<PAGE>   1
    As filed with the Securities and Exchange Commission on October 31, 1997

                                                  Registration No. 333-_________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                MACROMEDIA, INC.
             (Exact name of registrant as specified in its charter)


               DELAWARE                                     94-3155026
   (State or other jurisdiction of                       (I.R.S. employer
    incorporation or organization)                      identification no.)

                         600 TOWNSEND STREET, SUITE 310W
                         SAN FRANCISCO, CALIFORNIA 94103
          (Address of principal executive offices, including zip code)


                           1992 EQUITY INCENTIVE PLAN

                        1993 EMPLOYEE STOCK PURCHASE PLAN

             SOLIS DESIGN, INC. OPTIONS ASSUMED BY MACROMEDIA, INC.
                            (Full title of the plan)


                              JOHN C. PARSONS, JR.
 VICE PRESIDENT OF FINANCE AND OPERATIONS, CHIEF FINANCIAL OFFICER AND SECRETARY
                         600 TOWNSEND STREET, SUITE 310W
                         SAN FRANCISCO, CALIFORNIA 94103
                                 (415) 252-2000
 (Name, address and telephone number, including area code, of agent for service)

                                   COPIES TO:

                           Danielle C. Cullinane, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
================================================================================================
                             Amount       Proposed Maximum   Proposed Maximum      Amount of
  Title of Securities         to be        Offering Price        Aggregate       Registration
    to be Registered       Registered         Per Share       Offering Price          Fee
------------------------------------------------------------------------------------------------
<S>                       <C>                <C>                <C>              <C>     
 Common Stock, $0.001
 par value per share.     1,510,500(1)       $9.509(2)          $14,363,500(2)   $4,353.00
================================================================================================
</TABLE>

(1)  1,000,000 additional shares available for grant and not subject to
     outstanding options as of August 15, 1997 under the Registrant's 1992
     Equity Incentive Plan (the "EIP"), 400,000 additional shares available for
     grant under the Registrant's 1993 Employee Stock Purchase Plan (the "ESPP")
     and 110,500 shares subject to Solis Design, Inc. options ("SDI Options")
     assumed by the Registrant.

(2)  Weighted average price per share, calculated by using (a) an estimate as of
     October 28, 1997 (pursuant to Rule 457(c) solely for the purpose of
     calculating the amount of the registration fee) of $9.3125 per share
     for the 1,000,000 additional shares available for grant under the EIP and
     for the 400,000 additional shares available for grant under the ESPP and
     (b) the $12.00 exercise price for the 110,500 shares subject to SDI
     Options.


<PAGE>   2
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

        (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1997 filed on June 30, 1997 pursuant to Section
               13(a) of the Securities Exchange Act of 1934, as amended (the
               "Exchange Act"), which Annual Report contains audited financial
               statements for the fiscal year ended March 31, 1997.

        (b)    The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended June 30, 1997 filed on August 14, 1997 pursuant to Section
               13(a) of the Exchange Act; and

        (c)    The description of the Registrant's Common Stock contained in the
               Registrant's registration statement on Form 8-A filed on October
               22, 1993 with the Commission under Section 12(g) of the Exchange
               Act, as amended on the Registrant's Form 8-A/A filed on October
               5, 1995, including any amendment or report filed for the purpose
               of updating such description.


               All documents subsequently filed by the Registrant pursuant to
        Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
        filing of a post-effective amendment which indicates that all securities
        registered hereby have been sold or which deregisters all securities
        then remaining unsold, shall be deemed to be incorporated by reference
        herein and to be a part hereof from the date of the filing of such
        documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not Applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit. In addition, as
permitted by Section 145 of the Delaware General Corporation Law, the Bylaws of
the Registrant provide that (i) the Registrant is required to indemnify its
directors and executive officers to the fullest extent permitted by the Delaware
General Corporation Law; (ii) the Registrant may, in its discretion, indemnify
other officers, employees and agents as set forth in the Delaware General
Corporation Law; (iii) upon receipt of an undertaking to repay such advances, if
indemnification is determined to be unavailable, the Registrant is required to
advance expenses, as incurred, to its directors and executive officers to the
fullest extent permitted by the Delaware General Corporation Law in connection
with a proceeding (except if a determination is reasonably and promptly made by
the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to the proceeding or, in certain circumstances, by
independent legal counsel in a written opinion that the facts known to the
decision-making party demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the corporation); (iv) the rights conferred
in the Bylaws are not exclusive and the Registrant is authorized to enter into
indemnification agreements with its directors, officers, employees and agents;
(v) the Registrant




