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.)

                       20C Commerce Way, Totowa, NJ 07512
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                        1998 EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                  Isaac J. Gaon
                             Chief Executive Officer
                              Datatec Systems, Inc.
                                20C Commerce Way
                            Totowa, New Jersey 07512
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (973) 890-4800
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)



<PAGE>
<TABLE>
<CAPTION>

                                                   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 value
<S>                           <C>                              <C>                     <C>                      <C>      
per share                     750,000 Shares(1)(2)             $4.88(2)                $3,660,000               $1,109.09
================================================================================================================================
</TABLE>


(1)      Represents an aggregate of 750,000  shares of Common Stock  issuable by
         the  Registrant  pursuant to the 1998  Employee  Stock  Purchase  Plan.
         Pursuant to Rule 416  promulgated  under the Securities Act of 1933, as
         amended (the "Act"),  this  Registration  Statement also registers such
         number of  additional  shares of Common  Stock  that may be  offered or
         issued  pursuant  to  the  Stock  Purchase  Plan  to  prevent  dilution
         resulting from stock splits, stock dividends or similar transactions.

(2)      Estimated solely for the purpose of determining the registration fee in
         accordance with Rule 457(c) and Rule 457(h) under the Securities Act of
         1933, based on $4.88, the per share average of high and low sale prices
         of the  Registrant's  Common  Stock as reported by the Nasdaq  SmallCap
         Market ("Nasdaq") on March 25, 1998.

                                       -2-

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         The information called for by Part I of this Registration  Statement on
Form S-8 (the  "Registration  Statement") is included in the  description of the
Datatec  Systems,  Inc. 1998 Employee Stock  Purchase Plan (the "Stock  Purchase
Plan") to be delivered to persons eligible to participate in the Plan.  Pursuant
to the Note to Part I of Form S-8, this  information  is not being filed with or
included  in  this  Registration  Statement.   However,  included  herein  is  a
Prospectus to be used in connection with certain  reoffers and resales of shares
of common stock,  par value $.001 per share, of Datatec Systems,  Inc.  acquired
pursuant  to the Stock  Purchase  Plan.  Such  Prospectus  has been  prepared in
accordance with the  requirements of Form S-3 pursuant to General  Instruction C
of Form S-8.





<PAGE>
PROSPECTUS

                                 750,000 SHARES

                              DATATEC SYSTEMS, INC.
                         Common Stock ($.001 par value)


         This  Prospectus  relates to the reoffer and resale by certain  selling
stockholders  (the  "Selling   Stockholders")  of  Datatec  Systems,  Inc.  (the
"Company") of up to 750,000  shares (the  "Shares") of Common  Stock,  par value
$.001 per share,  of the Company  (the "Common  Stock")  pursuant to the Datatec
Systems, Inc. 1998 Employee Stock Purchase Plan (the "Stock Purchase Plan").

         The  offer  and sale of the  Shares to the  Selling  Stockholders  were
previously  registered  under  the  Securities  Act of  1933,  as  amended  (the
"Securities Act"). The Shares are being reoffered and resold for the accounts of
the Selling  Stockholders  and the Company  will not receive any of the proceeds
from the resale of the Shares.

         Sales by the Selling  Stockholders may be effected from time to time in
one  or  more  transactions  in the  over  the  counter  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."  The Company will
bear all expenses in connection with the preparation of this Prospectus, but all
selling and other expenses incurred by the Selling Stockholders will be borne by
such Selling Stockholders.

         The Common  Stock of the  Company  is traded on the  Nasdaq  Small- Cap
Market  ("Nasdaq") under the symbol "DATC." On March 25, 1998, the closing price
for the Common Stock, as reported by Nasdaq was $5.06.  Prospective acquirors of
Shares are urged to obtain a current price quotation.



<PAGE>
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

          CERTAIN MATTERS DISCUSSED IN THIS REGISTRATION STATEMENT ARE
            FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO RISKS AND
             UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
                        MATERIALLY FROM THOSE PROJECTED.

                 The date of this Prospectus is March 27, 1998.



                                       -2-

<PAGE>
                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor,  New York,  New York 10048.  Copies of such material can be obtained from
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports,
proxy statements and other information concerning the Company (symbol: DATC) can
be  inspected  and  copied at the  offices of the Nasdaq  Stock  Market,  1735 K
Street, N.W.,  Washington,  D.C. 20006, on which the Common Stock of the Company
is listed.  Such  material may also be accessed  electronically  by means of the
Commission's home page on the internet at http//www.sec.gov.

