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                                                                 Exhibit (a)(12)


[FORM OF CONFIRMATION TO OPTIONEES ELECTING TO PARTICIPATE IN THE OFFER TO
EXCHANGE]

To: [option holder]

This message confirms that on _______, 2001, Macromedia, Inc. cancelled
option(s) to purchase [number] shares, which you submitted for exchange under
your Election Form. Macromedia will grant you a new option to purchase [number]
shares, with the terms and conditions described in the Offer to Exchange, on or
after December 5, 2001, but no later than January 21, 2001, subject to your
continued employment with Macromedia and the other terms set forth in the Offer
to Exchange.


If you have any questions about this message, please contact Darrell Hong, by
email at dhong@macromedia.com, or by telephone at (415) 252-6860 or Franci
Claudon, by email at fclaudon@macromedia.com, or by telephone at (415) 252-4086.


Thank you,


Franci Claudon