<PAGE>

    As filed with the Securities and Exchange Commission on January 18, 2002

                                                   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
                         SAN FRANCISCO, CALIFORNIA 94103
                    (Address of principal executive offices)

               MACROMEDIA, INC. 1993 EMPLOYEE STOCK PURCHASE PLAN
               MACROMEDIA, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
                          NON-PLAN STOCK OPTION GRANTS
                           (Full titles of the plans)

                               ELIZABETH A. NELSON
         EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
                                MACROMEDIA, INC.
                               600 TOWNSEND STREET
                         SAN FRANCISCO, CALIFORNIA 94103
                                 (415) 252-2000
(Name, address and telephone number, including area code, of agent for service)

                                   COPIES TO:
                            ROBERT A. FREEDMAN, ESQ.
                           ANDREW J. SCHULTHEIS, ESQ.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                           PALO ALTO, CALIFORNIA 94306

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                     AMOUNT      PROPOSED MAXIMUM    PROPOSED MAXIMUM       AMOUNT OF
   TITLE OF SECURITIES TO BE          TO BE       OFFERING PRICE         AGGREGATE        REGISTRATION
           REGISTERED              REGISTERED        PER SHARE        OFFERING PRICE           FEE
------------------------------------------------------------------------------------------------------
<S>                                <C>           <C>                 <C>                  <C>
Common Stock, par value $0.001,      400,000(1)        $18.80(2)     $ 7,520,000(2)       $   691.84
to be issued under Macromedia,
Inc. 1993 Employee Stock
Purchase Plan.
------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001,    2,000,000(3)        $18.80(2)     $37,600,000(2)       $ 3,459.20
to be issued under Macromedia,
Inc. 2001 Employee Stock
Purchase Plan.
------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001,      577,000(4)        $15.27(5)     $ 8,810,790(5)       $   810.60
issued under non-plan stock
option grants
------------------------------------------------------------------------------------------------------
                                                                                           Total Fee:
                                                                                          $ 4,961.64
------------------------------------------------------------------------------------------------------
</TABLE>

(1) Represents shares added to the pool of shares available for issuance under
    the Registrant's 1993 Employee Stock Purchase Plan.

(2) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(c) under the Securities Act of 1933 and based upon
    an average of the high and low prices reported on the Nasdaq National Market
    on January 16, 2002.

(3) Represents shares available for issuance under the Registrant's 2001
    Employee Stock Purchase Plan.

(4) Represents shares subject to outstanding options under non-plan stock option
    grants.

(5) Based on the estimated weighted average exercise price per share.

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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, 2001 filed on June 11, 2001, which Annual
                  Report contains audited consolidated financial statements as
                  of March 31, 2001 and 2000 and for each of the years in the
                  three-year period ended March 31, 2001;

           (b)    The Registrant's Quarterly Reports on Form 10-Q for the
                  quarters ended June 30, 2001 and September 30, 2001, filed on
                  August 3, 2001 and November 1, 2001, respectively;

           (c)    The Registrant's Current Report on Form 8-K filed on April 4,
                  2001, as amended on the Registrant's Form 8-K/A filed on June
                  4, 2001 and the Registrant's Current Reports on Form 8-K filed
                  on September 7, 2001 and October 26, 2001;

           (d)    The description of the Registrant's Common Stock contained in
                  the Registrant's registration statement on Form 8-A filed on
                  October 22, 1993, 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; and

           (e)    The description of the Registrant's Preferred Stock Purchase
                  Rights contained in the Registrant's registration statement on
                  Form 8-A filed on October 26, 2001, 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 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 AND LIMITATION OF
           LIABILITY.

           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


                                      II-1
<PAGE>

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 record 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, an 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.

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

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.


