As filed with the Securities and Exchange Commission on December 19, 2001
                         Registration No. 333-_________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    Form S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              AVID TECHNOLOGY, INC.
               (Exact name of issuer as specified in its charter)


            Delaware                                         04-2977748
   (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification Number)


   Avid Technology Park, One Park West, Tewksbury, MA             01876
         (Address of Principal Executive Offices)               (Zip Code)

                             1999 STOCK OPTION PLAN
                            (Full title of the Plan)


                                 David A. Krall
                      President and Chief Executive Officer
                              Avid Technology, Inc.
                       Avid Technology Park, One Park West
                               Tewksbury, MA 01876
                     (Name and address of agent for service)

                                 (978) 640-6789
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
=========================================================================================
                                       Proposed maximum    Proposed maximum    Amount of
Title of securities     Amount to       Offering price    Aggregate offering  registration
 to be registered     be Registered        per share           price              fee
-----------------------------------------------------------------------------------------
<S>                    <C>              <C>                <C>                 <C>
   Common Stock,       1,000,000        $12.05 (1)         $12,050,000         $2,879.95
   $.01 par value       shares
=========================================================================================
</TABLE>

(1) Estimated  solely for the purpose of calculating the  registration  fee, and
based upon the  average  of the high and low  prices of the Common  Stock on the
Nasdaq  National Market on December 14, 2001 in accordance with Rules 457(c) and
457(h) of the Securities Act of 1933, as amended.

<PAGE>


                     STATEMENT OF INCORPORATION BY REFERENCE

     This  Registration  Statement on Form S-8  incorporates  by  reference  the
contents of the Registration Statement on Form S-8 (File No. 333-94167) filed by
the  Registrant  on January 6, 2000,  relating  to the  Registrant's  1999 Stock
Option Plan.

<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Tewksbury, Commonwealth of Massachusetts, on the 14th
day of December, 2001.

                                    AVID TECHNOLOGY, INC.


                                    By:   /s/ David A. Krall
                                          --------------------------------------
                                          President, Chief Executive Officer and
                                          Director

<PAGE>

                                POWER OF ATTORNEY

     We, the undersigned officers and directors of Avid Technology, Inc., hereby
severally  constitute  David A. Krall,  Ethan E. Jacks and Carol E. Kazmer,  and
each of them singly,  our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below,  the  Registration  Statement on Form S-8 filed  herewith and any and all
subsequent  amendments to said Registration  Statement,  and generally to do all
such things in our names and behalf in our  capacities as officers and directors
to  enable  Avid  Technology,  Inc.  to  comply  with  all  requirements  of the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signatures  as they may be signed  by said  attorneys,  or any of them,  to said
Registration Statement and any and all amendments thereto.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates
indicated.

  Signature                   Title                               Date
  ---------                   -----                               ----

/s/ David A. Krall        President, Chief Executive Officer   December 14, 2001
-----------------------   and Director
David A. Krall            (Principal Executive Officer)

/s/ Paul  Milbury         Vice President, Chief Financial      December 12, 2001
-----------------------   Officer and Treasurer
Paul Milbury              (Principal Financial Officer)

/s/ Carol L. Reid         Vice President and Controller        December 12, 2001
-----------------------   (Principal Accounting Officer)
Carol L. Reid

/s/ Charles T. Brumback   Director                             December 14, 2001
-----------------------
Charles T. Brumback

                          Director
-----------------------
Robert M. Halperin

/s/ Nancy Hawthorne       Director                             December 12, 2001
-----------------------
Nancy Hawthorne

/s/ Pamela F. Lenehan     Director                             December 12, 2001
-----------------------
Pamela F. Lenehan

/s/ William J. Warner     Director                             December 17, 2001
-----------------------
William J. Warner

<PAGE>

                                  Exhibit Index
                                  -------------

Exhibit
Number       Description
-------      -----------

  4.1 (1)    Third Amended and Restated Certificate of Incorporation of the
             Registrant.
  4.2 (2)    Amended and Restated By-Laws of the Registrant.
  4.3 (3)    Certificate of Designation establishing Series A Junior
             Participating Preferred Stock and Certificate of Correction.
  4.4 (4)    Rights Agreement, dated as of February 29, 1996 between the
             Registrant and BankBoston, as Rights Agent.
  5          Opinion of Hale and Dorr LLP.
 23.1        Consent of PricewaterhouseCoopers LLP.
 23.2        Consent of Hale and Dorr LLP (included in Exhibit 5).
 24          Power of Attorney (included on the signature page of this
             Registration Statement).


