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                                                                    EXHIBIT 3.04

                          AMENDED AND RESTATED BYLAWS

                                       OF

                                MACROMEDIA, INC.

                            (a Delaware corporation)

                             As Adopted May 3, 2001

                                    ARTICLE I

                                  STOCKHOLDERS

         Section 1.1: Annual Meetings. Unless directors are elected by written
consent in lieu of an annual meeting as permitted by Section 211 of the Delaware
General Corporation Law, an annual meeting of stockholders shall be held for the
election of directors at such date and time as the Board of Directors shall each
year fix. The meeting may be held either at a place, within or without the State
of Delaware, or by means of remote communication as the Board of Directors in
its sole discretion may determine. Any other proper business may be transacted
at the annual meeting.

         Section 1.2: Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, and
shall be called upon the request of the Chairperson of the Board of Directors,
the Chief Executive Officer, the President, or by a majority of the members of
the Board of Directors. Special meetings may not be called by any other person
or persons. The special meeting may be held either at a place, within or without
the State of Delaware, or by means of remote communication as the Board if
Directors in its sole discretion may determine.

         Section 1.3: Notice of Meetings. Notice of all meetings of stockholders
shall be given in writing or by electronic transmission in the manner provided
by law (including, without limitation, as set forth in Section 7.1(b) of these
Bylaws) stating the date, time and place, if any, of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise required by applicable law or the Certificate of
Incorporation of the Corporation, such notice shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting to each
stockholder of record entitled to vote at such meeting. If notice of a meeting
of stockholders has been given, the Board of Directors may advance or postpone
the date of such meeting, not less than ten (10) nor more than sixty (60) days
notice before the date of the advanced or postponed meeting to each stockholder
of record entitled to vote at such meeting.

         Section 1.4: Adjournments. The chair of any meeting of stockholders
shall determine the order of business and the procedure at the meeting,
including such regulation of the manner of voting and the conduct of discussion
as seems to him or her to be in order. The chair shall have the power to adjourn
the meeting to another time, date and place (if any). Any meeting of
stockholders may adjourn from time to time, and notice need not be given of any
such adjourned meeting if the time, date and place (if any) thereof are
announced at the meeting at which the adjournment is taken; provided, however,
that if the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, then a


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notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. At the adjourned meeting the Corporation may
transact any business that might have been transacted at the original meeting.

         Section 1.5: Quorum. At each meeting of stockholders the holders of a
majority of the shares of stock entitled to vote at the meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business, except if otherwise required by applicable law. If a quorum shall fail
to attend any meeting, the chairperson of the meeting or the holders of a
majority of the shares entitled to vote who are present, in person or by proxy,
at the meeting may adjourn the meeting. Shares of the Corporation's stock
belonging to the Corporation (or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation
are held, directly or indirectly, by the Corporation), shall neither be entitled
to vote nor be counted for quorum purposes; provided, however, that the
foregoing shall not limit the right of the Corporation or any other corporation
to vote any shares of the Corporation's stock held by it in a fiduciary capacity
and to count such shares for purposes of determining a quorum.

         Section 1.6: Organization. Meetings of stockholders shall be presided
over by such person as the Board of Directors may designate, or, in the absence
of such a person, the Chairperson of the Board of Directors, or, in the absence
of such person, the Chief Executive Officer of the Corporation, or, in the
absence of such person, the President of the Corporation, or, in the absence of
such person, such person as may be chosen by the holders of a majority of the
shares entitled to vote who are present, in person or by proxy, at the meeting.
Such person shall be chairperson of the meeting and, subject to Section 1.11
hereof, shall determine the order of business and the procedure at the meeting,
including such regulation of the manner of voting and the conduct of discussion
as seems to him or her to be in order. The Secretary of the Corporation shall
act as secretary of the meeting, but in such person's absence the chairperson of
the meeting may appoint any person to act as secretary of the meeting.

         Section 1.7: Voting; Proxies. Unless otherwise provided by law or the
Certificate of Incorporation, and subject to the provisions of Section 1.8 of
these Bylaws, each stockholder shall be entitled to one (1) vote for each share
of stock held by such stockholder. Each stockholder entitled to vote at a
meeting of stockholders, or to take corporate action by written consent without
a meeting, may authorize another person or persons to act for such stockholder
by proxy. Such a proxy may be prepared, transmitted and delivered in any manner
permitted by applicable law. Voting at meetings of stockholders need not be by
written ballot unless such is demanded at the meeting before voting begins by a
stockholder or stockholders holding shares representing at least one percent
(1%) of the votes entitled to vote at such meeting, or by such stockholder's or
stockholders' proxy; provided, however, that an election of directors shall be
by written ballot if demand is so made by any stockholder at the meeting before
voting begins. If a vote is to be taken by written ballot, then each such ballot
shall state the name of the stockholder or proxy voting and such other
information as the chairperson of the meeting deems appropriate and, if
authorized by the Board of Directors, the ballot may be submitted by electronic
transmission in the manner provided by law. Directors shall be elected by a
plurality of the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of directors. Unless
otherwise provided by applicable law, the Certificate of Incorporation or these
Bylaws, every matter other than the election of directors shall be decided by
the affirmative vote of the holders of a majority of the shares of stock
entitled to vote thereon that are present in person or represented by proxy at
the meeting and are voted for or against the matter.