                                       2
<PAGE>   3
may not retroactively amend the Bylaw provisions relating to indemnity; and (vi)
to the fullest extent permitted by the Delaware General Corporation Law, a
director or executive officer will be deemed to have acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe that his or her conduct
was unlawful, if his or her action is based on the records or books of account
of the corporation or on information supplied to him or her by officers of the
corporation in the course of their duties or on the advice of legal counsel for
the corporation or on information or records given or reports made to the
corporation by independent certified public accountants or appraisers or other
experts.

           The Registrant's policy is to enter into indemnification agreements
with each of its directors and executive officers. The indemnification
agreements provide that directors and executive officers will be indemnified and
held harmless to the fullest extent permitted by law including against all
expenses (including attorneys' fees), judgments, fines and settlement amounts
paid or reasonably incurred by them in any action, suit or proceeding, including
any derivative action by or in the right of the Registrant, on account of their
services as directors, officers, employees or agents of the Registrant or as
directors, officers, employees or agents of any other company or enterprise when
they are serving in such capacities at the request of the Registrant. The
Registrant will not be obligated pursuant to the agreements to indemnify or
advance expenses to an indemnified party with respect to proceedings or claims
(i) initiated by the indemnified party and not by way of defense, except with
respect to a proceeding authorized by the Board of Directors and successful
proceedings brought to enforce a right to indemnification under the
indemnification agreement, (ii) for any amounts paid in settlement of a
proceeding unless the Registrant consents to such settlement; (iii) on account
of any suit in which judgment is rendered against the indemnified party for an
accounting of profits made from the purchase or sale by the indemnified party of
securities of the Registrant pursuant to the provisions of Section 16(b) of the
Exchange Act and related laws; (iv) on account of conduct by a director that is
finally adjudged to have been in bad faith or conduct that the director did not
reasonably believe to be in, or not opposed to, the best interests of the
Registrant; (v) on account of any criminal action or proceeding arising out of
conduct that the director had reasonable cause to believe was unlawful; or (vi)
if a final decision by a court having jurisdiction in the matter shall determine
that such indemnification is not lawful.

           The indemnification agreements also provide for contribution in
certain situations in which the Registrant and a director or executive officer
are jointly liable but indemnification is unavailable, such contribution to be
based on the relative benefits received and the relative fault of the Registrant
and the director or executive officer. Contribution is not allowed in connection
with a Section 16(b) judgment, and adjudication of bad faith or conduct that a
director or executive officer did not reasonably believe to be in, or not
opposed to, the best interest of the Registrant, or a proceeding arising out of
conduct a director or executive officer had reasonable cause to believe was
unlawful.

           The indemnification agreements require a director or executive
officer to reimburse the Registrant for all expenses advanced only to the extent
it is ultimately determined that the director or executive officer is not
entitled, under Delaware law, the Bylaws, the indemnification agreement or
otherwise to be indemnified for such expenses. The indemnification agreements
provide that they are not exclusive of any rights a director or executive
officer may have under the Certificate of Incorporation, Bylaws, other
agreements, any majority-in-interest vote of the stockholders or vote of
disinterested directors, Delaware law or otherwise.

           The indemnification provision in the Bylaws, and the indemnification
agreements entered into between the Registrant and its directors and executive
officers, may be sufficiently broad to permit indemnification of the
Registrant's executive officers and directors for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act").

           As authorized by the Bylaws, the Registrant, with approval by the
Board, has purchased director and officer liability insurance.




                                       3
<PAGE>   4
           L. John Doerr is indemnified by Kleiner Perkins Caufield & Byers in
his capacity as a director of the Registrant.


ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.


ITEM 8.    EXHIBITS.

            4.01      Registrant's Amended and Restated Certificate of
                      Incorporation (incorporated herein by reference to Exhibit
                      4.01 to the Registrant's registration statement on Form
                      S-8 (File No. 33-89092) filed with the Commission on
                      February 3, 1995).

            4.02      Certificate of Amendment of Registrant's Restated
                      Certificate of Incorporation (incorporated herein by
                      reference to the Registrant's registration statement on
                      Form 8-A/A filed with the Commission on October 5, 1995).

