On February 5, 2009, Datawatch Corporation (the "Company") issued a press release regarding its financial results for the first quarter ended December 31, 2008. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information in this Item 2.02, including in Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

On February 3, 2009, the Compensation and Stock Committee of the Board of Directors of the Company approved grants of stock options and restricted stock units to the following named executive officers:

                                                                   Restricted Stock
Name and Title                               Stock Options Granted Units Granted

Ken Bero                                     6,000                 2,000
President and Chief Executive Officer

John H. Kitchen                              4,000                 1,500
Chief Marketing Officer and Senior Vice
President

Murray Fish                                  4,000                 1,500
Chief Financial Officer and Vice President
of Finance

Robert Clemens                               4,000                 1,500
Vice President Worldwide Sales

Harvey Gross                                 4,000                 1,500
Vice President Product Management and
Development

Dan Incropera                                1,500                 500
Corporate Controller and Vice President

Both the stock options and restricted stock units were granted pursuant to the Company's 2006 Equity Compensation and Incentive Plan, and the awards vest over a period of three years. The form of the agreement used to grant the restricted stock units is attached hereto as Exhibit 10.1. The form of agreement used to grant the stock options was previously filed with the Securities and Exchange Commission on the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2006.

(d) Exhibits

The following Exhibits are filed as part of this report:

Exhibit No.        Description
10.1               Form of Restricted Stock Agreement for Executives and
Directors
99.1               Press Release dated February 5, 2009