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         Section 1.8: Fixing Date for Determination of Stockholders of Record.

         (a) Generally. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to take corporate action by written consent without
a meeting, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors and which shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action. If no record date is fixed by the Board of
Directors, then the record date shall be as provided by applicable law. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

         (b) Stockholder Request for Action by Written Consent. Any stockholder
of record seeking to have the stockholders authorize or take corporate action by
written consent without a meeting shall, by written notice to the Secretary of
the Corporation, request the Board of Directors to fix a record date for such
consent. Such request shall include a brief description of the action proposed
to be taken. The Board of Directors shall, within ten (10) days after the date
on which such a request is received, adopt a resolution fixing the record date.
Such record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and shall not be more than ten
(10) days after the date upon which the resolution fixing the record date is
adopted by the Board of Directors. If no record date has been fixed by the Board
of Directors within ten (10) days after the date on which such a request is
received, then the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is required by applicable law, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation as provided in Section 1.10(b) of these
Bylaws. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, then the record
date for determining stockholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on the date on which
the Board of Directors adopts the resolution taking such prior action.

         Section 1.9: List of Stockholders Entitled to Vote. A complete list of
stockholders entitled to vote at any meeting of stockholders, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of each stockholder, shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either on a reasonably accessible electronic network as permitted by
law (provided that the information required to gain access to the list is
provided with the notice of the meeting) or during ordinary business hours at
the principal place of business of the Corporation. If the meeting is held at a
place, the list shall also be produced and kept at the time and place of the
meeting during the whole time thereof and may be inspected by any stockholder
who is present at the meeting. If the meeting is held solely by means of remote
communication, then the list shall be open to the examination of any stockholder
during the whole time of the meeting on a reasonably accessible


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electronic network, and the information required to access the list shall be
provided with the notice of the meeting.

         Section 1.10: Action by Written Consent of Stockholders.

         (a) Procedure. Unless otherwise provided by the Certificate of
Incorporation, and except as set forth in Section 1.8(b) above, any action
required or permitted to be taken at any annual or special meeting of the
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed in the manner permitted by law by the holders of outstanding
stock having not less than the number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Written stockholder consents shall bear the date
of signature of each stockholder who signs the consent in the manner permitted
by law and shall be delivered to the Corporation as provided in subsection (b)
below. No written consent shall be effective to take the action set forth
therein unless, within sixty (60) days of the earliest dated consent delivered
to the Corporation in the manner provided above, written consents signed by a
sufficient number of stockholders to take the action set forth therein are
delivered to the Corporation in the manner provided above.

         (b) A telegram, cablegram or other electronic transmission consenting
to an action to be taken and transmitted by a stockholder or proxyholder, or a
person or persons authorized to act for a stockholder or proxyholder, shall be
deemed to be written, signed and dated for the purposes of this section,
provided that any such telegram, cablegram or other electronic transmission sets
forth or is delivered with information from which the Corporation can determine
(i) that the telegram, cablegram or other electronic transmission was
transmitted by the stockholder or proxyholder or by a person or persons
authorized to act for the stockholder or proxyholder and (ii) the date on which
such stockholder or proxyholder or authorized person or persons transmitted such
telegram, cablegram or electronic transmission. The date on which such telegram,
cablegram or electronic transmission is transmitted shall be deemed to be the
date on which such consent was signed. No consent given by telegram, cablegram
or other electronic transmission shall be deemed to have been delivered until
such consent is reproduced in paper form and until such paper form shall be
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to a Corporation's registered office
shall be made by hand or by certified or registered mail, return receipt
requested. Notwithstanding the foregoing limitations on delivery, consents given
by telegram, cablegram or other electronic transmission may be otherwise
delivered to the principal place of business of the Corporation or to an officer
or agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded if, to the extent and in the manner
provided by resolution of the Board of Directors of the Corporation.

         (c) Notice of Consent. Prompt notice of the taking of corporate action
by stockholders without a meeting by less than unanimous written consent of the
stockholders shall be given to those stockholders who have not consented thereto
in writing and who, if the action had been taken at a meeting, would have been
entitled to notice of the meeting if the record date for such meeting had been
the date that written consents signed by a sufficient number of holders to take
the action were delivered to the Corporation as required by law. In the case of
a Certificate Action (as defined below), if the Delaware General Corporation Law
so requires,

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such notice shall be given prior to filing of the certificate in question. If
the action which is consented to requires the filing of a certificate under the
Delaware General Corporation Law (a "CERTIFICATE ACTION"), then if the Delaware
General Corporation Law so requires, the certificate so filed shall state that
written stockholder consent has been given in accordance with Section 228 of the
Delaware General Corporation Law and that written notice of the taking of
corporate action by stockholders without a meeting as described herein has been
given as provided in such section.

         Section 1.11: Inspectors of Elections.

         (a) Applicability. Unless otherwise provided in the Corporation's
Certificate of Incorporation or required by the Delaware General Corporation
Law, the following provisions of this Section 1.11 shall apply only if and when
the Corporation has a class of voting stock that is: (i) listed on a national
securities exchange; (ii) authorized for quotation on an automated interdealer
quotation system of a registered national securities association; or (iii) held
of record by more than 2,000 stockholders; in all other cases, observance of the
provisions of this Section 1.11 shall be optional, and at the discretion of the
Corporation.