         The Company has also filed with the Commission a Registration Statement
on  Form  S-8  (together  with  all  amendments   and  exhibits   thereto,   the
"Registration  Statement")  under the  Securities Act with respect to the Shares
offered  hereby.  This  Prospectus  does not contain all of the  information set
forth in the  Registration  Statement,  certain  parts of which are  omitted  in
accordance  with the  rules  and  regulations  of the  Commission.  For  further
information, reference is made to the Registration Statement.

                                TABLE OF CONTENTS

AVAILABLE INFORMATION........................................................3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................4

RISK FACTORS.................................................................5

THE COMPANY.................................................................14

USE OF PROCEEDS.............................................................15

SELLING STOCKHOLDERS........................................................15

PLAN OF DISTRIBUTION........................................................16

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

EXPERTS  ...................................................................17

ADDITIONAL INFORMATION......................................................17

                                       -3-

<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  Company's  Annual Report on Form 10-K for the year ended April 30,
1997,  Quarterly  Report on Form 10-Q for the quarters  ended July 31, 1997,  as
amended,  October 31,  1997,  and January  31,  1998 and Current  Reports  dated
September 23, 1997, October 20, 1997,  January 12, 1998,  February 24, 1998, and
March 9, 1998 are  incorporated  by  reference in this  Prospectus  and shall be
deemed to be a part  hereof.  All  documents  subsequently  filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of this offering, are deemed to be incorporated by reference in this
Prospectus  and shall be deemed to be a part  hereof  from the date of filing of
such documents.

         The Company's  Application  for  Registration of its Common Stock under
Section  12(b) of the  Exchange  Act  filed on May 2,  1996 is  incorporated  by
reference in this Prospectus and shall be deemed to be a part hereof.

         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.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to 20C Commerce Way, Totowa, New Jersey 07512,  Attention:  James M.
Caci. Oral requests should be directed to such officer  (telephone  number (973)
890-4800).

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

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling Stockholders.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -4-

<PAGE>
                                  RISK FACTORS

         THE  SECURITIES  OFFERED  HEREBY  INVOLVE A HIGH  DEGREE OF RISK.  EACH
PROSPECTIVE  INVESTOR  SHOULD  CAREFULLY  CONSIDER  THE  FOLLOWING  RISK FACTORS
INHERENT  IN, AND  EFFECTING  THE  BUSINESS  OF, THE  COMPANY  BEFORE  MAKING AN
INVESTMENT DECISION.

         RECENT CHANGE OF BUSINESS FOCUS. In October 1996, the Company  acquired
Datatec  Industries Inc.  ("Datatec  Industries"),  a provider of configuration,
integration and deployment services.  In June 1997, the Company discontinued its
data  communications   equipment   distribution   business  in  order  to  focus
exclusively on deployment services.  The Company's current business represents a
substantial change from the Company's historical line of business. Consequently,
the  Company's   historical  results  of  operations  do  not  reflect  combined
operations relating to its current business for a significant period of time and
such  results  may  not  be  indicative  of  the  Company's  future  results  of
operations.  Management  and other  key  personnel  may not have the  experience
required to manage such a substantial change in business focus. If the Company's
efforts  are not  successful,  the  Company's  results  of  operations  could be
adversely effected.

         FLUCTUATIONS IN QUARTERLY RESULTS;  EXTENDED LEAD TIMES FOR REALIZATION
OF REVENUE.  The Company's  quarterly operating results have varied in the past,
and may vary significantly in the future,  depending on a number of factors such
as market  acceptance  of new or enhanced  versions of the  Company's  services,
changes in the customer  mix,  changes in the level of operating  expenses,  the
gain or loss of significant customers, personnel changes and economic conditions
in general and in the Company's  industry in particular.  Any unfavorable change
in these or other factors could have a material  adverse effect on the Company's
operating  results for a particular  quarter and makes the prediction of revenue
and  results of  operations  on a quarterly  basis  difficult,  and  performance
forecasts derived from such predictions unreliable.