            4.03      Registrant's Bylaws, as amended (incorporated herein by
                      reference to Exhibit 3.02 to the Registrant's Registration
                      Statement on Form S-1 (File No. 33-70624) declared
                      effective by the Commission on December 10, 1993 (the
                      "Form S-1")).

            4.04      Amendment to Registrant's Bylaws effective October 15,
                      1993 (incorporated herein by reference to Exhibit 3.03 to
                      the Form S-1).

            4.05      Registrant's 1992 Equity Incentive Plan, as amended.

            4.06      Registrant's 1993 Employee Stock Purchase Plan, as
                      amended.

            4.07      Solis Design, Inc. 1997 Equity Incentive Plan and Form
                      Agreements.

            4.08      Solis Design, Inc. Non-Plan Form Agreements.

            5.01      Opinion of Fenwick & West LLP.

           23.01      Consent of Fenwick & West LLP (included in Exhibit 5.01).

           23.02      Consent of KPMG Peat Marwick LLP, independent auditors.

           23.03      Consent of Arthur Andersen LLP, independent auditors.

           24.01      Power of Attorney (see pages 6 and 7).


ITEM 9.    UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made,
             a post-effective amendment to this Registration Statement:

             (i)      To include any prospectus required by Section 10(a)(3) of
                      the Securities Act;

             (ii)     To reflect in the prospectus any facts or events arising
                      after the effective date of the Registration Statement (or
                      the most recent post-effective amendment thereof)




                                       4
<PAGE>   5
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in the
                      Registration Statement. Notwithstanding the foregoing, any
                      increase or decrease in volume of securities offered (if
                      the total dollar value of securities offered would not
                      exceed that which was registered) and any deviation from
                      the low or high end of the estimated maximum offering
                      range may be reflected in the form of prospectus filed
                      with the Commission pursuant to Rule 424(b) if, in the
                      aggregate, the changes in volume and price represent no
                      more than a 20 percent change in the maximum aggregate
                      offering price set forth in the "Calculation of
                      Registration Fee" table in the effective Registration
                      Statement; and

             (iii)    To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      Registration Statement or any material change to such
                      information in the Registration Statement;

             provided, however, that paragraphs (1)(i) and (1)(ii) above do not
             apply if the information required to be included in a
             post-effective amendment by those paragraphs is contained in
             periodic reports filed by the Registrant pursuant to Section 13 or
             Section 15(d) of the Exchange Act that are incorporated by
             reference in the Registration Statement.

      (2)    That, for the purpose of determining any liability under the
             Securities Act, each such post-effective amendment shall be deemed
             to be a new registration statement relating to the securities
             offered therein, and the offering of such securities at that time
             shall be deemed to be the initial bona fide offering thereof.

      (3)    To remove from registration by means of a post-effective amendment
             any of the securities being registered which remain unsold at the
             termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


         [The remainder of this page has been intentionally left blank.]




                                       5
<PAGE>   6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 San Francisco, State of California, on the 30th day
of October, 1997.

                                   MACROMEDIA, INC.



                                   By: /s/ John C. Parsons, Jr.
                                      ------------------------------------------
                                       John C. Parsons, Jr.
                                       Vice President of Finance and Operations,
                                       Chief Financial Officer and Secretary



                                POWER OF ATTORNEY



        KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below and on the next page constitutes and appoints Robert K. Burgess
and John C. Parsons, Jr., and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.


        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on this page and
the next in the capacities and on the date indicated.

<TABLE>
<CAPTION>
          Signature                              Title                               Date
          ---------                              -----                               ----
<S>                                         <C>                                 <C>
PRINCIPAL EXECUTIVE OFFICER:


 /s/ Robert K. Burgess                      President and a Director            October 30, 1997
-------------------------------
Robert K. Burgess


PRINCIPAL FINANCIAL OFFICER
  AND ACCOUNTING OFFICER:


 /s/ John C. Parsons, Jr.                   Vice President of Finance and       October 30, 1997
-------------------------------             Operations, Chief Financial
John C. Parsons, Jr.                        Officer and Secretary
</TABLE>






                                       6
<PAGE>   7
<TABLE>
<CAPTION>
          Signature                              Title                               Date
          ---------                              -----                               ----
<S>                                         <C>                                 <C>
ADDITIONAL DIRECTORS:

/s/ John C. Colligan
-------------------------------             Chairman of the Board of Directors  October 28, 1997
John C. Colligan


