SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                              DATATEC SYSTEMS, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                    Delaware
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)


                                   94-291423
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                      23 Madison Road, Fairfield, New Jersey      07004
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)   (Zip Code)

                             2000 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                                  Isaac J. Gaon
                             Chief Executive Officer
                              Datatec Systems, Inc.
                                 23 Madison Road
                          Fairfield, New Jersey 07004
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (973) 808-4000
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)



<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                                                   Proposed            Proposed
                Title Of                                                           Maximum             Maximum
               Securities                                 Amount                   Offering           Aggregate       Amount Of
                  To Be                                    To Be                  Price Per            Offering      Registration
               Registered                               Registered                  Share               Price            Fee

<S>                                               <C>                              <C>               <C>              <C>
Common Stock, $.001 par                           3,000,000 Shares(1)(2)           $3.61(2)          $10,830,000      $2,859.12
value per share, issuable
upon exercise of options
granted or to be granted
under the 2000 Stock
Option Plan
</TABLE>


(1)      Represents  shares of Common Stock issuable by the Registrant  pursuant
         to the 2000 Stock Option Plan.  Pursuant to Rule 416 promulgated  under
         the Securities  Act of 1933, as amended (the  "Securities  Act"),  this
         Registration  Statement also registers such number of additional shares
         of Common  Stock  that may be offered  or issued  pursuant  to the 2000
         Stock  Option Plan to prevent  dilution  resulting  from stock  splits,
         stock dividends or similar transactions.

(2)      Includes an aggregate of 1,035,000 shares with respect to which options
         were granted  under the 2000 Stock  Option Plan at an average  exercise
         price of $3.81 per share. An additional  approximately 1,965,000 shares
         of  Common  Stock may be  offered  under the 2000  Stock  Option  Plan.
         Pursuant  to Rule  457(g) and (h),  the  offering  price for the shares
         which  may be issued  under the 2000  Stock  Option  Plan is  estimated
         solely for the purpose of determining the registration fee and is based
         on the closing price of the Company's Common Stock of $3.50 as reported
         by the Nasdaq Stock Market on November 17, 2000.




                                       -2-

<PAGE>


                                EXPLANATORY NOTES

         Datatec  Systems,  Inc. (the "Company") has prepared this  Registration
Statement in accordance  with the  requirements of Form S-8 under the Securities
Act, to register shares of our common stock, $.001 par value per share, issuable
pursuant  to the 2000  Stock  Option  Plan (the "2000  Plan").  The 2000 Plan is
intended to replace all of the  Company's  existing  stock option  plans,  which
include (i) the 1990 Employee Stock Option Plan, (ii) the 1995 Directors  Option
Plan,  (iii) the 1996 Employee and  Consultant  Stock Option Plan,  and (iv) the
1996 Senior Executive Plan.

         This Form S-8 includes a Reoffer Prospectus prepared in accordance with
Part I of Form S-3 under the  Securities  Act.  The  Reoffer  Prospectus  may be
utilized for reofferings and resales of shares of Common Stock acquired pursuant
to the 2000 Plan. Some of these shares were previously registered.



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The Company will provide documents containing the information specified
in Part I of Form S-8 to  employees as  specified  by Rule  428(b)(1)  under the
Securities  Act.  Pursuant to the  instructions  to Form S-8, the Company is not
required to file these documents either as part of this  Registration  Statement
or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424 under the
Securities Act.






<PAGE>


                                   PROSPECTUS

                                2,529,880 SHARES
                              DATATEC SYSTEMS, INC.
                         Common Stock ($.001 par value)


         This  prospectus  relates to the reoffer and resale by certain  selling
stockholders  of  shares  of our  common  stock  that may be issued by us to the
selling  stockholders  upon the exercise of stock options granted under our 2000
Stock Option Plan. We previously  registered the offer and sale of the shares to
the selling  stockholders.  This Prospectus  also relates to certain  underlying
options that have not as of this date been granted. If and when such options are
granted to persons  required  to use the  prospectus  to reoffer  and resell the
shares underlying such options, we will distribute a prospectus supplement.  The
shares  are  being   reoffered  and  resold  for  the  account  of  the  selling
stockholders  and we will not receive any of the proceeds from the resale of the
shares.

         The  selling  stockholders  have  advised  us that the  resale of their
shares  may be  effected  from time to time in one or more  transactions  on the
Nasdaq Stock Market, in negotiated  transactions or otherwise,  at market prices
prevailing at the time of the sale or at prices otherwise negotiated.  See "Plan
of  Distribution."  We will bear all expenses in connection with the preparation
of this prospectus.

         Our common stock is listed on the Nasdaq Stock Market.  On November 17,
2000,  the closing price for the Common  Stock,  as reported by the Nasdaq Stock
Market, was $3.50.


--------------------------------------------------------------------------------
         This investment involves risk. See "Risk Factors" beginning at page 6.

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




NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.  THEY
HAVE NOT MADE, NOR WILL THEY MAKE, ANY DETERMINATION AS TO WHETHER ANYONE SHOULD
BUY THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                The date of this Prospectus is November 21, 2000.


                                       -2-

<PAGE>


                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange  Commission (the "SEC").  You
may read and  copy any  document  we file at the  SEC's  public  reference  room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. You
may obtain further  information on the operation of the public reference room by
calling the SEC at  1-800-SEC-0330.  Our SEC filings are also  available  to the
public over the  Internet at the SEC's web site at  http://www.sec.gov.  You may
also request  copies of such  documents,  upon payment of a duplicating  fee, by
writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.


                                       -3-

<PAGE>


                                TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION.........................................3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................5

RISK FACTORS................................................................6

THE COMPANY................................................................13

USE OF PROCEEDS............................................................13

SELLING STOCKHOLDERS.......................................................14

PLAN OF DISTRIBUTION.......................................................15

LEGAL MATTERS..............................................................17

EXPERTS  ..................................................................18

ADDITIONAL INFORMATION.....................................................18





                                       -4-

<PAGE>


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         Datatec Systems, Inc. has filed with the SEC, a registration  statement
on Form S-3 under the Securities  Act,  covering the securities  offered by this
prospectus. This prospectus does not contain all of the information that you can
find  in our  registration  statement  and  the  exhibits  to  the  registration
statement.

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be part of this prospectus,  and later  information filed with the
SEC will update and supersede this information.  We incorporate by reference the
documents  listed below and any future  filings made with the SEC under  Section
13(a),  13(c),  14, or 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act").

         (a)      Our Annual  Report on Form 10-K,  for the year ended April 30,
                  2000;

         (b)      Our  Quarterly  Report on Form 10-Q for the quarter ended July
                  31, 2000;

         (c)      The   description  of  our  common  stock   contained  in  our
                  registration   statement  on  Form  8-A  filed  May  2,  1996,
                  including  any  amendments or reports filed for the purpose of
                  updating such descriptions.

         You may  request a copy of these  filings,  at no cost,  by  writing or
telephoning us at Datatec Systems,  Inc., 23 Madison Road Fairfield,  New Jersey
07004, Attention: Chief Financial Officer, telephone (973) 808- 4000.




                                       -5-

<PAGE>


                                  RISK FACTORS

         The  purchase of our common stock  involves a high degree of risk.  You
should carefully  consider the following risk factors and the other  information
in this prospectus before deciding to invest in such common stock.

We Have Incurred Operating Losses in Our Business

         We have  incurred  net losses of  approximately  $924,000 for the three
months ended July 31, 2000,  $1,633,000 for the fiscal year ended April 30, 2000
and  $506,000  for the fiscal year ended  April 30,  1999.  We may not  generate
sufficient revenues to meet our expenses or to operate profitably in the future.

Our Liquidity is Limited

         As of July 31, 2000 we had cash and cash equivalents of $7,627,000.  In
addition,  although our working capital was approximately  $15.4 million at July
31, 2000,  $16.1 million at April 30, 2000,  and $2.3 million at April 30, 1999,
we have a history of limited working capital. We anticipate,  based on currently
proposed plans and  assumptions  relating to our  operations,  that our existing
capital   resources  will  be  sufficient  to  satisfy  our   anticipated   cash
requirements  for at least 12 months.  In the event that our plans change or our
assumptions  change  or  prove to be  inaccurate,  we will be  required  to seek
additional financing to finance our working capital  requirements.  There can be
no assurance that any additional financing, if required, will be available to us
on acceptable  terms,  if at all. On November 15, 2000, we secured a $21 million
financing arrangement with IBM Credit Corporation, replacing our existing credit
facility.  The new financing  arrangement provides for an increase of $5 million
in borrowing capacity at more favorable interest rates. As of November 16, 2000,
we had availability of approximately $8.6 million under the new facility.

We Have Risks Resulting From Significant Amounts of Debt

         As of July 31, 2000, we had  outstanding  debt of  approximately  $15.0
million.  Our level of debt and the limitations imposed on us by our existing or
future debt  agreements  could have important  consequences  on our business and
future prospects, including the following:

         o        We may not be able to obtain necessary financing in the future
                  for working capital, capital


                                       -6-

<PAGE>

                  expenditures, debt service requirements or other purposes.

         o        Our  less  leveraged  competitors  could  have  a  competitive
                  advantage  because  they have greater  flexibility  to utilize
                  their cash flow to improve their operations.

         o        We could be more  vulnerable in the event of a downturn in our
                  business  that would leave us less able to take  advantage  of
                  significant business  opportunities and to react to changes in
                  market or industry conditions.

Our Operating Results May Fluctuate

         Our quarterly  operating  results have varied in the past, and may vary
significantly in the future, depending on factors that include the following:

         o        market acceptance of new or enhanced versions of our services;

         o        changes in our  customer  mix and  changes in the level of our
                  operating expenses;

         o        the gain or loss of significant customers; and

         o        personnel  changes and economic  conditions  in general and in
                  the information technology industry in particular.

Any unfavorable  change in these or other factors could have a material  adverse
effect on our  operating  results  for a  particular  quarter.  Changes  in such
factors  also makes the  prediction  of revenue and results of  operations  on a
quarterly  basis  difficult,   and  performance   forecasts  derived  from  such
predictions unreliable.

         We  have   also   experienced   large   fluctuations   in  sales   from
quarter-to-quarter  due to  substantial  sales  to  customers  in the  retailing
industry.  Typically, these customers delay improvements and enhancements during
the fourth quarter of the calendar year to avoid costly interruptions during the
holiday  sales  season.  In addition,  a  substantial  portion of our  operating
expenses  are  related  to  personnel,  facilities,   inventory,  equipment  and
marketing  programs.  The level of spending for such expenses cannot be adjusted
quickly and is therefore fixed in the short term. The level of these expenses is
based, in significant part, on our expectations of future revenue on a quarterly
basis. If actual


                                       -7-

<PAGE>

revenue levels on a quarterly basis are below management's expectations, results
of operations are likely to be adversely affected because only a small amount of
our expenses varies with our revenue in the short term.

         We have also begun to receive  revenues  through the  operation  of our
subsidiary,  eDeploy.com.  As this subsidiary is in its development  stages, the
level of its revenues will remain uncertain for the foreseeable future.

We Face Certain Risks Associated with Large Projects

         Due to the nature and size of  implementation  projects that we are now
pursuing,  there is a longer lead time  between the  initiation  of  prospective
business  and the  consummation  of a  transaction,  if any. As such,  there are
likely to be substantial  fluctuations in sales volume from  month-to-month  and
quarter-to-quarter.  The  fluctuations  in our operating  results  increases our
risk of failure,  especially  given our present level of working  capital.  As a
result, if we experience lower than expected sales volume for an extended period
of time,  it may have a  material  adverse  effect  on our  business,  financial
condition and results of operations.