         (b) Appointment. The Corporation shall, in advance of any meeting of
stockholders, appoint one or more inspectors of election to act at the meeting
and make a written report thereof. The Corporation may designate one or more
persons as alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of stockholders, the person
presiding at the meeting shall appoint one or more inspectors to act at the
meeting.

         (c) Inspector's Oath. Each inspector of election, before entering upon
the discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector with strict impartiality and according to the best of
such inspector's ability.

         (d) Duties of Inspectors. At a meeting of stockholders, the inspectors
of election shall (i) ascertain the number of shares outstanding and the voting
power of each share, (ii) determine the shares represented at a meeting and the
validity of proxies and ballots, (iii) count all votes and ballots, (iv)
determine and retain for a reasonable period of time a record of the disposition
of any challenges made to any determination by the inspectors, and (v) certify
their determination of the number of shares represented at the meeting, and
their count of all votes and ballots. The inspectors may appoint or retain other
persons or entities to assist the inspectors in the performance of the duties of
the inspectors.

         (e) Opening and Closing of Polls. The date and time of the opening and
the closing of the polls for each matter upon which the stockholders will vote
at a meeting shall be announced by the chairperson of the meeting. No ballot,
proxies or votes, nor any revocations thereof or changes thereto, shall be
accepted by the inspectors after the closing of the polls unless the Court of
Chancery upon application by a stockholder shall determine otherwise.

         (f) Determinations. In determining the validity and counting of proxies
and ballots, the inspectors shall be limited to an examination of the proxies,
any envelopes submitted with those proxies, any information provided in
connection with proxies in accordance with Section 212(c)(2) of the Delaware
General Corporation Law, ballots and the regular books and records of the
Corporation, except that the inspectors may consider other reliable information
for the


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limited purpose of reconciling proxies and ballots submitted by or on behalf of
banks, brokers, their nominees or similar persons which represent more votes
than the holder of a proxy is authorized by the record owner to cast or more
votes than the stockholder holds of record. If the inspectors consider other
reliable information for the limited purpose permitted herein, the inspectors at
the time they make their certification of their determinations pursuant to this
Section 1.11 shall specify the precise information considered by them, including
the person or persons from whom they obtained the information, when the
information was obtained, the means by which the information was obtained and
the basis for the inspectors' belief that such information is accurate and
reliable.

         Section 1.12: Notice of Stockholder Business; Nominations.

         (a) Annual Meeting of Stockholders.

                  (i) Nominations of persons for election to the Board of
Directors and the proposal of business to be considered by the stockholders
shall be made at an annual meeting of stockholders (A) pursuant to the
Corporation's notice of such meeting, (B) by or at the direction of the Board of
Directors or (C) by any stockholder of the Corporation who was a stockholder of
record at the time of giving of the notice provided for in this Section 1.12,
who is entitled to vote at such meeting and who complies with the notice
procedures set forth in this Section 1.12.

                  (ii) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (C) of subparagraph
(a)(i) of this Section 1.12, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation and such other business
must otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice must be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
seventy-fifth (75th) day nor earlier than the close of business on the one
hundred and fifth (105th) day prior to the first anniversary of the preceding
year's annual meeting (except in the case of the annual meeting in 2001, for
which such notice shall be timely if delivered in the same time period as if
such meeting were a special meeting governed by subparagraph (b) of this Section
1.12); provided, however, that in the event that the date of the annual meeting
is more than thirty (30) days before or more than sixty (60) days after such
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the close of business on the one hundred and fifth (105th) day
prior to such annual meeting and not later than the close of business on the
later of the seventy-fifth (75th)) day prior to such annual meeting or the close
of business on the tenth (10th) day following the day on which public
announcement of the date of such meeting is first made by the Corporation. Such
stockholder's notice shall set forth: (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT"), including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected; (b) as
to any other business that the stockholder proposes to bring before the meeting,
a brief description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting and any material
interest in such business of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made; and (c) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (1) the name and address of such stockholder, as they appear on
the Corporation's books, and of such beneficial


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owner, and (2) the class and number of shares of the Corporation that are owned
beneficially and held of record by such stockholder and such beneficial owner.

                  (iii) Notwithstanding anything in the second sentence of
subparagraph (a)(ii) of this Section 1.12 to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the Corporation
is increased and there is no public announcement by the Corporation naming all
of the nominees for director or specifying the size of the increased board of
directors at least seventy-five (75) days prior to the first anniversary of the
preceding year's annual meeting (or, if the annual meeting is held more than
thirty (30) days before or sixty (60) days after such anniversary date, at least
seventy-five (75) days prior to such annual meeting), a stockholder's notice
required by this Section 1.12 shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary of the Corporation at the principal executive
office of the Corporation not later than the close of business on the tenth
(10th) day following the day on which such public announcement is first made by
the Corporation.

         (b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of such meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of such meeting (i) by or at the direction of the Board of
Directors or (ii) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice of
the special meeting, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 1.12. In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by subparagraph (a)(ii) of this Section 1.12 shall
be delivered to the Secretary of the Corporation at the principal executive
offices of the Corporation not earlier than the one hundred fifth (105th) day
prior to such special meeting and not later than the close of business on the
later of the seventy-fifth (75th) day prior to such special meeting or the tenth
(10th) day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.

