<PAGE>   1
     As filed with the Securities and Exchange Commission on April 8, 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
                       EXECUTIVE OFFICER NON-PLAN OPTION
                           (Full titles of the plans)

                              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

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                 Amount          Proposed Maximum      Proposed Maximum
 Title of Securities to          to be          Offering Price Per    Aggregate Offering        Amount of
      be Registered            Registered             Share                  Price          Registration Fee
------------------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>              <C>                      <C>
Common Stock, $0.001 par
value per share . . .         2,800,000(1)          $10.79(2)        $30,212,000.00(2)         $9,155.15
------------------------------------------------------------------------------------------------------------
</TABLE>

         (1) 1,800,000 additional shares available for grant and not subject to
             outstanding options as of March 17, 1997 under the Registrant's
             1992 Equity Incentive Plan (the "Plan") and 1,000,000 shares
             subject to option outside of the Plan.

         (2) Weighted average price per share, calculated by using (a) an
             estimate as of April 3, 1997 (pursuant to Rule 457(c) solely for
             the purpose of calculating the amount of the registration fee) of
             $8.453125 per share for the 1,800,000 additional shares available
             for grant under the Plan and (b) the $15.00 exercise price per 
             share for the 1,000,000 shares subject to option outside of the 
             Plan.
<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, 1996 filed on June 27, 1996 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, 1996.

         (b)     (1)    The Registrant's Quarterly Report on Form 10-Q for the
                 quarter ended June 30, 1996 filed on August 13, 1996 pursuant
                 to Section 13(a) of the Exchange Act;

                 (2)    The Registrant's Quarterly Report on Form 10-Q for the
                 quarter ended September 30, 1996 filed on November 14, 1996
                 pursuant to Section 13(a) of the Exchange Act;

                 (3)    The Registrant's Quarterly Report on Form 10-Q for the
                 quarter ended December 31, 1996 filed on February 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


                                       2
<PAGE>   3
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 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





                                        3

<PAGE>   4
indemnification of the Registrant's executive officers and directors for
liabilities arising under the Securities Act.

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

         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        Employment Agreement between Registrant and Robert K.
                          Burgess dated August 25, 1996 (incorporated herein by
                          reference to Exhibit 10.20 to the Registrant's
                          Quarterly Report on Form 10-Q for the quarter ended
                          September 30, 1996 filed on November 14, 1996 pursuant
                          to Section 13(a) of the Exchange Act).

              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 7th
day of April, 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 and corporation
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 or its true
and lawful attorneys-in-fact and agents with full power of substitution, for
him or it and in his or its 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 or it 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        April 7, 1997
------------------------------------                                                                        
Robert K. Burgess


PRINCIPAL FINANCIAL OFFICER
  AND ACCOUNTING OFFICER:

/s/ JOHN C. PARSONS, JR.                    Vice President of Finance and    April 7, 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         April 7, 1997
--------------------------------------                                                                      
John C. Colligan

/S/ KEVIN F. CROWDER                               Director                                   April 7, 1997
--------------------------------------                                                                      
Kevin F. Crowder

/S/ L. JOHN DOERR                                  Director                                   April 7, 1997
--------------------------------------                                                                      
L. John Doerr

/S/ JAMES R. VON EHR II                            Director                                   April 7, 1997
--------------------------------------                                                                      
James R. Von Ehr II

/S/ C. RICHARD KRAMLICH                            Director                                   April 7, 1997
--------------------------------------                                                                      
C. Richard Kramlich

/S/ JOHN C. LAING                                  Director                                   April 7, 1997
--------------------------------------                                                                      
John C. Laing

/S/ DONALD L. LUCAS                                Director                                   April 7, 1997
--------------------------------------                                                                      
Donald L. Lucas

/S/ WILLIAM B. WELTY                               Director                                   April 7, 1997
--------------------------------------                                                                      
William B. Welty
</TABLE>





