AVID TECHNOLOGY, INC.
                              Avid Technology Park
                                  One Park West
                               Tewksbury, MA 01876




                                    May 15, 2001





Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549


            Re:   Avid Technology, Inc.
                  File No. 0-21174
                  Quarterly Report on Form 10-Q
                  -----------------------------

Ladies and Gentlemen:

     Pursuant  to  regulations  of  the  Securities  and  Exchange   Commission,
submitted  herewith  for  filing  on  behalf  of Avid  Technology,  Inc.  is the
Company's  Quarterly  Report on Form 10-Q for the fiscal quarter ended March 31,
2001.

     This filing is being effected by direct  transmission  to the  Commission's
EDGAR System.

                                    Very truly yours,


                                    /s/ Carol E. Kazmer


                                    Carol E. Kazmer
                                    General Counsel




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly period ended March 31, 2001


                         Commission File Number 0-21174

                              AVID TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)


            Delaware                            04-2977748
            (State or other jurisdiction of     (I.R.S. Employer
            incorporation or organization)      Identification No.)


                              Avid Technology Park
                                  One Park West
                               Tewksbury, MA 01876
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (978) 640-6789


     Indicate  by check  mark  whether  the  registrant  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).

                                 Yes X No _____

     Indicate by check mark  whether  the  registrant  has been  subject to such
filing requirements for the past 90 days.

                                 Yes X No _____

The number of shares  outstanding of the registrant's  Common Stock as of May 9,
2001 was 25,811,988.





                              AVID TECHNOLOGY, INC.

                                    FORM 10-Q

                  For the Quarterly Period Ended March 31, 2001

                                TABLE OF CONTENTS


                                                                          Page


PART I.    FINANCIAL INFORMATION

ITEM 1.    Condensed Consolidated Financial Statements:

   a) Condensed Consolidated Statements of Operations (unaudited)
      for the three months ended March 31, 2001 and 2000 ...................1

   b) Consolidated Balance Sheets as of
      March 31, 2001 (unaudited) and December 31, 2000......................2

   c) Condensed Consolidated Statements of Cash Flows (unaudited)
      for the three months ended March 31, 2001 and 2000 ...................3

   d) Notes to Condensed Consolidated Financial Statements (unaudited)......4

ITEM 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations...............................10

ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk........23

PART II.  OTHER INFORMATION

ITEM 6.   Exhibits and Reports on Form 8-K..................................24

Signatures..................................................................25

EXHIBIT INDEX...............................................................26




PART I.     FINANCIAL INFORMATION
ITEM 1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AVID TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)



                                                       Three Months Ended March 31,
                                                       ----------------------------
                                                            2001         2000
                                                         -----------   ----------
                                                        (unaudited)    (unaudited)
                                                                  
Net revenues                                              $118,133      $108,696
Cost of revenues                                            56,513        53,258
                                                         -----------   ----------
 Gross profit                                               61,620        55,438
                                                         -----------   ----------

Operating expenses:
 Research and development                                   23,273        19,445
 Marketing and selling                                      29,746        28,539
 General and administrative                                  6,967         6,912
 Restructuring and other costs, net                            364            -
 Amortization of acquisition-related intangible assets      12,420        19,800
                                                         -----------   ----------
  Total operating expenses                                  72,770        74,696
                                                         -----------   ----------

Operating loss                                             (11,150)      (19,258)

Other income (expense), net                                  1,496         1,044
                                                         -----------   ----------
Loss before income taxes                                    (9,654)      (18,214)

Provision for income taxes                                     800         1,250
                                                         -----------   ----------

Net loss                                                  ($10,454)     ($19,464)
                                                         ===========   ==========

Net loss per common share - basic and diluted               ($0.41)       ($0.81)
                                                         ===========   ==========

Weighted average common shares outstanding - basic and
diluted                                                     25,348        24,065
                                                         ===========   ==========


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


                                       1


AVID TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
                                                   March 31,       December 31,
                                                     2001              2000
                                                  ------------     -------------
                                                  (unaudited)
ASSETS
Current assets:
 Cash and cash equivalents                            $47,874           $64,875
 Marketable securities                                 17,181            18,331
 Accounts receivable, net of allowances of
  $11,595 and $11,384 at March 31, 2001 and
  December 31, 2000, respectively                      91,143            90,047
 Inventories                                           24,446            21,102
 Deferred tax assets                                      913             1,014
 Prepaid expenses                                       8,867             6,102
 Other current assets                                   4,014             4,634
                                                  ------------     -------------
  Total current assets                                194,438           206,105

Property and equipment, net                            27,059            26,136
Acquisition-related intangible assets                  21,912            30,316
Other assets                                            2,708             3,925
                                                  ------------     -------------
  Total assets                                       $246,117          $266,482
                                                  ============     =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                                     $24,686           $28,775
 Accrued compensation and benefits                     15,035            21,072
 Accrued expenses                                      21,339            22,851
 Income taxes payable                                  10,722            12,039
 Other current liabilities                              1,148               304
 Deferred revenues                                     29,418            24,479
                                                  ------------     -------------
  Total current liabilities                           102,348           109,520

Long-term debt and other liabilities,
 less current portion                                  13,595            13,449

Purchase consideration                                  2,689             5,663

Commitments and contingencies (Note 6)

Stockholders' equity:
 Preferred stock
 Common stock                                             266               266
 Additional paid-in capital                           359,964           359,103
 Accumulated deficit                                 (208,667)         (197,779)
 Treasury stock                                       (15,437)          (15,622)
 Deferred compensation                                 (3,334)           (4,752)
 Accumulated other comprehensive loss                  (5,307)           (3,366)
                                                  ------------     -------------
  Total stockholders' equity                          127,485           137,850
                                                  ------------     -------------
  Total liabilities and stockholders' equity         $246,117          $266,482
                                                  ============     =============


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


                                       2


AVID TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)



                                                             Three Months Ended March 31,
                                                            -----------------------------
                                                                2001            2000
                                                             -----------     -----------
                                                             (unaudited)     (unaudited)
                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                     ($10,454)       ($19,464)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
  Depreciation and amortization                                 16,315          24,303
  Provision for doubtful accounts                                  132           1,793
  Compensation from stock grants and options                       926             683
  Equity in income of non-consolidated companies                (1,084)           (616)
  Changes in operating assets and liabilities,
    net of effects of acquisitions:
   Accounts receivable                                           9,049          (7,803)
   Inventories                                                  (3,275)            796
   Prepaid expenses and other current assets                    (2,060)         (6,894)
   Accounts payable                                             (5,103)         (3,608)
   Income taxes payable                                         (1,162)          3,530
   Accrued expenses, compensation and benefits                 (10,591)         (8,793)
   Deferred revenues                                                90           3,689
- -----------------------------------------------------------------------------------------
 NET CASH USED IN OPERATING ACTIVITIES                          (7,217)        (12,384)
- -----------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property and equipment                            (2,686)         (1,690)
 Payments for other long-term assets                               (40)            801
 Investments in non-consolidated companies                                      (2,100)
 Cash paid to acquire business, net of cash acquired            (5,439)
 Purchases of marketable securities                             (8,632)         (4,481)
 Proceeds from sales of marketable securities                   10,044          21,100
- -----------------------------------------------------------------------------------------
 NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES            (6,753)         13,630
- -----------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Purchase of common stock for treasury                          (4,155)           (149)
 Proceeds from issuance of common stock                          2,440           5,008
- -----------------------------------------------------------------------------------------
 NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES            (1,715)          4,859
- -----------------------------------------------------------------------------------------
Effects of exchange rate changes on cash and cash equivalents   (1,316)           (207)
- -----------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents           (17,001)          5,898
Cash and cash equivalents at beginning of period                64,875          46,072
- -----------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                     $47,874         $51,970
- -----------------------------------------------------------------------------------------