         (c) General.

                  (i) Only such persons who are nominated in accordance with the
procedures set forth in this Section 1.12 shall be eligible to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 1.12. Except as otherwise provided by law or these
Bylaws, the chairperson of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Section 1.12 and, if any proposed nomination or
business is not in compliance herewith, to declare that such defective proposal
or nomination shall be disregarded.


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                  (ii) For purposes of this Section 1.12, the term "PUBLIC
ANNOUNCEMENT" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to section 13, 14 or 15(d) of the Exchange Act.

                  (iii) Notwithstanding the foregoing provisions of this Section
1.12, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth herein. Nothing in this Section 1.12 shall be deemed to affect
any rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         Section 2.1: Number; Qualifications. The Board of Directors shall
consist of one or more members. The number of directors shall be fixed from time
to time by resolution of the Board of Directors. No decrease in the authorized
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director. Directors need not be stockholders of the
Corporation.

         Section 2.2: Election; Resignation; Removal; Vacancies. Each director
shall hold office until the next annual meeting of stockholders and until such
director's successor is elected and qualified, or until such director's earlier
death, resignation or removal. Any director may resign at any time upon notice
to the Corporation given in writing or by electronic transmission. Subject to
the rights of the holders of any series of Preferred Stock, any director or the
entire Board of Directors may be removed with or without cause, by the holders
of a majority of the shares then entitled to vote at an election of directors.
Subject to the rights of the holders of any series of Preferred Stock, any
vacancy occurring in the Board of Directors for any cause, and any newly created
directorship resulting from any increase in the authorized number of directors,
shall, unless otherwise provided by law, be filled only by the affirmative vote
of a majority of the directors then in office, although less than a quorum, or
by a sole remaining director, and not by the stockholders.

         Section 2.3: Regular Meetings. Regular meetings of the Board of
Directors may be held at such places, within or without the State of Delaware,
and at such times as the Board of Directors may from time to time determine.
Notice of regular meetings need not be given if the date, times and places
thereof are fixed by resolution of the Board of Directors.

         Section 2.4: Special Meetings. Special meetings of the Board of
Directors may be called by the Chairperson of the Board of Directors, the
President or a majority of the members of the Board of Directors then in office
and may be held at any time, date or place, within or without the State of
Delaware, as the person or persons calling the meeting shall fix. Notice of the
time, date and place of such meeting shall be given, orally, in writing or by
electronic transmission (including electronic mail), by the person or persons
calling the meeting to all directors at least four (4) days before the meeting
if the notice is mailed, or at least twenty-four (24) hours before the meeting
if such notice is given by telephone, hand delivery, telegram, telex, mailgram,
facsimile, electronic mail or other means of electronic transmission. Unless
otherwise indicated in the notice, any and all business may be transacted at a
special meeting.


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         Section 2.5: Remote Meetings Permitted. Members of the Board of
Directors, or any committee of the Board, may participate in a meeting of the
Board or such committee by means of conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to conference telephone or
other communications equipment shall constitute presence in person at such
meeting.

         Section 2.6: Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the total number of authorized directors shall
constitute a quorum for the transaction of business. Except as otherwise
provided herein or in the Certificate of Incorporation, or required by law, the
vote of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

         Section 2.7: Organization. Meetings of the Board of Directors shall be
presided over by the Chairperson of the Board of Directors, or in such person's
absence by the President, or in such person's absence by a chairperson chosen at
the meeting. The Secretary shall act as secretary of the meeting, but in such
person's absence the chairperson of the meeting may appoint any person to act as
secretary of the meeting.

         Section 2.8: Written Action by Directors. Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board or
such committee, as the case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board or
committee, respectively. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.

         Section 2.9: Powers. The Board of Directors may, except as otherwise
required by law or the Certificate of Incorporation, exercise all such powers
and do all such acts and things as may be exercised or done by the Corporation.

         Section 2.10: Compensation of Directors. Directors, as such, may
receive, pursuant to a resolution of the Board of Directors, fees and other
compensation for their services as directors, including without limitation their
services as members of committees of the Board of Directors.

                                   ARTICLE III

                                   COMMITTEES

         Section 3.1: Committees. The Board of Directors may designate one or
more committees, each committee to consist of one or more of the directors of
the Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting of
such committee who are not disqualified from voting, whether or not such member
or members constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in place of any such absent or
disqualified member. Any such committee, to the extent provided in a resolution
of the Board of Directors, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation and may authorize the seal of the Corporation to be


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affixed to all papers that may require it; but no such committee shall have the
power or authority in reference to the following matters: (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by the Delaware General Corporation Law to be submitted to stockholders
for approval or (ii) adopting, amending or repealing any bylaw of the
Corporation.

         Section 3.2: Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these Bylaws.

