Ownership Submission
FORM 3
 UNITED 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  TARKOFF ROBERT M
 2. Date of Event Requiring Statement (Month/Day/Year)
04/10/2008		 3. Issuer Name and Ticker or Trading Symbol
ADOBE SYSTEMS INC [ADBE]
(Last)
(First)
(Middle)
345 PARK AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN JOSE, CA 95110		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   (1) 05/15/2014 Common Stock 250,000 $ 41.37 D  
Incentive Stock Option (right to buy)   (2) 01/24/2015 Common Stock 13,503 $ 34.64 D  
Non-Qualified Stock Option (right to buy)   (2) 01/24/2015 Common Stock 80,497 $ 34.64 D  
Performance Shares   (3)   (3) Common Stock 15,000 $ 0 D  
Performance Shares   (4)   (4) Common Stock 60,000 (5) $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TARKOFF ROBERT M
345 PARK AVENUE
SAN JOSE, CA 95110		       SVP  

Signatures

/s/Stuart Fagin, as attorney-in-fact 04/18/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Vests at a rate of 25% one year after grant date and 2.08% per month for the following 36 months.
(2) Vests at a rate of 2.08% per month for 48 months.
(3) Vesting of the Performance Share Units will be 25% on May 15, 2008, the initial vest date, with the remaining Units vesting 25% annually on the second, third, and fourth anniversary of the initial vest date.
(4) Vesting of the Performance Share Units will be 25% upon the later of the (i) first anniversary of the grant date and (ii) the certification of performance goal achievement, with the remaining Units vesting 25% annually on the second, third, and fourth anniversary of the grant date if the initial performance goals are achieved.
(5) Represents the maximum number of Performance Shares that will be earned, if at all, based on the achievement of certain pre-established performance goals during the 2008 fiscal year. Each Performance Share Unit represents a contingent right to receive one share of ADBE common stock. The maximum number represents 200% of the target payout of 30,000 shares.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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