<PAGE>


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM 10-K

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
        SECURITIES EXCHANGE ACT OF 1934
        For the Fiscal Year Ended: November 30, 1998

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
        SECURITIES EXCHANGE ACT OF 1934
        For the transition period from               to

                         Commission File Number: 0-14779
                                 MEDIA 100 INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                04-2532613
    (State or other jurisdiction of      (I.R.S. Employer Identification Number)
     organization or incorporation)

                           290 DONALD LYNCH BOULEVARD
                      MARLBOROUGH, MASSACHUSETTS 01752-4748
          (Address of principal executive offices, including zip code)

                                 (508) 460-1600
              (Registrant's telephone number, including area code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                     (NONE)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                          COMMON STOCK, $0.01 PAR VALUE

       Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                    Yes  [X]                                       No  [   ]

       Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Registration S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

       The aggregate market value of voting stock held by non-affiliates of the
registrant was $42,508,979 as of February 12, 1999. The number of shares of
Common Stock outstanding, $0.01 par value, as of February 12, 1999 was
8,294,435.

                       DOCUMENTS INCORPORATED BY REFERENCE

       The information required in response to certain portions of Part III of
Form 10-K is hereby incorporated by reference to the specified portions of the
registrant's Proxy Statement for the Annual Meeting of Stockholders to be held
on April 14, 1999.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>


                                     PART I



       This Report includes a number of forward-looking statements which reflect
the Company's current views with respect to future events and financial
performance. These forward-looking statements are subject to certain risks and
uncertainties, including those discussed in "Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations - Certain Factors That
May Affect Future Results" and elsewhere in this Report, that could cause actual
results to differ materially from historical results of those currently
anticipated. In this Report, the words "anticipates," "believes," "expects,"
"intends," "future" and similar expressions identify forward-looking statements.
Readers are cautioned not to place undo reliance on these forward-looking
statements, which speak only as of the date hereof.


ITEM 1.             BUSINESS


COMPANY OVERVIEW


       Media 100 Inc., a Delaware corporation, (the "Company") was incorporated
in 1973. The Company develops, markets, sells, and supports digital video
systems that enable a wide range of professional communicators in business,
education, and video post production to create complete, television-quality
video programs quickly, easily, and with great creative flexibility. The Company
markets and delivers its products to end users through a worldwide channel of
specialized value-added resellers ("VARs") that sell, assemble, and install
turnkey systems using high performance personal computers, disk drives, and
ancillary video equipment. Since the Company began first shipments of its
digital video products in 1993, it has shipped over 20,000 systems to users in
over 50 countries.


       The customers of the Company's digital video systems range the spectrum
of organizations that use video to teach, train, communicate, document, and
entertain. They include major broadcasters and media companies, regional cable
television stations, post-production facilities, independent production
companies, performing arts facilities, professional sports organizations,
university media departments, corporate training and marketing communications
departments, as well as government, hospital, religious, and charity
organizations that use video to capture, package, and deliver information. The
low cost of the Company's integrated systems compared to linear and other
nonlinear products, and the open architecture and ease of use of the systems,
make them attractive to users at businesses, schools, and other institutions.
The picture and sound output quality of the systems, recognized by many in the
industry as superior to other compression-based nonlinear systems, also make
them attractive to broadcast professionals and post-production facilities. The
Company's product design strategy is to combine low cost of ownership,
simplicity, high picture and sound quality, and an open personal computer design
to target the broadest possible range of professional video and multimedia
producers.


       Digital video systems from the Company comprise user interface
application software and specialized hardware and embedded software video
processors. The Company integrates this software and hardware to meet stringent
picture and sound quality standards established by broadcasters while giving
users real-time access ("nonlinear") to video frames for editing. This
combination of high output quality and real-time performance makes video editing
easier for users. In contrast, traditional analog editing equipment, which
relies on recording, storing, and manipulating video using video tape, cannot
support real-time editing. To locate video frames for editing, the video editor
must slowly wind the video tape forward or backward mechanically ("linear").
Even in fast forward or fast rewind mode, the linear process of poring over
video tape is slow and cumbersome compared to instantly accessing video frames
from a personal computer disk drive. In addition, video tape editing systems
require users to separately purchase, assemble, learn to operate, and maintain
numerous pieces of physical equipment, including multiple video tape recorders,
time base correctors, an edit controller, switcher, separate effects devices,
and a sound mixing console, which is more expensive and difficult than using a
digital video system from the Company. Users have found that disk-based digital
video systems give them high quality output, allow them to edit video in real
time, fit on top of a desktop, cost less, require no more training than other
personal computer software, and engender productive, creative work.



                                       2
<PAGE>


MARKET


       Digital video technology is changing how traditional video and
computer-based multimedia programs are created and distributed. Much as personal
computer-based desktop publishing changed the technology and economics of offset
printing, and made it possible for individuals to create their own publications
easily and affordably, new personal computer-based digital video systems are
enabling an increasing number of individuals to create complete,
broadcast-quality video programs themselves. The Company believes that, as the
prices of digital video systems, personal computers and hard disk memory
decrease, increasing numbers of businesses, schools, and new media companies
will adopt digital video technology, and digital video authoring may become a
core personal computer application much as word processing and page layout are
today.


       The Company divides its end users into three broad tiers of digital video
systems: broadcast and post-production facilities; businesses and institutions;
and consumers.


BROADCAST AND POST-PRODUCTION FACILITIES


       The Company uses the term broadcast and post-production facilities to
include film studios, national and regional over-the-air television
broadcasters, large cable television stations, and the independent facilities
that provide creative and equipment services for post production to
broadcasters, major corporations that use television for advertising, and major
advertising agencies that produce television advertising. Historically, this
part of the market has used nonlinear systems for offline editing, which the
Company does not target directly. The Company does provide products to this
segment of the market for short-form editing projects that are online and
involve adding high-quality graphics and effects to the video; in addition, the
Company provides products for long-form documentary applications where low cost,
equipment mobility, and ease of use are essential requirements. The Company also
markets its products to smaller post-production facilities and to many cable
television facilities where online picture quality and compatibility with
third-party graphics and effects software are essential requirements.


BUSINESSES AND INSTITUTIONS


       The Company uses the term business and institutions to include
corporations, schools, government facilities, and nonprofit organizations that
create video programs to train, teach, promote, document, and entertain. The
Company targets these users directly. These users require real-time online
picture and sound output, simplicity, compatibility with third party software
from companies like Adobe Systems Incorporated, and affordable ownership.
Increasingly, these customers also require digital video systems that can
operate on the Windows NT as well as Macintosh platform with the ability to use
the platforms together compatibly. The Company believes that the business and
institution user includes a potential source of new users who currently
out-source their video production requirements. The Company's future growth will
depend, in part, on the rate at which existing users convert to digital editing
processes and the rate at which new users adopt digital video systems as a
communications resource. For a further discussion of the risks and uncertainties
associated with the emerging corporate and institutional users of digital video
products, see "Certain Factors That May Affect Future Results" included in Part
II, Item 7 of this Annual Report on Form 10-K.


CONSUMERS


       The Company uses the term consumer to include individuals, businesses,
and institutions that use analog or new digital DV camcorders to record video to
video tape. They need to edit the video they record at low cost and without
complication. These customers may attach a personal computer to their camcorder
or video tape recorder through the use of available add-on cards and cables
solely to manipulate the "play," "fast forward," and "rewind" controls from the
personal computer user interface. This video tape-based system is popular for
its low cost and compatibility with consumer camcorders and VCRs, but is linear
and thus limited in capability and ease of use. Consumer users are only
beginning to contemplate the move to editing systems that store and edit video
digitally on disk; the Company does not currently target these users with its
current products. The Company believes that while these users hold future
potential, the cost of high performance personal computers and disk drives for
storage is at this time an impediment to real-time, disk-based solutions.



                                       3
<PAGE>



      The market for the Company's products is characterized by rapidly
changing technology, evolving industry standards, and frequent new product
introductions. The Company's future success will depend in part upon its ability
to enhance its existing products and to introduce new products and features in a
timely manner to address customer requirements, respond to competitive
offerings, adapt to new emerging industry standards and take advantage of new
enabling technologies that could render the Company's existing products
obsolete. In particular, the Company is developing new products that will
operate on Microsoft's Windows NT operating system. For a further discussion of
the risks and uncertainties associated with new product development and product
introductions and transitions, see "Certain Factors That May Affect Future
Results" included in Part II, Item 7 of this Annual Report on Form 10-K.


STRATEGY

         Media 100's mission is to be the leading supplier of digital video
systems to organizations that communicate with video. Fundamental to the
Company's strategy is to simplify working with video as a means to attracting
many new users to creating video programs with its products. The Company
develops its solutions with an emphasis on instant access to video, direct
output of high quality results, use of off-the-shelf personal computers and
peripherals, use of an open architecture that supports interoperability with
other applications that are essential to our users, and sales through a network
of independent resellers who can provide local support and systems integration
assistance. While developing to these fundamentals, the Company plans to take
advantage of three major technology trends in the market place: the increasing
use of the Windows NT platform, new digital standards for capturing video, and
integrated tools supporting composited effects, graphics, and animation.

WINDOWS NT PLATFORM

         The Company has announced a major research and development ("R&D")
expansion to develop multiple new Windows NT products, while continuing to
develop its products that use Apple Computer Inc.'s ("Apple") Macintosh computer
("Macintosh") as a platform. Historically, all of the Company's products have
been designed for and sold to users of Macintosh products as Apple products have
been the preferred platform among the Company's target users. The Company
believes a growing number of its users want platform choice, particularly as
powerful new graphics and effects applications that complement video editing are
introduced on Windows NT. In April 1998 at the National Association of
Broadcasters show in Las Vegas, the Company announced the Finish product line
for Windows NT. The Company plans to begin first shipments of the Finish
products in the first half of 1999. In addition, in August 1998, the Company
began shipping the Media 100 qx and Media 100 qxc entry-level product set for
Windows NT, marking the first shipments of products using the Windows NT
platform from the Company. In 1999, the Company expects sales of its new Windows
NT-based systems, along with continued sales of its products that use Macintosh
products, to generate many new customers and engender new channel partnerships.


DV AND SDI - NEW DIGITAL STANDARDS

         The Company is planning to build support into its product lines for new
digital standards for capturing video into its systems and transporting video
between its systems and other digital equipment. Many of the Company's customers
are adopting the emerging DV ("Firewire" or "IEEE-1394") format, which offers
high quality at relatively low cost, and/or the serial digital input/output
("SDI" or "SMPTE 259") format, which is high quality and widely accepted by
broadcast and post-production facilities for recording video and transporting it
within the facility environment. The Company plans to give users real-time,
high-quality input and output using digital DV cameras as well as support for
higher-performance SDI devices, such as cameras, video tape recorders, facility
routing systems, and effects devices.


CONTENT CREATION

         As part of its expanded R&D effort, the Company plans to give users
integrated tools supporting composited effects, graphics, and animation, with
support for higher picture quality and real-time processing. The strategy of the
Company is to help advanced video and multimedia producers create content-rich
media affordably for major new growth mediums such as the Internet, DVD, and
cable television. By making content creation possible and practical on desktop
computers, the Company believes it can provide users greater creative freedom


                                       4
<PAGE>


and control to grow their businesses. To date, much of this work requires
expensive workstations that use the Unix operating system and are complex for
the emerging mediums, like cable or the Internet, or corporate communications
and education. The Company believes its effort to develop content creation
capability will expand the addressable market for its products and empower its
channel of resellers with high-value systems to sell.


PRODUCTS


         The Company offers three primary product lines: the Finish product
line, which is new and planned for shipment in the first half of 1999 in support
of Windows NT users; the Media 100 product line, which is the Company's original
product line using Macintosh products as a platform that it has continuously
developed and improved since 1993; and Entry Systems, which feature Media 100 qx
and Media 100 qxc for Windows NT and Macintosh users. In addition, the Company
offers a fourth product line of services called Platinum for technical support,
automatic free software upgrades, fast hardware swaps, and extended warranties.

<TABLE>
<CAPTION>

FINISH PRODUCT LINE - WINDOWS NT PLATFORM
------------------------------- ---------------------------- ---------------------------- ----------------------------

           Product               Date of First Shipment by    Representative U.S. List         Product Features
                                         Media 100                      Price
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

<S>                             <C>                          <C>                          <C>                         

Finish V80                      Fiscal 1999 (1)              $19,995                      High performance video
                                                                                          production: online
                                                                                          broadcast editing and
                                                                                          real-time dual-stream
                                                                                          effects
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

Finish V60                      Fiscal 1999 (1)              $14,995                      Complete video production
                                                                                          system: real-time audio
                                                                                          processing, static chroma
                                                                                          and luma key
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

Finish V40                      Fiscal 1999 (1)              $9,995                       Long-form editing system
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

Finish V20                      Fiscal 1999 (1)              $4,995                       Assembly system
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

DV Option                       Fiscal 1999 (1)              $2,995                       Add-on for real-time
                                                                                          transport of DV
                                                                                          (IEEE-1394) video
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

SDI Option                      Fiscal 1999 (2)              $4,495                       Add-on for serial digital
                                                                                          I/O equipment
------------------------------- ---------------------------- ---------------------------- ----------------------------

</TABLE>

(1)  The Company anticipates that commercial shipments of the Finish product
     line and DV Option for Finish will begin in the first half of fiscal 1999.

(2)  The Company anticipates that commercial shipments of SDI Option for Finish
     will begin in the second half of fiscal 1999.


                                       5
<PAGE>

<TABLE>
<CAPTION>

MEDIA 100 PRODUCT LINE - MACINTOSH PLATFORM

------------------------------- ---------------------------- ---------------------------- ----------------------------

           Product               Date of First Shipment by    Representative U.S. List         Product Features
                                         Media 100                      Price
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <C>                         

Media 100 xr                    November 1998 (1)            $19,995                      High performance video
                                                                                          production: online
                                                                                          broadcast editing and
                                                                                          real-time dual-stream
                                                                                          effects
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

Media 100 xs                    November 1998 (1)            $14,995                      Complete video production
                                                                                          system: real-time 8-track
                                                                                          audio processing, static
                                                                                          chroma and luma key
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

Media 100 xe                    November 1998 (1)            $12,995                      Real-time graphics system:
                                                                                          insert/assemble editing;
                                                                                          uncompressed alpha
                                                                                          channel; EDL support
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

Media 100 lx                    November 1998 (1)            $9,995                       Editing with component
                                                                                          video connections
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

Media 100 le                    November 1998 (1)            $5,995                       Entry-level real-time
                                                                                          editing
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

DV Option                       November 1998                $2,995                       Add-on for real-time
                                                                                          transport of DV
                                                                                          (IEEE-1394) video
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

SDI Option                      Fiscal 1999 (2)              $4,495                       Add-on for serial digital
                                                                                          I/O equipment
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

(1)    Version 5.0 release.
(2)    The Company anticipates that commercial shipments of SDI Option for Media
       100 will begin in the first half of fiscal 1999.

<TABLE>
<CAPTION>

ENTRY SYSTEMS - WINDOWS NT/MACINTOSH PLATFORMS

------------------------------- ---------------------------- ---------------------------- ----------------------------

           Product               Date of First Shipment by    Representative U.S. List         Product Features
                                         Media 100                      Price
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <C>                         

Media 100 qxc                   July 1998-Macintosh (1)      $3,995                       Real-time editing with
                                                                                          bundled Adobe Premiere
                                                                                          version 5.0; component
                                August 1998-Windows NT                                    connections
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

Media 100 qx                    July 1998-Macintosh (1)      $1,995                       Real-time editing with
                                                                                          bundled Adobe Premiere
                                                                                          version 5.0; S-video
                                August 1998-Windows NT                                    connections
------------------------------- ---------------------------- ---------------------------- ----------------------------

</TABLE>

                                       6
<PAGE>

(1) Shipping with Adobe Premiere version 5.0.