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


                                       3


PART I.     FINANCIAL INFORMATION
ITEM 1D.    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            (UNAUDITED)


1.    FINANCIAL INFORMATION

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts  of  Avid   Technology,   Inc.  and  its  wholly   owned   subsidiaries
(collectively,   "Avid"  or  the  "Company").  These  financial  statements  are
unaudited.  However,  in the opinion of management,  the condensed  consolidated
financial  statements  include  all  adjustments,  consisting  of  only  normal,
recurring  adjustments,  necessary for their fair presentation.  Interim results
are  not  necessarily  indicative  of  results  expected  for a full  year.  The
accompanying  unaudited  condensed  financial  statements  have been prepared in
accordance with the  instructions for Form 10-Q and therefore do not include all
information and footnotes  necessary for a complete  presentation of operations,
the  financial  position,  and cash flows of the  Company,  in  conformity  with
generally accepted accounting principles. The Company filed audited consolidated
financial  statements for the year ended  December 31, 2000 on Form 10-K,  which
included all information and footnotes necessary for such presentation.

The Company's  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 dates of the financial
statements and the reported amounts of revenues and expenses during the reported
periods. The most significant  estimates reflected in these financial statements
include  accounts  receivable and sales  allowances,  inventory  valuation,  the
recoverability of intangible assets including goodwill, and income tax valuation
allowances. Actual results could differ from those estimates.

2.    NET LOSS PER COMMON SHARE

Diluted net loss per share for the three-month  periods ended March 31, 2001 and
2000  excluded  stock  options and warrants to purchase  5,335,171 and 6,696,998
weighted shares of common stock  outstanding,  respectively.  Inclusion of these
options and warrants would be anti-dilutive for each of these periods.

3.    INVENTORIES

Inventories consist of the following (in thousands):

                                 March 31,       December 31,
                                   2001              2000
                               --------------    --------------
Raw materials                        $14,492           $14,082
Work in process                        2,062             2,353
Finished goods                         7,892             4,667
                               --------------    --------------
                                     $24,446           $21,102
                               ==============    ==============



                                       4


4.    INVESTMENT IN JOINT VENTURE

In January 1999, Avid and Tektronix,  Inc.  established a 50/50 owned and funded
newsroom computer system joint venture, AvStar Systems LLC ("AvStar"). The joint
venture was  dedicated to providing  the next  generation  of newsroom  computer
systems  products  by  combining  both  companies'   newsroom  computer  systems
technology and certain personnel.  In September 1999, Tektronix  transferred its
interest in AvStar to a third party,  Grass  Valley  Group,  Inc. The  Company's
investment in the joint venture was being  accounted for under the equity method
of accounting.  The pro rata share of earnings of the joint venture  recorded by
the Company during the quarters ended March 31, 2001 and 2000 was  approximately
$1.1 million and $0.6 million,  respectively.  Since September 2000,  AvStar has
been doing business as iNews, LLC.

In January 2001, the Company acquired Grass Valley Group's 50% interest in iNews
for  approximately  $6.0 million.  This  acquisition was accounted for under the
purchase method of accounting.  Accordingly, the assets and liabilities acquired
that  represented  the  acquired  50% interest  were  recorded in the  Company's
financial  statements  as of the  acquisition  date based on their fair  values,
while the assets and liabilities that represented Avid's investment in the joint
venture were recorded as of the acquisition date based on the book values of the
joint venture's assets and liabilities without adjustment. Since the acquisition
date,  operating  results  of  iNews  have  been  included  in the  consolidated
operating  results of the Company.  The purchase  price of $6.0 million has been
allocated to net tangible assets of $1.9 million, completed technologies of $2.3
million and work force of $1.8 million. The purchase price allocation is subject
to adjustment  until certain  additional  information on the valuation of assets
acquired is  finalized.  Identifiable  intangible  assets will be amortized on a
straight-line basis over a three-year period.

The following  table  presents  unaudited pro forma results as if Avid and iNews
had been  combined as of the beginning of the periods  presented.  The pro forma
data are  presented  for  illustrative  purposes  only  and are not  necessarily
indicative of the combined financial position or results of operations of future
periods or of results that actually  would have occurred had Avid and iNews been
a combined company for the period presented.



                                                     Pro Forma Unaudited
                                            (in thousands, except per share amounts)

                                               Three Months Ended March 31, 2000

                                                           
   Net revenue                                                $113,275
                                                          ==============

   Net loss                                                   ($19,069)
                                                          ==============

   Net loss per common share- basic and diluted                 ($0.79)
                                                          ==============

   Weighted average common shares outstanding - basic
    and diluted                                                 24,065
                                                          ==============



                                       5


5.    LONG-TERM DEBT AND OTHER LIABILITIES

In connection  with the  acquisition  of  Softimage,  Avid issued a $5.0 million
subordinated note (the "Note") to Microsoft Corporation. The principal amount of
the Note,  including  any  adjustments  relative to unvested  Avid stock options
forfeited by Softimage  employees  plus all unpaid accrued  interest,  is due on
June 15, 2003. The Note bears interest at 9.5% per annum, payable quarterly.  As
of March 31, 2001,  the Note has been increased by  approximately  $16.0 million
for  forfeited   Avid  stock   options.   The  Company  made  cash  payments  of
approximately $8.0 million in 1999 for principal  resulting in a note balance of
$13.0  million at March 31, 2001.  The Company  made cash  payments for interest
during the  quarters  ended  March 31,  2001 and 2000 of $0.3  million  and $0.2
million, respectively.

6.    CONTINGENCIES

On June 7, 1995, Avid filed a patent infringement complaint in the United States
District Court for the District of Massachusetts against Data Translation,  Inc.
(now known as Media  100),  a  Marlboro,  Massachusetts-based  company.  Avid is
seeking  judgment  against  Data  Translation  that,  among other  things,  Data
Translation has willfully  infringed  Avid's patent number  5,045,940,  entitled
"Video/Audio  Transmission  System and Method." Avid is also seeking an award of
treble damages  together with prejudgment  interest and costs,  Avid's costs and
reasonable  attorneys' fees, and an injunction to prohibit further  infringement
by Data  Translation.  The litigation has been dismissed without prejudice (with
leave to refile),  pending a decision by the U.S. Patent and Trademark Office on
a reissue patent application based on the issued patent.

On March 11, 1996, Avid was named as a defendant in a patent  infringement  suit
filed in the United States  District Court for the Western  District of Texas by
Combined  Logic  Company,  a California  partnership  located in Beverly  Hills,
California.  On May 16,  1996,  the suit was  transferred  to the United  States
District  Court for the Southern  District of New York on motion by the Company.
The complaint  alleges  infringement  by Avid of U.S.  patent number  4,258,385,
issued in 1981,  and seeks  injunctive  relief,  treble  damages and costs,  and
attorneys' fees. Avid believes that it has meritorious defenses to the complaint
and intends to contest it  vigorously.  However,  an adverse  resolution of this
litigation could have an adverse effect on the Company's  consolidated financial
position  or results of  operations  in the  period in which the  litigation  is
resolved. No costs have been accrued for this possible loss contingency.

