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): June 2, 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 June 2, 2004, Optibase Ltd. issued a press release announcing that it had
completed the acquisition of substantially all the assets of Media 100 following
a favorable judgment from the United States Bankruptcy Court for the District of
Massachusetts. 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:  June 2, 2004                              ------------------
                                           Steven D. Shea
                                           Chief Financial Officer and Treasurer
                                           (Chief Financial Officer)



                                  EXHIBIT INDEX


Exhibit Number    Title
- --------------    -----
     99.1       Press release issued by Optibase Ltd. on June 2, 2004, furnished
                in accordance with Item 12 of this Current Report on Form 8-K.

EX-99.1

                                                                    Exhibit 99.1

Optibase Announces Completion of Media 100 Asset Acquisition;
Optibase Will Continue to Develop, Sell, Market and Support Media 100 Products

    HERZLIYA, Israel & MARLBORO, Mass.--(BUSINESS WIRE)--June 2,
2004--Optibase Ltd. (NASDAQ: OBAS), a leader in digital video encoding
and streaming solutions, today announced that, following a favorable
judgment from the United States Bankruptcy Court for the District of
Massachusetts, it has completed the purchase of substantially all of
the assets of Media 100 Inc. (OTCBB: MDEA.PK), for $2.5 million (less
the amount of any funding advanced), as reported in the press release
dated March 22, 2004. With the addition of Media 100's 844/X, Media
100 HD, Media 100 i and other content design products to the Company's
product portfolio, Optibase now offers a broader selection of high
quality professional video products, from digital editing and
compositing to encoding and delivery.
    Commenting on the transaction, Tom Wyler, Chairman and CEO of
Optibase said, "We are extremely excited to complete this asset
acquisition and add Media 100's products and technology to our
industry leading product family. For years, Optibase has been at the
forefront of digital video technology, continuously pushing the
envelope of video-based applications. The Media 100 acquisition will
allow us to leverage our experience in digital video to add editing
and compositing solutions to our already wide range of applications.
In addition to expanding our product line and adding new customers and
channel partners, we are taking on close to 40 highly skilled
engineers as well as dedicated sales and marketing professionals who
we believe will play a key role in Optibase's performance in the years
to come."

    About Optibase

    Optibase, Ltd. (NASDAQ: OBAS) provides professional editing,
compositing, 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.

    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. The Company does not undertake any obligation to update
forward-looking statements made herein.

    This release and prior releases are available on the Company's Web
site at www.optibase.com.

    This release and prior releases are also available on the KCSA
Public Relations Worldwide Web site at www.kcsa.com.

    CONTACT: Optibase Contact:
             Yael Paz, +972 99709 255
             yaelp@optibase.com
             or
             KCSA Contacts:
             Jeff Corbin, 212-896-1214
             jcorbin@kcsa.com
             or
             Lee Roth, 212-896-1209
             lroth@kcsa.com