Our Business Is Very Competitive and Increased Competition Could
Have a Significant Impact On Our Earnings

         We compete  with a number of other  companies  involved  in the design,
configuration,  installation,  integration, deployment and servicing of computer
networking  technologies.  The market for such  services  is highly  fragmented,
intensely  competitive  and  rapidly  changing.  Some  of our  competitors  have
significantly  greater resources and better  brand-name  recognition than us. In
addition,  there are  relatively  low barriers to entry in these markets and new
competition may arise either from expansion by established companies or from new
emerging  companies.  Increased  competition  may result in  pressure  for price
reductions and related reductions in gross margins and market share. In addition
to direct  competition,  we face  indirect  competition  from our  existing  and
potential  future  customers,  many of which  internally  design,  integrate and
deploy their own technologies  for their particular  needs, and therefore may be
reluctant to use services  offered by  independent  providers such as us. We may
not be able to successfully compete against current and future competitors.

         The  following  are the  competitive  factors  that we believe  will be
significant on our ability to compete successfully:



                                       -8-

<PAGE>

         o        To achieve our goal of larger market  share,  we must continue
                  to  enhance  our  existing  services,  introduce  new  service
                  offerings,   recruit  and  train  additional   deployment  and
                  engineering  staff,  and recruit and train sales and marketing
                  professionals.

         o        We believe that our ability to increase profit margins depends
                  upon a number of factors  both within and beyond our  control,
                  including performance, price, quality and breadth of services.

         o        We  believe   that  our   ability  to   successfully   educate
                  prospective  customers as to the advantages of our services is
                  vital to the  recruitment of companies who internally  design,
                  integrate  and  deploy  their  own   technologies   for  their
                  particular needs.

We Depend on Strategic Alliances and Indirect Customers

         A major part of our growth  strategy is to market our  services in part
through indirect customers and strategic  alliances with systems  manufacturers,
systems   integrators,   independent   software   developers/distributors,   and
telecommunications   carriers,  that  utilize  our  services  to  provide  joint
solutions  to  customers.  For example,  we have  entered  into a  non-exclusive
agreement with Cisco Systems,  Inc., pursuant to which we have agreed to provide
implementation services to customers of Cisco. Cisco may terminate its agreement
with us at any time, with or without cause.  Termination of the Cisco agreement,
or any similar  agreement,  may have a material  adverse effect on our business,
financial  condition  and  results of  operations.  Because we utilize  and will
continue to utilize indirect customers and strategic  alliances as a significant
distribution  channel, we are subject to the risk that our indirect customers or
strategic  partners will  discontinue  or decrease their use of our services for
reasons  unrelated to the quality or price of, or demand for, our  services.  We
are also subject to the risk that the demand for  products and services  sold by
our indirect  customers or strategic  partners will decline,  which could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

We Depend on Certain Significant Customers

         During each of the past two fiscal years and through the first  quarter
of this past fiscal year, sales of our services to a limited number of customers
have  accounted  for a  substantial  percentage  of our total net sales.  Our 15
largest  customers  accounted  for  approximately  70% of our net  sales for the
quarter


                                       -9-

<PAGE>


ended July 31, 2000, approximately 57% of our total net sales for the year ended
April 30, 1999 and  approximately  73% of our total net sales for the year ended
April 30, 2000.  This  concentration  of  customers  can cause our net sales and
earnings to fluctuate from quarter-to-quarter,  based on the requirements of our
customers  and the timing of delivery of  services.  Although we believe we have
good  relationships  with our largest  customers and have in the past received a
substantial  portion of our  revenues  from  repeat  business  with  established
customers,  none  of  our  major  customers  have  any  obligation  to  purchase
additional  services.  Therefore,  we  cannot  assure  you that any of our major
customers will continue to purchase new services in amounts  similar to previous
years.  Although the  particular  customers  are likely to change from period to
period,  we believe  that large orders from a limited  number of customers  will
continue  to account  for a  substantial  portion of our  revenues in any fiscal
period.  In any period,  the  unexpected  loss of or decline in net sales from a
major  customer,  or the failure to  generate  significant  revenues  from other
customers,  could  have a material  adverse  effect on our  business,  financial
condition and results of operations.

Backlog is an Unreliable Measure of Future Sales

         From time to time,  we disclose an amount of backlog for our  services,
which typically  consists of purchase orders,  written agreements and other oral
agreements  with  customers  for which a customer has scheduled the provision of
services  within the next 12 months.  Orders included in backlog may be canceled
or  rescheduled by customers  without  penalty.  A variety of  conditions,  both
specific to the  individual  customer and  generally  affecting  the  customer's
industry,  may cause  customers  to  cancel,  reduce or delay  orders  that were
previously  made or  anticipated.  We cannot  assure the timely  replacement  of
canceled,  delayed or reduced  orders.  Significant  or numerous  cancellations,
reductions  or  delays  in  orders by a  customer  or group of  customers  could
materially  adversely  affect our business,  financial  condition and results of
operations.  Backlog should not be relied upon as indicative of our revenues for
any future period.

We Face Risks of Expansion

         Recently, we have expanded our operations through several acquisitions,
which has placed  significant  demands on our  administrative,  operational  and
financial  personnel and systems.  Additional  expansion may further  strain our
management, financial and other resources. Our systems, procedures, controls and
existing space may not be adequate to support  expansion of our operations.  Our
future operating results will substantially depend


                                      -10-

<PAGE>

on the ability of our officers and key  employees  to manage  changing  business
conditions and to implement and improve our  operational  and financial  control
and our reporting  systems.  If we are unable to respond to and manage  changing
business  conditions,  the  quality of our  services,  our ability to retain key
personnel  and the  results  of our  operations  could be  materially  adversely
affected.

We are Dependent on Certain Key Personnel

         Our  success  depends  in large part upon the  abilities  of our senior
management, including, Isaac Gaon, our Chairman of the Board and Chief Executive
Officer, and Robert Gadd, the Chief Technology Officer of eDeploy.com.  The loss
of the  services  of any of these  members  of senior  management  could  have a
material  adverse effect on our business.  We have an employment  agreement with
Mr.  Gaon which  expires on April 30,  2003.  The  employment  agreement  may be
terminated  by us for  cause or by the  employee  for good  reason.  Our  future
success and growth also depends on our ability to continue to attract,  motivate
and retain  highly  qualified  employees,  including  those with the  technical,
managerial,  sales and  marketing  expertise  necessary to operate our business.
Competition  for  personnel in the  configuration,  integration  and  deployment
services  industry  is  intense,  and we  cannot  assure  you  that  we  will be
successful in attracting and retaining such personnel.  Departures and additions
of key  personnel  may be  disruptive  to our business and could have a material
adverse effect on our business, financial condition and results of operations.

We Depend Upon Unionized Labor

         A  substantial  portion  of our  deployment  force  is  employed  under
contracts  with the  International  Brotherhood  of  Electrical  Workers and the
International  Brotherhood of Electrical Workers Local 1430  (collectively,  the
"IBEW"). Our union employees are responsible for the deployment of our services.
Any work  stoppages or other labor  disturbances  could have a material  adverse
effect on our business, financial condition and results of operations.



                                      -11-

<PAGE>

Our Products and Services Have Limited Proprietary Protection

         Most  of  our   intellectual   property   consists  of  proprietary  or
confidential  information  that is not  subject to patent  protection.  Existing
trade secret laws offer only limited protection. The steps that we have taken to
protect these proprietary rights may not be adequate to deter misappropriation.

         Although  we do not believe  that we are  infringing  the  intellectual
property  rights of others,  there can be no assurance that such claims will not
be  asserted.  Any such  litigation  could be  costly  and  divert  management's
attention, either of which could have a material adverse effect on our business,
financial  condition and results of operations.  Adverse  determinations in such
litigation  could result in the loss of our  proprietary  rights,  subject us to
significant  liabilities,  require us to seek  licenses  from  third  parties or
prevent us from  selling  our  services,  any one of which would have a material
adverse effect on our business, financial conditions and results of operations.

Our Common Stock Prices Are Volatile

         The market price of our common stock is very  volatile,  with per share
closing  bids  ranging  from  a  low  of  approximately  $2.875  to  a  high  of
approximately  $9.125  over the period from May 1, 1999 to  November  17,  2000.
Announcements by us or by our competitors of technological or other  innovations
for new commercial products or services developments concerning propriety rights
or  governmental  regulations,  changes in  financial  estimates  by  securities
analysts,  or general  conditions in the economy or the market for our services,
some of which may be unrelated to our  performance  and beyond our control,  may
have a  significant  effect  on our  business  and on the  market  price  of our
securities. Sales of a substantial number of shares by existing security holders
could also have an adverse  effect on the market  price of our  securities.  The
stocks of many technology  companies have  experienced  extreme price and volume
fluctuations unrelated to the operating performance of those companies.

Our Ability to Issue Preferred Stock Could Hurt Holders of Common Stock

         Our Certificate of  Incorporation  authorizes the issuance of a maximum
of 4,000,000 shares of preferred  stock.  While there are currently no shares of
preferred stock issued and outstanding,  if shares of preferred stock are issued
in the future,  the terms of a series of preferred stock may be set by our board
of directors without approval by our stockholders. Such terms could include,


                                      -12-

<PAGE>

among others,  preferences as to dividends,  distributions  on  liquidation  and
enhanced  voting  rights.  The rights of the holders of our common stock will be
subject to, and may be  adversely  affected by, the rights of the holders of any
preferred  stock that may be issued in the  future.  The ability of our board of
directors to issue preferred stock could have the effect of delaying,  deferring
or  preventing a change of control or the removal of existing  management.  As a
result,  it could  prevent our  stockholders  from being paid a premium over the
market value for their shares of common stock.

                                   THE COMPANY

         We are in the  business  of  providing  rapid and  accurate  technology
deployment  services and licensing  software  tools,  designed to accelerate the
delivery  of  complex  Information  Technology  (IT)  solutions  for  Technology
Providers and  Enterprises.  We market our services  primarily to large Original
Equipment  Manufacturers,  systems  integrators,  independent  software vendors,
telecommunications  carriers and service providers as well as to a select number
of Fortune  2000  customers  in the United  States and  Canada.  Our  deployment
services include the following: (i) the process of "customizing" internetworking
devices such as routers and switches,  and computing devices such as servers and
workstations  to meet the  specific  needs of the  user,  (ii)  the  process  of
integrating  these  hardware  devices  as well as  integrating  operational  and
application  software  on a  network  to  ensure  they are  compatible  with the
topology of the network and all legacy systems,  and (iii) the physical  process
of installing  technology on networks. We license our software tools through our
subsidiary,  eDeploy.com,  Inc., and have  established a new subsidiary,  Global
Integration Services, for our proposed entry into Europe.

         We are  incorporated  in Delaware and our stock is traded on the Nasdaq
National  Market  System  under the symbol  "DATC".  Our  executive  offices are
located at 23 Madison Road, Fairfield, New Jersey 07004. Our telephone number is
(973) 808-4000.


                                 USE OF PROCEEDS

         The shares of common stock offered hereby are being  registered for the
account of the selling stockholders identified in this prospectus.  See "Selling
Stockholders." All net proceeds from the sale of the common stock will go to the
stockholders  who offer and sell their  shares.  We will not receive any part of
the proceeds from such sales of common stock. We will, however, receive


                                      -13-

<PAGE>


proceeds  from the exercise of the options at the time of their  exercise.  Such
proceeds  will be  contributed  to working  capital and will be used for general
corporate purposes.


