<PAGE>

    As filed with the Securities and Exchange Commission on October 18, 1999
                                                          Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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


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

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

                           1992 EQUITY INCENTIVE PLAN
                             1999 STOCK OPTION PLAN
                             NON-PLAN OPTION GRANTS
               OPTIONS OF ESI SOFTWARE, INC. ASSUMED BY REGISTRANT
                            (Full title of the plan)

                               ELIZABETH A. NELSON
          SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
                         600 TOWNSEND STREET, SUITE 310W
                         SAN FRANCISCO, CALIFORNIA 94103
                                 (415) 252-2000
(Name, address and telephone number, including area code, of agent for service)

                                   COPIES TO:
                            Gordon K. Davidson, Esq.
                            Robert A. Freedman, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                    Amount           Proposed Maximum      Proposed Maximum
 Title of Securities to be           to be          Offering Price Per    Aggregate Offering         Amount of
         Registered               Registered               Share                 Price           Registration Fee
---------------------------------------------------------------------------------------------------------------------
<S>                               <C>               <C>                   <C>                    <C>
Common Stock, $0.001
par value per share               2,100,000(1)           $28.7312(2)          $60,335,520             $16,774

Common Stock, $0.001
par value per share                 182,000(3)           $40.8750(2)           $7,439,250              $2,069

Common Stock, $0.001
par value per share                 418,000(4)           $50.2500(5)          $21,004,500              $5,840

----------------
1    Represents shares added to the pool of shares available for issuance under
     the Registrant's 1992 Equity Incentive Plan which are subject to options
     granted but not exercised under the Registrant's 1992 Equity Incentive
     Plan.
2    Estimated weighted average exercise price per share
3    Represents shares which are subject to options granted but not exercised
     under the Registrant's 1999 Stock Option Plan.
4    Represents shares available for grant under the Registrant's 1999 Stock
     Option Plan.

<PAGE>

Common Stock, $0.001
par value per share                 275,000(6)           $37.1614(2)          $10,219,385              $2,841
---------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001
par value per share                 115,010(7)            $4.2592(2)             $489,851                $137
---------------------------------------------------------------------------------------------------------------------
                                                                                                     Total Fee
                                                                                                      $27,661
</TABLE>














5    Estimated as of October 13, 1999, pursuant to Rule 457(c) solely for the
     purpose of calculating the amount of the registration fee.
6    Represents shares subject to options granted but not exercised under
     non-plan stock option grants.
7    Represents shares subject to outstanding options of ESI Software, Inc.
     assumed by Registrant.

<PAGE>

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, 1999 filed on June 17, 1999, which Annual
                  Report contains audited consolidated financial statements as
                  of March 31, 1999 and 1998 and for each of the years in the
                  three-year period ended March 31, 1999;

         (b)(1)   The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 1999 filed on August 13, 1999;

         (b)(2)   The Registrant's Current Report on Form 8-K filed on October
                  15, 1999; and

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


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

ITEM 4.       DESCRIPTION OF SECURITIES.

              Not Applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not Applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

                                     2
<PAGE>

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

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

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

              The indemnification agreements require a director or executive
officer to reimburse the Registrant for all expenses advanced only to the
extent it is ultimately determined that the director or executive officer is
not entitled, under Delaware law, the Bylaws, 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.

                                      3
<PAGE>

              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.


ITEM 8.       EXHIBITS.

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

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

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

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

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

               4.06        Registrant's 1999 Stock Option Plan

               4.07        Registrant's Form of Non-Plan Stock Option Grant

               4.08        ESI Software, Inc. 1996 Equity Incentive Plan

               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, independent auditors.

              24.01        Power of Attorney (see signature pages following Item 9).
</TABLE>

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,

                                      4
<PAGE>

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

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

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

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

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

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

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


                                      5
<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 15th day of October, 1999.

                                     MACROMEDIA, INC.

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


                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below and on the next page constitutes and appoints Robert K. Burgess
and 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 substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.


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

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

    /s/ Robert K. Burgess
-------------------------------                      Chief Executive Officer, President        October 15, 1999
Robert K. Burgess                                      and Chairman of the Board



PRINCIPAL FINANCIAL OFFICER
  AND ACCOUNTING OFFICER:

   /s/ Elizabeth A. Nelson
-------------------------------                      Senior Vice President,                   October 15, 1999
Elizabeth A. Nelson                                    Chief Financial Officer and Secretary
</TABLE>


                                      6
<PAGE>



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

ADDITIONAL DIRECTORS:

       /s/ Stewart Alsop
-------------------------------                      Director                                 October 15, 1999
Stewart Alsop

     /s/ John (Ian) Giffen
-------------------------------                      Director                                 October 15, 1999
John (Ian) Giffen

     /s/ Mark D. Kvamme
-------------------------------                      Director                                 October 15, 1999
Mark D. Kvamme

    /s/ Donald L. Lucas
-------------------------------                      Director                                 October 15, 1999
Donald L. Lucas


