MACR

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MACROMEDIA, INC.

(ORIGINALLY INCORPORATED ON FEBRUARY 25, 1992
UNDER THE NAME OF MMAW CONSOLIDATION CORP.)


ARTICLE I

The name of the corporation is Macromedia, Inc.

ARTICLE II

The address of the registered office of the corporation in the State of
Delaware is 32 Loockerman Square, Suite L-100, City of Dover, County of Kent.
The name of its registered agent at that address is The Prentice-Hall
Corporation Systems, Inc.

ARTICLE III

The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

ARTICLE IV

The total number of shares of all classes of stock which the corporation
has authority to issue is Forty Five Million (45,000,000) shares, consisting of
two classes: Forty Million (40,000,000) 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.

The Board of Directors is authorized, subject to any limitations
prescribed by the law of the State of Delaware, to provide for the issuance of
the shares of Preferred Stock in one or more series, and, by filing a
certificate of designation pursuant to the applicable law of the State of
Delaware, to establish from time to time the number of shares to be included in
each such series, to fix the designation, powers, preferences and rights of the
shares of each such series and any qualifications, limitations or restrictions
thereof, and to increase or decrease the number of shares of any such series
(but not below the number of shares of such series then outstanding). The number
of authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the stock of the corporation entitled to vote,
unless a vote of any other holders is required pursuant to a certificate or
certificates establishing a series of Preferred Stock.

Except as otherwise expressly provided in any certificate of designation
designating any series of Preferred Stock pursuant to the foregoing provisions
of this Article IV, any new series of Preferred Stock may be designated, fixed
and determined as provided herein by the Board of

<PAGE> 2

Directors without approval of the holders of Common Stock or the holders of
Preferred Stock, or any series thereof, and any such new series may have powers,
preferences and rights, including, without limitation, voting rights, dividend
rights, liquidation rights, redemption rights and conversion rights, senior to,
junior to or pari passu with the rights of the Common Stock, the Preferred
Stock, or any future class or series of Preferred Stock or Common Stock.

ARTICLE V

The stockholders of the corporation shall have the power to adopt, amend
or repeal Bylaws of the corporation. The Board of Directors of the corporation
shall also have the power to adopt, amend or repeal Bylaws of the corporation,
except insofar as Bylaws adopted by the stockholders shall otherwise provide.

ARTICLE VI

Election of directors need not be by written ballot unless the Bylaws of
the corporation shall so provide.

ARTICLE VII

A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law or (iv) for any transaction from which the director derived an improper
personal benefit.

If the Delaware General Corporation Law is hereafter amended to
authorize the further elimination or limitation of the liability of a director,
then the liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation Law,
as so amended.

Neither any amendment nor repeal of this Article VII, nor the adoption
of any provision of this Certificate of Incorporation inconsistent with this
Article VII, shall eliminate, reduce or otherwise adversely affect any
limitation on the personal liability of a director of the corporation existing
at the time of such amendment, repeal or adoption of such an inconsistent
provision.

Macromedia, Inc., a Delaware corporation, hereby certifies that the
foregoing Amended and Restated Certificate of Incorporation, which restates,
integrates and further amends the provisions of the Restated Certificate of
Incorporation of this corporation as heretofore amended or supplemented, has
been duly adopted by the corporation's Board of Directors and stockholders in
accordance with Sections 242 and 245 of the Delaware General Corporation Law.
The total number of outstanding shares entitled to vote with respect to the
amendment was 10,658,770 of Common Stock. Upon the corporation's initial public
offering, all of the outstanding shares of Preferred Stock were converted into
Common Stock and there were no

2
<PAGE> 3

outstanding shares of Preferred Stock. A majority of the outstanding shares of
Common Stock voted in favor of the amendment.

IN WITNESS WHEREOF, said corporation has caused this Restated
Certificate of Incorporation to be signed by its duly authorized officers this
17th day of August, 1994.

MACROMEDIA, INC.

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