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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM 8-K
                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



                                 APRIL 22, 2004
                                 --------------
                Date of Report (Date of earliest event reported)





                              DATAWATCH CORPORATION
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             (Exact name of registrant as specified in its charter)




           DELAWARE                  000-19960                  02-0405716
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(State or other jurisdiction        (Commission              (I.R.S. Employer
      of incorporation)             File Number)            Identification No.)



                           175 CABOT STREET, SUITE 503
                           LOWELL, MASSACHUSETTS 01854
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               (Address of principal executive offices) (Zip Code)



       Registrant's telephone number, including area code: (978) 441-2200
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                                 Not Applicable
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         (Former name or former address, if changed since last report.)



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ITEM 12.   RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
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           The following information and the information set forth in Exhibit
99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such filing.

           On April 22, 2004, Datawatch Corporation (the "Company") issued a
press release reporting its financial results for the fiscal quarter ended March
31, 2004. The press release is attached as Exhibit 99.1 and is incorporated
herein by reference.



                                   SIGNATURES
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           Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.




                                              DATAWATCH CORPORATION



April 22, 2004                                By: /s/ Robert W. Hagger
                                                  --------------------
                                              Name:   Robert W. Hagger
                                              Title:  President, Chief Executive
                                                      Officer and Director





                                  EXHIBIT INDEX
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EXHIBIT NUMBER             DESCRIPTION
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   99.1                    Press Release dated April 22, 2004.