------------------------------------------------------------

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h)  Request for Acceleration of Effective Date or Filing of Registration
     --------------------------------------------------------------------
     Statement on Form S-8
     ---------------------

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

                                      II-4
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Rafael, State of California, on this 18th day of
March, 1999.

                                   AUTODESK, INC.

                                   By: /s/  CAROL A. BARTZ
                                       ----------------------------------------
                                       Carol A. Bartz, Chairman of the Board and
                                       Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carol A. Bartz and Marcia K. Sterling,
jointly and severally his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said attorney-in-
fact, or their substitute or substitutes, may do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated above.


<TABLE>
<CAPTION>
                 Signature                                               Title
--------------------------------------------   --------------------------------------------------------
<S>                                            <C>
 /s/  CAROL A. BARTZ                           Chairman of the Board and Chief Executive Officer
--------------------------------------------   (Principal Executive Officer)
 Carol A. Bartz

 /s/  STEVE CAKEBREAD                          Vice President and Chief Financial Officer (Principal
--------------------------------------------   Financial Officer)
 Steve Cakebread

 /s/  DAVID S. OPPENHEIMER                     Vice President, Finance (Principal Accounting Officer)
--------------------------------------------
 David S. Oppenheimer

 /s/  MARK A. BERTELSEN                        Director
--------------------------------------------
 Mark A. Bertelsen

 /s/  CRAWFORD W. BEVERIDGE                    Director
--------------------------------------------
 Crawford W. Beveridge

 /s/  J. HALLAM DAWSON                         Director
--------------------------------------------
 J. Hallam Dawson

 /s/  PAUL OTELLINI                            Director
--------------------------------------------
 Paul Otellini

 /s/  MARY ALICE TAYLOR                        Director
--------------------------------------------
 Mary Alice Taylor

 /s/  MORTON TOPFER                            Director
--------------------------------------------
 Morton Topfer
</TABLE>

                                      II-5
<PAGE>
 
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
       Exhibit                                
       Number                                   Description
     -----------   ---------------------------------------------------------------------------
     <C>           <S>
          5.1      Opinion of counsel as to legality of securities being registered
         23.1      Consent of counsel (contained in Exhibit 5.1)
         23.2      Consent of Ernst & Young LLP, Independent Auditors
         24.1      Power of Attorney (see page II-5)
         99.1      Discreet Logic Inc. Amended and Restated 1994 Restricted Stock and Stock
                   Option Plan and related agreements.
         99.2      Discreet Logic Inc. 1995 Employee Stock Purchase Plan.
         99.3      Discreet Logic Inc. 1995 Non-Employee Director Stock Option Plan and
                   related agreements.
         99.4      Discreet Logic Inc. 1997 Special Limited Non-Employee Director Stock Option
                   Plan and related agreements.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24087}]
{"company-data": {"conformed-name": "AUTODESK INC", "cik": "0000769397", "assigned-sic": "7372", "irs-number": "942819853", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74651", "film-number": "99568143"}, "business-address": {"street1": "111 MCINNIS PKWY", "city": "SAN RAFAEL", "state": "CA", "zip": "94903", "phone": "4155075000"}, "mail-address": {"street1": "111 MCINNIS PKWY", "city": "SAN RAFAEL", "state": "CA", "zip": "94903"}}
As filed with the Securities and Exchange Commission on March 18, 1999
                                                 Registration No. 333-__________
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
 
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933
 
                                AUTODESK, INC.
            (Exact name of Registrant as specified in its charter)
 
          Delaware                                              94-2819853
(State or other jurisdiction of                              (I.R.S. Employer
        incorporation)                                    Identification Number)
                              111 McInnis Parkway
                             San Rafael, CA 94903
  (Address, including zip code, of Registrant's principal executive offices)
 
      Discreet Logic Inc. Amended and Restated 1994 Restricted Stock and 
                               Stock Option Plan
             Discreet Logic Inc. 1995 Employee Stock Purchase Plan
       Discreet Logic Inc. 1995 Non-Employee Director Stock Option Plan
   Discreet Logic Inc. 1997 Special Limited Non-Employee Director Stock Plan
                           (Full title of the Plans)
 
