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, Section 17(a) of the Public Utility Holding Company Act of 1935 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) _____ 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) 02/09/2006 (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 09/02/2005   I V 171,500 D $ 0 17,500 I Trustee (1) Common Stock 09/02/2005   A V 171,500 D $ 0 171,500 I Trustee (2) Common Stock 09/27/2005   G V 5,790 D $ 0 1,650,019 D   Common Stock 09/27/2005   A V 1,930 A $ 0 53,355 I by Spouse (3) Common Stock 09/27/2005   A V 1,930 A $ 0 3,310 I by Daughter (4) Common Stock 09/27/2005   G V 1,930 D $ 0 51,425 I by Spouse (3) Common Stock 09/27/2005   A V 1,930 A $ 0 5,240 I by Daughter (4) Common Stock 12/20/2005   G V 3,295 D $ 0 1,646,724 D   Common Stock               86,429 I Family Trust (5) Common Stock               11,342 I Daughter's Trust (6) Common Stock 02/09/2006   A   20,000 D $ 0 (7) 1,666,724 D (7)

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

Reporting Owners

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

Signatures

/s/William C. Styslinger, III		02/10/2006
**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 Merrill Lynch, Trustee f/b/o William C. Styslinger, IRA.
(2)	These shares are owned by CGM IRA Rollover Custodian, f/b/o William C. Styslinger, IRA.
(3)	These shares are owned by Mrs. Joyce Styslinger. Mr. Styslinger disclaims beneficial onwership of these shares.
(4)	These shares are owned by Kimberly J. Styslinger. Mr. Styslinger disclaims beneficial ownership of these shares.
(5)	There shares are held by Thomas and Emily Franeta as Trustees of the Styslinger Family Trust. Mr. Styslinger disclaims beneficial ownership of these shares.
(6)	These shares are owned by Thomas Franeta as Custodian of Kimberly J. Styslinger, Mr. Styslinger daughter. Mr. Styslinger disclaims beneficial ownership of these shares.
(7)	The securities awarded on February 9, 2006 are in the form of restricted stock units (RSUs) issued pursuant to the SeaChange International, Inc. 2005 Equity Compensation and Incentive Plan that entitle the reporting person to receive one (1) share of common stock per RSU. The RSUs will vest, and the underlying common stock will issue, ratably over three years. The first tranche will vest on February 9, 2007, with an equal number of shares vesting on February 9, 2008 and the balance of the shares vesting on February 9, 2009.

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