                                      II-2
<PAGE>

ITEM 8.    EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.       Description
-----------       -----------
<S>               <C>
   4.01           Registrant's Amended and Restated Certificate of Incorporation. (a)

   4.02           Certificate of Amendment of Registrant's Amended and Restated Certificate of Incorporation. (a)

   4.03           Certificate of Amendment of Registrant's Amended and Restated Certificate of Incorporation. (a)

   4.04           Registrant's Amended and Restated Bylaws effective May 3, 2001. (b)

   4.05           Certificate of Designations specifying the terms of the Series A Junior Participating Preferred
                  Stock of the Registrant, as filed with the Delaware Secretary of State on October 26, 2001. (c)

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

   4.07           Registrant's 2001 Employee Stock Purchase Plan. *

   4.08           Form of non-plan stock option grant. (d)

   5.01           Opinion of Fenwick & West LLP. *

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

  23.02           Consent of KPMG LLP. *

  24.01           Power of Attorney (see signature pages). *
</TABLE>

(a)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-8 (File No. 333-67960) filed with the Commission on August 20, 2001.

(b)  Incorporated by reference to the Registrant's Annual Report on Form 10-K
     for the fiscal year ended March 31, 2001.

(c)  Incorporated by reference to the Registrant's Registration Statement on
     Form 8-A filed with the Commission on October 26, 2001.

(d)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-8 (File No. 333-44016) filed with the Commission on August 17, 2000.

(*) Filed herewith.

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) 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.

     (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.


                                      II-3
<PAGE>

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

(4) 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.

(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

        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.


                                      II-4
<PAGE>

                                   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 17th day
of January, 2002.

                                      MACROMEDIA, INC.


                                      By: /s/ Elizabeth A. Nelson
                                         ---------------------------------
                                          Elizabeth A. Nelson
                                          Executive Vice President,
                                          Chief Financial Officer and Secretary


                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Loren E. Hillberg and Elizabeth A.
Nelson, 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, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

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

  /s/ Robert K. Burgess                 Chairman, Chief Executive Officer    January 17, 2002
---------------------------------       and a Director
Robert K. Burgess

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

  /s/ Elizabeth A. Nelson               Executive Vice President, Chief      January 17, 2002
---------------------------------       Financial Officer and
Elizabeth A. Nelson                     Secretary


ADDITIONAL DIRECTORS:

  /s/ John (Ian) Giffen                 Director                             January 17, 2002
---------------------------------
John (Ian) Giffen

  /s/ Mark D. Kvamme                    Director                             January 17, 2002
---------------------------------
Mark D. Kvamme

  /s/ Donald L. Lucas                   Director                             January 17, 2002
---------------------------------
Donald L. Lucas

  /s/ Alan Ramadan                      Director                             January 17, 2002
---------------------------------
Alan Ramadan

  /s/ William B. Welty                  Director                             January 17, 2002
---------------------------------
William B. Welty
</TABLE>


                                      II-5
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.       Description
-----------       -----------
<S>               <C>
   4.01           Registrant's Amended and Restated Certificate of Incorporation. (a)

   4.02           Certificate of Amendment of Registrant's Amended and Restated Certificate of Incorporation. (a)

   4.03           Certificate of Amendment of Registrant's Amended and Restated Certificate of Incorporation. (a)

   4.04           Registrant's Amended and Restated Bylaws effective May 3, 2001. (b)

   4.05           Certificate of Designations specifying the terms of the Series A Junior Participating
                  Preferred Stock of the Registrant, as filed with the Delaware Secretary of State on
                  October 26, 2001. (c)

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

   4.07           Registrant's 2001 Employee Stock Purchase Plan. *

   4.08           Form of non-plan stock option grant. (d)

   5.01           Opinion of Fenwick & West LLP. *

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

  23.02           Consent of KPMG LLP. *

  24.01           Power of Attorney (see signature pages). *
</TABLE>

(a)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-8 (File No. 333-67960) filed with the Commission on August 20, 2001.

(b)  Incorporated by reference to the Registrant's Annual Report on Form 10-K
     for the fiscal year ended March 31, 2001.

(c)  Incorporated by reference to the Registrant's Registration Statement on
     Form 8-A filed with the Commission on October 26, 2001.