 (1)  Incorporated herein by reference from Exhibits 3.1 and 3.2 to the
      Registrant's Quarterly Report on Form 10-Q for the period ended March
      31, 1995.
 (2)  Incorporated herein by reference from the Registrant's Registration
      Statement on Form S-1 (File No. 33-57796) as declared effective by the
      Commission on March 11, 1993.
 (3)  Incorporated herein by reference from Exhibits 3.4 and 3.5 to the
      Registrant's Annual Report on Form 10-K for the year ended December 31,
      1995 as filed with the Commission on April 1, 1996.
 (4)  Incorporated herein by reference from the Registrant's Current Report
      on Form 8-K, as filed with the Commission on March 8, 1996.

<PAGE>


                                                                  Exhibit 5


                                Hale and Dorr LLP
                               Counsellors at Law
                  60 State Street, Boston, Massachusetts 02109
                         617-526-6000 * FAX 617-526-5000


                                December 19, 2001


Avid Technology, Inc.
Avid Technology Park
One Park West
Tewksbury, MA 01876

  Re:   Registration Statement on Form S-8
        ----------------------------------

Ladies and Gentlemen:

     This  opinion  is  furnished  to you  in  connection  with  a  Registration
Statement on Form S-8 (the  "Registration  Statement") filed with the Securities
and Exchange  Commission (the "Commission") under the Securities Act of 1933, as
amended (the  "Securities  Act"),  for the  registration of 1,000,000  shares of
Common Stock, $.01 par value per share (the "Shares"), of Avid Technology, Inc.,
a Delaware corporation (the "Company"),  issuable under the Company's 1999 Stock
Option Plan (the "Plan").

     We have  examined  the  Certificate  of  Incorporation  and  By-Laws of the
Company,  each as  amended  and  restated  to date,  and  originals,  or  copies
certified to our  satisfaction,  of all pertinent records of the meetings of the
directors and stockholders of the Company,  the Registration  Statement and such
other  documents  relating  to the Company as we have  deemed  material  for the
purposes of this opinion.

     In examination of the foregoing documents,  we have assumed the genuineness
of  all  signatures,  the  authenticity  of  all  documents  submitted  to us as
originals, the conformity to original documents of all documents submitted to us
as copies,  the  authenticity of the originals of such latter  documents and the
legal competence of all signatories to such documents.

     We express no  opinion  herein as to the laws of any state or  jurisdiction
other than the state laws of the  Commonwealth  of  Massachusetts,  the Delaware
General  Corporation  Law statute and the federal  laws of the United  States of
America.
<PAGE>

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
Shares have been duly  authorized  for issuance and the Shares,  when issued and
paid for in accordance with the terms of the Plan, will be validly issued, fully
paid and nonassessable.

     It is understood  that this opinion is to be used only in  connection  with
the offer and sale of the Shares while the Registration Statement is in effect.

     Please note that we are opining only as to the matters  expressly set forth
herein, and no opinion should be inferred as to any other matters.

     We hereby  consent to the filing of this opinion with the  Commission as an
exhibit to the  Registration  Statement in accordance  with the  requirements of
Item  601(b)(5)  of  Regulation  S-K under the  Securities  Act.  In giving such
consent,  we do not hereby  admit that we are in the  category of persons  whose
consent  is  required  under  Section 7 of the  Securities  Act or the rules and
regulations of the Commission.

