================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(MARK ONE)

[X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

           FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004 OR

[_]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

           FOR THE TRANSITION PERIOD FROM ____________ TO ____________

                        COMMISSION FILE NUMBER: 000-19960

                              DATAWATCH CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             DELAWARE                                           02-0405716
 (STATE OR OTHER JURISDICTION OF                             (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                                175 CABOT STREET
                                    SUITE 503
                           LOWELL, MASSACHUSETTS 01854
                     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
                        TELEPHONE NUMBER: (978) 441-2200

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          COMMON STOCK $0.01 PAR VALUE

                                (TITLE OF CLASS)

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

    Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [_] No [X]

    Aggregate market value of voting stock held by non-affiliates: $17,987,405
(based on the closing price of the registrant's Common Stock of $5.15 per share
on December 22, 2004 as reported by the NASDAQ SmallCap Market).

    Number of shares of common stock outstanding at December 22, 2004: 5,303,344

                       DOCUMENTS INCORPORATED BY REFERENCE

Registrant intends to file a definitive Proxy Statement pursuant to Regulation
14A within 120 days of the end of the fiscal year ended September 30, 2004.
Portions of such Proxy Statement are incorporated by reference in Part III of
this report.
================================================================================
<PAGE>

                                     PART I

ITEM 1.  BUSINESS
-----------------

GENERAL

      Datawatch Corporation (the "Company" or "Datawatch"), founded in 1985, is
a provider of enterprise reporting, business intelligence, report mining, data
transformation and service center software products that help organizations
increase productivity, reduce costs and gain competitive advantages. Datawatch
products are used in more than 20,000 companies, institutions and government
agencies worldwide.

      On August 11, 2004, the Company acquired 100% of the outstanding shares of
Mergence Technologies Corporation ("Mergence") for an acquisition cost of
$2,598,691 comprised of $2,500,000 in cash and direct costs of $98,691. The
Mergence purchase agreement also includes a provision for quarterly cash
payments to the former Mergence shareholders equal to 10% of the revenues, as
defined, of Mergence's Researcher product for a period of six years. Payment
amounts will be expensed as a cost of revenue as the Researcher product is sold.
Coincident with the acquisition, the Company renamed the acquired subsidiary
Datawatch Technologies Corporation ("DTC") and consolidated the general and
administrative functions into its headquarters in Lowell, but retained the DTC
sales and support office in Rutherford, NJ to provide services to customers in
the metropolitan NY area. DTC also has a software development and testing
faciltity in the Philippines. The acquistion adds an ongoing revenue stream from
the existing DTC products, principally iMergence iStore, and a new DTC product
which Datawatch will market as Datawatch|Researcher.

      During the first quarter of fiscal 2004, the Company introduced a
subscription sales model for the sale of its enterprise products. The Company
continues to offer its enterprise products through the sale of perpetual
licenses and introduced the subscription pricing model to allows customers to
begin using the Company's products at a lower initial cost of software
acquisition. Subscription terms typically run 90 days or 24 months and
automatically renew unless terminated with 90 days notice. During fiscal 2004,
sales under the subscription model were not significant, however, customer
interest in the model and revenues resulting from sales under the model
increased through the fiscal year.

      The Company is a Delaware corporation, with executive offices located at
175 Cabot Street, Lowell, Massachusetts 01854 and the Company's telephone number
is (978) 441-2200.

PRODUCTS

MONARCH - Datawatch is best known for its popular desktop report mining and
business intelligence application called Monarch. More than 400,000 copies of
Monarch have been sold, with localized versions in English, French, German and
Spanish. Monarch transforms structured text files (reports, statements, etc.)
into a live database that users can sort, filter, summarize, graph and export to
other applications such as Microsoft Corporation's Excel or Access. Monarch
Professional Edition lets users extract and work with data in HTML files,
databases, spreadsheets and ODBC sources as well as reports.

MONARCH DATA PUMP - Monarch Data Pump ("MDP") provides powerful information
delivery and data ETL (Extract, Transform, Load) capabilities in one automated
solution, without programming. Combining Datawatch's Monarch Report Mining/Data
Mining engine with the Microsoft .NET framework, MDP delivers a highly scalable
and easily administered enterprise solution to acquire, combine, and monitor
customized data, and deliver that data in a wide variety of formats, on an
automatic, scheduled basis.

MONARCH|RMS - Monarch|RMS (Report Mining Server) is a web-based report mining
and analysis solution that integrates with any existing COLD/ERM, document or
content management archiving solution. Monarch|RMS opens up the corporate data
locked in stored, static reports, enabling dynamic business-driven analysis of
information in users' web browsers or favorite productivity tools with no
programming.

DATAWATCH|ES - Datawatch|ES is a web-enabled business information portal,
providing complete report management, business intelligence and content
management, and the ability to analyze data within reports, all using just a web
browser. Datawatch|ES allows organizations to quickly and easily deliver
business intelligence and decision support, derived from existing reporting
systems and other database sources, with no new programming or report writing.
Datawatch|ES automatically archives report data and binary documents in an
enterprise report and document warehouse and provides users a unified point of
entry to view, analyze and share information over the Internet.

                                       2
<PAGE>

DATAWATCH|RESEARCHER - Datawatch|Researcher, acquired as part of the Mergence
Technologies Corporation acquisition during fiscal 2004, is a .NET based content
and data aggregation solution that searches inter-related data, documents, and
communications scattered over multiple and disparate repositories, then merges
and analyzes the results into comprehensive actionable case records for easier
compliance, auditing, accounting, and billing processes. Datawatch|Researcher
increases productivity, reduces errors, enhances collaboration in conjunction
with document management systems and business-process management software and
integrates all data and related documents into an integrated online library of
meaningful and accessible information.

VISUAL|QSM - Visual|QSM is a fully internet-enabled IT support solution that can
scale from a basic help desk system to a full service center solution that
incorporates workflow and network management capabilities and provides web
access to multiple databases while enabling customers to interact via a standard
browser. Visual|QSM, a market leader in Europe, also provides advanced service
level management capabilities, integrated change management features, business
process automation tools and one of the industry's easiest to learn and use
interfaces.

VISUAL|HELP DESK - Visual|Help Desk ("Visual|HD" ), leverages the IBM Lotus
Domino platform to provide a 100% web-based help desk and call center solution.
Cost effective and easy to deploy, Visual|HD is an enterprise-wide support
solution that supports an organization's existing IT infrastructure. Visual|HD
has the additional ability to utilize XML-based Web Services as well as the
ability to integrate directly with IBM enterprise applications.

VORTEXML - VorteXML software quickly and easily converts any structured text
output generated from any system into valid XML for web services and more using
any DTD or XDR schema without programming. VorteXML dramatically speeds up and
reduces the cost of enabling current applications for web services, implementing
enterprise XML solutions, putting legacy output on the web (including bill
presentment), and more. The VorteXML solution suite is comprised of two powerful
software products that work together: VORTEXML DESIGNER, a desktop tool that
provides users a visual interface that allows users to extract, transform and
map data from existing text documents into XML without programming; and VORTEXML
SERVER, a scalable, high-volume server that automates the extraction and
conversion of text documents into XML.

The Company also receives license royalties for its IMERGENCE ISTORE product
primarily from a provider of services to the financial services industry.
iMergence iStore, which was acquired as part of the acquisition of Mergence
Technologies Corporation during 2004, is a report management solution which
manages computer-generated reports, mines the data contained in them, and allows
users to interactively merge and transform them into new reports. This product
is not being actively marketed to new customers at this time.

PRICING

      The Company's desktop products are sold under single and multi-user
licenses. A single user license for Monarch Standard Edition is priced at $635.
Multi-user licenses for Monarch Standard Edition are typically priced from $300
to $535 per user, depending upon the number of users. A single user license for
Monarch Professional Edition is priced at $765. Multi-user licenses for Monarch
Professional Edition are typically priced from $415 to $665 per user, depending
upon the number of users. A single user license for Monarch Data Pump Personal
Edition is priced at $2,495 and Monarch Data Pump Server is typically priced at
$7,999 per server. A single user license for VorteXML Designer is priced at $499
and VorteXML Server is typically priced at $7,999 per server.

      The Company's report enterprise and service center products are primarily
sold under server-based licenses with named-user and concurrent-user client
licenses. An entry-level Monarch|RMS system is priced at $15,000, with typical
configurations priced in the $25,000 to $40,000 range. Entry-level Datawatch|ES
and Datawatch|Researcher systems are priced at approximately $30,000 and
$40,000, respectively. Typical configurations are priced in the range of $60,000
to $450,000. An entry-level Visual|QSM system is priced at approximately
$20,000. Typical configurations sell in the range of $35,000 to $200,000. An
entry-level Visual|HD system sells for less than $10,000, with typical
configurations priced in the $10,000 to $60,000 range. Maintenance agreements,
training and implementation services are sold separately.

      The Company also sells its Enterprise Software using a subscription model.
Subscription terms typically run 90 days or 24 months and automatically renew
unless terminated with 90 days notice. The subscription pricing does not include
professional services beyond the installation of the software and such
professional services are invoiced separately. Prices for Datawatch|ES and
Datawatch|Researcher subscriptions typically range from approximately $1,750 to
$7,000 per month. Visual|QSM subscriptions typically range from approximately
$1,000 to $2,500 per month, and Visual|HD subscriptions typically range from
$500 to $1,200 per month.

                                       3
<PAGE>

MARKETING AND DISTRIBUTION

      Datawatch markets its products through a variety of channels in order to
gain broad market exposure and to satisfy the needs of its customers. Datawatch
believes that some customers prefer to purchase products through
service-oriented resellers, while others buy on the basis of price, purchase
convenience, and/or immediate delivery.

      The Company is engaged in active direct sales of its products to
end-users, including repeat and add-on sales to existing customers and sales to
new customers. Datawatch utilizes direct mail, the Internet, telemarketing and
direct personal selling to generate its sales.

      Datawatch uses a variety of marketing programs to create demand for its
products. These programs include advertising, cooperative advertising with
reseller partners, direct mail, exhibitor participation in industry shows,
executive participation in press briefings, Internet-based marketing and
on-going communication with the trade press.

      The Company offers certain of its resellers the ability to return obsolete
versions of its products and slow-moving products for credit. Based on its
historical experience relative to products sold to these distributors, the
Company believes that its exposure to such returns is minimal. It has provided a
provision for such estimated returns in the financial statements.

      Datawatch warrants the physical disk media and printed documentation for
its products to be free of defects in material and workmanship for a period of
30 to 90 days from the date of purchase depending on the product. Datawatch also
offers a 30 day or 60 day money-back guarantee on certain of its products sold
directly to end-users. Under the guarantee, customers may return purchased
products within the 30 day or 60 day period for a full refund if they are not
completely satisfied. To date, the Company has not experienced any significant
product returns under its money-back guarantee.

      During fiscal 2004, 2003 and 2002, one distributor, Ingram Micro Inc.,
represented approximately 20%, 19% and 18%, respectively, of the Company's total
revenue. No other customer accounted for more than 10% of the Company's total
revenue in fiscal 2004, 2003 or 2002. Datawatch's revenues from outside of the
U.S. are primarily the result of sales through the direct sales force of its
wholly owned subsidiary, Datawatch International Limited and its subsidiaries
("Datawatch International") and through international resellers. Such
international sales, not including export sales from domestic operations,
represented approximately 39%, 38% and 41% of the Company's total revenue for
fiscal 2004, 2003 and 2002, respectively. See Note 13 to the Consolidated
Financial Statements which appear elsewhere herein.

RESEARCH AND DEVELOPMENT

       The Company believes that timely development of new products and
enhancements to its existing products is essential to maintain strong positions
in its markets. Datawatch intends to continue to invest significant amounts in
research and product development to ensure that its products meet the current
and future demands of its markets as well as to take advantage of evolving
technology trends.

      Datawatch's product development efforts are conducted through in-house
software development engineers and by external developers. External developers
are compensated either through royalty or commission payments based on product
sales levels achieved or under contracts based on services provided. Datawatch
has established long-term relationships with several development engineering
firms, providing flexibility, stability and reliability in its development
process.

      Datawatch's product managers work closely with developers, whether
independent or in-house, to define product specifications. The initial concept
for a product originates from this cooperative effort. The developer is
generally responsible for coding the development project. Datawatch's product
managers maintain close technical control over the products, giving the Company
the freedom to designate which modifications and enhancements are most important
and when they should be implemented. The product managers and their staff work
in parallel with the developers to produce printed documentation, on-line help
files, tutorials and installation software. In some cases, Datawatch may choose
to subcontract a portion of this work on a project basis to third-party
suppliers under contracts. Datawatch personnel also perform extensive quality
assurance testing for all products and coordinate external beta test programs.

      Datawatch has a contractual agreement with the independent developer of
Monarch, Monarch Data Pump and VorteXML which requires that source code be
placed into escrow. The principal developer for these products is also bound by
contractual commitments which require the developer's continuing involvement in
product maintenance and enhancement. The Company has been granted exclusive
worldwide rights to Monarch, Monarch Data Pump and VorteXML with a stated term
expiring in the year 2009. On April 29, 2004, the Company, a subsidiary of the
Company and this developer entered into

                                       4
<PAGE>

an Option Purchase Agreement which gives Datawatch the right to purchase, in
exchange for $8 million, the intellectual property rights of software code owned
by the developer and used in Datawatch products Monarch, Monarch Data Pump,
VorteXML, as well as certain other software components used in the Company's
products. The Option Purchase Agreement can be exercised by the Company at any
time during the 2 years following execution of the agreement. Monarch and
Monarch Data Pump are trademarks of Datawatch Corporation and VorteXML is a
registered trademark of Datawatch Corporation.

      Other Datawatch products have been developed through in-house software
development or by independent software engineers hired under contract. Datawatch
maintains source code and full product control for these products, which include
-Datawatch|ES, Visual|QSM, and Visual|HD products. Datawatch|ES, Visual|QSM, and
Visual|HD are trademarks of Datawatch Corporation. Visual Help Desk is a
registered trademark of Auxilor, Inc. ("Auxilor"), a wholly-owned subsidiary of
Datawatch Corporation.

      During fiscal 2004, the Company acquired Mergence Technologies Corporation
which has a branch software development and testing office in the Philippines.
Mergence, which was renamed Datawatch Technologies Corporation coincident with
the acquisition, developed the iMergence iStore and Datawatch|Researcher
products at its facilities in the United States and the Philippines prior to the
acquisition. The Company expects to use the Philippines development branch as an
alternative development facility for its other enterprise products. iMergence is
a registered trademark of Datawatch Technologies Corporation.

BACKLOG

      The Company's software products are generally shipped within three
business days of receipt of an order. Accordingly, the Company does not believe
that backlog for its products is a meaningful indicator of future business. The
Company does maintain a backlog of services related to its Datawatch|ES,
Visual|QSM, and Visual|HD business. While this services backlog will provide
future revenue to the Company, the Company believes that it is not a meaningful
indicator of future business.

COMPETITION

      The software industry is highly competitive and is characterized by
rapidly changing technology and evolving industry standards. Datawatch competes
with a number of companies including BMC Software, Actuate Corporation, Mobius
Management Systems, Inc. and others that have substantially greater financial,
marketing and technological resources than the Company. Competition in the
industry is likely to intensify as current competitors expand their product
lines and as new competitors enter the market.

PRODUCT PROTECTION

      Although Datawatch does not generally own patents on its software
technologies, it relies on a combination of trade secret, copyright and
trademark laws, nondisclosure and other contractual agreements, and technical
measures to protect its rights in its products. Despite these precautions,
unauthorized parties may attempt to copy aspects of Datawatch's products or to
obtain and use information that Datawatch regards as proprietary. Patent
protection is not considered crucial to Datawatch's success. Datawatch believes
that, because of the rapid pace of technological change in the software
industry, the legal protections for its products are less significant than the
knowledge, ability and experience of its employees and developers, the frequency
of product enhancements and the timeliness and quality of its support services.
Prior to its acquisition by Datawatch, Mergence started the process of obtaining
patents on certain technology used in the Datawatch|Researcher product.
Datawatch expects to continue the process of obtaining the patents on this
technology. Datawatch believes that none of its products, trademarks, patents,
and other proprietary rights infringe on the proprietary rights of third
parties, but there can be no assurance that third parties will not assert
infringement claims against it or its developers in the future.

PRODUCTION

      Production of Datawatch's products involves the duplication of compact and
floppy disks, and the printing of user manuals, packaging and other related
materials. High volume compact disk duplication is performed by non-affiliated
subcontractors, while low volume compact disk duplication is performed in-house.
Floppy disk duplication is performed in-house with high-capacity disk
duplication equipment. Printing work is also performed by non-affiliated
subcontractors. To date, Datawatch has not experienced any material difficulties
or delays in production of its software and related documentation and believes
that, if necessary, alternative production sources could be secured at a
commercially reasonable cost.

                                       5
<PAGE>

EMPLOYEES

      As of December 10, 2004, Datawatch had 112 full-time and 9 contract,
temporary or part-time employees, including 48 engaged in marketing, sales, and
customer service; 32 engaged in product consulting, training and technical
support; 16 engaged in product management, development and quality assurance; 22
providing general, administrative, accounting, and IT functions; and 3 engaged
in software production and warehousing.

ITEM 2.  PROPERTIES
-------------------

      The Company is currently headquartered in 20,492 square feet of leased
office space in Lowell, Massachusetts. The lease expires in January 2006. The
Company's Datawatch Technologies subsidiary is headquartered in New Jersey and
leases serviced offices on an annual basis. The Company also maintains
international sales and administrative offices in the United Kingdom and
Australia, sales offices in France and Germany, and a software development and
testing facility in the Philippines.

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

      In May 2004, the Company was served with a charge of discrimination filed
with the Massachusetts Commission Against Discrimination (MCAD) by a current
employee. In addition to the Company, the employee has named an executive of the
Company as well as the employee's former supervisor as defendants. The employee
alleges that her former supervisor engaged in sexually harassing conduct. The
employee accuses the executive of engaging in retaliation upon learning of the
employee's complaint. The complaint was withdrawn from the MCAD in August 2004,
with the stated intent of pursuing the claim in Superior Court in the state of
Massachusetts. To date, the Company has not been notified of any further filing.
Given the early stage and current status of the claim, the Company is unable to
predict the ultimate outcome. The Company intends to vigorously defend the
claims.

      The Company is not party to any other litigation that management believes
will have a material adverse effect on the Company's consolidated financial
condition, results of operations, or cash flows.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

      No matters were submitted to a vote of the Registrant's security holders
during the last quarter of the fiscal year covered by this report.

EXECUTIVE OFFICERS OF THE REGISTRANT

The names, ages and titles of the executive officers of the Company as of
December 10, 2004 are as follows:

Robert W. Hagger       56  President, Chief Executive Officer and Director
John H. Kitchen, III   49  Senior Vice President of Desktop & Server Solutions
                           and Secretary
Alan R. MacDougall     56  Senior Vice President of Finance, Chief Financial
                           Officer, Treasurer and Assistant Secretary
H. Calvin G. MacKay    60  Senior Vice President for Enterprise Software

Officers are elected by, and serve at the discretion of, the Board of Directors.

      ROBERT W. HAGGER, President, Chief Executive Officer and Director. Mr.
Hagger assumed the positions of President, Chief Executive Officer and Director
on July 9, 2001. Prior thereto, and since November 1, 1997, Mr. Hagger was
Senior Vice President of International Operations of the Company. Prior to that
and since March 1997, Mr. Hagger was Managing Director of the Company's
wholly-owned subsidiary Datawatch International Limited. Prior to joining
Datawatch, from 1993 to March 1997, Mr. Hagger was founder and Managing Director
of Insight Strategy Management Ltd. Prior to that he was Managing Director of
Byrne Fleming Ltd.

      JOHN H. KITCHEN, III, Senior Vice President of Desktop & Server Solutions
and Secretary. Mr. Kitchen assumed the position of Senior Vice President of
Desktop & Server Solutions on July 9, 2001. Prior thereto, and since July 2000,
Mr.

                                       6
<PAGE>

Kitchen was the Company's Vice President of Marketing. Prior to July 2000, and
since March 1998, Mr. Kitchen was the Company's Director of Marketing. Prior to
that, Mr. Kitchen was a marketing consultant to the Company.

      ALAN R. MACDOUGALL, Senior Vice President of Finance, Chief Financial
Officer, Treasurer and Assistant Secretary. Mr. MacDougall assumed the position
of Senior Vice President of Finance on October 22, 2003. Prior thereto, and
since December 16, 2000, Mr. MacDougall held the position of Vice President of
Finance. Mr. MacDougall assumed the positions of Chief Financial Officer,
Treasurer and Assistant Secretary on December 16, 2000. Prior thereto, and since
October 1997, Mr. MacDougall was the Company's Corporate Controller. Prior to
October 1997, and since June 1994, Mr. MacDougall was the Company's Director of
Operations.

      H. CALVIN G. MACKAY, Senior Vice President for Enterprise Software. Mr.
MacKay assumed the position of Senior Vice President for Enterprise Software on
July 9, 2001 and was elected an executive officer of the Company on December 1,
2001. Prior thereto, and since January 2001, Mr. MacKay was a marketing and
sales consultant to the Company's wholly-owned subsidiary, Datawatch
International Limited. Prior to January 2001, and since December 1998, Mr.
MacKay acted as an advisor and consultant to several technology companies. From
June 1996 to October 1998, Mr. MacKay served as Principal of Renoir and
Rembrandt Consulting Ltd., a management consulting firm, and as the Chief
Executive Officer of the firm's South East Asia operations.



























