As filed with the Securities and Exchange Commission on March 19, 2001.
                                                   Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      ------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                      ------------------------------------
                              DATAWATCH CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                     02-0405716
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                                175 Cabot Street
                                    Suite 503
                           Lowell, Massachusetts 01854
               (Address of Principal Executive Offices) (Zip Code)

                      ------------------------------------

                      Datawatch Corporation 1996 Stock Plan
                            (Full Title of the Plan)

                      ------------------------------------

                                Bruce R. Gardner
                      President and Chief Executive Officer
                              Datawatch Corporation
                                175 Cabot Street
                                    Suite 503
                           Lowell, Massachusetts 01854
                     (Name and Address of Agent for Service)
                                 (978) 441-2200
          (Telephone Number, Including Area Code, of Agent For Service)

                      ------------------------------------

                                    Copy to:
                          William B. Simmons, Jr., Esq.
                         TESTA, HURWITZ & THIBEAULT, LLP
                                 125 High Street
                          Boston, Massachusetts 02110
                                 (617) 248-7000

         Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.

================================================================================
<PAGE>
                                       -2-

                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE><CAPTION>
<S>                                                    <C>               <C>              <C>            <C>
                                                                          Proposed         Proposed
                                                                          Maximum          Maximum
                                                         Amount           Offering        Aggregate       Amount of
Title of Securities                                      to be           Price Per        Offering      Registration
to be Registered                                       Registered          Share           Price            Fee
------------------------------------------------- ------------------  ---------------  --------------  --------------
DATAWATCH CORPORATION 1996 STOCK PLAN
Common Stock (par value $.01 per share)            400,000 shares(1)     $.71875(1)      $287,500(1)      $71.88(2)
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  The exercise price of options issued pursuant to the 1996 Stock Plan is
     determined at the time of grant. None of the shares being registered
     hereunder are subject to outstanding options. Accordingly, the proposed
     maximum offering price per share of $.71875 per share, which is the average
     of the high and low prices of the Common Stock of the Registrant reported
     on the Nasdaq National Market System on March 15, 2001, is set forth solely
     for purposes of calculating the filing fee pursuant to Rule 457(c) and (h).

(2)  Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
     amended

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         This Registration Statement registers additional securities of the same
class as other securities for which Registration Statement No. 333-39627 on Form
S-8 as filed with the Securities and Exchange Commission on November 6, 1997
relating to the Datawatch Corporation 1996 Stock Plan are effective. Pursuant to
General Instruction E, the contents of the above-listed Registration Statements
are incorporated by reference herein.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Pursuant to General Instruction E, the information contained in Items 4
through 7 and Item 9 of Part II of the Registration Statement No. 333-39627 on
Form S-8, as it pertains to the 1996 Stock Plan is incorporated by reference
herein.

Item 3 . INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Datawatch Corporation (the
"Registrant") (File No. 0-19660) with the Commission pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"), are incorporated in this Registration
Statement by reference as of their respective dates:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 2000 filed pursuant to the Exchange Act which contains
audited financial statements for the fiscal year ended September 30, 2000.

<PAGE>
                                      -3-

         (b) All other documents filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-K referred to in (a) above.

         (c) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on Form S-1,
SEC File No. 33-46290, as amended, which was incorporated by reference in the
Registrant's Registration Statement on Form 8-A filed pursuant to Section 12(g)
of the Exchange Act.

         All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 8.  EXHIBITS.

         Exhibit No.     Description of Exhibit
         -----------     ----------------------

         5.1             Opinion of Testa, Hurwitz & Thibeault, LLP (filed
                         herewith).

         23.1            Consent of Testa, Hurwitz & Thibeault, LLP (contained
                         in Exhibit 5.1).

         23.2            Consent of Deloitte & Touche LLP (filed herewith).

         24.1            Power of Attorney (included as part of the signature
                         page to this Registration Statement).


<PAGE>
                                      -4-

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Datawatch Corporation, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lowell, Commonwealth of
Massachusetts, on this 19th day of March, 2001.