(d)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-8 (File No. 333-44016) filed with the Commission on August 17, 2000.

(*)  Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "f78446ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 26286}]
{"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": "333-77040", "film-number": "2512890"}, "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"}}
As filed with the Securities and Exchange Commission on January 18, 2002

                                                   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
                         SAN FRANCISCO, CALIFORNIA 94103
                    (Address of principal executive offices)

               MACROMEDIA, INC. 1993 EMPLOYEE STOCK PURCHASE PLAN
               MACROMEDIA, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
                          NON-PLAN STOCK OPTION GRANTS
                           (Full titles of the plans)

                               ELIZABETH A. NELSON
         EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
                                MACROMEDIA, INC.
                               600 TOWNSEND STREET
                         SAN FRANCISCO, CALIFORNIA 94103
                                 (415) 252-2000
(Name, address and telephone number, including area code, of agent for service)

                                   COPIES TO:
                            ROBERT A. FREEDMAN, ESQ.
                           ANDREW J. SCHULTHEIS, 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          TO BE       OFFERING PRICE         AGGREGATE        REGISTRATION
           REGISTERED              REGISTERED        PER SHARE        OFFERING PRICE           FEE
------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001,      400,000(1)        $18.80(2)     $ 7,520,000(2)       $   691.84
to be issued under Macromedia,
Inc. 1993 Employee Stock
Purchase Plan.
------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001,    2,000,000(3)        $18.80(2)     $37,600,000(2)       $ 3,459.20
to be issued under Macromedia,
Inc. 2001 Employee Stock
Purchase Plan.
------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001,      577,000(4)        $15.27(5)     $ 8,810,790(5)       $   810.60
issued under non-plan stock
option grants
------------------------------------------------------------------------------------------------------
                                                                                           Total Fee:
                                                                                          $ 4,961.64
------------------------------------------------------------------------------------------------------
(1) Represents shares added to the pool of shares available for issuance under
    the Registrant's 1993 Employee Stock Purchase Plan.

(2) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(c) under the Securities Act of 1933 and based upon
    an average of the high and low prices reported on the Nasdaq National Market
    on January 16, 2002.

(3) Represents shares available for issuance under the Registrant's 2001
    Employee Stock Purchase Plan.

(4) Represents shares subject to outstanding options under non-plan stock option
    grants.

(5) Based on the estimated weighted average exercise price per share.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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, 2001 filed on June 11, 2001, which Annual
                  Report contains audited consolidated financial statements as
                  of March 31, 2001 and 2000 and for each of the years in the
                  three-year period ended March 31, 2001;

           (b)    The Registrant's Quarterly Reports on Form 10-Q for the
                  quarters ended June 30, 2001 and September 30, 2001, filed on
                  August 3, 2001 and November 1, 2001, respectively;

           (c)    The Registrant's Current Report on Form 8-K filed on April 4,
                  2001, as amended on the Registrant's Form 8-K/A filed on June
                  4, 2001 and the Registrant's Current Reports on Form 8-K filed
                  on September 7, 2001 and October 26, 2001;

           (d)    The description of the Registrant's Common Stock contained in
                  the Registrant's registration statement on Form 8-A filed on
                  October 22, 1993, 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; and

           (e)    The description of the Registrant's Preferred Stock Purchase
                  Rights contained in the Registrant's registration statement on
                  Form 8-A filed on October 26, 2001, 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 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 AND LIMITATION OF
           LIABILITY.

           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

                                      II-1
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 record 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, an 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.

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

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.