FINISH PRODUCT LINE

         Finish is the name of the Company's new product line of high
performance Windows NT digital video systems, which the Company plans to begin
shipping in the first half of 1999. The Finish product line is planned to a
range of high performance products that will support the ITU-R BT.601 digital
television standard, including the broadcast resolution and aspect ratio
provisions. The Finish systems comprise new PCI hardware technology for
capturing video simultaneously with either digital DV or analog Betacam video
equipment and operate with a user interface derived from the current Media 100
software design.

MEDIA 100 PRODUCT LINE

         The Company began first shipments of the version 5.0 release of the
Media 100 product line in November 1998. Previously, the Company was shipping
the version 4.5 release, which had commenced originally in March 1998. This
release featured the introduction of the Company's new P6000 PCI hardware that
gives users the option of adding broadcast-quality support for new digital DV
cameras to the existing support Media 100 systems provide for Betacam broadcast
equipment. In addition, the new version 5.0 Media 100 product line also
introduced advanced broadcast-oriented features like wide-screen television 16:9
aspect ratio, improved integration with effects software, new character
generation features, and support for advanced editing and better media
management. In fiscal 1998, 1997, 1996 net sales of the Media 100 product line
accounted for 80%, 82% and 84%, respectively.


ENTRY-SYSTEMS PRODUCT LINE

         In July 1998, the Company began first shipments of the version 5
release of Media 100 qx and Media 100 qxc for Macintosh. This product set
comprises the Company's entry-systems product line. For their user interface,
they utilize the Adobe Premiere 5.0 application, which is the newest version of
the low cost video editing standard in the industry. In August, the Company
shipped the same Media 100 qx and Media 100 qxc product pair for Windows NT,
marking the Company's first product shipments supporting Windows NT. Users of
Media 100 qx and qxc are able to upgrade later to a Finish product on Windows NT
or to a Media 100 product on Macintosh if they desire more advanced capability.
In fiscal 1998, 1997, 1996 net sales of the entry-systems product line accounted
for 11%, 10% and 14%, respectively.



PLATINUM SUPPORT SERVICES


         Platinum Support Services comprise technical support and service
packages offered to customers for an annual fee. Customers purchase Platinum
packages with options such as: toll-free telephone technical support (either
during business hours, five days a week, or 24 hours per day, seven days a
week); automatic free software updates; temporary replacement hardware; extended
warranty; and a quarterly newsletter. In addition, the Company has from time to
time offered hardware upgrades, replacement hardware, and new products to
Platinum subscribers at preferred prices. The Company has also introduced the
Platinum One-Stop service, in which subscribers can obtain telephone technical
support for compatible third-party products integrated with their digital video
system.



         The Company develops all its products as open systems to work directly,
easily, reliably, and at high quality with other software applications,
different host computer systems, peripherals, and video equipment. The Company's
open system design also facilitates utilization of value-added resellers ("VAR")
as a sales channel. The VAR's regard as a business opportunity the configuration
and sales of turnkey solutions to meet end user requirements. Therefore,
although it sells hardware that integrates with personal computers, the Company
does not typically resell the commodity personal computers and peripherals
itself that are integral to its digital video workstations. However, to ensure
its systems are configured properly with the highest quality and latest
computers and peripherals, the Company employs a formal continuous process of
working with computer, disk storage, and various other peripherals suppliers to
test, authorize, and promote specific configurations to the reseller channel.
The Company believes this process fosters integral relations between the Company
and its channel as well as a positive reputation for reliability among end
users. In addition, the Company sells its Platinum services to its end 


                                       7
<PAGE>

users, which enables the Company to talk directly to the end users of its
products all over the world, and provide a direct means for capturing and
quantifying end user satisfaction with its products, channel partners, and
services.


TECHNOLOGY AND PRODUCT FEATURES


       The Company has designed its products as integrated software and hardware
systems that offer high performance on a personal computer. The basic
performance of its software and hardware produces broadcast-quality picture and
compact disc-quality sound, with an open system design. The Company's control of
the development, design and manufacturing of both the software and hardware of
its products allows it to conform one to the other, specifically and solely to
support the user requirements of the target market.


       The Company's systems comprise two general categories of software: a user
interface application level of software; and embedded system software, which
controls real-time data movement in concert with the host computer operating
system, while also serving to control hardware functions as an intermediary
between the application and the hardware circuits. This software design shields
users from technical concerns while providing efficient, reliable management
over numerous, simultaneous low-level computing tasks. In addition, the
Company's user interface provides a means for accessing other applications to
bring graphics or specialized video and audio effects processing into the hub
editing environment. The Company believes its application software is
strategically valuable because it is at the center of its users' workflow.


       Each of the Company's systems use a digital video hardware engine
designed and manufactured by the Company specifically to support essential video
and audio processing functions. The hardware engine comprises one or two PCI
cards that fit into the backplane of either a Windows NT or Macintosh computer.
The hardware includes broadcast-quality video input and output decoder/encoder
subsystems, a proprietary, dynamically-variable compression subsystem, a 16-bit
eight-track compact disc-quality digital audio subsystem, and two high-speed
32-bit microprocessors responsible for transferring digital audio and video
data, at throughput rates of up to 30 megabytes per second, inside the host
computer's central processing unit ("CPU"). The Company's hardware engine is the
primary technical facilitator of real-time, nonlinear performance with output
that provides broadcast-quality video and compact disc-quality audio. The
Company's auxiliary HDRfx effects card, when used in conjunction with a core
digital video hardware engine, enables the processing of a second stream of
video of similar quality. The output video is 30 frames per second, 60 fields
per second (NTSC) or 25 frames per second, 50 fields per second (PAL) and
synchronized with up to eight tracks of audio.


SALES AND DISTRIBUTION


       The Company sells its products primarily through a worldwide channel of
approximately 450 independent value-added resellers in over 50 countries. The
Company also markets and sells software upgrades and its Platinum technical
support services directly to end users. In the United States, the Company sells
through a network of specialized VARs who integrate and support Media 100
systems sales. For a further discussion of the risks and uncertainties
associated with the Company's dependence on an indirect sales channel of
independent VAR's, see "Certain Factors That May Affect Future Results" included
in Part II, Item 7 of this Annual Report on Form 10-K.

       Internationally, the Company has adopted the same indirect sales channel.
In the United Kingdom, France, Germany and Italy, the Company has subsidiaries
which manage VAR networks or contract with distributors who in turn establish
VAR networks of their own. Elsewhere, the Company sells through distributors,
which act as VARs or manage VAR networks in their respective territories. Sales
of Media 100 products outside of North America represented approximately 44%,
44% and 38% of the Company's net sales from continuing operations for fiscal
years 1998, 1997 and 1996, respectively. For additional information as to
revenue and assets by geographic location, see Note 8 in the Notes to
Consolidated Financial Statements. For a further discussion of the risks and
uncertainties associated with international operations, see "Certain Factors
That May Affect Future Results" included in Part II, Item 7 of this Annual
Report on Form 10-K.


                                       8
<PAGE>
COMPETITION


       The digital video systems market is highly competitive with a large
number of suppliers providing different types of products, both video tape-based
linear editing systems and disk-based nonlinear systems such as the Company's
products, to different segments of the market, and is characterized by
continuous pressure to reduce prices, incorporate new features, and improve
functionality.


       The Company encounters competition primarily from Accom, Inc., Avid
Technology, Inc., Discreet Logic Inc., Pinnacle Systems, Inc. and Truevision,
Inc. in both the market of broadcast and post-production users and the market of
business and institutional users. Competition also comes from comparably sized
or smaller competitors, such as FAST Electronic GmbH and Matrox Electronic
Systems Ltd., as well as from much larger vendors, such as Apple, Matsushita
Electric Industrial Company Ltd. ("Matsushita"), Microsoft Corporation
("Microsoft") and Sony Corporation ("Sony"), which have either introduced or
announced plans to introduce digital, nonlinear systems. Because the digital
video market is new and still evolving, it is difficult to predict future
sources of competition; however, competitors are likely to include larger
vendors, such as Apple, Matsushita, Microsoft and Sony. Many of these
competitors have substantially greater financial, technical and marketing
resources than the Company. For a further discussion of the risks and
uncertainties associated with the competitive landscape for the Company's
products, see "Certain Factors That May Affect Future Results" included in Part
II, Item 7 of this Annual Report on Form 10-K.


RESEARCH AND DEVELOPMENT


       The Company invests in research and development for new products and for
enhancements to its existing products. The Company employed, as of February 12,
1999, 86 full-time employees whose primary duties relate to product development.
Outside firms and consultants are selectively engaged to develop or assist with
development of products when favorable opportunities exist. In order to compete
successfully, the Company must attract and retain qualified personnel and
maintain a program of improvement of existing products, as well as the
development of new products. For a further discussion of the risks and
uncertainties associated with new product development, see "Certain Factors That
May Affect Future Results" included in Part II, Item 7 of this Annual Report on
Form 10-K.


       For the fiscal years ended November 30, 1998, 1997 and 1996, the Company
invested approximately $16,414,000, $8,508,000 and $6,227,000, respectively, on
the development of enhancements to its existing products and the development of
new products.


MANUFACTURING


       The Company's manufacturing operations consist primarily of manufacturing
and testing of printed circuit assemblies, final product assembly, quality
assurance and shipping, and are conducted at its facility located in Marlboro,
Massachusetts. The Company believes that its control of manufacturing
significantly contributes to hardware design improvements, allows for quicker
development of products for shipment to market, and results in superior product
quality. The Company periodically assesses its production efficiencies against
the benefits of out-sourcing certain hardware production.


       Components used in the assembly of the Company's hardware products are
generally available from several distributors and manufacturers. However, the
Company is dependent on single or limited source suppliers for several key
components used in its products that have no ready substitutes, including
various audio and video signal processing integrated circuits manufactured in
each case only by Crystal Semiconductor Corp., Raytheon Company, LSI Logic
Corp., Philips Semiconductors or Zoran Corp. The availability of many of these
components is dependent on the Company's ability to provide suppliers with
accurate forecasts of its future requirements, and certain components used by
the Company have been subject to industry-wide shortages. For a further
discussion of the risks and uncertainties associated with the Company's
dependence on single or limited source suppliers, see "Certain Factors That May
Affect Future Results" included in Part II, Item 7 of this Annual Report on Form
10-K.


                                       9
<PAGE>


PROPRIETARY RIGHTS


       The Company's ability to compete successfully and achieve future revenue
growth will depend, in part, on its ability to protect its proprietary
technology and operate without infringing the rights of others. The Company
relies on a combination of patent, copyright, trademark and trade secret laws
and other intellectual property protection methods to protect its proprietary
technology. In addition, the Company generally enters into confidentiality
agreements with its employees and with third parties with whom it shares its
proprietary information, and limits access to and distribution of such
information. The Company owns four United States patents, expiring in 2013, and
has five pending patent applications in the United States, none of which the
Company believes is material. Although the Company pursues a policy of obtaining
patents for appropriate inventions, the Company believes that its success
depends primarily on the proprietary know-how, innovative skills, technical
competence and marketing abilities of its employees, rather than upon the
ownership of patents.


       Certain technology used in the Company's products is licensed from third
parties on a royalty-bearing basis. Such royalties have not been, and are not
expected to be, material. Generally, such agreements grant to the Company
non-exclusive, worldwide rights to the subject technology and are either
renewable on a periodic basis or provide for fully paid-up non-cancellable
rights upon the receipt of certain aggregate payments. In certain cases the
licensor may terminate the license for convenience, although the Company
believes that the effect of any such termination would not be material.


       For a further discussion of the risks and uncertainties associated with
proprietary rights in the Company's industry and certain pending litigation, see
Item 3 and "Certain Factors That May Affect Future Results" included in Part II,
Item 7 of this Annual Report on Form 10-K.


BACKLOG


       Most customers (VARs) order products on an as-needed basis relying, in
the case of most products, on the Company's five-day delivery capability. As a
result, the Company believes that its backlog at any point in time is not
indicative of its future sales.


EMPLOYEES


       As of February 12, 1999, the Company employed approximately 237 persons
worldwide. None of the employees is represented by a labor union. The Company
believes it has good relations with its employees.


       Competition for employees with the skills required by the Company is
intense in the geographic areas in which the Company's operations are located.
The Company believes that its future success will depend on its continued
ability to attract and retain qualified employees, especially in research and
development.


DATA TRANSLATION SPIN OFF


       On July 30, 1996, the Company, then named Data Translation, Inc.,
announced its intention to focus solely on the digital video business. The
Company formed a subsidiary, Data Translation II, Inc. ("DTI") to comprise its
legacy scientific business. In addition, on November 11, 1996, the Company sold
substantially all of the assets associated with its United Kingdom-based
distribution business. On December 2, 1996, the Company distributed all of the
shares of DTI as a dividend to the Company's stockholders (the "Spin-Off") in a
ratio of one share of DTI common stock for every four shares of Company common
stock. In connection with the Spin-Off, DTI adopted the original name Data
Translation, Inc. and the Company changed its name to Media 100 Inc.


       In connection with the Spin-Off and the disposal of the United
Kingdom-based distribution business, the Company's historical financial
statements and other financial information set forth herein and in the
Consolidated Financial Statements on pages F-1 to F-18 of this Annual Report on
Form 10-K, reflect the financial position, results of operations and cash flows
of the Company as continuing operations; the related financial information of
the businesses contributed to DTI and the networking distribution business has
been segregated and reclassified as discontinued operations.



                                       10
<PAGE>


       The Company reports its operations within one principal industry segment:
computer peripheral equipment. The amounts of net sales, operating profit or
loss and identifiable assets attributable to each of the Company's geographic
areas for the last three fiscal years are shown in Note 8 in the Notes to
Consolidated Financial Statements included in this Annual Report on Form 10-K.


OTHER


Media 100, Finish, P6000, Vincent, Gaudi, HDRfx and Platinum are trademarks of
Media 100 Inc. and may be registered in certain jurisdictions. All other
trademarks and registered trademarks are the property of their respective
holders, and are hereby acknowledged.


ITEM 2.             PROPERTIES


       The Company's principal executive, engineering, manufacturing and sales
operations occupy approximately 56,500 square feet in a leased facility located
at 290 Donald Lynch Boulevard, Marlboro, Massachusetts. The lease for this
facility terminates on March 31, 2002. Prior to moving into its current facility
on May 2, 1997, the Company's operations occupied approximately 31,000 square
feet in a facility which it shared with DTI located in Marlboro, Massachusetts.
Total rental expense including operating expenses pursuant to the lease
agreement charged to continuing operations with respect to the Company's current
Marlboro facility for fiscal years 1998 and 1997 was $822,000 and $542,000,
respectively, and with respect to its former Marlboro facility was $527,000, and
$546,000 for the fiscal years 1997 and 1996, respectively. Rental expense with
respect to the former Marlboro facility for fiscal 1997 reflected the Company's
pro rata portion of the rental charges and operating expenses associated with
that facility and the use by the Company of certain manufacturing equipment
belonging to DTI. The Company also occupies sales and customer support
facilities in or near Paris, France; Bracknell, England; Munich, Germany; and
Brescia, Italy.


ITEM 3.             LEGAL PROCEEDINGS


       On June 7, 1995, a lawsuit was filed against the Company by Avid
Technology, Inc. ("Avid") in the United States District Court for the District
of Massachusetts. The complaint generally alleges patent infringement by the
Company arising from the manufacture, sale, and use of the Company's Media 100
products. The complaint includes requests for injunctive relief, treble damages,
interest, costs and fees. In July 1995, the Company filed an answer and
counterclaim denying any infringement and asserting that the Avid patent in
question is invalid. The Company intends to vigorously defend the lawsuit. In
addition, Avid is seeking reissue of the patent, including claims that it
asserts are broader than in the existing patent, and these reissue proceedings
remain pending before the U.S. Patent and Trademark Office. On January 16, 1998,
the court dismissed the lawsuit without prejudice to either party moving to
restore it to the docket upon completion of all matters pending before the U.S.
Patent and Trademark Office. There can be no assurance that the Company will
prevail in the lawsuit asserted by Avid or that the expense or other effects of
the lawsuit, whether or not the Company prevails, will not have a material
adverse effect on the Company's business, operating results and financial
condition.