                              SELLING STOCKHOLDERS

         This  Prospectus   relates  to  the  offer  and  sale  by  the  Selling
Stockholders  of up to  2,529,880  Shares  issued  under the Plan to the Selling
Stockholders.  This  Prospectus  also  relates to such  indeterminate  number of
additional  shares  of  Common  stock  that  may  be  acquired  by  the  Selling
Stockholders as a result of the antidilution provisions of the Plan.

         Information  regarding the identity of additional Selling  Stockholders
and certain  other  information  relating to such Selling  Stockholders  will be
provided by supplement to this Prospectus.

         The following table sets forth (i) the number of shares of Common Stock
owned by each Selling Stockholder at November 21 2000, (ii) the number of Shares
to be offered for resale by each  Selling  Stockholder  and (iii) the number and
percentage  of  shares of Common  Stock to be held by each  Selling  Stockholder
after completion of the offering.

<TABLE>
<CAPTION>

                                              Number of           Maximum
                                              Shares of          Number of
                                             Common Stock        Shares to
                                             Beneficially           be                         Shares
                                             Owned Prior          Offered                   Beneficially
                                                  to                for                     Owned After
              Name and Address                Offering(1)         Resale                    Offering(2)
              ----------------                -----------         ------                    -----------
                                                                                      Number       Percent
                                                                                      ------       -------
<S>                                           <C>                  <C>                <C>            <C>
Isaac Gaon(3)                                 1,648,924(4)         1,873,880            8,378          *
Thomas Berry(5)                                  80,000(6)           120,000                0         0%
Robert H. Friedman(7)                            90,146(8)           120,000           10,146          *
Frank Brosens(9)                                420,873(10)           48,000          412,873        1.2%
David Milch(11)                                 749,505(12)          320,000          469,505        1.4%
William J. Adams, Jr.(13)                         8,000(14)           24,000                0         0%
Kevin S. Moore (15)                              15,000(16)           24,000            7,000          *
</TABLE>
----------------------------
*     Less than one percent.


                                      -14-

<PAGE>


(1)      The  calculation  of  shares  of common  stock  beneficially  owned was
         determined in accordance with Rule 13d-3 of the Exchange Act.
(2)      Assumes that all common stock  offered by the selling  stockholders  is
         sold.
(3)      Mr.  Gaon has been  Chairman  of the Board  since  December  1997 and a
         Director since 1992.
(4)      Mr. Gaon owns 8,378  shares of Common Stock and has options to purchase
         1,640,546  additional  shares of  Common  Stock  which are  exercisable
         within 60 days of November 21, 2000.
(5)      Mr. Berry has been a Director of the Company since July 1995.
(6)      Mr. Berry owns options to purchase  80,000 shares of Common Stock which
         are exercisable within 60 days of November 21, 2000.
(7)      Mr. Friedman has been a Director of the Company since August 1994.
(8)      Mr.  Friedman  owns  10,146  shares of Common  Stock and has options to
         purchase 80,000 additional shares of Common Stock which are exercisable
         within 60 days of November 21, 2000.
(9)      Mr. Brosens has been a Director of the Company since November 1998.
(10)     Mr.  Brosens  owns  62,873  shares of Common  Stock,  has  warrants  to
         purchase   350,000   additional   shares  of  Common  Stock  which  are
         exercisable  within 60 days of November  21,  2000,  and has options to
         purchase 8,000 additional  shares of Common Stock which are exercisable
         within 60 days of November 21, 2000.
(11)     Mr. Milch has been a Director of the Company since October 1996.
(12)     Mr.  Milch  owns  469,505  shares of Common  Stock and has  options  to
         purchase 72,000 additional shares of Common Stock which are exercisable
         within 60 days of November 21, 2000.
(13)     Mr. Adams has been a Director of the Company since April 2000.
(14)     Mr. Adams owns  options to purchase  8,000 shares of Common Stock which
         are exercisable within 60 days of November 21, 2000.
(15)     Mr. Moore has been a Director of the Company since June 2000.
(16)     Mr. Moore owns 7,000 shares of Common Stock and has options to purchase
         8,000 additional shares of Common Stock which are exercisable within 60
         days of November 21, 2000.

         Our  registration  of the shares  included in this  prospectus does not
necessarily  mean  that  the  selling  stockholders  will opt to sell any of the
shares offered  hereby.  The shares covered by this  prospectus may be sold from
time to time by the selling  stockholders so long as this prospectus  remains in
effect;  provided,  however, that the selling stockholders are first required to
contact us to confirm that this prospectus is in effect.


                              PLAN OF DISTRIBUTION

         This  offering  is  self-underwritten;   neither  we  nor  the  selling
stockholders  have employed an  underwriter  for the sale of common stock by the
selling stockholders. We will bear all expenses in connection


                                      -15-

<PAGE>

with the preparation of this Prospectus.  The selling stockholders will bear all
expenses associated with the sale of the common stock.

         The  selling  stockholders  may offer  their  shares  of  common  stock
directly  or  through  pledgees,  donees,  transferees  or other  successors  in
interest in one or more of the following transactions:

         o        On any stock exchange on which the shares of common stock may
                  be listed at the time of sale
         o        In negotiated transactions
         o        In the over-the-counter market
         o        In a combination of any of the above transactions

         The selling  stockholders may offer their shares of common stock at any
of the following prices:

         o        Fixed prices which may be changed
         o        Market prices prevailing at the time of sale
         o        Prices related to such prevailing market prices
         o        At negotiated prices

         The selling stockholders may effect such transactions by selling shares
to  or  through   broker-dealers,   and  all  such  broker-dealers  may  receive
compensation  in the form of discounts,  concessions,  or  commissions  from the
selling  stockholders  and/or the  purchasers of shares of common stock for whom
such  broker-dealers  may act as agents or to whom they sell as  principals,  or
both (which compensation as to a particular  broker-dealer might be in excess of
customary commissions).

         Any broker-dealer  acquiring common stock from the selling stockholders
may sell the shares either  directly,  in its normal  market-making  activities,
through or to other brokers on a principal or agency basis or to its  customers.
Any such sales may be at prices then prevailing on the Nasdaq Stock Market or at
prices related to such prevailing  market prices or at negotiated  prices to its
customers or a combination  of such methods.  The selling  stockholders  and any
broker-dealers  that  act in  connection  with  the  sale  of the  common  stock
hereunder  might be deemed to be  "underwriters"  within the  meaning of Section
2(11) of the Securities Act; any commissions  received by them and any profit on
the resale of shares as principal might be deemed to be  underwriting  discounts
and commissions under the Securities Act. Any such commissions, as well as other
expenses incurred by the selling stockholders and applicable transfer taxes, are
payable by the selling stockholders.

         The selling stockholders reserve the right to accept, and together with
any agent of the selling stockholder, to reject in whole or in part any proposed
purchase of the shares of common stock. The selling


                                      -16-

<PAGE>


stockholders  will pay any  sales  commissions  or other  seller's  compensation
applicable to such transactions.

         We have not  registered or qualified  offers and sales of shares of the
common stock under the laws of any  country,  other than the United  States.  To
comply  with  certain  states'  securities  laws,  if  applicable,  the  selling
stockholders  will  offer  and  sell  their  shares  of  common  stock  in  such
jurisdictions  only  through  registered  or  licensed  brokers or  dealers.  In
addition,  in certain  states  the  selling  stockholders  may not offer or sell
shares of common stock unless we have  registered  or qualified  such shares for
sale in such  states  or we have  complied  with  an  available  exemption  from
registration or qualification.

         The selling  stockholders  have  represented to us that any purchase or
sale of shares of common stock by them will comply with Regulation M promulgated
under the Exchange  Act. In general,  Rule 102 under  Regulation M prohibits any
person connected with a distribution of our common stock (a "Distribution") from
directly or indirectly bidding for, or purchasing for any account in which he or
she has a beneficial interest,  any of our common stock or any right to purchase
our common stock,  for a period of one business day before and after  completion
of his or her participation in the distribution (we refer to that time period as
the "Distribution Period").

         During the Distribution  Period,  Rule 104 under Regulation M prohibits
the selling  stockholders and any other persons engaged in the Distribution from
engaging in any  stabilizing  bid or purchasing  our common stock except for the
purpose of  preventing  or  retarding a decline in the open market  price of our
common  stock.  No  such  person  may  effect  any  stabilizing  transaction  to
facilitate any offering at the market. Inasmuch as the selling stockholders will
be reoffering  and reselling our common stock at the market,  Rule 104 prohibits
them from effecting any  stabilizing  transaction in  contravention  of Rule 104
with respect to our common stock.

         There can be no assurance that the selling  stockholders  will sell any
or all of the shares offered by them hereunder or otherwise.


                                  LEGAL MATTERS

         The legality of the  securities  offered hereby will be passed upon for
us by Olshan  Grundman  Frome  Rosenzweig & Wolosky LLP, New York, New York. Mr.
Robert Friedman,  a partner of Olshan Grundman Frome Rosenzweig & Wolosky LLP, a
director  of the  Company,  holds  shares of Common  Stock and has been  granted
options to purchase additional shares of Common Stock.  Certain other members of
such firm hold shares of Common Stock.


                                      -17-

<PAGE>


                                     EXPERTS

         The consolidated financial statements incorporated by reference in this
prospectus  and  elsewhere in the  registration  statement  have been audited by
Arthur  Andersen  LLP,  independent  public  accountants,  as indicated in their
report with  respect  thereto,  and are  included  herein in  reliance  upon the
authority of said firm as experts in giving said report.

                             ADDITIONAL INFORMATION

         We have filed with the SEC a  Registration  Statement on Form S-8 under
the  Securities  Act with  respect to the Shares  offered  hereby.  For  further
information  with  respect to the Company  and the  securities  offered  hereby,
reference is made to the Registration  Statement.  Statements  contained in this
Prospectus  as to the  contents  of any  contract  or  other  document  are  not
necessarily  complete,  and in each  instance,  reference is made to the copy of
such  contract or document  filed as an exhibit to the  Registration  Statement,
each such statement being qualified in all respects by such reference


                                      -18-

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation of Documents By Reference

                  The following  documents filed by Datatec  Systems,  Inc. (the
"Company") with the Securities and Exchange  Commission are incorporated  herein
by reference:

                  1. The  Company's  Annual  Report on Form 10-K for the  fiscal
year ended April 30, 2000.

                  2. The Company's Quarterly Report on Form 10-Q for the quarter
ended July 31, 2000.

                  3. The  description of the Company's  Common Stock,  $.001 par
value (the "Common Stock"), in the Company's  Registration Statement on Form 8-A
filed May 2, 1996.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act"),  after the effective date of this  registration  statement and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered hereunder have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and to be a part hereof from the date of filing of such documents.

                  Any statement  contained in a document  incorporated or deemed
to be  incorporated  by  reference  into  this  Prospectus  will be deemed to be
modified or  superseded  for  purposes of this  Prospectus  to the extent that a
statement  contained in this Prospectus or any other subsequently filed document
which  also  is,  or is  deemed  to be,  incorporated  by  reference  into  this
Prospectus modifies or supersedes that statement. Any such statement so modified
or  superseded  shall not be deemed,  except as so  modified or  superseded,  to
constitute a part of this Prospectus.

Item 4.           Description of Securities

                  Not applicable.



                                      II-1

<PAGE>


Item 5.           Interest of Named Experts and Counsel

         Robert  Friedman,  a partner  of Olshan  Grundman  Frome  Rosenzweig  &
Wolosky LLP, is a director of the Company,  holds shares of Common Stock and has
been granted  options to purchase  additional  shares of Common  Stock.  Certain
other members of such firm hold shares of Common Stock.

