SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hale Thomas E

(Last)

(First)

(Middle)

MACROMEDIA/ 600 TOWNSEND STREET

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/26/2004

3. Issuer Name and Ticker or Trading Symbol
MACROMEDIA INC [ MACR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and General Manager

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	634	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option (right to buy)	02/21/2003⁽¹⁾	02/21/2012	Common Stock	15,918	$13.39	D
Non-Qualified Stock Option (right to buy	09/12/2003⁽²⁾	09/12/2012	Common Stock	75,000	$7.77	D
Non-Qualified Stock Option (right to buy	02/21/2003⁽³⁾	02/21/2012	Common Stock	1,270	$13.39	D
Non-Qualified Stock Option (right to buy	10/10/2000⁽³⁾	08/10/2009	Common Stock	1,284	$15.99	D
Non-Qualified Stock Option (right to buy	06/04/2000⁽³⁾	02/04/2010	Common Stock	8,085	$15.99	D
Non-Qualified Stock Option (right to buy	08/23/2001⁽⁴⁾	08/23/2010	Common Stock	40,000	$15.99	D
Non-Qualified Stock Option (right to buy	01/22/2002⁽⁵⁾	01/22/2011	Common Stock	35,000	$15.99	D
Non-Qualified Stock Option (right to buy	04/12/2005⁽⁶⁾	04/12/2014	Common Stock	100,000	$19.54	D

Explanation of Responses:

1. Option is exercisable as to 4,459 shares as of April 26, 2004, and becomes exercisable as to an additional 521 shares on the 21st day of each month thereafter, becoming fully exercisable on February 21, 2006.

2. Option is exercisable as to 29,688 shares as of April 26, 2004, and becomes exercisable as to an additional 1,563 shares on the 12th day of each month thereafter, becoming fully exercisable on September 12, 2006.

3. This option is fully exercisable.

4. Option is exercisable as to 35,833 shares as of April 26, 2004, and becomes exercisable as to an additional 1,042 shares on the 23rd day of each month thereafter, becoming fully exercisable on August 23, 2004.

5. Option is exercisable as to 26,563 shares as of April 26, 2004, and becomes exercisable as to an additional 938 shares on the 22nd day of each month thereafter, becoming fully exercisable on January 22, 2005.

6. This option shall become exercisable as to 20% of the shares on April 12, 2005, and as to 20% of the shares at the end of each full year following such date.

	Thomas E Hale	04/28/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.