         The  Company  has   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 the  Company's
operating expenses is 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 the Company's expectations of future revenue on a
quarterly  basis.  If  actual  revenue  levels  on a  quarterly  basis are below
management's  expectations,  results of  operations  are likely to be  adversely
effected  because only a small amount of the Company's  expenses varies with its
revenue in the short term.

                                       -5-

<PAGE>
         Due to the nature and size of  deployment  projects that the Company is
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  the  Company's  operating  results
increase the Company's  risk of failure,  especially  given its present level of
working capital.  As a result,  if the Company  experiences  lower than expected
sales  volume for an  extended  period of time,  it may have a material  adverse
effect on the  business,  financial  condition  and results of operations of the
Company.

         MANAGEMENT OF GROWTH. Recently, the Company has expanded its operations
rapidly through several  acquisitions,  which has placed significant  demands on
the Company's  administrative,  operational and financial personnel and systems.
Additional expansion by the Company may further strain the Company's management,
financial  and other  resources.  There can be no assurance  that the  Company's
systems,  procedures,  controls and  existing  space will be adequate to support
expansion of the Company's  operations.  The Company's future operating  results
will  substantially  depend on the ability of its officers and key  employees to
manage   changing   business   conditions  and  to  implement  and  improve  its
operational,  financial control and reporting systems.  If the Company is unable
to  respond to and  manage  changing  business  conditions,  the  quality of the
Company's  services,  its  ability to retain key  personnel  and its  results of
operations could be materially adversely effected.

         RELIANCE ON SIGNIFICANT CUSTOMERS; NO ASSURANCE OF BACKLOG. During each
of the past two  fiscal  years,  sales of the  Company's  services  to a limited
number of customers have accounted for a substantial percentage of the Company's
total net sales.  For the years ended April 30, 1997 and 1996,  the Company's 15
largest  customers  accounted  for 61.5% and  63.0% of the  Company's  total net
sales,  respectively.  For the year ended April 30, 1997,  Federated  Department
Stores,  Inc.  and  Lowe's  Companies,  Inc.  accounted  for  11.7%  and  10.1%,
respectively,  of the Company's total net sales. This concentration of customers
can  cause  the   Company's   net  sales  and   earnings   to   fluctuate   from
quarter-to-quarter, based on the requirements of its customers and the timing of
delivery of services.  Although the Company  believes it has good  relationships
with its largest customers and has in the past received a substantial portion of
its  revenues  from repeat  business  with  established  customers,  none of the
Company's  major customers has any obligation to purchase  additional  services.
Therefore,  there can be no assurance that any of the Company's  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,
the Company  believes that large orders from a limited  number of customers will
continue  to account  for a  substantial  portion of its  revenues in any fiscal
period.  In any period,  the  unexpected  loss of or decline in net sales from a
major

                                       -6-

<PAGE>
customer,  or the failure to generate significant revenues from other customers,
could have a material  adverse effect on the business,  financial  condition and
results of operations of the Company.

         The Company's  deployment  services are  generally  provided at a fixed
contract price pursuant to purchase orders or other written  agreements with its
customers. Although certain traditional customers of Datatec Industries continue
to order  services  through  oral  agreements,  the Company is in the process of
changing  its  procedure  to assure  that in the  future  all  services  will be
provided  under written  agreements.  There can be no assurance that the Company
will not be involved in  litigation  with  respect to any oral  agreements  with
customers or that the outcome of any such litigation might not be unfavorable to
the Company as a result of the lack of a written agreement or purchase order.

         Backlog for the  Company's  services as of  February  28, 1998  totaled
approximately  $58.5  million.  Backlog  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
effecting the  customer's  industry,  may cause  customers to cancel,  reduce or
delay orders that were previously made or anticipated. The Company 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 effect the Company's  business,  financial
condition  and  results of  operations.  Backlog  should  not be relied  upon as
indicative of the Company's revenues for any future period.