                                       7
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
--------------------------------------------------------------------------
MATTERS
-------

      The Registrant's common stock is listed and traded on the Nasdaq SmallCap
Market under the symbol DWCH. The range of high and low closing prices during
each fiscal quarter for the last two fiscal years is set forth below:

                For the Year Ended                Common Stock
                September 30, 2004              High        Low
                -------------------------------------------------------
                4th Quarter                     4.690       3.010
                3rd Quarter                     6.875       3.910
                2nd Quarter                     5.905       2.815
                1st Quarter                     4.210       2.600

                For the Year Ended                Common Stock
                September 30, 2003              High        Low
                -------------------------------------------------------
                4th Quarter                     4.370       1.375
                3rd Quarter                     1.500       1.240
                2nd Quarter                     1.625       1.360
                1st Quarter                     1.820       1.435

      There are approximately 140 shareholders of record as of December 22,
2004. The Company believes that the number of beneficial holders of common stock
exceeds 2,000. The last reported sale of the Company's common stock on December
22, 2004 was at $5.15.

      The Company has not paid any cash dividends and it is anticipated that
none will be declared in the foreseeable future. The Company intends to retain
future earnings, if any, to provide funds for the operation, development and
expansion of its business.

      The information set forth under the caption "Equity Compensation Plans"
appearing in the Company's definitive Proxy Statement for the Annual Meeting of
Shareholders for the fiscal year ended September 30, 2004 is incorporated herein
by reference.


ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------

      During the fourth quarter of fiscal 2001, the Company approved and
completed a corporate-wide restructuring plan in an effort to reduce costs and
centralize administrative operations. The restructuring plan resulted in charges
of approximately $763,000 for severance benefits and related costs for 42
terminated employees. Of these charges, $377,000 was paid during fiscal 2001
with the balance of $386,000 accrued as of September 30, 2001. Additional
amounts of $12,000, $153,000 and $217,000, were paid during fiscal 2004, fiscal
2003 and fiscal 2002, respectively, leaving a balance of $4,000 accrued as of
September 30, 2004. The total balance is expected to be fully paid by January
2005. During the second quarter of fiscal 2002, the Company approved and
completed an additional restructuring undertaken to further improve efficiencies
and reduce costs, which resulted in an additional restructuring charge of
approximately $88,000 for severance benefits and related costs for four
terminated employees. These charges were fully paid during fiscal 2002. During
the first quarter of fiscal 2003, the Company approved and completed a
restructuring undertaken to reduce costs related to its international
operations. In accordance with Statement of Financial Accounting Standards
("SFAS") No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities," the Company recorded a restructuring charge of approximately
$181,000 for severance benefits for five terminated employees and costs
resulting from the cancellation of leases and the disposal of fixed assets
related to a relocation to smaller facilities. The charges for this
restructuring were fully paid in February 2003. At September 30, 2004 there was
an additional accrued severance amount of approximately $1,000, which was not
related to restructuring activities.

                                       8
<PAGE>

The following table summarizes the restructuring activity related to the
Company's restructurings:

Fiscal 2001 Restructuring Charge                           $  763,000
Cash Payments - Fiscal 2001                                  (377,000)
                                                           ----------
Restructuring Reserve as of September 30, 2001                386,000
Fiscal 2002 Restructuring Charge                               88,000
Cash Payments - Fiscal 2002                                  (305,000)
                                                           ----------
Restructuring Reserve as of September 30, 2002                169,000
Fiscal 2003 Restructuring Charge                              181,000
Cash Payments - Fiscal 2003                                  (334,000)
                                                           ----------
Restructuring Reserve as of September 30, 2003                 16,000
Cash Payments - Fiscal 2004                                   (12,000)
                                                           ----------

Restructuring Reserve as of September 30, 2004             $    4,000
                                                           ==========

      The following table sets forth selected consolidated financial data of the
Company for the periods indicated. The selected consolidated financial data for
and as of the end of the years in the five-year period ended September 30, 2004
are derived from the Consolidated Financial Statements of the Company. The
information set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Consolidated Financial Statements and notes which appears elsewhere in this
Annual Report on Form 10-K.

<TABLE><CAPTION>
Statements of Operations Data
Years Ended September 30,                            2004             2003            2002              2001              2000
                                                     ----             ----            ----              ----              ----
<S>                                              <C>              <C>              <C>              <C>               <C>
Revenue                                          $ 19,335,146     $ 17,712,206     $ 19,440,743     $ 18,321,251      $ 22,368,637

Costs and Expenses                                 18,410,460       16,886,018       18,499,009       23,638,923        23,329,304
                                                 ------------     ------------     ------------     ------------      ------------

Income (Loss) from Operations                         924,686          826,188          941,734       (5,317,672)         (960,667)

Income (Loss) from
    Continuing Operations                           1,084,776          846,545          846,379       (5,385,051)       (1,002,097)

Discontinued Operations
   Income (Loss) from Guildsoft
     operations, net                                     --               --               --           (143,856)           12,468
   Gain on sale of Guildsoft                             --               --             17,096          413,013              --
                                                 ------------     ------------     ------------     ------------      ------------
Income from Discontinued
   Operations                                            --               --             17,096          269,157            12,468

Net Income (Loss)                                $  1,084,776     $    846,545     $    863,475     $ (5,115,894)     $   (989,629)
                                                 ============     ============     ============     ============      ============
Net Income (Loss) from Continuing Operations
   per Common Share:
      Basic                                             $0.21            $0.16            $0.17           $(1.12)           $(0.24)
      Diluted                                           $0.19            $0.16            $0.16           $(1.12)           $(0.24)

Net Income (Loss) per Common Share:
      Basic                                             $0.21            $0.16            $0.17           $(1.07)           $(0.24)
      Diluted                                           $0.19            $0.16            $0.16           $(1.07)           $(0.24)
</TABLE>
                                       9
<PAGE>

<TABLE><CAPTION>
Balance Sheet Data
  September 30,                                       2004             2003             2002             2001             2000
                                                      ----             ----             ----             ----             ----
<S>                                               <C>              <C>              <C>              <C>              <C>
Total Assets                                      $ 12,628,794     $ 10,503,942     $  9,454,466     $  9,423,894     $ 13,572,817
Working Capital                                      2,547,879        3,407,639        2,022,702          596,136        4,339,237
Long-Term Obligations                                  125,373            3,115           12,795          126,121             --
Shareholders' Equity                                 6,435,929        5,138,115        4,060,212        2,985,289        6,866,891
</TABLE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------

      The following discussion and analysis is qualified by reference to, and
should be read in conjunction with, the Consolidated Financial Statements of
Datawatch and its subsidiaries which appear elsewhere in this Annual Report on
Form 10-K.

GENERAL

      Datawatch is engaged in the design, development, manufacture, marketing,
and support of business computer software primarily for the Windows-based
market. Its products address the enterprise reporting, business intelligence,
data replication, service management and help desk markets.

      Datawatch's principal products are: Monarch, a desktop report mining and
business intelligence application that lets users extract and manipulate data
from ASCII report files or HTML files produced on any mainframe, midrange,
client/server or PC system; Monarch Data Pump, a data replication and migration
tool that offers a shortcut for populating and refreshing data marts and data
warehouses, for migrating legacy data into new applications and for providing
automated delivery of reports in a variety of formats via email; Monarch|RMS, a
web-based report mining and analysis solution that integrates with any existing
COLD/ERM, document or content management archiving solution; Datawatch|ES, a
web-enabled business information portal, providing complete report management,
business intelligence and content management, and the ability to analyze data
within reports derived from existing reporting systems with no new programming
or report writing; Datawatch|Researcher, a .NET based content and data
aggregation solution that searches inter-related data, documents, and
communications scattered over multiple and disparate repositories, then merges
and analyzes the results into comprehensive actionable case records; Visual|QSM,
a fully internet-enabled IT support solution that incorporates workflow and
network management capabilities and provides web access to multiple databases
via a standard browser; Visual|Help Desk or Visual|HD, a web-based help desk and
call center solution operating on the IBM Lotus Domino platform; and VorteXML, a
data transformation product for the emerging XML market that easily and quickly
converts structured text output from any system into valid XML for web services
and more using any DTD or XDR schema without programming.

      On August 11, 2004, Datawatch acquired 100% of the shares of Mergence
Technologies Corporation in exchange for $2.5 million in cash. The purchase
agreement also included a provision for quarterly cash payments to the former
Mergence shareholders equal to 10% of revenue, as defined, of the
Datawatch|Researcher product for a period of six years. The activities of
Mergence from August 11, 2004 are consolidated into the Company's consolidated
financial statements. See Note 2 to the Consolidated Financial Statements which
appear elsewhere herein for more detailed financial information on the
acquisition of Mergence.

      On October 16, 2002, Datawatch acquired 100% of the shares of Auxilor,
Inc., in exchange for $127,000 in cash and 29,528 shares of Datawatch common
stock valued at approximately $50,000. The purchase agreement also included an
earn-out clause, which provided for a cash payout equal to 10% of the sales of
Auxilor products in fiscal 2003. The activities of Auxilor from October 1, 2002
to October 16, 2002 are not consolidated into the Company's consolidated
financial statements and are not significant. See Note 2 to the Consolidated
Financial Statements which appear elsewhere herein for more detailed financial
information on the acquisition of Auxilor.

CRITICAL ACCOUNTING POLICIES

In the preparation of financial statements and other financial data, management
applies certain accounting policies to transactions that, depending on choices
made by management, can result in various outcomes. In order for a reader to
understand the following information regarding the financial performance and
condition of the Company, an understanding of those accounting policies is
important. The Company's accounting policies are set forth in the Notes to the
Consolidated

                                       10
<PAGE>

Financial Statements, which are included in Item 15. Certain of those policies
are comparatively more important to the Company's financial results and
condition than others. The policies that the Company believes are most important
for a reader's understanding of the financial information are described below.

Revenue Recognition, Allowance for Doubtful Accounts and Returns Reserve

      The Company has two types of software product offerings: Enterprise
Software and Desktop and Server Software. Enterprise Software products are
generally sold directly to end-users. The Company sells its Desktop and Server
Software products directly to end-users and through distributors and resellers.
Sales to distributors and resellers accounted for approximately 29%, 29% and
27%, respectively, of total sales for the fiscal years ended September 30, 2004,
2003 and 2002. Revenue from the sale of all software products is generally
recognized at the time of shipment, provided there are no uncertainties
surrounding product acceptance, the fee is fixed or determinable, collection is
considered probable, persuasive evidence of the arrangement exists and there are
no significant obligations remaining. Both types of the Company's software
product offerings are "off-the-shelf" as such term is defined by Statement of
Position No. 97-2, "Software Revenue Recognition." The Company's products are
relatively straightforward and the software can be installed and used by
customers on their own with little or no customization required. Multi-user
licenses marketed by the Company are sold as a right to use the number of
licenses and license fee revenue is recognized upon delivery of all software
required to satisfy the number of licenses sold. Upon delivery, the licensing
fee is payable without further delivery obligations of the Company.

      Desktop and Server Software products are generally not sold in multiple
element arrangements. Accordingly, the price paid by the customer is considered
the vendor specific objective evidence ("VSOE") of fair value for those
products.

      Enterprise Software sales are generally multiple element arrangements
which include software license deliverables, professional services and
post-contract customer support. In such multiple element arrangements, the
Company applies the residual method in determining revenue to be allocated to a
software license. In applying the residual method, the Company deducts from the
sale proceeds the VSOE of fair value of the services and post-contract customer
support in determining the residual fair value of the software license. The VSOE
of fair value of the services and post-contract customer support is based on the
amounts charged for these elements when sold separately. Professional services
include implementation, integration, training and consulting services with
revenue recognized as the services are performed. These services are generally
delivered on a time and materials basis, are billed on a current basis as the
work is performed, and do not involve modification or customization of the
software or any other unusual acceptance clauses or terms. Post-contract
customer support is typically provided under a maintenance agreement which
provides technical support and rights to unspecified software maintenance
updates and bug fixes on a when-and-if available basis. Revenue from
post-contract customer support services is deferred and recognized ratably over
the contract period (generally one year). Such deferred amounts are recorded as
part of deferred revenue in the Company's Consolidated Balance Sheets included
elsewhere herein.

      The Company also sells its Enterprise Software using a subscription model.
At the time a customer enters into a binding agreement to purchase a
subscription, the customer is invoiced for an initial term of the subscription
(generally ninety days) and an account receivable and deferred revenue are
recorded. Beginning on the date the software is installed at the customer site
and available for use by the customer, the deferred revenue amount is recognized
ratably over the initial term of the agreement provided all other criteria for
revenue recognition are met. Following the initial term, the customer is
invoiced for each subsequent term (generally ninety days), once again resulting
in an account receivable and deferred revenue being recorded. The deferred
revenue is then recognized ratably over such subsequent term.

      The Company's software products are sold under warranty against certain
defects in material and workmanship for a period of 30 to 90 days from the date
of purchase. Certain software products, including desktop versions of Monarch,
Monarch Data Pump, and VorteXML sold directly to end-users, include a guarantee
under which such customers may return products within 30 to 60 days for a full
refund. Additionally, the Company provides its distributors with stock-balancing
rights and applies the guidance found in SFAS No. 48, "Revenue Recognition when
Right of Return Exists." Revenue from the sale of software products to
distributors and resellers is recognized at the time of shipment providing all
other criteria for revenue recognition as stated above are met and (i) the
distributor or reseller is unconditionally obligated to pay for the products,
including no contingency as to product resale, (ii) the distributor or reseller
has independent economic substance apart from the Company, (iii) the Company is
not obligated for future performance to bring about product resale, and (iv) the
amount of future returns can be reasonably estimated. The Company's experience
and history with its distributors and resellers allows for reasonable estimates
of future returns. Among other things, estimates of potential future returns are
made based on the inventory levels at the various distributors and resellers,
which the Company monitors frequently. Once the estimates of potential future
returns from all sources are made, the Company determines if it has adequate
returns reserves to cover anticipated returns and the returns reserve is
adjusted as required. Adjustments are recorded as increases or decreases in
revenue in the period of

                                       11
<PAGE>

adjustment. Actual returns have historically been within the range estimated by
the Company. For the fiscal years ended September 30, 2004, 2003 and 2002
changes to and ending balances of the returns reserve were approximately as
follows:

<TABLE><CAPTION>
                                                             2004           2003           2002
<S>                                                       <C>            <C>            <C>
          Returns Reserve Balance - Beginning of Year     $  213,000     $  285,000     $  245,000
          Amounts Accrued for the Returns Reserve            165,000        379,000        255,000
          Returns Applied Against the Returns Reserve        192,000        451,000        215,000
                                                          ----------     ----------     ----------
          Returns Reserve Balance - End of Year           $  186,000     $  213,000     $  285,000
                                                          ==========     ==========     ==========
</TABLE>

      The Company maintains allowances for doubtful accounts for estimated
losses resulting from the inability of customers to make required payments. The
Company analyzes accounts receivable and the composition of the accounts
receivable aging, historical bad debts, customer creditworthiness, current
economic trends, foreign currency exchange rate fluctuations and changes in
customer payment terms when evaluating the adequacy of the allowance for
doubtful accounts. Based upon the analysis and estimates of the uncollectibility
of its accounts receivable, the Company records an increase in the allowance for
doubtful accounts when the prospect of collecting a specific account receivable
becomes doubtful. Actual results could differ from the allowances for doubtful
accounts recorded, and this difference may have a material effect on the
Company's financial position and results of operations. For the fiscal years
ended September 30, 2004, 2003 and 2002, changes to and ending balances of the
allowance for doubtful accounts were approximately as follows:

<TABLE><CAPTION>
                                                                             2004           2003           2002
<S>                                                                       <C>            <C>            <C>
          Allowance for Doubtful Accounts Balance - Beginning of Year     $  230,000     $  260,000     $  317,000
          Additions to the Allowance of Doubtful Accounts                    105,000        120,000         48,000
          Amounts Applied Against the Allowance for Doubtful Accounts        105,000        150,000        105,000
                                                                          ----------     ----------     ----------
          Allowance for Doubtful Accounts Balance - End of Year           $  230,000     $  230,000     $  260,000
                                                                          ==========     ==========     ==========
</TABLE>

Capitalized Software Development Costs

      The Company capitalizes certain software development costs as well as
purchased software upon achieving technological feasibility of the related
products. Software development costs incurred and software purchased prior to
achieving technological feasibility are charged to research and development
expense as incurred. Commencing upon initial product release, capitalized costs
are amortized to cost of software licenses and subscriptions using the
straight-line method over the estimated life (which approximates the ratio that
current gross revenues for a product bear to the total of current and
anticipated future gross revenues for that product), generally 24 to 72 months.
For the fiscal years ended September 30, 2004, 2003 and 2002 amounts related to
capitalized software development costs and purchased software were approximately
as follows:

<TABLE><CAPTION>
                                                                  2004           2003           2002
<S>                                                            <C>            <C>            <C>
          Capitalized Software Balance - Beginning of Year     $  697,000     $  962,000     $1,084,000
          Capitalized Software Development Costs                  191,000        109,000        272,000
          Capitalized Purchased Software                          520,000        124,000           --
          Amortization of Capitalized Software Development
              Costs and Purchased Software                        471,000        498,000        394,000
                                                               ----------     ----------     ----------
          Capitalized Software Balance - End of Year           $  937,000     $  697,000     $  962,000
                                                               ==========     ==========     ==========
</TABLE>

Foreign Currency Translations

      Assets and liabilities of the Company's foreign subsidiaries, which are
principally located in the UK and Australia, are translated into U.S. dollars at
rates in effect at each balance sheet date. Revenues, expenses and cash flows
are translated into U.S. dollars at average rates prevailing when transactions
occur. The related translation adjustments are reported as a separate component
of shareholders' equity under the heading "Accumulated Other Comprehensive
Loss." Accumulated other comprehensive loss reported in the consolidated balance
sheets consists only of foreign currency translation adjustments. At the fiscal
years ended September 30, 2004 and 2003, the accumulated foreign currency
translation loss totaled approximately $318,000 and $403,000, respectively. The
Company does not currently engage in foreign currency hedging activities.

                                       12
<PAGE>

Income Taxes

      The Company has deferred tax assets related to net operating loss
carryforwards and tax credits that expire at different times through and until
2020. Significant judgment is required in determining the Company's provision
for income taxes, the carrying value of deferred tax assets and liabilities and
the valuation allowance recorded against net deferred tax assets. Factors such
as future reversals of deferred tax assets and liabilities, projected future
taxable income, changes in enacted tax rates and the period over which the
Company's deferred tax assets will be recoverable are considered in making these
determinations. The Company's domestic operations have been profitable during
the past three years while international operations have continued to generate
operating losses. During fiscal 2004, the Company increased sales and marketing
expense by approximately 24% and introduced a subscription sales model, both of
which could have an adverse effect on profitability in the near term.
Accordingly, management does not believe the deferred tax assets are more likely
than not to be realized and a full valuation allowance, previously provided
against the deferred tax assets, continues to be provided. Management evaluates
the realizability of the deferred tax assets quarterly and, if current economic
conditions change or future results of operations are better than expected,
future assessments may result in the Company concluding that it is more likely
than not that all or a portion of the deferred tax assets are realizable. If
this conclusion were reached, the valuation allowance against deferred tax
assets would be reduced resulting in a tax benefit being recorded for financial
reporting purposes.

RESULTS OF OPERATIONS

               FISCAL YEAR ENDED SEPTEMBER 30, 2004 AS COMPARED TO
               ---------------------------------------------------
                      FISCAL YEAR ENDED SEPTEMBER 30, 2003
                      ------------------------------------

      Revenue from continuing operations for the fiscal year ended September 30,
2004 was $19,335,000, which represents an increase of $1,623,000 or
approximately 9% from revenue of $17,712,000 for the fiscal year ended September
30, 2003. For fiscal 2004 Monarch (including Monarch Data Pump and VorteXMLand
Redwing), Visual|QSM and Visual|HD, and Datawatch|ES (including Monarch|RMS and
iMergence iStore) sales accounted for 56%, 30% and 14% of total revenue,
respectively, as compared to 59%, 29% and 12%, respectively, for fiscal 2003.

      Software license and subscription revenue for the fiscal year ended
September 30, 2004 was $12,442,000 or approximately 64% of total revenue, as
compared to $12,210,000 or approximately 69% of total revenue for the fiscal
year ended September 30, 2003. This represents an increase of $232,000 or
approximately 2% from fiscal 2003 to fiscal 2004. In fiscal 2004, Datawatch|ES
license and subscription revenue increased by $276,000 ($58,000 was iMergence
iStore revenue resulting from the Mergence acquisition for the period August 11,
2004 through September 30, 2004) and Monarch license revenue (including Monarch
Data Pump and VorteXML) increased by $241,000, when compared to fiscal 2003.
These increases were partially offset by a decrease in Visual|QSM and Visual|HD
license revenue of $285,000 (Visual|QSM license and subscription revenue
decreased by $276,000 and Visual|HD license and subscription revenue decreased
by $9,000). The Company attributes the increases in Datawatch|ES and Monarch
software license and subscription revenue to increased capital spending in
fiscal 2004 resulting from an improved domestic economic outlook and the
decrease in Visual|QSM and Visual|HD software license and subscription revenue
to increased competitive pressure to reduce product pricing for products in that
mature market.

      Maintenance and services revenue for the fiscal year ended September 30,
2004 was $6,893,000 or approximately 36% of total revenue, as compared to
$5,502,000 or approximately 31% of total revenue for the fiscal year ended
September 30, 2003. This represents an increase of $1,391,000 or approximately
25% from fiscal 2003 to fiscal 2004. This increase is primarily attributable to
increases in Visual|QSM and Visual|HD maintenance and services revenue of
$1,012,000, Datawatch|ES (including Monarch|RMS and iMergence iStore)
maintenance and services revenue of $320,000 and Monarch maintenance and
services revenue of $58,000. The increase in Visual|QSM and Visual|HD
maintenance and services revenue is the result of increases in both professional
services (increase of $843,000) and maintenance (increase of $169,000) revenues.
The increase in Datawatch|ES maintenance and services revenue is also the result
of increases in both professional services (increase of $215,000) and
maintenance (increase of $105,000) revenues. The Company attributes the
increases in maintenance and services revenue to continued customer loyalty
resulting in increased demand for professional services due to upgrades and
expanded use of the Company's products and a high percentage of maintenance
renewals. Additionally, the Datawatch|ES revenue includes iMergence iStore
services revenue of $116,000 resulting from the Mergence acquisition
(professional services revenue of $110,000 and maintenance revenue of $6,000)
for the period from August 11, 2004 to September 30, 2004.

