UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SEACHANGE INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 811699107 (CUSIP Number) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of the cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes) 1.NAME OF REPORTING PERSON Duncan-Hurst Capital Management Inc. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 33-0403387 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3.SEC USE ONLY 4.CITIZENSHIP OR PLACE OF ORGANIZATION Duncan-Hurst Capital Management Inc. is a California corporation. 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12. TYPE OF REPORTING PERSON* IA, CO 1. NAME OF REPORTING PERSON William H. Duncan, Jr. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3.SEC USE ONLY 4.CITIZENSHIP OR PLACE OF ORGANIZATION United States 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12. TYPE OF REPORTING PERSON* IA Item 1(a) Name of Issuer SEACHANGE INTERNATIONAL. INC. Item 1(b) Address of Issuers Principal Executive Offices 124 ACTION STREET MAYNARD, MA 01754 Item 2(a) Name of Person Filing Duncan-Hurst Capital Management Inc. Item 2(b) Address of Issuers Principal Business or, if none, Residence 4365 Executive Drive, Suite 1520 San Diego, California 92121 Item 2c Citizenship Reference is hereby made to item 4 to the cover pages incorporated by reference herein Item 2(d) Title of Class of Securities Common Item 2(e) Cusip Number 811699107 Item 3 Type of person reporting Duncan-Hurst Capital Management Inc. is an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 and William H. Duncan, Jr. is its principal shareholder, sole director, Chief Executive Officer and Chief Investment Officer. Item 4 Ownership Reference is hereby made to Items 5-9 and 11 of the cover pages of this Schedule 13G, which items are incorporated by reference herein. Item 5 Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more that five percent of the class of securities, check the following [X] Item 6 Ownership of more than five percent on behalf of another person NOT APPLICABLE Item 7 Identification and Classification of the Subsidiary which acquired the security being reported on by the Parent Holding Company Not Applicable Item 8 Identification and Classification of members of the Group Not Applicable Item 9 Notice of Dissolution of Group Not Applicable Item 10 Certification By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: February 17, 1998 DUNCAN-HURST CAPITAL MANAGEMENT INC. By /s/ Rebecca M. La Ferney _____________________________________ REBECCA M. LA FERNEY Vice President /s/ William H. Duncan, Jr. _____________________________________ WILLIAM H. DUNCAN, JR. Chief Investment Officer and Sole Director February 17, 1998 VIA EDGAR Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549-1004 RE:Schedule 13G Filings Ladies and Gentlemen: We file herewith via EDGAR one executed Schedule 13G relating to the common stock of Seachange International, Inc. By copy of this letter, we are simultaneously sending copies of the Schedule by certified mail to the Nasdaq System. Thank you for your assistance. Sincerely, Rebecca M. La Ferney Vice President cc: Nasdaq System (w/encl.)