         DEPENDENCE ON INDIRECT CUSTOMERS AND STRATEGIC  ALLIANCES.  The Company
markets its services in part through indirect customers and strategic  alliances
with  systems   manufacturers,   systems   integrators,   independent   software
developers/distributors,  and  telecommunications  carriers,  that  utilize  the
Company's  services to provide  joint  solutions to  customers.  The Company has
entered into a  non-exclusive  agreement  with Cisco  Systems,  Inc.  ("Cisco"),
pursuant  to which the  Company  has agreed to provide  deployment  services  to
customers of Cisco.  Cisco may terminate  its agreement  with the Company at any
time, with or without cause.  Termination of the Cisco agreement, or any similar
agreement  that the  Company  enters  into in the  future,  may have a  material
adverse  effect on the Company's  business,  financial  condition and results of
operations.  The  Company's  strategy is to enter into similar  agreements  with
other systems manufacturers,  independent software vendors,  systems integrators
and telecommunications  carriers. Because the Company utilizes and will continue
to  utilize  indirect  customers  and  strategic   alliances  as  a  significant
distribution channel, the Company is subject to the risk that its indirect

                                      -7-

<PAGE>
customers or strategic  partners will  discontinue  or decrease their use of the
Company's  services for reasons  unrelated to the quality or price of, or demand
for, the Company's  services,  which could have a material adverse effect on the
Company's business,  financial condition and results of operations.  The Company
is subject to the risk that the demand for  products  and  services  sold by its
indirect  customers  or  strategic  partners  will  decline,  which could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

         ACQUISITIONS.  A significant portion of the Company's revenue growth is
a result of its  recent  acquisition  of Datatec  Industries.  The  Company  has
pursued, and will continue to pursue, opportunities through internal development
and acquisitions of complementary  enterprises and products. The Company has not
entered into any agreements  involving potential  acquisitions at this time. The
Company competes for acquisition and expansion  opportunities with many entities
that  have  substantially  greater  resources  than the  Company.  In  addition,
acquisitions may involve  difficulties in the retention of personnel,  diversion
of management's attention,  unexpected legal liabilities, and tax and accounting
issues.  There can be no assurance that the Company will be able to successfully
identify  suitable  acquisition  candidates,  complete  acquisitions,  integrate
acquired  businesses or service offerings into its operations or expand into new
markets.  Once  integrated,  acquisitions may not achieve  comparable  levels of
revenue,  profitability or productivity as the existing  business of the Company
or otherwise  perform as expected.  The  occurrence of any of these events could
have a material adverse effect on the Company's  business,  financial  condition
and results of operations.

         WORKING CAPITAL DEFICIENCIES;  HISTORY OF LOSSES. While the Company had
working  capital of $7.8  million as of January  31,  1998,  it has a history of
limited working capital and had working capital  deficiencies of $585,000,  $7.7
million, and $3.0 million at April 30, 1995, 1996, 1997, respectively.  On March
19,  1997,  the  Company  entered  into  a  credit  facility  with  a  financial
institution  that provides for maximum  borrowing of $17.0  million.  The credit
facility provides for a $15.0 million revolving credit facility,  with allowable
borrowing  under the facility based on a formula of  receivables  and inventory.
The credit facility also provides for a term loan of $2.0 million with principal
and interest due monthly.  The revolving  credit  facility bears interest at the
prime  rate plus 0.75% per annum an the term loan  bears  interest  at the prime
rate plus 1.5% per annum.  The credit  facility  requires  the Company to comply
with certain financial and nonfinancial  covenants.  As of January 31, 1998, the
Company was not in  compliance  with certain  covenants and is in the process of
obtaining waivers. Outstanding borrowings under the term loan and revolving loan
as of January 31, 1998 were $1.7 million and $4.2 million, respectively.


                                       -8-

<PAGE>
         In addition, the Company has incurred net losses of $2.4 million, $13.4
million,  $5.0  million and  $688,000 for the fiscal years ended April 30, 1995,
1996, and 1997, and the nine months ended January 31, 1998, respectively.  There
can be no assurance that the Company will generate  sufficient  revenues to meet
expenses or to operate  profitably  in the  future.  If the Company is unable to
generate  sufficient  cash  flow  from  its  operations  it  would  have to seek
additional  borrowings,  effect  debt or equity  offerings  or  otherwise  raise
capital.  There can be no assurance that any such financing will be available to
the Company, or if available,  that the terms will be acceptable to the Company.
In addition, the ability to raise other capital might be restricted by financial
covenants contained in the Company's currently existing borrowing agreements.