                              Marcia K. Sterling
      Vice President, Business Development, General Counsel and Secretary
                                Autodesk, Inc.
                              111 McInnis Parkway
                             San Rafael, CA 94903
                                (415) 507-5000
(Name, address and telephone number, including area code, of agent for service)
                         ---------------------------- 
                                   Copy to:
                             Don S. Williams, Esq.
                       Wilson Sonsini Goodrich & Rosati
                           Professional Corporation
                              650 Page Mill Road
                           Palo Alto, CA 94304-1050
                                (650) 493-9300

                        CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                                   Proposed          Proposed         
                                                                                    Maximum           Maximum           Amount of
                   Title of Securities                       Amount to be       Offering Price       Aggregate        Registration
                     to be Registered                         Registered           Per Share      Offering Price           Fee    
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value . . .
 -   Outstanding Under Discreet Logic Inc.'s Amended and        
     Restated 1994 Restricted Stock and Stock Option 
     Plan(1)                                                    1,104,204          $31.697(2)      $34,999,954(3)        $ 9,730
 -   Outstanding Under Discreet Logic Inc.'s 1995                                                                               
     Employee Stock Purchase Plan(1)                               23,905          $29.836(3)      $   713,230(4)        $   199
 -   Outstanding Under Discreet Logic Inc.'s 1995                                                                               
     Non-Employee Director Stock Option Plan(1)                    19,800          $45.000(4)      $   891,000(5)        $   248
 -   Outstanding Under Discreet Logic Inc.'s 1997 Special                                                                       
     Limited Non-Employee Director Stock Plan(1)                    6,600          $23.879(5)      $   157,602(6)        $    44 
     TOTAL                                                      1,154,509                                                $10,221(6)
===================================================================================================================================
(1) Pursuant to that certain Second Amended and Restated Plan of Acquisition and
    Amalgamation (the "Acquisition Agreement") entered into as of November 18,
    1998, as subsequently amended on December 18, 1998 and January 18, 1999, by
    and among the Registrant, certain subsidiaries of the Registrant and
    Discreet Logic Inc., a Quebec company ("Discreet"), the Registrant assumed
    Discreet's obligations with respect to each outstanding option to purchase
    Common Shares of Discreet under Discreet's Amended and Restated 1994
    Restricted Stock and Stock Option Plan, 1995 Employee Stock Purchase Plan,
    1995 Non-Employee Director Stock Option Plan and 1997 Special Limited Non-
    Employee Director Stock Plan (collectively, the "Discreet Stock Plans").
    All options to purchase Common Shares of Discreet outstanding under the
    Discreet Stock Plans at the time of the consummation of the Amalgamation
    (as defined in the Acquisition Agreement) by and among Discreet and
    certain subsidiaries of the Registrant became options to purchase shares
    of Common Stock of the Registrant, subject to appropriate adjustments to
    the number of shares and the exercise price of each such assumed option as
    provided in the Acquisition Agreement, based on a 0.33 exchange ratio.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
    calculating the filing fee on the basis of the weighted average exercise
    price of $31.697 per share for outstanding options to purchase a total of
    1,104,204 shares of Common Stock.
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
    calculating the filing fee on the basis of the weighted average exercise
    price of $29.836 per share for outstanding options to purchase a total of
    23,905 shares of Common Stock.
(4) Estimated in accordance with Rule 457(h) solely for the purpose of
    calculating the filing fee on the basis of $45.000 per share to purchase a
    total of 19,800 shares of Common Stock.
(5) Estimated in accordance with Rule 457(h) solely for the purpose of
    calculating the filing fee on the basis of the weighted average exercise
    price of $23.879 per share for outstanding options to purchase a total of
    6,600 shares of Common Stock.
(6) Amount of the Registration Fee was calculated pursuant to Section 6(b) of
    the Securities Act of 1933, as amended.