Item 6.           Indemnification of Directors and Officers

         Article  6  of  the  Company's  By-laws  authorize  indemnification  of
directors and officers as follows:

         The corporation  shall, to the fullest extent  permitted by Section 145
of the General  Corporation Law of Delaware,  as that Section may be amended and
supplemented from time to time, indemnify any director, officer or trustee which
it shall  have  power to  indemnify  under the  Section  against  any  expenses,
liabilities  or other  matters  referred to in or covered by that  Section.  The
indemnification  provided for in this Article (i) shall not be deemed  exclusive
of any other rights to which those indemnified may be entitled under any by-law,
agreement or vote on stockholders or disinterested directors or otherwise,  both
as to action in their official  capacities and as to action in another  capacity
while holding such office,  (ii) shall continue as to a person who has ceased to
be a  director,  officer or trustee  and (iii) shall inure to the benefit of the
heirs,  executors  and  administrators  of  such  a  person.  The  corporation's
obligation to provide  indemnification under this Article shall be offset to the
extent  of any other  source  of  indemnification  or any  otherwise  applicable
insurance  coverage  under a policy  maintained by the  corporation or any other
person.

         Expenses incurred by a director of the Corporation in defending a civil
or criminal action, suit or proceeding by reason of the fact that he is or was a
director of the  Corporation (or was serving at the  Corporation's  request as a
director or officer of another  corporation) shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an  undertaking  by or on behalf of such  director to repay such amount if it
shall  ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized by relevant sections of the General Corporation Law of
Delaware.

         To assure  indemnification  under this  Article of all such persons who
are  determined  by  the  corporation  or  otherwise  to  be  or  to  have  been
"fiduciaries"  of any employee  benefit plan of the Corporation  which may exist
from time to time, such Section 145 shall, for the purposes of this Article,  be
interpreted as follows: an "other enterprise" shall be


                                      II-2

<PAGE>

deemed to include such an employee benefit plan, including,  without limitation,
any plan of the  Corporation  which is governed by the Act of Congress  entitled
"Employee Retirement Income Security Act of 1974," as amended from time to time;
the Corporation  shall be deemed to have requested a person to serve an employee
benefit  plan  where  the  performance  by  such  person  of his  duties  to the
corporation  also  imposes  duties on, or otherwise  involves  services by, such
person to the plan or participants or  beneficiaries  of the plan;  excise taxes
assessed on a person with respect to an employee  benefit plan  pursuant to such
Act of Congress shall be deemed "fines"; and action taken or omitted by a person
with respect to an employee  benefit plan in the  performance  of such  person's
duties for a purpose reasonably believed by such person to be in the interest of
the  participants  and  beneficiaries  of the plan  shall be  deemed to be for a
purpose which is not opposed to the best interests of the corporation.

         Section  145  of the  Delaware  General  Corporation  Law  provides  as
follows:

                  "(a) A  corporation  may  indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action,  suit  or  proceeding,   whether  civil,   criminal,
         administrative  or investigative  (other than action by or in the right
         of the corporation) by reason of the fact that he is or was a director,
         officer, employee or agent of the corporation,  or is or was serving at
         the  request of the  corporation  as a director,  officer,  employee or
         agent of another  corporation,  partnership,  joint  venture,  trust or
         other  enterprise,   against  expenses  (including   attorneys'  fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him in connection  with such action,  suit or proceeding if
         he acted in good faith and in a manner he reasonably  believed to be in
         or not opposed to the best  interests  of the  corporation,  and,  with
         respect to any criminal action or proceeding,  had no reasonable  cause
         to believe his conduct was  unlawful.  The  termination  of any action,
         suit or proceeding by judgment, order, settlement, conviction or upon a
         plea of nolo contendere or its equivalent, shall not, of itself, create
         a presumption that the person did not act in good faith and in a manner
         which  he  reasonably  believed  to be in or not  opposed  to the  best
         interests of the corporation,  and, with respect to any criminal action
         or  proceeding,  had  reasonable  cause to believe that his conduct was
         unlawful.

                  (b) A  corporation  may  indemnify  any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action  or suit by or in the  right  of the  corporation  to
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of


                                      II-3

<PAGE>


         the corporation, or is or was serving at the request of the corporation
         as a  director,  officer,  employee  or agent of  another  corporation,
         partnership,  joint venture, trust or other enterprise against expenses
         (including  attorneys' fees) actually and reasonably incurred by him in
         connection  with the defense or settlement of such action or suit if he
         acted in good faith and in a manner he reasonably  believed to be in or
         not opposed to the best interests of the corporation and except that no
         indemnification  shall be made in respect of any claim, issue or matter
         as to which such  person  shall have been  adjudged to be liable to the
         corporation unless and only to the extent that the Court of Chancery or
         the court in which such action or suit was brought shall determine upon
         application that,  despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.

                  (c) To the extent that a director,  officer, employee or agent
         of a  corporation  has been  successful  on the merits or  otherwise in
         defense of any action,  suit or proceeding  referred to in  subsections
         (a) and (b) of this  section,  or in  defense  of any  claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer,  employee or agent is proper
         in the  circumstances  because he has met the  applicable  standard  of
         conduct  set forth in  subsections  (a) and (b) of this  section.  Such
         determination shall be made (1) by the board of directors by a majority
         vote of a quorum  consisting  of directors who were not parties to such
         action, suit or proceeding,  or (2) if such a quorum is not obtainable,
         or, even if obtainable a quorum of disinterested  directors so directs,
         by  independent  legal  counsel  in a  written  opinion  or  (3) by the
         stockholders.

                  (e) Expenses incurred by an officer or director in defending a
         civil  or  criminal  action,  suit  or  proceeding  may be  paid by the
         corporation in advance of the final disposition of such action, suit or
         proceeding  upon  receipt  of an  undertaking  by or on  behalf of such
         director  or  officer to repay such  amount if it shall  ultimately  be
         determined that he is not entitled to be indemnified by the corporation
         as  authorized  in  this  section.  Such  expenses  incurred  by  other
         employees and agents may be so paid upon such


                                      II-4

<PAGE>


         terms  and  conditions,  if  any,  as  the  board  of  directors  deems
         appropriate.

                  (f) The  indemnification  and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed  exclusive  of any other  rights to which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw,  agreement,  vote of stockholders or disinterested  directors or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office.

                  (g) A  corporation  shall have power to purchase  and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee  or  agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under this section.

                  (h)  For  purposes  of  this   section,   references  to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same  position  under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent  corporation if its separate  existence had
         continued.

                  (i)  For  purposes  of  this  section,  references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  any  employee  benefit  plan,  its  participants  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in  the  interest  of the  participant  and
         beneficiaries of an employee benefit plan shall be


                                      II-5

<PAGE>


         deemed to have acted in a manner "not opposed to the best  interests of
         the corporation" as referred to in this section.

                  (j) The  indemnification  and advancement of expenses provided
         by, or granted  pursuant  to,  this  section  shall,  unless  otherwise
         provided when  authorized or ratified,  continue as to a person who has
         ceased to be a director,  officer, employee or agent and shall inure to
         the  benefit  of the  heirs,  executors  and  administrators  of such a
         person.

                  (k) The Court of  Chancery  is hereby  vested  with  exclusive
         jurisdiction  to hear and  determine  all  actions for  advancement  of
         expenses or  indemnification  brought  under this  section or under any
         bylaw, agreement,  vote of stockholders or disinterested  directors, or
         otherwise.   The  Court  of   Chancery   may   summarily   determine  a
         corporation's  obligation  to advance  expenses  (including  attorneys'
         fees)."

         The Company  maintains a directors  and officers  insurance and company
reimbursement   policy.  The  policy  insures  directors  and  officers  against
unindemnified  loss arising from certain  wrongful acts in their  capacities and
reimburses  the  Company  for such  loss for  which  the  Company  has  lawfully
indemnified the directors and officers.  The policy contains various exclusions,
none of which relate to the offering hereunder.

         The Company has entered into indemnity agreements with each officer and
director of the  Company.  The  contracts  provide for  indemnification  of such
persons against expenses, liabilities and losses.

Item 7.           Exemption From Registration Claimed

                  Not Applicable.



                                      II-6

<PAGE>



Item 8.           Exhibits

                  Exhibit Index

Exhibit

4.1               Specimen Common Stock  Certificate,  incorporated by reference
                  to the Company's registration statement on Form S-8 filed with
                  the Commission on March 27, 1998.

*5.1              Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

10.1              2000 Stock  Option  Plan,  incorporated  by  reference  to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  April 30, 2000.

*23.1             Consent of Arthur Andersen LLP.

*23.2             Consent of Olshan  Grundman  Frome  Rosenzweig  & Wolosky  LLP
                  (included in Exhibit 5.1).

*24.1             Power of  Attorney  (included  on the  signature  page of this
                  Registration Statement).

--------------------
*        Filed herewith



                                      II-7

<PAGE>


Item 9.           Undertakings

         The undersigned registrant hereby undertakes:

         a. To file,  during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                           (i)     To include any prospectus required by Section
                                   10(a)(3) of the  Securities  Act of 1933,  as
                                   amended (the "Securities Act");

                           (ii)    To  reflect  in the  prospectus  any facts or
                                   events  arising after the  effective  date of
                                   the  Registration   Statement  (or  the  most
                                   recent   post-effective   amendment  thereof)
                                   which,  individually  or  in  the  aggregate,
                                   represent   a   fundamental   change  in  the
                                   information  set  forth  in the  Registration
                                   Statement;

                           (iii)   To  include  any  material  information  with
                                   respect  to  the  plan  of  distribution  not
                                   previously   disclosed  in  the  Registration
                                   Statement  or any  material  change  to  such
                                   information in the Registration Statement;

                           provided, however, that paragraphs (i) and (ii) above
                           do  not  apply  if  the  information  required  to be
                           included  in  a  post-effective  amendment  by  those
                           paragraphs is contained in periodic  reports filed by
                           the registrant pursuant to Section 13 or 15(d) of the
                           Exchange  Act that are  incorporated  by reference in
                           the Registration Statement;

         b.  That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         c. To remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable,


                                      II-8

<PAGE>


each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
each such  liabilities  (other  than the payment by the  registrant  of expenses
incurred or paid by a trustee,  officer or controlling  person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee,  officer or controlling  person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      II-9

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized  in the City of Fairfield,  State of New Jersey,  on this 21st day of
November, 2000.

                                           DATATEC SYSTEMS, INC.
                                                (Registrant)

                                           By: /s/ Isaac J. Gaon
                                               ---------------------------------
                                                   Isaac J. Gaon
                                                   Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Isaac J.  Gaon  his true and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same with all exhibits thereto,  and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that  said  attorney-in-fact  and  agent or his  substitute  may
lawfully do or cause to be done by virtue thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

                    Signature                               Title                               Date
                    ---------                               -----                               ----
<S>                                                <C>                                     <C>
/s/ Isaac J. Gaon                                  Chairman of the Board,                  November 21, 2000
-----------------------------------                Chief Executive Officer,
Isaac J. Gaon                                      and Chief Financial
                                                   Officer (principal
                                                   executive and financial
                                                   officer)

/s/ Thomas Berry                                   Director                                November 21, 2000
-----------------------------------
Thomas Berry

/s/ Robert H. Friedman                             Director                                November 21, 2000
-----------------------------------
Robert H. Friedman

/s/ Frank Brosens                                  Director                                November 21, 2000
-----------------------------------
Frank Brosens

/s/ David Milch                                    Director                                November 21, 2000
-----------------------------------
David Milch

/s/ William J. Adams, Jr.                          Director                                November 21, 2000
-----------------------------------
William J. Adams, Jr.