         POSSIBLE  NEED FOR  ADDITIONAL  FINANCING.  As of January  31, 1998 the
Company had cash and cash  equivalents  of  $120,000.  The Company  anticipates,
based on currently  proposed  plans and  assumptions  relating to its operations
that  its  existing  capital   resources  will  be  sufficient  to  satisfy  its
anticipated  cash  requirements  for at least 12  months.  In the event that the
Company's plans change,  its assumptions  change or prove to be inaccurate,  the
Company  will be required to seek  additional  financing  to finance its working
capital  requirements.  There can be no assurance that any additional financing,
if required,  will be available to the Company on acceptable  terms,  if at all.
The Company currently has availability of approximately  $845,000 under its line
of credit.  Any  inability  by the Company to obtain  additional  financing,  if
required, will have a material adverse effect on the operations of the Company.

         SUBSTANTIAL  INDEBTEDNESS.  As of January  31,  1998,  the  Company had
outstanding on a consolidated basis  approximately $8.2 million of indebtedness.
The level of the Company's indebtedness could have important consequences to its
future  prospects,  including  the  following:  (i)  limiting the ability of the
Company to obtain any  necessary  financing  in the future for working  capital,
capital  expenditures,   debt  service  requirements  or  other  purposes;  (ii)
requiring that a substantial portion of the Company's cash flow from operations,
if any,  be  dedicated  to the  payment  of  principal  of and  interest  on its
indebtedness and other  obligations;  (iii) limiting its flexibility in planning
for,  or reacting to changes  in, its  business;  (iv) the Company  will be more
highly  leveraged  than  some  of  its  competitors,  which  may  place  it at a
competitive disadvantage; and (v) increasing its vulnerability in the event of a
downturn in its business.

         DEPENDENCE ON KEY PERSONNEL.  The Company's  future success  depends in
large part on the continued  service of its key personnel.  In  particular,  the
loss of the  services of Isaac Gaon,  Chairman of the Board and Chief  Executive
Officer of the Company,  or Christopher Carey,  President of the Company,  could
have a

                                       -9-

<PAGE>

material  adverse  effect on the  operations  of the  Company.  The  Company has
employment  agreements  with  Messrs.  Gaon and  Carey  each of which  expire on
October 31, 1999. Each of these  employment  agreements may be terminated by the
Company for cause or by the  employee  for good  reason.  The  Company's  future
success and growth also depends on its ability to continue to attract,  motivate
and retain  highly  qualified  employees,  including  those with the  technical,
managerial,  sales and marketing  expertise necessary to operate the business of
the Company.  Competition  for personnel in the  configuration,  integration and
installation  services  industry is intense,  and there can be no assurance that
the Company will be  successful  in attracting  and  retaining  such  personnel.
Departures  and  additions of key  personnel  may be disruptive to the Company's
business and could have a material  adverse  effect on the  Company's  business,
financial condition and results of operations.

         COMPETITION.  The  Company  competes  with a number of other  companies
involved in the design, configuration,  installation,  integration and servicing
of computer networking technologies.  The market for configuration,  integration
and  installation  services  is highly  fragmented,  intensely  competitive  and
rapidly  changing and there can be no assurance that the Company will be able to
compete  successfully  in the future.  The Company  believes that its ability to
compete successfully depends upon a number of factors both within and beyond its
control,  including  performance,  price,  quality and breadth of services,  and
industry and general economic  trends.  In addition to direct  competition,  the
Company  faces  indirect  competition  from its  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 the Company. As a result, the
Company must educate prospective customers as to the advantages of the Company's
services.  There can be no  assurance  that the Company  will be able to compete
effectively  with its direct  competitors  or to  adequately  educate  potential
customers to the benefits provided by the Company's services.

         Many of the  Company's  current and potential  competitors  have longer
operating histories and greater financial, technical, sales, marketing and other
resources,  as well as greater name  recognition,  larger  customer  bases,  and
greater market acceptance of their services, than the Company. As a result, they
may be  able  to  respond  more  quickly  to  technological  changes  or  market
opportunities, and to devote greater resources to the development, promotion and
sale of their  services  than the  Company.  Also,  in the  markets in which the
Company operates, there are relatively low barriers to entry 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, any of which could have a
material adverse effect on the Company's ability

                                      -10-

<PAGE>
to achieve  its  financial  and  business  goals.  To achieve its goal of larger
market  share,  the Company  must  continue to enhance  its  existing  services,
introduce new service  offerings,  recruit and train  additional  deployment and
engineering  staff,  and recruit and train  sales and  marketing  professionals.
There can be no assurance that the Company will be able to successfully  compete
against current and future  competitors or that  competitive  pressures faced by
the Company will not have a material  adverse effect on its business,  financial
condition and results of operations.