                                Very truly yours,

                                /s/ Hale and Dorr LLP

                                HALE AND DORR LLP

<PAGE>

                                                                  Exhibit 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on Form S-8 of our report  dated  January  31,  2001  relating to the
financial  statements  and financial  statement  schedule,  which appears in the
Annual Report on Form 10-K of Avid Technology,  Inc. for the year ended December
31, 2000.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
December 19, 2001

<PAGE>

                              AVID TECHNOLOGY, INC.
                              Avid Technology Park
                                  One Park West
                               Tewksbury, MA 01876
                         978-640-6789 * FAX 978-851-7216


                                      December 19, 2001

BY ELECTRONIC SUBMISSION

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549

      Re:   Avid Technology, Inc.
            1999 Stock Option Plan
            Registration Statement on Form S-8
            ----------------------------------

Ladies and Gentlemen:

     Submitted  herewith  for  filing on behalf of Avid  Technology,  Inc.  (the
"Company") is a  Registration  Statement on Form S-8 under the Securities Act of
1933, as amended, registering 1,000,000 shares of Common Stock issuable pursuant
to an amendment of the Company's 1999 Stock Option Plan.

     This filing is being effected by direct  transmission  to the  Commission's
EDGAR System. On December 18, 2001, in anticipation of this filing,  the Company
caused the  aggregate  filing fee of  $2,879.95  to be wire  transferred  to the
Commission's account at the Mellon Bank in Pittsburgh.

     Please contact the undersigned at (978) 640-3420 with any questions you may
have regarding this filing.

                                          Very truly yours,

                                          /s/ Carol E. Kazmer

                                          Carol E. Kazmer
                                          Vice President, General Counsel and
                                          Assistant Secretary

Enclosures
[{"type": "S-8", "sequence": "1", "filename": "form_s-8dec01.txt", "secsgml_size_bytes": 13210}]
{"company-data": {"conformed-name": "AVID TECHNOLOGY INC", "cik": "0000896841", "assigned-sic": "3861", "irs-number": "042977748", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75470", "film-number": "1817825"}, "business-address": {"street1": "METROPOLITAN TECHNOLOGY PARK", "street2": "ONE PARK WEST", "city": "TEWKSBURY", "state": "MA", "zip": "01876", "phone": "9786406789"}, "mail-address": {"street1": "METROPOLITAN TECHNOLOGY PARK", "street2": "ONE PARK WEST", "city": "TEWKSBURY", "state": "MA", "zip": "01876"}}
As filed with the Securities and Exchange Commission on December 19, 2001
                         Registration No. 333-_________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    Form S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              AVID TECHNOLOGY, INC.
               (Exact name of issuer as specified in its charter)

            Delaware                                         04-2977748
   (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification Number)

   Avid Technology Park, One Park West, Tewksbury, MA             01876
         (Address of Principal Executive Offices)               (Zip Code)

                             1999 STOCK OPTION PLAN
                            (Full title of the Plan)

                                 David A. Krall
                      President and Chief Executive Officer
                              Avid Technology, Inc.
                       Avid Technology Park, One Park West
                               Tewksbury, MA 01876
                     (Name and address of agent for service)

                                 (978) 640-6789
          (Telephone number, including area code, of agent for service)
=========================================================================================
                                       Proposed maximum    Proposed maximum    Amount of
Title of securities     Amount to       Offering price    Aggregate offering  registration
 to be registered     be Registered        per share           price              fee
-----------------------------------------------------------------------------------------
Common Stock,       1,000,000        $12.05 (1)         $12,050,000         $2,879.95
   $.01 par value       shares
=========================================================================================
(1) Estimated  solely for the purpose of calculating the  registration  fee, and
based upon the  average  of the high and low  prices of the Common  Stock on the
Nasdaq  National Market on December 14, 2001 in accordance with Rules 457(c) and
457(h) of the Securities Act of 1933, as amended.
STATEMENT OF INCORPORATION BY REFERENCE

     This  Registration  Statement on Form S-8  incorporates  by  reference  the
contents of the Registration Statement on Form S-8 (File No. 333-94167) filed by
the  Registrant  on January 6, 2000,  relating  to the  Registrant's  1999 Stock
Option Plan.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Tewksbury, Commonwealth of Massachusetts, on the 14th
day of December, 2001.

