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 22, 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 3.  BANKRUPTCY OR RECEIVERSHIP

On March 19, 2004, Media 100 Inc. filed a voluntary petition for relief under
chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the
United States Bankruptcy Court for the District of Massachusetts, in Boston (the
"Bankruptcy Court"), in re Media 100 Inc., Case Number 04-41521-HJB. Media 100
will continue to operate its business as a "debtor in possession" under the
jurisdiction of the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

In connection with the filing, Media 100 Inc. issued a press release announcing
that Optibase Ltd. has executed an agreement to acquire substantially all the
assets of Media 100 and a separate agreement that provides for up to $1 million
of secured debtor-in-possession funding. 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 23, 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 22, 2004,
                furnished in accordance with Item 12 of this Current Report
                on Form 8-K.

EX-99.1

                                                                   Exhibit 99.1

Optibase Ltd. Executes Agreement to Acquire Media 100 Inc. Assets;
Optibase Provides Media 100 $1 Million DIP Loan to Fund Operations
until Deal Is Closed

    HERZLIYA, Israel & MARLBORO, Mass.--(BUSINESS WIRE)--March 22,
2004--Optibase Ltd. (NASDAQ: OBAS), a leader in digital video encoding
and streaming solutions, and Media 100 Inc. (OTCBB: MDEAE.OB)
announced today that they have executed a definitive loan agreement to
provide up to $1 million of secured debtor-in-possession (DIP)
financing, and an asset purchase agreement which, subject to court
approval, calls for Optibase to buy substantially all the assets of
Media 100 for $2.5 million (less the amount of any funding advanced).
    In accordance with its previously announced plan to facilitate the
transaction, Media 100 has filed a voluntary petition for
reorganization under Chapter 11 of the Bankruptcy Code in United
States Bankruptcy Court for the District of Massachusetts (the
"Court"). The sale will be subject to various conditions, including
approval by the Court in the Chapter 11 case. Optibase and Media 100
have requested that the Court, upon expedited hearing, enter an order
setting forth sale procedures, including notice and overbid provisions
which would be applicable to the transaction.
    "Following approval by the Court, Optibase intends to keep Media
100 activity intact as a unit in Optibase in order to continue the
development, sales, and support of the Media 100 products," said Tom
Wyler, Chief Executive Officer and Chairman of the Board of Optibase.
"We strongly believe in the capabilities of the Media 100 team of
employees and their vision for 844/X and Media 100 HD, and believe
that with our financial strength the Media 100 line of products will
be able to realize their potential."
    "The Optibase deal gives Media 100 strong financial support during
the Chapter 11 proceeding in order to drive the market penetration of
844/X Version 3 and the debut release of Media 100 HD," said John
Molinari, President and Chief Executive Officer of Media 100. "We
believe that with our substantial, five-year technology investment,
Optibase will acquire products that will be cutting edge and allow for
strong competition in the market."
    The acquisition is subject to a number of contingencies, including
approval by the Court. In the event the transaction is not completed,
Media 100 may be required to cease operations.

For more information on Optibase Ltd. please visit www.optibase.com.

For more information on Media 100 Inc. please visit www.media100.com.

    Optibase Forward Looking Statements

    This press release contains forward-looking statements concerning
our marketing and operations plans. 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. These statements involve a number of risks
and uncertainties including, but not limited to, risks related to the
evolving market for digital video, competition, our ability to manage
growth and expansion, general economic conditions and other risk
factors. For a more detailed discussion of these and other risks that
may cause actual results to differ from the forward looking statements
in this news release, please refer to Optibase's most recent annual
report on Form 20-F, its Registration Statement on Form F-1 filed with
the United States Securities and Exchange Commission and other filings
with the SEC. Optibase does not undertake any obligation to update
forward-looking statements made herein.

    Media 100 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 Media 100's filings with the Securities and Exchange
Commission, including the most recent Quarterly Report on Form 10-Q.
Media 100 does not undertake any obligation to update forward-looking
statements made herein.

    About Optibase

    Optibase, Ltd. (NASDAQ: OBAS) provides professional encoding,
decoding, video server upload and streaming solutions for telecom
operators, service providers, broadcasters and content creators. The
company's platforms enable the creation, broadband streaming and
playback of high quality digital video. Optibase's breadth of product
offerings are used in applications, such as: video over DSL/Fiber
networks, post production for the broadcast and cables industries,
archiving; high end surveillance, distance learning; and business
television. Headquartered in Israel, Optibase operates through its
fully-owned subsidiary in Mountain View, California and offices in
Europe, Japan and China. Optibase products are marketed in over 40
countries through a combination of direct sales, independent
distributors, system integrators and OEM partners. For further
information, please visit www.optibase.com

    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.

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