According to the latest docket posted, on November 30, 2001, the plaintiffs filed a notice of appeal from the District Court’s November 21, 2001 decision order granting the motion to dismiss the plaintiffs' second amended complaint with prejudice. The appeal was dismissed by the appellants and on December 27, 2002, the Court entered the certified copy of the Order from the Ninth Circuit Court of Appeals terminating the appeal.

As previously reported by the Company’s FORM 10-K for the fiscal year ended January 31, 2001, in March and April 2000, three class action complaints were filed against the Company and certain of its officers and directors, alleging violations of the Securities Exchange Act of 1934. The United States District Court for the Northern District of California consolidated these complaints into one lawsuit in August 2000. The plaintiffs seek to act on behalf of purchasers of Autodesk common stock during the period between September 14, 1998 and May 4, 1999 and are seeking unspecified damages. On November 14, 2000 the Court granted the Company’s motion to dismiss the lawsuit, allowing the plaintiffs to amend their complaint. The plaintiffs filed an amended complaint and the Company has filed a motion to dismiss the amended complaint.

The original complaint charges Autodesk and certain of its officers and directors and its investment banker with violations of the Securities Exchange Act of 1934. On August 20, 1998, Autodesk announced the Discreet Logic, Inc. (Discreet Logic) acquisition in which it would issue .525 shares of Autodesk stock for each of the 31 million shares of Discreet Logic stock outstanding, i.e., 16.3 million shares. Autodesk revealed that it would also have to sell three million new shares of stock to the public at the time of the Discreet Logic acquisition in order to use "pooling" accounting. The complaint alleges that to push Autodesk stock higher, Autodesk, its top officers and their investment banker/financial advisor made very positive but false statements about strong continuing demand for Autodesk's existing AutoCAD R14 product line, strong demand for all its products in Europe, Autodesk's successful diversification of its business due to the strong sales of its vertical products resulting in lessened dependence on its AutoCAD product line and thus the elimination of the AutoCAD "boom/bust" cycle, the successful development and testing and accelerated commercial release of its new R15/AutoCAD 2000 product, the beneficial impact of Autodesk VIP upgrade program, the lack of any negative impact on Autodesk's business due to Y2K issues, plus the limited dilutive impact of Autodesk's acquisition of Discreet Logic, all of which would result in Autodesk achieving F00 (to end January 31, 2000) revenues of $1+ billion, earnings per share ("EPS") of 2.55 and 20%-25% yearly EPS growth during F99-F01. These representations artificially inflated the price of Autodesk stock to a Class Period high of $49-7/16 in January 1999. This more than 100% upsurge in Autodesk's stock price not only enabled Autodesk to successfully complete the Discreet Logic acquisition in March 1999, but to sell three million new Autodesk shares to the public at $41 per share for over $120 million. But then on May 4, 1999, Autodesk revealed that its F00 results were, in fact, going to be much worse than earlier forecast due to poor sales of R15/AutoCAD 2000 and weak sales in Europe. Autodesk's stock immediately collapsed, falling by almost 25% in one day to $22-1/4 and later to as low as $19-3/4.