As filed with the Securities and Exchange Commission on January 6, 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)

                             1999 STOCK OPTION PLAN
                            (Full title of the Plan)


                               William L. Flaherty
                         Acting Chief Executive Officer
                              Avid Technology, Inc.
                       Avid Technology Park, One Park West
                               Tewksbury, MA 01876
                     (Name and address of agent for service)

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

<TABLE>
<CAPTION>
================================================================================
Title of                      Proposed maximum   Proposed maximum     Amount of
securities to     Amount to    offering price   aggregate offering  registration
be registered   be Registered    per share            price             fee
--------------------------------------------------------------------------------
<S>            <C>             <C>               <C>                <C>
Common Stock,   1,250,000
$.01 par value   shares          $13.1875 (1)       $16,484,375       $4,351.88
================================================================================
</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 January 6, 2000 in accordance with Rules
      457(c) and 457(h) of the Securities Act of 1933, as amended.

                                       1
<PAGE>

PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  information  required by Part I is included in  documents  sent or
given to participants in the 1999 Stock Option Plan of Avid Technology,  Inc., a
Delaware corporation (the "Registrant"), pursuant to Rule 428(b)(1).

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         The   Registrant  is  subject  to  the   informational   and  reporting
requirements  of Sections  13(a),  14 and 15(d) of the Exchange Act of 1934,  as
amended (the "Exchange Act"), and in accordance  therewith files reports,  proxy
statements and other  information  with the Securities and Exchange  Commission.
The  following  documents,  which are on file with the  Securities  and Exchange
Commission, are incorporated in this Registration Statement by reference:

                  (a) The  Registrant's  latest annual report filed  pursuant to
Section  13(a) or 15(d) of the Exchange Act or either (1) the latest  prospectus
filed  pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities   Act"),  that  contains  audited   financial   statements  for  the
Registrant's latest fiscal year for which such statements have been filed or (2)
the Registrant's effective registration statement on Form 10 or 20-F filed under
the Exchange Act containing  audited  financial  statements for the Registrant's
latest fiscal year.

                  (b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange  Act since the end of the fiscal year covered by the  Registrant
document referred to in (a) above.

                  (c) The  description of the Common Stock which is contained in
a registration  statement filed under the Exchange Act,  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 shares offered hereby have
been sold or which deregisters all shares then remaining unsold, shall be deemed
to be incorporated in this Registration  Statement by reference and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

         Not applicable.

                                       2
<PAGE>

Item 5. Interests of Named Experts and Counsel

         Not Applicable.

Item 6. Indemnification of Directors and Officers

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides  that a  corporation  has the power to  indemnify a director,  officer,
employee or agent of the  corporation  and certain other persons  serving at the
request  of the  corporation  in related  capacities  against  amounts  paid and
expenses  incurred in connection  with an action or proceeding to which he is or
is  threatened  to be made a party by reason of such  position,  if such  person
shall have acted in good faith and in a manner he  reasonably  believed to be in
or not opposed to the best  interests of the  corporation,  and, in any criminal
proceeding,  if such person had no  reasonable  cause to believe his conduct was
unlawful,  provided  that, in the case of actions  brought by or in the right of
the corporation,  no indemnification shall be made with respect to any matter as
to which such person  shall have been  adjudged to be liable to the  corporation
unless and only to the extent that the  adjudicating  court determines that such
indemnification is proper under the circumstances.

         Article   SIXTH  of  the   Registrant's   Third  Amended  and  Restated
Certificate of Incorporation (the "Certificate of Incorporation")  provides that
no director shall be liable to the Registrant or its  stockholders  for monetary
damages for breach of his fiduciary duty as a director, except for liability (i)
for  any  breach  of the  director's  duty  of  loyalty  to the  Company  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 in which the
director derived an improper personal benefit.

         Article  ELEVENTH of the Certificate of  Incorporation  provides that a
director or officer of the Registrant (a) shall be indemnified by the Registrant
against all expenses (including attorneys' fees),  judgments,  fines and amounts
paid in  settlement  incurred in connection  with any  litigation or other legal
proceeding (other than an action by or in the right of the Registrant)  brought,
or  threatened  to be brought,  against him by virtue of his position as, or his
agreement to become, a director or officer of the Registrant or by virtue of his
serving, or agreeing to serve, at the request of the Registrant,  as a director,
officer,  or trustee of, or in a similar  capacity with a corporation,  trust or
other  enterprise,  if he acted in good  faith  and in a  manner  he  reasonably
believed to be in, or not opposed to, the best interests of the Registrant, and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful and (b) shall be  indemnified by the Registrant
against all expenses (including attorneys' fees) incurred in connection with any
action  by or in the  right  of the  Registrant  brought,  or  threatened  to be