/s/ Kevin S. Moore                                 Director                                November 21, 2000
-----------------------------------
Kevin S. Moore

</TABLE>



                                      II-10
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8", "secsgml_size_bytes": 71395}]
{"company-data": {"conformed-name": "DATATEC SYSTEMS INC", "cik": "0000768119", "assigned-sic": "7373", "irs-number": "942914253", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50424", "film-number": "774669"}, "business-address": {"street1": "23 MADISON RD", "city": "FAIRFIELD", "state": "NJ", "zip": "07004", "phone": "9738084000"}, "mail-address": {"street1": "20 C COMMERCE WAY", "city": "TOTOWA", "state": "NJ", "zip": "07512"}, "former-company": {"former-conformed-name": "GLASGAL COMMUNICATIONS INC", "date-changed": "19960123"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              DATATEC SYSTEMS, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   94-291423
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                      23 Madison Road, Fairfield, New Jersey      07004
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)   (Zip Code)

                             2000 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                                  Isaac J. Gaon
                             Chief Executive Officer
                              Datatec Systems, Inc.
                                 23 Madison Road
                          Fairfield, New Jersey 07004
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (973) 808-4000
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed            Proposed
                Title Of                                                           Maximum             Maximum
               Securities                                 Amount                   Offering           Aggregate       Amount Of
                  To Be                                    To Be                  Price Per            Offering      Registration
               Registered                               Registered                  Share               Price            Fee
Common Stock, $.001 par                           3,000,000 Shares(1)(2)           $3.61(2)          $10,830,000      $2,859.12
value per share, issuable
upon exercise of options
granted or to be granted
under the 2000 Stock
Option Plan
(1)      Represents  shares of Common Stock issuable by the Registrant  pursuant
         to the 2000 Stock Option Plan.  Pursuant to Rule 416 promulgated  under
         the Securities  Act of 1933, as amended (the  "Securities  Act"),  this
         Registration  Statement also registers such number of additional shares
         of Common  Stock  that may be offered  or issued  pursuant  to the 2000
         Stock  Option Plan to prevent  dilution  resulting  from stock  splits,
         stock dividends or similar transactions.

(2)      Includes an aggregate of 1,035,000 shares with respect to which options
         were granted  under the 2000 Stock  Option Plan at an average  exercise
         price of $3.81 per share. An additional  approximately 1,965,000 shares
         of  Common  Stock may be  offered  under the 2000  Stock  Option  Plan.
         Pursuant  to Rule  457(g) and (h),  the  offering  price for the shares
         which  may be issued  under the 2000  Stock  Option  Plan is  estimated
         solely for the purpose of determining the registration fee and is based
         on the closing price of the Company's Common Stock of $3.50 as reported
         by the Nasdaq Stock Market on November 17, 2000.

                                       -2-
EXPLANATORY NOTES

         Datatec  Systems,  Inc. (the "Company") has prepared this  Registration
Statement in accordance  with the  requirements of Form S-8 under the Securities
Act, to register shares of our common stock, $.001 par value per share, issuable
pursuant  to the 2000  Stock  Option  Plan (the "2000  Plan").  The 2000 Plan is
intended to replace all of the  Company's  existing  stock option  plans,  which
include (i) the 1990 Employee Stock Option Plan, (ii) the 1995 Directors  Option
Plan,  (iii) the 1996 Employee and  Consultant  Stock Option Plan,  and (iv) the
1996 Senior Executive Plan.

         This Form S-8 includes a Reoffer Prospectus prepared in accordance with
Part I of Form S-3 under the  Securities  Act.  The  Reoffer  Prospectus  may be
utilized for reofferings and resales of shares of Common Stock acquired pursuant
to the 2000 Plan. Some of these shares were previously registered.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The Company will provide documents containing the information specified
in Part I of Form S-8 to  employees as  specified  by Rule  428(b)(1)  under the
Securities  Act.  Pursuant to the  instructions  to Form S-8, the Company is not
required to file these documents either as part of this  Registration  Statement
or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424 under the
Securities Act.
PROSPECTUS

                                2,529,880 SHARES
                              DATATEC SYSTEMS, INC.
                         Common Stock ($.001 par value)

         This  prospectus  relates to the reoffer and resale by certain  selling
stockholders  of  shares  of our  common  stock  that may be issued by us to the
selling  stockholders  upon the exercise of stock options granted under our 2000
Stock Option Plan. We previously  registered the offer and sale of the shares to
the selling  stockholders.  This Prospectus  also relates to certain  underlying
options that have not as of this date been granted. If and when such options are
granted to persons  required  to use the  prospectus  to reoffer  and resell the
shares underlying such options, we will distribute a prospectus supplement.  The
shares  are  being   reoffered  and  resold  for  the  account  of  the  selling
stockholders  and we will not receive any of the proceeds from the resale of the
shares.

         The  selling  stockholders  have  advised  us that the  resale of their
shares  may be  effected  from time to time in one or more  transactions  on the
Nasdaq Stock Market, in negotiated  transactions or otherwise,  at market prices
prevailing at the time of the sale or at prices otherwise negotiated.  See "Plan
of  Distribution."  We will bear all expenses in connection with the preparation
of this prospectus.

         Our common stock is listed on the Nasdaq Stock Market.  On November 17,
2000,  the closing price for the Common  Stock,  as reported by the Nasdaq Stock
Market, was $3.50.

--------------------------------------------------------------------------------
         This investment involves risk. See "Risk Factors" beginning at page 6.

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

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.  THEY
HAVE NOT MADE, NOR WILL THEY MAKE, ANY DETERMINATION AS TO WHETHER ANYONE SHOULD
BUY THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this Prospectus is November 21, 2000.

                                       -2-
WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange  Commission (the "SEC").  You
may read and  copy any  document  we file at the  SEC's  public  reference  room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. You
may obtain further  information on the operation of the public reference room by
calling the SEC at  1-800-SEC-0330.  Our SEC filings are also  available  to the
public over the  Internet at the SEC's web site at  http://www.sec.gov.  You may
also request  copies of such  documents,  upon payment of a duplicating  fee, by
writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.

                                       -3-
TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION.........................................3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................5

RISK FACTORS................................................................6

THE COMPANY................................................................13

USE OF PROCEEDS............................................................13

SELLING STOCKHOLDERS.......................................................14

PLAN OF DISTRIBUTION.......................................................15

LEGAL MATTERS..............................................................17

EXPERTS  ..................................................................18

ADDITIONAL INFORMATION.....................................................18

                                       -4-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         Datatec Systems, Inc. has filed with the SEC, a registration  statement
on Form S-3 under the Securities  Act,  covering the securities  offered by this
prospectus. This prospectus does not contain all of the information that you can
find  in our  registration  statement  and  the  exhibits  to  the  registration
statement.

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be part of this prospectus,  and later  information filed with the
SEC will update and supersede this information.  We incorporate by reference the
documents  listed below and any future  filings made with the SEC under  Section
13(a),  13(c),  14, or 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act").

         (a)      Our Annual  Report on Form 10-K,  for the year ended April 30,
                  2000;

         (b)      Our  Quarterly  Report on Form 10-Q for the quarter ended July
                  31, 2000;

         (c)      The   description  of  our  common  stock   contained  in  our
                  registration   statement  on  Form  8-A  filed  May  2,  1996,
                  including  any  amendments or reports filed for the purpose of
                  updating such descriptions.

         You may  request a copy of these  filings,  at no cost,  by  writing or
telephoning us at Datatec Systems,  Inc., 23 Madison Road Fairfield,  New Jersey
07004, Attention: Chief Financial Officer, telephone (973) 808- 4000.

                                       -5-
RISK FACTORS

         The  purchase of our common stock  involves a high degree of risk.  You
should carefully  consider the following risk factors and the other  information
in this prospectus before deciding to invest in such common stock.

We Have Incurred Operating Losses in Our Business

         We have  incurred  net losses of  approximately  $924,000 for the three
months ended July 31, 2000,  $1,633,000 for the fiscal year ended April 30, 2000
and  $506,000  for the fiscal year ended  April 30,  1999.  We may not  generate
sufficient revenues to meet our expenses or to operate profitably in the future.

Our Liquidity is Limited

         As of July 31, 2000 we had cash and cash equivalents of $7,627,000.  In
addition,  although our working capital was approximately  $15.4 million at July
31, 2000,  $16.1 million at April 30, 2000,  and $2.3 million at April 30, 1999,
we have a history of limited working capital. We anticipate,  based on currently
proposed plans and  assumptions  relating to our  operations,  that our existing
capital   resources  will  be  sufficient  to  satisfy  our   anticipated   cash
requirements  for at least 12 months.  In the event that our plans change or our
assumptions  change  or  prove to be  inaccurate,  we will be  required  to seek
additional financing to finance our working capital  requirements.  There can be
no assurance that any additional financing, if required, will be available to us
on acceptable  terms,  if at all. On November 15, 2000, we secured a $21 million
financing arrangement with IBM Credit Corporation, replacing our existing credit
facility.  The new financing  arrangement provides for an increase of $5 million
in borrowing capacity at more favorable interest rates. As of November 16, 2000,
we had availability of approximately $8.6 million under the new facility.

We Have Risks Resulting From Significant Amounts of Debt

         As of July 31, 2000, we had  outstanding  debt of  approximately  $15.0
million.  Our level of debt and the limitations imposed on us by our existing or
future debt  agreements  could have important  consequences  on our business and
future prospects, including the following:

         o        We may not be able to obtain necessary financing in the future
                  for working capital, capital

                                       -6-
expenditures, debt service requirements or other purposes.

         o        Our  less  leveraged  competitors  could  have  a  competitive
                  advantage  because  they have greater  flexibility  to utilize
                  their cash flow to improve their operations.

         o        We could be more  vulnerable in the event of a downturn in our
                  business  that would leave us less able to take  advantage  of
                  significant business  opportunities and to react to changes in
                  market or industry conditions.

Our Operating Results May Fluctuate

         Our quarterly  operating  results have varied in the past, and may vary
significantly in the future, depending on factors that include the following:

         o        market acceptance of new or enhanced versions of our services;

         o        changes in our  customer  mix and  changes in the level of our
                  operating expenses;

         o        the gain or loss of significant customers; and

         o        personnel  changes and economic  conditions  in general and in
                  the information technology industry in particular.

Any unfavorable  change in these or other factors could have a material  adverse
effect on our  operating  results  for a  particular  quarter.  Changes  in such
factors  also makes the  prediction  of revenue and results of  operations  on a
quarterly  basis  difficult,   and  performance   forecasts  derived  from  such
predictions unreliable.

         We  have   also   experienced   large   fluctuations   in  sales   from
quarter-to-quarter  due to  substantial  sales  to  customers  in the  retailing
industry.  Typically, these customers delay improvements and enhancements during
the fourth quarter of the calendar year to avoid costly interruptions during the
holiday  sales  season.  In addition,  a  substantial  portion of our  operating
expenses  are  related  to  personnel,  facilities,   inventory,  equipment  and
marketing  programs.  The level of spending for such expenses cannot be adjusted
quickly and is therefore fixed in the short term. The level of these expenses is
based, in significant part, on our expectations of future revenue on a quarterly
basis. If actual

                                       -7-
revenue levels on a quarterly basis are below management's expectations, results
of operations are likely to be adversely affected because only a small amount of
our expenses varies with our revenue in the short term.

         We have also begun to receive  revenues  through the  operation  of our
subsidiary,  eDeploy.com.  As this subsidiary is in its development  stages, the
level of its revenues will remain uncertain for the foreseeable future.