       From time to time the Company is involved in other disputes and/or
litigation encountered in its normal course of business. The Company does not
believe that the ultimate impact of the resolution of such other outstanding
matters will have a material effect on the Company's business, operating results
or financial condition.


ITEM 4.             SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


       There were no matters submitted to a vote of stockholders during the
fourth quarter of fiscal year 1998.


                                       11
<PAGE>


                                     PART II


ITEM 5.             MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED 
                    STOCKHOLDER MATTERS


       The common stock of the Company trades on the National Market tier of The
Nasdaq Stock Market under the symbol "MDEA." The following table sets forth, for
the periods indicated, the high and low sales prices per share of the Company's
common stock as reported on the Nasdaq National Market:

<TABLE>

       Fiscal year ended November 30,                                  HIGH             LOW   
       <S>                                                             <C>              <C>   
       1997:
         First Quarter............................................     $11 5/8           7
         Second Quarter...........................................     $  7 5/8           5 1/8
         Third Quarter............................................     $  6 7/8           4 1/8
         Fourth Quarter...........................................     $  6 7/8           4 1/2
       1998:
         First Quarter............................................     $  5 7/8           3 1/4
         Second Quarter...........................................     $5 5/16            3 6/32
         Third Quarter............................................     $  4 1/4           3 1/8
         Fourth Quarter...........................................     $4 13/16           2 1/2

</TABLE>


       The last reported sale price per share of the Company's common stock as
reported on the Nasdaq National Market on February 12, 1999 was $5.125. As of
February 12, 1999, there were 288 stockholders of record, and the Company
believes that as of such date there were approximately 2,600 beneficial owners
of the Company's common stock, based upon information provided by the Company's
transfer agent. The Company has never paid a cash dividend on its common stock,
and the Board of Directors does not anticipate paying cash dividends in the
foreseeable future.


                                       12
<PAGE>



ITEM 6..............SELECTED FINANCIAL DATA


       The selected financial data should be read in conjunction with, and are
qualified in their entirety by, the Company's consolidated financial statements,
related notes and other financial information included herein.

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
FISCAL YEARS ENDED NOVEMBER 30,
------------------------------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)        1998       1997       1996       1995       1994
------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>        <C>        <C>        <C>                

Net sales                               $  41,788 $   46,660 $   50,826 $   30,278 $   12,415
Cost of sales                              16,233     18,238     20,046     12,711      5,127
                                          --------  ---------  ---------  ---------  ---------
   Gross profit                            25,555     28,422     30,780     17,567      7,288
Operating expenses:
  Research and development                 16,414      8,508      6,227      4,806      3,780
  Selling and marketing                    15,004     16,061     15,066      9,088      4,657
  General and administrative                3,810      4,330      5,034      2,024        997
  Restructuring expense                         -        526          -          -          -
                                          --------  ---------  ---------  ---------  ---------
     Total operating expenses              35,228     29,425     26,327     15,918      9,434
                                          --------  ---------  ---------  ---------  ---------
     Operating income (loss)              (9,673)    (1,003)      4,453      1,649    (2,146)
Interest income                             1,622      1,781      1,588        771        151
                                          --------  ---------  ---------  ---------  ---------
   Income (loss) from continuing
operations before tax provision           (8,051)        778      6,041      2,420    (1,995)
Tax provision                                   -        161      1,208         75         36
                                          --------  ---------  ---------  ---------  ---------
Income (loss) from continuing             (8,051)        617      4,833      2,345    (2,031)
operations
                                          --------  ---------  ---------  ---------  ---------

Discontinued operations:
   Income (loss) from discontinued
   operations                                   -          -    (6,672)      2,426      2,351
                                          --------  ---------  ---------  ---------  ---------
     Net income (loss)                  $ (8,051) $      617 $  (1,839) $    4,771 $      320
                                          --------  ---------  ---------  ---------  ---------
                                          --------  ---------  ---------  ---------  ---------
Basic earnings (loss) per share:
   Continuing operations                  $(0.97)     $ 0.07     $ 0.60     $ 0.39    $(0.47)
   Discontinued operations                      -          -     (0.83)       0.40       0.54
                                          --------  ---------  ---------  ---------  ---------
Basic earnings (loss) per share           $(0.97)     $ 0.07   $ (0.23)     $ 0.79     $ 0.07
                                          --------  ---------  ---------  ---------  ---------
                                          --------  ---------  ---------  ---------  ---------

Diluted earnings (loss) per share:
   Continuing operations                  $(0.97)     $ 0.07    $ 0.57      $ 0.35     $(0.47)
   Discontinued operations                      -          -     (0.79)       0.36       0.54
                                          --------  ---------  ---------  ---------  ---------
Diluted earnings (loss) per share         $(0.97)     $ 0.07   $ (0.22)     $ 0.71     $ 0.07
                                          --------  ---------  ---------  ---------  ---------
                                          --------  ---------  ---------  ---------  ---------

Weighted average common shares outstanding:

Basic                                       8,273      8,148      7,993      6,058      4,367
                                          --------  ---------  ---------  ---------  ---------
                                          --------  ---------  ---------  ---------  ---------
Diluted                                     8,273      8,247      8,470      6,701      4,367
                                          --------  ---------  ---------  ---------  ---------
                                          --------  ---------  ---------  ---------  ---------


CONSOLIDATED BALANCE SHEET DATA:
FISCAL YEARS ENDED NOVEMBER 30,
(IN THOUSANDS)                             1998         1997        1996         1995          1994
                                           ----         ----        ----         ----          ----
Cash, cash equivalents and
   marketable securities              $    32,434  $    32,934  $   30,716  $    35,161  $      4,079
Working capital                            21,797       29,146      34,496       42,798         8,378
Total assets                               48,472       50,759      59,990       60,984        19,199
Total stockholders' equity                 30,473       37,843      50,065       46,909        10,984


</TABLE>


                                       13
<PAGE>


ITEM 7         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
               RESULTS OF OPERATIONS


       The following discussion includes forward-looking statements, including,
but not limited to, statements with respect to the Company's future financial
performance, operating results, plans and objectives, and actual results may
differ materially from those currently anticipated depending upon a variety of
factors, including those described below. See "Certain Factors That May Affect
Future Results" herein.


OVERVIEW


       Media 100 Inc., a Delaware corporation, (the "Company") was incorporated
in 1973. The Company develops, markets, sells, and supports digital video
systems that enable a wide range of professional communicators in business,
education, and video post production to create complete, television-quality
video programs quickly, easily, and with great creative flexibility. The Company
markets and delivers its products to end users through a worldwide channel of
specialized value-added resellers ("VARs") that sell, assemble, and install
turnkey systems using high performance personal computers, disk drives, and
ancillary video equipment. Since the Company began first shipments of its
digital video products in 1993, it has shipped over 20,000 systems to users in
over 50 countries.


RESULTS OF OPERATIONS


       The following table sets forth for the years indicated certain
consolidated statements of operations data as a percentage of net sales.

<TABLE>
<CAPTION>

FISCAL YEARS ENDED NOVEMBER 30,
                                             1998            1997           1996
                                             ----            ----           ----
<S>                                          <C>             <C>            <C> 
CONTINUING OPERATIONS
Net sales                                     100.0 %         100.0 %         100.0 %
Cost of sales                                  38.8            39.1            39.4
                                            --------       ---------      ----------
     Gross profit                              61.2            60.9            60.6
                                            --------       ---------      ----------
Operating expenses:
   Research and development expenses           39.3            18.2            12.3
   Selling and marketing expenses              35.9            34.4            29.6
   General and administrative expenses          9.1             9.3             9.9
   Restructuring expenses                         -             1.1               -
                                            --------       ---------      ----------
     Total operating expenses                  84.3            63.0            51.8
Operating income (loss)                      (23.1)           (2.1)             8.8
Interest income                                 3.9             3.8             3.1
                                            --------       ---------      ----------
Income (loss) from continuing operations
before tax provision                         (19.2)             1.7            11.9
Tax provision                                     -             0.4             2.4
                                            --------       ---------      ----------

Income (loss) from continuing operations     (19.2) %           1.3 %           9.5 %
                                             --------       ---------      ----------
                                             --------       ---------      ----------


</TABLE>

COMPARISON OF FISCAL 1998 TO FISCAL 1997


       Net sales. The Company's net sales for fiscal 1998 decreased 10.4% to
$41.8 million from $46.7 million for fiscal 1997. The decline is due primarily
to decreased unit sales of Macintosh product and the Company not having a
product available for sale on the Windows NT platform until late in the year.
The Company introduced the first of several products planned for shipment
running on the Windows NT platform in August 1998. These initial products, Media
100 qx and Media 100 qxc, utilize Adobe Premiere version 5.0, the newest version
of the low cost video editing standard in the industry, for their user
interface. Net sales from the Company's products running on the Macintosh
platform declined in 1998 from 1997 due to lower unit sales as more customers
opted to either wait until the Company introduces products running on the
Windows NT platform or chose other products from the Company's competitors. The
Company anticipates this trend of lower net sales from its Macintosh product
line will continue in the future; however, the Company believes this decline
will be more than offset by increasing net sales from its Windows NT-based
product line. Net sales from Platinum Support Services, the Company's technical


                                       14
<PAGE>


support and service products, increased in 1998 over 1997 as new customers
purchased support contracts and existing customers renewed their support
contracts.


       Net sales are recognized when products are shipped. In October 1997, the
Financial Accounting Standards Board issued the American Institute of Certified
Public Accountants Statement of Position, "Software Revenue Recognition" (SOP
97-2). SOP 97-2 provides revised and expanded guidance on software revenue
recognition and applies to all entities that earn revenue from licensing,
selling and otherwise marketing computer software. SOP 97-2 is effective for all
transactions entered into in fiscal years beginning after December 15, 1997.
The Company adopted the provisions of SOP 97-2 as of December 1, 1997.


       Net sales from customers outside of North America accounted for
approximately 44% of net sales in both fiscal 1998 and fiscal 1997. The Company
is continuing to develop its indirect distribution channels in North America,
Europe and Asia and currently anticipates that customers outside North America
will continue to account for a substantial portion of its net sales, and as a
percentage of net sales, to remain approximately the same. No customer accounted
for more than 5% of the Company's total net sales in fiscal 1998.


       Gross profit. The Company's gross profit decreased 10.1% to $25.6 million
in fiscal 1998 from $28.4 million in fiscal 1997. The decrease is due to the
lower net sales mentioned above. The gross profit as a percentage of net sales
increased to 61.2% in fiscal 1998 from 60.9% in fiscal 1997. The increase in the
gross profit as a percentage of total net sales is due to the increase in net
sales from the Company's Platinum Support Services and reductions in the cost of
key component parts used in the manufacture of the Company's hardware. Platinum
Support Services carry a higher gross profit than systems sales due to the
hardware component in the systems. The Company currently believes it will be
able to continue this trend of higher gross profit as a percentage of net sales
as the software and support services content of the average system sale
increases.


       Research and development. Research and development expenses increased
92.9% to $16.4 million in fiscal 1998 from $8.5 million in fiscal 1997. Early in
1998, the Company announced a major research and development expansion to
develop multiple new Windows NT products, while continuing to develop its
products that use Macintosh as a platform. The Company anticipates research and
development expenses will decrease in 1999, both in absolute dollars and as a
percentage of net sales, as the initial development of the new Windows NT
products is completed and they are introduced to the market. Research and
development expenses consist primarily of the cost of personnel, outside
consulting services, depreciation on capital equipment, and occupancy. The
Company capitalizes certain computer software development costs. Capitalization
of costs commences upon establishing technological feasibility. Capitalized
costs as of November 30, 1998 and 1997 were approximately $89,000. These costs
are amortized on a straight-line basis over two years, which approximates the
economic life of the product. All other research and development expenses are
expensed as incurred. Certain research and development expenditures for new
products are incurred considerably in advance of anticipated net sales related
to these products and in some cases do not generate any net sales.


       Selling and marketing. Selling and marketing expenses decreased 6.6% to
$15.0 million in fiscal 1998 from $16.1 million in fiscal 1997. Selling expenses
consist primarily of salaries and related benefits, commissions, travel,
occupancy and depreciation on capital equipment. Marketing expenses consist
primarily of salaries and related benefits, trade shows, seminars, advertising,
sales literature and lead generation activities. The decrease in selling and
marketing expenses resulted primarily from a reduction in seminars, commissions,
and advertising expenses. The Company currently anticipates that its selling and
marketing expenses will increase in absolute dollar terms but will decrease as a
percentage of net sales. The Company plans to increase selling and marketing
expenditures modestly in dollar terms, assuming an increase in sales, in 1999
over 1998 to support the roll out and promotion of the new Windows NT products
but believe this increase is expected to be more than offset by the net sales
generated from these products. The Company plans to continue to attend industry
trade shows including the National Association of Broadcasters in April 1999 and
conduct product seminars to market and promote its products. However, the
Company has no plans to increase significantly the number of trade shows it
attends nor the number of seminars it conducts and the amount of money it spends
on these activities is not expected to increase significantly in 1999.




                                       15
<PAGE>

       General and administrative. General and administrative expenses decreased
12.0% to $3.8 million in fiscal 1998 from $4.3 million in fiscal 1997. General
and administrative expenses include the cost of human resources, finance,
information technology, legal and other administrative functions of the Company.
The decrease in general and administrative expenses resulted primarily from
lower personnel costs due to attrition. The Company currently anticipates that
its general and administrative expenses in dollar terms will increase modestly
in fiscal 1999 compared to fiscal 1998 in support of the new Windows NT products
planned for shipment in the first half of the year.


       Interest income. Interest income decreased 8.9% to $1.6 million in fiscal
1998 from $1.8 million in fiscal 1997. The decrease in interest income is due to
slightly lower cash and cash equivalent balances in fiscal 1998 versus 1997 and
to a reduction in interest rates for the securities in held in the portfolio.
The Company currently anticipates interest income will decline in fiscal 1999 as
a portion of its cash balance is used to working capital requirements and the
continued funding of the research and development expenditures mentioned
previously.


       Tax  provision.  The Company did not provide for a tax  provision  in 
fiscal 1998 due to the significant net loss.


       Net income (loss). As a result of the above factors, the Company incurred
a net loss for fiscal 1998 in the amount of $ 8,051,000, or $0.97 per share,
compared to net income of $617,000, or $0.07 per share.


COMPARISON OF FISCAL 1997 TO FISCAL 1996


       Net sales. The Company's net sales for fiscal 1997 decreased 8.2% to
$46.7 million from $50.8 million for fiscal 1996. The decline is due primarily
to lower average selling prices for the Company's products that run on the
Macintosh platform, a higher percentage of the Company's unit sales coming from
its entry-level systems and the lack of a Windows NT product available for sale.
Total unit sales of systems increased 10.8% in 1997 over 1996 as the Company
introduced several new products early in the year including Media 100 le, lx,
xe, xs, and xr.


       Net sales from customers outside of North America accounted for
approximately 44% of net sales in fiscal 1997 compared to approximately 38% in
fiscal 1996. The Company is continuing to develop its indirect distribution
channels in North America, Europe and Asia and currently anticipates that
customers outside North America will continue to account for a substantial
portion of its net sales, and as a percentage of net sales, to remain
approximately the same. No customer accounted for more than 10% of the Company's
total net sales in fiscal 1997.


       Gross profit. The Company's gross profit decreased 7.7% to $28.4 million
in fiscal 1997 from $30.8 million in fiscal 1996. The decrease is due to the
lower net sales mentioned above. The gross profit as a percentage of net sales
increased to 60.9% in fiscal 1997 from 60.6% in fiscal 1996. The increase in the
gross profit as a percentage of total net sales is due to reductions in the cost
of key component parts used in the manufacture of the Media 100 hardware which
more than offset the lower average selling prices of the Company's products.


