As filed with the Securities and Exchange Commission on July 19, 2000
                            Registration No. 333-_________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    Form S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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


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


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

                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

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


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

<TABLE>
<CAPTION>
=================================================================================================================
                                                    Proposed maximum         Proposed maximum        Amount of
   Title of securities             Amount to         Offering price        Aggregate offering      registration
    to be registered             be Registered          per share                price                  fee
-----------------------------------------------------------------------------------------------------------------
<S>                              <C>                   <C>                    <C>                   <C>
Common Stock, $.01 par value     500,000 shares        $10.125 (1)           $5,062,500             $1,336.50
=================================================================================================================
</TABLE>

(1) Estimated  solely for the purpose of calculating the  registration  fee, and
    based upon the average of the high and low prices of the Common Stock on the
    Nasdaq  National Market on July 13, 2000 in accordance with Rules 457(c) and
    457(h) of the Securities Act of 1933, as amended.

                                       1
<PAGE>


                   STATEMENT OF INCORPORATION BY REFERENCE

      This  Registration  Statement on Form S-8  incorporates  by reference  the
contents of the Registration Statement on Form S-8 (File No. 333-08823) filed by
the  Registrant  on July 25, 1996,  relating to the  Registrant's  1996 Employee
Stock Purchase Plan.



                                       2
<PAGE>


                                   SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Tewksbury, Commonwealth of Massachusetts, on the 17th
day of July, 2000.

                               AVID TECHNOLOGY, INC.


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



                                       3
<PAGE>


                                POWER OF ATTORNEY

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

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


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


/s/ David A. Krall          President and  Chief Executive       July 17, 2000
-----------------------     Officer
David A. Krall              (Principal Executive Officer)


/s/ Ethan E. Jacks          Senior Vice President and Acting     July 14, 2000
-----------------------     Chief Financial Officer
Ethan E.  Jacks             (Principal Financial Officer)


/s/ Charles T. Brumback     Director                             July 13, 2000
-----------------------
Charles T. Brumback


/s/ Peter C. Gotcher        Director                             July 14, 2000
-----------------------
Peter C. Gotcher


/s/ Robert M. Halperin      Director                             July 13, 2000
-----------------------
Robert M. Halperin


/s/ Nancy Hawthorne         Director                             July 14, 2000
-----------------------
Nancy Hawthorne


/s/ Roger J. Heinen, Jr.    Director                             July 17, 2000
-----------------------
Roger J. Heinen, Jr.


/s/ William J. Warner       Director                             July 14, 2000
-----------------------
William J. Warner


                                       4
<PAGE>


                                  Exhibit Index

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

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



                                       5
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 8000}]
{"company-data": {"conformed-name": "AVID TECHNOLOGY INC", "cik": "0000896841", "assigned-sic": "3861", "irs-number": "042977748", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41750", "film-number": "675396"}, "business-address": {"street1": "METROPOLITAN TECHNOLOGY PARK", "street2": "ONE PARK WEST", "city": "TEWKSBURY", "state": "MA", "zip": "01876", "phone": "9786406789"}}
As filed with the Securities and Exchange Commission on July 19, 2000
                            Registration No. 333-_________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    Form S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

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

                                 (978) 640-6789
          (Telephone number, including area code, of agent for service)
=================================================================================================================
                                                    Proposed maximum         Proposed maximum        Amount of
   Title of securities             Amount to         Offering price        Aggregate offering      registration
    to be registered             be Registered          per share                price                  fee
-----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value     500,000 shares        $10.125 (1)           $5,062,500             $1,336.50
=================================================================================================================
(1) Estimated  solely for the purpose of calculating the  registration  fee, and
    based upon the average of the high and low prices of the Common Stock on the
    Nasdaq  National Market on July 13, 2000 in accordance with Rules 457(c) and
    457(h) of the Securities Act of 1933, as amended.

                                       1
STATEMENT OF INCORPORATION BY REFERENCE

      This  Registration  Statement on Form S-8  incorporates  by reference  the
contents of the Registration Statement on Form S-8 (File No. 333-08823) filed by
the  Registrant  on July 25, 1996,  relating to the  Registrant's  1996 Employee
Stock Purchase Plan.

                                       2
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Tewksbury, Commonwealth of Massachusetts, on the 17th
day of July, 2000.

                               AVID TECHNOLOGY, INC.

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

                                       3
POWER OF ATTORNEY

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

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

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

/s/ David A. Krall          President and  Chief Executive       July 17, 2000
-----------------------     Officer
David A. Krall              (Principal Executive Officer)

/s/ Ethan E. Jacks          Senior Vice President and Acting     July 14, 2000
-----------------------     Chief Financial Officer
Ethan E.  Jacks             (Principal Financial Officer)

/s/ Charles T. Brumback     Director                             July 13, 2000
-----------------------
Charles T. Brumback

/s/ Peter C. Gotcher        Director                             July 14, 2000
-----------------------
Peter C. Gotcher

/s/ Robert M. Halperin      Director                             July 13, 2000
-----------------------
Robert M. Halperin

/s/ Nancy Hawthorne         Director                             July 14, 2000
-----------------------
Nancy Hawthorne

/s/ Roger J. Heinen, Jr.    Director                             July 17, 2000
-----------------------
Roger J. Heinen, Jr.

/s/ William J. Warner       Director                             July 14, 2000
-----------------------
William J. Warner

                                       4
Exhibit Index

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

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

                                       5