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 * ROWLEY RICHARD   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) VP, Corp. Controller & PAO (Last) (First) (Middle) ADOBE SYSTEMS INCORPORATED, 345 PARK AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 01/24/2012 (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 01/24/2012   M   2,583 A $ 0 22,929 D   Common Stock 01/24/2012   F   1,081 (1) D $ 30.95 21,848 D   Common Stock 01/24/2012   M   3,500 A $ 0 25,348 D   Common Stock 01/24/2012   F   1,301 (2) D $ 30.95 24,047 D   Common Stock 01/25/2012   M   2,750 A $ 0 26,797 D   Common Stock 01/25/2012   F   1,008 (2) D $ 31.34 25,789 D   Common Stock 01/25/2012   M   12,500 A $ 0 38,289 D   Common Stock 01/25/2012   F   4,585 (2) D $ 31.34 33,704 D   Common Stock 01/26/2012   M   1,266 A $ 0 34,970 D   Common Stock 01/26/2012   F   463 (2) D $ 31.18 34,507 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	01/24/2012		M			2,583	(3)	(3)	Common Stock	2,583	$ 0	0	D
Restricted Stock Units	$ 0	01/24/2012		M			3,500	(4)	(4)	Common Stock	3,500	$ 0	10,500	D
Restricted Stock Units	$ 0	01/25/2012		M			2,750	(5)	(5)	Common Stock	2,750	$ 0	5,500	D
Restricted Stock Units	$ 0	01/25/2012		M			12,500	(6)	(6)	Common Stock	12,500	$ 0	12,500	D
Restricted Stock Units	$ 0	01/26/2012		M			1,266	(7)	(7)	Common Stock	1,266	$ 0	1,265	D
Performance Shares	$ 0	01/24/2012		A	V	10,725 (8)		(9)	(9)	Common Stock	10,725	$ 0	10,725	D
Restricted Stock Units	$ 0	01/24/2012		A		7,150		(10)	(10)	Common Stock	7,150	$ 0	7,150	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ROWLEY RICHARD ADOBE SYSTEMS INCORPORATED 345 PARK AVENUE SAN JOSE, CA 95110			VP, Corp. Controller & PAO

Signatures

/s/Justin Judd, as attorney-in-fact		01/26/2012
**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 surrendered to pay tax liability due at vesting of Performance Share Units.
(2)	Shares surrendered to pay tax liability due at vesting of Restricted Stock Units.
(3)	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 January 28, 2008. The participant earned 124% of the target award based on the achievement of certain pre-established performance goals during the 2008 fiscal year. This Performance Share award vested in full on the fourth anniversary of the January 24, 2008 grant date.
(4)	Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the January 24, 2011 grant date. The remaining units will vest on January 24, 2013 as to 3,500 shares, January 24, 2014 as to 3,500 shares and January 24, 2015 as to the remaining 3,500 shares.
(5)	Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the January 25, 2010 grant date. The remaining units will vest on January 25, 2013 as to 2,750 shares and January 25, 2014 as to the remaining 2,750 shares.
(6)	Vests at a rate of 50% on the second anniversary of the January 25, 2010 grant date, and then 25% annually on the third and fourth anniversary of the grant date. The remaining units will vest on January 25, 2013 as to 6,250 shares and January 25, 2014 as to the remaining 6,250 shares.
(7)	Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the January 26, 2009 grant date. The remaining units will vest on January 26, 2013 as to 1,265 shares.
(8)	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 2012 fiscal year. Each Performance Share Unit represents a contingent right to receive one share of ADBE common stock. The maximum number represents 150% of the target payout of 7,150 shares.
(9)	Vesting of the Performance Share Units will be 1/3 of the full earned amount upon the later of the (i) certification of performance goal achievement and (ii) one year anniversary of the January 24, 2012 grant date, with the remaining Units vesting as to 1/3 of the full earned amount on each of the second and third anniversary of the grant date, if the initial performance goals are achieved.
(10)	Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the January 24, 2012 grant date.

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