Exhibit 4.4
 
                          Stock Restriction Agreement
                                   Amendment
                                   ---------

     Agreement dated as of _____, 1996 by and between SeaChange
International, Inc. (the "Company") and ___________________________ (the
"Stockholder").

     WHEREAS, the Company and the Stockholder are parties to a Stock Restriction
Agreement dated as of __________ (the "Stock Restriction Agreement"); and

     WHEREAS, the Company and the Stockholder desire to amend the Stock
Restriction Agreement;

     NOW, THEREFORE, for good and sufficient consideration, receipt of which is
hereby acknowledged, the parties hereby agree as follows:

     1.    Section 3(b)(i) of the Stock Restriction Agreement is hereby amended
and restated to read in its entirety as follows:

     "(i)  the Stockholder shall for any reason other than death, such reasons
     to include, without limitation, disability or involuntary removal with or
     without cause, cease to maintain a Business Relationship with the Company;"

     2.    Section 3(e) is hereby added to the Stock Restriction Agreement, and 
     shall read in its entirety as follows:

     "(e)  Notwithstanding anything herein to the contrary, in the event of the
     death of the Stockholder at any time prior to the occurrence of an event
     specified in Section 3(b) hereof, all of the Shares shall be deemed "Vested
     Shares.""

     3.    Section 8 of the Stock Restriction Agreement is hereby amended and
restated to read in its entirety as follows:

     "8.   Term.  This Agreement shall terminate on the earlier of (i) the date
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           on which either (A) all of the shares have become Vested Shares in
           accordance with Section 3 hereof or (B) the date on which (x) no
           additional shares can become Vested Shares and (y) any rights of the
           Company to repurchase Unvested Shares pursuant to Section 3(b) hereof
           shall have been exercised (and such repurchase completed) or shall
           have expired, whichever of (A) or (B) occurs first, or (ii) the tenth
           anniversary of the date of this Agreement, provided, however, that
           notwithstanding any such termination, the provisions of
           Sections 4 and 6 hereof shall continue until (and shall terminate)
           immediately prior to the consummation of the first firm commitment
           underwritten public offering of equity securities of the Company
           pursuant to a registration statement on Form S-1 (or its then
           equivalent) under the Securities Act of 1933, as amended.

     4.    Except as amended hereby, the Stock Restriction Agreement remains in
full force and effect.
 
                                      -2-
 
     IN WITNESS WHEREOF, this Agreement has been executed as of the date and
year first above written.

                         COMPANY:

                         SEACHANGE INTERNATIONAL, INC.

                         By:  ______________________________

                         STOCKHOLDER:

                         By:  _______________________________
                              [Name]