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
(however, see the Notes).<PAGE>
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
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
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
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
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,
to direct Duncan-Hurst Capital Management Inc. how to vote, or to<PAGE>
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
best of their knowledge and belief, the securities referred to<PAGE>
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
participant in any transaction having such purposes or effect.<PAGE>
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
and Sole Director<PAGE>
