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 * Feld Peter A   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) RAMIUS CAPITAL GROUP, 599 LEXINGTON AVE., 21ST FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 01/19/2011 (Street) NEW YORK, NY 10022 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 01/19/2011   A   24,000 (3) D $ 0 24,000 D (3)   Common Stock               386,520 I By Cowen Overseas Investment LP (1) Common Stock               2,252,822 I By Ramius Value and Opportunity Master Fund Ltd. (2)

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
Feld Peter A RAMIUS CAPITAL GROUP 599 LEXINGTON AVE., 21ST FLOOR NEW YORK, NY 10022	X

Signatures

/s/ Peter A. Feld		01/24/2011
**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)	Shares owned directly by Cowen Overseas Investment LP ("COIL"). The Reporting Person, soley by virtue of his position with Ramius LLC ("Ramius"), the sole member of the general partner of COIL, and as a director of the Issuer, may be deemed to beneficially own the shares owned directly by COIL, for pusposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(2)	Shares owned directly by Ramius Value and Opportunity Master Fund Ltd ("Value and Opportunity Master Fund"). The Reporting Person, solely by virtue of his position with Ramius, the sole member of the investment manager of Value and Opportunity Master Fund, and as a director of the Issuer, may be deemed to beneficially own the shares owned directly by Value and Opportunity Master Fund for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(3)	The securities awarded on January 19, 2011 are in the form of restricted stock units (RSUs) issued pursuant to the SeaChange International, Inc. Amended and Restated 2005 Equity Compensation and Incenvtive 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 December 16, 2011, with an equal number of shares vesting on December 16, 2012 and the balance of the shares vesting on December 16, 2013.

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