                                       13
<PAGE>

      Cost of software licenses and subscriptions for the fiscal year ended
September 30, 2004 was $2,583,000 or approximately 21% of software license and
subscription revenues, as compared to $2,563,000 or approximately 21% of
software license revenues for the fiscal year ended September 30, 2003.

      Cost of maintenance and services for the fiscal year ended September 30,
2004 was $2,710,000 or approximately 39% of maintenance and service revenues, as
compared to $2,369,000 or approximately 43% of maintenance and service revenues,
for the fiscal year ended September 30, 2003. While gross margins on maintenance
and services improved in fiscal 2004 when compared to fiscal 2003, overall costs
increased primarily due to the use of third-party consultants to supplement the
Company's internal consulting and training staff in revenue-generating
activities (increase of $217,000) and increased technical support staff salaries
and related expenses (increase of $133,000).

      Sales and marketing expenses were $7,629,000 for the fiscal year ended
September 30, 2004, which represents an increase of $1,500,000, or approximately
24%, from $6,129,000 for the fiscal year ended September 30, 2003. This increase
is primarily attributable to increased sales staff salaries and related expenses
(increase of $1,409,000) and increased marketing expenses for lead generation
(increase of $168,000), trade show expense (increase of $49,000) and web site
development (increase of $44,000), partially offset by a decrease in advertising
expenses (decrease of $166,000).

      Engineering and product development expenses were $1,452,000 for the
fiscal year ended September 30, 2004, which represents a decrease of $55,000 or
approximately 4% from $1,507,000 for the fiscal year ended September 30, 2003.
This decrease is attributable to reduced engineering and development expenses
related to the Visual|HD product (decrease of $128,000) and decreased costs for
employee severance payments (decrease of $90,000), partially offset by increased
development costs outsourced to third party developers (increase of $172,000).
During fiscal 2004, the Company capitalized $191,000 in software development
costs. This compares to $109,000 capitalized during fiscal 2003. This increase
in capitalized costs is primarily due to increased capitalized costs associated
with development projects to increase the functionality and improve the
performance of the Company's enterprise products.

      General and administrative expenses were $4,037,000 for the fiscal year
ended September 30, 2004, which represents a decrease of $100,000 or
approximately 2% from $4,137,000 for the fiscal year ended September 30, 2003.
This decrease is primarily attributable to reductions in international general
and administrative expenses (decrease of $118,000).

      As a result of the foregoing, income before income taxes for the year
ended September 30, 2004 was $958,000, which compares to income before taxes of
$852,000 for the year ended September 30, 2003. In 2004, the Company recorded a
benefit for income taxes of approximately $126,650 which included the
recognition of a $148,000 reduction in the valuation allowance as a result of
realizing the tax benefit of certain of the Company's deferred tax assets due to
deferred tax liabilities associated with the Mergence acquisition, partially
offset by the recording of a provision for income taxes primarily due to an
estimated federal tax liability for alternative minimum tax due. In fiscal 2003,
the Company recorded a provision for income taxes of $5,500, primarily due to an
estimated federal tax liability for alternative minimum tax due. No tax benefits
or provisions were recorded in either fiscal 2004 or fiscal 2003 in any other
jurisdiction due to the Company's current estimate that it will not be in a
significant taxable position in any other jurisdiction owing primarily to the
availability of loss carryforwards for which valuation allowances had previously
been provided. At September 30, 2004, the Company had federal tax loss
carryforwards available to offset future taxable income of approximately $5
million (plus approximately $2 million in state tax loss carryforwards and $6
million in tax loss carryforwards in foreign jurisdictions); a full valuation
reserve has been established against these assets as uncertainty continues to
exist regarding the Company's ability to generate sufficient future taxable
income for the utilization of these losses and the Company has determined that
it is not more likely than not that future taxable income will be sufficient to
realize a tax benefit from its loss carryforwards.

      Net income for the year ended September 30, 2004 was $1,085,000, which
compares to net income of $847,000 for the year ended September 30, 2003.

               FISCAL YEAR ENDED SEPTEMBER 30, 2003 AS COMPARED TO
               ---------------------------------------------------
                      FISCAL YEAR ENDED SEPTEMBER 30, 2002
                      ------------------------------------

      Revenue from continuing operations for the fiscal year ended September 30,
2003 was $17,712,000, which represents a decrease of $1,729,000 or approximately
9% from revenue of $19,441,000 for the fiscal year ended September 30, 2002. For
fiscal 2003 Monarch, Visual|QSM and Visual|HD, and Datawatch|ES sales accounted
for 59%, 29% and 12% of total revenue, respectively, as compared to 59%, 26% and
15%, respectively, for fiscal 2002.

                                       14
<PAGE>

      Software license and subscription revenue for the fiscal year ended
September 30, 2003 was $12,210,000 or approximately 69% of total revenue, as
compared to $13,814,000 or approximately 71% of total revenue for the fiscal
year ended September 30, 2002. This represents a decrease of $1,604,000 or
approximately 12% from fiscal 2002 to fiscal 2003. In fiscal 2003, Datawatch|ES
license revenue decreased by $911,000 and Monarch license revenue (including
Monarch Data Pump, VorteXML and Redwing) decreased by $909,000 when compared to
fiscal 2002. These decreases were partially offset by an increase in Visual|QSM
and Visual|HD license revenue of $216,000 (Visual|HD license revenue increased
by $232,000 and Visual|QSM license revenue decreased by $16,000). The Company
attributes the decreases in software license and subscription revenue to
concerns regarding the possible effects of war and terrorism on an uncertain
worldwide economy and the resulting reduction in corporate spending on software
solutions.

      Maintenance and services revenue for the fiscal year ended September 30,
2003 was $5,502,000 or approximately 31% of total revenue, as compared to
$5,627,000 or approximately 29% of total revenue for the fiscal year ended
September 30, 2002. This represents a decrease of $125,000 or approximately 2%
from fiscal 2002 to fiscal 2003. This decrease is primarily attributable to a
net decrease for Visual|QSM maintenance and services revenue of $386,000 and a
net decrease in Monarch maintenance and services revenue of $101,000. This was
partially offset by Visual|HD and Datawatch|ES maintenance and services revenue
increases of $219,000 and $143,000, respectively. The decrease in Visual|QSM
maintenance and services revenue is the result of reduced revenue from the
Company's Visual|QSM professional services (decrease of $570,000), partially
offset by increased Visual|QSM maintenance revenue (increase of $184,000 for
fiscal 2003). The increase in Datawatch|ES maintenance and services revenue is
the result of increased revenue from Datawatch|ES maintenance (increase of
$228,000) partially offset by reduced revenue from Datawatch|ES professional
services (decrease of $85,000). The Company believes the lower professional
services revenues are the result of a reduced demand for such services due to a
weakened worldwide economy. The Company attributes the increased maintenance
revenues to increasing customer loyalty for its products, resulting in a higher
percentage of maintenance contract renewals.

      Cost of software licenses for the fiscal year ended September 30, 2003 was
$2,563,000 or approximately 21% of software license revenues, as compared to
$2,795,000 or approximately 20% of software license revenues for the fiscal year
ended September 30, 2002. This decrease of $232,000 is primarily attributable to
decreased software license sales during fiscal 2003 as compared to fiscal 2002,
especially those for Datawatch|ES which has a substantially higher cost of
royalties than the Company's other products.

      Cost of maintenance and services for the fiscal year ended September 30,
2003 was $2,369,000 or approximately 43% of maintenance and service revenues, as
compared to $2,679,000 or approximately 48% of maintenance and service revenues,
for the fiscal year ended September 30, 2002. This decrease of $310,000 is
primarily attributable to reductions in services headcount and related expenses.

      Sales and marketing expenses were $6,129,000 for the fiscal year ended
September 30, 2003, which represents a decrease of $768,000, or approximately
11%, from $6,897,000 for the fiscal year ended September 30, 2002. This decrease
is primarily attributable to decreases in marketing expenses for direct mail
(decrease of $395,000), lead generation (decrease of $250,000) and advertising
(decrease of $152,000), partially offset by an increase in show expense
(increase of $28,000).

      Engineering and product development expenses were $1,507,000 for the
fiscal year ended September 30, 2003, which represents an increase of $231,000
or approximately 18% from $1,276,000 for the fiscal year ended September 30,
2002. This increase is attributable to engineering and development expenses of
$167,000 related to the Visual|HD product acquired in the Auxilor purchase
during fiscal 2003 and increased severance charges for product development
personnel totaling $90,000. During fiscal 2003, the Company capitalized $233,000
in purchased software and software development costs. This compares to $272,000
capitalized during fiscal 2002. This decrease in capitalized costs is due to
reduced capitalized costs associated with a development project for a new
version of Visual|QSM which was completed during the Company's fiscal 2003
second quarter.

      General and administrative expenses were $4,137,000 for the fiscal year
ended September 30, 2003, which represents a decrease of $627,000 or
approximately 13% from $4,764,000 for the fiscal year ended September 30, 2002.
This decrease is attributable to reductions in international general and
administrative expenses.

      As a result of the foregoing, the income from continuing operations for
the year ended September 30, 2003 was $847,000, which compares to income from
continuing operations of $846,000 for the year ended September 30, 2002. The
Company recorded a provision for income taxes of $5,500 in fiscal 2003 primarily
due to an estimated federal tax liability for alternative minimum tax due, while
in fiscal 2002, no benefit or provision for income taxes was recorded. No
further tax benefits or provisions were recorded in either fiscal 2003 or fiscal
2002 due to the Company's current estimate that it will not be in a

                                       15
<PAGE>

significant taxable position in any jurisdiction owing primarily to the
availability of loss carryforwards for which valuation allowances had previously
been provided. At September 30, 2003, the Company had federal tax loss
carryforwards available to offset future taxable income of approximately $7
million (plus approximately $8 million in state tax loss carryforwards and $5
million in tax loss carryforwards in foreign jurisdictions); a full valuation
reserve has been established against these assets as uncertainty continues to
exist regarding the Company's ability to generate sufficient future taxable
income for the utilization of these losses.

      In September 2001, Datawatch sold the operations of Guildsoft Limited, a
United Kingdom distribution subsidiary, to a third party. In December 2001 there
was a purchase price settlement between Datawatch and the purchaser of Guildsoft
Limited, resulting in an additional gain of $17,000 which is shown as a gain on
the sale of Guildsoft as part of discontinued operations on the Consolidated
Statement of Operations for fiscal 2002 included elsewhere herein.

      Net income for the year ended September 30, 2003 was $847,000, which
compares to net income of $863,000 for the year ended September 30, 2002.

OFF BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS AND CONTINGENT
LIABILITIES AND COMMITMENTS

      The Company leases various facilities, equipment and automobiles in the
U.S. and overseas under noncancelable operating leases which expire through
2008. The lease agreements generally provide for the payment of minimum annual
rentals, pro-rata share of taxes, and maintenance expenses. Rental expense for
all operating leases was approximately $679,000, $766,000 and $810,000 for the
years ended September 30, 2004, 2003 and 2002, respectively.

       As of September 30, 2004, minimum rental commitments under noncancelable
operating leases are as follows:

          YEAR ENDING SEPTEMBER 30

          2005                             $  575,991
          2006                                183,723
          2007                                 21,105
          2008                                  8,794
          2009                                   --
          Thereafter                             --
                                           ----------

          Total minimum lease payments     $  789,613
                                           ==========

      The Company is also committed to pay royalties ranging from 7% to 50% on
revenue generated by the sale of certain licensed software products. Royalty
expense included in cost of software licenses and subscriptions was
approximately $1,677,000, $1,584,000 and $1,802,000 for the years ended
September 30, 2004, 2003 and 2002, respectively. The Company is not obligated to
pay any minimum royalty amounts.

      On August 11, 2004, the Company acquired 100% of the shares of Mergence
Technologies Corporation. The purchase agreement includes a provision for
quarterly cash payments to the former Mergence shareholders equal to 10% of
revenue, as defined, of the Datawatch|Researcher product until September 30,
2010. There were no sales of the Datawatch|Researcher product from the date of
acquisition to September 30, 2004. Accordingly, the Company expensed no such
amounts during fiscal 2004. See Note 2 to the Consolidated Financial Statements
which appear elsewhere herein for more detailed financial information on the
acquisition of Mergence.

      The Company's software products are sold under warranty against certain
defects in material and workmanship for a period of 30 to 90 days from the date
of purchase. If necessary, the Company would provide for the estimated cost of
warranties based on specific warranty claims and claim history. However, the
Company has never incurred significant expense under its product or service
warranties. As a result, the Company believes the estimated fair value of these
warranty agreements is minimal. Accordingly, there are no liabilities recorded
for warranty claims as of September 30, 2004 and 2004.

      The Company is required by the lease related to its Lowell, Massachusetts
facility to provide a letter of credit in the amount of $143,299 as a security
deposit to provide credit support for payment to the landlord of amounts due
under the lease. Cash on deposit providing security in the amount of this letter
of credit is classified as part of restricted cash in the Company's consolidated
balance sheets at September 30, 2004 and 2003. No amount has ever been drawn
against the letter of credit by

                                       16
<PAGE>

the landlord to provide rent payments and no such action is anticipated in the
future. As it is anticipated that this and any other lease arrangement will
continue to be paid in a timely manner, no contingent liability has been
recorded by the Company for such leases as of September 30, 2004 and 2003. See
Note 7 to the Consolidated Financial Statements included elsewhere herein for
disclosure of minimum rental commitments under noncancelable operating leases.

      As a result of the sale of the Company's former subsidiary Guildsoft
Limited in September 2001, the Company made certain warranties to the purchaser
regarding, among other things, the financial condition and accuracy of the
records of Guildsoft at the time of the sale and against future claims against
Guildsoft related to periods prior to the purchase and sale. As a guarantee of
payment for any such claims or inaccuracies, the equivalent of approximately
$160,000 was placed in escrow in a joint account controlled by both the
Company's and purchaser's United Kingdom attorneys. Under the terms of the
purchase and sale agreement, 50% of the escrow amount was to be released to the
Company on the one year anniversary of the sale and 50% released on the third
anniversary of the sale, if there were no warranty claims made by the purchaser.
No warranty claims were made by the purchaser and 50% of the funds were released
to Datawatch in September 2002 and the remaining 50% in September 2004. As there
were no claims made against the warranties, no contingent liability was recorded
by the Company for these warranties at September 30, 2004 and 2003.

       In the August 2004 Stock Purchase Agreement for the acquisition of
Mergence, the Company made certain warranties regarding, among other things, its
legal authority to enter into the agreement consummating the acquisition and its
ability to continue in its business. The Company further agreed to indemnify the
sellers of Mergence and hold them harmless for any damages incurred of suffered
arising out of any misrepresentation or breach of such warranties made by the
Company in the agreement. The Company believes that no such misrepresentations
or breaches of warranty exist, or are likely to exist in the future, and,
accordingly, has recorded no liabilities related to such indemnification.

      The Company enters into indemnification agreements in the ordinary course
of business. Pursuant to these agreements, the Company agrees to indemnify, hold
harmless, and to reimburse the indemnified party for losses suffered or incurred
by the indemnified party, generally its customers, in connection with any
patent, copyright or other intellectual property infringement claim by any third
party with respect to the Company's products. The term of these indemnification
agreements is generally perpetual and the maximum potential amount of future
payments the Company could be required to make under these indemnification
agreements is unlimited. The Company has never incurred costs to defend lawsuits
or settle claims related to these indemnification agreements. As a result, the
Company believes the estimated fair value of these agreements is minimal.
Accordingly, the Company has no liabilities recorded for these agreements as of
September 30, 2004 and 2003.

      Certain of the Company's agreements also provide for the performance of
services at customer sites. These agreements may contain indemnification
clauses, whereby the Company will indemnify the customer from any and all
damages, losses, judgments, costs and expenses for acts of its employees or
subcontractors resulting in bodily injury or property damage. The maximum
potential amount of future payments the Company could be required to make under
these indemnification agreements is unlimited; however, the Company has general
and umbrella insurance policies that would enable it to recover a portion of any
amounts paid. The Company has never incurred costs to defend lawsuits or settle
claims related to these indemnification agreements. As a result, the Company
believes the estimated fair value of these agreements is minimal. Accordingly,
the Company has no liabilities recorded for these agreements as of September 30,
2004 and 2003.

      As permitted under Delaware law, the Company has agreements with its
directors whereby the Company will indemnify them for certain events or
occurrences while the director is, or was, serving at the Company's request in
such capacity. The term of the director indemnification period is for the later
of ten years after the date that the director ceases to serve in such capacity
or the final termination of proceedings against the director as outlined in the
indemnification agreement. The maximum potential amount of future payments the
Company could be required to make under these indemnification agreements is
unlimited; however, the Company's director and officer insurance policy limits
the Company's exposure and enables it to recover a portion of any future amounts
paid. As a result of its insurance policy coverage, the Company believes the
estimated fair value of these indemnification agreements is minimal. The Company
has no liabilities recorded for these agreements as of September 30, 2004 and
2003.

LIQUIDITY AND CAPITAL RESOURCES

      The Company had net income of $1,085,000 for the year ended September 30,
2004 as compared to net income of $847,000 and $863,000 in fiscal 2003 and 2002,
respectively. Working capital decreased by $860,000 during fiscal 2004. During
fiscal 2004, approximately $1,665,000 of cash was provided by the Company's
operations as compared to approximately $1,747,000 of cash provided by
operations during fiscal 2003. During fiscal 2001, 2002 and 2003,

                                       17
<PAGE>

management took a series of steps to reduce operating expenses and to
restructure operations. See Note 4 to the Consolidated Financial Statements
included elsewhere herein for a further discussion of the reductions in the
workforce as well as other restructuring actions taken to reduce operating
expenses. These restructurings significantly reduced the Company's operating
expenses allowing the Company to generate previously noted operating income for
fiscal 2004, 2003 and 2002. The Company continues to closely monitor its
operating expenses and capital expenditures, as exhibited by its slightly
decreased engineering and product development and general and administrative
expenses in fiscal 2004 as compared to fiscal 2003. In an effort to increase
revenue, the Company increased its sales and marketing expenditures by
approximately 24% in fiscal 2004 as compared to fiscal 2003. The Company expects
to continue the increases in sales and marketing expenses during fiscal 2005,
but will continue to closely monitor its operating expenses and capital
expenditures against anticipated revenue.

      Net cash provided by operating activities for fiscal 2004 of $1,665,000 is
primarily the result of profitable operations and an increase in accrued
expenses and accounts payable ($597,000), offset by an increase in accounts
receivable ($347,000) and a decrease in deferred revenue ($222,000). The
increase in accrued expenses is primarily the result of increased accruals for
employee bonuses and sales commission (increase of $277,000 compared to
September 30, 2003), outside professional services (increase of $125,000
compared to September 30, 2003), employee benefits principally for accrued
vacation and sick time (increase of $86,000 compared to September 30, 2003), and
royalties due to outside developers (increase of $56,000 compared to September
30, 2003). The increase in accounts payable is primarily due to increased
expense levels in the fourth quarter of fiscal 2004 compared to the same period
of fiscal 2003. The increase in accounts receivable is primarily the result of
increased sales in the fourth quarter of fiscal 2004 compared to the same period
of fiscal 2003, while the decrease in deferred revenue is primarily the result
of decreased maintenance deferrals for the Company's international subsidiaries,
partially offset by an increase in maintenance deferrals for the Company's
domestic operations.

      Net cash used in investing activities for fiscal 2004 of $2,774,000 is
primarily the result of the acquisition of Mergence Technologies (net cash used
of $2,515,000); the purchase of fixed assets, primarily computer equipment and
software ($217,000) and the investment in capitalized software development
($191,000), partially offset by a decrease in other assets ($108,000), primarily
from changes in restricted cash and rent deposits.

      Net cash provided by financing activities for fiscal 2004 of $125,000 is
primarily the result of the cash received from the exercise of employee stock
options.

      On October 29, 2003, the Company's bank line of credit, which provided for
maximum borrowings of the lesser of $1,500,000 or 70% of defined eligible
receivables and was collateralized by substantially all the assets of the
Company, expired. The Company was offered the option to renew its bank line of
credit but decided, based on its positive cash flow during the past two fiscal
years and the current level of its cash holdings, that it was in the Company's
best interest to forego the expense required to continue the line of credit and,
therefore, did not renew the line of credit.

      During fiscal 2004, the Company introduced a subscription sales model for
the sale of its enterprise products. This new pricing model allows customers to
begin using the Company's products at a lower initial cost of software
acquisition when compared to the more traditional perpetual license sale. While
this initiative is designed to increase the number of enterprise solutions sold
and also reduce dependency on short-term sales by building a recurring revenue
stream, it introduces increased risks for the Company primarily associated with
the timing of revenue recognition and reduced cash flows. The subscription model
delays revenue recognition when compared to the typical perpetual license sale
and also, as the Company allows termination of certain subscriptions with 90
days notice, could result in decreased revenue for solutions sold under the
model if the Company experiences a high percentage of subscription cancellations
during the first two years of the subscription. Further, as amounts due from
customers are invoiced over the life of the subscription, there are delayed cash
flows from subscription sales when compared to perpetual license sales.

      The Mergence purchase agreement includes a provision for quarterly cash
payments to the former Mergence shareholders equal to 10% of revenue, as
defined, of the Datawatch|Researcher product for a period of six years. As the
cash payments are based on recognized revenue and no minimum payments are
required, they are not expected to have a significant impact on the Company's
liquidity or cash flows. See the section titled OFF BALANCE SHEET ARRANGEMENTS,
CONTRACTUAL OBLIGATIONS AND CONTINGENT LIABILITIES AND COMMITMENTS included
elsewhere herein for a more complete disclosure of the Company's commitments and
contingent liabilities.

