SEACHANGE INTERNATIONAL INC (Form: 8-A12G, Received: 09/18/1996 00:00:00)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

SeaChange International, Inc.
(Exact name of registrant as specified in its charter)

      Delaware                               04-3197974
-----------------------                  -------------------
(State of Incorporation                     (IRS Employer
   or Organization)                      Identification No.)


124 Acton Street, Maynard, Massachusetts            01754
------------------------------------------------------------
(Address of principal executive offices)          (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class           Name of Each Exchange on Which
to be so Registered           Each Class is to be Registered
-------------------           ------------------------------
      None                                  N/A

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.01 per share
(Title of Class)

Page 1 of 3 pages. The exhibit index is located on page 2.

Item 1. Description of Registrant's Securities to be Registered

Information concerning the Registrant's Common Stock, par value $.01 per share, is contained in the Registrant's Form S-1 Registration Statement, filed with the Securities and Exchange Commission on September 18, 1996 pursuant to the Securities Act of 1933, as amended (the "S-1 Registration Statement") and such information is incorporated herein by reference.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is ChaseMellon Shareholder Services, L.L.C.

Item 2. Exhibits

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

Exhibit No.                           Exhibit
- -----------                           -------

     1.            Specimen certificate representing the Common
                   Stock.  (Incorporated by reference to Exhibit 4.1
                   to the S-1 Registration Statement).

     2.            Amended and Restated Certificate of Incorporation
                   of the Registrant.  (Incorporated by reference to
                   Exhibit 3.3 to the S-1 Registration Statement).

     3.            Amended and Restated By-Laws of the Registrant
                   (Incorporated by reference to Exhibit 3.5 of the
                   S-1 Registration Statement).

Page 2 of 3 pages.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

SeaChange International, Inc.

                                       By: /s/ Joseph S. Tibbetts, Jr.
                                           --------------------------------
                                           Joseph S. Tibbetts, Jr.
                                           Vice President, Finance and
                                           Administration, Chief Financial
                                           Officer and Treasurer




Date: September 18, 1996