                                   ARTICLE IV

                                    OFFICERS

         Section 4.1: Generally. The officers of the Corporation shall consist
of a Chief Executive Officer and/or a President, one or more Vice Presidents, a
Secretary, a Treasurer and such other officers, including a Chairperson of the
Board of Directors and/or Chief Financial Officer, as may from time to time be
appointed by the Board of Directors. All officers shall be elected by the Board
of Directors; provided, however, that the Board of Directors may empower the
Chief Executive Officer of the Corporation to appoint officers other than the
Chairperson of the Board, the Chief Executive Officer, the President, the Chief
Financial Officer or the Treasurer. Each officer shall hold office until such
person's successor is elected and qualified or until such person's earlier
resignation or removal. Any number of offices may be held by the same person.
Any officer may resign at any time upon written notice to the Corporation. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise may be filled by the Board of Directors.

         Section 4.2: Chief Executive Officer. Subject to the control of the
Board of Directors and such supervisory powers, if any, as may be given by the
Board of Directors, the powers and duties of the Chief Executive Officer of the
Corporation are:

         (a) To act as the general manager and, subject to the control of the
Board of Directors, to have general supervision, direction and control of the
business and affairs of the Corporation;

         (b) To preside at all meetings of the stockholders;

         (c) To call meetings of the stockholders to be held at such times and,
subject to the limitations prescribed by law or by these Bylaws, at such places
as he or she shall deem proper; and

         (d) To affix the signature of the Corporation to all deeds,
conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and
other papers and instruments in writing which have been authorized by the Board
of Directors or which, in the judgment of the Chief Executive Officer, should be
executed on behalf of the Corporation; to sign certificates for shares of stock
of the Corporation; and, subject to the direction of the Board of Directors, to
have general charge of the property of the Corporation and to supervise and
control all officers, agents and employees of the Corporation.


                                       10
<PAGE>   11

                  The President shall be the Chief Executive Officer of the
Corporation unless the Board of Directors shall designate another officer to be
the Chief Executive Officer. If there is no President, and the Board of
Directors has not designated any other officer to be the Chief Executive
Officer, then the Chairperson of the Board of Directors shall be the Chief
Executive Officer.

         Section 4.3: Chairperson of the Board. The Chairperson of the Board of
Directors shall have the power to preside at all meetings of the Board of
Directors and shall have such other powers and duties as provided in these
Bylaws and as the Board of Directors may from time to time prescribe.

         Section 4.4: President. The President shall be the Chief Executive
Officer of the Corporation unless the Board of Directors shall have designated
another officer as the Chief Executive Officer of the Corporation. Subject to
the provisions of these Bylaws and to the direction of the Board of Directors,
and subject to the supervisory powers of the Chief Executive Officer (if the
Chief Executive Officer is an officer other than the President), and subject to
such supervisory powers and authority as may be given by the Board of Directors
to the Chairperson of the Board of Directors, and/or to any other officer, the
President shall have the responsibility for the general management the control
of the business and affairs of the Corporation and the general supervision and
direction of all of the officers, employees and agents of the Corporation (other
than the Chief Executive Officer, if the Chief Executive Officer is an officer
other than the President) and shall perform all duties and have all powers that
are commonly incident to the office of President or that are delegated to the
President by the Board of Directors.

         Section 4.5: Vice President. Each Vice President shall have all such
powers and duties as are commonly incident to the office of Vice President, or
that are delegated to him or her by the Board of Directors or the Chief
Executive Officer. A Vice President may be designated by the Board to perform
the duties and exercise the powers of the Chief Executive Officer in the event
of the Chief Executive Officer's absence or disability.

         Section 4.6: Chief Financial Officer. The Chief Financial Officer shall
be the Treasurer of the Corporation unless the Board of Directors shall have
designated another officer as the Treasurer of the Corporation. Subject to the
direction of the Board of Directors and the Chief Executive Officer, the Chief
Financial Officer shall perform all duties and have all powers that are commonly
incident to the office of Chief Financial Officer.

         Section 4.7: Treasurer. The Treasurer shall have custody of all monies
and securities of the Corporation. The Treasurer shall make such disbursements
of the funds of the Corporation as are authorized and shall render from time to
time an account of all such transactions. The Treasurer shall also perform such
other duties and have such other powers as are commonly incident to the office
of Treasurer, or as the Board of Directors or the Chief Executive Officer may
from time to time prescribe.

         Section 4.8: Secretary. The Secretary shall issue or cause to be issued
all authorized notices for, and shall keep, or cause to be kept, minutes of all
meetings of the stockholders and the Board of Directors. The Secretary shall
have charge of the corporate minute books and similar records and shall perform
such other duties and have such other powers as are commonly incident to the
office of Secretary, or as the Board of Directors or the Chief Executive Officer
may from time to time prescribe.


                                       11
<PAGE>   12

         Section 4.9: Delegation of Authority. The Board of Directors may from
time to time delegate the powers or duties of any officer to any other officers
or agents, notwithstanding any provision hereof.

         Section 4.10: Removal. Any officer of the Corporation shall serve at
the pleasure of the Board of Directors and may be removed at any time, with or
without cause, by the Board of Directors. Such removal shall be without
prejudice to the contractual rights of such officer, if any, with the
Corporation.

                                    ARTICLE V

                                      STOCK

         Section 5.1: Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the Corporation by the
Chairperson or Vice-Chairperson of the Board of Directors, or the President or a
Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary, of the Corporation, certifying the number of shares
owned by such stockholder in the Corporation. Any or all of the signatures on
the certificate may be a facsimile.

