United States securities and exchange commission logo





                           March 5, 2021

       Michael Prinn
       Chief Financial Officer
       SeaChange International, Inc.
       500 Totten Pond Road
       Waltham, MA 02451

                                                        Re: SeaChange
International, Inc.
                                                            Form 10-K for the
fiscal year ended January 31, 2020
                                                            Filed April 20,
2020
                                                            File No. 001-38828

       Dear Mr. Prinn:

              We have reviewed your February 10, 2021 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

              After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       January 28, 2021 letter.

       Form 10-K for the fiscal year ended January 31, 2020

       Financial Statements
       2. Summary of Significant Accounting Policies
       Revenue Recognition, page 59

   1.                                                   We appreciate your
response to comment one from your letter dated February 10, 2021,
                                                        please further address
the following:

                                                              You disclose on
page 5 of your Form 10-K that "Framework is available as a product,
                                                            SaaS, and/or
managed service, on-premises, cloud and hybrid". Please more fully
                                                            explain to us how
you considered this in your determination that revenue related to
                                                            the products in the
software bundle should be recognized at a point in time upon
                                                            delivery to the
customer.
 Michael Prinn
SeaChange International, Inc.
March 5, 2021
Page 2
                You indicate in your response that you use the residual
approach to determine the
              selling price of your Framework software license and appear to
rely on ASC 606-10-
              32-34(c)(1) in that determination. Please more fully explain to
us how you evaluated
              other methods to estimate the standalone selling price of the
Framework software
              license. To the extent you determined prices of the Framework
software license are
              highly variable, please provide us a comprehensive discussion of
the variability in
              your software license selling prices to support your conclusion.
                You indicate in your response that the Framework bundle is a
new go-to-
              market approach with significant variability. You also indicate
that you utilize an
              expected cost plus margin approach to determine the standalone
selling price of the
              Framework support services and any associated third-party
hardware or software and
              specified upgrades. Given the new approach related to Framework,
please more fully
              explain to us how you were able to estimate the amount of support
services and
              specified upgrades that will be necessary to support this new
offering.
                You indicate in your response that    some contracts may have
terms such that the
              customer is billed annually over the contract term of five years
 . Please tell us and
              revise your disclosures in the notes to the financial statements
to disclose and discuss
              the billing arrangements for Framework as required by ASC
606-10-50-9. In
              addition, given the material negative impact that these billing
arrangements have had
              on operating cash flows, please revise your annual and interim
disclosures under
              Liquidity and Capital Resources in MD&A to provide additional
information related
              to billed and unbilled account receivable balances as of each
balance sheet date,
              including ageings of billed accounts receivable and schedules of
unbilled accounts
              receivable that indicate the time periods during which amounts
are expected to be
              billed.
                Based on the extended billing terms noted above, please more
fully explain how you
              considered the provisions of ASC 606-10-32-15 and 16.
                Given the disparity of when software licenses are billed under
your Legacy and
              Framework offerings, please tell us what consideration you have
given to providing
              disaggregated revenue disclosures by solution type (Legacy and
Framework) based
              on the provisions of ASC 606-10-50-5.


       You may contact Dale Welcome at 202-551-3865 or Anne McConnell at
202-551-3709 if
you have any questions.



FirstName LastNameMichael Prinn                                 Sincerely,
Comapany NameSeaChange International, Inc.
                                                                Division of
Corporation Finance
March 5, 2021 Page 2                                            Office of
Manufacturing
FirstName LastName