FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
STYSLINGER WILLIAM C III
   2. Issuer Name and Ticker or Trading Symbol
SEACHANGE INTERNATIONAL INC [SEAC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, CEO Chairman Board
(Last)
(First)
(Middle)
SEACHANGE INTERNATIONAL, 124 ACTON STREET		 3. Date of Earliest Transaction (Month/Day/Year)
09/30/2004
(Street)

MAYNARD, MA 01754		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/30/2004   M   9,375 A $ 7 1,594,184 D  
Common Stock 09/30/2004   S   1,700 D $ 16.01 1,592,484 D  
Common Stock 09/30/2004   S   2,300 D $ 16 1,590,184 D  
Common Stock 09/30/2004   S   5,375 D $ 15.99 1,584,809 D  
Common Stock 09/30/2004   S   2,200 D $ 16.05 1,582,609 D  
Common Stock 09/30/2004   S   200 D $ 16.04 1,582,409 D  
Common Stock 09/30/2004   S   400 D $ 16.03 1,582,009 D  
Common Stock 09/30/2004   S   2,200 D $ 16.02 1,579,809 D  
Common Stock 09/30/2004   S   355 D $ 15.98 198,645 I Trustee (2)
Common Stock 09/30/2004   S   2,945 D $ 15.97 195,700 I Trustee (2)
Common Stock 09/30/2004   S   1,700 D $ 15.96 194,000 I Trustee (2)
Common Stock               1,380 I by Daughter (1)
Common Stock               86,429 I Family Trust (3)
Common Stock               11,342 I Daughters Trust (5)
Common Stock 09/30/2004   S   1,490 D $ 16.02 59,935 I by Spouse (4)
Common Stock 09/30/2004   S   200 D $ 16.01 59,735 I by Spouse (4)
Common Stock 09/30/2004   S   100 D $ 15.99 59,635 I by Spouse (4)
Common Stock 09/30/2004   S   900 D $ 15.98 58,735 I by Spouse (4)
Common Stock 09/30/2004   S   1,500 D $ 15.96 57,235 I by Spouse (4)
Common Stock 09/30/2004   S   810 D $ 15.95 56,425 I by Spouse (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 7 09/30/2004   M     9,375 03/05/2004(6) 03/05/2013 Common Stock 56,250 $ 0 46,875 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STYSLINGER WILLIAM C III
SEACHANGE INTERNATIONAL
124 ACTON STREET
MAYNARD, MA 01754		   X     President, CEO Chairman Board  

Signatures

 Kevin Thimble/Attorney-in-Fact   10/01/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares are owned by Kimberly J. Styslinger. Mr. Styslinger disclaims beneficial ownership of these shares.
(2) These shares are owned by Merrill Lynch, Trustee f/b/o William C. Styslinger, IRA
(3) These shares are held by Thomas and Emily Franeta as Trustees of the Styslinger Family Trust. Mr. Styslinger disclaims beneficial ownership of these shares.
(4) These shares are owned by Ms. Joyce Styslinger. Mr. Styslinger disclaims beneficial ownership of these shares.
(5) These shares are owned by Thomas Franeta as Custodian of Kimberly J. Styslinger, Mr. Styslinger's daughter. Mr. Styslinger disclaims beneficial ownership of these shares.
(6) 25% (18,750 shares) vest at the end of the first year (3/5/04) and 6.25% (4,688 shares) vest each quarter thereafter.

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