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FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
James Joshua G

(Last)(First)(Middle)
345 PARK AVENUE

(Street)
SAN JOSECA95110

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/23/2009
3. Issuer Name and Ticker or Trading Symbol
ADOBE SYSTEMS INC [ADBE]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP & GM Omniture BU
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
None 0
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)4. Conversion or Excercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Incentive Stock Option (right to buy)  (1)03/28/2016 Common Stock 121,668 $ 12.33 D  
Non-Qualified Stock Option (right to buy)  (2)02/26/2019 Common Stock 70,471 $ 18.38 D  
Non-Qualified Stock Option (right to buy)  (3)06/14/2016 Common Stock 280,986 $ 21.02 D  
Non-Qualified Stock Option (right to buy)  (4)06/14/2016 Common Stock 103,157 $ 21.02 D  
Restricted Stock Unit  (5) (5) Common Stock 3,441 $ 0 D  
Restricted Stock Unit  (6) (6) Common Stock 8,808 $ 0 D  
Explanation of Responses:
1. Received in connection with the merger (the "Merger") of Omniture, Inc. ("Omniture") with and into Snowbird Acquisition Corporation, a wholly owned subsidiary of Adobe Systems Incorporated ("Adobe") in exchange for a stock option to acquire 200,000 shares of Omniture common stock for $7.50 per share, at an exchange ratio of 0.60834135. The 10,456 unvested shares of Adobe common stock subject to the Option will vest fully on the twelve (12) month anniversary of the effective date of the Merger.
2. Received in connection with the Merger in exchange for a stock option to acquire 114,000 shares of Omniture common stock for $11.36 per share, at an exchange ratio of 0.618171363. The 17,617 unvested shares of Adobe common stock subject to the Option will vest fully on the twelve (12) month anniversary of the effective date of the Merger.
3. Received in connection with the Merger in exchange for a stock option to acquire 454,545 shares of Omniture common stock for $12.99 per share, at an exchange ratio of 0.618171363. The 65,043 unvested shares of Adobe common stock subject to the Option will vest fully on the twelve (12) month anniversary of the effective date of the Merger.
4. Received in connection with the Merger in exchange for a stock option to acquire 166,875 shares of Omniture common stock for $12.99 per share, at an exchange ratio of 0.618171363. The 24,070 unvested shares of Adobe common stock subject to the Option will vest fully on the twelve (12) month anniversary of the effective date of the Merger.
5. Received in connection with the Merger in exchange for a restricted stock unit to receive 5,567 shares of Omniture common stock, at an exchange ratio of 0.618171363. Restricted Stock Units will vest on the twelve (12) month anniversary of the effective date of the Merger.
6. Received in connection with the Merger in exchange for a restricted stock unit to receive 14,250 shares of Omniture common stock, at an exchange ratio of 0.618171363. Restricted Stock Units will vest on the twelve (12) month anniversary of the effective date of the Merger.
/s/ Stuart Fagin, as attorney-in-fact10/27/2009
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.




POWER OF ATTORNEY


Know all men by these presents, that the 
undersigned hereby constitutes and appoints each of 
Stuart Fagin, Cheryl K. House, Sean Armijo and Arlene Rennie,
signing individually, the undersigned's true
and lawful attorney-in-fact to:

(1)execute for and on behalf of the undersigned, 
in the undersigned's capacity as a Section 16 officer 
of Adobe Systems Incorporated ( the "Company"), Forms 
3, 4 and 5 in accordance with Section 16(a) of the 
Securities Exchange Act of 1934 and the rules 
thereunder;

(2)do and perform any and all acts for and on 
behalf of the undersigned which may be necessary or 
desirable to complete and execute any such Form 3, 4 or 
5 and timely file such form with the United States 
Securities and Exchange Commission and any stock 
exchange or similar authority; and

(3)take any other action of any type whatsoever 
in connection with the foregoing which, in the opinion 
of such attorney-in-fact, may be of benefit to, in the 
best interest of, or legally required by, the 
undersigned, it being understood that the documents 
executed by such attorney-in-fact on behalf of the 
undersigned pursuant to this Power of Attorney shall be 
in such form and shall contain such terms and 
conditions as such attorney-in-fact may approve in such 
attorney-in-fact's discretion.

The undersigned hereby grants to each such 
attorney-in-fact full power and authority to do and 
perform any and every act and thing whatsoever 
requisite, necessary or proper to be done in the 
exercise of any of the rights and powers herein 
granted, as fully to all intents and purposes as the 
undersigned might or could do if personally present, 
with full power of substitution or revocation, hereby 
ratifying and confirming all that such attorney-in-
fact, or such attorney-in-fact's substitute or 
substitutes, shall lawfully do or cause to be done by 
virtue of this Power of Attorney and the rights and 
powers herein granted. The undersigned acknowledges 
that the foregoing attorneys-in-fact, in serving in 
such capacity at the request of the undersigned, are 
not assuming, nor is the Company assuming, any of the 
undersigned's responsibilities to comply with Section 
16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force 
and effect until the undersigned is no longer required 
to file Forms 3, 4 and 5 with respect to the 
undersigned's holding of and transaction in securities 
issued by the Company, unless earlier revoked by the 
undersigned in a signed writing delivered to the 
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused 
this Power of Attorney to be executed as of October 20, 
2009.  



/s/ Joshua G. James
Joshua G. James

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