                                       3
<PAGE>

brought, against him by virtue of his position as, or his agreement to become, a
director or officer of the  Registrant or by virtue of his serving,  or agreeing
to serve, at the request of the Registrant,  as a director,  officer, or trustee
of, or in a similar capacity with a corporation,  trust or other enterprise,  if
he acted in good faith and in a manner he  reasonably  believed to be in, or not
opposed to, the best interests of the Registrant, except that no indemnification
shall be made with respect to any such matter as to which such person shall have
been adjudged to be liable to the Registrant,  unless a court  determines  that,
despite  such  adjudication  but in  view  of all  of the  circumstances,  he is
entitled to indemnification of such expenses.  Notwithstanding the foregoing, to
the extent  that a director  or officer  has been  successful,  on the merits or
otherwise,  including,  without  limitation,  the dismissal of an action without
prejudice or the settlement of an action without  admission of liability,  he is
required to be  indemnified by the  Registrant  against all expenses  (including
attorneys' fees) incurred in connection therewith. Expenses shall be advanced to
a director or officer at his request,  provided  that he undertakes to repay the
amount  advanced  if it is  ultimately  determined  that he is not  entitled  to
indemnification for such expenses.

         Indemnification is required to be made unless the Board of Directors of
the  Registrant or  independent  legal counsel  determines  that the  applicable
standard of conduct required for  indemnification has not been met. In the event
of a determination  by the Board of Directors or independent  legal counsel (who
may be regular legal counsel to the Registrant) that the director or officer did
not meet the applicable standard of conduct required for indemnification,  or if
the  Registrant  fails to make an  indemnification  payment within 60 days after
such payment is claimed by such person, such person is permitted to petition the
court to make an independent determination as to whether such person is entitled
to  indemnification.  As a condition  precedent to the right of indemnification,
the director or officer must give the Registrant  notice of the action for which
indemnity  is sought and the  Registrant  has the right to  participate  in such
action or assume the defense thereof.

         Article ELEVENTH of the Certificate of  Incorporation  further provides
that the indemnification provided therein is not exclusive, and provides that in
the event that the  Delaware  General  Corporation  Law is amended to expand the
indemnification   permitted  to  directors  or  officers,  the  Registrant  must
indemnify  those  persons  to the  fullest  extent  permitted  by such law as so
amended.

         The Company has a Directors and Officers  liability policy that insures
the Company's officers and directors against certain liabilities.

Item 7. Exemption from Registration Claimed

         Not applicable.

                                       4
<PAGE>

Item 8. Exhibits

         The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.

Item 9. Undertakings

         1. The Registrant hereby undertakes:

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

                  (b) 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.

                  (c) 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.

         2. 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.

         3.  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  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
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,  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 Act and will
be governed by the final adjudication of such issue.

                                       5
<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
20th day of December, 1999.

                                          AVID TECHNOLOGY, INC.


                                          By: /s/ William L. Flaherty
                                              -------------------------------
                                              William L. Flaherty
                                              Acting Chief Executive Officer


                                       6
<PAGE>


                                POWER OF ATTORNEY

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

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

<TABLE>
<CAPTION>
Signature                  Title                               Date
----------                 ------                              -----
<S>                        <C>                                 <C>

/s/William L. Flaherty     Acting Chief Executive Officer      December 20, 1999
William L. Flaherty        (Principal Executive Officer),
                           Senior Vice President of Finance,
                           Chief Financial Officer and Treasurer
                           (Principal Financial Officer)

/s/Charles T. Brumback     Director                            December 20, 1999
Charles T. Brumback

/s/Peter C. Gotcher        Director                            December 20, 1999
Peter C. Gotcher

/s/Robert M. Halperin      Director                            December 20, 1999
Robert M. Halperin

                           Director
Nancy Hawthorne

/s/Roger J. Heinen, Jr.    Director                            December 21, 1999
Roger J. Heinen, Jr.

/s/Daniel Langlois         Director                            December 23, 1999
Daniel Langlois

/s/Lucille S. Salhany      Director                            December 28, 1999
Lucille S. Salhany

                           Director
William J. Warner

</TABLE>

                                       7
<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 Hale and Dorr LLP (included in Exhibit 5).

