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                                                                    EXHIBIT 4.02

                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                MACROMEDIA, INC.



        Macromedia, Inc., a Delaware corporation, does hereby certify that the
following amendments to the corporation's Restated Certificate of Incorporation
have been duly adopted by the corporation's Board of Directors and stockholders
in accordance with the provisions of Section 242 of the Delaware General
Corporation Law. The total number of outstanding shares entitled to vote with
respect to the amendment was 16,956,030 of Common Stock. There were no
outstanding shares of Preferred Stock. A majority of the outstanding shares of
Common Stock voted in favor of the amendment:

        The first paragraph of Article IV is amended to read as follows:

        "The total number of shares of all classes of stock which the
corporation has authority to issue is Eighty Five Million (85,000,000) shares,
consisting of two classes: Eighty Million (80,000,000) shares of Common Stock,
$0.001 par value per share, and Five Million (5,000,000) shares of Preferred
Stock, $0.001 par value per share."

        IN WITNESS WHEREOF, said corporation has caused this Certificate of
Amendment to be signed and attested by its duly authorized officers this 21st
day of September, 1995.



                                            MACROMEDIA, INC.



                                            By:    /s/ John C. Colligan
                                               ---------------------------------
                                               John C. Colligan, President

ATTEST:



    /s/ Richard B. Wood
---------------------------------
Richard B. Wood, Secretary