In March 1999, Avid and Tektronix,  Inc. were sued by Glen Holly  Entertainment,
Inc., a Tektronix distributor,  claiming that Tektronix's  discontinuance of the
Tektronix  Lightworks  product  line was the result of a  strategic  alliance by
Tektronix and Avid.  Glen Holly raised  antitrust and common law claims  against
the Company and  Tektronix,  and sought lost  future  profits,  treble  damages,
attorneys'  fees, and interest.  All of the antitrust claims against the Company
and  Tektronix,  and all other  claims  against  Avid have been  dismissed,  but
certain claims against Tektronix are still pending.  A trial for those remaining
claims is  currently  set for June 2001,  and Glen Holly has  indicated  that it
intends to appeal all dismissals  after the trial.  Avid views the complaint and
any appeal of the  dismissals  as  without  merit and  intends to defend  itself
vigorously.  However,  an adverse  resolution of this  litigation  could have an
adverse effect on the Company's  consolidated  financial  position or results of
operations in the period in which the litigation is resolved. No costs have been
accrued for this possible loss contingency.


                                       6


Avid  receives  inquiries  from time to time  with  regard  to  possible  patent
infringement claims. If any infringement is determined to exist, the Company may
seek licenses or settlements.  In addition,  as a normal incidence of the nature
of the Company's  business,  various claims,  charges,  and litigation have been
asserted or commenced against the Company arising from or related to contractual
or employee  relations,  intellectual  property  rights or product  performance.
Management does not believe these claims will have a material  adverse effect on
the financial position or results of operations of the Company.

7.    COMPREHENSIVE LOSS

Total  comprehensive  loss, net of taxes,  was  approximately  $12.4 million and
$19.8  million  for the  three-month  periods  ended  March  31,  2001 and 2000,
respectively,  which consists of net loss,  the net changes in foreign  currency
translation   adjustment   and  the  net   unrealized   gains   and   losses  on
available-for-sale securities.

8.    SEGMENT INFORMATION

The Company's organizational structure is based on strategic business units that
offer various products to the principle markets in which the Company's  products
are sold. These business units equate to two reportable segments: Video and Film
Editing and Effects,  and Professional  Audio. The following is a summary of the
Company's operations by operating segment (in thousands):

                                      For the Three Months Ended March 31,
                                      ----------------------------------
                                            2001             2000
                                          ----------       ----------
  Video and Film Editing and Effects:
        Net revenues                        $87,332          $77,880
                                          ==========       ==========
        Operating loss                      ($2,056)         ($7,122)
                                          ==========       ==========
  Professional Audio:
        Net revenues                        $30,801          $30,816
                                          ==========       ==========
        Operating income                     $3,690           $7,664
                                          ==========       ==========
  Combined Segments:
        Net revenues                       $118,133         $108,696
                                          ==========       ==========
        Operating income                     $1,634             $542
                                          ==========       ==========

The following table reconciles operating income for reportable segments to total
consolidated operating loss (in thousands):

                                            For the Three Months Ended March 31,
                                           -------------------------------------
                                                           2001         2000
                                                         ---------    ---------

Total operating income for reportable segments             $1,634         $542
 Unallocated amounts:
   Amortization of acquisition-related intangible assets  (12,420)     (19,800)
   Restructuring and other costs, net                        (364)        -
                                                         ---------    ---------
Consolidated operating loss                              ($11,150)    ($19,258)
                                                         =========    =========

                                       7


The  unallocated  amounts  represent  the  amortization  of acquired  intangible
assets,  including  goodwill,  associated  primarily  with  the  acquisition  of
Softimage.  In the three months ended March 31, 2001,  unallocated  amounts also
include the net charges for the 2001 Softimage restructuring and other actions.

9.    RESTRUCTURING AND OTHER COSTS, NET

In  1999,  the  Company  announced  and  implemented  a  restructuring  plan  to
strategically  refocus the Company and bring operating expenses in line with net
revenues.  The major elements of the restructuring plan included the termination
of certain  employees,  the vacating of certain facilities and a decision not to
provide any future releases of a limited number of existing products,  including
stand-alone Marquee, Avid Cinema, Media Illusion and Matador. In connection with
this plan, the Company recorded a restructuring charge of $9.6 million, of which
$0.6 million represented non-cash charges relating to the disposition of certain
fixed assets.

On March 29, 2001,  the Company  announced a  restructuring  plan related to its
Softimage  operations.  As  a  result,  the  Company  terminated  47  employees,
primarily in Montreal,  Canada, and vacated a leased facility in California.  In
connection  with this plan,  the Company  recorded a $1.4 million  restructuring
charge  during the first  quarter of 2001.  The  restructuring  charge  includes
approximately  $1.2  million  for  severance  and  related  costs of  terminated
employees   and  $0.2  million  for   facility   vacancy   costs,   including  a
non-cancelable lease commitment.

The  following  table  sets  forth the  activity  in the  restructuring  accrual
accounts for the three months ended March 31, 2001 (in thousands):

                                         Employee    Facilities
                                         Related      Related       Total
                                        ----------   ----------  ----------
Accrual balance at December 31, 2000        $399       $1,454      $1,853

Restructuring charge in March 2001         1,172          192       1,364
Cash payments                               (114)         (59)       (173)
                                        ----------   ----------  ----------
Accrual balance at March 30, 2001         $1,457       $1,587      $3,044
                                        ==========   ==========  ==========

The Company  expects that the majority of the  remaining  $1.5 million  employee
related  accrual  balance will be expended over the next nine months and will be
funded from working  capital.  The majority of the  facilities  related  accrual
represents  estimated  losses on subleases of space  vacated as part of the 1999
restructuring  action. The lease extends through 2010 unless the Company is able
to negotiate an earlier termination.

In December  1999,  the Company  entered  into an  agreement to sell its Italian
subsidiary to a third party, who established the entity as a distributor of Avid
products.  The Company incurred a loss of approximately  $2.0 million related to
the sale, including a reserve of $1.0 million for the Company's guarantee of the
new entity's  line of credit with a bank.  This  guarantee  ended on January 31,
2001 without  requiring  any cash payment by Avid.  Accordingly,  in the quarter
ended March 31, 2001, the Company recorded a credit associated with the reversal
of the reserve,  which was included under the caption,  Restructuring  and other
cost, net, where the charge was originally recorded.


                                       8


10.    SUPPLEMENTAL RECONCILIATION OF NET LOSS TO TAX-EFFECTED INCOME
       EXCLUDING NONRECURRING COSTS AND AMORTIZATION OF ACQUISITION-RELATED
       INTANGIBLE ASSETS

The following  table presents a calculation of  tax-effected  income and diluted
per  share   amounts   excluding   nonrecurring   costs  and   amortization   of
acquisition-related  intangible assets. The information is presented in order to
enhance  the  comparability  of the  statements  of  operations  for the periods
presented.



