UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* 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 this 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 CUSIP No. 811699107 13G Page 2 of 7 Pages 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 452,160 NUMBER OF SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 388,090 REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 840,250 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 840,250 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.6% 12 TYPE OF REPORTING PERSON* IA, CO CUSIP No. 811699107 13G Page 3 of 7 Pages 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 452,160 NUMBER OF SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 388,090 REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 840,250 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 840,250 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.6% 12 TYPE OF REPORTING PERSON* IA CUSIP No. 811699107 13G Page 4 of 7 Pages Item 1(a) Name of Issuer Seachange International, Inc. Item 1(b) Address of Issuer's Principal Executive Offices 124 Acton Street Maynard, MA 01754 Item 2(a) Name of Person Filing Duncan-Hurst Capital Management Inc. Item 2(b) Address of Principal Business or, if none, Residence 4365 Executive Drive, Suite 1520 San Diego, CA 92121 Item 2(c) 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 Reporting Person 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. Duncan-Hurst Capital Management Inc. and William H. Duncan are the beneficial owners of, and hold sole dispositive power over, the number of shares reflected in Item 9 of the cover pages. However, certain clients for whom Duncan- Hurst Capital Management Inc. acts as investment adviser retain the power to vote the shares and held in their advisory accounts, CUSIP No. 811699107 13G Page 5 of 7 Pages provide guidelines and general instructions as to voting. Accordingly, Duncan-Hurst Capital Management Inc. and William H. Duncan, Jr. may be deemed to share voting power with such clients. The number shares reflected in Item 6 of the cover pages reflects shares held in such clients accounts. 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 than five percent of the class of securities, check the following []. Item 6 Ownership of More than Five Percent on Behalf of Another Person Duncan-Hurst Capital Management Inc. is deemed to be the beneficial owner of the number of securities reflected in Items 5-9 and 11 of page two (2) of this Schedule 13G pursuant to separate arrangements whereby it acts as investment adviser to certain persons. Each person for whom Duncan-Hurst Capital Management Inc. acts as investment adviser has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock purchased or held pursuant to such arrangements. William H. Duncan, Jr. may be deemed to be the beneficial owner of the number of securities reflected in Items 5-9 and 11 of page three (3) of this Schedule 13G due to his position as the sole director, Chief Executive Officer and Chief Investment Officer of, and his ownership interest in, Duncan-Hurst Capital Management Inc. 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 CUSIP No. 811699107 13G Page 6 of 7 Pages 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 CUSIP No. 811699107 13G Page 7 of 7 Pages 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: March 19, 1997 DUNCAN-HURST CAPITAL MANAGEMENT INC. By /s/ Rebecca M. LaFerney _____________________________________ REBECCA M. LaFERNEY Vice President /s/ William H. Duncan, Jr. _____________________________________ WILLIAM H. DUNCAN, JR. Chief Investment Officer