                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25731}]
{"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": "333-24713", "film-number": "97576107"}, "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 April 8, 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
                       EXECUTIVE OFFICER NON-PLAN OPTION
                           (Full titles of the plans)

                              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
 Title of Securities to          to be          Offering Price Per    Aggregate Offering        Amount of
      be Registered            Registered             Share                  Price          Registration Fee
------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par
value per share . . .         2,800,000(1)          $10.79(2)        $30,212,000.00(2)         $9,155.15
------------------------------------------------------------------------------------------------------------
(1) 1,800,000 additional shares available for grant and not subject to
             outstanding options as of March 17, 1997 under the Registrant's
             1992 Equity Incentive Plan (the "Plan") and 1,000,000 shares
             subject to option outside of the Plan.

         (2) Weighted average price per share, calculated by using (a) an
             estimate as of April 3, 1997 (pursuant to Rule 457(c) solely for
             the purpose of calculating the amount of the registration fee) of
             $8.453125 per share for the 1,800,000 additional shares available
             for grant under the Plan and (b) the $15.00 exercise price per 
             share for the 1,000,000 shares subject to option outside of the 
             Plan.
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, 1996 filed on June 27, 1996 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, 1996.

         (b)     (1)    The Registrant's Quarterly Report on Form 10-Q for the
                 quarter ended June 30, 1996 filed on August 13, 1996 pursuant
                 to Section 13(a) of the Exchange Act;

                 (2)    The Registrant's Quarterly Report on Form 10-Q for the
                 quarter ended September 30, 1996 filed on November 14, 1996
                 pursuant to Section 13(a) of the Exchange Act;

                 (3)    The Registrant's Quarterly Report on Form 10-Q for the
                 quarter ended December 31, 1996 filed on February 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

                                       2
3
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 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

                                        3
4
indemnification of the Registrant's executive officers and directors for
liabilities arising under the Securities Act.

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

         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        Employment Agreement between Registrant and Robert K.
                          Burgess dated August 25, 1996 (incorporated herein by
                          reference to Exhibit 10.20 to the Registrant's
                          Quarterly Report on Form 10-Q for the quarter ended
                          September 30, 1996 filed on November 14, 1996 pursuant
                          to Section 13(a) of the Exchange Act).

              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
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
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 7th
day of April, 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 and corporation
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 or its true
and lawful attorneys-in-fact and agents with full power of substitution, for
him or it and in his or its 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 or it 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        April 7, 1997
------------------------------------                                                                        
Robert K. Burgess

PRINCIPAL FINANCIAL OFFICER
  AND ACCOUNTING OFFICER:

/s/ JOHN C. PARSONS, JR.                    Vice President of Finance and    April 7, 1997
------------------------------------        Operations, Chief Financial                                                            
John C. Parsons, Jr.                        Officer and Secretary
6
7
Signature                                    Title                                  Date
            ---------                                    -----                                  ----
ADDITIONAL DIRECTORS:

/S/ JOHN C. COLLIGAN                               Chairman of the Board of Directors         April 7, 1997
--------------------------------------                                                                      
John C. Colligan

/S/ KEVIN F. CROWDER                               Director                                   April 7, 1997
--------------------------------------                                                                      
Kevin F. Crowder

/S/ L. JOHN DOERR                                  Director                                   April 7, 1997
--------------------------------------                                                                      
L. John Doerr

/S/ JAMES R. VON EHR II                            Director                                   April 7, 1997
--------------------------------------                                                                      
James R. Von Ehr II

/S/ C. RICHARD KRAMLICH                            Director                                   April 7, 1997
--------------------------------------                                                                      
C. Richard Kramlich

/S/ JOHN C. LAING                                  Director                                   April 7, 1997
--------------------------------------                                                                      
John C. Laing

/S/ DONALD L. LUCAS                                Director                                   April 7, 1997
--------------------------------------                                                                      
Donald L. Lucas

/S/ WILLIAM B. WELTY                               Director                                   April 7, 1997
--------------------------------------                                                                      
William B. Welty
7