EXHIBIT 2.2

                     Certificate of Merger, dated August 28, 1997



                                                                   EXHIBIT 2.2

                                CERTIFICATE OF MERGER
                                          OF
                                PROJECT Z CORPORATION
                                         INTO
                                   AVID CORPORATION

                 Under Section 252 of The General Corporation Law of
                                the State of Delaware

                                      **********

    The undersigned corporation organized and existing under and by virtue of 
the Pennsylvania Business Law of 1988, does hereby certify:

    FIRST:  The name and state of incorporation of each of the constituent
    corporations of the merger is as follows:

         NAME                          STATE OF INCORPORATION
         ----                          ----------------------
         Project Z Corporation         Delaware
         Avid Corporation              Pennsylvania

    SECOND:  An Agreement and Plan of Merger between the parties to the merger 
    has been approved, adopted, certified, executed and acknowledged by each 
    of the constituent corporations in accordance with the requirements of 
    subsection (c) of Section 252 of the General Corporation Law of the State 
    of Delaware.

    THIRD:  The name of the surviving corporation of the merger is Avid 
    Corporation, a Pennsylvania corporation.

    FOURTH:  The Restated Articles of Incorporation of Avid Corporation, as 
    in effect as of the merger, shall be the Articles of Incorporation of the 
    surviving corporation.

    FIFTH:  The executed Agreement and Plan of Merger is on file at the 
    principal place of business of the surviving corporation.  The address of 
    the principal place of business of the surviving corporation is 
    University City Science Center, 3401 Market Street, Suite 300, 
    Philadelphia, PA 19104.

    SIXTH:  A copy of the Agreement and Plan of Merger will be furnished by 
    the surviving corporation, on request and without cost, to any 
    stockholder of either constituent corporation.

    SEVENTH:  The surviving corporation agrees to accept service of process 
    in this State in any proceeding for enforcement of any obligation of any 
    constituent of this 




    State, as well as for enforcement of any obligation of the surviving 
    corporation arising out of the merger, including any suit or other 
    proceeding to enforce the rights of any stockholders as determined in 
    appraisal proceedings pursuant to Section 262 of the General Corporation 
    Law of the State of Delaware, and irrevocably appoints the Secretary of 
    State as its agent to accept service of process in any such suit or other 
    proceeding, with a copy to be sent to Avid Corporation, University City 
    Science Center, 3401 Market Street, Suite 300, Philadelphia, PA 19104.

                [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



    IN WITNESS WHEREOF, this Certificate of Merger has been executed as of 
this 28th day of August, 1997.


                                       AVID CORPORATION

                                       By: /s/ FORREST ANTHONY
                                           -------------------
                                           Forrest Anthony, President