                             DATAWATCH CORPORATION

                             By: /s/ Bruce R. Gardner
                                 -----------------------------------------------
                                 Bruce R. Gardner
                                 President, Chief Executive Officer and Director


                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Datawatch Corporation,
hereby severally constitute and appoint Bruce R. Gardner and Alan R. MacDougall,
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us in our names in the capacities indicated
below, any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all things in our names and on our behalf in our
capacities as officers and directors to enable Datawatch Corporation, to comply
with the provisions of the Securities Act of 1933, as amended, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said Registration Statement and all amendments thereto.
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE><CAPTION>
<S>                                  <C>                                                       <C>
         SIGNATURE                                     TITLE(S)                                      DATE
         ---------                                     --------                                      ----

/s/ Bruce R. Gardner                  President, Chief Executive Officer and Director           March 19, 2001
------------------------------        (Principal Executive Officer)
Bruce R. Gardner

/s/ Alan R. MacDougall                Vice President Finance, Chief Financial Officer,          March 19, 2001
------------------------------        Treasurer and Assistant Secretary (Principal
Alan R. MacDougall                    Financial and Accounting Officer)


/s/ Jerome Jacobson                   Director                                                  March 19, 2001
------------------------------
Jerome Jacobson

                                      Director                                                  March   , 2001
------------------------------
David T. Riddiford

/s/ Richard de J. Osborne             Director                                                  March 19, 2001
------------------------------
Richard de J. Osborne

                                      Director                                                  March   , 2001
------------------------------
Terry W. Potter

/s/ James Wood                        Director                                                  March 19, 2001
------------------------------
James Wood

</TABLE>
<PAGE>
                                      -5-

                                  Exhibit Index
                                  -------------
          Exhibit No.     Description of Exhibit
         -----------     ----------------------

         5.1             Opinion of Testa, Hurwitz & Thibeault, LLP (filed
                         herewith).

         23.1            Consent of Testa, Hurwitz & Thibeault, LLP (contained
                         in Exhibit 5.1).

         23.2            Consent of Deloitte & Touche LLP (filed herewith).

         24.1            Power of Attorney (included as part of the signature
                         page to this Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 11847}]
{"company-data": {"conformed-name": "DATAWATCH CORP", "cik": "0000792130", "assigned-sic": "7372", "irs-number": "020405716", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57244", "film-number": "1572073"}, "business-address": {"street1": "TOWER 3, 5TH FLOOR", "street2": "900 CHELMSFORD STREET", "city": "LOWELL", "state": "MA", "zip": "01851-8100", "phone": "978-441-2200"}}
As filed with the Securities and Exchange Commission on March 19, 2001.
                                                   Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      ------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                      ------------------------------------
                              DATAWATCH CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                     02-0405716
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                                175 Cabot Street
                                    Suite 503
                           Lowell, Massachusetts 01854
               (Address of Principal Executive Offices) (Zip Code)

                      ------------------------------------

                      Datawatch Corporation 1996 Stock Plan
                            (Full Title of the Plan)

                      ------------------------------------

                                Bruce R. Gardner
                      President and Chief Executive Officer
                              Datawatch Corporation
                                175 Cabot Street
                                    Suite 503
                           Lowell, Massachusetts 01854
                     (Name and Address of Agent for Service)
                                 (978) 441-2200
          (Telephone Number, Including Area Code, of Agent For Service)

                      ------------------------------------

                                    Copy to:
                          William B. Simmons, Jr., Esq.
                         TESTA, HURWITZ & THIBEAULT, LLP
                                 125 High Street
                          Boston, Massachusetts 02110
                                 (617) 248-7000

         Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.

================================================================================
-2-

                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed         Proposed
                                                                          Maximum          Maximum
                                                         Amount           Offering        Aggregate       Amount of
Title of Securities                                      to be           Price Per        Offering      Registration
to be Registered                                       Registered          Share           Price            Fee
------------------------------------------------- ------------------  ---------------  --------------  --------------
DATAWATCH CORPORATION 1996 STOCK PLAN
Common Stock (par value $.01 per share)            400,000 shares(1)     $.71875(1)      $287,500(1)      $71.88(2)
---------------------------------------------------------------------------------------------------------------------
(1)  The exercise price of options issued pursuant to the 1996 Stock Plan is
     determined at the time of grant. None of the shares being registered
     hereunder are subject to outstanding options. Accordingly, the proposed
     maximum offering price per share of $.71875 per share, which is the average
     of the high and low prices of the Common Stock of the Registrant reported
     on the Nasdaq National Market System on March 15, 2001, is set forth solely
     for purposes of calculating the filing fee pursuant to Rule 457(c) and (h).