================================================================================
AUTODESK, INC.
                             REGISTRATION STATEMENT
                                  ON FORM S-8
                                        

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

     There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:

     (a) The Registrant's Registration Statement on Form S-4, and each amendment
thereto, filed pursuant to Rule 424(b) of the Securities Act of 1933, as
amended;

     (b) The Registrant's amended Annual Report on Form 10-K for the fiscal year
ended January 31, 1998, filed pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");

     (c) The Registrant's amended Quarterly Reports on Form 10-Q for the
quarters ended April 30, 1998, July 31, 1998, and October 31, 1998, filed
pursuant to Section 13 of the Exchange Act;

     (d) The Registrant's Current Report on Form 8-K filed pursuant to Section
13 or 15(d) of the Exchange Act on March 1, 1999;

     (e) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated March 18, 1986, filed
pursuant to Section 12(g) of the Exchange Act.

     In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.
         ------------------------- 

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         -------------------------------------- 

     Mark A. Bertelsen, a member of the Registrant's Board of Directors, is also
a member of Wilson Sonsini Goodrich & Rosati, Professional Corporation, which
has given an opinion upon the validity of the securities being registered by
this Registration Statement.

Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

     As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation, as amended, includes a provision that
eliminates the personal liability of its directors for 

                                      II-1
monetary damages for breach or alleged breach of their duty of care. In
addition, as permitted by Section 145 of the Delaware General Corporation Law,
the Bylaws of the Registrant provide that: (i) the Registrant is required to
indemnify its directors and officers and persons serving in such capacities in
other business enterprises (including, for example, subsidiaries of the
Registrant) at the Registrant's request, to the fullest extent permitted by
Delaware law; (ii) the Registrant may, in its discretion, indemnify employees
and agents in those circumstances where indemnification is not required by law;
(iii) the Registrant is required to advance expenses, as incurred, to its
directors and officers in connection with defending a proceeding, provided that
payment of expenses incurred by a director or officer of the corporation in
advance of the final disposition of such proceeding shall be made only on
receipt of an undertaking by the officer or director to repay all amounts
advanced if it should ultimately be determined that the officer or director is
not entitled to be indemnified; (iv) the rights conferred in the Bylaws are not
exclusive, and the Registrant is authorized to enter into indemnification
agreements with its directors, officers and employees; and (v) the Registrant
may not retroactively amend the Bylaw provisions in a way that is adverse to
such directors, officers and employees.

     The Registrant's policy is to enter into indemnification agreements with
each of its directors and officers that provide the maximum indemnity allowed to
directors and officers by Section 145 of the Delaware General Corporation Law
and the Bylaws, as well as certain additional procedural protections.  In
addition, the indemnification agreements provide that directors and officers
will be indemnified to the fullest possible extent permitted by law against all
expenses (including attorney's fees) and settlement amounts paid or incurred by
them in an action or proceeding, including any action by or in the right of the
Registrant, arising out of such person's services as a director or officer of
the Registrant, any subsidiary of the Registrant or any other company or
enterprise to which such person provides services at the request of the
Registrant.  The Registrant will not be obligated pursuant to the
indemnification agreements to indemnify or advance expenses to an indemnified
party with respect to proceedings or claims initiated by the indemnified party
and not by way of defense, except with respect to proceedings specifically
authorized by the Board of Directors or brought to enforce a right to
indemnification under the indemnification agreement, the Registrant's Bylaws or
any statute or law.  Under the agreements, the Registrant is not obligated to
indemnify the indemnified party (i) for any expenses incurred by the indemnified
party with respect to any proceeding instituted by the indemnified party to
enforce or interpret the agreement, if a court of competent jurisdiction
determines that each of the material assertions made by the indemnified party in
such proceeding was not made in good faith or was frivolous; (ii) for any
amounts paid in settlement of a proceeding unless the Registrant consents to
such settlement; (iii) on account of any suit in which judgment is rendered
against the indemnified party for an accounting of profits made from the
purchase or sale by the indemnified party of securities of the Registrant
pursuant to the provisions of Section 16(b) of the 1934 Act and related laws; or
(iv) if a final decision by a court having jurisdiction in the matter shall
determine that such indemnification is not lawful.