-------------------------------             Director                            October __, 1997
L. John Doerr                                                                           

/s/ John (Ian) Giffen
-------------------------------             Director                            October 28, 1997
John (Ian) Giffen


-------------------------------             Director                            October __, 1997
C. Richard Kramlich

/s/ Donald L. Lucas
-------------------------------             Director                            October 30, 1997
Donald L. Lucas

/s/ James R. Von Ehr II
-------------------------------             Director                            October 30, 1997
James R. Von Ehr II

/s/ William B. Welty
-------------------------------             Director                            October 30, 1997
William B. Welty
</TABLE>





                                       7
<PAGE>   8
                                 EXHIBIT INDEX


4.01      Registrant's Amended and Restated Certificate of Incorporation
          (incorporated herein by reference to Exhibit 4.01 to the Registrant's
          registration statement on Form S-8 (File No. 33-89092) filed with the
          Commission on February 3, 1995).

4.02      Certificate of Amendment of Registrant's Restated Certificate of
          Incorporation (incorporated herein by reference to the Registrant's
          registration statement on Form 8-A/A filed with the Commission on
          October 5, 1995).

4.03      Registrant's Bylaws, as amended (incorporated herein by reference to
          Exhibit 3.02 to the Registrant's Registration Statement on Form S-1
          (File No. 33-70624) declared effective by the Commission on December
          10, 1993 (the "Form S-1")).

4.04      Amendment to Registrant's Bylaws effective October 15, 1993
          (incorporated herein by reference to Exhibit 3.03 to the Form S-1).

4.05      Registrant's 1992 Equity Incentive Plan, as amended.

4.06      Registrant's 1993 Employee Stock Purchase Plan, as amended.

4.07      Solis Design, Inc. 1997 Equity Incentive Plan and Form Agreements.

4.08      Solis Design, Inc. Non-Plan Form Agreements.

5.01      Opinion of Fenwick & West LLP.

23.01     Consent of Fenwick & West LLP (included in Exhibit 5.01).

23.02     Consent of KPMG Peat Marwick LLP, independent auditors.

23.03     Consent of Arthur Andersen LLP, independent auditors.

24.01     Power of Attorney (see pages 6 and 7).




                                      8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25696}]
{"company-data": {"conformed-name": "MACROMEDIA INC", "cik": "0000913949", "assigned-sic": "7372", "irs-number": "943155026", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39285", "film-number": "97706164"}, "business-address": {"street1": "600 TOWNSEND ST", "street2": "STE 310 W", "city": "SAN FRANCISCO", "state": "CA", "zip": "94103", "phone": "4152522000"}, "mail-address": {"street1": "600 TOWNSEND ST", "street2": "STE 310W", "city": "SAN FRANCISCO", "state": "CA", "zip": "94103"}}
1
    As filed with the Securities and Exchange Commission on October 31, 1997

                                                  Registration No. 333-_________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                MACROMEDIA, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                     94-3155026
   (State or other jurisdiction of                       (I.R.S. employer
    incorporation or organization)                      identification no.)

                         600 TOWNSEND STREET, SUITE 310W
                         SAN FRANCISCO, CALIFORNIA 94103
          (Address of principal executive offices, including zip code)

                           1992 EQUITY INCENTIVE PLAN

                        1993 EMPLOYEE STOCK PURCHASE PLAN

             SOLIS DESIGN, INC. OPTIONS ASSUMED BY MACROMEDIA, INC.
                            (Full title of the plan)

                              JOHN C. PARSONS, JR.
 VICE PRESIDENT OF FINANCE AND OPERATIONS, CHIEF FINANCIAL OFFICER AND SECRETARY
                         600 TOWNSEND STREET, SUITE 310W
                         SAN FRANCISCO, CALIFORNIA 94103
                                 (415) 252-2000
 (Name, address and telephone number, including area code, of agent for service)

                                   COPIES TO:

                           Danielle C. Cullinane, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
================================================================================================
                             Amount       Proposed Maximum   Proposed Maximum      Amount of
  Title of Securities         to be        Offering Price        Aggregate       Registration
    to be Registered       Registered         Per Share       Offering Price          Fee
------------------------------------------------------------------------------------------------
Common Stock, $0.001
 par value per share.     1,510,500(1)       $9.509(2)          $14,363,500(2)   $4,353.00
================================================================================================
(1)  1,000,000 additional shares available for grant and not subject to
     outstanding options as of August 15, 1997 under the Registrant's 1992
     Equity Incentive Plan (the "EIP"), 400,000 additional shares available for
     grant under the Registrant's 1993 Employee Stock Purchase Plan (the "ESPP")
     and 110,500 shares subject to Solis Design, Inc. options ("SDI Options")
     assumed by the Registrant.

