UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 000-22688

MACROMEDIA, INC.

(Exact name of registrant as specified in its charter)

601 Townsend Street
San Francisco, California 94103
Telephone: (415) 832-2000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Common Stock $0.001 par value

Preferred Stock Purchase Rights

(Titles of each class of securities covered by this Form)

N/A

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)	ý	Rule 12h-3(b)(1)(i)	ý
Rule 12g-4(a)(1)(ii)	o	Rule 12h-3(b)(1)(ii)	o
Rule 12g-4(a)(2)(i)	o	Rule 12h-3(b)(2)(i)	o
Rule 12g-4(a)(2)(ii)	o	Rule 12h-3(b)(2)(ii)	o
		Rule 15d-6	o

Approximate number of holders of record as of the certification or notice date: One (1)

Pursuant to the requirements of the Securities Exchange Act of 1934, Macromedia, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:	December 5, 2005	By:	/s/ Bruce R. Chizen
			Bruce R. Chizen
			President