Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
LYNCH KEVIN M
   2. Issuer Name and Ticker or Trading Symbol
ADOBE SYSTEMS INC [ADBE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CTO, SVP Platform Business
(Last)
(First)
(Middle)
ADOBE SYSTEMS INCORPORATED, 345 PARK AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
01/24/2009
(Street)

SAN JOSE, CA 95110		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/24/2009   M   8,334 A $ 0 36,787 (1) D  
Common Stock 01/24/2009   F   3,287 (2) D $ 19.7 33,500 D  
Common Stock 01/26/2009   M   12,090 A $ 0 45,590 D  
Common Stock 01/26/2009   F   4,322 (3) D $ 19.93 41,268 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares $ 0 01/24/2009   M     8,334   (4)   (4) Common Stock 8,334 $ 0 16,666 D  
Performance Shares $ 0 01/26/2009   M     12,090   (5)   (5) Common Stock 12,090 $ 0 36,270 D  
Incentive Stock Option (right to buy) $ 19.93 01/26/2009   A   3,313     (6) 01/26/2016 Common Stock 3,313 $ 0 3,313 D  
Non-Qualified Stock Option (right to buy) $ 19.93 01/26/2009   A   123,287     (6) 01/26/2016 Common Stock 123,287 $ 0 123,287 D  
Performance Shares $ 0 01/26/2009   A V 24,265 (7)     (8)   (8) Common Stock 24,265 $ 0 24,265 D  
Restricted Stock Units $ 0 01/26/2009   A   21,100     (9)   (9) Common Stock 21,100 $ 0 21,100 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LYNCH KEVIN M
ADOBE SYSTEMS INCORPORATED
345 PARK AVENUE
SAN JOSE, CA 95110		       CTO, SVP Platform Business  

Signatures

 /s/Stuart Fagin, as attorney-in-fact   01/27/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Shares acquired on December 31, 2008 pursuant to Adobe's 1997 Employee Stock Purchase Plan.
(2) Shares surrendered to pay tax liability due at vesting of Performance Share Units. Shares were calculated using the closing price on January 23, 2009 as the 2009 vesting date was Saturday, January 24, 2009.
(3) Shares surrendered to pay tax liability due at vesting of Performance Share Units.
(4) Represents the number of shares acquired upon vesting of 25% of the Performance Share Units earned by the participant in connection with the Performance Share award filed April 18, 2008. The participant earned 200% of the target award based on the achievement of certain pre-established performance goals during the 2007 fiscal year. The remaining Performance Share Units will vest 25% annually on the third and fourth anniversary of the grant date.
(5) Represents the number of shares acquired upon vesting of 25% of the Performance Share Units earned by the participant in connection with the Performance Share award filed April 18, 2008. The participant earned 124% of the target award based on the achievement of certain pre-established performance goals during the 2008 fiscal year. The remaining Performance Share Units will vest 25% annually on the second, third and fourth anniversary of the grant date.
(6) Vests at a rate of 2.08% per month for 48 months.
(7) 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 2009 fiscal year. Each Performance Share Unit represents a contingent right to receive one share of ADBE common stock. The maximum number represents 115% of the target payout of 47,550 shares.
(8) Vesting of the Performance Share Units will be 25% upon the later of the (i) first anniversary of the vesting 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.
(9) Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the grant date.

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