(in thousands, except per share data)                 For the Three Months Ended March 31,
                                                      ------------------------------------
                                                              2001            2000
                                                          -----------     -----------
                                                                      
Net loss                                                    ($10,454)       ($19,464)
Adjustments:
   Amortization of acquisition-related intangible assets      12,420          19,800
   Nonrecurring costs                                            364
                                                          -----------     -----------
Tax-effected income excluding nonrecurring costs and
 amortization of acquisition-related intangible assets        $2,330            $336
                                                          ===========     ===========

Tax-effected income per diluted share excluding
  nonrecurring costs and amortization of acquisition-
  related intangible assets                                    $0.08           $0.01
                                                          ===========     ===========

Weighted average common shares outstanding - diluted -
  Used for calculation                                        27,543          25,850
                                                          ===========     ===========


11.    RECENT ACCOUNTING PRONOUNCEMENTS

In September 2000, the Financial  Accounting  Standard Board issued Statement of
Financial Accounting  Standards No. 140 ("SFAS 140"),  "Accounting for Transfers
and  Servicing  of  Financial  Assets and  Extinguishments  of  Liabilities  - a
Replacement  of FASB  Statement  No.  125." SFAS 140  revises the  standards  of
accounting  for  securitizations  and other  transfers of  financial  assets and
collateral  and  requires  certain  disclosures,  and  reiterates  many  of  the
provisions  of SFAS 125.  SFAS 140 is effective  for  transfers and servicing of
financial assets and  extinguishments  of liabilities  occurring after March 31,
2001. The Company does not expect the application of SFAS 140 to have a material
impact on its financial position or results of operations.


                                       9


PART I.     FINANCIAL INFORMATION
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

OVERVIEW

The Company develops,  markets,  sells and supports a wide range of software and
systems for digital media production, management and distribution. Digital media
are media elements,  whether video, audio or graphics, in which the image, sound
or picture is recorded and stored as digital  values,  as opposed to analog,  or
tape-based,  signals.  Our product and service  offerings  enable  customers  to
"Make, Manage and Move Media."

Make Media.  To make media,  we offer digital,  nonlinear video and film editing
systems  to enable  customers  to edit  moving  pictures  and sound in a faster,
easier, more creative, and more cost-effective manner than by use of traditional
analog tape-based  systems.  (Nonlinear systems allow editors to access material
randomly rather than requiring them to work  sequentially.)  To complement these
nonlinear  editing  systems,  we develop and sell a range of image  manipulation
products  that allow users in the video and film  post-production  and broadcast
markets  to create  graphics  and  special  effects  for use in  feature  films,
television  shows and advertising,  and news programs.  The products include 3-D
and special effects software products developed by our Softimage subsidiary.  We
also offer digital audio systems through our Digidesign  division.  Digidesign's
audio systems have applications in music, film,  television,  video,  broadcast,
streaming media, and web development,  as well as in home and hobbyist  markets.
These  systems  are  based  upon  proprietary  Digidesign/Avid  audio  hardware,
software,  and control surfaces, and permit users to record, edit, mix, process,
and master audio in an integrated manner.

Manage Media. We provide complete network, storage, and database solutions based
on our Avid Unity MediaNet  technology.  This technology  enables users to share
and manage media assets  throughout  a project or  organization.  The ability to
effectively  manage digital media assets is a critical component for success for
many broadcast and media companies with multiple product lines. Accordingly,  we
have  designed  our  products to work  together  in the  network,  storage,  and
database  environment,  allowing  for the  sharing  of data and  increasing  the
effectiveness  of  our  customers'  workflow.  Our  key  technologies  help  our
customers  to reduce  costs and  increase  the  value of their  media  assets by
letting  them  easily and  quickly  "repurpose"  or find new uses or markets for
their  assets.  We intend to increase our network based  services  offerings and
develop this area into an incremental revenue opportunity.

Move Media.  We offer  products that allow  customers to distribute  their final
product.  We believe that the  Internet  will become a  significant  new content
distribution  channel and we are  continuing  to invest in this area. We develop
and sell Internet  infrastructure products to support the broadcast of streaming
Internet  video,  and  continue  to  integrate  new  capabilities  into our core
products designed for the Internet environment, enabling Internet publishing and
Internet video and audio  streaming  capabilities.  In addition,  we now provide
technology for playback directly to air for broadcast television applications.


                                       10


Our products are used  worldwide in production and  post-production  facilities,
film studios,  network,  affiliate,  independent and cable television  stations,
recording   studios,   advertising   agencies,    government   and   educational
institutions, corporate communication departments, and by Internet professionals
and hobbyists.  Projects produced using our products--from major motion pictures
and prime-time  television to music, video, and marquee recording  artists--have
been honored with Oscar(R),  Emmy(R), and Grammy(R) awards, as well as a host of
other international awards. (Oscar is a registered trademark and service mark of
the Academy of Motion Picture Arts and Sciences.  Emmy is a registered trademark
of  ATAS/NATAS.  Grammy is a registered  trademark  of The  National  Academy of
Recording Arts and Sciences, Inc.)

RESULTS OF OPERATIONS

In January 2001 the Company  acquired the remaining  50%  ownership  interest in
iNews,  which was formerly held by the Grass Valley Group. Since the acquisition
date,  operating  results  of  iNews  have  been  included  in the  consolidated
operating results of the Company.

Net Revenues

The  Company's  net  revenues  have  been  derived  mainly  from  the  sales  of
computer-based digital, nonlinear media editing systems and related peripherals,
licensing of related software, and sales of software maintenance contracts.  Net
revenues  increased to $118.1  million in the quarter  ended March 31, 2001 from
$108.7  million in the same  quarter of last year,  despite an adverse  currency
effect of $3.3 million  assuming  exchange  rates during the quarter ended March
31, 2001 remained  consistent with the quarter ended March 31, 2000. The revenue
increase reflected sales of newer products such as the Company's high-definition
product  from its DS group,  which began  shipping  during the current  quarter,
iNews products and services as a result of the  acquisition,  increased sales of
Avid Unity systems and upgrades, and Media Composer and Symphony upgrades. These
revenue  increases  were  partially  offset  by  decreased  unit  sales of Media
Composer systems, Avid Xpress systems,  standard definition DS systems and local
storage.

Net revenues derived through indirect channels were approximately 84% and 88% of
net revenue for each of the  three-month  periods ended March 31, 2001 and 2000,
respectively.

Sales in the Americas  accounted for 51% and 47% of the Company's  first quarter
2001  and  2000  net  revenues,   respectively.   Americas  sales  increased  by
approximately  $8.8 million or 17% compared to the same period in 2000. Sales in
Europe and Asia Pacific regions accounted for 49% and 53% of the Company's first
quarter 2001 and 2000 net  revenues,  respectively.  The Europe and Asia Pacific
sales increased by approximately  $0.7 million or 1% compared to the same period
in 2000.

Gross Profit

Cost of revenues consists  primarily of costs associated with the procurement of
components;   the  assembly,   test  and  distribution  of  finished   products;
warehousing;  post-sales  customer  support  costs;  royalties  for  third-party
software  included in the products;  and provisions for inventory  obsolescence.
The  resulting  gross  profit  fluctuates  based on  factors  such as the mix of
products  sold,  the cost and  proportion of  third-party  hardware and software
included in the systems sold, the offering of product upgrades,  price discounts
and other sales promotion  programs,  the  distribution  channels  through which
products  are sold,  the  timing of new  product  introductions,  sales of after
market hardware products, and currency.