         Section 5.2: Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The Corporation may issue a new certificate of stock in the
place of any certificate previously issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or such owner's legal representative, to agree
to indemnify the Corporation and/or to give the Corporation a bond sufficient to
indemnify it, against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.

         Section 5.3: Other Regulations. The issue, transfer, conversion and
registration of stock certificates shall be governed by such other regulations
as the Board of Directors may establish.

                                   ARTICLE VI

                                 INDEMNIFICATION

         Section 6.1 Indemnification of Officers and Directors.

         (a) Each person who was or is made a party to, or is threatened to be
made a party to, or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "PROCEEDING"), by reason of
the fact that such person (or a person of whom such person is the legal
representative), is or was a director or officer of the Corporation or a
Reincorporated Predecessor (as defined below) or is or was serving at the
request of the Corporation or a Reincorporated Predecessor (as defined below) as
a director or officer of another corporation, or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, shall be indemnified and held harmless by the Corporation to the
fullest extent permitted by the Delaware General Corporation Law, against all
expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes and penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith, provided
such person acted in good faith and in a manner which


                                       12
<PAGE>   13

the person reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful. The termination
of a Proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believe to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal proceeding, that he had reasonable cause to believe
that his conduct was unlawful. Such indemnification shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of such person's heirs, executors and administrators. As used herein, the term
"REINCORPORATED PREDECESSOR" means a corporation that is merged with and into
the Corporation in a statutory merger where (a) the Corporation is the surviving
corporation of such merger; (b) the primary purpose of such merger is to change
the corporate domicile of the Reincorporated Predecessor to Delaware.

         Section 6.2: Advance of Expenses. The Corporation shall pay all
expenses (including attorneys' fees) incurred by such a director or officer in
defending any such Proceeding as they are incurred in advance of its final
disposition; provided, however, that if the Delaware General Corporation Law
then so requires, the payment of such expenses incurred by such a director or
officer in advance of the final disposition of such Proceeding shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it should be determined
ultimately that such director or officer is not entitled to be indemnified under
this Article VI or otherwise. Notwithstanding the provision of this Section 6.2,
unless otherwise determined as provided in Section 6.3, no advance of expenses
shall be made by the Corporation where a determination is reasonably and
promptly made by (a) the Board of Directors (by a majority vote of a quorum
consisting of directors who were not parties to the Proceedings), or (b) if such
quorum of the Board of Directors is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion (the person or persons in clauses (a) or (b), the "REVIEWING
PARTY") that the facts known to the Reviewing Person at the time of his or their
review demonstrate clearly and convincingly that the director or officer seeking
advance of expenses under this Section 6.2 acted, with regard to matters raised
in the Proceeding for which advance of expenses is sought, in bad faith or in a
manner that such person did not believe to be in or not opposed to the best
interests of the Corporation.

         Section 6.3: Enforcement. Without the necessity of entering into an
express contract, all rights to indemnification and advances under Article VI
shall be deemed to be contractual rights and be effective to the same extent and
as if provided for in a contract between the Corporation and the Director or
officer who serves in such capacity at any time and who is entitled to indemnity
under this Article VI. Any right to indemnification or advances granted by this
Article VI to a Director or officer shall be enforceable by or on behalf of the
person holding such right in any court of competent jurisdiction if (i) the
claim for indemnification or advances is denied, in whole or in part, or (ii) no
disposition of such claim is made within ninety (90) days of request therefor.
The claimant in such enforcement action, if successful in whole or in part,
shall be entitled to be paid also the expense of prosecuting his claim. It shall
be a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in connection with any proceeding in advance of its final
disposition when the required undertaking has been tendered to the Corporation)
that the claimant has not met the standards of conduct which make it permissible
under the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed. The claimant in such enforcement action shall
bear the burden


                                       13
<PAGE>   14

of proving that the claimant has met the applicable standard conduct set forth
in the Delaware General Corporation law.

         Section 6.4: Non-Exclusivity of Rights. The rights conferred on any
person in this Article VI shall not be exclusive of any other right that such
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, Bylaw, agreement, vote or consent of stockholders
or disinterested directors, or otherwise. Additionally, nothing in this Article
VI shall limit the ability of the Corporation, in its discretion, to indemnify
or advance expenses to persons whom the Corporation is not obligated to
indemnify or advance expenses pursuant to this Article VI.

         Section 6.5: Indemnification Contracts; Insurance. The Board of
Directors is authorized to cause the Corporation to enter into indemnification
contracts with any director, officer, employee or agent of the Corporation, or
any person serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, including employee benefit plans, providing indemnification
rights to such person. Such rights may be greater than those provided in this
Article VI. To the fullest extent permitted by the Delaware General Corporation
Law, the Corporation, upon approval by the Board of Directors, may purchase
insurance on behalf of any person required or permitted to be indemnified
pursuant to this Article VI.

         Section 6.6: Effect of Amendment. Any amendment, repeal or modification
of any provision of this Article VI shall be prospective only, and shall not
adversely affect any right or protection conferred on a person pursuant to this
Article VI and existing at the time of such amendment, repeal or modification.