(2)  Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
     amended

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         This Registration Statement registers additional securities of the same
class as other securities for which Registration Statement No. 333-39627 on Form
S-8 as filed with the Securities and Exchange Commission on November 6, 1997
relating to the Datawatch Corporation 1996 Stock Plan are effective. Pursuant to
General Instruction E, the contents of the above-listed Registration Statements
are incorporated by reference herein.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Pursuant to General Instruction E, the information contained in Items 4
through 7 and Item 9 of Part II of the Registration Statement No. 333-39627 on
Form S-8, as it pertains to the 1996 Stock Plan is incorporated by reference
herein.

Item 3 . INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Datawatch Corporation (the
"Registrant") (File No. 0-19660) with the Commission pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"), are incorporated in this Registration
Statement by reference as of their respective dates:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 2000 filed pursuant to the Exchange Act which contains
audited financial statements for the fiscal year ended September 30, 2000.
-3-

         (b) All other documents filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-K referred to in (a) above.

         (c) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on Form S-1,
SEC File No. 33-46290, as amended, which was incorporated by reference in the
Registrant's Registration Statement on Form 8-A filed pursuant to Section 12(g)
of the Exchange Act.

         All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 8.  EXHIBITS.

         Exhibit No.     Description of Exhibit
         -----------     ----------------------

         5.1             Opinion of Testa, Hurwitz & Thibeault, LLP (filed
                         herewith).

         23.1            Consent of Testa, Hurwitz & Thibeault, LLP (contained
                         in Exhibit 5.1).

         23.2            Consent of Deloitte & Touche LLP (filed herewith).

         24.1            Power of Attorney (included as part of the signature
                         page to this Registration Statement).
-4-

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Datawatch Corporation, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lowell, Commonwealth of
Massachusetts, on this 19th day of March, 2001.

                             DATAWATCH CORPORATION

                             By: /s/ Bruce R. Gardner
                                 -----------------------------------------------
                                 Bruce R. Gardner
                                 President, Chief Executive Officer and Director

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Datawatch Corporation,
hereby severally constitute and appoint Bruce R. Gardner and Alan R. MacDougall,
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us in our names in the capacities indicated
below, any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all things in our names and on our behalf in our
capacities as officers and directors to enable Datawatch Corporation, to comply
with the provisions of the Securities Act of 1933, as amended, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said Registration Statement and all amendments thereto.
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                     TITLE(S)                                      DATE
         ---------                                     --------                                      ----

/s/ Bruce R. Gardner                  President, Chief Executive Officer and Director           March 19, 2001
------------------------------        (Principal Executive Officer)
Bruce R. Gardner

/s/ Alan R. MacDougall                Vice President Finance, Chief Financial Officer,          March 19, 2001
------------------------------        Treasurer and Assistant Secretary (Principal
Alan R. MacDougall                    Financial and Accounting Officer)

/s/ Jerome Jacobson                   Director                                                  March 19, 2001
------------------------------
Jerome Jacobson

                                      Director                                                  March   , 2001
------------------------------
David T. Riddiford

/s/ Richard de J. Osborne             Director                                                  March 19, 2001
------------------------------
Richard de J. Osborne

                                      Director                                                  March   , 2001
------------------------------
Terry W. Potter

/s/ James Wood                        Director                                                  March 19, 2001
------------------------------
James Wood
-5-

                                  Exhibit Index
                                  -------------
          Exhibit No.     Description of Exhibit
         -----------     ----------------------

         5.1             Opinion of Testa, Hurwitz & Thibeault, LLP (filed
                         herewith).

         23.1            Consent of Testa, Hurwitz & Thibeault, LLP (contained
                         in Exhibit 5.1).

         23.2            Consent of Deloitte & Touche LLP (filed herewith).

         24.1            Power of Attorney (included as part of the signature
                         page to this Registration Statement).