(2)  Weighted average price per share, calculated by using (a) an estimate as of
     October 28, 1997 (pursuant to Rule 457(c) solely for the purpose of
     calculating the amount of the registration fee) of $9.3125 per share
     for the 1,000,000 additional shares available for grant under the EIP and
     for the 400,000 additional shares available for grant under the ESPP and
     (b) the $12.00 exercise price for the 110,500 shares subject to SDI
     Options.
2
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

        (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1997 filed on June 30, 1997 pursuant to Section
               13(a) of the Securities Exchange Act of 1934, as amended (the
               "Exchange Act"), which Annual Report contains audited financial
               statements for the fiscal year ended March 31, 1997.

        (b)    The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended June 30, 1997 filed on August 14, 1997 pursuant to Section
               13(a) of the Exchange Act; and

        (c)    The description of the Registrant's Common Stock contained in the
               Registrant's registration statement on Form 8-A filed on October
               22, 1993 with the Commission under Section 12(g) of the Exchange
               Act, as amended on the Registrant's Form 8-A/A filed on October
               5, 1995, including any amendment or report filed for the purpose
               of updating such description.

               All documents subsequently filed by the Registrant pursuant to
        Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
        filing of a post-effective amendment which indicates that all securities
        registered hereby have been sold or which deregisters all securities
        then remaining unsold, shall be deemed to be incorporated by reference
        herein and to be a part hereof from the date of the filing of such
        documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not Applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit. In addition, as
permitted by Section 145 of the Delaware General Corporation Law, the Bylaws of
the Registrant provide that (i) the Registrant is required to indemnify its
directors and executive officers to the fullest extent permitted by the Delaware
General Corporation Law; (ii) the Registrant may, in its discretion, indemnify
other officers, employees and agents as set forth in the Delaware General
Corporation Law; (iii) upon receipt of an undertaking to repay such advances, if
indemnification is determined to be unavailable, the Registrant is required to
advance expenses, as incurred, to its directors and executive officers to the
fullest extent permitted by the Delaware General Corporation Law in connection
with a proceeding (except if a determination is reasonably and promptly made by
the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to the proceeding or, in certain circumstances, by
independent legal counsel in a written opinion that the facts known to the
decision-making party demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the corporation); (iv) the rights conferred
in the Bylaws are not exclusive and the Registrant is authorized to enter into
indemnification agreements with its directors, officers, employees and agents;
(v) the Registrant

                                       2
3
may not retroactively amend the Bylaw provisions relating to indemnity; and (vi)
to the fullest extent permitted by the Delaware General Corporation Law, a
director or executive officer will be deemed to have acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe that his or her conduct
was unlawful, if his or her action is based on the records or books of account
of the corporation or on information supplied to him or her by officers of the
corporation in the course of their duties or on the advice of legal counsel for
the corporation or on information or records given or reports made to the
corporation by independent certified public accountants or appraisers or other
experts.

           The Registrant's policy is to enter into indemnification agreements
with each of its directors and executive officers. The indemnification
agreements provide that directors and executive officers will be indemnified and
held harmless to the fullest extent permitted by law including against all
expenses (including attorneys' fees), judgments, fines and settlement amounts
paid or reasonably incurred by them in any action, suit or proceeding, including
any derivative action by or in the right of the Registrant, on account of their
services as directors, officers, employees or agents of the Registrant or as
directors, officers, employees or agents of any other company or enterprise when
they are serving in such capacities at the request of the Registrant. The
Registrant will not be obligated pursuant to the agreements to indemnify or
advance expenses to an indemnified party with respect to proceedings or claims
(i) initiated by the indemnified party and not by way of defense, except with
respect to a proceeding authorized by the Board of Directors and successful
proceedings brought to enforce a right to indemnification under the
indemnification agreement, (ii) for any amounts paid in settlement of a
proceeding unless the Registrant consents to such settlement; (iii) on account
of any suit in which judgment is rendered against the indemnified party for an
accounting of profits made from the purchase or sale by the indemnified party of
securities of the Registrant pursuant to the provisions of Section 16(b) of the
Exchange Act and related laws; (iv) on account of conduct by a director that is
finally adjudged to have been in bad faith or conduct that the director did not
reasonably believe to be in, or not opposed to, the best interests of the
Registrant; (v) on account of any criminal action or proceeding arising out of
conduct that the director had reasonable cause to believe was unlawful; or (vi)
if a final decision by a court having jurisdiction in the matter shall determine
that such indemnification is not lawful.