      Management believes based on its current cash position and by continuing
to closely monitor operating expenses and capital expenditures, the Company will
have sufficient liquidity through at least September 30, 2005 to fund its cash
requirements.

                                       18
<PAGE>

      Management believes that the Company's current operations have not been
materially impacted by the effects of inflation.

RECENT ACCOUNTING PRONOUCEMENTS

        On December 16, 2004, the Financial Accounting Standards Board (the
"FASB") issued a revision to SFAS No. 123, "Accounting for Stock-Based
Compensation," which is titled "Share-Based Payment." This revision requires
that all share-based payments to employees, including grants of employee stock
options, be recognized in the consolidated statement of operations based on
their fair values. The revision will be effective for public companies for
fiscal periods beginning after June 15, 2005. The standard offers the Company
alternative methods of adopting the proposed final rule. The Company has not yet
determined which alternative method it will use.

RISK FACTORS

      The Company does not provide forecasts of its future financial
performance. However, from time to time, information provided by the Company or
statements made by its employees may contain "forward looking" information that
involves risks and uncertainties. In particular, statements contained in this
Annual Report on Form 10-K that are not historical facts (including, but not
limited to statements contained in "Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations" of Part I of this Annual
Report on Form 10-K relating to liquidity and capital resources) may constitute
forward looking statements and are made under the safe harbor provisions of The
Private Securities Litigation Reform Act of 1995. The Company cautions readers
not to place undue reliance on any such forward looking-statements, which speak
only as of the date they are made. The Company disclaims any obligation, except
as specifically required by law and the rules of the Securities and Exchange
Commission, to publicly update or revise any such statements to reflect any
change in the Company's expectations or in events, conditions or circumstances
on which any such statements may be based, or that may affect the likelihood
that actual results will differ from those set forth in the forward-looking
statements. The Company's actual results of operations and financial condition
have varied and may in the future vary significantly from those stated in any
forward looking statements. Factors that may cause such differences include,
without limitation, the risks, uncertainties and other information discussed
below and within this Annual Report on Form 10-K, as well as the accuracy of the
Company's internal estimates of revenue and operating expense levels. The
following discussion of the Company's risk factors should be read in conjunction
with the financial statements contained herein and related notes thereto. Such
factors, among others, may have a material adverse effect upon the Company's
business, results of operations and financial condition.

Subscription Sales Model Risk

      During fiscal 2004, the Company introduced a subscription sales model for
the sale of its enterprise products. This new pricing model allows customers to
begin using the Company's products at a lower initial cost of software
acquisition when compared to the more traditional perpetual license sale. While
this initiative is designed to increase the number of enterprise solutions sold
and also reduce dependency on short-term sales by building a recurring revenue
stream, it introduces increased risks for the Company primarily associated with
the timing of revenue recognition and reduced cash flows. The subscription model
delays revenue recognition when compared to the typical perpetual license sale
and also, as the Company allows termination of certain subscriptions with 90
days notice, could result in decreased revenue for solutions sold under the
model if the Company experiences a high percentage of subscription cancellations
during the first two years of the subscription. Further, as amounts due from
customers are invoiced over the life of the subscription, there are delayed cash
flows from subscription sales when compared to perpetual license sales.

Fluctuations in Quarterly Operating Results

      The Company's future operating results could vary substantially from
quarter-to-quarter because of uncertainties and/or risks associated with such
things as technological change, competition, and delays in the introduction of
products or product enhancements and general market trends. Historically, the
Company has operated with little backlog of orders because its software products
are generally shipped as orders are received. As a result, net sales in any
quarter are substantially dependent on orders booked and shipped in that
quarter. Further, the Company's introduction of the subscription sales model
could result in decreased revenues over the short term. Because the Company's
staffing and operating expenses are based on anticipated revenue levels and a
high percentage of the Company's costs are fixed in the short-term, small
variations in the timing of revenues can cause significant variations in
operating results from quarter-to-quarter. Because of these factors, the Company
believes that period-to-period comparisons of its results of operations are not
necessarily meaningful and should not be relied upon as indications of future
performance. There can be no assurance that the Company will not experience such
variations in operating results in the future or that such variations will not
have a material adverse effect on the Company's business, financial condition or
results of operation.

                                       19
<PAGE>

Weakening of World Wide Economic Conditions and the Computer Software Market May
Result in Lower Revenue Growth Rates or Decreased Revenues

      The revenue growth and profitability of the Company's business depends on
the overall demand for computer software and services, particularly in the
markets in which it competes. Because the Company's sales are primarily to major
corporate customers, its business also depends on general economic and business
conditions. A softening of demand for computer software and services, caused by
a weakening of the economy in the United States or abroad, may result in lower
revenue growth rates, decreased revenues and reduced profitability. In addition,
terrorist attacks against the United States, and the United States military
response to these attacks have added to economic and political uncertainty which
may adversely affect worldwide demand for computer software and services and
result in significant fluctuations in the value of foreign currencies. In a
weakened economy, the Company cannot be assured that it will be able to
effectively promote future growth in its software and services revenues or
maintain profitability.

Dependence on Principal Products

      In fiscal 2004, Monarch, Visual|QSM and Visual|HD, and Datawatch|ES
accounted for approximately 56%, 30% and 14%, respectively, of the Company's
total revenue. The Company is wholly dependent on the Monarch, Visual|QSM,
Visual|HD, Datawatch|ES and the recently acquired Datawatch|Researcher products.
As a result, any factor adversely affecting sales of any of these products could
have a material adverse effect on the Company. The Company's future financial
performance will depend in part on the successful introduction of its new and
enhanced versions of these products and development of new versions of these and
other products and subsequent acceptance of such new and enhanced products. In
addition, competitive pressures or other factors may result in significant price
erosion that could have a material adverse effect on the Company's business,
financial condition, results of operations, or cash flows.

International Sales

      In fiscal 2004, 2003 and 2002, international sales, including export sales
from domestic operations, accounted for approximately 41%, 39% and 42%,
respectively, of the Company's total revenue. The Company anticipates that
international sales will continue to account for a significant percentage of its
total revenue. A significant portion of the Company's total revenue will
therefore be subject to risks associated with international sales, including
unexpected changes in legal and regulatory requirements, changes in tariffs,
exchange rates and other barriers, political and economic instability, possible
effects of war and acts of terrorism, difficulties in account receivable
collection, difficulties in managing distributors or representatives,
difficulties in staffing and managing international operations, difficulties in
protecting the Company's intellectual property overseas, seasonality of sales
and potentially adverse tax consequences.

Acquisition Strategy

      As evidenced by its August 2004 acquisition of Mergence Technologies
Corporation and its October 2002 acquisition of Auxilor Inc., the Company
continues to address the need to develop new products, in part, through the
acquisition of other companies. Acquisitions involve numerous risks including
difficulties in the assimilation of the operations, technologies and products of
the acquired companies, the diversion of management's attention from other
business concerns, risks of entering markets in which the Company has no or
limited direct prior experience and where competitors in such markets have
stronger market positions, and the potential loss of key employees of the
acquired company. Achieving and maintaining the anticipated benefits of an
acquisition will depend in part upon whether the integration of the companies'
business is accomplished in an efficient and effective manner, and there can be
no assurance that this will occur. The successful combination of companies in
the high technology industry may be more difficult to accomplish than in other
industries.

Dependence on New Introductions; New Product Delays

      Growth in the Company's business depends in substantial part on the
continuing introduction of new products. The length of product life cycles
depends in part on end-user demand for new or additional functionality in the
Company's products. If the Company fails to accurately anticipate the demand
for, or encounters any significant delays in developing or introducing, new
products or additional functionality on its products, there could be a material
adverse effect on the Company's business. Product life cycles can also be
affected by the introduction by suppliers of operating systems of comparable
functionality within their products. The failure of the Company to anticipate
the introduction of additional functionality in products developed by such
suppliers could have a material adverse effect on the Company's business. In
addition, the Company's competitors may introduce products with more features
and lower prices than the Company's products. Such increase in

                                       20
<PAGE>

competition could adversely affect the life cycles of the Company's products,
which in turn could have a material adverse effect on the Company's business.

      Software products may contain undetected errors or failures when first
introduced or as new versions are released. There can be no assurance that,
despite testing by the Company and by current and potential end-users, errors
will not be found in new products after commencement of commercial shipments,
resulting in loss of or delay in market acceptance. Any failure by the Company
to anticipate or respond adequately to changes in technology and customer
preferences, or any significant delays in product development or introduction,
could have a material adverse effect on the Company's business.

Rapid Technological Change

      The markets in which the Company competes have undergone, and can be
expected to continue to undergo, rapid and significant technological change. The
ability of the Company to grow will depend on its ability to successfully update
and improve its existing products and market and license new products to meet
the changing demands of the marketplace and that can compete successfully with
the existing and new products of the Company's competitors. There can be no
assurance that the Company will be able to successfully anticipate and satisfy
the changing demands of the personal computer software marketplace, that the
Company will be able to continue to enhance its product offerings, or that
technological changes in hardware platforms or software operating systems, or
the introduction of a new product by a competitor, will not render the Company's
products obsolete.

Competition in the PC Software Industry

      The software market for personal computers is highly competitive and
characterized by continual change and improvement in technology. Several of the
Company's existing and potential competitors, including BMC Software, Actuate
Corporation, Mobius Management Systems, Inc., and others, have substantially
greater financial, marketing and technological resources than the Company. No
assurance can be given that the Company will have the resources required to
compete successfully in the future.

Dependence on Proprietary Software Technology

      The Company's success is dependent upon proprietary software technology.
Although the Company does not own any patents on any such technology, it does
hold exclusive licenses to such technology and relies principally on a
combination of trade secret, copyright and trademark laws, nondisclosure and
other contractual agreements and technical measures to protect its rights to
such proprietary technology. Despite such precautions, there can be no assurance
that such steps will be adequate to deter misappropriation of such technology.

Reliance on Software License Agreements

      Substantially all of the Company's products incorporate third-party
proprietary technology which is generally licensed to the Company on an
exclusive, worldwide basis. Failure by such third-parties to continue to develop
technology for the Company and license such technology to the Company could have
a material adverse effect on the Company's business and results of operations.

Dependence on the Ability to Hire and Retain Skilled Personnel

     Qualified personnel are in great demand throughout the software industry.
The Company's success depends, in large part, upon its ability to attract,
train, motivate and retain highly skilled employees, particularly, technical
personnel such and product development and professional services personnel,
sales and marketing personnel and other senior personnel. The Company's failure
to attract and retain the highly trained technical personnel that are integral
to the Company's product development, professional services and direct sales
teams may limit the rate at which the Company can generate sales and develop new
products or product enhancements. A change in key management could result in
transition and attrition in the affected department. This could have a material
adverse effect on the Company's business, operating results and financial
condition.

Indirect Distribution Channels

      The Company sells a significant portion of its products through resellers,
none of which are under the direct control of the Company. The loss of major
resellers of the Company's products, or a significant decline in their sales,
could have a material adverse effect on the Company's operating results. There
can be no assurance that the Company will be able to attract or

                                       21
<PAGE>

retain additional qualified resellers or that any such resellers will be able to
effectively sell the Company's products. The Company seeks to select and retain
resellers on the basis of their business credentials and their ability to add
value through expertise in specific vertical markets or application programming
expertise. In addition, the Company relies on resellers to provide post-sales
service and support, and any deficiencies in such service and support could
adversely affect the Company's business.

Volatility of Stock Price

      As is frequently the case with the stocks of high technology companies,
the market price of the Company's common stock has been, and may continue to be,
volatile. Factors such as quarterly fluctuations in results of operations,
increased competition, the introduction of new products by the Company or its
competitors, expenses or other difficulties associated with assimilating
companies acquired by the Company, changes in the mix of sales channels, the
timing of significant customer orders, and macroeconomic conditions generally,
may have a significant impact on the market price of the stock of the Company.
Any shortfall in revenue or earnings from the levels anticipated by securities
analysts could have an immediate and significant adverse effect on the market
price of the Company's common stock in any given period. In addition, the stock
market has from time to time experienced extreme price and volume fluctuations,
which have particularly affected the market price for many high technology
companies and which, on occasion, have appeared to be unrelated to the operating
performance of such companies.


ITEM 7(A).  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------------------

Derivative Financial Instruments, Other Financial Instruments, and Derivative
Commodity Instruments

      At September 30, 2004, the Company did not participate in any derivative
financial instruments, or other financial and commodity instruments. The Company
holds no investment securities that possess significant market risk.

Primary Market Risk Exposures

      The Company's primary market risk exposure is currency exchange rate risk.
International revenues and expenses are generally translated by the Company's
foreign subsidiaries in their respective countries and are denominated in local
currency. Approximately 39%, 38% and 41% of the Company's revenues for 2004,
2003 and 2002, respectively, were from foreign subsidiaries. In addition,
approximately 37%, 36% and 40% of the Company's expenses for fiscal 2004, 2003
and 2002, respectively, were from foreign subsidiaries.

      The Company's exposure to currency exchange rate fluctuations has been and
is expected to continue to be modest due to the fact that the operations of its
international subsidiaries are almost exclusively conducted in their respective
local currencies and dollar advances to the Company's international
subsidiaries, if any, are usually considered to be of a long-term investment
nature. Therefore, the majority of currency movements are reflected in the
Company's other comprehensive income. There are, however, certain situations
where the Company will invoice customers in currencies other than its own. Such
gains or losses, when realized , are reflected in income. These have not been
material in the past nor does management believe that they will be material in
the future. Currently the Company does not engage in foreign currency hedging
activities.


                                       22
<PAGE>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-----------------------------------------------------

      The following consolidated financial statements and the related notes
thereto of Datawatch Corporation and the Report of Independent Registered Public
Accounting Firm thereon are filed as part of this Annual Report on Form 10-K.

                                                                            PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                      24

CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2004 and 2003
  AND FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED SEPTEMBER 30, 2004:

   Consolidated Balance Sheets                                               25

   Consolidated Statements of Operations                                     26

   Consolidated Statements of Shareholders' Equity                           27

   Consolidated Statements of Cash Flows                                     28

   Notes to Consolidated Financial Statements                                29



























                                       23
<PAGE>





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors and Shareholders of
Datawatch Corporation
Lowell, Massachusetts

We have audited the accompanying consolidated balance sheets of Datawatch
Corporation and subsidiaries as of September 30, 2004 and 2003 and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the three years in the period ended September 30, 2004. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Datawatch Corporation and
subsidiaries as of September 30, 2004 and 2003, and the results of their
operations and their cash flows for each of the three years in the period ended
September 30, 2004 in conformity with accounting principles generally accepted
in the United States of America.


/s/ Deloitte & Touche LLP

Boston, Massachusetts
December 27, 2004





                                       24
<PAGE>

DATAWATCH CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2004 AND 2003
<TABLE><CAPTION>
-----------------------------------------------------------------------------------------------
ASSETS                                                               2004              2003
<S>                                                              <C>               <C>
CURRENT ASSETS:
  Cash and equivalents                                           $  4,260,632      $  5,070,850
  Accounts receivable, less allowances for doubtful accounts
   and sales returns of approximately $416,000 in 2004
   and $443,000 in 2003                                             3,672,218         3,041,322
  Inventories                                                          67,955           105,258
  Prepaid expenses                                                    614,566           552,921
                                                                 ------------      ------------

           Total current assets                                     8,615,371         8,770,351
                                                                 ------------      ------------

PROPERTY AND EQUIPMENT:
  Office furniture and equipment                                    1,711,772         1,685,132
  Manufacturing and engineering equipment                             204,799           164,201
                                                                 ------------      ------------

                                                                    1,916,571         1,849,333

  Less accumulated depreciation and amortization                   (1,483,004)       (1,388,427)
                                                                 ------------      ------------

           Net property and equipment                                 433,567           460,906
                                                                 ------------      ------------

OTHER ASSETS:
  Goodwill                                                          1,632,646              --
  Amortizing intangible assets, net                                 1,305,355           696,861
  Trademarks                                                          345,152           285,152
  Restricted cash                                                     268,299           226,514
  Other                                                                28,404            64,158
                                                                 ------------      ------------

          Total other assets                                        3,579,856         1,272,685
                                                                 ------------      ------------

TOTAL                                                            $ 12,628,794      $ 10,503,942
                                                                 ============      ============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                               $  1,137,539      $    918,734
  Accrued expenses                                                  2,026,830         1,503,621
  Deferred revenue                                                  2,903,123         2,940,357
                                                                 ------------      ------------

           Total current liabilities                                6,067,492         5,362,712
                                                                 ------------      ------------

ESCROW FOR MERGENCE SHAREHOLDERS                                      125,373              --
ACCRUED SEVERANCE, less current portion                                  --               3,115
                                                                 ------------      ------------

COMMITMENTS AND CONTINGENCIES  (Notes 1, 2, 7 and 8)

SHAREHOLDERS' EQUITY:

  Preferred stock, par value $.01- authorized,
    1,000,000 shares; none issued                                        --                --
  Common stock, par value $.01- authorized,
    20,000,000 shares; issued, 5,315,108 shares and
    5,244,328 shares in 2004 and 2003, respectively;
    outstanding, 5,300,862 shares and 5,230,082
    shares in 2004 and 2003, respectively                              53,151            52,443
  Additional paid-in capital                                       21,828,621        21,701,297
  Accumulated deficit                                             (14,987,462)      (16,072,238)
  Accumulated other comprehensive loss                               (317,993)         (402,999)
                                                                 ------------      ------------

                                                                    6,576,317         5,278,503

  Less treasury stock, at cost - 14,246 shares                       (140,388)         (140,388)
                                                                 ------------      ------------

          Total shareholders' equity                                6,435,929         5,138,115
                                                                 ------------      ------------

TOTAL                                                            $ 12,628,794      $ 10,503,942
                                                                 ============      ============
</TABLE>
See notes to consolidated financial statements.

                                       25
<PAGE>

DATAWATCH CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 30, 2004, 2003 AND 2002
<TABLE><CAPTION>
--------------------------------------------------------------------------------------------------

                                                      2004              2003              2002
<S>                                               <C>               <C>               <C>
REVENUE:
  Software licenses and subscriptions             $ 12,441,667      $ 12,209,857      $ 13,814,192
  Maintenance and services                           6,893,479         5,502,349         5,626,551
                                                  ------------      ------------      ------------

           Total Revenue                            19,335,146        17,712,206        19,440,743
                                                  ------------      ------------      ------------

COSTS AND EXPENSES:
  Cost of software licenses and subscriptions        2,582,627         2,563,400         2,795,110
  Cost of maintenance and services                   2,710,562         2,368,556         2,679,379
  Sales and marketing                                7,629,058         6,128,640         6,897,176
  Engineering and product development                1,451,533         1,507,223         1,275,997
  General and administrative                         4,036,680         4,136,740         4,763,696
  Restructuring and centralization costs                  --             181,459            87,651
                                                  ------------      ------------      ------------

           Total costs and expenses                 18,410,460        16,886,018        18,499,009
                                                  ------------      ------------      ------------

INCOME FROM OPERATIONS                                 924,686           826,188           941,734

INTEREST EXPENSE                                          (622)           (7,243)         (120,953)

INTEREST INCOME                                         61,062            40,568            22,761

FOREIGN CURRENCY TRANSACTION (LOSSES) GAINS            (27,000)           (7,468)            2,837
                                                  ------------      ------------      ------------

INCOME FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES                                  958,126           852,045           846,379

(BENEFIT) PROVISION FOR INCOME TAXES                  (126,650)            5,500              --
                                                  ------------      ------------      ------------

INCOME FROM CONTINUING OPERATIONS                    1,084,776           846,545           846,379
                                                  ------------      ------------      ------------

DISCONTINUED OPERATIONS -
  Gain on sale of Guildsoft                               --                --              17,096
                                                  ------------      ------------      ------------

NET INCOME                                           1,084,776           846,545           863,475
                                                  ============      ============      ============

NET INCOME PER COMMON SHARE-Basic:
  Continuing operations                           $       0.21      $       0.16      $       0.17
  Discontinued operations                                 --                --                0.00
                                                  ------------      ------------      ------------

NET INCOME PER COMMON SHARE - Basic               $       0.21      $       0.16      $       0.17
                                                  ============      ============      ============

WEIGHTED-AVERAGE NUMBER OF
  SHARES OUTSTANDING - Basic                         5,267,520         5,196,824         5,127,670
                                                  ============      ============      ============

NET INCOME PER COMMON SHARE - Diluted:
  Continuing operations                           $       0.19      $       0.16      $       0.16
  Discontinued operations                                 --                --                0.00
                                                  ------------      ------------      ------------

NET INCOME PER COMMON SHARE - Diluted             $       0.19      $       0.16      $       0.16
                                                  ============      ============      ============

WEIGHTED-AVERAGE NUMBER OF
  SHARES OUTSTANDING - Diluted                       5,753,433         5,444,692         5,393,416
                                                  ============      ============      ============
</TABLE>

See notes to consolidated financial statements.