We Face Certain Risks Associated with Large Projects

         Due to the nature and size of  implementation  projects that we are now
pursuing,  there is a longer lead time  between the  initiation  of  prospective
business  and the  consummation  of a  transaction,  if any. As such,  there are
likely to be substantial  fluctuations in sales volume from  month-to-month  and
quarter-to-quarter.  The  fluctuations  in our operating  results  increases our
risk of failure,  especially  given our present level of working  capital.  As a
result, if we experience lower than expected sales volume for an extended period
of time,  it may have a  material  adverse  effect  on our  business,  financial
condition and results of operations.

Our Business Is Very Competitive and Increased Competition Could
Have a Significant Impact On Our Earnings

         We compete  with a number of other  companies  involved  in the design,
configuration,  installation,  integration, deployment and servicing of computer
networking  technologies.  The market for such  services  is highly  fragmented,
intensely  competitive  and  rapidly  changing.  Some  of our  competitors  have
significantly  greater resources and better  brand-name  recognition than us. In
addition,  there are  relatively  low barriers to entry in these markets and new
competition may arise either from expansion by established companies or from new
emerging  companies.  Increased  competition  may result in  pressure  for price
reductions and related reductions in gross margins and market share. In addition
to direct  competition,  we face  indirect  competition  from our  existing  and
potential  future  customers,  many of which  internally  design,  integrate and
deploy their own technologies  for their particular  needs, and therefore may be
reluctant to use services  offered by  independent  providers such as us. We may
not be able to successfully compete against current and future competitors.

         The  following  are the  competitive  factors  that we believe  will be
significant on our ability to compete successfully:

                                       -8-
o        To achieve our goal of larger market  share,  we must continue
                  to  enhance  our  existing  services,  introduce  new  service
                  offerings,   recruit  and  train  additional   deployment  and
                  engineering  staff,  and recruit and train sales and marketing
                  professionals.

         o        We believe that our ability to increase profit margins depends
                  upon a number of factors  both within and beyond our  control,
                  including performance, price, quality and breadth of services.

         o        We  believe   that  our   ability  to   successfully   educate
                  prospective  customers as to the advantages of our services is
                  vital to the  recruitment of companies who internally  design,
                  integrate  and  deploy  their  own   technologies   for  their
                  particular needs.

We Depend on Strategic Alliances and Indirect Customers

         A major part of our growth  strategy is to market our  services in part
through indirect customers and strategic  alliances with systems  manufacturers,
systems   integrators,   independent   software   developers/distributors,   and
telecommunications   carriers,  that  utilize  our  services  to  provide  joint
solutions  to  customers.  For example,  we have  entered  into a  non-exclusive
agreement with Cisco Systems,  Inc., pursuant to which we have agreed to provide
implementation services to customers of Cisco. Cisco may terminate its agreement
with us at any time, with or without cause.  Termination of the Cisco agreement,
or any similar  agreement,  may have a material  adverse effect on our business,
financial  condition  and  results of  operations.  Because we utilize  and will
continue to utilize indirect customers and strategic  alliances as a significant
distribution  channel, we are subject to the risk that our indirect customers or
strategic  partners will  discontinue  or decrease their use of our services for
reasons  unrelated to the quality or price of, or demand for, our  services.  We
are also subject to the risk that the demand for  products and services  sold by
our indirect  customers or strategic  partners will decline,  which could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

We Depend on Certain Significant Customers

         During each of the past two fiscal years and through the first  quarter
of this past fiscal year, sales of our services to a limited number of customers
have  accounted  for a  substantial  percentage  of our total net sales.  Our 15
largest  customers  accounted  for  approximately  70% of our net  sales for the
quarter

                                       -9-
ended July 31, 2000, approximately 57% of our total net sales for the year ended
April 30, 1999 and  approximately  73% of our total net sales for the year ended
April 30, 2000.  This  concentration  of  customers  can cause our net sales and
earnings to fluctuate from quarter-to-quarter,  based on the requirements of our
customers  and the timing of delivery of  services.  Although we believe we have
good  relationships  with our largest  customers and have in the past received a
substantial  portion of our  revenues  from  repeat  business  with  established
customers,  none  of  our  major  customers  have  any  obligation  to  purchase
additional  services.  Therefore,  we  cannot  assure  you that any of our major
customers will continue to purchase new services in amounts  similar to previous
years.  Although the  particular  customers  are likely to change from period to
period,  we believe  that large orders from a limited  number of customers  will
continue  to account  for a  substantial  portion of our  revenues in any fiscal
period.  In any period,  the  unexpected  loss of or decline in net sales from a
major  customer,  or the failure to  generate  significant  revenues  from other
customers,  could  have a material  adverse  effect on our  business,  financial
condition and results of operations.

Backlog is an Unreliable Measure of Future Sales

         From time to time,  we disclose an amount of backlog for our  services,
which typically  consists of purchase orders,  written agreements and other oral
agreements  with  customers  for which a customer has scheduled the provision of
services  within the next 12 months.  Orders included in backlog may be canceled
or  rescheduled by customers  without  penalty.  A variety of  conditions,  both
specific to the  individual  customer and  generally  affecting  the  customer's
industry,  may cause  customers  to  cancel,  reduce or delay  orders  that were
previously  made or  anticipated.  We cannot  assure the timely  replacement  of
canceled,  delayed or reduced  orders.  Significant  or numerous  cancellations,
reductions  or  delays  in  orders by a  customer  or group of  customers  could
materially  adversely  affect our business,  financial  condition and results of
operations.  Backlog should not be relied upon as indicative of our revenues for
any future period.

We Face Risks of Expansion

         Recently, we have expanded our operations through several acquisitions,
which has placed  significant  demands on our  administrative,  operational  and
financial  personnel and systems.  Additional  expansion may further  strain our
management, financial and other resources. Our systems, procedures, controls and
existing space may not be adequate to support  expansion of our operations.  Our
future operating results will substantially depend

                                      -10-
on the ability of our officers and key  employees  to manage  changing  business
conditions and to implement and improve our  operational  and financial  control
and our reporting  systems.  If we are unable to respond to and manage  changing
business  conditions,  the  quality of our  services,  our ability to retain key
personnel  and the  results  of our  operations  could be  materially  adversely
affected.

We are Dependent on Certain Key Personnel

         Our  success  depends  in large part upon the  abilities  of our senior
management, including, Isaac Gaon, our Chairman of the Board and Chief Executive
Officer, and Robert Gadd, the Chief Technology Officer of eDeploy.com.  The loss
of the  services  of any of these  members  of senior  management  could  have a
material  adverse effect on our business.  We have an employment  agreement with
Mr.  Gaon which  expires on April 30,  2003.  The  employment  agreement  may be
terminated  by us for  cause or by the  employee  for good  reason.  Our  future
success and growth also depends on our ability to continue to attract,  motivate
and retain  highly  qualified  employees,  including  those with the  technical,
managerial,  sales and  marketing  expertise  necessary to operate our business.
Competition  for  personnel in the  configuration,  integration  and  deployment
services  industry  is  intense,  and we  cannot  assure  you  that  we  will be
successful in attracting and retaining such personnel.  Departures and additions
of key  personnel  may be  disruptive  to our business and could have a material
adverse effect on our business, financial condition and results of operations.

We Depend Upon Unionized Labor

         A  substantial  portion  of our  deployment  force  is  employed  under
contracts  with the  International  Brotherhood  of  Electrical  Workers and the
International  Brotherhood of Electrical Workers Local 1430  (collectively,  the
"IBEW"). Our union employees are responsible for the deployment of our services.
Any work  stoppages or other labor  disturbances  could have a material  adverse
effect on our business, financial condition and results of operations.

                                      -11-
Our Products and Services Have Limited Proprietary Protection

         Most  of  our   intellectual   property   consists  of  proprietary  or
confidential  information  that is not  subject to patent  protection.  Existing
trade secret laws offer only limited protection. The steps that we have taken to
protect these proprietary rights may not be adequate to deter misappropriation.

         Although  we do not believe  that we are  infringing  the  intellectual
property  rights of others,  there can be no assurance that such claims will not
be  asserted.  Any such  litigation  could be  costly  and  divert  management's
attention, either of which could have a material adverse effect on our business,
financial  condition and results of operations.  Adverse  determinations in such
litigation  could result in the loss of our  proprietary  rights,  subject us to
significant  liabilities,  require us to seek  licenses  from  third  parties or
prevent us from  selling  our  services,  any one of which would have a material
adverse effect on our business, financial conditions and results of operations.

Our Common Stock Prices Are Volatile

         The market price of our common stock is very  volatile,  with per share
closing  bids  ranging  from  a  low  of  approximately  $2.875  to  a  high  of
approximately  $9.125  over the period from May 1, 1999 to  November  17,  2000.
Announcements by us or by our competitors of technological or other  innovations
for new commercial products or services developments concerning propriety rights
or  governmental  regulations,  changes in  financial  estimates  by  securities
analysts,  or general  conditions in the economy or the market for our services,
some of which may be unrelated to our  performance  and beyond our control,  may
have a  significant  effect  on our  business  and on the  market  price  of our
securities. Sales of a substantial number of shares by existing security holders
could also have an adverse  effect on the market  price of our  securities.  The
stocks of many technology  companies have  experienced  extreme price and volume
fluctuations unrelated to the operating performance of those companies.

Our Ability to Issue Preferred Stock Could Hurt Holders of Common Stock

         Our Certificate of  Incorporation  authorizes the issuance of a maximum
of 4,000,000 shares of preferred  stock.  While there are currently no shares of
preferred stock issued and outstanding,  if shares of preferred stock are issued
in the future,  the terms of a series of preferred stock may be set by our board
of directors without approval by our stockholders. Such terms could include,

                                      -12-
among others,  preferences as to dividends,  distributions  on  liquidation  and
enhanced  voting  rights.  The rights of the holders of our common stock will be
subject to, and may be  adversely  affected by, the rights of the holders of any
preferred  stock that may be issued in the  future.  The ability of our board of
directors to issue preferred stock could have the effect of delaying,  deferring
or  preventing a change of control or the removal of existing  management.  As a
result,  it could  prevent our  stockholders  from being paid a premium over the
market value for their shares of common stock.

                                   THE COMPANY

         We are in the  business  of  providing  rapid and  accurate  technology
deployment  services and licensing  software  tools,  designed to accelerate the
delivery  of  complex  Information  Technology  (IT)  solutions  for  Technology
Providers and  Enterprises.  We market our services  primarily to large Original
Equipment  Manufacturers,  systems  integrators,  independent  software vendors,
telecommunications  carriers and service providers as well as to a select number
of Fortune  2000  customers  in the United  States and  Canada.  Our  deployment
services include the following: (i) the process of "customizing" internetworking
devices such as routers and switches,  and computing devices such as servers and
workstations  to meet the  specific  needs of the  user,  (ii)  the  process  of
integrating  these  hardware  devices  as well as  integrating  operational  and
application  software  on a  network  to  ensure  they are  compatible  with the
topology of the network and all legacy systems,  and (iii) the physical  process
of installing  technology on networks. We license our software tools through our
subsidiary,  eDeploy.com,  Inc., and have  established a new subsidiary,  Global
Integration Services, for our proposed entry into Europe.

         We are  incorporated  in Delaware and our stock is traded on the Nasdaq
National  Market  System  under the symbol  "DATC".  Our  executive  offices are
located at 23 Madison Road, Fairfield, New Jersey 07004. Our telephone number is
(973) 808-4000.

                                 USE OF PROCEEDS

         The shares of common stock offered hereby are being  registered for the
account of the selling stockholders identified in this prospectus.  See "Selling
Stockholders." All net proceeds from the sale of the common stock will go to the
stockholders  who offer and sell their  shares.  We will not receive any part of
the proceeds from such sales of common stock. We will, however, receive

                                      -13-
proceeds  from the exercise of the options at the time of their  exercise.  Such
proceeds  will be  contributed  to working  capital and will be used for general
corporate purposes.

