As filed with the Securities and Exchange Commission on September 22, 1999
                                                   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)

                           1997 STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                                William J. Miller
                             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>
================================================================================
Title of                      Proposed maximum   Proposed maximum    Amount of
securities to     Amount to    offering price   aggregate offering  registration
be registered   Be Registered    per share            price             fee
--------------------------------------------------------------------------------
<S>             <C>            <C>              <C>                 <C>
Common Stock      500,000
$.01 par value    shares         $22.9375(1)        $11,468,750        $3,188.32
================================================================================
</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 September 17, 1999 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. 333-30367) filed by
the  Registrant  on June 30,  1997,  relating  to the  Registrant's  1997  Stock
Incentive 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 1st
day of September, 1999.

                                          AVID TECHNOLOGY, INC.



                                          By:  /s/William J. Miller
                                               -------------------------
                                               William J. Miller
                                               Chief Executive Officer and
                                               Chairman of the Board



<PAGE>

                                POWER OF ATTORNEY

         We, the undersigned  officers and directors of Avid  Technology,  Inc.,
hereby severally constitute William J. Miller,  William L. Flaherty and Ethan E.
Jacks, 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.

<TABLE>
<CAPTION>
Signature                Title                               Date
----------               ------                              -----
<S>                      <C>                                 <C>
/s/William J. Miller     Chief Executive Officer             September 1, 1999
William J. Miller        and Chairman of the Board
                         (Principal Executive Officer)

/s/William L. Flaherty   Senior Vice President of Finance    September 3, 1999
William L. Flaherty      and Chief Financial Officer
                         (Principal Financial Officer)

/s/Charles T. Brumback   Director                            September 7, 1999
Charles T. Brumback

/s/Peter C. Gotcher      Director                            September 1, 1999
Peter C. Gotcher

/s/Robert M. Halperin    Director                            September 3, 1999
Robert M. Halperin

/s/Nancy Hawthorne       Director                            September 2, 1999
Nancy Hawthorne

/s/Roger J. Heinen       Director                            September 3, 1999
Roger J. Heinen, Jr

/s/Daniel Langlois       Director                            September 3, 1999
Daniel Langlois

/s/Lucille S. Salhany    Director                            September 7, 1999
Lucille S. Salhany

/s/William J. Warner     Director                            September 3, 1999
William J. Warner

</TABLE>

<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.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 7964}]
{"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": "333-87539", "film-number": "99715085"}, "business-address": {"street1": "METROPOLITAN TECHNOLOGY PARK", "street2": "ONE PARK WEST", "city": "TEWKSBURY", "state": "MA", "zip": "01876", "phone": "9786406789"}}
As filed with the Securities and Exchange Commission on September 22, 1999
                                                   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)

                           1997 STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                                William J. Miller
                             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)
================================================================================
Title of                      Proposed maximum   Proposed maximum    Amount of
securities to     Amount to    offering price   aggregate offering  registration
be registered   Be Registered    per share            price             fee
--------------------------------------------------------------------------------
Common Stock      500,000
$.01 par value    shares         $22.9375(1)        $11,468,750        $3,188.32
================================================================================
(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 September 17, 1999 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. 333-30367) filed by
the  Registrant  on June 30,  1997,  relating  to the  Registrant's  1997  Stock
Incentive 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 1st
day of September, 1999.

                                          AVID TECHNOLOGY, INC.

                                          By:  /s/William J. Miller
                                               -------------------------
                                               William J. Miller
                                               Chief Executive Officer and
                                               Chairman of the Board
POWER OF ATTORNEY

         We, the undersigned  officers and directors of Avid  Technology,  Inc.,
hereby severally constitute William J. Miller,  William L. Flaherty and Ethan E.
Jacks, 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/William J. Miller     Chief Executive Officer             September 1, 1999
William J. Miller        and Chairman of the Board
                         (Principal Executive Officer)

/s/William L. Flaherty   Senior Vice President of Finance    September 3, 1999
William L. Flaherty      and Chief Financial Officer
                         (Principal Financial Officer)

/s/Charles T. Brumback   Director                            September 7, 1999
Charles T. Brumback

/s/Peter C. Gotcher      Director                            September 1, 1999
Peter C. Gotcher

/s/Robert M. Halperin    Director                            September 3, 1999
Robert M. Halperin

/s/Nancy Hawthorne       Director                            September 2, 1999
Nancy Hawthorne

/s/Roger J. Heinen       Director                            September 3, 1999
Roger J. Heinen, Jr

/s/Daniel Langlois       Director                            September 3, 1999
Daniel Langlois

/s/Lucille S. Salhany    Director                            September 7, 1999
Lucille S. Salhany

/s/William J. Warner     Director                            September 3, 1999
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.