       Research and development. Research and development expenses increased
36.6% to $8.5 million in fiscal 1997 from $6.2 million in fiscal 1996. Research
and development expenses consist primarily of the cost personnel, outside
consulting services, depreciation on capital equipment, and occupancy. The
Company capitalizes certain computer software development costs. Capitalization
of costs commences upon establishing technological feasibility. Capitalized
costs as of November 30, 1997 and 1996 were approximately $89,000 and $104,000,
respectively. These costs are amortized on a straight-line basis over two years,
which approximates the economic life of the product. All other research and
development expenses are expensed as incurred. Certain research and development
expenditures for new products are incurred considerably in advance of
anticipated net sales related to these products and in some cases do not
generate any net sales. The Company has announced that it plans to increase
significantly its research and development spending in fiscal 1998 over fiscal
1997 to support the development of products running on the Windows NT platform.
This increase relates to additional research and development personnel, outside
services, consultants and depreciation on capital equipment in support of these
research and development projects.



                                       16
<PAGE>

       Selling and marketing. Selling and marketing expenses increased 6.6% to
$16.1 million in fiscal 1997 from $15.1 million in fiscal 1996. Selling expenses
consist primarily of salaries and related benefits, commissions, travel,
occupancy and depreciation on capital equipment. Marketing expenses consist
primarily of salaries and related benefits, trade shows, seminars, advertising,
sales literature and lead generation activities. The increase in selling and
marketing expenses relate primarily to expansion of the Company's support for
its indirect distribution channel in Europe. The Company plans to continue to
attend industry trade shows including the National Association of Broadcasters
and conduct product seminars to market and promote its products. However, the
Company has no plans to increase significantly the number of trade shows it
attends nor the number of seminars it conducts and the amount of money it spends
on these activities is not expected to increase significantly.


       General and administrative. General and administrative expenses decreased
14.0% to $4.3 million in fiscal 1997 from $5.0 million in fiscal 1996. General
and administrative expenses include the cost of human resources, finance,
information technology, legal and other administrative functions of the Company.
The decrease in general and administrative expenses resulted primarily from
lower legal expenses for the defense of patent infringement litigation, as
discussed in Note 6 to the Consolidated Financial Statements.


       Restructuring expense. The Company incurred restructuring expenses of
$526,000 in its third quarter of fiscal 1997 for severance and related costs
associated with a reduction of the Company's workforce. All of these expenses
have been paid out as of the end of the Company's first quarter of fiscal 1998.


       Interest income. Interest income increased 12.2% to $1.8 million in
fiscal 1997 from $1.6 million in fiscal 1996. The increase in interest income
comes from higher cash balances in fiscal 1997 versus 1996 due to positive cash
flow from operations in fiscal 1997.


       Tax provision. The tax provision decreased 86.7% to $0.2 million in
fiscal 1997 from $1.2 million in fiscal 1996. The lower tax provision reflects
utilization of research and development tax credit carryforwards and lower
income from operations in fiscal 1997.


       Net income (loss). Income (loss) from continuing operations for fiscal
1997 was $617,000, or $0.07 per share, compared to income from continuing
operations for fiscal 1996 of $4,833,000, or $0.57 per share. Income from
discontinued operations for fiscal 1997 was $0, or $0.00 per share, compared to
a loss from discontinued operations for fiscal 1996 of $6,672,000, or $0.79 per
share. Of the $6,672,000 loss from discontinued operations, expenses related to
the Spin-Off accounted for $1,500,000 and the loss on disposal of the United
Kingdom-based distribution business was approximately $2,513,000.


LIQUIDITY AND CAPITAL RESOURCES


       The Company has funded its operations to date primarily from public
offerings of equity securities and cash flows from operations. As of November
30, 1998 the Company's principal sources of liquidity included cash and cash
equivalents and marketable securities totaling approximately $32,434,000.


       During fiscal 1998, cash provided by operating activities was
approximately $1,922,000 compared to cash provided by operating activities of
approximately $9,338,000 for the same period a year ago. Cash was generated
during fiscal 1998 from a reduction in accounts receivable of $2,317,000 and
increases in accounts payable of $306,000, accrued expenses of $2,734,000 and
deferred revenue of $2,043,000. Cash was used in fiscal 1998 to fund an increase
in inventory of $271,000. In addition, the net loss consumed $8,051,000, of
which $2,925,000 represented non-cash depreciation and amortization expenses.
Net cash provided by investing activities was approximately $957,000 in fiscal
1998 compared to net cash used in investing activities of approximately
$8,261,000 (primarily for purchases of capital equipment) for the same period a
year ago. Cash provided by investing activities during 1998 was derived from the
proceeds of sales of marketable securities, net of purchases of approximately
$4,141,000. This was offset by approximately $3,184,000 of capital expenditures
for equipment and purchased software for internal use. Cash provided by
financing activities during 1998 was approximately $278,000 compared to $442,000
for the same period a year ago. In 1998, cash provided by financing activities
was partially offset by the purchase of the Company's common stock under the
common stock repurchase program announced in 


                                       17
<PAGE>

October 1998. In 1998, the Company paid $163,000 for 48,000 shares of its common
stock. All of the cash provided by financing activities in fiscal 1998 came from
proceeds from the Company's stock plans.


       The Company believes its existing cash balance, including cash
equivalents and marketable securities, will be sufficient to meet the Company's
cash requirements for at least the next twelve months.


CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS


       Except for the historical information contained herein, the matters
discussed in this Annual Report on Form 10-K are forward-looking statements, and
are based on current expectations, and involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company, or industry results, to be materially different
from those expressed in such forward-looking statements. The risks and
uncertainties associated with such statements include the following:


       SIGNIFICANT FLUCTUATIONS AND UNPREDICTABILITY OF OPERATING RESULTS. The
Company's quarterly operating results may vary significantly for a number of
reasons, including new product announcements and introductions by the Company or
its competitors, changes in pricing, and the volume and timing of orders
received during the quarter. Historically a significant percentage of the
Company's net sales has resulted from orders booked and shipped during the third
month of its fiscal quarter, a substantial portion of which occur in the latter
half of that month. The Company has also in the past experienced delays in the
development of new products and enhancements, and such delays may occur in the
future. These factors make the forecasting of revenue inherently uncertain.
Additionally, a significant portion of the Company's operating expenses is
relatively fixed, and operating expense levels are based primarily on internal
expectations of future revenue. As a consequence, quarterly operating expense
levels cannot be reduced rapidly in the event that quarterly revenue levels fail
to meet internal expectations. Therefore, if quarterly revenue levels fail to
meet internal expectations, the Company's operating results would be adversely
affected.


       CONCENTRATION OF SALES ON THE MACINTOSH PLATFORM. To date, a majority of
the Company's sales relate to a single family of products running on the
Macintosh platform. A decline in demand for these systems, or a failure of such
systems to maintain market acceptance, as a result of competition, technological
change or other factors, would have a material adverse effect on the Company's
business and operating results.


       Some of the Company's products operate only on Apple Macintosh computers.
Apple Computer Inc. has suffered business and financial difficulties during the
past several years. In addition, the Company believes that the market of users
of the Company's products increasingly views Microsoft's Windows NT operating
system as an alternative platform for new digital video products. As a result of
the foregoing, there can be no assurance that resellers and customers will not
delay purchases of Apple-based products or purchase substitute products based on
non-Macintosh operating systems, the occurrence of any of which could have a
material adverse effect on the Company's business and operating results. The
Company currently anticipates significant growth in quarterly revenues of the
Company will not occur until new products based on the Windows NT platform have
been introduced by the Company and have gained market acceptance.


       RAPID TECHNOLOGICAL CHANGE. The market for the Company's products is
characterized by rapidly changing technology, evolving industry standards and
frequent new product introductions. The Company's future success will depend in
part upon its ability to enhance its existing products and to introduce new
products and features in a timely manner to address customer requirements,
respond to competitive offerings, adapt to new emerging industry standards and
take advantage of new enabling technologies that could render the Company's
existing products obsolete. In this regard, the Company is developing new
products that will operate on the Windows NT platform. The Company currently
anticipates that some of these new products will become commercially available
during the first half of the Company's current fiscal year. The Company also
plans in fiscal 1999 to continue its investment in research and development,
primarily in connection with the development of new Windows NT-based hardware
and software products. Any delay or failure of the Company in developing such
additional new products or any delay or failure of such new products to achieve
market acceptance, as a result of competition, blocking proprietary rights of
third parties or other factors, could have a material adverse effect on the
Company's business and operating results.


                                       18
<PAGE>


       RISKS ASSOCIATED WITH DEVELOPMENT AND INTRODUCTION OF NEW PRODUCTS. New
product announcements by the Company's competitors and by the Company itself
could have the effect of reducing customer demand for the Company's existing
products. The introduction of new or enhanced products by the Company also
requires the Company to manage the transitions from existing products. New
product introductions require the Company to devote time and resources to the
training of its sales channel in the features and target customers for such new
products, which efforts could result in less selling efforts being made by the
sales channel during such training period. New product announcements or
introductions could contribute to significant quarterly fluctuations in
operating results as orders for new products commence and orders for existing
products decline.


       DEPENDENCE ON PROPRIETY TECHNOLOGY. The Company's ability to compete
successfully and achieve future revenue growth will depend, in part, on its
ability to protect its proprietary technology and operate without infringing the
rights of others. The Company has in the past received, and may in the future
continue to receive, communications suggesting that its products may infringe
patents or other intellectual property rights of third parties. The Company's
policy is to investigate the factual basis of such communications and negotiate
licenses where appropriate. While it may be necessary or desirable in the future
to obtain licenses relating to one or more products, or relating to current or
future technologies, there can be no assurance that the Company will be able to
do so on commercially reasonable terms or at all. There can be no assurance that
these or other future communications can be settled on commercially reasonable
terms or that they will not result in protracted and costly litigation.


       RISKS OF THIRD-PARTY CLAIMS OF INFRINGEMENT. There has been substantial
industry litigation regarding patent, trademark and other intellectual property
rights involving technology companies. In the future, litigation may be
necessary to enforce any patents issued to the Company or to enforce trade
secrets, trademarks and other intellectual property rights owned by the Company,
to defend the Company against claimed infringement of the rights of others and
to determine the scope and validity of the proprietary rights of others. For a
description of certain pending litigation instituted against the Company, see
Item III, Legal Proceedings and Note 6 to the Consolidated Financial Statements.
Any such litigation could be costly and a diversion of management's attention,
which could adversely affect the Company's business, operating results and
financial condition. Adverse determinations in any such litigation could result
in the loss of the Company's proprietary rights, subject the Company to
significant liabilities, require the Company to seek licenses from third parties
or prevent the Company from manufacturing or selling its products, any of which
could adversely affect the Company's business, operating results and financial
condition.


       EMERGING MARKETS. The broadcast, post-production, business, and
institution digital video segments to which the Company is targeting its
products are an emerging market. Many of the current users in this market rely
on analog video tape processes. Digital editing alternatives are relatively new
and currently account for a small portion of this market of current users. The
Company also believes that this market includes a potential market of new users
who currently out-source their video production requirements. The Company's
future growth will depend, in part, on the rate at which existing users convert
to digital editing processes and the rate at which new users adopt digital video
systems as a communications resource. There can be no assurance that the use of
digital video products like the ones offered by the Company will expand among
existing users of alternative video production processes or the market for new
users, and any failure of the Company's products to achieve market acceptance in
these markets, as a result of competition, technological change or other
factors, could have a material adverse effect on the Company's business and
operating results.


       COMPETITION. The market for the Company's products is highly competitive
and characterized by pressure to reduce prices, incorporate new features and
accelerate the release of new products. A number of companies currently offer
products that compete directly or indirectly with the Company's products,
including Accom, Inc., Avid Technology, Inc., Discreet Logic Inc., FAST
Electronic GmbH, Matrox Electronic Systems Ltd., Pinnacle Systems, Inc., and
Truevision, Inc. In addition, the Company expects much larger vendors, such as
Apple Computer Inc., Matsushita Electric Industrial Company Ltd., Microsoft
Corporation, and Sony Corporation, to develop and introduce digital editing
systems that may compete with the Company's products. Many of these current and
potential competitors have greater financial, technical and marketing resources
than the Company. As a result, such competitors may be able to develop products
comparable to or superior to the Company's products, adapt more quickly than the
Company to new technologies, evolving industry standards or customer
requirements, or lower their product costs and thus be able to lower prices to
levels at which the Company could not operate profitably, the occurrence of any
of which could have a material adverse effect on the Company's business and



                                       19
<PAGE>


operating results. In this regard, the Company believes that it will continue to
experience competitive pressure to reduce prices, particularly for its high data
rate systems. The Company has historically realized higher gross profit on the
sale of its high data rate systems than its entry-level systems, and such
continued competitive pricing pressure could result in lower sales and gross
margin, which in turn could adversely affect the Company's operating results.


       DEPENDENCE ON SINGLE OR LIMITED SOURCE SUPPLIERS. The Company is
dependent on single or limited source suppliers for several key components used
in its products. The availability of many of these components is dependent on
the Company's ability to provide suppliers with accurate forecasts of its future
requirements, and certain components used by the Company have been subject to
industry-wide shortages. The Company does not carry significant inventories of
these components and has no guaranteed supply arrangements with such suppliers.
There can be no assurance that the Company's inventories would be adequate to
meet the Company's production needs during any interruption of supply. The
Company's inability to develop alternative supply sources, if required, or a
reduction or stoppage in supply, could delay product shipments until new sources
of supply become available, and any such delay could adversely affect the
Company's business and operating results in any given period.


       DEPENDENCE ON RESELLERS. The Company relies primarily on its worldwide
network of independent VARs to distribute and sell its products to end users.
The Company's resellers generally offer products of several different companies,
including in some cases products which are competitive with the Company's
products. In addition, many of these VARs are small organizations with limited
capital resources. There can be no assurance that the Company's resellers will
continue to purchase the Company's products or provide them with adequate levels
of support, or that the Company's efforts to expand its VAR network will be
successful, any significant failure of which could have a material adverse
effect on the Company's business and operating results.


       RELIANCE ON INTERNATIONAL SALES. Sales of the Company's products outside
of North America represented approximately 44% of the Company's net sales for
the fiscal year ended November 30, 1998. International sales and operations may
be subject to risks such as the imposition of government controls, export
license requirements, restrictions on the export of critical technology, less
effective enforcement of proprietary rights; currency exchange fluctuations,
generally longer collection periods, political instability, trade restrictions,
changes in tariffs, difficulties in staffing and managing international
operations, potential insolvency of international resellers and difficulty in
collecting accounts receivable. The Company's international sales are also
subject to more seasonal fluctuation than domestic sales. In this regard, the
traditional summer vacation period, which occurs during the Company's third
fiscal quarter, may result in a decrease in sales, particularly in Europe. There
can be no assurance that these factors will not have an adverse effect on the
Company's future international operations and consequently, on the Company's
business and operating results.


       YEAR 2000 READINESS DISCLOSURE. The year 2000 issue is the potential for
system and processing failure of date-related data and the result of
computer-controlled systems using two digits rather than four to define the
applicable year. For example, computer programs that have time-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in system failure or miscalculations causing disruptions
of operations, including, among other things, a temporary inability to process
transactions, send invoices or engage in similar normal business activities.