                                       11


Gross margin  increased to 52.2% in the first  quarter of 2001 compared to 51.0%
in the same period of 2000.  The increase was  primarily due to product mix, the
most  significant  factor being the  acquisition  of iNews which  improved gross
margin by .8%. Sales of Avid|DS-HD,  which began shipping during the quarter, as
well as a lower proportion of Media Composer upgrades and Avid Xpress systems in
the first quarter of 2001, also contributed to the positive mix factor. This was
partially offset by, among other factors,  a negative impact from currency of 2%
assuming exchange rates for the quarter ended March 31, 2001 remained consistent
with the quarter ended March 31, 2000.

Research and Development

Research and development expenses increased by $3.8 million (19.7%) in the first
quarter of 2001 compared to the same period in 2000.  The increase was primarily
due to increases in personnel-related expenditures,  largely attributable to the
acquisition  of  iNews.   Research  and  development  expenses  increased  as  a
percentage  of net revenues to 19.7% in the first quarter of 2001 from 17.9% for
the same period in 2000.  This  percentage  increase  was  primarily  due to the
increase in research and development expenses as noted above.

Marketing and Selling

Marketing and selling expenses increased by approximately $1.2 million (4.2%) in
the first quarter of 2001  compared to the same period in 2000  primarily due to
increases in personnel-related expenditures,  travel and miscellaneous expenses,
largely attributable to the acquisition of iNews. These increases were partially
offset  by a  decrease  in the  Company's  bad debt  provision  for the  current
quarter.  Marketing  and  selling  expenses  decreased  as a  percentage  of net
revenues to 25.2% in the first quarter of 2001 from 26.3% for the same period in
2000.  This  percentage  decrease was primarily due to the increase in marketing
and selling  expenses,  as noted above,  occurring at a lesser rate than revenue
growth.  The Company  expects the second quarter 2001 expenses for marketing and
selling to be higher than that of the first  quarter due to expenses  associated
with the National  Association of Broadcasters  trade show,  which occurs in the
second quarter.

General and Administrative

General and  administrative  expenses  increased by  approximately  $0.1 million
(0.8%) in the first  quarter of 2001  compared to the same  period in 2000.  The
increase is primarily  attributable to the acquisition of iNews,  largely offset
by reduced  legal  fees.  General and  administrative  expenses  decreased  as a
percentage  of net  revenues to 5.9% in the first  quarter of 2001 from 6.4% for
the same period in 2000.  This  percentage  decrease  was  primarily  due to the
increase in general and  administrative  expenses  noted  above  occurring  at a
lesser rate than revenue growth.

Restructuring

In  1999,  the  Company  announced  and  implemented  a  restructuring  plan  to
strategically  refocus the Company and bring operating expenses in line with net


                                       12


revenues.  The major elements of the restructuring plan included the termination
of certain  employees,  the vacating of certain facilities and a decision not to
provide any future releases of a limited number of existing products,  including
stand-alone Marquee, Avid Cinema, Media Illusion and Matador. In connection with
this plan, the Company recorded a restructuring charge of $9.6 million, of which
$0.6 million represented non-cash charges relating to the disposition of certain
fixed assets.

On March 29, 2001,  the Company  announced a  restructuring  plan related to its
Softimage  operations.  As  a  result,  the  Company  terminated  47  employees,
primarily in Montreal,  Canada, and vacated a leased facility in California.  In
connection  with this plan,  the Company  recorded a $1.4 million  restructuring
charge  during the first  quarter of 2001.  The  restructuring  charge  includes
approximately  $1.2  million  for  severance  and  related  costs of  terminated
employees   and  $0.2  million  for   facility   vacancy   costs,   including  a
non-cancelable lease commitment.

In December  1999,  the Company  entered  into an  agreement to sell its Italian
subsidiary to a third party who  established the entity as a distributor of Avid
products.  The Company incurred a loss of approximately  $2.0 million related to
the sale, including a reserve of $1.0 million for the Company's guarantee of the
new entity's  line of credit with a bank.  This  guarantee  ended on January 31,
2001 without  requiring  any cash payment by Avid.  Accordingly,  in the quarter
ended March 31, 2001, the Company recorded a credit associated with the reversal
of the reserve,  which was included under the caption,  Restructuring  and other
cost, net, where the charge was originally recorded.

Amortization of Acquisition-Related Assets

In connection with the August 1998 acquisition of the business of Softimage, the
Company allocated $88.2 million of the total purchase price of $247.9 million to
intangible assets,  consisting of completed  technologies,  work force and trade
name,  and $127.8  million to goodwill.  During the second and third quarters of
2000 and the first quarter of 2001, the Company recorded  additional  intangible
assets as it acquired three smaller companies,  The Motion Factory,  Inc., Pluto
Technologies  International  Inc. and iNews, LLC. Results for the quarters ended
March 31, 2001 and 2000 reflect amortization of $12.4 million and $19.8 million,
respectively,  associated  with  all  of  these  acquisition-related  intangible
assets.  The  unamortized  balance of the  intangible  assets  relating to these
acquisitions,   including  goodwill,  was  $21.9  million  at  March  31,  2001.
Approximately  $17.1 million  additional  amortization is expected  through July
2001, with the remaining $4.8 million to be amortized through December 2003.

Other Income (Expense), Net

Other  income  (Expense),  net,  consists  primarily  of equity in the income of
non-consolidated companies,  interest income, and interest expense. Other income
(Expense),  net,  for the first  quarter  2001  increased  $0.5  million to $1.5
million as compared to the same period in 2000  primarily  due to an increase in
the  Company's  equity in the income of iNews  prior to the  acquisition  of the
remaining ownership interest in the first quarter.

Provision for Income Taxes

The Company  recorded a tax  provision of $0.8 million for the first  quarter of
2001.  This compares to a tax  provision of $1.25  million  recorded in the same
period of last year.  In  general,  these  provisions  were  comprised  of taxes
payable by the Company's  foreign  subsidiaries.  No tax benefit was recorded on
the losses before income taxes in the U.S.

                                       13


LIQUIDITY AND CAPITAL RESOURCES

The Company has funded its  operations  to date  through both private and public
sales of equity securities as well as through cash flows from operations.  As of
March 31, 2001, the Company's principal sources of liquidity included cash, cash
equivalents, and marketable securities totaling approximately $65.1 million.

With  respect  to cash  flow,  net cash used in  operating  activities  was $7.2
million for the period ended March 31, 2001 compared to $12.4  million  provided
by operating activities in 2000. During the quarter ended 2001, net cash used in
operating  activities  primarily reflects the net loss adjusted for depreciation
and  amortization  as well  as a  decrease  in  accounts  receivable  (excluding
receivables  acquired as part of the iNews  acquisition),  accounts  payable and
accrued expenses,  and increases in inventories and other current assets. During
the  quarter  ended  March  31,  2000,  net cash  used in  operating  activities
primarily  reflects the net loss adjusted for  depreciation  and amortization as
well as increases in accounts receivable and other current assets, and decreases
in accounts payable and accrued expenses.

