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

                                    FORM 8-K


                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 1, 2004


                                 MEDIA 100 INC.
                                 --------------
               (Exact name of Registrant as specified in charter)

                      DELAWARE          0-14779         04-2532613
                      --------          -------         ----------
                    (State or other (Commission File (I.R.S. Employer
                    jurisdiction)       Number)      Identification No.)


             450 DONALD LYNCH BOULEVARD, MARLBOROUGH, MA 01752-4748
             ------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


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











ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

On March 1, 2004, Media 100 Inc. issued a press release announcing it has signed
a non-binding term sheet to sell the Company to Optibase Ltd. The full text of
that press release is attached as Exhibit 99.1 hereto.


                                   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 hereunto duly authorized.

                                       MEDIA 100 INC.


                                       By:   /s/ Steven D. Shea
                                           --------------------
Date:  March 1, 2004                   Steven D. Shea
                                       Chief Financial Officer and Treasurer
                                       (Chief Financial Officer)








                                  EXHIBIT INDEX


Exhibit Number    Title
- --------------    -----

     99.1       Press release issued by Media 100 Inc. on March 1, 2004,
                furnished in accordance with Item 12 of this Current Report
                on Form 8-K.