                                   ARTICLE VII

                                     NOTICES

         Section 7.1: Notice. (a) Except as otherwise specifically provided in
these Bylaws (including, without limitation, Section 7.1(b) below) or required
by law, all notices required to be given pursuant to these Bylaws shall be in
writing and may in every instance be effectively given by hand delivery
(including use of a delivery service), by depositing such notice in the mail,
postage prepaid, or by sending such notice by prepaid telegram, telex, overnight
express courier, mailgram or facsimile. Any such notice shall be addressed to
the person to whom notice is to be given at such person's address as it appears
on the records of the Corporation. The notice shall be deemed given (i) in the
case of hand delivery, when received by the person to whom notice is to be given
or by any person accepting such notice on behalf of such person, (ii) in the
case of delivery by mail, upon deposit in the mail, (iii) in the case of
delivery by overnight express courier, when dispatched, and (iv) in the case of
delivery via telegram, telex, mailgram or facsimile, when dispatched.

         (b) Without limiting the manner by which notice otherwise may be given
effectively to stockholders, any notice to stockholders given by the Corporation
under any provision of the Delaware General Corporation Law, the Certificate of
Incorporation, or these Bylaws shall be effective if given by a form of
electronic transmission consented to by the stockholder to whom the notice is
given. Any such consent shall be revocable by the stockholder by written notice
to the Corporation. Any such consent shall be deemed revoked if (i) the
Corporation is unable to

                                       14
<PAGE>   15


deliver by electronic transmission two consecutive notices given by the
Corporation in accordance with such consent and (ii) such inability becomes
known to the Secretary or an Assistant Secretary of the Corporation or to the
transfer agent, or other person responsible for the giving of notice; provided,
however, the inadvertent failure to treat such inability as a revocation shall
not invalidate any meeting or other action. Notice given pursuant to this
Section 7.1(b) shall be deemed given: (i) if by facsimile telecommunication,
when directed to a number at which the stockholder has consented to receive
notice; (ii) if by electronic mail, when directed to an electronic mail address
at which the stockholder has consented to receive notice; (iii) if by a posting
on an electronic network together with separate notice to the stockholder of
such specific posting, upon the later of (A) such posting and (B) the giving of
such separate notice; and (iv) if by any other form of electronic transmission,
when directed to the stockholder.

         (c) An affidavit of the Secretary or an Assistant Secretary or of the
transfer agent or other agent of the Corporation that the notice has been given
in writing or by a form of electronic transmission shall, in the absence of
fraud, be prima facie evidence of the facts stated therein.

         Section 7.2: Waiver of Notice. Whenever notice is required to be given
under any provision of these Bylaws, a written waiver of notice, signed by the
person entitled to notice, or waiver by electronic transmission by such person,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders, directors or members of a committee of directors need be
specified in any waiver of notice.

                                  ARTICLE VIII

                              INTERESTED DIRECTORS

         Section 8.1: Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof that
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (i) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; (ii) the material
facts as to his, her or their relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (iii) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or ratified by the
Board of Directors, a committee thereof, or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.


                                       15
<PAGE>   16

                                   ARTICLE IX

                                  MISCELLANEOUS

         Section 9.1: Fiscal Year. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

         Section 9.2: Seal. The Board of Directors may provide for a corporate
seal, which shall have the name of the Corporation inscribed thereon and shall
otherwise be in such form as may be approved from time to time by the Board of
Directors.

         Section 9.3: Form of Records. Any records maintained by the Corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on or by means of, or be in the form of,
diskettes or any other information storage device or method, provided that the
records so kept can be converted into clearly legible paper form within a
reasonable time. The Corporation shall so convert any records so kept upon the
request of any person entitled to inspect such records pursuant to any provision
of the Delaware General Corporation Law.

         Section 9.4: Reliance Upon Books and Records. A Director or officer
shall be deemed to have acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, to have had no reasonable
cause to believe that his conduct was unlawful, if his action is based on the
records or books of account of the Corporation or another enterprise, or on
information supplied to him by the officers of the Corporation, a committee of
the Board, or another enterprise in the course of their duties, or on the advice
of legal counsel for the Corporation or another enterprise or on information or
records given or reports made to the Corporation or another enterprise by an
independent certified public accountant or by an appraiser or other expert
selected with reasonable care by the Corporation or another enterprise.

         Section 9.5: Certificate of Incorporation Governs. In the event of any
conflict between the provisions of the Corporation's Certificate of
Incorporation and Bylaws, the provisions of the Certificate of Incorporation
shall govern.

         Section 9.6: Severability. If any provision of these Bylaws shall be
held to be invalid, illegal, unenforceable or in conflict with the provisions of
the Corporation's Certificate of Incorporation, then such provision shall
nonetheless be enforced to the maximum extent possible consistent with such
holding and the remaining provisions of these Bylaws (including without
limitation, all portions of any section of these Bylaws containing any such
provision held to be invalid, illegal, unenforceable or in conflict with the
Certificate of Incorporation, that are not themselves invalid, illegal,
unenforceable or in conflict with the Certificate of Incorporation) shall remain
in full force and effect.


                                       16
<PAGE>   17

                                    ARTICLE X

                                    AMENDMENT

         Section 10.1:     Amendments.