The Company  purchased  $2.7 million of property and equipment  during the first
quarter of 2001, compared to $1.7 million in 2000. In both of these periods, the
purchases  were  primarily  of hardware  and  software to support  research  and
development  activities and for the Company's  information  systems.  During the
quarter ended March 31, 2001, the Company also made a cash payment,  net of cash
acquired, of $5.4 million for the purchase of the remaining 50% of iNews. During
the quarter  ended March 31, 2000,  the Company made a cash  investment  of $2.1
million in Rocket Network,  Inc., a provider of Internet recording studios which
allows audio professionals to meet and collaborate on the Internet.

During 1998,  the Company  announced  that the board of directors had authorized
the  repurchase  of up to 3.5  million  shares of the  Company's  common  stock.
Purchases  have  been  made  in  the  open  market  or in  privately  negotiated
transactions.  The  Company  has  used,  and  plans  to  continue  to  use,  any
repurchased  shares for reissuance  under its employee  stock plans.  During the
first  quarter  of  2001,   232,000  shares  were   repurchased  at  a  cost  of
approximately $4.2 million, which completed the stock buyback program.

We believe existing cash, cash equivalents, marketable securities and internally
generated  funds will be sufficient to meet our cash  requirements  for at least
the next 12 months.  In the event we require  additional  financing,  we believe
that we  will  be  able to  obtain  such  financing;  however,  there  can be no
assurance  that we would be  successful  in doing  so, or that we could do so on
favorable terms.


EUROPEAN MONETARY UNION

On January 1, 1999, eleven of the fifteen member countries of the European Union
established  fixed conversion  rates between their sovereign  currencies and the
euro. As of that date, the  participating  countries agreed to adopt the euro as
their common legal currency.  However, the legacy currencies remain legal tender
in the  participating  countries  until January 1, 2002.  During this transition
period,  public  and  private  parties  may elect to pay or charge for goods and
services using either the euro or the  participating  country's legacy currency.

                                       14


We began  conducting  certain  business  transactions  in the euro on January 1,
1999, and changed our functional currency for the effected countries to the euro
on January 1, 2000.  The  conversion to the euro has not had and is not expected
to have a significant  operational  impact or a material financial impact on the
results  of  operations,  financial  position,  or  liquidity  of  our  European
businesses.


RECENT ACCOUNTING PRONOUNCEMENTS

In September 2000, the Financial  Accounting  Standard Board issued Statement of
Financial Accounting  Standards No. 140 ("SFAS 140"),  "Accounting for Transfers
and  Servicing  of  Financial  Assets and  Extinguishments  of  Liabilities  - a
Replacement  of FASB  Statement  No.  125." SFAS 140  revises the  standards  of
accounting  for  securitizations  and other  transfers of  financial  assets and
collateral  and  requires  certain  disclosures,  and  reiterates  many  of  the
provisions  of SFAS 125.  SFAS 140 is effective  for  transfers and servicing of
financial assets and  extinguishments  of liabilities  occurring after March 31,
2001. The Company does not expect the application of SFAS 140 to have a material
impact on its financial position or results of operations.

                                       15


CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

Some of the  statements  in this Form 10-Q  relating to our future  performance,
constitute forward-looking statements. Such forward-looking statements are based
upon  management's  current  expectations  and involve known and unknown  risks.
Realization of any of these risks may cause actual results to differ  materially
from the results described in the forward-looking  statements.  Certain of these
risks are as follows:

Our future  success will depend in part upon our ability to enhance our existing
products in the digital editing market.

Our core digital video and film editing market predominantly uses Avid products,
particularly  Media  Composer,  which  represents a  significant  portion of our
revenues,  and future growth in this market could be limited.  Our future growth
will depend upon our ability to introduce  new features  and  functionality  for
Media  Composer,  improve  upon its  price/performance,  respond to  competitive
offerings,  and adapt to new industry  requirements and standards.  Any delay or
failure to further  develop Media Composer or to introduce other new products in
this market, could harm our business and reduce our operating results.

The broadcast market is large, widely dispersed, and highly competitive,  and we
may not be successful in growing our customer base in this market.

We are  currently  building  our  presence  in the  broadcast  market  and  have
augmented  our  NewsCutter  offering  with the  Avid  Unity  for News  products,
launched in December 2000, and with the server,  newsroom,  and browser products
obtained in the recent Pluto and iNews acquisitions.  As a relatively new player
in the broadcast market, we may encounter difficulties in establishing ourselves
and  developing  a  strong,  loyal  customer  base.  Our  competitors,  such  as
Associated  Press,  Sony,  Panasonic,  and  Grass  Valley,  may  devote  greater
resources to the broadcast  market than we do, or may be able to leverage  their
market presence more effectively. If we are unsuccessful in capturing a share of
the market, our business and revenues could be adversely affected.

Competition  in the 3D animation  market has  increased  dramatically  since our
acquisition of Softimage.

The animation  market has changed  significantly  from the time when we acquired
our Softimage  subsidiary in August 1998.  While  Softimage  once  dominated the
higher end of the 3D market (i.e.,  feature films and other  intensive  graphics
applications),  it now  faces  new  challenges  to its  products  and  services.
Competitors' products,  including  Alias/Wavefront's  Maya, Discreet's 3D Studio
Max, and Newtek's Lightwave, have reduced Softimage's market share. In addition,
new  product  offerings  from all of the  market  players  in recent  years have
contributed  to  downward  price  pressure,  which has  resulted  in  increasing
compression of margins. To the extent that these factors continue or worsen, our
business may suffer.

                                       16


We have a  significant  share of the  professional  audio  market and  therefore
growth  in this  market  will  depend  in part on our  ability  to  successfully
introduce new products.

Currently,  products of our  Digidesign  division  have  captured a  significant
portion of the professional audio market. Our future success will depend in part
upon our  ability to offer,  on a timely  and  cost-effective  basis,  new audio
products and enhancements of our existing audio products. The timely development
of new or  enhanced  products  is a complex and  uncertain  process,  and we may
experience design,  manufacturing,  marketing, and other difficulties that delay
or prevent  our  development,  introduction  or  marketing  of new  products  or
enhancements.

We are expanding our product line, and our future revenues depend in part on the
success of this expansion.

We are  expanding  our  product  line  beyond our core video  editing  market to
address  the  digital  media  production  needs of the  broadcast  news  market,
including cable and Internet news, the on-line film and video finishing  market,
and the emerging market for multimedia production tools,  including the Internet
and corporate markets. We have limited experience in serving these markets,  and
there  can be no  assurance  that  we will be  able  to  develop  such  products
successfully.  To be  successful,  we will need to introduce new products,  gain
customer  acceptance,   and  establish  appropriate   distribution  and  support
channels.  Any unexpected  delays or additional costs that we incur in achieving
these goals could harm our business and reduce our operating results.

Our future growth depends in part on the widespread  adoption of the Internet by
the digital media market.

Our  plans  for  future  growth  in the  Internet  market,  including  the  Avid
Production  Network and Trilligent  product lines,  as well as the Internet news
market,  depend  on  increased  use of  the  Internet  for  the  creation,  use,
manipulation,  and  distribution  of media  content  from  corporate  markets to
high-end  post-production.  Such uses of the Internet are  currently at an early
stage of  development,  and the future  evolution of the Internet  market is not
clear.  Our success in this emerging  Internet market will depend on the rate at
which the market  develops and on our ability to establish our market  presence.
If the  commercial use of the Internet fails to grow as anticipated or if we are
unable to capture a  significant  market  share,  our  business  and  results of
operations could suffer.