         The Company has licensed on a non-exclusive basis,  including the right
to  sublicense,   its  Integrator's   Workbench  Product  Series  ("Integrator's
Workbench")  software  tools to  certain  third  parties.  As a  result  of such
licenses,  third parties may obtain the right to use Integrator's  Workbench and
may compete with the Company in certain instances.

         RELIANCE ON UNIONIZED  LABOR.  A  substantial  portion of the Company's
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"). The Company's union employees are mainly
responsible for providing installation services. The Company's current contracts
with the IBEW expired on December 31, 1997.  Accordingly,  the  Company's  union
employees are currently  working  without a contract  under the terms of the old
contracts.  Negotiations  have  recently  commenced  with  respect  to  the  new
contracts and there can be no assurance as to the results of the negotiations or
whether such contracts will be negotiated  without any work stoppages.  Any work
stoppages or other labor  disturbances  could have a material  adverse effect on
the Company's business, financial condition and results of operations.

         LIMITED INTELLECTUAL  PROPERTY.  The Company relies on a combination of
contractual rights, copyright and trade secret laws to establish and protect its
software and other proprietary rights.  Currently, the Company has no copyrights
or patents  pending for its products and  services.  Existing  trade secret laws
offer only limited protection. There can be no assurance that the steps taken by
the  Company to protect  these  proprietary  rights  will be  adequate  to deter
misappropriation.  Although the Company  does not believe that it is  infringing
the intellectual  property rights of others, there can be no assurance that such
claims will not be asserted and, if asserted,  would not have a material adverse
effect on the Company's business, financial condition and results of operations.
Any such litigation could be costly and divert management's attention, either of
which could have a material adverse effect on the Company's business,  financial
condition and results of operations.  Adverse  determinations in such litigation
could  result  in the loss of the  Company's  proprietary  rights,  subject  the
Company to  significant  liabilities,  require the Company to seek licenses from
third parties or prevent the Company from selling its

                                      -11-

<PAGE>
services, any one of which would have a material adverse effect on the Company's
business, financial conditions and results of operations.

         INFLUENCE BY MANAGEMENT AND PRINCIPAL  STOCKHOLDERS.  As of January 31,
1998, the Company's  directors and executive officers owned and/or had the power
to vote approximately 24.6% of the Common Stock. In addition,  as of January 31,
1998, Ralph Glasgal, a Director of the Company, through his direct ownership and
through a voting  agreement with Direct Connect  International  Inc. ("DCI") had
the  power  to vote  approximately  14.5% of the  Common  Stock  and Mr.  Carey,
President  of the  Company,  had the  power to vote  approximately  12.0% of the
Common Stock. Accordingly,  management will be able to influence (in addition to
their  influence  as officers  and/or  directors)  the  affairs of the  Company,
including  the election of directors  and other  matters  requiring  stockholder
approval.

         VOLATILITY  OF THE  COMPANY'S  COMMON  STOCK.  The market  price of the
Company's Common Stock has experienced significant volatility.  Announcements of
technological  or other  innovations for new commercial  products or services of
the Company or its  competitors,  developments  concerning  propriety  rights or
governmental regulations, changes in financial estimates by securities analysts,
or general  conditions in the economy or the market for the Company's  services,
some of which may be  unrelated  to the  Company's  performance  and  beyond the
Company's  control,  may have a significant effect on the Company's business and
on the market price of the Company's  securities.  Sales of a substantial number
of shares by existing  security holders could also have an adverse effect on the
market  price  of the  Company's  securities.  The  stocks  of  many  technology
companies have experienced  extreme price and volume  fluctuations  unrelated to
the operating performance of those companies.

         SHARES  ELIGIBLE FOR FUTURE SALE. No predictions  can be made as to the
effect,  if any, that the sale or availability  for sale of shares of additional
Common  Stock will have on the market price of the Common  Stock.  Nevertheless,
sales of  substantial  amounts  of such  shares  in the  public  market,  or the
perception that such sales could occur,  could  materially and adversely  effect
the market price of the Common Stock and could impair the  Company's  ability to
raise capital through an offering of its equity securities in the future.