                                       26
<PAGE>

DATAWATCH CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 2004, 2003 AND 2002
<TABLE><CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                                                        ACCUMULATED
                                                 COMMON STOCK            ADDITIONAL                        OTHER
                                          ---------------------------     PAID-IN       ACCUMULATED    COMPREHENSIVE
                                             SHARES         AMOUNT        CAPITAL         DEFICIT           LOSS
                                          ------------   ------------   ------------    ------------    ------------
<S>                                       <C>            <C>            <C>             <C>             <C>
BALANCE, SEPTEMBER 30, 2001                  5,095,590   $     50,956   $ 21,470,019    $(17,782,258)   $   (613,040)
  Issuance of common stock for services         30,624            306         37,194            --              --
  Issuance of warrant                             --             --           76,956            --              --
  Warrants exercised                            48,996            490           (490)           --              --
  Comprehensive income:
    Translation adjustments                       --             --             --              --            96,992
    Net income                                    --             --             --           863,475            --
                                          ------------   ------------   ------------    ------------    ------------

           Total comprehensive income

BALANCE, SEPTEMBER 30, 2002                  5,175,210         51,752     21,583,679     (16,918,783)       (516,048)
  Issuance of common stock for
    Auxilor acquisition                         29,528            295         49,705            --              --
  Stock options exercised                       39,590            396         64,102            --              --
  Director stock option acceleration              --             --            3,811            --              --
  Comprehensive income:
    Translation adjustments                       --             --             --              --           113,049
    Net income                                    --             --             --           846,545            --
                                          ------------   ------------   ------------    ------------    ------------

           Total comprehensive income

BALANCE, SEPTEMBER 30, 2003                  5,244,328         52,443     21,701,297     (16,072,238)       (402,999)
  Stock options exercised                       70,780            708        127,324            --              --
  Comprehensive income:
    Translation adjustments                       --             --             --              --            85,006
    Net income                                    --             --             --         1,084,776            --
                                          ------------   ------------   ------------    ------------    ------------

           Total comprehensive income

BALANCE, SEPTEMBER 30, 2004                  5,315,108   $     53,151   $ 21,828,621    $(14,987,462)   $   (317,993)
                                          ============   ============   ============    ============    ============

                                                                    TREASURY STOCK
                                            COMPREHENSIVE    ----------------------------
                                                INCOME          SHARES          AMOUNT         TOTAL
                                             ------------    ------------    ------------   ------------
BALANCE, SEPTEMBER 30, 2001                                       (14,246)   $   (140,388)  $  2,985,289
  Issuance of common stock for services                              --              --           37,500
  Issuance of warrant                                                --              --           76,956
  Warrants exercised                                                 --              --             --
  Comprehensive income:
    Translation adjustments                  $     96,992            --              --           96,992
    Net income                                    863,475            --              --          863,475
                                             ------------    ------------    ------------   ------------

           Total comprehensive income        $    960,467
                                             ============
BALANCE, SEPTEMBER 30, 2002                                       (14,246)       (140,388)     4,060,212
  Issuance of common stock for
    Auxilor acquisition                                              --              --           50,000
  Stock options exercised                                            --              --           64,498
  Director stock option acceleration                                 --              --            3,811
  Comprehensive income:
    Translation adjustments                  $    113,049            --              --          113,049
    Net income                                    846,545            --              --          846,545
                                             ------------    ------------    ------------   ------------

           Total comprehensive income        $    959,594
                                             ============
BALANCE, SEPTEMBER 30, 2003                                       (14,246)       (140,388)     5,138,115
  Stock options exercised                                            --              --          128,032
  Comprehensive income:
    Translation adjustments                  $     85,006            --              --           85,006
    Net income                                  1,084,776            --              --        1,084,776
                                             ------------    ------------    ------------   ------------

           Total comprehensive income        $  1,169,782
                                             ============
BALANCE, SEPTEMBER 30, 2004                                       (14,246)   $   (140,388)  $  6,435,929
                                                             ============    ============   ============
</TABLE>

See notes to consolidated financial statements.

                                       27
<PAGE>


DATAWATCH CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 2004, 2003 AND 2002
<TABLE><CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>               <C>
                                                                                       2004              2003              2002
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                       $  1,084,776      $    846,545      $    863,475
  Adjustments to reconcile net income to cash used in operating activities:
      Depreciation and amortization                                                     728,189           847,068           929,603
      Allowances for doubtful accounts and sales returns                                (29,425)         (137,904)          (21,951)
      Gain on sale of Guildsoft                                                            --                --             (17,096)
      (Gain) loss on disposal of equipment                                               (9,862)           89,107            22,293
      Stock-based compensation                                                             --               3,811            37,500
      Deferred income taxes                                                            (148,000)             --                --
      Changes in current assets and liabilities, net of effects of the
       acquisitions of Auxilor and Mergence Technologies:
        Accounts receivable                                                            (347,499)          501,871         1,358,682
        Inventories                                                                      38,852            68,139            64,120
        Prepaid expenses and other                                                      (27,568)           35,360           303,993
        Accounts payable and accrued expenses                                           596,922        (1,051,460)         (452,550)
        Deferred revenue                                                               (221,809)          544,356           (15,759)
                                                                                   ------------      ------------      ------------

           Cash provided by operating activities                                      1,664,576         1,746,893         3,072,310
                                                                                   ------------      ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment and fixtures                                                   (216,825)         (123,495)         (167,344)
  Proceeds from sale of equipment                                                        15,188             9,977               569
  Net proceeds from sale of Guildsoft                                                      --                --              20,509
  Purchase of Auxilor, including direct costs of $59,855, net of cash acquired             --            (172,150)             --
  Purchase of Mergence Technologies, including direct costs of $98,691, net of
   cash acquired                                                                     (2,515,284)             --                --
  Capitalized software development costs                                               (190,825)         (108,600)         (271,943)
  Other assets                                                                          133,829            64,284           (14,470)
                                                                                   ------------      ------------      ------------

           Cash used in investing activities                                         (2,773,917)         (329,984)         (432,679)
                                                                                   ------------      ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from exercise of stock options                                           128,032            64,498              --
  Principal payments on long-term obligations                                            (3,115)           (9,680)         (113,326)
  Payments under credit lines - net                                                        --                --            (635,000)
  Decrease in restricted cash                                                               373              --              76,063
                                                                                   ------------      ------------      ------------

           Cash provided by (used in) financing activities                              125,290            54,818          (672,263)
                                                                                   ------------      ------------      ------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND EQUIVALENTS                                 173,833            (5,921)           68,985
                                                                                   ------------      ------------      ------------

(DECREASE) INCREASE IN CASH AND EQUIVALENTS                                            (810,218)        1,465,806         2,036,353

CASH AND EQUIVALENTS, BEGINNING OF YEAR                                               5,070,850         3,605,044         1,568,691
                                                                                   ------------      ------------      ------------

CASH AND EQUIVALENTS, END OF YEAR                                                  $  4,260,632      $  5,070,850      $  3,605,044
                                                                                   ============      ============      ============

SUPPLEMENTAL INFORMATION:
  Interest paid                                                                    $        622      $      7,243      $     21,732
                                                                                   ============      ============      ============
  Income taxes paid                                                                $     43,000      $      5,000      $       --
                                                                                   ============      ============      ============
  Income tax refunds received                                                      $      1,500      $       --        $       --
                                                                                   ============      ============      ============

NONCASH INVESTING AND FINANCING ACTIVITIES:

  Issuance of 30,624 shares of common stock for services and software in 2002      $       --        $       --        $     37,500
                                                                                   ============      ============      ============
  Issuance of warrants                                                             $       --        $       --        $     76,956
                                                                                   ============      ============      ============
  Issuance of common stock for acquisition of Auxilor                              $       --        $     50,000      $       --
                                                                                   ============      ============      ============
</TABLE>

See notes to consolidated financial statements.

                                       28
<PAGE>

DATAWATCH CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2004, 2003 AND 2002
--------------------------------------------------------------------------------

1.   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF BUSINESS - Datawatch Corporation (the "Company" or "Datawatch")
     develops, markets and distributes commercial software products. The Company
     also provides a wide range of consulting services, including implementation
     and support of its software products, as well as training on their use and
     administration.

     ACQUISITION - On August 11, 2004, the Company acquired 100% of the
     outstanding shares of Mergence Technologies Corporation ("Mergence") for an
     acquisition cost of $2,598,691 comprised of $2,500,000 in cash and direct
     costs of $98,691. The Mergence purchase agreement also includes a provision
     for quarterly cash payments to the former Mergence shareholders equal to
     10% of the revenues, as defined, of Mergence's Researcher product for a
     period of six years. Payment amounts will be expensed as a cost of revenue
     as the Researcher product is sold. Coincident with the acquisition, the
     Company renamed the acquired subsidiary Datawatch Technologies Corporation
     ("DTC") and consolidated the general and administrative functions into its
     headquarters in Lowell Massachusetts, but retained the DTC sales and
     support office in Rutherford, NJ to provide services to customers in the
     metropolitan NY area. DTC also has a software development and testing
     faciltity in the Philippines. The acquistion adds an ongoing revenue stream
     from the existing DTC products, principally iMergence iStore, and a new DTC
     product which Datawatch will market as Datawatch|Researcher.

     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------

     PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
     the accounts of Datawatch Corporation and its wholly owned subsidiaries.
     All intercompany balances and transactions have been eliminated in
     consolidation.

     ACCOUNTING ESTIMATES - The preparation of financial statements in
     conformity with accounting principles generally accepted in the United
     States of America requires management to make estimates and assumptions
     that affect the reported amounts of assets and liabilities and disclosure
     of contingent assets and liabilities at the date of the consolidated
     financial statements and the reported amounts of revenue and expenses
     during the reporting period. Actual results could differ from those
     estimates.

     STOCK SPLIT - On March 4, 2004, the Board of Directors approved a
     two-for-one stock split, distributed in the form of a stock dividend, of
     the Company's common shares. The stock split entitled each shareholder of
     record at the close of business on March 19, 2004 (record date) to receive
     one additional share for every share of Datawatch common stock held on that
     date. Shares resulting from the split were distributed by the transfer
     agent on April 8, 2004 (payment date). All share and per share amounts, for
     all periods presented, have been retroactively restated to reflect the
     effect of the stock split.

     REVENUE RECOGNITION - The Company has two types of software product
     offerings: Enterprise Software and Desktop and Server Software. Enterprise
     Software products are generally sold directly to end-users. The Company
     sells its Desktop and Server Software products directly to end-users and
     through distributors and resellers. Sales to distributors and resellers
     accounted for approximately 29%, 29% and 27%, respectively, of total sales
     for the fiscal years ended September 30, 2004, 2003 and 2002. Revenue from
     the sale of all software products is generally recognized at the time of
     shipment, provided there are no uncertainties surrounding product
     acceptance, the fee is fixed or determinable, collection is considered
     probable, persuasive evidence of the arrangement exists and there are no
     significant obligations remaining. Both types of the Company's software
     product offerings are "off-the-shelf" as such term is defined by Statement
     of Position No. 97-2, "Software Revenue Recognition." The Company's
     products are relatively straightforward and the software can be installed
     and used by customers on their own with little or no customization
     required. Multi-user licenses marketed by the Company are sold as a right
     to use the number of licenses and license fee revenue is recognized upon
     delivery of all software required to satisfy the number of licenses sold.
     Upon delivery, the licensing fee is payable without further delivery
     obligations to the Company.

                                       29
<PAGE>

     REVENUE RECOGNITION (CONTINUED) - Desktop and Server Software products are
     generally not sold in multiple element arrangements. Accordingly, the price
     paid by the customer is considered the vendor specific objective evidence
     ("VSOE") of fair value for those products. Enterprise Software sales are
     generally multiple element arrangements which include software license
     deliverables, professional services and post-contract customer support. In
     such multiple element arrangements, the Company applies the residual method
     in determining revenue to be allocated to a software license. In applying
     the residual method, the Company deducts from the sale proceeds the VSOE of
     fair value of the services and post-contract customer support in
     determining the residual fair value of the software license. The VSOE of
     fair value of the services and post-contract customer support is based on
     the amounts charged for these elements when sold separately. Professional
     services include implementation, integration, training and consulting
     services with revenue recognized as the services are performed. These
     services are generally delivered on a time and materials basis, are billed
     on a current basis as the work is performed, and do not involve
     modification or customization of the software or any other unusual
     acceptance clauses or terms. Post-contract customer support is typically
     provided under a maintenance agreement which provides technical support and
     rights to unspecified software maintenance updates and bug fixes on a
     when-and-if available basis. Revenue from post-contract customer support
     services is deferred and recognized ratably over the contract period
     (generally one year).

     The Company also sells its Enterprise Software using a subscription model.
     At the time a customer enters into a binding agreement to purchase a
     subscription, the customer is invoiced for an initial term of the
     subscription (generally ninety days) and an account receivable and deferred
     revenue are recorded. Beginning on the date the software is installed at
     the customer site and available for use by the customer, the deferred
     revenue amount is recognized ratably over the initial term of the agreement
     provided all other criteria for revenue recognition are met. Prior to
     completion of the initial or any subsequent term, the customer is invoiced
     for each subsequent term (generally ninety days), and revenue is then
     recognized ratably over such subsequent term.

     RETURNS RESERVES - The Company's software products are sold under warranty
     against certain defects in material and workmanship for a period of 30 to
     90 days from the date of purchase. Certain software products, including
     desktop versions of Monarch, Monarch Data Pump, VorteXML and Redwing sold
     directly to end-users, include a guarantee under which such customers may
     return products within 30 to 60 days for a full refund. Additionally, the
     Company provides its distributors with stock-balancing rights and applies
     the guidance found in Statement of Financial Accounting Standards ("SFAS")
     No. 48, "Revenue Recognition when Right of Return Exists." Revenue from the
     sale of software products to distributors and resellers is recognized at
     the time of shipment providing all other criteria for revenue recognition
     as stated above are met and (i) the distributor or reseller is
     unconditionally obligated to pay for the products, including no contingency
     as to product resale, (ii) the distributor or reseller has independent
     economic substance apart from the Company, (iii) the Company is not
     obligated for future performance to bring about product resale, and (iv)
     the amount of future returns can be reasonably estimated. The Company's
     experience and history with its distributors and resellers allows for
     reasonable estimates of future returns. Among other things, estimates of
     potential future returns are made based on the inventory levels at the
     various distributors and resellers, which the Company monitors frequently.
     Once the estimates of potential future returns from all sources are made,
     the Company determines if it has adequate returns reserves to cover
     anticipated returns and the returns reserve is adjusted as required.
     Adjustments are recorded as increases or decreases in revenue in the period
     of adjustment. Actual returns have historically been within the range
     estimated by management.

     For the fiscal years ended September 30, 2004, 2003 and 2002, changes to
     the returns reserve were approximately as follows:

<TABLE><CAPTION>
                                                             2004           2003           2002
<S>                                                       <C>            <C>            <C>
          Returns Reserve Balance - Beginning of Year     $  213,000     $  285,000     $  245,000
          Amounts Accrued for the Returns Reserve            165,000        379,000        255,000
          Returns Applied Against the Returns Reserve        192,000        451,000        215,000
                                                          ----------     ----------     ----------
          Returns Reserve Balance - End of Year           $  186,000     $  213,000     $  285,000
                                                          ==========     ==========     ==========
</TABLE>
                                       30
<PAGE>


     ALLOWANCE FOR DOUBTFUL ACCOUNTS - The Company maintains allowances for
     doubtful accounts for estimated losses resulting from the inability of
     customers to make required payments. The Company analyzes accounts
     receivable and the composition of the accounts receivable aging, historical
     bad debts, customer creditworthiness, current economic trends, foreign
     currency exchange rate fluctuations and changes in customer payment terms
     when evaluating the adequacy of the allowance for doubtful accounts. Based
     upon the analysis and estimates of the uncollectibility of its accounts
     receivable, the Company records an increase in the allowance for doubtful
     accounts when the prospect of collecting a specific account receivable
     becomes doubtful. Actual results could differ from the allowances for
     doubtful accounts recorded, and this difference may have a material effect
     on the Company's financial position and results of operations.

     For the fiscal years ended September 30, 2004, 2003 and 2002, changes to
     and ending balances of the allowance for doubtful accounts were
     approximately as follows:

<TABLE><CAPTION>
                                                                             2004           2003           2002
<S>                                                                       <C>            <C>            <C>
          Allowance for Doubtful Accounts Balance - Beginning of Year     $  230,000     $  260,000     $  317,000
          Additions to the Allowance of Doubtful Accounts                    105,000        120,000         48,000
          Amounts Applied Against the Allowance for Doubtful Accounts        105,000        150,000        105,000
                                                                          ----------     ----------     ----------
          Allowance for Doubtful Accounts Balance - End of Year           $  230,000     $  230,000     $  260,000
                                                                          ==========     ==========     ==========
</TABLE>

     CAPITALIZED SOFTWARE DEVELOPMENT COSTS - The Company capitalizes certain
     software development costs as well as purchased software upon achieving
     technological feasibility of the related products. Software development
     costs incurred and software purchased prior to achieving technological
     feasibility are charged to research and development expense as incurred.
     Commencing upon initial product release, capitalized costs are amortized to
     cost of software licenses and subscriptions using the straight-line method
     over the estimated life (which approximates the ratio that current gross
     revenues for a product bear to the total of current and anticipated future
     gross revenues for that product), generally 24 to 72 months.

     For the fiscal years ended September 30, 2004, 2003 and 2002 amounts
     related to capitalized software development costs and purchased software
     were approximately as follows:

<TABLE><CAPTION>
                                                                  2004           2003           2002
<S>                                                            <C>            <C>            <C>
          Capitalized Software Balance - Beginning of Year     $  697,000     $  962,000     $1,084,000
          Capitalized Software Development Costs                  191,000        109,000        272,000
          Capitalized Purchased Software                          520,000        124,000           --
          Amortization of Capitalized Software Development
              Costs and Purchased Software                        471,000        498,000        394,000
                                                               ----------     ----------     ----------
          Capitalized Software Balance - End of Year           $  937,000     $  697,000     $  962,000
                                                               ==========     ==========     ==========
</TABLE>

     CASH AND EQUIVALENTS - Cash and equivalents include cash on hand, cash
     deposited with banks and highly liquid securities with remaining
     maturities, when purchased, of 90 days or less.

     CONCENTRATION OF CREDIT RISKS AND MAJOR CUSTOMERS - The Company sells its
     products and services to U.S. and non-U.S. dealers and other software
     distributors, as well as to end users, under customary and normal credit
     terms. One customer, Ingram Micro Inc., individually accounted for 20%, 19%
     and 18% of total revenue in 2004, 2003 and 2002, respectively. Ingram Micro
     Inc. accounted for 31% and 23% of outstanding gross trade receivables as of
     September 30, 2004 and 2003, respectively. The Company sells to Ingram
     Micro Inc. under a distribution agreement, which automatically renews for
     successive one-year terms unless terminated. Other than this customer, no
     other customer constitutes a significant portion (more than 10%) of sales
     or accounts receivable. The Company performs ongoing credit evaluations of
     its customers and generally does not require collateral. Allowances are
     provided for anticipated doubtful accounts and sales returns.

                                       31
<PAGE>


     DEFERRED REVENUE - Deferred revenue consisted of the following at September
     30:

                              2004             2003

          Maintenance     $  2,440,719     $  2,456,296
          Other                462,404          484,061
                          ------------     ------------

          Total           $  2,903,123     $  2,940,357
                          ============     ============

     Maintenance consists of the unearned portion of post-contract customer
     support services provided by the Company to customers who purchase
     maintenance agreements for the Company's products. Maintenance revenues are
     recognized on a straight-line basis over the term of the maintenance
     period, generally 12 months. Other consists of deferred license,
     subscription and professional services revenue generated from arrangements
     that are invoiced in accordance with the terms and conditions of the
     arrangement but do not meet all the criteria of the Company's revenue
     recognition policies, and are, therefore, deferred until all revenue
     recognition criteria are met.

     INVENTORIES - Inventories consist of software components, primarily
     software manuals, compact disks and retail packaging materials. Inventories
     are valued at the lower of cost (first-in, first-out) method or market.

     PROPERTY AND EQUIPMENT - Purchased equipment and fixtures are recorded at
     cost. Leased equipment accounted for as capital leases is recorded at the
     present value of the minimum lease payments required during the lease
     terms. Depreciation and amortization are provided using the straight-line
     method over the estimated useful lives of the related assets or over the
     terms, if shorter, of the related leases. Useful lives and lease terms
     range from one to seven years. Depreciation and amortization expense
     related to property and equipment was $255,634, $338,125 and $456,977,
     respectively, for the years ended September 30, 2004, 2003 and 2002. There
     were no items under capital leases as of September 30, 2004, 2003 or 2002.

     LONG-LIVED ASSETS - The Company continually evaluates whether events or
     circumstances have occurred that indicate that the estimated remaining
     useful lives of long-lived assets and certain identifiable intangibles may
     warrant revision or that the carrying value of these assets may be
     impaired. To compute whether assets have been impaired, the estimated
     undiscounted future cash flows for the estimated remaining useful life of
     the respective assets are compared to the carrying value. To the extent
     that the undiscounted future cash flows are less than the carrying value,
     the fair value of the asset is determined. If such fair value is less than
     the current carrying value, the asset is written down to its estimated fair
     value. During fiscal 2003, the Company determined that the Company's
     Quetzal trademark was impaired and the full carrying value of $11,000 was
     written off and expensed. This expense is included as part of general and
     administrative expenses in the Company's consolidated statement of
     operations for fiscal 2003.

     NON-AMORTIZING INTANGIBLE ASSETS - The Company reviews the valuation of
     intangible assets in accordance with SFAS No. 142 "Goodwill and Other
     Intangible Assets." Under the provisions of SFAS No. 142, "Goodwill and
     Other Intangible Assets," intangible assets determined to have an
     indefinite life are required to be tested for impairment annually or when
     events warrant.

     The Company has the following intangible assets which it has determined
     have indefinite lives as of September 30, 2004 and 2003 and are, therefore,
     not being amortized:

<TABLE><CAPTION>
                                                                   2004             2003
<S>                                                            <C>              <C>
          Goodwill                                             $  1,632,646     $       --
          Trademarks                                                345,152          285,152
                                                               ------------     ------------

             Total intangible assets with indefinite lives     $  1,977,798     $    285,152
                                                               ============     ============
</TABLE>

     Goodwill at September 30, 2004 relates to the excess of the purchase price
     over the net assets acquired in connection with the Company's acquisition
     of Mergence completed in fiscal 2004 (see Note 2). Trademarks at September
     30, 2004 relates to the iMergence trademark acquired as part of the
     acquisition of Mergence and the Visual Help Desk trademark acquired in
     fiscal 2003 as part of the acquisition of Auxilor (see Note 2). The total
     amount recorded for trademarks at September 30, 2003 is for the Visual Help
     Desk trademark.