                                    AVID TECHNOLOGY, INC.

                                    By:   /s/ David A. Krall
                                          --------------------------------------
                                          President, Chief Executive Officer and
                                          Director
POWER OF ATTORNEY

     We, the undersigned officers and directors of Avid Technology, Inc., hereby
severally  constitute  David A. Krall,  Ethan E. Jacks and Carol E. Kazmer,  and
each of them singly,  our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below,  the  Registration  Statement on Form S-8 filed  herewith and any and all
subsequent  amendments to said Registration  Statement,  and generally to do all
such things in our names and behalf in our  capacities as officers and directors
to  enable  Avid  Technology,  Inc.  to  comply  with  all  requirements  of the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signatures  as they may be signed  by said  attorneys,  or any of them,  to said
Registration Statement and any and all amendments thereto.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates
indicated.

  Signature                   Title                               Date
  ---------                   -----                               ----

/s/ David A. Krall        President, Chief Executive Officer   December 14, 2001
-----------------------   and Director
David A. Krall            (Principal Executive Officer)

/s/ Paul  Milbury         Vice President, Chief Financial      December 12, 2001
-----------------------   Officer and Treasurer
Paul Milbury              (Principal Financial Officer)

/s/ Carol L. Reid         Vice President and Controller        December 12, 2001
-----------------------   (Principal Accounting Officer)
Carol L. Reid

/s/ Charles T. Brumback   Director                             December 14, 2001
-----------------------
Charles T. Brumback

                          Director
-----------------------
Robert M. Halperin

/s/ Nancy Hawthorne       Director                             December 12, 2001
-----------------------
Nancy Hawthorne

/s/ Pamela F. Lenehan     Director                             December 12, 2001
-----------------------
Pamela F. Lenehan

/s/ William J. Warner     Director                             December 17, 2001
-----------------------
William J. Warner
Exhibit Index
                                  -------------

Exhibit
Number       Description
-------      -----------

  4.1 (1)    Third Amended and Restated Certificate of Incorporation of the
             Registrant.
  4.2 (2)    Amended and Restated By-Laws of the Registrant.
  4.3 (3)    Certificate of Designation establishing Series A Junior
             Participating Preferred Stock and Certificate of Correction.
  4.4 (4)    Rights Agreement, dated as of February 29, 1996 between the
             Registrant and BankBoston, as Rights Agent.
  5          Opinion of Hale and Dorr LLP.
 23.1        Consent of PricewaterhouseCoopers LLP.
 23.2        Consent of Hale and Dorr LLP (included in Exhibit 5).
 24          Power of Attorney (included on the signature page of this
             Registration Statement).

 (1)  Incorporated herein by reference from Exhibits 3.1 and 3.2 to the
      Registrant's Quarterly Report on Form 10-Q for the period ended March
      31, 1995.
 (2)  Incorporated herein by reference from the Registrant's Registration
      Statement on Form S-1 (File No. 33-57796) as declared effective by the
      Commission on March 11, 1993.
 (3)  Incorporated herein by reference from Exhibits 3.4 and 3.5 to the
      Registrant's Annual Report on Form 10-K for the year ended December 31,
      1995 as filed with the Commission on April 1, 1996.
 (4)  Incorporated herein by reference from the Registrant's Current Report
      on Form 8-K, as filed with the Commission on March 8, 1996.
Exhibit 5

                                Hale and Dorr LLP
                               Counsellors at Law
                  60 State Street, Boston, Massachusetts 02109
                         617-526-6000 * FAX 617-526-5000

                                December 19, 2001

Avid Technology, Inc.
Avid Technology Park
One Park West
Tewksbury, MA 01876

  Re:   Registration Statement on Form S-8
        ----------------------------------

Ladies and Gentlemen:

     This  opinion  is  furnished  to you  in  connection  with  a  Registration
Statement on Form S-8 (the  "Registration  Statement") filed with the Securities
and Exchange  Commission (the "Commission") under the Securities Act of 1933, as
amended (the  "Securities  Act"),  for the  registration of 1,000,000  shares of
Common Stock, $.01 par value per share (the "Shares"), of Avid Technology, Inc.,
a Delaware corporation (the "Company"),  issuable under the Company's 1999 Stock
Option Plan (the "Plan").