-------------------------------                      Director                                 October __, 1999
Roger Siboni

    /s/ William B. Welty
-------------------------------                      Director                                 October 15, 1999
William B. Welty
</TABLE>


                                      7
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 25210}]
{"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": "333-89247", "film-number": "99730215"}, "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 October 18, 1999
                                                          Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

                           1992 EQUITY INCENTIVE PLAN
                             1999 STOCK OPTION PLAN
                             NON-PLAN OPTION GRANTS
               OPTIONS OF ESI SOFTWARE, INC. ASSUMED BY REGISTRANT
                            (Full title of the plan)

                               ELIZABETH A. NELSON
          SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
                         600 TOWNSEND STREET, SUITE 310W
                         SAN FRANCISCO, CALIFORNIA 94103
                                 (415) 252-2000
(Name, address and telephone number, including area code, of agent for service)

                                   COPIES TO:
                            Gordon K. Davidson, Esq.
                            Robert A. Freedman, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
                                    Amount           Proposed Maximum      Proposed Maximum
 Title of Securities to be           to be          Offering Price Per    Aggregate Offering         Amount of
         Registered               Registered               Share                 Price           Registration Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001
par value per share               2,100,000(1)           $28.7312(2)          $60,335,520             $16,774

Common Stock, $0.001
par value per share                 182,000(3)           $40.8750(2)           $7,439,250              $2,069

Common Stock, $0.001
par value per share                 418,000(4)           $50.2500(5)          $21,004,500              $5,840

----------------
1    Represents shares added to the pool of shares available for issuance under
     the Registrant's 1992 Equity Incentive Plan which are subject to options
     granted but not exercised under the Registrant's 1992 Equity Incentive
     Plan.
2    Estimated weighted average exercise price per share
3    Represents shares which are subject to options granted but not exercised
     under the Registrant's 1999 Stock Option Plan.
4    Represents shares available for grant under the Registrant's 1999 Stock
     Option Plan.
Common Stock, $0.001
par value per share                 275,000(6)           $37.1614(2)          $10,219,385              $2,841
---------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001
par value per share                 115,010(7)            $4.2592(2)             $489,851                $137
---------------------------------------------------------------------------------------------------------------------
                                                                                                     Total Fee
                                                                                                      $27,661
5    Estimated as of October 13, 1999, pursuant to Rule 457(c) solely for the
     purpose of calculating the amount of the registration fee.
6    Represents shares subject to options granted but not exercised under
     non-plan stock option grants.
7    Represents shares subject to outstanding options of ESI Software, Inc.
     assumed by Registrant.
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, 1999 filed on June 17, 1999, which Annual
                  Report contains audited consolidated financial statements as
                  of March 31, 1999 and 1998 and for each of the years in the
                  three-year period ended March 31, 1999;

         (b)(1)   The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 1999 filed on August 13, 1999;

         (b)(2)   The Registrant's Current Report on Form 8-K filed on October
                  15, 1999; and

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

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

ITEM 4.       DESCRIPTION OF SECURITIES.

              Not Applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not Applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

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

              The indemnification agreements require a director or executive
officer to reimburse the Registrant for all expenses advanced only to the
extent it is ultimately determined that the director or executive officer is
not entitled, under Delaware law, the Bylaws, 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.

                                      3
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.

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

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

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

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

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

               4.06        Registrant's 1999 Stock Option Plan

               4.07        Registrant's Form of Non-Plan Stock Option Grant

               4.08        ESI Software, Inc. 1996 Equity Incentive Plan

               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, independent auditors.

              24.01        Power of Attorney (see signature pages following Item 9).
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,

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

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

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

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

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

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

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

                                      5
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 15th day of October, 1999.

                                     MACROMEDIA, INC.

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

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below and on the next page constitutes and appoints Robert K. Burgess
and 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 substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

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

    /s/ Robert K. Burgess
-------------------------------                      Chief Executive Officer, President        October 15, 1999
Robert K. Burgess                                      and Chairman of the Board

PRINCIPAL FINANCIAL OFFICER
  AND ACCOUNTING OFFICER:

   /s/ Elizabeth A. Nelson
-------------------------------                      Senior Vice President,                   October 15, 1999
Elizabeth A. Nelson                                    Chief Financial Officer and Secretary
6
Signature                                          Title                                Date
             ---------                                          -----                                ----
ADDITIONAL DIRECTORS:

       /s/ Stewart Alsop
-------------------------------                      Director                                 October 15, 1999
Stewart Alsop

     /s/ John (Ian) Giffen
-------------------------------                      Director                                 October 15, 1999
John (Ian) Giffen

     /s/ Mark D. Kvamme
-------------------------------                      Director                                 October 15, 1999
Mark D. Kvamme

    /s/ Donald L. Lucas
-------------------------------                      Director                                 October 15, 1999
Donald L. Lucas

-------------------------------                      Director                                 October __, 1999
Roger Siboni

    /s/ William B. Welty
-------------------------------                      Director                                 October 15, 1999
William B. Welty
7