23.2     Consent of PricewaterhouseCoopers LLP.

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.

                                       8
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19269}]
{"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": "333-94167", "film-number": "502579"}, "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 January 6, 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)

                             1999 STOCK OPTION PLAN
                            (Full title of the Plan)

                               William L. Flaherty
                         Acting Chief Executive Officer
                              Avid Technology, Inc.
                       Avid Technology Park, One Park West
                               Tewksbury, MA 01876
                     (Name and address of agent for service)

                                 (978) 640-6789
          (Telephone number, including area code, of agent for service)
================================================================================
Title of                      Proposed maximum   Proposed maximum     Amount of
securities to     Amount to    offering price   aggregate offering  registration
be registered   be Registered    per share            price             fee
--------------------------------------------------------------------------------
Common Stock,   1,250,000
$.01 par value   shares          $13.1875 (1)       $16,484,375       $4,351.88
================================================================================
(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 January 6, 2000 in accordance with Rules
      457(c) and 457(h) of the Securities Act of 1933, as amended.

                                       1
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  information  required by Part I is included in  documents  sent or
given to participants in the 1999 Stock Option Plan of Avid Technology,  Inc., a
Delaware corporation (the "Registrant"), pursuant to Rule 428(b)(1).

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         The   Registrant  is  subject  to  the   informational   and  reporting
requirements  of Sections  13(a),  14 and 15(d) of the Exchange Act of 1934,  as
amended (the "Exchange Act"), and in accordance  therewith files reports,  proxy
statements and other  information  with the Securities and Exchange  Commission.
The  following  documents,  which are on file with the  Securities  and Exchange
Commission, are incorporated in this Registration Statement by reference:

                  (a) The  Registrant's  latest annual report filed  pursuant to
Section  13(a) or 15(d) of the Exchange Act or either (1) the latest  prospectus
filed  pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities   Act"),  that  contains  audited   financial   statements  for  the
Registrant's latest fiscal year for which such statements have been filed or (2)
the Registrant's effective registration statement on Form 10 or 20-F filed under
the Exchange Act containing  audited  financial  statements for the Registrant's
latest fiscal year.

                  (b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange  Act since the end of the fiscal year covered by the  Registrant
document referred to in (a) above.

                  (c) The  description of the Common Stock which is contained in
a registration  statement filed under the Exchange Act,  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 shares offered hereby have
been sold or which deregisters all shares then remaining unsold, shall be deemed
to be incorporated in this Registration  Statement by reference and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

         Not applicable.

                                       2
Item 5. Interests of Named Experts and Counsel

         Not Applicable.

Item 6. Indemnification of Directors and Officers

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides  that a  corporation  has the power to  indemnify a director,  officer,
employee or agent of the  corporation  and certain other persons  serving at the
request  of the  corporation  in related  capacities  against  amounts  paid and
expenses  incurred in connection  with an action or proceeding to which he is or
is  threatened  to be made a party by reason of such  position,  if such  person
shall have acted in good faith and in a manner he  reasonably  believed to be in
or not opposed to the best  interests of the  corporation,  and, in any criminal
proceeding,  if such person had no  reasonable  cause to believe his conduct was
unlawful,  provided  that, in the case of actions  brought by or in the right of
the corporation,  no indemnification shall be made with respect to any matter as
to which such person  shall have been  adjudged to be liable to the  corporation
unless and only to the extent that the  adjudicating  court determines that such
indemnification is proper under the circumstances.

         Article   SIXTH  of  the   Registrant's   Third  Amended  and  Restated
Certificate of Incorporation (the "Certificate of Incorporation")  provides that
no director shall be liable to the Registrant or its  stockholders  for monetary
damages for breach of his fiduciary duty as a director, except for liability (i)
for  any  breach  of the  director's  duty  of  loyalty  to the  Company  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 in which the
director derived an improper personal benefit.