                                       32
<PAGE>

     AMORTIZING INTANGIBLE ASSETS - Capitalized software development costs and
     certain acquired intangible assets that the Company has determined have
     determinable finite lives are amortized to cost of software licenses and
     subscriptions over the estimated life of the intangible asset. Such
     acquired intangible assets include technology (software), patents, customer
     lists and non-compete agreements. The Company has the following intangible
     assets, net which it has determined have finite lives as of September 30,
     2004 and 2003 and are, therefore, being amortized:

<TABLE><CAPTION>
                                                              2004             2003
<S>                                                       <C>              <C>
          Capitalized software development                $    428,189     $    634,915
          Purchased software                                   508,333           61,946
          Patents                                              138,833             --
          Customer lists                                       130,000             --
          Non-compete agreements                               100,000             --
                                                          ------------     ------------

             Total amortizing intangible assets, net      $  1,305,355     $    696,861
                                                          ============     ============
</TABLE>

     The amount recorded for purchased software at September 30, 2004 was for
     the iMergence and Researcher technology acquired in fiscal 2004 as part of
     the acquisition of Mergence (see Note 2), which are being amortized over
     periods of three and six years, respectively. The amount recorded for
     purchased software at September 30, 2003 was for the Visual Help Desk
     technology acquired in fiscal 2003 as part of the acquisition of Auxilor
     (see Note 2) and is fully amortized as of September 30, 2004. The amounts
     recorded for patents, customer lists and non-compete agreements at
     September 30, 2004 represent the unamortized value of those intangible
     assets acquired in fiscal 2004 as part of the acquisition of Mergence. As
     of September 30, 2004, the weighted-average amortization period of the
     Company's amortizing intangible assets was approximately as follows:

<TABLE><CAPTION>
                                                                      WEIGHTED-AVERAGE
          INTANGIBLE ASSET CLASS                                    AMORTIZATION PERIOD
<S>                                                                       <C>
          Capitalized software development                                3 years
          Purchased software                                              5 years
          Patents                                                        20 years
          Customer lists                                                  4 years
          Non-compete agreements                                          5 years
                                                                        -----------

          Weighted-average useful life of amortizing intangible assets    5 years
                                                                        ===========
</TABLE>

     As of September 30, 2004, the estimated future amortization expense related
     to amortizing intangible assets was as follows:

          YEAR ENDING SEPTEMBER 30,

          2005                                            $  450,288
          2006                                               307,102
          2007                                               171,884
          2008                                               120,788
          2009                                                87,833
          Thereafter                                         167,460
                                                          ----------

          Total estimated future amortization expense     $1,305,355
                                                          ==========


     The intangible asset amounts amortized to cost of software licenses and
     subscriptions totaled $472,331, $508,943 and $395,670, for fiscal 2004,
     2003 and 2002, respectively.

                                       33
<PAGE>

     RESTRICTED CASH - At September 30, 2004, amounts of $143,299 for a security
     deposit to provide credit support for the rent payments to the landlord of
     the Company's Massachusetts offices and $125,000 held for the escrow amount
     for the sellers of Mergence (see Note 2) were classified in the Company's
     consolidated balance sheet as restricted cash. At September 30, 2003,
     amounts of $143,299 for the security deposit to provide credit support for
     the rent payments to the landlord of the Company's Massachusetts offices
     and $83,215 held as escrow for the warranties provided to the purchaser of
     Guildsoft (see Note 3) were classified in the Company's consolidated
     balance sheet as restricted cash.

     FAIR VALUE DISCLOSURE - The carrying amounts of cash and equivalents,
     accounts receivable, accounts payable, accrued expenses, deferred revenue
     and escrow for Mergence shareholders approximate fair value because of
     their short-term nature. The carrying amounts of current and long-term
     obligations approximate fair value.

     INCOME TAXES - Deferred income taxes are provided for the tax effects of
     temporary differences between the carrying amounts of assets and
     liabilities for financial reporting purposes and the amounts used for
     income tax purposes and operating loss carryforwards and credits. Valuation
     allowances are recorded to reduce the net deferred tax assets to amounts
     the Company believes are more likely than not to be realized.

     NET INCOME PER SHARE - Basic net income per common share is computed by
     dividing net income by the weighted-average number of common shares
     outstanding during the period. Diluted net income per share reflects the
     impact, when dilutive, of the exercise of options and warrants using the
     treasury-stock method.

     The following table presents the options and warrants that were not
     included in the computation of diluted net income per share, because the
     exercise price of the options or warrants was greater than the average
     market price of the common stock for the years ended September 30, 2004,
     2003 and 2002:

<TABLE><CAPTION>
                                                                       2004            2003            2002
<S>                                                                   <C>             <C>             <C>
          Quantity of option shares and warrants not included         120,818         233,414         271,870
          Weighted-average exercise price                             $  6.24         $  4.76         $  4.81
</TABLE>

     FOREIGN CURRENCY TRANSLATIONS AND TRANSACTIONS - Assets and liabilities of
     foreign subsidiaries are translated into U.S. dollars at rates in effect at
     each balance sheet date. Revenues, expenses and cash flows are translated
     into U.S. dollars at average rates prevailing when transactions occur. The
     related translation adjustments are reported as a separate component of
     shareholders' equity under the heading "Accumulated Other Comprehensive
     Loss." Gains and losses resulting from transactions that are denominated in
     currencies other than the applicable unit's functional currency are
     included in the operating results of the Company.

     ADVERTISING AND PROMOTIONAL MATERIALS - Advertising costs are expensed as
     incurred and amounted to $254,001, $419,781 and $571,374 in 2004, 2003 and
     2002, respectively. Direct mail/direct response costs are expensed as the
     associated revenue is recognized. The amortization period is based on
     historical results of previous mailers (generally three to six months from
     the date of the mailing). Direct mail expense was $130,289, $170,335 and
     $565,004 in 2004, 2003 and 2002, respectively. At September 30, 2004 and
     2003, deferred direct mail/direct response costs were $701 and $6,153,
     respectively, and are included under the caption "prepaid expenses and
     other" in the accompanying consolidated balance sheets.

     The Company uses the intrinsic-value method of valuing its stock options to
     measure compensation expense associated with grants of stock options to
     employees and directors. As permitted under SFAS No. 148, "Accounting for
     Stock-Based Compensation - Transition and Disclosure," which amended SFAS
     No. 123, "Accounting for Stock-Based Compensation," the Company has elected
     to continue to follow the intrinsic-value method in accounting for its
     stock-based employee compensation arrangements as defined by Accounting
     Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to
     Employees," and related interpretations including Financial Accounting
     Standards Board ("FASB") Interpretation No. 44, "Accounting for Certain
     Transactions Involving Stock Compensation," an interpretation of APB No.
     25. No stock-based employee compensation cost is reflected in net income,
     as all options granted under those plans had an exercise price equal to the
     market value of the underlying common stock on the date of the grant.

                                       34
<PAGE>

     STOCK-BASED COMPENSATION (CONTINUED) - Had the Company recognized
     compensation for its stock options and purchase plans based on the fair
     value for awards under those plans, pro forma net income and pro forma net
     income per share would have been as follows:

<TABLE><CAPTION>
                                                                        Years Ended September 30,
                                                            ------------------------------------------------
                                                                2004              2003              2002
<S>                                                         <C>               <C>               <C>
          Net income, as reported                           $  1,084,776      $    846,545      $    863,475
          Add: Stock-based employee compensation
             expense included in reported net income                --               3,811              --
          Less: Total stock-based employee compensation
             determined under fair-value based method
             for all shares                                     (231,242)         (262,912)         (277,138)
                                                            ------------      ------------      ------------
          Pro forma net income                              $    853,534      $    587,444      $    586,337
                                                            ============      ============      ============

          Earnings per share:
            Basic - as reported                             $       0.21      $       0.16      $       0.17
            Basic - pro forma                               $       0.16      $       0.11      $       0.11

            Diluted - as reported                           $       0.19      $       0.16      $       0.16
            Diluted - pro forma                             $       0.15      $       0.11      $       0.11
</TABLE>


     The fair values used to compute pro forma net income and pro forma net
     income per share were estimated on the grant date using the Black-Scholes
     option-pricing model with the following assumptions:

<TABLE><CAPTION>
                                                            Years Ended September 30,
                                                     ------------------------------------
                                                        2004         2003         2002
<S>                                                      <C>          <C>          <C>
          Risk-free interest rate                        3.1 %        3.1 %        4.3 %
          Expected life of option grants (years)           4.1          4.0          3.0
          Expected volatility of underlying stock      114.7 %      116.9 %      112.9 %
          Expected dividend payment rate                 0.0 %        0.0 %        0.0 %
</TABLE>
        The weighted-average fair value of stock options granted was $2.57,
        $1.28 and $0.62 for the years ended September 30, 2004, 2003 and 2002,
        respectively.

     The Company records the fair value of stock options and warrants granted to
     nonemployees in exchange for services under the fair-value method in
     accordance with SFAS No. 123 and Emerging Issues Task Force Issue No.
     96-18, "Accounting for Equity Instruments That Are Issued to Other Than
     Employees for Acquiring, or in Conjunction with Selling, Goods or
     Services," in the statements of operations. Under this method, the
     resulting compensation is measured at the fair value of the equity
     instrument on the date of vesting and recognized as a charge to operations
     over the service period, which is usually the vesting period. There were no
     such equity awards outstanding during fiscal 2004 and 2003 and, therefore,
     no there were no such charges during fiscal 2004 or 2003.

     On December 16, 2004, FASB issued a revision to SFAS No. 123, "Accounting
     for Stock-Based Compensation" titled "Share-Based Payment." This revision
     requires that all share-based payments to employees, including grants of
     employee stock options, be recognized in the consolidated statement of
     operations based on their fair values. The revision will be effective for
     public companies for fiscal periods beginning after June 15, 2005. The
     standard offers the Company alternative methods of adopting the proposed
     final rule. The Company has not yet determined which alternative method it
     will use.

     COMPREHENSIVE INCOME - Currently, the only item, in addition to net income,
     that is included in comprehensive income is cumulative foreign currency
     translation adjustments. Foreign currency translation gains arising during
     2004, 2003 and 2002 were $85,006, $113,049 and $96,992, respectively.

                                       35
<PAGE>

     SEGMENT INFORMATION - The Company has determined that it has only one
     reportable segment meeting the criteria established under SFAS No. 131,
     "Disclosures about Segments of an Enterprise and Related Information." The
     Company's chief operating decision maker, as defined (determined to be the
     Chief Executive Officer), does not manage any part of the Company
     separately, and the allocation of resources and assessment of performance
     is based solely on the Company's consolidated operations and operating
     results. See Note 13 for information about the Company's revenue by product
     lines and continuing geographic operations.

     GUARANTEES AND INDEMNIFICATIONS - The Company's software products are sold
     under warranty against certain defects in material and workmanship for a
     period of 30 to 90 days from the date of purchase. If necessary, the
     Company would provide for the estimated cost of warranties based on
     specific warranty claims and claim history. However, the Company has never
     incurred significant expense under its product or service warranties. As a
     result, the Company believes the estimated fair value of these warranty
     agreements is minimal. Accordingly, there are no liabilities recorded for
     warranty claims as of September 30, 2004 and 2003.

     The Company is required by the lease related to its Lowell, Massachusetts
     facility to provide a letter of credit in the amount of $143,299 as a
     security deposit to provide credit support for payment to the landlord of
     amounts due under the lease. Cash on deposit providing security in the
     amount of this letter of credit is classified as part of restricted cash in
     the Company's consolidated balance sheets at September 30, 2004 and 2003.
     No amount has ever been drawn against the letter of credit by the landlord
     to provide rent payments and no such action is anticipated in the future.
     As it is anticipated that this and any other lease arrangement will
     continue to be paid in a timely manner, no contingent liability has been
     recorded by the Company for such leases as of September 30, 2004 and 2003.
     See Note 7 for disclosure of minimum rental commitments under noncancelable
     operating leases.

     As a result of the sale of the Company's former subsidiary Guildsoft
     Limited in September 2001, the Company made certain warranties to the
     purchaser regarding, among other things, the financial condition and
     accuracy of the records of Guildsoft at the time of the sale and against
     future claims against Guildsoft related to periods prior to the purchase
     and sale. As a guarantee of payment for any such claims or inaccuracies,
     the equivalent of approximately $160,000 was placed in escrow in a joint
     account controlled by both the Company's and purchaser's United Kingdom
     attorneys. Under the terms of the purchase and sale agreement, 50% of the
     escrow amount was to be released to the Company on the one year anniversary
     of the sale and 50% released on the third anniversary of the sale, if there
     were no warranty claims made by the purchaser. No warranty claims were made
     by the purchaser and 50% of the funds were released to Datawatch in
     September 2002 and the remaining 50% in September 2004. As there were no
     claims made against the warranties, no contingent liability was recorded by
     the Company for these warranties at September 30, 2004 and 2003.

     In August 2004, the Company entered into a Stock Purchase Agreement for the
     acquisition of Mergence in which the Company made certain warranties
     regarding, among other things, its legal authority to enter into the
     agreement consummating the acquisition and its ability to continue in its
     business. The Company further agreed to indemnify the sellers of Mergence
     and hold them harmless for any damages incurred of suffered arising out of
     any misrepresentation or breach of such warranties made by the Company in
     the agreement. The Company believes that no such misrepresentations or
     breaches of warranty exist, or are likely to exist in the future, and,
     accordingly, has recorded no liabilities related to such indemnification.

     The Company enters into indemnification agreements in the ordinary course
     of business. Pursuant to these agreements, the Company agrees to indemnify,
     hold harmless, and to reimburse the indemnified party for losses suffered
     or incurred by the indemnified party, generally its customers, in
     connection with any patent, copyright or other intellectual property
     infringement claim by any third party with respect to the Company's
     products. The term of these indemnification agreements is generally
     perpetual and the maximum potential amount of future payments the Company
     could be required to make under these indemnification agreements is
     unlimited. The Company has never incurred costs to defend lawsuits or
     settle claims related to these indemnification agreements. As a result, the
     Company believes the estimated fair value of these agreements is minimal.
     Accordingly, the Company has no liabilities recorded for these agreements
     as of September 30, 2004 and 2003.

                                       36
<PAGE>

     GUARANTEES AND INDEMNIFICATIONS (CONTINUED) - Certain of the Company's
     agreements also provide for the performance of services at customer sites.
     These agreements may contain indemnification clauses, whereby the Company
     will indemnify the customer from any and all damages, losses, judgments,
     costs and expenses for acts of its employees or subcontractors resulting in
     bodily injury or property damage. The maximum potential amount of future
     payments the Company could be required to make under these indemnification
     agreements is unlimited; however, the Company has general and umbrella
     insurance policies that would enable it to recover a portion of any amounts
     paid. The Company has never incurred costs to defend lawsuits or settle
     claims related to these indemnification agreements. As a result, the
     Company believes the estimated fair value of these agreements is minimal.
     Accordingly, the Company has no liabilities recorded for these agreements
     as of September 30, 2004 and 2003.

     As permitted under Delaware law, the Company has agreements with its
     directors whereby the Company will indemnify them for certain events or
     occurrences while the director is, or was, serving at the Company's request
     in such capacity. The term of the director indemnification period is for
     the later of ten years after the date that the director ceases to serve in
     such capacity or the final termination of proceedings against the director
     as outlined in the indemnification agreement. The maximum potential amount
     of future payments the Company could be required to make under these
     indemnification agreements is unlimited; however, the Company's director
     and officer insurance policy limits the Company's exposure and enables it
     to recover a portion of any future amounts paid. As a result of its
     insurance policy coverage, the Company believes the estimated fair value of
     these indemnification agreements is minimal. The Company has no liabilities
     recorded for these agreements as of September 30, 2004 and 2003.

     RECENT ACCOUNTING PRONOUNCEMENTS - On December 16, 2004, FASB issued a
     revision to SFAS No. 123, "Accounting for Stock-Based Compensation" titled
     "Share-Based Payment." This revision requires that all share-based payments
     to employees, including grants of employee stock options, be recognized in
     the consolidated statement of operations based on their fair values. The
     revision will be effective for public companies for fiscal periods
     beginning after June 15, 2005. The standard offers the Company alternative
     methods of adopting the proposed final rule. The Company has not yet
     determined which alternative method it will use.

2.   ACQUISITIONS

     MERGENCE TECHNOLOGIES CORPORATION

     On August 11, 2004, the Company acquired 100% of the outstanding shares of
     Mergence Technologies Corporation for an acquisition cost of $2,598,691
     comprised of $2,500,000 in cash and direct costs of $98,691. The Mergence
     purchase agreement also includes a provision for quarterly cash payments to
     the former Mergence shareholders equal to 10% of the revenues, as defined,
     of Mergence's Researcher product for a period of six years. Payment amounts
     will be expensed as a cost of revenue as the Researcher product is sold.
     The Company did not expense any such payments during fiscal 2004 as no
     Researcher products were sold from the date of acquisition through
     September 30, 2004.

     Mergence was acquired to broaden and expand the Company's product
     offerings. Mergence's results are included with those of the Company from
     the date of acquisition.

                                       37
<PAGE>

     The following table presents the allocation of the purchase price paid for
     Mergence based on the estimated fair values of the acquired assets and
     assumed liabilities of Mergence as of August 11, 2004:

          Cash, receivables and other current assets              $    238,797
          Property and equipment, and other noncurrent assets           16,242
          Current liabilities                                          (90,994)
          Deferred tax liabilities, net                               (148,000)
          Goodwill                                                   1,632,646
          Acquired intangible assets:
                Existing technology                                    520,000
                Patents                                                140,000
                Customer list                                          130,000
                Non-compete agreements                                 100,000
                Trademark                                               60,000
                                                                  ------------

          Total purchase price                                    $  2,598,691
                                                                  ============

     The allocation of the purchase price was based on an evaluation of assets
     acquired and liabilities assumed. The valuation of the intangible assets is
     based in part on assistance from an independent valuation firm. The
     valuation method used to determine the intangible asset values was the
     income approach. The income approach presumes that the value of an asset
     can be estimated by the net economic benefit (i.e. cash flows) to be
     received over the life of the asset, discounted to present value. The
     discounting process uses a rate of return that accounts for both the time
     value of money and investment risk factors. The weighted-average discount
     rate (or rate of return) used to determine the value of the identifiable
     intangible assets was 30%.

     The intangible asset for existing technology is for two technologies
     developed and owned by Mergence. Datawatch has estimated the life of these
     products as three years and six years, respectively. The patents have an
     estimated life of twenty years, which represents the legal life. The
     customer list and non-compete agreements have estimated lives of four years
     and five years, respectively. The fair values for the existing technology,
     patents, customer list and non-compete agreements will be amortized over
     the estimated life, unless, in the future it is determined that the assets
     are impaired. Amortization of the intangible assets acquired as part of the
     Mergence acquisition totaled $12,833 from the date of acquisition through
     September 30, 2004.

     Datawatch has determined that the trademark has an indefinite life and, in
     accordance with SFAS No. 142, such trademark is not being amortized. The
     trademark and goodwill will be tested for impairment annually, or on an
     interim basis, if an event or circumstance indicates that it is more likely
     than not that an impairment loss has been incurred. No portion of the
     goodwill is deductible for tax purposes.

     The following (unaudited) pro forma consolidated results of operations have
     been prepared as if the acquisition of Mergence had occurred at October 1,
     2002:

                                             Years Ended September 30,
                                           -----------------------------
                                               2004             2003 (A)

          Sales                            $ 20,307,380     $ 18,776,446

          Net income                       $    743,054     $    705,687

          Earnings per share - basic       $       0.14     $       0.14
          Earnings per share - diluted     $       0.13     $       0.13


          (a)  Based on the historical statement of operations of Datawatch for
               the year ended September 30, 2003 and the historical statement of
               operations of Mergence for the year ended December 31, 2003.

     The pro forma information is presented for informational purposes only and
     is not necessarily indicative of the results of operations that actually
     would have been achieved had the acquisition been consummated as of that
     time, nor is it intended to be a projection of future results.

                                       38
<PAGE>

     AUXILOR, INC.

     On October 16, 2002, the Company acquired 100% of the outstanding shares of
     Auxilor, Inc. for a total consideration of approximately $561,000 comprised
     of $127,000 in cash, 29,528 shares of Datawatch common stock valued at
     approximately $50,000, direct costs of approximately $60,000, and assumed
     liabilities totaling approximately $324,000. In exchange, the Company
     received Auxilor tangible assets valued at approximately $152,000. An
     independent valuation analysis subsequently allocated approximately
     $285,000 and $124,000, respectively, to trademarks and purchased software.
     No goodwill was recorded as a result of the transaction. The amount
     recorded as purchased software was amortized over two years. Amortization
     expense was $62,000 during both fiscal 2004 and 2003 and as of September
     30, 2004 the purchased software was fully amortized.

     The Auxilor purchase agreement also includes a clause, which provided for a
     cash payout equal to 10% of the sales of Auxilor products in fiscal 2003.
     Such amounts were expensed as a cost of revenue as Auxilor products and
     services were sold. The Company expensed payments of approximately $45,000
     during fiscal 2003.

     Auxilor was acquired to broaden and expand the Company's product offerings.
     Auxilor's results are included with those of the Company from the date of
     acquisition. The results of operations of Auxilor for periods prior to its
     acquisition by the Company are not significant.

3.   DISCONTINUED OPERATION

     On September 20, 2001, the Company sold the operations of Guildsoft, a
     United Kingdom distribution subsidiary, to a third party, as part of a
     restructuring plan (Note 4). The sale resulted in gross proceeds of
     $1,179,000 and a gain of approximately $413,000 in the year ended September
     30, 2001. Additional proceeds of $17,096 were received in 2002 as final
     settlement of the purchase price.

     As a result of the sale of Guildsoft Limited, the Company made certain
     warranties to the purchaser regarding, among other things, the financial
     condition and accuracy of the records of Guildsoft at the time of the sale
     and against future claims against Guildsoft related to periods prior to the
     purchase and sale. As a guarantee of payment for any such claims or
     inaccuracies, the equivalent of approximately $160,000 was placed in escrow
     in a joint account controlled by both the Company's and purchaser's United
     Kingdom attorneys. Under the terms of the purchase and sale agreement, 50%
     of the escrow amount was to be released to the Company on the one year
     anniversary of the sale and 50% released on the third anniversary of the
     sale, if there were no warranty claims made by the purchaser. No warranty
     claims have been made by the purchaser and 50% of the funds were released
     to Datawatch in September 2002 and the remaining 50% in September 2004.

