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                                                                   EXHIBIT 10.22


                               AMENDMENT NO. 1 TO
                              CONSULTING AGREEMENT

     This Amendment No. 1 to Consulting Agreement (this "Amendment") by and
between John (Ian) Giffen ("Consultant") and Macromedia, Inc., a Delaware
corporation ("Macromedia"), with regard to that certain Consulting Agreement,
dated as of February 1, 1998, between Consultant and Macromedia (the
"Agreement"), shall be effective as of March 31, 2000 (the "Effective Date").

                                    RECITALS

     WHEREAS, Macromedia and Consultant entered into the Agreement pursuant to
which Consultant has provided certain consulting services to Macromedia; and

     WHEREAS, Macromedia and Consultant desire to amend the Agreement as set
forth herein;

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
agreements, provisions and covenants contained in the Agreement, the parties
hereby agree, pursuant to Section 10(f) of the Agreement, as follows:

     Section 1. Amendment to the Agreement. As of the Effective Date, the
Agreement is amended as set forth in this Section 1.

          1.1. Section 1(a): Section 1(a) of the Agreement is amended by
     deleting in its entirety the phrase "spend approximately three days per
     month on site at the Company in San Francisco, attend (in person or by
     telephone) all Company board and audit committee meetings," in the second
     sentence thereof.

          1.2 Section 1(b): Section 1(b) of the Agreement is amended by deleting
     in its entirety the phrase "occupy approximately 30% of Consultant's
     available working hours during the Consultancy Period" in the second
     sentence thereof and replacing it with the phrase "require Consultant to
     spend approximately three days per month".

          1.3 Section 1(c): Section 1(c) of the Agreement is amended by deleting
     in its entirety the phrase "3 years" in the first sentence thereof and
     replacing it with the phrase "6 years".

          1.4 Section 1(d): Section 1(d) of the Agreement is amended by deleting
     in its entirety the phrase "during the Consultancy Period" in the first
     sentence thereof and replacing it with the phrase "from the Effective Date
     until March 31, 2000, and Four Thousand One Hundred Sixty Seven U.S.
     dollars ($4,167.00 U.S.) on the first day of each month from April 1, 2000
     until the end of the Consultancy Period"

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     Section 2. No Effect on Remaining  Provisions.  Except as amended by this
Amendment,  the provisions of the Agreement  remain in full force and effect.

     Section 3. Miscellaneous Provisions.

          3.1 This Amendment may be executed in one or more counterparts each of
which shall be deemed an original instrument, but all of which together shall
constitute but one and the same Amendment.

          3.2 This Amendment shall be governed by, and construed in accordance
with, the laws of the State of California without reference to its choice of law
rules.

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     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment as of the Effective Date.

                                JOHN (IAN) GIFFEN



                                (signature)
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                                Name
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                                Title
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                                MACROMEDIA, INC.



                                By (signature)
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                                Name
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                                Title
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           [Signature page to Amendment No. 1 to Consulting Agreement]