Our products are complex and delays or  difficulties in introducing new products
could harm our business.

Our future  success  will depend in part on our ability to offer  products  that
compete  favorably  with our  competitors'  products  in  terms of  reliability,
performance,  ease of use, range of features, product enhancements,  reputation,
price,  and  training.   Delays  or  difficulties  in  product  development  and
introduction  may harm our business.  Our products are  internally  complex and,
despite  extensive  testing and quality control,  may contain errors or defects.
Such errors or defects  could cause us to issue  corrective  releases  and could
result  in  loss  of  revenues,   increased  product  returns,  lack  of  market
acceptance, and damage to our reputation.

                                       17


New product  announcements by our competitors and by us could have the effect of
reducing  customer  demand for our existing  products.  Some of our new products
constitute upgrades of existing products. In the past, we have offered discounts
on the price of such upgrades to existing  customers,  which, where appropriate,
have been based upon the return of circuit boards and system keys. To the extent
that such circuit  boards and system keys are not returned,  it can decrease the
revenue generated by such new products.  New product introductions require us to
devote time and resources to training our sales channels in product features and
target  customers,  with the temporary  result that the sales channels have less
time to devote to selling our products.

Qualifying and supporting our products on both Windows and MacIntosh  platforms,
as well as other computer platforms, is time consuming and expensive.

Our software engineers devote significant time and effort to qualify and support
our products on various computer platforms,  including most notably,  Windows NT
and MacIntosh.  Computer platform  modifications and upgrades require additional
time to be spent to ensure that our  products  will  function  properly.  To the
extent that the current  configuration of the qualified and supported  platforms
change or that we need to qualify and support new platforms,  we may be required
to expend valuable engineering resources and thereby reduce our profit margins.

Our operating results are dependent on several unpredictable factors.

Our gross profit margin on our products  depends on many  factors.  Such factors
include:

o mix of products sold;
o the cost and the proportion of third-party hardware included in such products;
o product distribution channels;
o timing of new product introductions;
o product offers and platform upgrades;
o price discounts and sales promotion programs;
o volume of sales of aftermarket hardware products;
o costs of swapping or fixing products released to the market with defects;
o provisions for inventory obsolescence;
o allocations of manufacturing overhead and customer support costs to cost of
  goods;
o sales of third-party computer hardware to distributors;
o competitive pressure on product prices; and
o currency fluctuations.

Negative changes in any of these factors could reduce our gross profit margin.

Our operating costs are tied to projections of future revenues, which may differ
from actual results.

Our operating  expense levels are based, in part, on our  expectations of future
revenues.  Such  future  revenues  are  difficult  to predict.  Further,  we are
generally  unable to reduce  quarterly  operating  expense levels rapidly in the
event  that  quarterly  revenue  levels  fail  to  meet  internal  expectations.
Therefore,  if quarterly revenue levels fail to meet internal  expectations upon
which expense levels are based, our results of operations could be lower than we
had anticipated.

                                       18


The markets for our  products  are  competitive,  and we expect  competition  to
intensify in the future.

The digital video, audio and animation markets are competitive and characterized
by pressure to reduce  prices,  incorporate  new features,  and  accelerate  the
release of new  products.  Many of our current and  potential  competitors  have
substantially greater financial, technical, distribution, support, and marketing
resources than we do. Such  competitors  may use these  resources to lower their
product  costs and thus be able to lower  prices to levels at which we could not
operate  profitably.  Further,  such competitors may be able to develop products
comparable  or superior to ours,  or adapt more quickly to new  technologies  or
evolving customer  requirements.  If we are unable to compete effectively in our
target markets, our business and results of operations could suffer.

We depend on a number of sole source suppliers.

We are dependent on a number of specific suppliers for certain key components of
our products.  These components include,  among others:  video compression chips
manufactured by C-Cube Microsystems; a small computer systems interface ("SCSI")
accelerator  board from ATTO Technology;  a 3-D digital video effects board from
Pinnacle Systems;  application  specific integrated circuits ("ASICS") from Chip
Express  and LSI Logic;  digital  signal  processing  integrated  circuits  from
Motorola;  a fibre channel  adapter card from JNI; a fibre channel storage array
from  the  Clariion   division  of  EMC;  a  PCI  expansion   chassis  from  SBS
Technologies,  Inc.; a fixed programmable gate array from Quicklogic; digital to
analog and analog to digital converter integrated circuits from Cirrus Logic; an
interconnect bridge integrated circuit from Intel Corp.; and analog switches and
op amps from Analog Devices.

We purchase these sole source components pursuant to purchase orders placed from
time to time. We generally do not carry  significant  inventories  of these sole
source  components and have no guaranteed supply  arrangements.  If any of these
sole  source  vendors  failed to supply or  enhance  such  components,  it could
imperil  our  supply  of  these  components.   Similarly,  if  any  such  vendor
encountered technical,  operating or financial  difficulties,  it might threaten
our supply of these  components.  While we believe that  alternative  sources of
supply for sole source components could be developed, or our products redesigned
to permit the use of alternative  components,  an interruption in our sources of
supply could damage our business and negatively affect our operating results.

If we fail to maintain strong  relationships  with our resellers,  distributors,
and component suppliers,  our ability to successfully deploy our products may be
harmed.

We sell many of our products  and  services  indirectly  through  resellers  and
distributors.  These resellers and distributors  typically purchase software and
"kits"  from us and other  turnkey  components  from  other  vendors in order to
produce  complete  systems for  resale.  Any  disruption  to our  resellers  and
distributors,  or their  third-party  suppliers,  could  reduce our gross profit
margin.

If we become dependent on third-party  hardware for our products,  our operating
results could be harmed.

Our gross profit  margin varies from product to product  depending  primarily on
the proportion and cost of third-party  hardware included in each product.  From
time to time, we add  functionality  and features to our products.  If we effect
such additions  through the use of more, or more costly,  third-party  hardware,
and do not increase the price of such products to offset these increased  costs,
then our gross profit margin on these products could decrease.

                                       19


Our future growth could be harmed if we lost the services of our key personnel.

Our success depends upon the services of a number of key current employees.  The
loss of the  services  of one or more of  these  key  employees  could  harm our
business.  Our success also depends upon our ability to attract  highly  skilled
new employees.  Competition  for such employees is intense in the industries and
geographic areas in which we operate.  If we are unable to compete  successfully
for such employees, our business could suffer.

Our AvidProNet.com  website could subject us to legal claims that could harm our
business.

We have launched the Avid Production  Network site  (AvidProNet.com)  to provide
interactive   information   and  services  to  new  media  and   post-production
professionals.  Our plans for  AvidProNet.com  include  content-hosting,  remote
reviewing,  and stock footage  availability.  Because materials may be posted on
and/or downloaded from the AvidProNet.com  website and distributed to others, we
may be subject to claims for  defamation,  negligence,  copyright  or  trademark
infringement,  personal  injury,  or other  theories of  liability  based on the
nature,  content,  publication and distribution of such materials.  In addition,
although we have  attempted to limit our  exposure by  contract,  we may also be
subject  to  claims  for  indemnification  by end  users in the  event  that the
security  of the  AvidProNet.com  website  is  compromised.  As the  website  is
available on a worldwide  basis,  the website could  potentially be subject to a
wide variety of international laws.