         RIGHTS OF COMMON STOCK  SUBORDINATE TO PREFERRED STOCK. The Certificate
of  Incorporation  of the  Company  authorizes  the  issuance  of a  maximum  of
4,000,000 shares of preferred  stock,  par value $0.001 per share.  There are no
shares of preferred stock currently issued and outstanding.  However,  if shares
of preferred stock are issued in the future,  the terms of a series of preferred
stock may be set by the  Company's  Board of Directors  without  approval by the
holders of the Common Stock of the Company. Such terms could

                                      -12-

<PAGE>
include,  among  others,  preferences  as  to  dividends  and  distributions  on
liquidation as well as separate  class voting rights.  The rights of the holders
of the Company's Common Stock will be subject to, and may be adversely  effected
by, the rights of the holders of any  preferred  stock that may be issued in the
future.

         CERTAIN ANTI-TAKEOVER CHARTER PROVISIONS.  The Company's Certificate of
Incorporation (i) requires certain procedures to be followed and time periods to
be met for any  stockholder  to  propose  matters  to be  considered  at  annual
meetings of stockholders,  including  nominating directors for election at those
meetings,   (ii)  prohibits   stockholders  from  calling  special  meetings  of
stockholders,  and (iii)  authorizes  the Board of  Directors  of the Company to
issue up to 4,000,000 shares of preferred stock without stockholder approval and
to set the rights, preferences and other designations,  including voting rights,
of those shares as the Board of Directors may determine. These provisions, alone
or in  combination  with  each  other  and  with  the  matters  described  under
"--Influence   by  Management  and  Principal   Stockholders,"   may  discourage
transactions  involving  actual or potential  changes of control of the Company,
including  transactions  that otherwise  could involve payment of a premium over
prevailing  market  prices to  holders of Common  Stock.  The  Company  has also
adopted a  stockholder  rights plan and is subject to provisions of the Delaware
General Corporation Law which have certain anti-takeover effects.

         NO CASH  DIVIDENDS.  The  Company  has not paid cash  dividends  on its
Common  Stock since its  inception,  other than  certain  distributions  made to
stockholders in amounts  sufficient to reimburse the Company's  stockholders for
income tax liabilities  arising from the Company's former status as a Subchapter
"S" corporation. The Company does not intend to pay cash dividends on its Common
Stock for the  foreseeable  future.  The payment of cash dividends in the future
will be at the  discretion of the  Company's  Board of Directors and will depend
upon such  factors as  earnings  levels,  capital  requirements,  the  Company's
financial  condition and other factors deemed relevant by the Company's Board of
Directors.  In  addition,  the  payment  of cash  dividends  by the  Company  is
restricted by the Company's current bank credit facility,  and future borrowings
may contain similar restrictions.

                                      -13-

<PAGE>
                                   THE COMPANY

         Datatec  Systems,  Inc.  (the  "Company")  provides  rapid and accurate
configuration,  integration  and  installation  services for the  deployment  of
complex  computer   networking  and  connectivity   systems.  By  combining  its
standardized  process methodology and its Integrator's  Workbench Product Series
software tools with extensive project management, integration and implementation
expertise,  the Company  delivers  high  quality and cost  effective  technology
deployment solutions.  Utilizing four regional staging and configuration centers
and its own field  installation force of approximately 285 persons operating out
of  19  offices,   the  Company  conducts  multiple   simultaneous  large  scale
deployments for organizations across the United States and Canada.

         In order to provide high quality,  consistent, rapid and cost effective
results,  the  Company has  developed a  deployment  model  consisting  of (i) a
standardized  process  methodology,  (ii) project  management  expertise,  (iii)
Integrator's  Workbench  software tools, (iv) regional staging and configuration
centers  and (v) its own field  installation  force.  The Company  believes  its
deployment  model enables its direct customers to accelerate the assimilation of
networking  technologies  into their  organizations,  and  allows  its  indirect
customers to accelerate the adoption of their products and services.