         Article  ELEVENTH of the Certificate of  Incorporation  provides that a
director or officer of the Registrant (a) shall be indemnified by the Registrant
against all expenses (including attorneys' fees),  judgments,  fines and amounts
paid in  settlement  incurred in connection  with any  litigation or other legal
proceeding (other than an action by or in the right of the Registrant)  brought,
or  threatened  to be brought,  against him by virtue of his position as, or his
agreement to become, a director or officer of the Registrant or by virtue of his
serving, or agreeing to serve, at the request of the Registrant,  as a director,
officer,  or trustee of, or in a similar  capacity with a corporation,  trust or
other  enterprise,  if he acted in good  faith  and in a  manner  he  reasonably
believed to be in, or not opposed to, the best interests of the Registrant, and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful and (b) shall be  indemnified by the Registrant
against all expenses (including attorneys' fees) incurred in connection with any
action  by or in the  right  of the  Registrant  brought,  or  threatened  to be

                                       3
brought, against him by virtue of his position as, or his agreement to become, a
director or officer of the  Registrant or by virtue of his serving,  or agreeing
to serve, at the request of the Registrant,  as a director,  officer, or trustee
of, or in a similar capacity with a corporation,  trust or other enterprise,  if
he acted in good faith and in a manner he  reasonably  believed to be in, or not
opposed to, the best interests of the Registrant, except that no indemnification
shall be made with respect to any such matter as to which such person shall have
been adjudged to be liable to the Registrant,  unless a court  determines  that,
despite  such  adjudication  but in  view  of all  of the  circumstances,  he is
entitled to indemnification of such expenses.  Notwithstanding the foregoing, to
the extent  that a director  or officer  has been  successful,  on the merits or
otherwise,  including,  without  limitation,  the dismissal of an action without
prejudice or the settlement of an action without  admission of liability,  he is
required to be  indemnified by the  Registrant  against all expenses  (including
attorneys' fees) incurred in connection therewith. Expenses shall be advanced to
a director or officer at his request,  provided  that he undertakes to repay the
amount  advanced  if it is  ultimately  determined  that he is not  entitled  to
indemnification for such expenses.

         Indemnification is required to be made unless the Board of Directors of
the  Registrant or  independent  legal counsel  determines  that the  applicable
standard of conduct required for  indemnification has not been met. In the event
of a determination  by the Board of Directors or independent  legal counsel (who
may be regular legal counsel to the Registrant) that the director or officer did
not meet the applicable standard of conduct required for indemnification,  or if
the  Registrant  fails to make an  indemnification  payment within 60 days after
such payment is claimed by such person, such person is permitted to petition the
court to make an independent determination as to whether such person is entitled
to  indemnification.  As a condition  precedent to the right of indemnification,
the director or officer must give the Registrant  notice of the action for which
indemnity  is sought and the  Registrant  has the right to  participate  in such
action or assume the defense thereof.

         Article ELEVENTH of the Certificate of  Incorporation  further provides
that the indemnification provided therein is not exclusive, and provides that in
the event that the  Delaware  General  Corporation  Law is amended to expand the
indemnification   permitted  to  directors  or  officers,  the  Registrant  must
indemnify  those  persons  to the  fullest  extent  permitted  by such law as so
amended.

         The Company has a Directors and Officers  liability policy that insures
the Company's officers and directors against certain liabilities.

Item 7. Exemption from Registration Claimed

         Not applicable.

                                       4
Item 8. Exhibits

         The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.

Item 9. Undertakings

         1. The Registrant hereby undertakes:

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

                  (b) 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.

                  (c) 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.

         2. 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.

         3.  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  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
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,  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 Act and will
be governed by the final adjudication of such issue.

                                       5
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
20th day of December, 1999.

                                          AVID TECHNOLOGY, INC.

                                          By: /s/ William L. Flaherty
                                              -------------------------------
                                              William L. Flaherty
                                              Acting Chief Executive Officer

                                       6
POWER OF ATTORNEY

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

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.
Signature                  Title                               Date
----------                 ------                              -----
/s/William L. Flaherty     Acting Chief Executive Officer      December 20, 1999
William L. Flaherty        (Principal Executive Officer),
                           Senior Vice President of Finance,
                           Chief Financial Officer and Treasurer
                           (Principal Financial Officer)

/s/Charles T. Brumback     Director                            December 20, 1999
Charles T. Brumback

/s/Peter C. Gotcher        Director                            December 20, 1999
Peter C. Gotcher

/s/Robert M. Halperin      Director                            December 20, 1999
Robert M. Halperin

                           Director
Nancy Hawthorne

/s/Roger J. Heinen, Jr.    Director                            December 21, 1999
Roger J. Heinen, Jr.

/s/Daniel Langlois         Director                            December 23, 1999
Daniel Langlois

/s/Lucille S. Salhany      Director                            December 28, 1999
Lucille S. Salhany

                           Director
William J. Warner
7
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 Hale and Dorr LLP (included in Exhibit 5).

23.2     Consent of PricewaterhouseCoopers LLP.

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.

                                       8