Regulations  could be enacted that restrict our Internet  initiatives and result
in slowing our future growth.

As a result of the  increasing  use and  popularity  of the  Internet,  federal,
state,  and local  authorities may adopt new laws and regulations  governing the
Internet.  These  laws  and  regulations  may  cover  issues  such  as  privacy,
distribution,  and content.  The enactment of any additional laws or regulations
could  impede the growth of the  Internet,  harm our Internet  initiatives,  and
place additional financial burdens on our business.

We could  incur  substantial  costs  protecting  our  intellectual  property  or
defending against a claim of infringement.

Our ability to compete  successfully  and  achieve  future  revenue  growth will
depend,  in part,  on our  ability to protect  our  proprietary  technology  and
operate without infringing upon the rights of others. We rely upon a combination
of  patent,  copyright,  and  trademark  laws,  trade  secret,   confidentiality
procedures,  and contractual  provisions to protect our proprietary  technology.
Despite  our efforts to protect our  proprietary  technology,  from time to time
unauthorized  persons,  have  obtained,  copied,  and used  information  that we
consider   proprietary.   Policing  the  unauthorized  use  of  our  proprietary
technology  is costly and  time-consuming  and may be  inadequate  to protect us
fully.

We occasionally receive communications suggesting that our products may infringe
the  intellectual  property rights of others.  It is our practice to investigate
the  factual  basis  of  such   communications   and  negotiate  licenses  where


                                       20


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,  we may be unable to do so on commercially reasonable terms. If we
are unable to protect our proprietary technology or unable to negotiate licenses
for the use of others' intellectual property, our business would be impaired.

We are  currently  involved  in  various  legal  proceedings,  including  patent
litigation.  An  adverse  resolution  of any  such  proceedings  could  harm our
business and reduce our results of operations. See Note 6 "Contingencies" in the
Company's financial statements.

If we acquire other  companies or  businesses,  we will be subject to risks that
could hurt our business.

We periodically acquire businesses,  form strategic  alliances,  or make debt or
equity investments. The risks associated with such acquisitions,  alliances, and
investments include, among others, the difficulty of assimilating the operations
and personnel of the target companies, the failure to realize anticipated return
on  investment,  cost savings and synergies,  and the diversion of  management's
time and attention. Such acquisitions,  alliances, and investments often involve
significant  transaction-related costs and cause short-term disruption to normal
operations.  If we are unable to  overcome  or  counter  these  risks,  it could
undermine our business and lower our operating results.

Our operating results could be harmed by currency fluctuations.

A significant  portion of our business is conducted in currencies other than the
U.S.  dollar.  Accordingly,  changes  in the value of major  foreign  currencies
relative  to the  value of the U.S.  dollar  could  lower  future  revenues  and
operating results.

Strikes by actors or writers could harm our revenues.

As  reported  in the press,  the guilds and  unions  that  represent  actors and
writers in the film and television  industries  periodically threaten to strike.
If such a strike were to occur,  it could slow down or even stop  production  at
major  film  and  television  studios.  If such a  strike  were  to  last  for a
significant amount of time, the demand for our products could be reduced and our
revenues could decline.

Our stock price may continue to be volatile.

The market  price of our common  stock has been  volatile in the recent past and
could fluctuate substantially in the future based upon a number of factors, some
of which are beyond our control. These factors include:

o changes in our quarterly operating results;
o shortfalls in revenues or earnings compared to securities analysts'
   expectations;
o changes in analysts' recommendations or projections;
o fluctuations in investors' perceptions of us or our competitors;
o shifts in the markets for our products;
o development and marketing of products by our competitors; and
o changes in our relationships with  suppliers, distributors, resellers,
   system integrators, or customers.

                                       21


Further,  the stock market has witnessed unusual  volatility with respect to the
price of equity  securities of high  technology  companies  generally,  and this
volatility has, at times, appeared to be unrelated to any of the factors above.

                                       22


ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Market Risk

Our primary  exposures to market risk are the effect of volatility in currencies
on asset and  liability  positions of our  international  subsidiaries  that are
denominated  in foreign  currencies and the effect of  fluctuations  in interest
rates earned on our cash equivalents and marketable securities.

Foreign Currency Exchange Risk

We derive  greater than 50% of our revenues  from  customers  outside the United
States.  This business is, for the most part,  transacted through  international
subsidiaries  and  generally  in the  currency of the end user  customers.  This
circumstance  exposes us to risks  associated  with changes in foreign  currency
that can impact revenues, net income (loss) and cash flow. We enter into foreign
currency  forward-exchange  contracts to hedge the foreign exchange  exposure of
certain  forecasted  receivables,  payables  and cash  balances  of our  foreign
subsidiaries.  Gains and losses  associated  with  currency  rate changes on the
contracts are recorded in results of operations,  offsetting gains and losses on
the related assets and  liabilities.  The success of the hedging program depends
on forecasts of transaction  activity in the various  currencies.  To the extent
that these  forecasts  are over- or  understated  during the periods of currency
volatility, we could experience unanticipated currency gains or losses.

At  March  31,  2001,  we  had  $41.0  million  of  forward-exchange   contracts
outstanding,  denominated  in  various  European  and Asian  currencies  and the
Canadian  and  Australian   dollars,  as  a  hedge  against  forecasted  foreign
currency-denominated  receivables, payables and cash balances. Net gains of $1.0
million resulting from  forward-exchange  contracts were included in the results
of operations in the first quarter of 2001, which partially offset net losses on
the related asset and liabilities of $2.1 million.  A hypothetical 10% change in
foreign  currency  rates  would not have a  material  impact on our  results  of
operations,  assuming the above-mentioned  forecast of foreign currency exposure
is  accurate,  because the impact on the forward  contracts as a result of a 10%
change  would  offset the  impact on the asset and  liability  positions  of our
foreign subsidiaries.

Interest Rate Risk

At March 31, 2001,  we held $22.4  million in cash  equivalents  and  marketable
securities,  including short-term  government and government agency obligations.
Cash  equivalents  and  marketable  securities  are classified as "available for
sale" and are recorded on the balance sheet at market value, with any unrealized
gain or loss  recorded  in  comprehensive  income  (loss).  A  hypothetical  10%
increase or decrease in interest  rates would not have a material  impact on the
fair market value of these instruments due to their short maturity.

                                       23


PART II.    OTHER INFORMATION
ITEM 6.     Exhibits and Reports on Form 8-K

(a)   Exhibits


(b)   REPORTS ON FORM 8-K. For the fiscal  quarter  ended March 31, 2001,  the
      Company filed no current reports on Form 8-K.

                                       24


Signatures


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                Avid Technology, Inc.


Date:   May 15, 2001        By: /s/ Paul J. Milbury
                                --------------------
                                Paul J. Milbury
                                Chief Financial Officer
                                (Principal Financial Officer)




Date:   May 15, 2001        By: /s/ Carol L. Reid
                                --------------------
                                Carol L. Reid
                                Vice President and Corporate
                                Controller
                                (Principal Accounting Officer)


                                       25




                                  EXHIBIT INDEX



Exhibit No.                         Description                         Page



                                       26