Gümligen, May 2005

Autodesk Signs Definitive Agreement to Acquire c-plan

Acquisition Enhances Autodesk’s Infrastructure Solutions for Government, Utilities, and Engineering Firms

SAN RAFAEL, Calif., May 3, 2005— Autodesk, Inc. (NASDAQ: ADSK) today announced an agreement to acquire all outstanding shares of c-plan AG, a leader in the European geographic information system (GIS) market, whose customers include more than 2,000 users in 700 municipalities and utility companies.

The purchase price for the shares of the Gümligen, Switzerland-based developer of the TOPOBASE™ family of geospatial applications and data management solutions will be approximately $18 million plus net working capital.

Autodesk will offer c-plan solutions in key European markets and will continue supporting TOPOBASE software customers. In addition, Autodesk intends to incorporate c-plan’s expertise in its continued development of data management solutions built with open industry standards and featuring Autodesk Map® 3D software and Autodesk MapGuide® software.

Through the combination of Autodesk and c-plan expertise, technology and partners, Autodesk will help customers realize their ideas by better enabling them to integrate computer-aided design (CAD) and GIS technology. Customers may benefit from closer integration of Autodesk products with c-plan’s industry-specific municipal, utility, and engineering applications built on top of an open, relational geospatial database. The combined technologies are expected to provide users with both the engineering precision and information management flexibility required for today’s multi-user infrastructure applications.

The acquisition, expected to close in June, is designed to allow Autodesk to more quickly deliver on its commitment to provide comprehensive industry applications for government and utility agencies.

“We are pleased to welcome and integrate c-plan’s employees and technology with ours,” said Chris Bradshaw, vice president of Autodesk Infrastructure Solutions Division. “Since 1998, c-plan has grown more than 20 percent every year by offering open geospatial solutions based on Oracle that work with Autodesk, ESRI, Intergraph, and other GIS applications. c-plan’s superior database technology and targeted applications strengthen our suite of geospatial solutions and enable us to better serve our European customers.”

Frank Von Arx, chief executive officer of c-plan, added “This is a great combination of Autodesk’s ability to integrate CAD and GIS technologies on top of Oracle with our industry solutions for municipal government and utility companies. We are pleased to join the Autodesk family.”

About Autodesk
Autodesk, Inc. (NASDAQ: ADSK) is wholly focused on ensuring that great ideas are turned into reality. With six million users, Autodesk is the world's leading software and services company for the building, manufacturing, infrastructure, digital media, and wireless data services fields. Autodesk’s solutions help customers create, manage, and share their data and digital assets more effectively. As a result, customers turn ideas into competitive advantage by becoming more productive, streamlining project efficiency, and maximizing profits.

Founded in 1982, Autodesk is headquartered in San Rafael, California. For additional information about Autodesk, please visit www.autodesk.com.

Autodesk, Autodesk Map, and Autodesk MapGuide are either registered trademarks or trademarks of Autodesk, Inc., in the USA and/or other countries. All other brand names, product names, or trademarks belong to their respective holders. Autodesk reserves the right to alter product offerings and specifications at any time without notice, and is not responsible for typographical or graphical errors that may appear in this document.

During the course of this communication, we may make forward-looking statements regarding future events and the future performance of the Company. These forward-looking statements, which include but are not limited to the statements above regarding expected integration of technologies and the anticipated benefits to customers to be derived from the acquisition of c-plan, are subject to assumptions, risks and uncertainties which may cause actual results to differ from expectations. Factors that could cause actual results to differ from the forward-looking statements include the ability of Autodesk to retain and motivate key employees of c-plan; the timely development, production and acceptance of products and services; the challenges of integration and restructuring associated with the acquisition of c-plan; the challenges of achieving anticipated synergies; potential undisclosed liabilities of c-plan; and the assumption of maintaining revenues on a combined company basis following the close of the acquisition. In addition, other risk factors are discussed in documents we file from time to time with the SEC and specifically in our Annual Report and 10-K filed for the year ended January 31, 2004. These documents contain and identify important factors that may cause the actual results to differ from those contained in our forward-looking statements.

Additionally, we may make statements regarding planned or future development efforts for our existing or new products and services. These statements are not intended to be a promise or guarantee of future delivery of products, services or features but merely reflect our current plans, which may change. Purchasing decisions should not be made based upon reliance on these statements.

The Company assumes no obligation to update these forward-looking statements to reflect events that occur or circumstances that exist or change after the date on which they were made.

© 2005 Autodesk, Inc. All rights reserved.