           The indemnification agreements also provide for contribution in
certain situations in which the Registrant and a director or executive officer
are jointly liable but indemnification is unavailable, such contribution to be
based on the relative benefits received and the relative fault of the Registrant
and the director or executive officer. Contribution is not allowed in connection
with a Section 16(b) judgment, and adjudication of bad faith or conduct that a
director or executive officer did not reasonably believe to be in, or not
opposed to, the best interest of the Registrant, or a proceeding arising out of
conduct a director or executive officer had reasonable cause to believe was
unlawful.

           The indemnification agreements require a director or executive
officer to reimburse the Registrant for all expenses advanced only to the extent
it is ultimately determined that the director or executive officer is not
entitled, under Delaware law, the Bylaws, the indemnification agreement or
otherwise to be indemnified for such expenses. The indemnification agreements
provide that they are not exclusive of any rights a director or executive
officer may have under the Certificate of Incorporation, Bylaws, other
agreements, any majority-in-interest vote of the stockholders or vote of
disinterested directors, Delaware law or otherwise.

           The indemnification provision in the Bylaws, and the indemnification
agreements entered into between the Registrant and its directors and executive
officers, may be sufficiently broad to permit indemnification of the
Registrant's executive officers and directors for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act").

           As authorized by the Bylaws, the Registrant, with approval by the
Board, has purchased director and officer liability insurance.

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           L. John Doerr is indemnified by Kleiner Perkins Caufield & Byers in
his capacity as a director of the Registrant.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

ITEM 8.    EXHIBITS.

            4.01      Registrant's Amended and Restated Certificate of
                      Incorporation (incorporated herein by reference to Exhibit
                      4.01 to the Registrant's registration statement on Form
                      S-8 (File No. 33-89092) filed with the Commission on
                      February 3, 1995).

            4.02      Certificate of Amendment of Registrant's Restated
                      Certificate of Incorporation (incorporated herein by
                      reference to the Registrant's registration statement on
                      Form 8-A/A filed with the Commission on October 5, 1995).

            4.03      Registrant's Bylaws, as amended (incorporated herein by
                      reference to Exhibit 3.02 to the Registrant's Registration
                      Statement on Form S-1 (File No. 33-70624) declared
                      effective by the Commission on December 10, 1993 (the
                      "Form S-1")).

            4.04      Amendment to Registrant's Bylaws effective October 15,
                      1993 (incorporated herein by reference to Exhibit 3.03 to
                      the Form S-1).

            4.05      Registrant's 1992 Equity Incentive Plan, as amended.

            4.06      Registrant's 1993 Employee Stock Purchase Plan, as
                      amended.

            4.07      Solis Design, Inc. 1997 Equity Incentive Plan and Form
                      Agreements.

            4.08      Solis Design, Inc. Non-Plan Form Agreements.

            5.01      Opinion of Fenwick & West LLP.

           23.01      Consent of Fenwick & West LLP (included in Exhibit 5.01).

           23.02      Consent of KPMG Peat Marwick LLP, independent auditors.

           23.03      Consent of Arthur Andersen LLP, independent auditors.

           24.01      Power of Attorney (see pages 6 and 7).

ITEM 9.    UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made,
             a post-effective amendment to this Registration Statement:

             (i)      To include any prospectus required by Section 10(a)(3) of
                      the Securities Act;

             (ii)     To reflect in the prospectus any facts or events arising
                      after the effective date of the Registration Statement (or
                      the most recent post-effective amendment thereof)

                                       4
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                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in the
                      Registration Statement. Notwithstanding the foregoing, any
                      increase or decrease in volume of securities offered (if
                      the total dollar value of securities offered would not
                      exceed that which was registered) and any deviation from
                      the low or high end of the estimated maximum offering
                      range may be reflected in the form of prospectus filed
                      with the Commission pursuant to Rule 424(b) if, in the
                      aggregate, the changes in volume and price represent no
                      more than a 20 percent change in the maximum aggregate
                      offering price set forth in the "Calculation of
                      Registration Fee" table in the effective Registration
                      Statement; and

             (iii)    To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      Registration Statement or any material change to such
                      information in the Registration Statement;

             provided, however, that paragraphs (1)(i) and (1)(ii) above do not
             apply if the information required to be included in a
             post-effective amendment by those paragraphs is contained in
             periodic reports filed by the Registrant pursuant to Section 13 or
             Section 15(d) of the Exchange Act that are incorporated by
             reference in the Registration Statement.