     We have  examined  the  Certificate  of  Incorporation  and  By-Laws of the
Company,  each as  amended  and  restated  to date,  and  originals,  or  copies
certified to our  satisfaction,  of all pertinent records of the meetings of the
directors and stockholders of the Company,  the Registration  Statement and such
other  documents  relating  to the Company as we have  deemed  material  for the
purposes of this opinion.

     In examination of the foregoing documents,  we have assumed the genuineness
of  all  signatures,  the  authenticity  of  all  documents  submitted  to us as
originals, the conformity to original documents of all documents submitted to us
as copies,  the  authenticity of the originals of such latter  documents and the
legal competence of all signatories to such documents.

     We express no  opinion  herein as to the laws of any state or  jurisdiction
other than the state laws of the  Commonwealth  of  Massachusetts,  the Delaware
General  Corporation  Law statute and the federal  laws of the United  States of
America.
Based upon and subject to the  foregoing,  we are of the  opinion  that the
Shares have been duly  authorized  for issuance and the Shares,  when issued and
paid for in accordance with the terms of the Plan, will be validly issued, fully
paid and nonassessable.

     It is understood  that this opinion is to be used only in  connection  with
the offer and sale of the Shares while the Registration Statement is in effect.

     Please note that we are opining only as to the matters  expressly set forth
herein, and no opinion should be inferred as to any other matters.

     We hereby  consent to the filing of this opinion with the  Commission as an
exhibit to the  Registration  Statement in accordance  with the  requirements of
Item  601(b)(5)  of  Regulation  S-K under the  Securities  Act.  In giving such
consent,  we do not hereby  admit that we are in the  category of persons  whose
consent  is  required  under  Section 7 of the  Securities  Act or the rules and
regulations of the Commission.

                                Very truly yours,

                                /s/ Hale and Dorr LLP

                                HALE AND DORR LLP
Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on Form S-8 of our report  dated  January  31,  2001  relating to the
financial  statements  and financial  statement  schedule,  which appears in the
Annual Report on Form 10-K of Avid Technology,  Inc. for the year ended December
31, 2000.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
December 19, 2001
AVID TECHNOLOGY, INC.
                              Avid Technology Park
                                  One Park West
                               Tewksbury, MA 01876
                         978-640-6789 * FAX 978-851-7216

                                      December 19, 2001

BY ELECTRONIC SUBMISSION

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549

      Re:   Avid Technology, Inc.
            1999 Stock Option Plan
            Registration Statement on Form S-8
            ----------------------------------

Ladies and Gentlemen:

     Submitted  herewith  for  filing on behalf of Avid  Technology,  Inc.  (the
"Company") is a  Registration  Statement on Form S-8 under the Securities Act of
1933, as amended, registering 1,000,000 shares of Common Stock issuable pursuant
to an amendment of the Company's 1999 Stock Option Plan.

     This filing is being effected by direct  transmission  to the  Commission's
EDGAR System. On December 18, 2001, in anticipation of this filing,  the Company
caused the  aggregate  filing fee of  $2,879.95  to be wire  transferred  to the
Commission's account at the Mellon Bank in Pittsburgh.

     Please contact the undersigned at (978) 640-3420 with any questions you may
have regarding this filing.

                                          Very truly yours,

                                          /s/ Carol E. Kazmer

                                          Carol E. Kazmer
                                          Vice President, General Counsel and
                                          Assistant Secretary

Enclosures