         Stockholders of the Corporation holding at least sixty-six and
two-thirds percent (66-2/3%) of the Corporation's outstanding voting stock then
entitled to vote at an election of directors shall have the power to adopt,
amend or repeal Bylaws. To the extent provided in the Corporation's Certificate
of Incorporation, the Board of Directors of the Corporation shall also have the
power to adopt, amend or repeal Bylaws of the Corporation.




                                       17
<PAGE>   18
                           AMENDED AND RESTATED BYLAWS

                                       OF

                                MACROMEDIA, INC.

                             a Delaware corporation

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>                        <C>                                                                          <C>
ARTICLE I - STOCKHOLDERS

         Section 1.1:      Annual Meetings.......................................................        1

         Section 1.2:      Special Meetings......................................................        1

         Section 1.3:      Notice of Meetings....................................................        1

         Section 1.4:      Adjournments..........................................................        1

         Section 1.5:      Quorum................................................................        2

         Section 1.6:      Organization..........................................................        2

         Section 1.7:      Voting; Proxies.......................................................        2

         Section 1.8:      Fixing Date for Determination of Stockholders of Record...............        3

         Section 1.9:      List of Stockholders Entitled to Vote.................................        3

         Section 1.10:     Action by Written Consent of Stockholders..............................       4

         Section 1.11:     Inspectors of Elections...............................................        5

         Section 1.12:     Notice of Stockholder Business; Nominations...........................        6

ARTICLE II - BOARD OF DIRECTORS

         Section 2.1:      Number; Qualifications................................................        8

         Section 2.2:      Election; Resignation; Removal; Vacancies.............................        8

         Section 2.3:      Regular Meetings......................................................        8

         Section 2.4:       Special Meetings.....................................................        8

         Section 2.5:       Telephonic Meetings Permitted........................................        9

         Section 2.6:       Quorum; Vote Required for Action.....................................        9
</TABLE>



                                       i
<PAGE>   19
                          AMENDED AND RESTATED BYLAWS9

                                       OF

                                MACROMEDIA, INC.

                             a Delaware corporation

                           TABLE OF CONTENTS (CONT'D)

<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>                        <C>                                                                          <C>
         Section 2.7:       Organization.........................................................        9

         Section 2.8:       Written Action by Directors..........................................        9

         Section 2.9:       Powers...............................................................        9

         Section 2.10:      Compensation of Directors............................................        9

ARTICLE III - COMMITTEES

         Section 3.1:       Committees...........................................................        9

         Section 3.2:       Committee Rules......................................................       10

ARTICLE IV - OFFICERS

         Section 4.1:       Generally............................................................       10

         Section 4.2:       Chief Executive Officer..............................................       10

         Section 4.3:       Chairperson of the Board.............................................       11

         Section 4.4:       President............................................................       11

         Section 4.5:       Vice President.......................................................       11

         Section 4.6:       Chief Financial Officer..............................................       11

         Section 4.7:       Treasurer............................................................       11

         Section 4.8:       Secretary............................................................       12

         Section 4.9:       Delegation of Authority..............................................       12

         Section 4.10:      Removal..............................................................       12
</TABLE>



                                       ii
<PAGE>   20
                           AMENDED AND RESTATED BYLAWS

                                       OF

                                MACROMEDIA, INC.

                             a Delaware corporation

                           TABLE OF CONTENTS (CONT'D)

<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>                        <C>                                                                          <C>
ARTICLE V - STOCK

         Section 5.l:       Certificates.........................................................       12

         Section 5.2:       Lost, Stolen or Destroyed Stock Certificates;
                            Issuance of New Certificate..........................................       12

         Section 5.3:       Other Regulations....................................................       12

ARTICLE VI - INDEMNIFICATION

         Section 6.1:       Indemnification of Officers and Directors............................       12

         Section 6.2:       Advance of Expenses..................................................       13

         Section 6.3:       Enforcement..........................................................       13

         Section 6.4:       Non-Exclusivity of Rights............................................       14

         Section 6.5:       Indemnification Contracts; Insurance.................................       14

         Section 6.5:       Effect of Amendment..................................................       14

ARTICLE VII - NOTICES

         Section 7.l:       Notice...............................................................       14

         Section 7.2:       Waiver of Notice.....................................................       15

ARTICLE VIII - INTERESTED DIRECTORS

         Section 8.1:       Interested Directors; Quorum.........................................       15

ARTICLE IX - MISCELLANEOUS  .....................................................................

         Section 9.1:       Fiscal Year..........................................................       16

         Section 9.2:       Seal.................................................................       16
</TABLE>




                                      iii
<PAGE>   21
                          AMENDED AND RESTATED BYLAWS9

                                       OF

                                MACROMEDIA, INC.

                             a Delaware corporation

                           TABLE OF CONTENTS (CONT'D)

<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>                        <C>                                                                          <C>
         Section 9.3:       Form of Records......................................................       16

         Section 9.4:       Reliance Upon Books and Records......................................       16

         Section 9.5:       Certificate of Incorporation Governs.................................       16

         Section 9.6:       Severability.........................................................       16

ARTICLE X - AMENDMENT       .....................................................................

         Section 10.1:      Amendments...........................................................       17
</TABLE>





                                       iv
<PAGE>   22

                           AMENDED AND RESTATED BYLAWS

                                       OF

                                MACROMEDIA, INC.

                            (a Delaware corporation)

                             As Adopted May 3, 2001