       To address these year 2000 issues with its major information technology
systems, the Company has initiated a program that is designed to deal with the
Company's internal management information technology systems. The activities
included in this program are intended to encompass all major categories of
information technology systems used by the Company, including manufacturing,
sales, order entry, accounting and financial reporting. The Company has spent
more than $2,500,000 over the past two years upgrading its internal management
information technology systems. The Company has substantially completed an
assessment of these information technology systems and believes that its
information technology systems are year 2000 compliant. However, the Company
utilizes third-party equipment and software that may not be year 2000 compliant.
Failure of third-party equipment or software to operate properly with regard to
the year 2000 and thereafter could require the Company to incur unanticipated
expenses to remedy any problems, which could have a material adverse effect on
the Company's business, results of operations and financial condition. The
Company may also be vulnerable to any failures by its major suppliers, service
providers and customers to remedy their own internal information technology
systems due to year 2000 issues which could, among other things, have a material
and adverse affect on the Company's supplies 


                                       20
<PAGE>


and orders. The Company is unable to estimate the nature or extent of any
potential adverse impact resulting from the failure of third parties, such as
suppliers, service providers and customers, to achieve year 2000 compliance.
Moreover, such third parties, even if year 2000 compliant, could experience
difficulties resulting from year 2000 issues that may affect their suppliers,
service providers and customers. As a result, although the Company does not
currently anticipate that it will experience any material shipment delays from
their major product suppliers or any material sales delays to its customers due
to year 2000 issues, these third parties may experience year 2000 problems. Any
such problems could have a material adverse affect on the Company's business,
results of operations and financial condition.


       Other than the activities described above, the Company does not have and
does not plan to develop a contingency plan to address year 2000 issues. Should
any unanticipated significant year 2000 issues arise, the Company's failure to
implement such a contingency plan could have a material adverse affect on its
business, results of operations and financial condition.


       To assist customers in evaluating their year 2000 issues as they may
relate to the Company's products, the Company has assessed the capability of its
current products and products no longer produced, to handle the year 2000 issue.
As a result of this assessment, the Company believes that all current products
shipping are year 2000 compliant, however, their can be no assurance that the
failure to ensure year 2000 capability for the Company's products will not have
a material adverse affect on the Company


       Based on information currently available to the Company, it does not
believe that the year 2000 issues discussed above related to internal
information technology systems or products sold to customers will have a
material adverse impact on the Company's business, results of operations or
financial condition; however, it is uncertain to what extent the Company may be
affected by such matters. In addition, their can be no assurance that the
failure to ensure year 2000 capability by the Company, its suppliers or other
third parties will not have a material adverse affect on the Company.


       EURO CONVERSION. On January 1, 1999, 11 of the 15 member countries of the
European Union established fixed conversion rates between their existing
sovereign currencies and the euro. As of January 1, 2002, the transition to the
euro will be complete. The Company has operations within the European Union and
has prepared for the euro conversion. The Company does not expect the costs
associated with the transition to be material. The Company's functional currency
for accounting purposes is the U. S. Dollar. The overall effect of the
transition to the euro may have a material adverse affect on the Company's
business, financial condition and financial results.


       DEPENDENCE ON KEY PERSONNEL. Competition for employees with the skills
required by the Company is intense in the geographic areas in which the
Company's operations are located. The Company believes that its future success
will depend on its continued ability to attract and retain qualified employees,
especially in research and development.


ITEM 7A     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


       Not applicable.


ITEM 8      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


       The Company's financial statements, together with the auditors' report
thereon, appear on pages F-1 through F-18 of this Annual Report on Form 10-K.


ITEM 9      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
            FINANCIAL DISCLOSURE


       Not applicable.


                                       21
<PAGE>


                                    PART III


ITEM 10     DIRECTORS AND OFFICERS OF THE REGISTRANT


       The Company will furnish to the Securities and Exchange Commission not
later than 120 days after the close of its fiscal year ended November 30, 1998 a
definitive Proxy Statement (the "Proxy Statement") for the Annual Meeting of
Stockholders to be held on April 14, 1999. The information required by this Item
is incorporated herein by reference to "Election of Directors," "Executive
Officers" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the
Proxy Statement.


ITEM 11     EXECUTIVE COMPENSATION


       The information required by this Item is incorporated herein by reference
to "Election of Directors" and "Executive Compensation" in the Proxy Statement.


ITEM 12     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


       The information required by this Item is incorporated herein by reference
to "Security Ownership of Certain Beneficial Owners and Management" in the Proxy
Statement.


ITEM 13     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


       The information required by this Item is incorporated herein by reference
to "Certain Relationships and Related Transactions" in the Proxy Statement.



                                       22
<PAGE>



                                                    PART IV


ITEM 14     EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>

       The following documents are filed as part of this report:
                                                                                              PAGE
                                                                                              ----
       (a) (1)  Consolidated Financial Statements.

<S>                                                                                           <C>

       MEDIA 100 INC. AND SUBSIDIARIES
         Report of Independent Public Accountants............................................    F-2
         Consolidated Balance Sheets as of November 30, 1998 and 1997........................    F-3
         Consolidated Statements of Operations for the Fiscal Years Ended
              November 30, 1998, 1997 and 1996...............................................    F-4
         Consolidated Statement of Stockholders' Equity for the Fiscal Years Ended
              November 30, 1998, 1997 and 1996...............................................    F-5
         Consolidated Statements of Cash Flows for the Fiscal Years Ended
              November 30, 1998, 1997 and 1996...............................................    F-6
         Notes to Consolidated Financial Statements..........................................    F-7

</TABLE>

       (a) (2)  Financial Statement Schedules.


         Not applicable.


       (a) (3)  List of Exhibits.

       3.1  Restated Certificate of Incorporation of Media 100 Inc. (filed as
       Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal
       year ended November 30, 1996 and incorporated by reference herein).

       3.2  By-laws of Media 100 Inc., as amended through June 17, 1998 (filed 
       as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the
       fiscal quarter ended May 31,1998 and incorporated by reference
       herein).

       4 Specimen Certificate representing the Company's Common Stock (filed as
       Exhibit 4 to the Company's Registration Statement on Form S-1, File No.
       2-94121 and incorporated by reference herein).

       10.1* Key Employee Incentive Plan (1982), as amended through November 15,
       1996 (filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K
       for the fiscal year ended November 30, 1996 and incorporated by reference
       herein).

       10.2* 1986 Employee Stock Purchase Plan, as amended through November 15,
       1996 (filed as Exhibit 10.2 to the Company's Annual Report on Form 10-K
       for the fiscal year ended November 30, 1996 and incorporated by reference
       herein).

       10.3* Key Employee Incentive Plan (1992), as amended through January 19,
       1998 (filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K
       for the fiscal year ended November 30, 1997 and incorporated by reference
       herein).

       10.4* Media 100 Inc. 401(k) Savings Plan (filed as Exhibit 10.4 to the
       Company's Annual Report on Form 10-K for the fiscal year ended November
       30, 1997 and incorporated by reference herein).

       10.5.1 Lease dated January 31, 1997 relating to 290 Donald Lynch
       Boulevard, Marlboro, MA (filed as Exhibit 10.5.1 to the Company's Annual
       Report on Form 10-K for the fiscal year ended November 30, 1996 and
       incorporated by reference herein).

       

                                       23
<PAGE>


       10.5.2 License Agreement dated as of January 31, 1997 relating to 290
       Donald Lynch Boulevard, Marlboro, MA (filed as Exhibit 10.5.2 to the
       Company's Annual Report on Form 10-K for the fiscal year ended November
       30, 1996 and incorporated by reference herein).

       10.6.1 Distribution Agreement dated as of November 19, 1996 with Data
       Translation II, Inc. (DTI) (filed as Exhibit 10.8.1 to the Company's
       Annual Report on Form 10-K for the fiscal year ended November 30, 1996
       and incorporated by reference herein).

       10.6.2 Intellectual Property Agreement dated as of December 2, 1996 with
       DTI (filed as Exhibit 10.8.2 to the Company's Annual Report on Form 10-K
       for the fiscal year ended November 30, 1996 and incorporated by reference
       herein).

       10.6.3 Corporate Services Agreement dated as of December 2, 1996 with DTI
       (filed as Exhibit 10.8.3 to the Company's Annual Report on Form 10-K for
       the fiscal year ended November 30, 1996 and incorporated by reference
       herein).

       10.6.4 Amendment to Corporate Services Agreement dated November 18, 1997
       (filed as Exhibit 10.6.4 to the Company's Annual Report on Form 10-K for
       the fiscal year ended November 30, 1997 and incorporated by reference
       herein).

       10.9 Offer Letter from the Company to B. Robert Feingold (filed as
       Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the
       fiscal quarter ended August 31,1998 and incorporated by reference
       herein).

       21   Subsidiaries of Media 100 Inc. (filed as Exhibit 21 to the Company's
       Annual Report on Form 10-K for the fiscal year ended November 30, 1997
       and incorporated by reference herein).

       23   Consent of Arthur Andersen LLP.

       24   Power of Attorney (included in the signature page of this Annual 
            Report on Form 10-K).
       
       27   Financial Data Schedule.

                 *   Identifies a management contract or compensatory plan or
                     arrangement in which an executive officer or director of
                     the Company participates.

(b) Reports on Form 8-K.

No reports on Form 8-K were filed during the last quarter of the period
covered by this report.


                                       24
<PAGE>


                                   SIGNATURES


       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Media 100 Inc. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 1, 1999.

                                                   Media 100 Inc.


                                                   By:   /S/  JOHN A. MOLINARI
                                                         ---------------------
                                                         John A. Molinari
                                                         Chief Executive Officer


                                POWER OF ATTORNEY


       KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of Media 100 Inc., a Delaware corporation (the "Company"), hereby
constitutes and appoints John A. Molinari and Steven D. Shea, and each of them,
with full power to act without the other, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in writing)
to sign the Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1998, and any and all amendments thereto, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully for all intents
and purposes as he might or could do in person, thereby ratifying and confirming
all that said attorneys-in-fact and agents or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>

       SIGNATURE                             TITLE                                        DATE
       ---------                             -----                                        ----
<S>                                   <C>                                          <C>

/S/  JOHN A. MOLINARI                 Chief Executive Officer                      March 1, 1999
-------------------------------------
John A. Molinari                      and Director
                                      (Principal Executive Officer)

/S/ B. ROBERT FEINGOLD                President, Chief Operating Officer           March 1, 1999
-------------------------------------
B. Robert Feingold                    and Director

/S/ STEVEN D. SHEA                    Vice President of Finance                    March 1, 1999
-------------------------------------
Steven D. Shea                        and Treasurer
                                      (Principal Financial Officer)

/S/ MAURICE L. CASTONGUAY             Director                                     March 1, 1999
-------------------------------------
Maurice L. Castonguay                


/S/  ROGER W. REDMOND                 Director                                     March 1, 1999
-------------------------------------
Roger W. Redmond


/S/ /  BRUCE SACHS                    Director                                     March 1, 1999
-------------------------------------
Bruce Sachs


/S/ PAUL J. SEVERINO                  Director                                     March 1, 1999
-------------------------------------
Paul J. Severino

</TABLE>


                                       25
<PAGE>





                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                                                              Page
                                                                                              ----
MEDIA 100 INC. AND SUBSIDIARIES

<S>                                                                                           <C>

       Report of Independent Public Accountants..............................................    F-2

       Consolidated Balance Sheets as of November 30, 1998 and 1997..........................    F-3

       Consolidated Statements of Operations for the Fiscal Years Ended
            November 30, 1998, 1997 and 1996.................................................    F-4

       Consolidated Statement of Stockholders' Equity for the Fiscal Years Ended
            November 30, 1998, 1997 and 1996.................................................    F-5

       Consolidated Statements of Cash Flows for the Fiscal Years Ended
            November 30, 1998, 1997 and 1996.................................................    F-6

       Notes to Consolidated Financial Statements............................................    F-7


</TABLE>


                                      F-1
<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Media 100 Inc.:


We have audited the accompanying consolidated balance sheets of Media 100 Inc.
(a Delaware corporation) and subsidiaries as of November 30, 1998 and 1997, and
the related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended November 30, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.


We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Media 100 Inc. and subsidiaries
as of November 30, 1998 and 1997, and the results of their operations and their
cash flows for each of the three years in the period ended November 30, 1998, in
conformity with generally accepted accounting principles.


                                                             ARTHUR ANDERSEN LLP



Boston, Massachusetts
January 5, 1999


                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                         MEDIA 100 INC. AND SUBSIDIARIES


                           CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

                                                                 November 30,    November 30,
                                                                         1998            1997
                                                                --------------  --------------
                             ASSETS
Current assets:
<S>                                                             <C>             <C>

          Cash and cash equivalents                                   $ 7,249         $ 4,042
          Marketable securities                                        25,185          28,892
          Accounts receivable, net of allowance for doubtful
             accounts of $395 in 1998 and $411 in 1997                  5,372           7,689
          Income tax refund receivable                                    280               -
          Inventories                                                     967             696
          Prepaid expenses                                                743             743
                                                                --------------  --------------
          Total current assets                                         39,796          42,062

Equipment, net                                                          8,363           8,104

Other assets, net                                                         313             593

                                                                --------------  --------------
          Total assets                                               $ 48,472        $ 50,759
                                                                --------------  --------------
                                                                --------------  --------------

              LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:

          Accounts payable                                            $ 2,259         $ 1,953
          Accrued expenses                                              9,692           6,958
          Deferred revenue                                              6,048           4,005
                                                                --------------  --------------
          Total current liabilities                                    17,999          12,916

Commitments and contingencies (Note 6)

Stockholders' equity:
          Preferred stock, $.01 par value,
             Authorized - 1,000,000 shares, none
             Issued                                                         -               -
          Common stock, $.01 par value,
             Authorized - 25,000,000 shares 
             Issued - 8,327,847 and 8,192,354 shares at 
             November 30, 1998 and 1997, respectively 
             Outstanding - 8,279,847 and 8,192,354 shares at 
             November 30, 1998 and 1997, respectively                      83              82
          Capital in excess of par value                               40,917          40,477
          Accumulated deficit                                        (10,598)         (2,547)
          Cumulative translation adjustment                              (37)            (87)
          Treasury stock, at cost - 48,000 shares at                                         
            November 30, 1998                                           (163)               -
          Unrealized holding gain (loss) on available for
             sale securities                                              271            (82)

                                                                --------------  -------------
          Total stockholders' equity                                   30,473          37,843

                                                                --------------  --------------
          Total liabilities and stockholders' equity                 $ 48,472        $ 50,759
                                                                --------------  --------------
                                                                --------------  --------------

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-3
<PAGE>

                         MEDIA 100 INC. AND SUBSIDIARIES


                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>


FISCAL YEARS ENDED NOVEMBER 30,                    1998            1997            1996
                                            ------------    ------------   -------------
<S>                                         <C>             <C>            <C>
Net sales                                      $ 41,788        $ 46,660        $ 50,826

Cost of sales                                    16,233          18,238          20,046

                                            ------------    ------------   -------------
     Gross profit                                25,555          28,422          30,780
                                            ------------    ------------   -------------
Operating expenses:
   Research and development                      16,414           8,508           6,227

   Selling and marketing                         15,004          16,061          15,066

   General and administrative                     3,810           4,330           5,034

   Restructuring expense                              -             526               -

                                            ------------    ------------   -------------
     Total operating expenses                    35,228          29,425          26,327
                                            ------------    ------------   -------------

     Operating income (loss)                    (9,673)         (1,003)           4,453

Interest income                                   1,622           1,781           1,588

                                            ------------    ------------   -------------
   Income (loss) from continuing
   operations before tax provision              (8,051)             778           6,041

Tax provision                                         -             161           1,208

                                            ------------    ------------   -------------
   Income (loss) from continuing
   operations                                   (8,051)             617           4,833

Discontinued operations:
   Loss from discontinued
   operations                                         -               -         (6,672)
                                            ------------    ------------   -------------
   Net income (loss)                          $ (8,051)          $  617       $ (1,839)
                                            ------------    ------------   -------------
                                            ------------    ------------   -------------

Basic earnings (loss) per share:

   Continuing operations                      $  (0.97)         $  0.07         $  0.60
   Discontinued operations                            -               -          (0.83)
                                            ------------    ------------   -------------
Basic earnings (loss) per share               $  (0.97)         $  0.07        $ (0.23)
                                            ------------    ------------   -------------
                                            ------------    ------------   -------------

Diluted earnings (loss) per share:

   Continuing operations                      $  (0.97)         $  0.07         $  0.57
   Discontinued operations                            -               -          (0.79)
                                            ------------    ------------   -------------
Diluted earnings (loss) per share             $  (0.97)         $  0.07        $ (0.22)
                                            ------------    ------------   -------------
                                            ------------    ------------   -------------

Weighted average common
shares              outstanding:

 Basic                                            8,273           8,148           7,993
                                            ------------    ------------   -------------
                                            ------------    ------------   -------------
 Diluted                                          8,273           8,247           8,470
                                            ------------    ------------   -------------
                                            ------------    ------------   -------------

</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-4
<PAGE>


                         MEDIA 100 INC. AND SUBSIDIARIES


                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)


<TABLE>
<CAPTION>

                                                                                                          Unrealized
                                                                                                           Holding
                                                                                                            Gain
                                                                     Retained                             (Loss) on
                              Common Stock           Capital in     Earnings/     Cumulative              Available
                             $.01 Par Value         Excess of Par  (Accumulated  Translation   Treasury   for Sale
                        -------------------------
                            Shares       Amount         Value         Deficit)    Adjustment    Stock    Securities
----------------------  ------------- ---------- --------------- -------------  ------------ ---------- --------------
<S>                      <C>          <C>         <C>              <C>          <C>          <C>         <C>

Balance, November 30,                                                                                              
1995                      8,491,208   $       85  $       37,062   $     11,665 $      (173) $  (1,843)  $     (55)

Proceeds from issuance
of common stock under                                                                                       
stock plans                 242,272            3           1,359              -            -          -           -

Retirement of treasury                                                                                      
stock                     (869,096)          (9)         (1,834)              -            -      1,843           -

Issuance of common                                                                                          
stock                       223,500            2           3,448              -            -          -           -

Translation adjustment            -            -               -              -          296          -           -


Net loss                          -            -               -          (1,839)           -         -           -

Unrealized holding
gain on available for                                                                                       
sales securities                  -            -               -              -            -          -          55
                        ------------    ---------   -------------    -----------  -----------  ---------   ---------

Balance, November 30,
1996                    $ 8,087,884     $     81    $     40,035     $    9,826   $       123  $       -   $       -

Proceeds from issuance
of common stock under                                                                                       
stock plans                 104,470            1             442              -            -          -           -

Dividend of Data
Translation II, Inc.                                                                                        
stock to stockholders             -            -               -        (12,990)            -          -           -

Translation adjustment            -            -               -              -         (210)         -          -

Net income                        -            -               -            617             -          -           -

Unrealized holding
loss on available for                                                                                       
sale securities                   -            -               -              -            -          -        (82)
                        ------------    ---------   -------------    -----------  -----------  ---------   ---------

Balance, November 30,
1997                    $  8,192,354    $      82   $      40,477    $  (2,547)   $      (87)  $       -   $   (82)

Proceeds from issuance
of common stock under                                                                                       
stock plans                 135,493            1             440              -            -           -          -

Translation adjustment            -            -               -              -           50           -          -

Purchase of treasury
stock                      (48,000)            -               -              -            -       (163)          -

Net loss                         -             -               -        (8,051)            -          -           -

Unrealized holding
gain on available for                                                                                       
sale securities                   -            -               -              -            -          -         353
                        ------------    ---------   -------------    -----------  -----------  ---------   --------
Balance, November 30,
1998                      8,279,847   $       83  $       40,917   $   (10,598) $       (37) $    (163)  $      271
                        ------------    ---------   -------------    -----------  -----------  ---------   --------
                        ------------    ---------   -------------    -----------  -----------  ---------   --------

</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.



                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                         MEDIA 100 INC. AND SUBSIDIARIES


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

--------------------------------------------  ----------------------   ------------ ---------------
FISCAL YEARS ENDED NOVEMBER 30,                                1998           1997         1996
--------------------------------------------  -----------------------  ------------- --------------
<S>                                                       <C>               <C>       <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                          $(8,051)          $ 617    $ (1,839)
Loss from discontinued operations                                 -              -        6,672
                                                     ---------------  -------------- ------------
Income (loss) from continuing operations                    (8,051)            617        4,833

Adjustments to reconcile income (loss)  from continuing
   operations to net cash provided by (used in) operating
   activities:
   Depreciation and amortization                              2,925          1,614          898
   Deferred income taxes                                          -              -          (3)
   (Gain) loss on sale of marketable securities                 (81)            19         (33)

Changes in assets and liabilities:
   Accounts receivable                                        2,317          3,976      (5,603)
   Income tax refund receivable                               (280)              -         (61)
   Inventories                                                (271)            777          427
   Prepaid expenses                                               -          (175)        (107)
   Other assets                                                 280          (481)         (27)       
   Accounts payable                                             306           (28)        1,465
   Accrued expenses                                           2,734          1,167        2,938
   Deferred revenue                                           2,043          1,852        1,143
                                                     ---------------  -------------- ------------
Net cash provided by continuing operating activities          1,922          9,338        5,870
Net cash used in discontinued operating activities                -              -     (13,560)
----------------------------------------------------- --------------  ------------- -------------
Net cash provided by (used in) operating activities          $1,922        $ 9,338    $ (7,690)
----------------------------------------------------- --------------- ------------- --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net purchase of equipment                                   (3,184)        (7,251)      (1,951)
Purchases of marketable securities                         (76,675)       (65,716)     (78,620)
Proceeds from sales of marketable securities                 80,816         64,706      57,284
----------------------------------------------------- --------------  ------------- -------------
Net cash provided by (used in) investing activities           $ 957      $ (8,261)   $ (23,287)
----------------------------------------------------- --------------  ------------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock plans                                       441            442        1,362
Purchase of treasury stock                                    (163)              -            -
Net proceeds from public sale of common stock                     -              -        3,450
----------------------------------------------------- --------------  ------------- -------------
Net cash provided by  financing activities                    $ 278          $ 442      $ 4,812
----------------------------------------------------- --------------  ------------- -------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                          50          (210)          296

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS          3,207          1,309     (25,869)

CASH AND CASH EQUIVALENTS, beginning of period                4,042          2,733       28,602
----------------------------------------------------- --------------  ------------- -------------
----------------------------------------------------- --------------  ------------- -------------
CASH AND CASH EQUIVALENTS, end of period                    $ 7,249        $ 4,042      $ 2,733
----------------------------------------------------- --------------  ------------- -------------
----------------------------------------------------- --------------  ------------- -------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes                                   $  349          $  92       $  743
----------------------------------------------------- --------------  ------------- -------------
----------------------------------------------------- --------------  ------------- -------------
OTHER TRANSACTIONS NOT PROVIDING (USING) CASH:

Dividend of Data Translation II, Inc. stock to stockholders   $   -      $(12,990)       $    -
                                                              -----      ---------       ------
                                                              -----      ---------       ------
Retirement of treasury stock                                  $   -         $    -      $ 1,843
                                                              -----      ---------       ------
                                                              -----      ---------       ------
Change in value of marketable securities                     $  353       $   (82)      $  (55)
                                                             -------      --------      -------
                                                             -------      --------      -------


The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-6
<PAGE>


                         MEDIA 100 INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  OPERATIONS


       Media 100 Inc., a Delaware corporation, (the "Company") was incorporated
in 1973. The Company develops, markets, sells and supports digital video systems
that enable a wide range of professional communicators in business, education,
and video post production to create complete, television-quality video
productions quickly, easily, and with great creative flexibility. The Company
markets and delivers its products to end users through a worldwide channel of
specialized value-added resellers ("VARs") that sell, assemble and install
turnkey systems using high performance personal computers, disk drives, and
ancillary video equipment.


       On July 30, 1996, Media 100 Inc. announced its intention to separate its
Media 100 digital video business from its data acquisition and imaging,
commercial products and U.K.-based networking distribution businesses. The
Company announced that it would contribute its data acquisition and imaging and
commercial products businesses to a newly-formed subsidiary, Data Translation
II, Inc. ("DTI"), the stock of which would then be distributed as a dividend to
the Company's stockholders. The Company further announced that it planned to
dispose of its networking distribution business within twelve months. On
November 11, 1996, the Company sold substantially all of the assets associated
with its networking distribution business in connection with the winding up of
that business. On December 2, 1996, the Company distributed all of the shares of
DTI, to which it had contributed its data acquisition and imaging and commercial
products businesses and the remaining assets and liabilities of the networking
distribution business, as a dividend to the Company's stockholders (the
"Spin-Off"), in the ratio of one share of DTI common stock for every four shares
of Company common stock. The dividend reduced retained earnings in an amount
equal to $12,990,000. In connection with the Spin-Off, the Company retained only
its Media 100 related business and changed its name to Media 100 Inc.


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


       The accompanying consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries after elimination of
significant intercompany transactions and balances. These consolidated financial
statements reflect the use of the following significant accounting policies, as
described below and elsewhere in the notes to consolidated financial statements.
These consolidated financial statements are prepared in accordance with
generally accepted accounting principles.


(a)  Principles of Consolidation


The consolidated financial statements include the accounts of the Company and
its subsidiaries. All material intercompany transactions and balances have been
eliminated in consolidation.


(b)  Cash and Cash Equivalents and Marketable Securities


       Cash equivalents are carried at cost, which approximates market value,
and have original maturities of less than three months. Cash equivalents include
money market accounts and repurchase agreements with overnight maturities.


       The Company accounts for marketable securities in accordance with
Statement of Financial Accounting Standards No. 115, ACCOUNTING FOR CERTAIN
INVESTMENTS IN DEBT AND EQUITY SECURITIES (SFAS No. 115). Under this standard,
the Company is required to classify all investments in debt and equity
securities into one or more of the following three categories: held-to-maturity,
available-for-sale or trading. Available-for-sale securities are recorded at
fair market value with unrealized gains and losses excluded from earnings and
included as a component of stockholders' equity. All of the Company's marketable
securities are classified as available-for-sale.


                                      F-7
<PAGE>


Marketable securities held as of November 30, 1998 and 1997 consist of the
following (in thousands):

                                                           MATURITY                       1998             1997
                                                           --------                       ----             ----
Investments available for sale:
       U.S. Treasury Notes                              less than 1 year          $      1,535 $          3,031
       U.S. Treasury Notes                              1 - 5 years                      5,760            4,306
                                                                              -----------------   ---------------
          Total U.S. Treasury Notes                                                      7,295            7,337

       Municipal Bonds                                  less than 1 year                 3,837            2,021
       Municipal Bonds                                  1 - 5 years                      1,067              514
                                                                              -----------------   ---------------
          Total Municipal Bonds                                                          4,904            2,535

       U.S. Agency Bonds                                less than 1 year                 4,298              605
       U.S. Agency Bonds                                1 - 5 years                      4,136            2,535
                                                                              -----------------   ---------------

          Total U.S. Agency Bonds                                                        8,434            3,140

       Money Market Instruments                         less than 1 year                 3,395            9,402

       Corporate Obligations                            less than 1 year                   516            3,956
       Corporate Obligations                            1 - 5 years                      6,847            2,522
                                                                              -----------------   ---------------

          Total Corporate Obligations                                                    7,363            6,478

Total  Investments available for sale                                                   31,391           28,892
Less:  Cash equivalents                                                                (6,206)                -
                                                                              -----------------  ---------------

Total marketable securities                                                  $          25,185 $         28,892
                                                                             -----------------  ---------------
                                                                             -----------------  ---------------
</TABLE>

       Marketable securities had a cost of $31,120 and $28,974 at November 30,
1998 and 1997, respectively, and a market value of $25,185 and $28,892,
respectively. To adjust the carrying amount of the November 30, 1998 and 1997
marketable securities portfolio to market value, an unrealized gain (loss) has
been reflected as a separate component of stockholders' equity pursuant to the
provisions of SFAS No. 115.

(c) Inventories

       Inventories at November 30, 1998 and 1997 are stated at the lower of
first-in, first-out (FIFO) cost or market and consist of the following (in
thousands):
<TABLE>

                                                                       1998                1997
                                                           -----------------     ---------------
<S>                                                     <C>                   <C>

Raw materials                                           $               230   $             305
Work-in-process                                                         336                 252
Finished goods                                                          401                 139
                                                        ---------------------    ---------------
                                                        $               967   $             696
                                                        ---------------------    ---------------
                                                        ---------------------    ---------------
</TABLE>

       Work-in-process and finished goods inventories include material, labor
and manufacturing overhead. Management performs periodic reviews of inventory
and disposes of items not required by their manufacturing plan. 

(d) Depreciation and Amortization

       The Company provides for depreciation and amortization, using the
straight-line method by charges to operating expenses in amounts that allocate
the cost of the equipment over the following estimated useful lives:
                           DESCRIPTION                      USEFUL LIVES
                           ----------------------- ----------------------
                           Machinery and equipment          3 to 5 years
                           Purchased software               3 to 5 years
                           Furniture and fixtures           7 years
                           Vehicles                         3 years
                           Leasehold Improvements           10 years



                                      F-8
<PAGE>



(e)  Equipment, net


       Equipment, net at November 30, 1998 and 1997 is stated at cost, less
accumulated depreciation and amortization, and consists of the following (in
thousands):
<TABLE>

                                                            1998                      1997
                                                 ----------------      --------------------
<S>                                           <C>                    <C>

          Machinery and equipment              $           7,174     $               8,032
          Purchased software                               3,616                       978
          Furniture and fixtures                           1,240                     1,288
          Vehicles                                            12                        12
          Leasehold improvements                           1,482                     1,418
                                                 ----------------      --------------------
                                               $          13,524     $              11,728
          Less accumulated depreciation and
          amortization                                     5,161                     3,624
                                                 ----------------      --------------------
                                               $           8,363     $               8,104
                                               ------------------      --------------------
                                               ------------------      --------------------
</TABLE>

(f)  Foreign Currency


       The financial statements of the Company's subsidiaries are translated
from their functional currency into U.S. dollars using the current rate method
in accordance with Statement of Financial Accounting Standards No. 52, FOREIGN
CURRENCY TRANSLATION. Accordingly, assets and liabilities of the Company's
foreign subsidiaries are translated at the rates of exchange in effect at
year-end. Revenues and expenses are translated using exchange rates in effect
during the year. Gains and losses from foreign currency translation are credited
or charged to "Cumulative translation adjustment" included in stockholders'
equity in the accompanying consolidated balance sheets. The Company realized net
foreign currency gains (losses) of $81,000, ($215,000) and $144,000 in 1998,
1997 and 1996, respectively.


(g)  Revenue Recognition


       In October 1997, Statement of Position 97-2, "Software Revenue
Recognition" ("SOP 97-2"), was issued which provides guidance on applying
generally accepted accounting principles in recognizing revenue on software
transactions. SOP 97-2 is effective for transactions entered into in fiscal
years beginning after December 15, 1997. The Company adopted the provisions of
SOP 97-2 as of December 1, 1997. The Company recognizes revenue when products
are shipped or, for post contract support agreements, ratably over the term of
the agreements. The Company's policy is to defer the revenue associated with any
vendor or postcontract support obligations remaining at the time of shipment
until the related obligations are satisfied. Costs of service and warranty are
not significant and are charged to operations as incurred. Revenue from hardware
systems with other than incidental software components and stand alone software
sales are recognized upon shipment, provided that no significant vendor or
postcontract support obligations remain outstanding and collection of the
resulting receivable is deemed probable.


(h)  Net Income (Loss) Per Common Share


       Effective December 1, 1997, the Company adopted Statement of Financial
Accounting Standards No. 128, EARNINGS PER SHARE (SFAS No.128). In accordance
with SFAS No. 128, basic net income (loss) per share is computed using the
weighted-average number of common shares outstanding. Diluted income (loss) per
share is computed using the weighted-average number of common shares outstanding
and potential common shares from the assumed exercise of options outstanding
during the period, if any, using the treasury stock method. Prior periods have
been restated to reflect the new standard.


