CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MACROMEDIA, INC.
Macromedia, Inc., a Delaware corporation, does hereby certify that the
following amendment to the corporation's Amended and Restated Certificate of
Incorporation has 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 51,927,141 shares 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 Two Hundred Five Million (205,000,000) shares,
consisting of two classes: Two Hundred Million (200,000,000) 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 by its duly authorized officer
this 11th day of August, 2000.
MACROMEDIA, INC.
By:/s/ Elizabeth A. Nelson
------------------------------
Elizabeth A. Nelson,
Chief Financial Officer and Secretary