      (2)    That, for the purpose of determining any liability under the
             Securities Act, each such post-effective amendment shall be deemed
             to be a new registration statement relating to the securities
             offered therein, and the offering of such securities at that time
             shall be deemed to be the initial bona fide offering thereof.

      (3)    To remove from registration by means of a post-effective amendment
             any of the securities being registered which remain unsold at the
             termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

         [The remainder of this page has been intentionally left blank.]

                                       5
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                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 San Francisco, State of California, on the 30th day
of October, 1997.

                                   MACROMEDIA, INC.

                                   By: /s/ John C. Parsons, Jr.
                                      ------------------------------------------
                                       John C. Parsons, Jr.
                                       Vice President of Finance and Operations,
                                       Chief Financial Officer and Secretary

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below and on the next page constitutes and appoints Robert K. Burgess
and John C. Parsons, Jr., and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on this page and
the next in the capacities and on the date indicated.
Signature                              Title                               Date
          ---------                              -----                               ----
PRINCIPAL EXECUTIVE OFFICER:

 /s/ Robert K. Burgess                      President and a Director            October 30, 1997
-------------------------------
Robert K. Burgess

PRINCIPAL FINANCIAL OFFICER
  AND ACCOUNTING OFFICER:

 /s/ John C. Parsons, Jr.                   Vice President of Finance and       October 30, 1997
-------------------------------             Operations, Chief Financial
John C. Parsons, Jr.                        Officer and Secretary
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Signature                              Title                               Date
          ---------                              -----                               ----
ADDITIONAL DIRECTORS:

/s/ John C. Colligan
-------------------------------             Chairman of the Board of Directors  October 28, 1997
John C. Colligan

-------------------------------             Director                            October __, 1997
L. John Doerr                                                                           

/s/ John (Ian) Giffen
-------------------------------             Director                            October 28, 1997
John (Ian) Giffen

-------------------------------             Director                            October __, 1997
C. Richard Kramlich

/s/ Donald L. Lucas
-------------------------------             Director                            October 30, 1997
Donald L. Lucas

/s/ James R. Von Ehr II
-------------------------------             Director                            October 30, 1997
James R. Von Ehr II

/s/ William B. Welty
-------------------------------             Director                            October 30, 1997
William B. Welty
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                                 EXHIBIT INDEX

4.01      Registrant's Amended and Restated Certificate of Incorporation
          (incorporated herein by reference to Exhibit 4.01 to the Registrant's
          registration statement on Form S-8 (File No. 33-89092) filed with the
          Commission on February 3, 1995).

4.02      Certificate of Amendment of Registrant's Restated Certificate of
          Incorporation (incorporated herein by reference to the Registrant's
          registration statement on Form 8-A/A filed with the Commission on
          October 5, 1995).

4.03      Registrant's Bylaws, as amended (incorporated herein by reference to
          Exhibit 3.02 to the Registrant's Registration Statement on Form S-1
          (File No. 33-70624) declared effective by the Commission on December
          10, 1993 (the "Form S-1")).

4.04      Amendment to Registrant's Bylaws effective October 15, 1993
          (incorporated herein by reference to Exhibit 3.03 to the Form S-1).

4.05      Registrant's 1992 Equity Incentive Plan, as amended.

4.06      Registrant's 1993 Employee Stock Purchase Plan, as amended.

4.07      Solis Design, Inc. 1997 Equity Incentive Plan and Form Agreements.

4.08      Solis Design, Inc. Non-Plan Form Agreements.

5.01      Opinion of Fenwick & West LLP.

23.01     Consent of Fenwick & West LLP (included in Exhibit 5.01).

23.02     Consent of KPMG Peat Marwick LLP, independent auditors.

23.03     Consent of Arthur Andersen LLP, independent auditors.

24.01     Power of Attorney (see pages 6 and 7).

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