                                      F-9
<PAGE>



The following is a reconciliation of the shares used in the computation of basic
and diluted earnings per share (in thousands):

<TABLE>
<CAPTION>

----------------------------------------------------   ------------------------ ----------- ---------
FISCAL YEARS ENDED NOVEMBER 30,                                     1998          1997         1996
-----------------------------------------------------  ------------------------ ----------- ----------
<S>                                                               <C>           <C>          <C>
Basic net income (loss) - weighted average shares of
common
   stock outstanding                                               8,273         8,148        7,993

Effect of potential common shares - stock options                                       
   outstanding (unless antidilutive)                                   -            99          477
                                                           -------------------  ----------- --------

Diluted net income (loss) - weighted average shares and
   potential common shares outstanding                             8,273         8,247        8,470
                                                           -------------------  ----------- --------
                                                           -------------------  ----------- --------

</TABLE>


       Options to purchase approximately 1,032,000 weighted average shares of
common stock were outstanding at November 30, 1998, but were not included in the
computation of diluted net income (loss) per share as a result of their dilutive
effect due to the loss available to common stockholders. During fiscal years
1997 and 1996 options to purchase approximately 1,022,000 and 285,000 weighted
average shares of common stock, respectively, were excluded because the options'
exercise price was greater than the average market price of the common stock.

(i)  Capitalized Software Development Costs

       The Company capitalizes certain computer software development costs.
Capitalization of costs commences upon establishing technological feasibility.
Capitalized costs, net of accumulated amortization, were approximately $89,000
as of November 30, 1998 and 1997, respectively, and are included in other
assets. These costs are amortized on a straight-line basis over two years, which
approximates the economic life of the product. Amortization expense, included in
cost of sales in the accompanying consolidated statements of operations, was
$60,000 and $80,000 in 1998 and 1997, respectively.

(j) Restructuring Expense

       The Company incurred restructuring expenses of $526,000 in its third
quarter of fiscal 1997 for severance and related costs associated with a
reduction of the Company's workforce. All of these expenses have been paid out
as of the end of the Company's first quarter of fiscal 1998.

 (k)  Use of Estimates in the Preparation of Financial Statements

       The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. 

(l) Recent Accounting Pronouncements

       In June 1997,  the  Financial  Accounting  Standards  Board  issued  
Statement of Financial Accounting Standards No. 130, REPORTING COMPREHENSIVE
INCOME (SFAS No. 130). SFAS No. 130 establishes standards for the display of
comprehensive income and its components in a full set of financial statements.
Comprehensive income includes all changes in equity during a period except those
resulting from the issuance of shares of stock and distributions to
shareholders. SFAS No. 130 is effective for fiscal years beginning after
December 15, 1997. The Company will adopt SFAS No. 130 in its first fiscal
quarter of 1999.

     In July 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISE AND RELATED INFORMATION (SFAS No. 131). SFAS No. 131 establishes
standards for public companies to report operating segment information in annual
financial statements and requires those enterprises to report selected operating
segment information in interim financial reports issued to 


                                      F-10
<PAGE>


shareholders. SFAS No. 131 is effective for fiscal years beginning after
December 15, 1997. The Company will adopt SFAS No. 131 in its fiscal 1999 annual
consolidated financial statements.

       In fiscal year 1999, the Company will adopt the provisions of Statement
of Position 98-9 "Modification of SOP 97-2, Software Revenue Recognition, With
Respect to Certain Transactions" ("SOP 98-9"). The Company does not expect the
adoption of SOP 98-9 to have a material impact on its existing revenue
recognition practices. 

(m) Reclassifications

       Certain amounts in the prior year's financial statements have been
reclassified to conform with the current year's presentation.

3.  STOCK OPTIONS
       Prior to April 1992, options were granted under the Company's 1982 Key
Employee Inventive Plan (the "1982 Plan"). Subject to certain limitations
imposed by the 1982 Plan, options were granted at a price determined by the
Board. The Board resolved to issue options under the 1982 Plan at not less than
100% of fair market value. The options expire six years from the date of grant
and become exercisable at the rate of 20% per year beginning one year from the
date of grant. No further options may be granted under the 1982 Plan.

       In 1992, the Company adopted the 1992 Key Employee Incentive Plan (the
"1992 Plan"), and reserved 1,000,000 shares of common stock for issuance. At the
Company's Annual Meeting on April 10, 1996, the Company's stockholders approved
an increase in the number of options available for grant from 1,000,000 to
2,000,000. Options granted pursuant to the 1992 Plan may, at the discretion of
the Board, be incentive stock options as defined by the Internal Revenue Code.
Subject to the provisions of the 1992 Plan, options granted are at a price as
specified by the Board. The Board has, to date, issued options under the 1992
Plan at not less than 100% of fair market value. The options become exercisable
at a rate of 20% per year beginning one year from the date of grant unless
otherwise specified by the Board. The Board will determine when the options will
expire, but in no event will the option period exceed ten years. No options may
be granted under the 1992 Plan on or after February 29, 2002.

       Information concerning stock options for each of the three years ended
November 30, 1998 follows:
<TABLE>

                                                                                                  Weighted Average
                                              Number of                     Option                      Price
                                               Options                   Price Ranges                 per Share
                                              ---------            ---------------------          ----------------

<S>                                           <C>                  <C>                          <C>                 
Outstanding at November 30, 1995                  1,046,880        $     1.32 -    16.20        $              6.53
                    Granted                         595,000              7.75 -    16.91                      13.65
                    Exercised                     (215,310)              1.32 -    10.66                       4.39
                    Expired/canceled              (210,740)              1.43 -    16.91                       9.96

                                              ---------            ---------------------          ----------------

Outstanding at November 30, 1996                  1,215,830        $     1.73 -    16.91        $             10.20
                    Granted                         474,225              4.19 -    10.00                       8.48
                    Exercised                      (37,940)              1.73 -     4.72                       3.72
                    Expired/canceled              (504,189)              1.73 -    16.91                       9.93

                                              ---------            ---------------------          ----------------

Outstanding at November 30, 1997                  1,147,926        $     1.73 -    16.91        $              9.80
                    Granted                       1,262,180              2.75 -     5.00                       3.72
                    Exercised                      (42,420)              1.73 -     4.29                       2.57
                    Expired/canceled              (978,570)              1.73 -    16.91                       8.54

                                              ---------            ---------------------          ----------------

Outstanding at November 30, 1998                  1,389,116        $     2.68 -    15.48        $              5.34

                                              ---------            ---------------------          ----------------
                                              ---------            ---------------------          ----------------

Exercisable at November 30, 1998                    389,453        $     2.68 -    15.48        $              6.79

                                              ---------            ---------------------          ----------------
                                              ---------            ---------------------          ----------------
Available for grant at November 30,                 365,314
1998

                                              ---------            ---------------------          ----------------
                                              ---------            ---------------------          ----------------
</TABLE>

                                      F-11
<PAGE>


       In connection with the Spin-Off, all stock options that were outstanding
at December 2, 1996 were adjusted by multiplying the exercise price thereof by
 .95238 (rounding up to the nearest whole cent). Information in the above table
for November 30, 1996 and prior periods has been restated to reflect this
adjustment.


       In 1994, the Company amended the 1986 Employee Stock Purchase Plan (the
"Plan") pursuant to which an additional 200,000 shares of common stock were
reserved for issuance for a total of 600,000 shares. At the Company's Annual
Meeting on April 15, 1998, the Company's stockholders approved an increase in
the amount of common shares reserved for issuance, by 200,000 to 800,000.
Effective July 1, 1995, employees who have worked for the Company for at least
one month are eligible to participate in the Plan. The Plan allows participants
to purchase common stock of the Company at 85% of the fair market value as
defined. Under the Plan, the Company issued 93,073, 67,311 and 26,962 shares in
fiscal years 1998, 1997 and 1996, respectively. At November 30, 1998, there were
206,258 shares available for issuance under the Plan.


       In October 1995,  the  Financial  Accounting  Standards  Board issued  
Statement of Financial Accounting Standards No. 123, ACCOUNTING FOR STOCK BASED
COMPENSATION (SFAS No. 123), which requires the measurement of the fair market
value of stock options or warrants to be included in the statement of operations
or disclosed in the notes to the financial statements. As permitted by SFAS No.
123, the Company will continue to account for stock-based compensation for
employees under Accounting Principles Board Opinion No. 25 and has elected the
disclosure-only alternative under SFAS No. 123 for options granted using the
Black-Scholes option pricing model prescribed by SFAS No. 123. The weighted
average assumptions are as follows:

<TABLE>

FISCAL YEARS ENDED NOVEMBER 30,            1998                 1997                 1996
                                      ----------------    -----------------   -------------------
<S>                                   <C>                 <C>                 <C>                
Risk-free interest rate........           4.2% - 5.8%          6.0% - 6.1%           6.3% - 6.6%
Expected dividend yield........                     -                    -                     -
Expected lives.................               6 years              6 years               6 years
Expected volatility............                 73.3%                75.9%                 77.3%
</TABLE>


       The table below presents pro forma net income (loss) and earnings per
share, had compensation cost for the Company's stock-based employee compensation
plans been determined using the provisions of SFAS No. 123 (in thousands, except
per share amounts).

<TABLE>

FISCAL YEARS ENDED NOVEMBER 30,                                      1998             1997             1996
                                                             -------------     ------------    -------------
<S>                                                       <C>              <C>              <C>
Income (loss) from continuing operations:
     As reported                                          $       (8,051)  $          617             4,833
     Pro forma                                            $       (9,157)  $         (153)            4,600

Income (loss) per share from continuing operations:

Basic:
     As reported                                          $        (0.97)  $          0.07  $          0.60
     Pro forma                                            $        (1.11)  $        (0.02)  $          0.58
Diluted:
     As reported                                          $        (0.97)  $          0.07  $          0.57
     Pro forma                                            $        (1.11)  $        (0.02)  $          0.54

</TABLE>

       Because the method prescribed by SFAS No. 123 has not been applied to
options granted prior to January 1, 1995, the resulting pro forma compensation
may not be representative of that to be expected in future years.



                                      F-12
<PAGE>

<TABLE>


       The following table summarizes information about options outstanding at
November 30, 1998:

                                     Options Outstanding                               Options Exercisable
                  -----------------------------------------------------------  -------------------------------------
                                    Weighted Average      Weighted Average                       Weighted Average
   Range of          Number            Remaining           Exercise Price          Number         Exercise Price
Exercise Price     Outstanding      Contractual Life          per Share         Outstanding          per Share
----------------  --------------  ---------------------  --------------------  ---------------  --------------------
<S>               <C>              <C>                   <C>                   <C>             <C>
$  2.68 - 3.58          400,875            4.9                  $3.00                  46,200         $3.03
       3.94             538,260            5.1                   3.94                 200,581          3.94
    4.25 - 5.84         199,345            4.8                   4.35                  21,800          4.86
   9.25 - 15.48         250,636            3.0                  13.30                 120,872         13.29
                  -------------                                                ---------------
                      1,389,116                                                       389,453
                  -------------                                                ---------------
                  -------------                                                ---------------

</TABLE>


         In January 1998, the Company offered employees the opportunity to
participate in an option repricing program, pursuant to which each employee
could elect to replace his or her then outstanding options with new options on a
one-for-one basis. The per share exercise price of the replacement options is
$3.94. The replacement options are exercisable as follows: replacement options
that were granted in exchange for exercisable old options become exercisable six
months following the new grant date; replacement options that were granted in
exchange for unexercisable old options become exercisable over four years from
the new grant date, 12.5% six months following the new grant date and 6.25%
quarterly thereafter; and all replacement options expire ten years after the new
grant date. An aggregate of 694,810 options were granted in exchange for options
cancelled in connection with this program. The option repricing program resulted
in a new measurement date for all options replaced. Since the new exercise price
was equal to the fair market value of the Company's common stock on the new
measurement date, the Company will not record any compensation cost in
connection with this program.


4.  RETIREMENT PLAN


       In November 1985, the Company adopted an employee savings plan (the
"Savings Plan") in compliance with Section 401(k) of the Internal Revenue Code.
Effective April 1, 1995, the Savings Plan provides for annual Company
contributions of up to 15% of the first 6% of total compensation per
participant. Effective January 1, 1998, these contributions vest in full after a
three-year period of service. The Company's contributions to the Savings Plan
were $86,000, $98,000 and $50,000 in 1998, 1997 and 1996, respectively.
Effective January 1, 1999, the Savings Plan was amended to provide for annual
contributions of up to 40% of the first 6% of total compensation, with a maximum
matching contribution of $3,000 annually.


       The Company does not provide postretirement benefits to any employees as
defined under Statement of Financial Accounting Standards No. 106, EMPLOYERS'
ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS.


5.  BANK FACILITIES


       The Company renewed an irrevocable standby letter of credit agreement for
a sum not to exceed $250,861 effective April 1, 1998 and terminating March 31,
1999. This facility was entered into in connection with the lease of Company's
new office and manufacturing facility (Note 6(a)). This letter of credit is
automatically extended without amendment annually from the termination date,
unless written notice is provided electing not to renew for any such additional
period. Notwithstanding the above, this letter of credit expires on March 31,
2002.


       The Company's obligation is secured by a pledge of cash in the amount of
$350,000. The Company has informed the bank it intends to allow this letter of
credit to automatically renew.



                                      F-13
<PAGE>


6.  LEASE COMMITMENTS AND CONTINGENCIES


(a)  Lease Commitments


       The Company's principal executive, engineering, manufacturing and sales
operations occupy approximately 56,500 square feet in a leased facility located
at 290 Donald Lynch Boulevard, Marlboro, Massachusetts. The lease for this
facility terminates on March 31, 2002, but is renewable at the Company's option
through March 31, 2007. Prior to moving into its current facility on May 2,
1997, the Company's operations occupied approximately 31,000 square feet in a
facility which it shared with DTI located in Marlboro, Massachusetts. Total
rental expense including operating expenses pursuant to the lease agreement
charged to continuing operations with respect to the Company's current Marlboro
facility for fiscal years 1998 and 1997 was $822,000 and $542,000, and with
respect to its former Marlboro facility was $527,000, and $546,000 for the
fiscal years 1997 and 1996, respectively. Rental expense with respect to the
former Marlboro facility for fiscal 1997 reflected the Company's pro rata
portion of the rental charges and operating expenses associated with that
facility and the use by the Company of certain manufacturing equipment belonging
to DTI. Rent expense including operating expenses pursuant to the lease
agreement charged to operations for the consolidated Company for fiscal years
1998, 1997 and 1996 was $999,000, $1,249,000 and $726,000, respectively.


       Future minimum lease payments, excluding operating costs, under all
operating leases are as follows (in thousands):

<TABLE>
<CAPTION>

FISCAL YEARS ENDING NOVEMBER 30,
<S>                                                               <C>
                                                                     AMOUNT
          1999                                                         $701
          2000                                                          699
          2001                                                          607
          2002                                                          217
          2003                                                           19
                                                                     ------
          Total minimum lease payments                               $2,243
                                                                     ------
                                                                     ------
</TABLE>

(b) Contingencies


       On June 7, 1995, a lawsuit was filed against the Company by Avid
Technology, Inc. ("Avid") in the United States District Court for the District
of Massachusetts. The complaint generally alleges patent infringement by the
Company arising from the manufacture, sale, and use of the Company's Media 100
products. The complaint includes requests for injunctive relief, treble damages,
interest, costs and fees. In July 1995, the Company filed an answer and
counterclaim denying any infringement and asserting that the Avid patent in
question is invalid. The Company intends to vigorously defend the lawsuit. In
addition, Avid is seeking reissue of the patent, including claims that it
asserts are broader than in the existing patent, and these reissue proceedings
remain pending before the U.S. Patent and Trademark Office. On January 16, 1998,
the court dismissed the lawsuit without prejudice to either party moving to
restore it to the docket upon completion of all matters pending before the U.S.
Patent and Trademark Office. There can be no assurance that the Company will
prevail in the lawsuit asserted by Avid or that the expense or other effects of
the lawsuit, whether or not the Company prevails, will not have a material
adverse effect on the Company's business, operating results and financial
condition.