                              SELLING STOCKHOLDERS

         This  Prospectus   relates  to  the  offer  and  sale  by  the  Selling
Stockholders  of up to  2,529,880  Shares  issued  under the Plan to the Selling
Stockholders.  This  Prospectus  also  relates to such  indeterminate  number of
additional  shares  of  Common  stock  that  may  be  acquired  by  the  Selling
Stockholders as a result of the antidilution provisions of the Plan.

         Information  regarding the identity of additional Selling  Stockholders
and certain  other  information  relating to such Selling  Stockholders  will be
provided by supplement to this Prospectus.

         The following table sets forth (i) the number of shares of Common Stock
owned by each Selling Stockholder at November 21 2000, (ii) the number of Shares
to be offered for resale by each  Selling  Stockholder  and (iii) the number and
percentage  of  shares of Common  Stock to be held by each  Selling  Stockholder
after completion of the offering.
Number of           Maximum
                                              Shares of          Number of
                                             Common Stock        Shares to
                                             Beneficially           be                         Shares
                                             Owned Prior          Offered                   Beneficially
                                                  to                for                     Owned After
              Name and Address                Offering(1)         Resale                    Offering(2)
              ----------------                -----------         ------                    -----------
                                                                                      Number       Percent
                                                                                      ------       -------
Isaac Gaon(3)                                 1,648,924(4)         1,873,880            8,378          *
Thomas Berry(5)                                  80,000(6)           120,000                0         0%
Robert H. Friedman(7)                            90,146(8)           120,000           10,146          *
Frank Brosens(9)                                420,873(10)           48,000          412,873        1.2%
David Milch(11)                                 749,505(12)          320,000          469,505        1.4%
William J. Adams, Jr.(13)                         8,000(14)           24,000                0         0%
Kevin S. Moore (15)                              15,000(16)           24,000            7,000          *
----------------------------
*     Less than one percent.

                                      -14-
(1)      The  calculation  of  shares  of common  stock  beneficially  owned was
         determined in accordance with Rule 13d-3 of the Exchange Act.
(2)      Assumes that all common stock  offered by the selling  stockholders  is
         sold.
(3)      Mr.  Gaon has been  Chairman  of the Board  since  December  1997 and a
         Director since 1992.
(4)      Mr. Gaon owns 8,378  shares of Common Stock and has options to purchase
         1,640,546  additional  shares of  Common  Stock  which are  exercisable
         within 60 days of November 21, 2000.
(5)      Mr. Berry has been a Director of the Company since July 1995.
(6)      Mr. Berry owns options to purchase  80,000 shares of Common Stock which
         are exercisable within 60 days of November 21, 2000.
(7)      Mr. Friedman has been a Director of the Company since August 1994.
(8)      Mr.  Friedman  owns  10,146  shares of Common  Stock and has options to
         purchase 80,000 additional shares of Common Stock which are exercisable
         within 60 days of November 21, 2000.
(9)      Mr. Brosens has been a Director of the Company since November 1998.
(10)     Mr.  Brosens  owns  62,873  shares of Common  Stock,  has  warrants  to
         purchase   350,000   additional   shares  of  Common  Stock  which  are
         exercisable  within 60 days of November  21,  2000,  and has options to
         purchase 8,000 additional  shares of Common Stock which are exercisable
         within 60 days of November 21, 2000.
(11)     Mr. Milch has been a Director of the Company since October 1996.
(12)     Mr.  Milch  owns  469,505  shares of Common  Stock and has  options  to
         purchase 72,000 additional shares of Common Stock which are exercisable
         within 60 days of November 21, 2000.
(13)     Mr. Adams has been a Director of the Company since April 2000.
(14)     Mr. Adams owns  options to purchase  8,000 shares of Common Stock which
         are exercisable within 60 days of November 21, 2000.
(15)     Mr. Moore has been a Director of the Company since June 2000.
(16)     Mr. Moore owns 7,000 shares of Common Stock and has options to purchase
         8,000 additional shares of Common Stock which are exercisable within 60
         days of November 21, 2000.

         Our  registration  of the shares  included in this  prospectus does not
necessarily  mean  that  the  selling  stockholders  will opt to sell any of the
shares offered  hereby.  The shares covered by this  prospectus may be sold from
time to time by the selling  stockholders so long as this prospectus  remains in
effect;  provided,  however, that the selling stockholders are first required to
contact us to confirm that this prospectus is in effect.

                              PLAN OF DISTRIBUTION

         This  offering  is  self-underwritten;   neither  we  nor  the  selling
stockholders  have employed an  underwriter  for the sale of common stock by the
selling stockholders. We will bear all expenses in connection

                                      -15-
with the preparation of this Prospectus.  The selling stockholders will bear all
expenses associated with the sale of the common stock.

         The  selling  stockholders  may offer  their  shares  of  common  stock
directly  or  through  pledgees,  donees,  transferees  or other  successors  in
interest in one or more of the following transactions:

         o        On any stock exchange on which the shares of common stock may
                  be listed at the time of sale
         o        In negotiated transactions
         o        In the over-the-counter market
         o        In a combination of any of the above transactions

         The selling  stockholders may offer their shares of common stock at any
of the following prices:

         o        Fixed prices which may be changed
         o        Market prices prevailing at the time of sale
         o        Prices related to such prevailing market prices
         o        At negotiated prices

         The selling stockholders may effect such transactions by selling shares
to  or  through   broker-dealers,   and  all  such  broker-dealers  may  receive
compensation  in the form of discounts,  concessions,  or  commissions  from the
selling  stockholders  and/or the  purchasers of shares of common stock for whom
such  broker-dealers  may act as agents or to whom they sell as  principals,  or
both (which compensation as to a particular  broker-dealer might be in excess of
customary commissions).

         Any broker-dealer  acquiring common stock from the selling stockholders
may sell the shares either  directly,  in its normal  market-making  activities,
through or to other brokers on a principal or agency basis or to its  customers.
Any such sales may be at prices then prevailing on the Nasdaq Stock Market or at
prices related to such prevailing  market prices or at negotiated  prices to its
customers or a combination  of such methods.  The selling  stockholders  and any
broker-dealers  that  act in  connection  with  the  sale  of the  common  stock
hereunder  might be deemed to be  "underwriters"  within the  meaning of Section
2(11) of the Securities Act; any commissions  received by them and any profit on
the resale of shares as principal might be deemed to be  underwriting  discounts
and commissions under the Securities Act. Any such commissions, as well as other
expenses incurred by the selling stockholders and applicable transfer taxes, are
payable by the selling stockholders.

         The selling stockholders reserve the right to accept, and together with
any agent of the selling stockholder, to reject in whole or in part any proposed
purchase of the shares of common stock. The selling

                                      -16-
stockholders  will pay any  sales  commissions  or other  seller's  compensation
applicable to such transactions.

         We have not  registered or qualified  offers and sales of shares of the
common stock under the laws of any  country,  other than the United  States.  To
comply  with  certain  states'  securities  laws,  if  applicable,  the  selling
stockholders  will  offer  and  sell  their  shares  of  common  stock  in  such
jurisdictions  only  through  registered  or  licensed  brokers or  dealers.  In
addition,  in certain  states  the  selling  stockholders  may not offer or sell
shares of common stock unless we have  registered  or qualified  such shares for
sale in such  states  or we have  complied  with  an  available  exemption  from
registration or qualification.

         The selling  stockholders  have  represented to us that any purchase or
sale of shares of common stock by them will comply with Regulation M promulgated
under the Exchange  Act. In general,  Rule 102 under  Regulation M prohibits any
person connected with a distribution of our common stock (a "Distribution") from
directly or indirectly bidding for, or purchasing for any account in which he or
she has a beneficial interest,  any of our common stock or any right to purchase
our common stock,  for a period of one business day before and after  completion
of his or her participation in the distribution (we refer to that time period as
the "Distribution Period").

         During the Distribution  Period,  Rule 104 under Regulation M prohibits
the selling  stockholders and any other persons engaged in the Distribution from
engaging in any  stabilizing  bid or purchasing  our common stock except for the
purpose of  preventing  or  retarding a decline in the open market  price of our
common  stock.  No  such  person  may  effect  any  stabilizing  transaction  to
facilitate any offering at the market. Inasmuch as the selling stockholders will
be reoffering  and reselling our common stock at the market,  Rule 104 prohibits
them from effecting any  stabilizing  transaction in  contravention  of Rule 104
with respect to our common stock.

         There can be no assurance that the selling  stockholders  will sell any
or all of the shares offered by them hereunder or otherwise.

                                  LEGAL MATTERS

         The legality of the  securities  offered hereby will be passed upon for
us by Olshan  Grundman  Frome  Rosenzweig & Wolosky LLP, New York, New York. Mr.
Robert Friedman,  a partner of Olshan Grundman Frome Rosenzweig & Wolosky LLP, a
director  of the  Company,  holds  shares of Common  Stock and has been  granted
options to purchase additional shares of Common Stock.  Certain other members of
such firm hold shares of Common Stock.

                                      -17-
EXPERTS

         The consolidated financial statements incorporated by reference in this
prospectus  and  elsewhere in the  registration  statement  have been audited by
Arthur  Andersen  LLP,  independent  public  accountants,  as indicated in their
report with  respect  thereto,  and are  included  herein in  reliance  upon the
authority of said firm as experts in giving said report.

                             ADDITIONAL INFORMATION

         We have filed with the SEC a  Registration  Statement on Form S-8 under
the  Securities  Act with  respect to the Shares  offered  hereby.  For  further
information  with  respect to the Company  and the  securities  offered  hereby,
reference is made to the Registration  Statement.  Statements  contained in this
Prospectus  as to the  contents  of any  contract  or  other  document  are  not
necessarily  complete,  and in each  instance,  reference is made to the copy of
such  contract or document  filed as an exhibit to the  Registration  Statement,
each such statement being qualified in all respects by such reference

                                      -18-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents By Reference

                  The following  documents filed by Datatec  Systems,  Inc. (the
"Company") with the Securities and Exchange  Commission are incorporated  herein
by reference:

                  1. The  Company's  Annual  Report on Form 10-K for the  fiscal
year ended April 30, 2000.

                  2. The Company's Quarterly Report on Form 10-Q for the quarter
ended July 31, 2000.

                  3. The  description of the Company's  Common Stock,  $.001 par
value (the "Common Stock"), in the Company's  Registration Statement on Form 8-A
filed May 2, 1996.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act"),  after the effective date of this  registration  statement and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered hereunder have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and to be a part hereof from the date of filing of such documents.

                  Any statement  contained in a document  incorporated or deemed
to be  incorporated  by  reference  into  this  Prospectus  will be deemed to be
modified or  superseded  for  purposes of this  Prospectus  to the extent that a
statement  contained in this Prospectus or any other subsequently filed document
which  also  is,  or is  deemed  to be,  incorporated  by  reference  into  this
Prospectus modifies or supersedes that statement. Any such statement so modified
or  superseded  shall not be deemed,  except as so  modified or  superseded,  to
constitute a part of this Prospectus.

Item 4.           Description of Securities

                  Not applicable.

                                      II-1
Item 5.           Interest of Named Experts and Counsel

         Robert  Friedman,  a partner  of Olshan  Grundman  Frome  Rosenzweig  &
Wolosky LLP, is a director of the Company,  holds shares of Common Stock and has
been granted  options to purchase  additional  shares of Common  Stock.  Certain
other members of such firm hold shares of Common Stock.

