EXHIBIT 3.2

 
                           CERTIFICATE OF AMENDMENT

                                      OF

                         CERTIFICATE OF INCORPORATION

                                      OF

                         SEACHANGE INTERNATIONAL, INC.

     SeaChange International, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY AS FOLLOWS:

     FIRST:  That the Board of Directors of the Corporation, at a meeting held
on September 6, 1996, duly adopted a resolution (i) proposing an amendment to
the Certificate of Incorporation of the Corporation, (ii) declaring such
amendment to be advisable and in the best interests of the Corporation, and
(iii) directing that such amendment be submitted to the stockholders of the
Corporation for approval thereby.  The resolution setting forth the amendment
and directing that such amendment be submitted to the stockholders is as
follows:

RESOLVED:    That, subject to stockholder approval, the Board of Directors of
             the Corporation has determined that it is advisable and in the best
             interest of all of the Corporation's stockholders to increase the
             authorized capital stock of this Corporation from 10,000,000 shares
             of Common Stock, $.01 par value per share, to 15,000,000 shares;
             that in order to effect said increase the proper officers of this
             Corporation are hereby authorized and directed to prepare, execute
             and file with the Secretary of State of the State of Delaware an
             appropriate Certificate of Amendment to the Certificate of
             Incorporation of this Corporation; and that the Board of Directors
             is hereby authorized to issue all or any part of the authorized but
             unissued capital stock of this Corporation at such times, to such
             persons, upon such terms, and for such consideration as the Board
             may in its discretion determine.

RESOLVED:    That a Written Consent in Lieu of Meeting of Stockholders
             authorizing the increase in the authorized capital stock of this
             Corporation be submitted to the stockholders of the Corporation for
             their consideration and approval.

        SECOND:  That the stockholders of the Corporation duly approved such
proposed amendment by written consent in accordance with the provisions of
Section 228 of the General Corporation Law of the State of Delaware.

        THIRD:  That in accordance with the aforementioned resolution, the
Certificate of Incorporation of this Corporation is hereby amended by deleting
the first sentence of Article
 
FOURTH thereof in its entirety and replacing it with a new sentence so that, as
amended, the first sentence of Article FOURTH shall read as follows:

          "The total number of shares of all classes of capital stock which the
     Corporation shall have authority to issue is 16,000,000, of which (i)
     15,000,000 shares shall be Common Stock, par value of One Cent ($.01) per
     share ("Common Stock"); and (ii) 1,000,000 shares shall be of preferred
     stock, par value One Cent ($.01) per share ("Preferred Stock"), of which
     30,000 shares are designated as Series A Preferred Stock, 650,487 shares
     are designated as Series B Preferred Stock, and 319,513 shares are
     undesignated Preferred Stock."

     FOURTH:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS  WHEREOF, SeaChange International, Inc. has caused this
certificate to be signed by William C. Styslinger, III, its President and
attested by William B. Simmons, Jr., its Assistant Secretary, as of this __ day
of __________, 1996.

                              SEACHANGE INTERNATIONAL, INC.



                              By:___________________________
                                 William C. Styslinger, III
                                 President
ATTEST:


By:  _____________________________
     William B. Simmons, Jr.
     Assistant Secretary