       From time to time the Company is involved in other disputes and/or
litigation encountered in its normal course of business. The Company does not
believe that the ultimate impact of the resolution of such other outstanding
matters will have a material effect on the Company's business, operating results
or financial condition.



                                      F-14
<PAGE>

7.  INCOME TAXES


       The Company accounts for income taxes in accordance with the provisions
of Statement of Financial Accounting Standards No. 109, ACCOUNTING FOR INCOME
TAXES. The components of the net deferred tax liability recognized in the
accompanying consolidated balance sheets are as follows (in thousands):
<TABLE>


FISCAL YEARS ENDED NOVEMBER 30,                                    1998           1997
                                                            -----------     ----------
<S>                                                        <C>             <C>

Net operating loss carryforwards                            $     3,866     $        -
Other temporary differences, principally nondeductible                                
   reserves                                                       3,112          1,562
Research and development credit carryforwards                     1,119            685
Alternative minimum tax credits                                       -             25
                                                            -----------     ----------
   Subtotal                                                       8,097          2,272
                                                            -----------     ----------
 Valuation allowance                                            (7,873)        (1,768)
                                                            -----------     ----------
Net deferred tax assets                                     $       224     $      504
                                                            -----------     ----------
                                                            -----------     ----------
</TABLE>


       Due to the uncertainty surrounding the realization of the benefits of its
favorable tax attributes in future income tax returns, the Company has placed a
valuation allowance against its deferred tax assets, except for previously paid
taxes that the Company believes are refundable. These deferred tax assets are
included as a component of other assets, net on the accompanying consolidated
balance sheets.


       The tax credit carryforwards expire at various dates through 2013. The
Tax Reform Act of 1986 contains provisions that may limit the tax credit
carryforwards available to be used in any given year in the event of significant
changes in ownership, as defined.

       The income (loss) from continuing operations before tax provision in the
accompanying consolidated statements of operations consisted of the following
(in thousands):
<TABLE>


FISCAL YEARS ENDED NOVEMBER 30,                  1998              1997              1996
                                     ----------------- ----------------- -----------------
<S>                                  <C>               <C>               <C>    
United States                               $ (8,039)             $ 792           $ 6,819
Foreign                                          (12)              (14)             (778)
                                     ----------------- ----------------- -----------------
                                            $ (8,051)             $ 778           $ 6,041
                                     ----------------- ----------------- -----------------
                                     ----------------- ----------------- -----------------
</TABLE>

       The income tax provision shown in the accompanying consolidated
statements of operations consists of the following (in thousands):

<TABLE>


FISCAL YEARS ENDED NOVEMBER 30,                        1998               1997               1996
                                                    -------              -----            -------
 Federal:
<S>                                                <C>                  <C>              <C>    
 Current                                            $ (280)              $ 581            $ 1,008
 Deferred                                               280               (504)                 -
                                                    -------              -----            -------
                                                          -                 77              1,008
                                                    -------              -----            -------
 State:
 Current                                                  -                 24                100
 Deferred                                                 -                  -                  -
                                                    -------              -----            -------
                                                          -                 24                100
                                                    -------              -----            -------
 Foreign - Current                                        -                 60                100
                                                    -------              -----            -------
                                                        $ -              $ 161            $ 1,208
                                                    -------              -----            -------
                                                    -------              -----            -------

</TABLE>


                                      F-15
<PAGE>



       The effective income tax rate varies from the amount computed using the
statutory U.S. income tax rate as follows:

<TABLE>


FISCAL YEARS ENDED NOVEMBER 30,                            1998              1997                1996
                                                         ------            ------              ------
<S>                                                      <C>               <C>                 <C>  
Tax provision (benefit) at statutory rate                (34.0) %          34.0  %             34.0%
Federal benefit from loss carryforward                        -                 -               (5.6)
Utilization of research and development                       -                                (14.8)
credits                                                                    (30.5)
State taxes                                               (6.0)               3.1        
                                                                                                  1.6
Change in valuation allowance                              40.0                 -                   -
Foreign taxes                                                 -               7.7                 1.6
Tax credits                                                   -               1.8                 3.2
Other permanent differences                                   -               4.5                   -
                                                         ------            ------              ------
                                                              - %            20.6%               20.0%
                                                         ------            ------              ------
                                                         ------            ------              ------

</TABLE>



8.  GEOGRAPHIC INFORMATION


       Operations in various geographic areas for the three years ended November
30, 1998 are summarized as follows (in thousands):

<TABLE>
<CAPTION>

                                                 United States           Europe    Eliminations      Consolidated
                                                 -------------          --------   ------------      ------------
FISCAL 1996
<S>                                            <C>                     <C>        <C>               <C>     
Sales to unaffiliated customers (1)                   $ 44,677          $ 6,149          $    -          $ 50,826
Sales or transfers between geographic areas              4,780                -         (4,780)                 -
                                                 -------------          --------   ------------      ------------
Net sales                                             $ 49,457          $ 6,149       $ (4,780)          $ 50,826
                                                 -------------          --------   ------------      ------------
Operating income (loss)                                $ 5,314          $ (778)         $  (83)           $ 4,453
Identifiable assets of continuing operations          $ 46,601          $ 3,647       $ (3,248)          $ 47,000
                                                 -------------          --------   ------------      ------------
                                                 -------------          --------   ------------      ------------
FISCAL 1997
Sales to unaffiliated customers (1)                   $ 37,398          $ 9,262          $    -          $ 46,660
Sales or transfers between geographic areas              4,516                -         (4,516)                 -
                                                 -------------          --------   ------------      ------------
Net sales                                             $ 41,914          $ 9,262       $ (4,516)          $ 46,660
                                                 -------------          --------   ------------      ------------
Operating income (loss)                               $(1,032)           $   79         $  (50)         $ (1,003)
Identifiable assets of continuing operations          $ 49,529          $ 5,287       $ (4,057)          $ 50,759
                                                 -------------          --------   ------------      ------------
                                                 -------------          --------   ------------      ------------
FISCAL 1998
Sales to unaffiliated customers (1)                   $ 31,306         $ 10,482          $    -          $ 41,788
Sales or transfers between geographic areas              5,948                -         (5,948)                 -
                                                 -------------          --------   ------------      ------------
Net sales                                             $ 37,254         $ 10,482       $ (5,948)          $ 41,788
                                                 -------------          --------   ------------      ------------
Operating income (loss)                              $ (9,636)         $  (110)          $   73         $ (9,673)
Identifiable assets of continuing operations          $ 46,641         $  4,368       $ (2,537)          $ 48,472
                                                 -------------          --------   ------------      ------------
                                                 -------------          --------   ------------      ------------

</TABLE>


(1) Foreign sales from the United States to unaffiliated customers for the years
ended November 30, 1998, 1997 and 1996 were approximately $7,953, $11,361 and
$13,317 respectively.



                                      F-16
<PAGE>




9.  ACCRUED EXPENSES



       Accrued expenses at November 30, 1998 and 1997 consist of the following
(in thousands):

<TABLE>
<CAPTION>

                                                  1998                    1997
                                         --------------          --------------

<S>                                      <C>                     <C>
Payroll and related taxes                      $ 1,691                 $ 1,552
Accrued warranty                                   463                     451
Accrued product development                      2,220                     450
Accrued sales and marketing                        878                     698
Accrued legal and other                          4,440                   3,807
                                         --------------          --------------
                                                $9,692                  $6,958
                                         --------------          --------------
                                         --------------          --------------
</TABLE>



10.  VALUATION AND QUALIFYING ACCOUNTS

The following table sets forth activity in the Company's accounts receivable
reserve account (in thousands):

<TABLE>
<CAPTION>

                           --------------  ---------------------- -------------- -------------
                              Balance at    Charges to Cost and     Deductions      Balance at
                             Beginning of         Expense                             End of
                              Fiscal Year                                          Fiscal Year
                           --------------  ---------------------- -------------- -------------

<S>                              <C>                 <C>            <C>                 <C> 
For the Fiscal Year Ended           $203                $177           $52                 $328
November 30, 1996
                           --------------  ---------------------- -------------- -------------
                           --------------  ---------------------- -------------- -------------
For the Fiscal Year Ended           $328                $187          $104                 $411
November 30, 1997
                           --------------  ---------------------- -------------- -------------
                           --------------  ---------------------- -------------- -------------
For the Fiscal Year Ended           $411                $340          $356                 $395
November 30, 1998
                           --------------  ---------------------- -------------- -------------
                           --------------  ---------------------- -------------- -------------

</TABLE>


11.  SELECTED QUARTERLY INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>

Fiscal 1998 (in thousands, except per share amounts)        February 28           May 31        August 31        November 30
----------------------------------------------------  --------------------   ---------------  --------------  --------------

<S>                                                         <C>              <C>              <C>                <C>     
Net sales                                                      $ 10,521         $  9,637         $ 10,124           $ 11,506
Gross profit                                                   $  6,428         $  5,878         $  6,173           $  7,076
Net income (loss)                                              $   (752)        $ (3,350)        $ (2,419)          $ (1,530)
Net income (loss) per share - basic                            $  (0.09)        $  (0.41)        $  (0.29)          $  (0.18)
Net income (loss) per share - diluted                          $  (0.09)        $  (0.41)        $  (0.29)          $  (0.18)
Shares -  net income (loss) per share - basic                     8,232            8,258            8,306              8,297
Shares -  net income (loss) per share - diluted                   8,232            8,258            8,306              8,297
                                                      --------------------   ---------------  -------------   --------------
                                                      --------------------   ---------------  -------------   --------------

</TABLE>

<TABLE>
<CAPTION>

 Fiscal 1997 (in thousands, except per share amounts)       February 28           May 31        August 31        November 30
----------------------------------------------------  --------------------   ---------------  --------------  --------------
<S>                                                          <C>              <C>              <C>                <C>     
Net sales                                                       $11,524          $12,102          $11,107            $11,927
Gross profit                                                    $ 7,163          $ 7,372          $ 6,720            $ 7,167
Net income (loss)                                               $   165          $   336          $  (405)           $   521
Net income (loss) per share - basic                             $  0.02          $  0.04          $ (0.05)           $  0.06
Net income (loss) per share - diluted                           $  0.02          $  0.04          $ (0.05)           $  0.06
Shares -  net income (loss) per share - basic                     8,110            8,127            8,164              8,189
Shares -  net income (loss) per share - diluted                   8,284            8,209            8,164              8,264
                                                      --------------------   ---------------  -------------   --------------
                                                      --------------------   ---------------  -------------   --------------

</TABLE>



                                      F-17
<PAGE>


12.  DISCONTINUED OPERATIONS


Pursuant to the Spin-Off described in Note 1, the Company's fiscal 1998 and 1997
results do not include any results from discontinued operations. The components
of discontinued operations included in the accompanying consolidated statements
of operations for the fiscal year ended November 30, 1996 are as follows (in
thousands):
<TABLE>
<CAPTION>

                                                                      1996
                                                           ----------------
<S>                                                        <C>
Net sales                                                         $ 21,201
Loss from continuing operations                                     (1,617)
Loss from networking distribution
   business                                                         (3,555)
Spin-off transaction costs                                          (1,500)
                                                           ----------------
Loss                                                              $ (6,672)
                                                           ----------------

</TABLE>

       The above loss from networking distribution business includes an
estimated loss on disposal of approximately $2,500. The loss for the year ended
November 30, 1996 also reflects an allocation of $560 of interest income
relating to the $9,168 of cash contributed to DTI by the Company.


                                      F-18
<PAGE>


                                  EXHIBIT INDEX



 EXHIBIT NUMBER                           DESCRIPTION


        3.1         Restated  Certificate of  Incorporation  of Media 100 
                    Inc. (filed as Exhibit 3.1 to the Company's Annual Report on
                    Form 10-K for the fiscal year ended November 30, 1996 and
                    incorporated by reference herein).

        3.2         By-laws of Media 100 Inc.,  as amended  through  
                    June 17, 1998 (filed as Exhibit 3.2 to the Company's
                    Quarterly Report on Form 10-Q for the fiscal quarter ended
                    May 31,1998 and incorporated by reference herein).

        4           Specimen  Certificate  representing  the Company's  
                    Common Stock (filed as Exhibit 4 to the Company's
                    Registration Statement on Form S-1, File No. 2-94121 and
                    incorporated by reference herein).

        10.1*       Key Employee  Incentive  Plan (1982),  as amended  
                    through November 15, 1996 (filed as Exhibit 10.1 to the
                    Company's Annual Report on Form 10-K for the fiscal year
                    ended November 30, 1996 and incorporated by reference
                    herein).

        10.2*       1986  Employee  Stock  Purchase  Plan, as amended  
                    through November 15, 1996 (filed as Exhibit 10.2 to the
                    Company's Annual Report on Form 10-K for the fiscal year
                    ended November 30, 1996 and incorporated by reference
                    herein).

        10.3*       Key Employee  Incentive  Plan (1992),  as amended  
                    through January 19, 1998 (filed as Exhibit 10.3 to the
                    Company's Annual Report on Form 10-K for the fiscal year
                    ended November 30, 1997 and incorporated by reference
                    herein).

        10.4*       Media 100 Inc.  401(k)  Savings  Plan (filed as 
                    Exhibit 10.4 to the Company's Annual Report on Form 10-K for
                    the fiscal year ended November 30, 1997 and incorporated by
                    reference herein).

        10.5.1      Lease dated January 31, 1997 relating to 290 Donald
                    Lynch Boulevard, Marlboro, MA (filed as Exhibit 10.5.1
                    to the Company's Annual Report on Form 10-K for the
                    fiscal year ended November 30, 1996 and incorporated by
                    reference herein).

        10.5.2      License Agreement dated as of January 31, 1997 relating
                    to 290 Donald Lynch Boulevard, Marlboro, MA (filed as
                    Exhibit 10.5.2 to the Company's Annual Report on Form
                    10-K for the fiscal year ended November 30, 1996 and
                    incorporated by reference herein).

        10.6.1      Distribution Agreement dated as of November 19, 1996
                    with Data Translation II, Inc. (DTI) (filed as Exhibit
                    10.8.1 to the Company's Annual Report on Form 10-K for
                    the fiscal year ended November 30, 1996 and
                    incorporated by reference herein).

        10.6.2      Intellectual Property Agreement dated as of December 2,
                    1996 with DTI (filed as Exhibit 10.8.2 to the Company's
                    Annual Report on Form 10-K for the fiscal year ended
                    November 30, 1996 and incorporated by reference
                    herein).

        10.6.3      Corporate Services Agreement dated as of December 2,
                    1996 with DTI (filed as Exhibit 10.8.3 to the Company's
                    Annual Report on Form 10-K for the fiscal year ended
                    November 30, 1996 and incorporated by reference
                    herein).

<PAGE>


        10.6.4      Amendment to Corporate Services Agreement dated
                    November 18, 1997 (filed as Exhibit 10.6.4 to the
                    Company's Annual Report on Form 10-K for the fiscal
                    year ended November 30, 1997 and incorporated by
                    reference herein).

        10.9        Offer  Letter  from the  Company to B. Robert  Feingold  
                    (filed as Exhibit 10.9 to the Company's Quarterly Report on
                    Form 10-Q for the fiscal quarter ended August 31,1998 and
                    incorporated by reference herein).

        21          Subsidiaries of Media 100 Inc.  (filed as Exhibit 21 to the 
                    Company's Annual Report on Form 10-K for the fiscal year
                    ended November 30, 1997 and incorporated by reference
                    herein).

        23          Consent of Arthur Andersen LLP.

        24          Power of Attorney (included in the signature page of this 
                    Annual Report on Form 10-K).

        27          Financial Data Schedule.

                      *   Identifies a management contract or compensatory
                          plan or arrangement in which an executive officer
                          or director of the Company participates.