                                      II-2
ITEM 8.    EXHIBITS
Exhibit No.       Description
-----------       -----------
4.01           Registrant's Amended and Restated Certificate of Incorporation. (a)

   4.02           Certificate of Amendment of Registrant's Amended and Restated Certificate of Incorporation. (a)

   4.03           Certificate of Amendment of Registrant's Amended and Restated Certificate of Incorporation. (a)

   4.04           Registrant's Amended and Restated Bylaws effective May 3, 2001. (b)

   4.05           Certificate of Designations specifying the terms of the Series A Junior Participating Preferred
                  Stock of the Registrant, as filed with the Delaware Secretary of State on October 26, 2001. (c)

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

   4.07           Registrant's 2001 Employee Stock Purchase Plan. *

   4.08           Form of non-plan stock option grant. (d)

   5.01           Opinion of Fenwick & West LLP. *

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

  23.02           Consent of KPMG LLP. *

  24.01           Power of Attorney (see signature pages). *
(a)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-8 (File No. 333-67960) filed with the Commission on August 20, 2001.

(b)  Incorporated by reference to the Registrant's Annual Report on Form 10-K
     for the fiscal year ended March 31, 2001.

(c)  Incorporated by reference to the Registrant's Registration Statement on
     Form 8-A filed with the Commission on October 26, 2001.

(d)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-8 (File No. 333-44016) filed with the Commission on August 17, 2000.

(*) Filed herewith.

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) 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.

     (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.

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

(4) 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.

(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

        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.

                                      II-4
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 17th day
of January, 2002.

                                      MACROMEDIA, INC.

                                      By: /s/ Elizabeth A. Nelson
                                         ---------------------------------
                                          Elizabeth A. Nelson
                                          Executive Vice President,
                                          Chief Financial Officer and Secretary

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Loren E. Hillberg and Elizabeth A.
Nelson, 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, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature                               Title                            Date
        ---------                               -----                            ----
PRINCIPAL EXECUTIVE OFFICER

  /s/ Robert K. Burgess                 Chairman, Chief Executive Officer    January 17, 2002
---------------------------------       and a Director
Robert K. Burgess

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

  /s/ Elizabeth A. Nelson               Executive Vice President, Chief      January 17, 2002
---------------------------------       Financial Officer and
Elizabeth A. Nelson                     Secretary

ADDITIONAL DIRECTORS:

  /s/ John (Ian) Giffen                 Director                             January 17, 2002
---------------------------------
John (Ian) Giffen

  /s/ Mark D. Kvamme                    Director                             January 17, 2002
---------------------------------
Mark D. Kvamme

  /s/ Donald L. Lucas                   Director                             January 17, 2002
---------------------------------
Donald L. Lucas

  /s/ Alan Ramadan                      Director                             January 17, 2002
---------------------------------
Alan Ramadan

  /s/ William B. Welty                  Director                             January 17, 2002
---------------------------------
William B. Welty
II-5
EXHIBIT INDEX
Exhibit No.       Description
-----------       -----------
4.01           Registrant's Amended and Restated Certificate of Incorporation. (a)

   4.02           Certificate of Amendment of Registrant's Amended and Restated Certificate of Incorporation. (a)

   4.03           Certificate of Amendment of Registrant's Amended and Restated Certificate of Incorporation. (a)

   4.04           Registrant's Amended and Restated Bylaws effective May 3, 2001. (b)

   4.05           Certificate of Designations specifying the terms of the Series A Junior Participating
                  Preferred Stock of the Registrant, as filed with the Delaware Secretary of State on
                  October 26, 2001. (c)

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

   4.07           Registrant's 2001 Employee Stock Purchase Plan. *

   4.08           Form of non-plan stock option grant. (d)

   5.01           Opinion of Fenwick & West LLP. *

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

  23.02           Consent of KPMG LLP. *

  24.01           Power of Attorney (see signature pages). *
(a)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-8 (File No. 333-67960) filed with the Commission on August 20, 2001.

(b)  Incorporated by reference to the Registrant's Annual Report on Form 10-K
     for the fiscal year ended March 31, 2001.

(c)  Incorporated by reference to the Registrant's Registration Statement on
     Form 8-A filed with the Commission on October 26, 2001.

(d)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-8 (File No. 333-44016) filed with the Commission on August 17, 2000.

(*)  Filed herewith.