     The indemnification provisions in the Bylaws and the indemnification
agreements entered into between the Registrant and its directors and officers
may be sufficiently broad to permit indemnification of the Registrant's
directors and officers for liabilities arising under the Securities Act.

Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

     Not applicable.

                                      II-2
Item 8.  Exhibits.
         --------
Exhibit                                   
        Number                                     Description
     -----------    ----------------------------------------------------------------------------
5.1       Opinion of counsel as to legality of securities being registered
         23.1       Consent of counsel (contained in Exhibit 5.1)
         23.2       Consent of Ernst & Young LLP, Independent Auditors
         24.1       Power of Attorney (see page II-5)
         99.1       Discreet Logic Inc. Amended and Restated 1994 Restricted Stock and Stock
                    Option Plan and related agreements.
         99.2       Discreet Logic Inc. 1995 Employee Stock Purchase Plan.
         99.3       Discreet Logic Inc. 1995 Non-Employee Director Stock Option Plan and
                    related agreements.
         99.4       Discreet Logic Inc. 1997 Special Limited Non-Employee Director Stock Option
                    Plan and related agreements.
Item 9.  Undertakings.
         ------------ 

(a)  Rule 415 Offerings
     ------------------

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i)   To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-3
(3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  Filings Incorporating Subsequent Exchange Act Documents by Reference
     --------------------------------------------------------------------

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h)  Request for Acceleration of Effective Date or Filing of Registration
     --------------------------------------------------------------------
     Statement on Form S-8
     ---------------------

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Rafael, State of California, on this 18th day of
March, 1999.

                                   AUTODESK, INC.

                                   By: /s/  CAROL A. BARTZ
                                       ----------------------------------------
                                       Carol A. Bartz, Chairman of the Board and
                                       Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carol A. Bartz and Marcia K. Sterling,
jointly and severally his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said attorney-in-
fact, or their substitute or substitutes, may do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated above.
Signature                                               Title
--------------------------------------------   --------------------------------------------------------
/s/  CAROL A. BARTZ                           Chairman of the Board and Chief Executive Officer
--------------------------------------------   (Principal Executive Officer)
 Carol A. Bartz

 /s/  STEVE CAKEBREAD                          Vice President and Chief Financial Officer (Principal
--------------------------------------------   Financial Officer)
 Steve Cakebread

 /s/  DAVID S. OPPENHEIMER                     Vice President, Finance (Principal Accounting Officer)
--------------------------------------------
 David S. Oppenheimer

 /s/  MARK A. BERTELSEN                        Director
--------------------------------------------
 Mark A. Bertelsen

 /s/  CRAWFORD W. BEVERIDGE                    Director
--------------------------------------------
 Crawford W. Beveridge

 /s/  J. HALLAM DAWSON                         Director
--------------------------------------------
 J. Hallam Dawson

 /s/  PAUL OTELLINI                            Director
--------------------------------------------
 Paul Otellini

 /s/  MARY ALICE TAYLOR                        Director
--------------------------------------------
 Mary Alice Taylor

 /s/  MORTON TOPFER                            Director
--------------------------------------------
 Morton Topfer
II-5
INDEX TO EXHIBITS
Exhibit                                
       Number                                   Description
     -----------   ---------------------------------------------------------------------------
5.1      Opinion of counsel as to legality of securities being registered
         23.1      Consent of counsel (contained in Exhibit 5.1)
         23.2      Consent of Ernst & Young LLP, Independent Auditors
         24.1      Power of Attorney (see page II-5)
         99.1      Discreet Logic Inc. Amended and Restated 1994 Restricted Stock and Stock
                   Option Plan and related agreements.
         99.2      Discreet Logic Inc. 1995 Employee Stock Purchase Plan.
         99.3      Discreet Logic Inc. 1995 Non-Employee Director Stock Option Plan and
                   related agreements.
         99.4      Discreet Logic Inc. 1997 Special Limited Non-Employee Director Stock Option
                   Plan and related agreements.