4.   RESTRUCTURING AND CENTRALIZATION COSTS

     During the fourth quarter of fiscal 2001, the Company approved and
     completed a corporate-wide restructuring plan in an effort to reduce costs
     and centralize administrative operations. The restructuring plan resulted
     in charges of approximately $763,000 for severance benefits and related
     costs for 42 terminated employees. Of these charges, $377,000 was paid
     during fiscal 2001 with the balance of $386,000 accrued as of September 30,
     2001. Additional amounts of $12,000, $153,000 and $217,000 were paid during
     fiscal 2004, 2003 and 2002, respectively, leaving a balance of
     approximately $4,000 accrued as of September 30, 2004. The balance is
     expected to be fully paid by January 2005.

     During the second quarter of fiscal 2002, the Company approved and
     completed an additional restructuring undertaken to further improve
     efficiencies and reduce costs, which resulted in restructuring charges of
     approximately $88,000 for severance benefits and related costs for four
     terminated employees. These charges were fully paid during fiscal 2002.

     During the first quarter of fiscal 2003, the Company approved and completed
     a restructuring undertaken to reduce costs related to its international
     operations. In accordance with SFAS No. 146, "Accounting for Costs
     Associated with Exit or Disposal Activities," the Company recorded a
     restructuring charge of approximately $181,000 for severance benefits for
     five terminated employees and costs resulting from the cancellation of
     leases and the disposal of fixed assets related to a relocation to smaller
     facilities. The charges for this restructuring were fully paid in February
     2003.

                                       39
<PAGE>

     The following table summarizes the restructuring activity related to the
     above restructurings:

          Fiscal 2001 Restructuring Charge                         $  763,000
          Cash Payments - Fiscal 2001                                (377,000)
                                                                   ----------
          Restructuring Reserve as of September 30, 2001              386,000
          Fiscal 2002 Restructuring Charge                             88,000
          Cash Payments - Fiscal 2002                                (305,000)
                                                                   ----------
          Restructuring Reserve as of September 30, 2002              169,000
          Fiscal 2003 Restructuring Charge                            181,000
          Cash Payments - Fiscal 2003                                (334,000)
                                                                   ----------
          Restructuring Reserve as of September 30, 2003               16,000
          Cash Payments - Fiscal 2004                                 (12,000)
                                                                   ----------

          Restructuring Reserve as of September 30, 2004           $    4,000
                                                                   ==========

     At September 30, 2004 there was an additional accrued severance amount of
     approximately $1,000, which was not related to restructuring activities.


5.   INVENTORIES

     Inventories consisted of the following at September 30:

                                                  2004           2003

          Materials                            $   46,931     $   77,127
          Finished goods                           21,024         28,131
                                               ----------     ----------

          Total                                $   67,955     $  105,258
                                               ==========     ==========


6.   ACCRUED EXPENSES

     Accrued expenses consisted of the following at September 30:

                                                    2004             2003

          Accrued salaries and benefits         $    221,541     $    135,451
          Accrued royalties and commissions        1,165,553          832,941
          Accrued professional fees                  305,636          178,837
          Accrued severance                            5,401           19,035
          Other                                      328,699          337,357
                                                ------------     ------------

          Total                                 $  2,026,830     $  1,503,621
                                                ============     ============

7.   COMMITMENTS

     LEASES - The Company leases various facilities, equipment and automobiles
     in the U.S. and overseas under noncancelable operating leases which expire
     through 2008. The lease agreements generally provide for the payment of
     minimum annual rentals, pro-rata share of taxes, and maintenance expenses.
     Rental expense for all operating leases was $678,677, $766,416 and $810,027
     for the years ended September 30, 2004, 2003 and 2002, respectively.
     Certain of the Company's facility leases include options to renew.

                                       40
<PAGE>

     As of September 30, 2004, minimum rental commitments under noncancelable
     operating leases are as follows:

          YEAR ENDING SEPTEMBER 30,

          2005                             $  575,991
          2006                                183,723
          2007                                 21,105
          2008                                  8,794
          2009                                   --
          Thereafter                             --
                                           ----------

          Total minimum lease payments     $  789,613
                                           ==========

     ROYALTIES - The Company is committed to pay royalties ranging from 7% to
     50% on revenue generated by the sale of certain licensed software products.
     Royalty expense included in cost of software licenses and subscriptions was
     $1,677,231, $1,583,921 and $1,801,514 for the years ended September 30,
     2004, 2003 and 2002, respectively. The Company is not obligated to pay
     minimum royalty amounts.

     EARN-OUT ROYALTIES - As a result of the acquisition of Mergence (see Note
     2), the Company is required to make quarterly cash payments equal to 10% of
     the revenues, as defined, of Mergence's Researcher product for a period of
     six years. The Company is not required to pay any minimum amounts unless
     the Company ceases to compete in the markets, as defined, in which the
     Researcher product competes. The Company fully intends to continue to
     compete in these markets.

8.   LITIGATION

     In May 2004, the Company was served with a charge of discrimination filed
     with the Massachusetts Commission Against Discrimination (MCAD) by a
     current employee. In addition to the Company, the employee has named an
     executive of the Company as well as the employee's former supervisor as
     defendants. The employee alleges that her former supervisor engaged in
     sexually harassing conduct. The employee accuses the executive of engaging
     in retaliation upon learning of the employee's complaint. The complaint was
     withdrawn from the MCAD in August 2004, with the stated intent of pursuing
     the claim in Superior Court in the state of Massachusetts. To date, the
     Company has not been notified of any further filing. Given the early stage
     and current status of the claim, the Company is unable to predict the
     ultimate outcome. The Company intends to vigorously defend the claims.

     From time to time, the Company receives other claims and may be party to
     other actions that arise in the normal course of business. Other than as
     noted above, the Company does not believe the eventual outcome of any other
     pending matters will have a material effect on the Company's consolidated
     financial condition or results of operations.

9.   FINANCING ARRANGEMENTS

     LINE OF CREDIT - Until October 29, 2003, the Company maintained a bank line
     of credit. The credit line contained customary covenants, which required,
     among other items, that the Company maintain a minimum level of
     consolidated tangible net worth. In October 2003, the Company decided,
     based on its positive cash flow during the past two fiscal years and the
     current level of its cash holdings, it was in the Company's best interest
     to forego the expense required to continue the line of credit and,
     therefore, did not renew this line of credit.

     LETTER OF CREDIT - The Company has an irrevocable standby letter of credit
     with a bank securing performance of a five-year property lease. The Company
     has reserved a cash term deposit in the amount of $143,299 to secure the
     letter of credit. This amount is included as part of restricted cash in the
     Company's consolidated balance sheets at September 30, 2004 and 2003.

                                       41
<PAGE>


10.  INCOME TAXES

     Income (loss) from continuing operations before income taxes consists of
     the following for the years ended September 30:


                           2004              2003              2002

          Domestic     $    980,486      $  1,140,752      $  1,454,280
          Foreign           (22,360)         (288,707)         (607,901)
                       ------------      ------------      ------------

          Total        $    958,126      $    852,045      $    846,379
                       ============      ============      ============

     The (benefit) provision for income taxes consisted of the following for the
     years ended September 30:

<TABLE><CAPTION>
                                                  2004              2003              2002
<S>                                           <C>               <C>               <C>
          Current:
            Federal                           $     21,350      $      5,500      $       --
            State                                     --                --                --
            Foreign                                   --                --                --
                                              ------------      ------------      ------------

                                                    21,350             5,500              --
                                              ------------      ------------      ------------

          Deferred:
            Federal                                  9,000           285,000           445,000
            State                                  171,000            48,500            76,000
            Foreign                                120,000          (140,500)         (322,000)
            Change in valuation allowance         (448,000)         (193,000)         (199,000)
                                              ------------      ------------      ------------

                                                  (148,000)             --                --
                                              ------------      ------------      ------------

          Total                               $   (126,650)     $      5,500      $       --
                                              ============      ============      ============
</TABLE>

     At September 30, 2004, the Company had U.S. federal tax loss carryforwards
     of approximately $5 million, expiring at various dates through 2020,
     including $520,000 resulting from the Mergence acquisition undertaken
     during 2004 which are subject to additional annual limitations as a result
     of the changes in Mergence's ownership, and had approximately $2 million in
     state tax loss carryforwards, which commence expiration in 2005. An
     alternative minimum tax credit of approximately $148,000 is available to
     offset future regular federal taxes. Research and development credits of
     approximately $503,000 expire beginning in 2013. In addition, tax loss
     carryforwards in certain foreign jurisdictions total approximately $6
     million.

                                       42
<PAGE>

     The components of the Company's net deferred tax assets are as follows at
     September 30:

<TABLE><CAPTION>
                                                           2004              2003
<S>                                                    <C>               <C>
          Deferred tax liabilities:
             Depreciation and amortization             $   (141,000)     $       --
             Other                                             --            (183,000)
             Prepaid expenses                               (37,000)         (121,000)
                                                       ------------      ------------

                                                           (178,000)         (304,000)
                                                       ------------      ------------
          Deferred tax assets:
            Net operating loss carryforwards              3,914,000         4,370,000
            Research and development credits                503,000           482,000
            Accounts and notes receivable reserves          204,000           287,000
            Accrued severance                                 7,000            70,000
            Alternative minimum tax credits                 148,000           132,000
            Depreciation and amortization                      --              94,000
            Other                                            85,000              --
                                                       ------------      ------------

                                                          4,861,000         5,435,000
                                                       ------------      ------------

          Total                                           4,683,000         5,131,000

          Valuation allowance                            (4,683,000)       (5,131,000)
                                                       ------------      ------------

          Deferred taxes, net                          $       --        $       --
                                                       ============      ============
</TABLE>

     The Company had profitable domestic operations but continued to have
     operating losses from international operations for the years ended
     September 30, 2004, 2003 and 2002. This followed significant losses from
     operations, both domestically and internationally, over several prior
     years. Accordingly, management does not believe the tax assets are more
     likely than not to be realized and a full valuation allowance has been
     provided. The valuation allowance decreased by approximately $448,000 in
     2004 and $193,000 in 2003 primarily because the Company maintains a full
     valuation allowance against the tax assets and such assets decreased
     primarily as a result of utilization of net operating loss carryforwards in
     each respective year. In both 2004 and 2003, domestic net operating loss
     carryforwards decreased as a result of income recorded domestically,
     partially offset by an increase in international loss carryforwards as a
     result of operating losses, resulting in an overall decrease in the related
     asset.

     SFAS No. 109, "Accounting for Income Taxes," requires recognition of
     deferred tax liabilities and deferred tax assets (and related valuation
     allowances, if necessary) for the deferred tax consequences of differences
     between the assigned values and the tax bases of the assets and liabilities
     recognized in a business combination. As Datawatch has deferred tax assets,
     against which a full valuation allowance has been provided, and the
     acquisition of Mergence resulted in the recording of a net deferred tax
     liability, the Company recorded a benefit for income taxes of $148,000 for
     the recognition of a reduction in the valuation allowance as a result of
     realizing the benefit of certain of the Company's deferred tax assets
     resulting from the deferred tax liabilities associated with the Mergence
     acquisition.


                                       43
<PAGE>

     The following table reconciles the Company's tax provision based on its
     effective tax rate to its tax provision based on the federal statutory rate
     of 34% for the years ended September 30, 2004, 2003 and 2002:

<TABLE><CAPTION>
                                                       2004              2003              2002
<S>                                                <C>               <C>               <C>
          Provision at federal statutory rate      $    326,000      $    289,000      $    288,000
          State, net of federal impact                  113,000            59,500            86,000
          Foreign taxes                                (137,000)         (150,000)         (166,000)
          Valuation allowance released                 (448,000)         (193,000)         (199,000)
          Other                                          19,350              --              (9,000)
                                                   ------------      ------------      ------------

          (Benefit) provision for income taxes     $   (126,650)     $      5,500      $       --
                                                   ============      ============      ============
</TABLE>

11.  SHAREHOLDERS' EQUITY

     STOCK OPTION PLANS - The Company's two stock option plans described below
     provide for granting of options and other stock rights to purchase common
     stock of the Company to employees, officers, consultants, and directors who
     are not otherwise employees. The options granted are exercisable as
     specified at the date of grant and generally expire five to ten years from
     the date of grant. Generally, options and other stock rights are granted at
     exercise prices not less than fair market value at the date of the grant.

     On October 4, 1996, the Company established the 1996 International Employee
     Non-Qualified Stock Option Plan (the "1996 International Plan"). Pursuant
     to this plan, nonqualified options may be granted to any employee or
     consultant of any of the Company's foreign subsidiaries through October 4,
     2006.

     On December 10, 1996, the Company established the Datawatch Corporation
     1996 Stock Plan (the "1996 Stock Plan"), which provides for the granting of
     both incentive stock options and nonqualified options, the award of Company
     common stock, and opportunities to make direct purchases of Company common
     stock (collectively, "Stock Rights"), as determined by a committee
     appointed by the Board of Directors. Options pursuant to this plan may be
     granted through December 10, 2006 and shall vest as specified by this
     committee.

     Selected information regarding the above stock option plans as of and for
     the year ended September 30, 2004 is as follows:

<TABLE><CAPTION>
                                                                                    SHARES
                                                                                    ------
                                                                           AUTHORIZED      RESERVED FOR
                                                                            FOR GRANT     FUTURE ISSUANCE
<S>                                                                       <C>              <C>
          1996 International Employee Non-Qualified Stock Option Plan           88,888           10,706
          Datawatch Corporation 1996 Stock Plan                              1,248,000          145,210
                                                                          ------------     ------------

                                                                             1,336,888          155,916
                                                                          ============     ============
</TABLE>




                                       44
<PAGE>

     The following table is a summary of combined activity for all of the
     Company's stock option plans:

                                                                       WEIGHTED-
                                                   NUMBER OF           AVERAGE
                                                    OPTIONS            EXERCISE
                                                  OUTSTANDING           PRICE

          Outstanding, October 1, 2001               500,010          $     3.63

              Granted                                402,882                0.90
              Canceled                               (98,398)               3.46
              Exercised                                 --                  --
                                                  ----------          ----------

          Outstanding, September 30, 2002            804,494                2.28

              Granted                                283,334                1.66
              Canceled                              (100,776)               2.51
              Exercised                              (39,590)               1.63
                                                  ----------          ----------

          Outstanding, September 30, 2003            947,462                2.10

              Granted                                127,000                3.38
              Canceled                               (83,712)               3.46
              Exercised                              (70,780)               1.81
                                                  ----------          ----------

          Outstanding, September 30, 2004            919,970          $     2.17
                                                  ==========

          Exercisable, September 30, 2004            635,934          $     2.21
                                                  ==========

          Exercisable, September 30, 2003            509,814          $     2.74
                                                  ==========

          Exercisable, September 30, 2002            381,478          $     3.55
                                                  ==========

     The following table presents weighted-average price and life information
     regarding options outstanding and exercisable at September 30, 2004:

<TABLE><CAPTION>
                            Options Outstanding                          Options Exercisable
          --------------------------------------------------------      ----------------------
                                       Weighted-Average  Weighted-                   Weighted-
                                           Remaining      Average                     Average
            Exercise       Number of      Contractual     Exercise                    Exercise
             Prices         Shares        Life(Years)      Price        Shares          Price
<S>       <C>               <C>               <C>         <C>           <C>            <C>
          $ 0.73-1.08       270,914              8        $ 0.75        229,972        $ 0.75
            1.27-1.80       357,252              8          1.55        211,680          1.49
            2.60-3.38       148,896              7          2.70         81,382          2.71
            3.80-5.49        94,822              6          4.78         64,814          4.74
            5.76-7.59        40,974              5          6.90         40,974          6.90
               9.70           1,778              3          9.70          1,778          9.70
              15.89           5,334              2         15.89          5,334         15.89
                            -------        -------        ------        -------        ------

                            919,970              8        $ 2.17        635,934        $ 2.21
                            =======        =======        ======        =======        ======
</TABLE>

                                       45
<PAGE>

     STOCK-BASED COMPENSATION - In November 2001, the Company issued 30,624
     shares of common stock with and aggregate fair value of $37,500 to a
     director for services. The fair value of the stock issued to the director
     was expensed as the services were provided.

     On January 17, 2001, the Company renewed its line of credit agreements with
     a bank. In connection therewith, the Company issued the bank a warrant to
     purchase 31,112 shares of the Company's common stock at an exercise price
     of $1.125 per share. The fair market value of the warrant (determined using
     the Black-Scholes pricing model and the following assumptions: 116%
     volatility, 10-year estimated life and 6.2% risk-free interest rate) was
     determined to be $76,333, which was recorded as an increase in additional
     paid-in capital and was amortized to interest expense over the one-year
     renewal period.

     On October 30, 2001, the Company again renewed its line of credit
     agreements with a bank. In connection therewith, the Company issued the
     bank a warrant to purchase 99,338 shares of the Company's common stock at
     an exercise price of $0.755 per share. The fair market value of the warrant
     (determined using the Black-Scholes option-pricing model and the following
     assumptions: 134.3% volatility, 7-year estimated life and 4.8% risk-free
     interest rate) was determined to be $76,956, which was recorded as an
     increase in additional paid-in capital and was amortized to interest
     expense over the one-year renewal period.

     On May 3, 2002 the Company issued 48,996 shares of its common stock to the
     bank pursuant to the cashless exercise of the bank's warrants as allowed by
     the underlying agreements. There are no warrants outstanding at September
     30, 2004.

     There were no issuances of equity instruments to non-employees in fiscal
     2004 or 2003.

12.  RETIREMENT SAVINGS PLAN

     The Company has a 401(k) retirement savings plan covering substantially all
     of the Company's full-time domestic employees. Under the provisions of the
     plan, employees may contribute a portion of their compensation within
     certain limitations. The Company, at the discretion of the Board of
     Directors, may make contributions on behalf of its employees under this
     plan. Such contributions, if any, become fully vested after five years of
     continuous service. The Company has not made any contributions during 2004,
     2003 or 2002.

13.  SEGMENT INFORMATION

     The following table presents information about the Company's revenue by
     product lines for the years ended September 30, 2004, 2003 and 2002:

<TABLE><CAPTION>
                                                                   2004      2003      2002
<S>                                                                  <C>       <C>       <C>
          Desktop (primarily Monarch)                                56 %      59 %      59 %
          Visual|QSM and Visual|HD                                   30        29        26
          Datawatch|ES (including Datawatch|RMS & iMergence)         14        12        15
                                                                  -----     -----     -----

                                                                    100 %     100 %     100 %
                                                                  =====     =====     =====
</TABLE>




                                       46
<PAGE>


     The Company conducts operations in the U.S. and internationally
     (principally in the United Kingdom). The following table presents
     information about the Company's continuing geographic operations:

<TABLE><CAPTION>
                                                             INTERNATIONAL
                                                             (PRINCIPALLY
                                              DOMESTIC            U.K.)       ELIMINATIONS         TOTAL
<S>                                         <C>              <C>              <C>               <C>
          Year Ended September 30, 2004
            Total revenue                   $ 12,782,198     $  7,573,558     $ (1,020,610)     $ 19,335,146
            Long-lived assets                  3,896,946          116,477             --           4,013,423

          Year Ended September 30, 2003
            Total revenue                   $ 12,014,158     $  6,745,762     $ (1,047,714)     $ 17,712,206
            Long-lived assets                  1,544,382          189,209             --           1,733,591

          Year Ended September 30, 2002
            Total revenue                   $ 12,659,607     $  7,904,520     $ (1,123,384)     $ 19,440,743
            Long-lived assets                  1,614,134          436,171             --           2,050,305
</TABLE>

     The reconciliations of total long-lived assets to the amounts contained in
     the Company's consolidated financial statements at September 30, 2004 and
     2003 are as follows:

<TABLE><CAPTION>
                                                              2004***          2003***
<S>                                                       <C>              <C>
          Property and equipment, net                     $    433,567     $    460,906
          Capitalized software development costs, net*         428,189          696,861
          Acquired software, net*                              508,333             --
          Patents, net*                                        138,833             --
          Goodwill                                           1,632,646             --
          Restricted cash                                      268,299          226,514
          Trademarks                                           345,152          285,152
          Customer list*                                       130,000             --
          Non -compete agreements*                             100,000             --
          Long-term notes receivable**                            --             25,832
          Deposits**                                            28,404           38,326
                                                          ------------     ------------

             Total long-lived assets                      $  4,013,423     $  1,733,591
                                                          ============     ============
</TABLE>

     *  Included in amortizing intangible assets, net in the accompanying
        consolidated financial statements.
    **  Included in other assets in the accompanying consolidated financial
        statements.
   ***  International amounts are not material.

     Export revenue aggregated $3,261,252, $3,292,638 and $4,276,732 in 2004,
     2003 and 2002, respectively.