Item 6.           Indemnification of Directors and Officers

         Article  6  of  the  Company's  By-laws  authorize  indemnification  of
directors and officers as follows:

         The corporation  shall, to the fullest extent  permitted by Section 145
of the General  Corporation Law of Delaware,  as that Section may be amended and
supplemented from time to time, indemnify any director, officer or trustee which
it shall  have  power to  indemnify  under the  Section  against  any  expenses,
liabilities  or other  matters  referred to in or covered by that  Section.  The
indemnification  provided for in this Article (i) shall not be deemed  exclusive
of any other rights to which those indemnified may be entitled under any by-law,
agreement or vote on stockholders or disinterested directors or otherwise,  both
as to action in their official  capacities and as to action in another  capacity
while holding such office,  (ii) shall continue as to a person who has ceased to
be a  director,  officer or trustee  and (iii) shall inure to the benefit of the
heirs,  executors  and  administrators  of  such  a  person.  The  corporation's
obligation to provide  indemnification under this Article shall be offset to the
extent  of any other  source  of  indemnification  or any  otherwise  applicable
insurance  coverage  under a policy  maintained by the  corporation or any other
person.

         Expenses incurred by a director of the Corporation in defending a civil
or criminal action, suit or proceeding by reason of the fact that he is or was a
director of the  Corporation (or was serving at the  Corporation's  request as a
director or officer of another  corporation) shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an  undertaking  by or on behalf of such  director to repay such amount if it
shall  ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized by relevant sections of the General Corporation Law of
Delaware.

         To assure  indemnification  under this  Article of all such persons who
are  determined  by  the  corporation  or  otherwise  to  be  or  to  have  been
"fiduciaries"  of any employee  benefit plan of the Corporation  which may exist
from time to time, such Section 145 shall, for the purposes of this Article,  be
interpreted as follows: an "other enterprise" shall be

                                      II-2
deemed to include such an employee benefit plan, including,  without limitation,
any plan of the  Corporation  which is governed by the Act of Congress  entitled
"Employee Retirement Income Security Act of 1974," as amended from time to time;
the Corporation  shall be deemed to have requested a person to serve an employee
benefit  plan  where  the  performance  by  such  person  of his  duties  to the
corporation  also  imposes  duties on, or otherwise  involves  services by, such
person to the plan or participants or  beneficiaries  of the plan;  excise taxes
assessed on a person with respect to an employee  benefit plan  pursuant to such
Act of Congress shall be deemed "fines"; and action taken or omitted by a person
with respect to an employee  benefit plan in the  performance  of such  person's
duties for a purpose reasonably believed by such person to be in the interest of
the  participants  and  beneficiaries  of the plan  shall be  deemed to be for a
purpose which is not opposed to the best interests of the corporation.

         Section  145  of the  Delaware  General  Corporation  Law  provides  as
follows:

                  "(a) A  corporation  may  indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action,  suit  or  proceeding,   whether  civil,   criminal,
         administrative  or investigative  (other than action by or in the right
         of the corporation) by reason of the fact that he is or was a director,
         officer, employee or agent of the corporation,  or is or was serving at
         the  request of the  corporation  as a director,  officer,  employee or
         agent of another  corporation,  partnership,  joint  venture,  trust or
         other  enterprise,   against  expenses  (including   attorneys'  fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him in connection  with such action,  suit or proceeding if
         he acted in good faith and in a manner he reasonably  believed to be in
         or not opposed to the best  interests  of the  corporation,  and,  with
         respect to any criminal action or proceeding,  had no reasonable  cause
         to believe his conduct was  unlawful.  The  termination  of any action,
         suit or proceeding by judgment, order, settlement, conviction or upon a
         plea of nolo contendere or its equivalent, shall not, of itself, create
         a presumption that the person did not act in good faith and in a manner
         which  he  reasonably  believed  to be in or not  opposed  to the  best
         interests of the corporation,  and, with respect to any criminal action
         or  proceeding,  had  reasonable  cause to believe that his conduct was
         unlawful.

                  (b) A  corporation  may  indemnify  any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action  or suit by or in the  right  of the  corporation  to
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of

                                      II-3
the corporation, or is or was serving at the request of the corporation
         as a  director,  officer,  employee  or agent of  another  corporation,
         partnership,  joint venture, trust or other enterprise against expenses
         (including  attorneys' fees) actually and reasonably incurred by him in
         connection  with the defense or settlement of such action or suit if he
         acted in good faith and in a manner he reasonably  believed to be in or
         not opposed to the best interests of the corporation and except that no
         indemnification  shall be made in respect of any claim, issue or matter
         as to which such  person  shall have been  adjudged to be liable to the
         corporation unless and only to the extent that the Court of Chancery or
         the court in which such action or suit was brought shall determine upon
         application that,  despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.

                  (c) To the extent that a director,  officer, employee or agent
         of a  corporation  has been  successful  on the merits or  otherwise in
         defense of any action,  suit or proceeding  referred to in  subsections
         (a) and (b) of this  section,  or in  defense  of any  claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer,  employee or agent is proper
         in the  circumstances  because he has met the  applicable  standard  of
         conduct  set forth in  subsections  (a) and (b) of this  section.  Such
         determination shall be made (1) by the board of directors by a majority
         vote of a quorum  consisting  of directors who were not parties to such
         action, suit or proceeding,  or (2) if such a quorum is not obtainable,
         or, even if obtainable a quorum of disinterested  directors so directs,
         by  independent  legal  counsel  in a  written  opinion  or  (3) by the
         stockholders.

                  (e) Expenses incurred by an officer or director in defending a
         civil  or  criminal  action,  suit  or  proceeding  may be  paid by the
         corporation in advance of the final disposition of such action, suit or
         proceeding  upon  receipt  of an  undertaking  by or on  behalf of such
         director  or  officer to repay such  amount if it shall  ultimately  be
         determined that he is not entitled to be indemnified by the corporation
         as  authorized  in  this  section.  Such  expenses  incurred  by  other
         employees and agents may be so paid upon such

                                      II-4
terms  and  conditions,  if  any,  as  the  board  of  directors  deems
         appropriate.

                  (f) The  indemnification  and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed  exclusive  of any other  rights to which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw,  agreement,  vote of stockholders or disinterested  directors or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office.

                  (g) A  corporation  shall have power to purchase  and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee  or  agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under this section.

                  (h)  For  purposes  of  this   section,   references  to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same  position  under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent  corporation if its separate  existence had
         continued.

                  (i)  For  purposes  of  this  section,  references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  any  employee  benefit  plan,  its  participants  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in  the  interest  of the  participant  and
         beneficiaries of an employee benefit plan shall be

                                      II-5
deemed to have acted in a manner "not opposed to the best  interests of
         the corporation" as referred to in this section.

                  (j) The  indemnification  and advancement of expenses provided
         by, or granted  pursuant  to,  this  section  shall,  unless  otherwise
         provided when  authorized or ratified,  continue as to a person who has
         ceased to be a director,  officer, employee or agent and shall inure to
         the  benefit  of the  heirs,  executors  and  administrators  of such a
         person.

                  (k) The Court of  Chancery  is hereby  vested  with  exclusive
         jurisdiction  to hear and  determine  all  actions for  advancement  of
         expenses or  indemnification  brought  under this  section or under any
         bylaw, agreement,  vote of stockholders or disinterested  directors, or
         otherwise.   The  Court  of   Chancery   may   summarily   determine  a
         corporation's  obligation  to advance  expenses  (including  attorneys'
         fees)."

         The Company  maintains a directors  and officers  insurance and company
reimbursement   policy.  The  policy  insures  directors  and  officers  against
unindemnified  loss arising from certain  wrongful acts in their  capacities and
reimburses  the  Company  for such  loss for  which  the  Company  has  lawfully
indemnified the directors and officers.  The policy contains various exclusions,
none of which relate to the offering hereunder.

         The Company has entered into indemnity agreements with each officer and
director of the  Company.  The  contracts  provide for  indemnification  of such
persons against expenses, liabilities and losses.

Item 7.           Exemption From Registration Claimed

                  Not Applicable.

                                      II-6
Item 8.           Exhibits

                  Exhibit Index

Exhibit

4.1               Specimen Common Stock  Certificate,  incorporated by reference
                  to the Company's registration statement on Form S-8 filed with
                  the Commission on March 27, 1998.

*5.1              Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

10.1              2000 Stock  Option  Plan,  incorporated  by  reference  to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  April 30, 2000.

*23.1             Consent of Arthur Andersen LLP.

*23.2             Consent of Olshan  Grundman  Frome  Rosenzweig  & Wolosky  LLP
                  (included in Exhibit 5.1).

*24.1             Power of  Attorney  (included  on the  signature  page of this
                  Registration Statement).

--------------------
*        Filed herewith

                                      II-7
Item 9.           Undertakings

         The undersigned registrant hereby undertakes:

         a. To file,  during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                           (i)     To include any prospectus required by Section
                                   10(a)(3) of the  Securities  Act of 1933,  as
                                   amended (the "Securities Act");

                           (ii)    To  reflect  in the  prospectus  any facts or
                                   events  arising after the  effective  date of
                                   the  Registration   Statement  (or  the  most
                                   recent   post-effective   amendment  thereof)
                                   which,  individually  or  in  the  aggregate,
                                   represent   a   fundamental   change  in  the
                                   information  set  forth  in the  Registration
                                   Statement;

                           (iii)   To  include  any  material  information  with
                                   respect  to  the  plan  of  distribution  not
                                   previously   disclosed  in  the  Registration
                                   Statement  or any  material  change  to  such
                                   information in the Registration Statement;

                           provided, however, that paragraphs (i) and (ii) above
                           do  not  apply  if  the  information  required  to be
                           included  in  a  post-effective  amendment  by  those
                           paragraphs is contained in periodic  reports filed by
                           the registrant pursuant to Section 13 or 15(d) of the
                           Exchange  Act that are  incorporated  by reference in
                           the Registration Statement;

         b.  That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         c. To remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable,

                                      II-8
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
each such  liabilities  (other  than the payment by the  registrant  of expenses
incurred or paid by a trustee,  officer or controlling  person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee,  officer or controlling  person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-9
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized  in the City of Fairfield,  State of New Jersey,  on this 21st day of
November, 2000.

                                           DATATEC SYSTEMS, INC.
                                                (Registrant)

                                           By: /s/ Isaac J. Gaon
                                               ---------------------------------
                                                   Isaac J. Gaon
                                                   Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Isaac J.  Gaon  his true and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same with all exhibits thereto,  and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that  said  attorney-in-fact  and  agent or his  substitute  may
lawfully do or cause to be done by virtue thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Signature                               Title                               Date
                    ---------                               -----                               ----
/s/ Isaac J. Gaon                                  Chairman of the Board,                  November 21, 2000
-----------------------------------                Chief Executive Officer,
Isaac J. Gaon                                      and Chief Financial
                                                   Officer (principal
                                                   executive and financial
                                                   officer)

/s/ Thomas Berry                                   Director                                November 21, 2000
-----------------------------------
Thomas Berry

/s/ Robert H. Friedman                             Director                                November 21, 2000
-----------------------------------
Robert H. Friedman

/s/ Frank Brosens                                  Director                                November 21, 2000
-----------------------------------
Frank Brosens

/s/ David Milch                                    Director                                November 21, 2000
-----------------------------------
David Milch

/s/ William J. Adams, Jr.                          Director                                November 21, 2000
-----------------------------------
William J. Adams, Jr.

/s/ Kevin S. Moore                                 Director                                November 21, 2000
-----------------------------------
Kevin S. Moore
II-10