8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                                   ----------

                                    FORM 8-K


                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 1, 2004


                                 MEDIA 100 INC.
                                 --------------
               (Exact name of Registrant as specified in charter)

                      DELAWARE          0-14779         04-2532613
                      --------          -------         ----------
                    (State or other (Commission File (I.R.S. Employer
                    jurisdiction)       Number)      Identification No.)


             450 DONALD LYNCH BOULEVARD, MARLBOROUGH, MA 01752-4748
             ------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (508) 460-1600
                                  -------------
                Registrant's Telephone number including area code











ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

On March 1, 2004, Media 100 Inc. issued a press release announcing it has signed
a non-binding term sheet to sell the Company to Optibase Ltd. The full text of
that press release is attached as Exhibit 99.1 hereto.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       MEDIA 100 INC.


                                       By:   /s/ Steven D. Shea
                                           --------------------
Date:  March 1, 2004                   Steven D. Shea
                                       Chief Financial Officer and Treasurer
                                       (Chief Financial Officer)








                                  EXHIBIT INDEX


Exhibit Number    Title
- --------------    -----

     99.1       Press release issued by Media 100 Inc. on March 1, 2004,
                furnished in accordance with Item 12 of this Current Report
                on Form 8-K.

EX-99.1

                                                                   Exhibit 99.1

Media 100 Signs Term Sheet to Sell Company to Optibase Ltd.; Media 100
to Become Unit of Optibase with 844/X And Media 100 HD the Central
Focus

    MARLBORO, Mass.--(BUSINESS WIRE)--March 1, 2004--Media 100 Inc.
(OTCBB: MDEA.OB) announced today that the Company has executed a
non-binding term sheet providing for the sale of substantially all of
the assets of the Company to Optibase Ltd. This transaction will allow
Media 100 to continue to develop, sell and support its 844/X
editing-compositing systems, newly-introduced Media 100 HD system,
Media 100 i, and other content design products.
    "Media 100 has created differentiated and valuable technology that
we believe can flourish with the right backing," said Tom Wyler, Chief
Executive Officer and Chairman of the Board of Optibase. "The advanced
products that Media 100 has developed represent a growth opportunity
for Optibase."
    "With an extremely strong balance sheet, Optibase gives Media 100
the financial wherewithal to continue engineering and marketing 844/X
and Media 100 HD and compete aggressively in the market," said John
Molinari, president and chief executive officer of Media 100. "The
deal is timed well to support us just as we begin first shipments of
our new 844/X Version 3 release and prepare to deliver our first
implementation of 844/X technology on the Apple Power Mac G5
platform--Media 100 HD."
    This transaction is anticipated to be effected as part of a
prepackaged bankruptcy. The term sheet specifies that Optibase intends
to provide up to $1 million in a debtor-in-possession loan, and buy
substantially all the assets of the Company for $2.5 million (less the
amount of any debtor-in-possession funding advanced). It is
anticipated that substantially all of the proceeds will be used to pay
operating expenses and creditors, and it is unlikely that stockholders
would receive any payment.
    The acquisition is subject to a number of contingencies, including
negotiation and completion of final documentation and approval by the
bankruptcy court. In the event the transaction is not completed, the
Company may be required to cease operations.
    For more information on Media 100 Inc. please visit
www.media100.com.
    For more information on Optibase Ltd. please visit
www.optibase.com.

    Forward Looking Statements

    This press release includes "forward-looking statements." All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements. All forward-looking
statements in this press release are made based on management's
current expectations and estimates, which involve risks, uncertainties
and other factors that could cause results to differ materially from
those expressed in forward-looking statements. For detailed
information about factors that could cause actual results to differ
materially from those described in the forward-looking statements,
please refer to the Company's filings with the Securities and Exchange
Commission, including the Company's most recent Quarterly Report on
Form 10-Q. The Company does not undertake any obligation to update
forward-looking statements made herein.

    About Media 100

    Media 100 develops award-winning advanced media systems for
content design, enabling creative professionals to design highly
evocative effects-intensive work on a personal computer. Creative
artists and content design teams around the world use Media 100's Emmy
Award-winning solutions. The Company is headquartered in Marlboro,
Massachusetts. For more information, please visit www.media100.com.

    Media 100, the Media 100 logo and 844/X are registered trademarks
of Media 100 Inc. All other products and brand names are trademarks or
registered trademarks of their respective holders.

    www.media100.com

    CONTACT: Investor Relations Contact:
             Media 100 Inc.
             Steve Shea, 508-263-5200
             sshea@media100.com