                                       47
<PAGE>

14.  QUARTERLY RESULTS (UNAUDITED)

     Supplementary Information:

<TABLE><CAPTION>
                                                               FIRST            SECOND             THIRD            FOURTH
<S>                                                         <C>              <C>               <C>              <C>
          YEAR ENDED SEPTEMBER 30, 2004:
            Software license and subscription revenue       $  2,953,896     $  3,483,773      $  2,933,547     $  3,070,451
            Maintenance and service revenue                    1,453,192        1,710,830         1,775,807        1,953,650
            Cost of software licenses and subscriptions          630,093          760,288           590,786          601,460
            Cost of maintenance and services                     611,677          661,190           681,089          756,606
            Expenses                                           2,854,496        3,363,184         3,317,948        3,581,643
            Income from operations                               310,822          409,941           119,531           84,392
            Net income                                           323,525          395,563            99,650          266,038

            Net income per share - basic                    $       0.06     $       0.08      $       0.02     $       0.05
            Net income per share - diluted                  $       0.06     $       0.07      $       0.02     $       0.05

          YEAR ENDED SEPTEMBER 30, 2003:
            Software license and subscription revenue       $  3,292,881     $  2,627,221      $  3,603,543     $  2,686,212
            Maintenance and service revenue                    1,208,739        1,480,781         1,497,113        1,315,716
            Cost of software licenses and subscriptions          567,029          577,716           774,824          643,831
            Cost of maintenance and services                     614,357          615,886           563,485          574,828
            Expenses                                           3,298,171        2,968,754         3,066,475        2,620,662
            Income (loss) from operations                         22,063          (54,354)          695,872          162,607
            Net income (loss)                                     17,035          (50,290)          698,173          181,627

            Net income (loss) per share - basic                    $0.00           ($0.01)            $0.13            $0.03
            Net income (loss) per share - diluted                  $0.00           ($0.01)            $0.13            $0.03
</TABLE>


                                   * * * * * *
















                                       48




<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

     Not Applicable.


ITEM 9A. INTERNAL CONTROLS AND PROCEDURES
-----------------------------------------

     (a) Evaluation of disclosure controls and procedures

         As of a date (the "Evaluation Date") within ninety days prior to the
         filing date of this Annual Report on Form 10-K, the Company, under the
         supervision and with the participation of the Company's management,
         including the Company's Chief Executive Officer and Chief Financial
         Officer, evaluated the effectiveness of the design and operation of the
         Company's disclosure controls and procedures pursuant to Rules
         13(a)-15(e) promulgated under the Securities Exchange Act of 1934, as
         amended (the "Exchange Act"). Based upon that evaluation, the Company's
         Chief Executive Officer and Chief Financial Officer concluded that, as
         of the Evaluation Date, the Company's disclosure controls and
         procedures are effective in ensuring that material information relating
         to the Company (including its consolidated subsidiaries) required to be
         disclosed by the Company in the reports that it files or submits under
         the Exchange Act is recorded, processed, summarized and reported within
         the time periods specified in the Securities and Exchange Commission's
         rules and forms, including ensuring that such material information is
         accumulated and communicated to the Company's management, including the
         Company's Chief Executive Officer and Chief Financial Officer, as
         appropriate to allow timely decisions regarding required disclosure. It
         should be noted that any system of controls is designed to provide
         reasonable, but not absolute, assurances that the system will achieve
         its stated goals under all reasonably foreseeable circumstances. Our
         Chief Executive Officer and Chief Financial Officer have concluded that
         our disclosure controls are effective at a level that provides such
         reasonable assurances.

     (b) Changes in internal controls

         There were no changes in the Company's internal controls or, to the
         knowledge of the Company, in other factors that could significantly
         affect the Company's internal controls subsequent to the date of their
         evaluation, including any corrective actions with regard to significant
         deficiencies and material weaknesses.









                                       49
<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------

      Information with respect to Directors may be found under the caption
"Election of Directors" appearing in the Company's definitive Proxy Statement
for the Annual Meeting of Shareholders for the fiscal year ended September 30,
2004. Such information is incorporated herein by reference. Information with
respect to the Company's executive officers may be found under the caption
"Executive Officers of the Registrant" appearing in Part I of this Annual Report
on Form 10-K.


ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------

      The information set forth under the captions "Compensation and Other
Information Concerning Directors and Officers" appearing in the Company's
definitive Proxy Statement for the Annual Meeting of Shareholders for the fiscal
year ended September 30, 2004 is incorporated herein by reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

      The information set forth under the caption "Principal Holders of Voting
Securities" and "Equity Compensation Plans" appearing in the Company's
definitive Proxy Statement for the Annual Meeting of Shareholders for the fiscal
year ended September 30, 2004 is incorporated herein by reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

      The information set forth under the caption "Certain Transactions"
appearing in the Company's definitive Proxy Statement for the Annual Meeting of
Shareholders for the fiscal year ended September 30, 2004 is incorporated herein
by reference.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
------------------------------------------------

      The information set forth under the caption "Principal Accountant Fees and
Services" appearing in the Company's definitive Proxy Statement for the Annual
Meeting of Shareholders for the fiscal year ended September 30, 2004 is
incorporated herein by reference.






                                       50
<PAGE>

                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------

     The following documents are filed as part of this report:

     (a) 1. CONSOLIDATED FINANCIAL STATEMENTS

            Report of Independent Registered Public Accounting Firm
            Consolidated Balance Sheets as of September 30, 2004 and 2003
            Consolidated Statements of Operations for the Years Ended September
            30, 2004, 2003 and 2002
            Consolidated Statements of Shareholders' Equity for the Years Ended
            September 30, 2004, 2003 and 2002
            Consolidated Statements of Cash Flows for the Years Ended September
            30, 2004, 2003 and 2002
            Notes to Consolidated Financial Statements

         2. FINANCIAL STATEMENT SCHEDULE

            All schedules are omitted as the required information is not
            applicable or is included in the financial statements or related
            notes.

         3. LIST OF EXHIBITS

    EX. NO.          DESCRIPTION
--------------------------------------------------------------------------------
  (1)      3.1       Restated Certificate of Incorporation of the Registrant
                     (Exhibit 3.2)
  (7)      3.2       Certificate of Amendment of Restated Certificate of
                     Incorporation of the Registrant (Exhibit 3.2)
  (1)      3.3       By-Laws, as amended, of the Registrant (Exhibit 3.3)
  (1)      4.1       Specimen certificate representing the Common Stock (Exhibit
                     4.4)
  (5)      4.2       Warrant to Purchase Stock issued to Silicon Valley Bank,
                     dated January 17, 2001 (Exhibit 4.1)
  (7)      4.3       Warrant to Purchase Stock issued to Silicon Valley Bank,
                     dated October 30, 2001 (Exhibit 4.3)
  (1)     10.1*      1987 Stock Plan (Exhibit 10.7)
  (1)     10.2*      Form of Incentive Stock Option Agreement of the Registrant
                     (Exhibit 10.8)
  (1)     10.3*      Form of Nonqualified Stock Option Agreement of the
                     Registrant (Exhibit 10.9)
  (1)     10.4       Software Development and Marketing Agreement by and between
                     Personics Corporation and Raymond Huger, dated January 19,
                     1989 (Exhibit 10.12)
  (11)    10.5       Option Purchase Agreement by and among Datawatch
                     Corporation, Personics Corporation and Raymond J. Huger
                     dated April 29, 2004. (Exhibit 10.1)
  (10)    10.6       Distribution Agreement, dated December 10, 1992, by and
                     between Datawatch Corporation and Ingram Micro Inc.
                     (Exhibit 10.2)
  (2)     10.7*      1996 Non-Employee Director Stock Option Plan, as amended on
                     December 10, 1996 (Exhibit 10.30)
  (2)     10.8*      1996 International Employee Non-Qualified Stock Option Plan
                     (Exhibit 10.31)
  (10)    10.9*      1996 Stock Plan as amended as of March 7, 2003 (Exhibit
                     10.1)
  (3)     10.10      Lease, dated August 31, 2000, by and between Fortune
                     Wakefield, LLC and Datawatch Corporation (Exhibit 10.27)
  (4)     10.11      Indemnification Agreement between Datawatch Corporation and
                     James Wood, dated January 12, 2001 (Exhibit 10.1)
  (4)     10.12      Indemnification Agreement between Datawatch Corporation and
                     Richard de J. Osborne, dated January 12,2001 (Exhibit 10.2)
  (6)     10.13      Form of Indemnification Agreement between Datawatch
                     Corporation and each of its Non-Employee Directors (Exhibit
                     10.1)
  (6)     10.14*     Advisory Agreement, dated April 5, 2001, by and between
                     Datawatch Corporation and Richard de J. Osborne (Exhibit
                     10.2)
  (7)     10.15*     Executive Agreement, dated July 9, 2001, between the
                     Company and Robert W. Hagger (Exhibit 10.24)
  (7)     10.16*     Management Transition Agreement, dated July 6, 2001,
                     between the Company and Bruce R. Gardner (Exhibit 10.25)
  (8)     10.17*     Executive Agreement, dated December 1, 2001, by and between
                     Datawatch Corporation and Calvin MacKay (Exhibit 10.1)

                                       51
<PAGE>

  (9)     10.18*     Executive Agreement, dated April 25, 2002, by and between
                     Datawatch Corporation and Alan R. MacDougall (Exhibit 10.1)
  (9)     10.19*     Executive Agreement, dated April 25, 2002, by and between
                     Datawatch Corporation and John Kitchen (Exhibit 10.2)
  (9)     10.20*     Professional Services Agreement, dated May 16, 2002, by and
                     between Vested Development Inc. and Datawatch Corporation
                     (Exhibit 10.3)
  (12)    10.21      Stock Purchase Agreement among Datawatch Corporation,
                     Mergence Technologies Corporation and the Management
                     Sellers, dated as of August 11, 2004 (Exhibit 2.1).
  (12)    10.22      Form of Stock Purchase Agreement among Datawatch
                     Corporation, Mergence Technologies Corporation and the
                     Non-Management Sellers, dated as of August 11, 2004
                     (Exhibit 2.2)
          21.1       Subsidiaries of the Registrant (filed herewith)
          23.1       Consent of Independent Registered Pubic Accounting Firm
                     (filed herewith)
          31.1       Certification of the Chief Executive Officer pursuant to
                     Section 302 of the Sarbanes-Oxley Act of 2002. (filed
                     herewith)
          31.2       Certification of the Chief Financial Officer pursuant to
                     Section 302 of the Sarbanes-Oxley Act of 2002. (filed
                     herewith)
          32.1       Certification of the Chief Executive Officer pursuant to 18
                     U.S.C. Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002. (filed herewith)
          32.2       Certification of the Chief Financial Officer pursuant to 18
                     U.S.C. Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002. (filed herewith)
--------------------------------------------------------------------------------

  * Indicates a management contract or compensatory plan or contract.

(1)     Previously filed as an exhibit to Registration Statement 33-46290 on
        Form S-1 and incorporated herein by reference (the number given in
        parenthesis indicates the corresponding exhibit in such Form S-1).
(2)     Previously filed as an exhibit to Registrant's Annual Report on Form
        10-K for the fiscal year ended September 30, 1996 and incorporated
        herein by reference (the number given in parenthesis indicates the
        corresponding exhibit in such Form 10-K).
(3)     Previously filed as an exhibit to Registrant's Annual Report on Form
        10-K for the fiscal year ended September 30, 2000 and incorporated
        herein by reference (the number given in parenthesis indicates the
        corresponding exhibit in such Form 10-K).
(4)     Previously filed as an exhibit to Registrant's Current Report on Form
        8-K dated February 2, 2001 and incorporated herein by reference (the
        number in parenthesis indicates the corresponding exhibit in such Form
        8-K).
(5)     Previously filed as an exhibit to Registrant's Quarterly Report on Form
        10-Q for the quarter ended December 31, 2000 and incorporated herein by
        reference (the number given in parenthesis indicates the corresponding
        exhibit in such Form 10-Q).
(6)     Previously filed as an exhibit to Registrant's Quarterly Report on Form
        10-Q for the quarter ended March 31, 2001 and incorporated herein by
        reference (the number given in parenthesis indicates the corresponding
        exhibit in such Form 10-Q).
(7)     Previously filed as an exhibit to Registrant's Annual Report on Form
        10-K for the fiscal year ended September 30, 2001 and incorporated
        herein by reference (the number given in parenthesis indicates the
        corresponding exhibit in such Form 10-K).
(8)     Previously filed as an exhibit to Registrant's Quarterly Report on Form
        10-Q for the quarter ended March 31, 2002 and incorporated herein by
        reference (the number given in parenthesis indicates the corresponding
        exhibit in such Form 10-Q).
(9)     Previously filed as an exhibit to Registrant's Quarterly Report on Form
        10-Q for the quarter ended June 30, 2002 and incorporated herein by
        reference (the number given in parenthesis indicates the corresponding
        exhibit in such Form 10-Q).
(10)    Previously filed as an exhibit to Registrant's Quarterly Report on Form
        10-Q for the quarter ended March 31, 2003 and incorporated herein by
        reference (the number given in parenthesis indicates the corresponding
        exhibit in such Form 10-Q).
(11)    Previously filed as an exhibit to Registrant's Quarterly Report on Form
        10-Q for the quarter ended March 31, 2004 and incorporated herein by
        reference (the number given in parenthesis indicates the corresponding
        exhibit is such Form 10.Q).
(12)    Previously filed as an exhibit to Registrant's Current Report on Form
        8-K dated August 20, 2004 and incorporated herein by reference (the
        number in parenthesis indicates the corresponding exhibit in such Form
        8-K).

                                       52
<PAGE>

(c)  EXHIBITS

        The Company hereby files as exhibits to this Annual Report on Form 10-K
        those exhibits listed in Item 15(a)3 above.

(d)  FINANCIAL STATEMENT SCHEDULES

        The Company hereby files as financial statement schedules to this Annual
        Report on Form 10-K the Consolidated Financial Statement Schedules
        listed in Item 15(a)2 above which are attached hereto.



































                                       53
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                         Datawatch Corporation

Date:  December 28, 2004                 By:  /s/ Robert W. Hagger
                                              -----------------------------
                                              Robert W. Hagger
                                              President, Chief Executive Officer
                                              and Director


      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE><CAPTION>
SIGNATURE                        TITLE                                               DATE
<S>                              <C>                                                 <C>
/s/ Robert W. Hagger             President, Chief Executive Officer and Director     December 28, 2004
-----------------------------    (Principal Executive Officer)
Robert W. Hagger


/s/ Alan R. MacDougall           Senior Vice President of Finance, Chief             December 28, 2004
-----------------------------    Financial Officer, Treasurer and
Alan R. MacDougall               Assistant Secretary
                                 (Principal Financial and Accounting Officer)

/s/ Richard de J. Osborne        Chairman of the Board                               December 28, 2004
-----------------------------
Richard de J. Osborne


/s/ Thomas H. Kelly              Director                                            December 28, 2004
-----------------------------
Thomas Kelly


/s/ Terry W. Potter              Director                                            December 28, 2004
-----------------------------
Terry W. Potter


/s/ David T. Riddiford           Director                                            December 28, 2004
-----------------------------
David T. Riddiford


/s/ James Wood                   Director                                            December 28, 2004
-----------------------------
James Wood
</TABLE>





                                       54
<PAGE>

                                  EXHIBIT INDEX

  (1)      3.1       Restated Certificate of Incorporation of the Registrant
                     (Exhibit 3.2)
  (7)      3.2       Certificate of Amendment of Restated Certificate of
                     Incorporation of the Registrant (Exhibit 3.2)
  (1)      3.3       By-Laws, as amended, of the Registrant (Exhibit 3.3)
  (1)      4.1       Specimen certificate representing the Common Stock (Exhibit
                     4.4)
  (5)      4.2       Warrant to Purchase Stock issued to Silicon Valley Bank,
                     dated January 17, 2001 (Exhibit 4.1)
  (7)      4.3       Warrant to Purchase Stock issued to Silicon Valley Bank,
                     dated October 30, 2001 (Exhibit 4.3)
  (1)     10.1*      1987 Stock Plan (Exhibit 10.7)
  (1)     10.2*      Form of Incentive Stock Option Agreement of the Registrant
                     (Exhibit 10.8)
  (1)     10.3*      Form of Nonqualified Stock Option Agreement of the
                     Registrant (Exhibit 10.9)
  (1)     10.4       Software Development and Marketing Agreement by and between
                     Personics Corporation and Raymond Huger, dated January 19,
                     1989 (Exhibit 10.12)
  (11)    10.5       Option Purchase Agreement by and among Datawatch
                     Corporation, Personics Corporation and Raymond J. Huger
                     dated April 29, 2004. (Exhibit 10.1)
  (10)    10.6       Distribution Agreement, dated December 10, 1992, by and
                     between Datawatch Corporation and Ingram Micro Inc.
                     (Exhibit 10.2)
  (2)     10.7*      1996 Non-Employee Director Stock Option Plan, as amended on
                     December 10, 1996 (Exhibit 10.30)
  (2)     10.8*      1996 International Employee Non-Qualified Stock Option Plan
                     (Exhibit 10.31)
  (10)    10.9*      1996 Stock Plan as amended as of March 7, 2003 (Exhibit
                     10.1)
  (3)     10.10      Lease, dated August 31, 2000, by and between Fortune
                     Wakefield, LLC and Datawatch Corporation (Exhibit 10.27)
  (4)     10.11      Indemnification Agreement between Datawatch Corporation and
                     James Wood, dated January 12, 2001 (Exhibit 10.1)
  (4)     10.12      Indemnification Agreement between Datawatch Corporation and
                     Richard de J. Osborne, dated January 12,2001 (Exhibit 10.2)
  (6)     10.13      Form of Indemnification Agreement between Datawatch
                     Corporation and each of its Non-Employee Directors (Exhibit
                     10.1)
  (6)     10.14*     Advisory Agreement, dated April 5, 2001, by and between
                     Datawatch Corporation and Richard de J. Osborne (Exhibit
                     10.2)
  (7)     10.15*     Executive Agreement, dated July 9, 2001, between the
                     Company and Robert W. Hagger (Exhibit 10.24)
  (7)     10.16*     Management Transition Agreement, dated July 6, 2001,
                     between the Company and Bruce R. Gardner (Exhibit 10.25)
  (8)     10.17*     Executive Agreement, dated December 1, 2001, by and between
                     Datawatch Corporation and Calvin MacKay (Exhibit 10.1)
  (9)     10.18*     Executive Agreement, dated April 25, 2002, by and between
                     Datawatch Corporation and Alan R. MacDougall (Exhibit 10.1)
  (9)     10.19*     Executive Agreement, dated April 25, 2002, by and between
                     Datawatch Corporation and John Kitchen (Exhibit 10.2)
  (9)     10.20*     Professional Services Agreement, dated May 16, 2002, by and
                     between Vested Development Inc. and Datawatch Corporation
                     (Exhibit 10.3)
  (12)    10.21      Stock Purchase Agreement among Datawatch Corporation,
                     Mergence Technologies Corporation and the Management
                     Sellers, dated as of August 11, 2004 (Exhibit 2.1).
  (12)    10.22      Form of Stock Purchase Agreement among Datawatch
                     Corporation, Mergence Technologies Corporation and the
                     Non-Management Sellers, dated as of August 11, 2004
                     (Exhibit 2.2)
          21.1       Subsidiaries of the Registrant (filed herewith)
          23.1       Consent of Independent Registered Pubic Accounting Firm
                     (filed herewith)
          31.1       Certification of the Chief Executive Officer pursuant to
                     Section 302 of the Sarbanes-Oxley Act of 2002. (filed
                     herewith)
          31.2       Certification of the Chief Financial Officer pursuant to
                     Section 302 of the Sarbanes-Oxley Act of 2002. (filed
                     herewith)
          32.1       Certification of the Chief Executive Officer pursuant to 18
                     U.S.C. Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002. (filed herewith)
          32.2       Certification of the Chief Financial Officer pursuant to 18
                     U.S.C. Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002. (filed herewith)
--------------------------------------------------------------------------------

  * Indicates a management contract or compensatory plan or contract.

                                       55
<PAGE>

(1)     Previously filed as an exhibit to Registration Statement 33-46290 on
        Form S-1 and incorporated herein by reference (the number given in
        parenthesis indicates the corresponding exhibit in such Form S-1).
(2)     Previously filed as an exhibit to Registrant's Annual Report on Form
        10-K for the fiscal year ended September 30, 1996 and incorporated
        herein by reference (the number given in parenthesis indicates the
        corresponding exhibit in such Form 10-K).
(3)     Previously filed as an exhibit to Registrant's Annual Report on Form
        10-K for the fiscal year ended September 30, 2000 and incorporated
        herein by reference (the number given in parenthesis indicates the
        corresponding exhibit in such Form 10-K).
(4)     Previously filed as an exhibit to Registrant's Current Report on Form
        8-K dated February 2, 2001 and incorporated herein by reference (the
        number in parenthesis indicates the corresponding exhibit in such Form
        8-K).
(5)     Previously filed as an exhibit to Registrant's Quarterly Report on Form
        10-Q for the quarter ended December 31, 2000 and incorporated herein by
        reference (the number given in parenthesis indicates the corresponding
        exhibit in such Form 10-Q).
(6)     Previously filed as an exhibit to Registrant's Quarterly Report on Form
        10-Q for the quarter ended March 31, 2001 and incorporated herein by
        reference (the number given in parenthesis indicates the corresponding
        exhibit in such Form 10-Q).
(7)     Previously filed as an exhibit to Registrant's Annual Report on Form
        10-K for the fiscal year ended September 30, 2001 and incorporated
        herein by reference (the number given in parenthesis indicates the
        corresponding exhibit in such Form 10-K).
(8)     Previously filed as an exhibit to Registrant's Quarterly Report on Form
        10-Q for the quarter ended March 31, 2002 and incorporated herein by
        reference (the number given in parenthesis indicates the corresponding
        exhibit in such Form 10-Q).
(9)     Previously filed as an exhibit to Registrant's Quarterly Report on Form
        10-Q for the quarter ended June 30, 2002 and incorporated herein by
        reference (the number given in parenthesis indicates the corresponding
        exhibit in such Form 10-Q).
(10)    Previously filed as an exhibit to Registrant's Quarterly Report on Form
        10-Q for the quarter ended March 31, 2003 and incorporated herein by
        reference (the number given in parenthesis indicates the corresponding
        exhibit in such Form 10-Q).
(11)    Previously filed as an exhibit to Registrant's Quarterly Report on Form
        10-Q for the quarter ended March 31, 2004 and incorporated herein by
        reference (the number given in parenthesis indicates the corresponding
        exhibit is such Form 10.Q).
(12)    Previously filed as an exhibit to Registrant's Current Report on Form
        8-K dated August 20, 2004 and incorporated herein by reference (the
        number in parenthesis indicates the corresponding exhibit in such Form
        8-K).








                                       56