         The Company  markets its services to Fortune 2,000  companies  directly
through its sales force and indirectly  through systems  manufacturers,  systems
integrators,  independent software vendors and telecommunications  carriers. The
Company's   direct  customers   include   Beneficial   Management   Corporation,
Blockbuster  Entertainment  Inc.,  Federated  Department  Stores,  Inc.,  Lowe's
Companies,  Inc., Ross Stores, Inc., Starbucks  Corporation,  Toys "R" Us, Inc.,
and Walgreen Co. The Company's  indirect customers include Bell Atlantic Network
Integration,  Diebold Inc.,  Electronic  Data Systems  Incorporated,  IBM Global
Services, NCR Corporation and Unisys Corporation.  In June 1997, the Company was
selected  by Cisco to  participate  in its new  Advanced  Installation  Services
("AIS")  program.  The AIS program is intended to enable  faster  deployment  of
Cisco's networking technology to Fortune 1,000 corporations.

         Since April 1996, the Company has completed  three  acquisitions  which
have enabled it to focus its business  exclusively on providing rapid deployment
services.  The Company's  objective is to be the premier  provider of deployment
services for the implementation of complex computer  networking  solutions.  Key
elements of the Company's strategy include: (i) focusing on deployment services;
(ii)  targeting  complex  networking  and  connectivity  implementations;  (iii)
leveraging the Company's  deployment model; (iv) leveraging  existing customers;
(v) establishing strategic alliances; and (vi) pursuing strategic acquisitions.

                                      -14-

<PAGE>
         The  Company's  executive  offices  are  located at 20C  Commerce  Way,
Totowa, New Jersey 07512. The telephone number of the Company is (973) 890-4800.
When used in this  Prospectus,  the term  "Company"  refers to Datatec  Systems,
Inc., a Delaware corporation and its subsidiaries.

                                 USE OF PROCEEDS

         This Prospectus relates to the reoffer and resale of Shares issuable to
the Selling  Stockholders  pursuant to the Stock Purchase Plan. The Company will
not  receive  any of the  proceeds  from the sale of the  Shares by the  Selling
Stockholders.

                              SELLING STOCKHOLDERS

         This  Prospectus   relates  to  the  offer  and  sale  by  the  Selling
Stockholders  of up to  750,000  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 the Selling Stockholders and certain other information
relating to the Selling  Stockholders  will be  provided by  supplement  to this
Prospectus.


                                      -15-

<PAGE>
                              PLAN OF DISTRIBUTION

         This  Prospectus  covers  the  resale  of up to  750,000  Shares of the
Company's  Common Stock  issuable  under the Stock  Purchase  Plan.  The Selling
Stockholders   may  sell  the  Shares  offered  hereby  from  time  to  time  in
transactions  on one or  more  exchanges,  in the  over-the-counter  market,  in
negotiated  transactions,  or a  combination  of such methods of sale,  at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices relating to prevailing market prices or at negotiated prices and terms.

         From time to time the  Selling  Stockholders  may pledge  their  Shares
pursuant to the margin  provisions of customer  agreements with their respective
brokers. Upon a default by the Selling Stockholders,  such brokers may offer and
sell the pledged Shares.

         This Prospectus also may be used, with the Company's consent, by donees
or other transferees of the Selling Stockholders,  or by other persons acquiring
the Common Stock under  circumstances  requiring or making  desirable the use of
this Prospectus for the offer and sale of such shares.

         Such  transactions  may be effected by selling the Shares to or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts,  concessions or commissions from the Selling  Stockholders and/or the
purchasers  of the Shares 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 the  customary  commissions).  The  Selling
Stockholders   and  any   broker-dealers   that  participate  with  the  Selling
Stockholders   in  the   distribution   of  the  Shares  may  be  deemed  to  be
"underwriters" within the meaning of Section 2(11) of the Securities Act and any
commissions  received  by them and any profit on the resale of the Shares may be
deemed to be underwriting commissions or discounts under the Securities Act. The
Selling  Stockholders  will pay any transaction  costs associated with effecting
any sales that occur.

         Any  broker-dealer  acquiring Common Stock offered hereby may sell such
securities 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 Nasdaq,  at prices  related to such
prevailing market prices or at negotiated prices and terms to its customers or a
combination of such methods. In addition and without limiting the foregoing, the
Selling  Stockholders will be subject to applicable  provisions of Regulation M,
which may limit the timing of the  purchases and sales of shares of Common Stock
by the Selling Stockholders.


                                      -16-

<PAGE>
         In addition,  any Shares covered by this  Prospectus  which qualify for
sale  pursuant  to Rule 144 may be sold  under  Rule 144  instead  of under this
Prospectus.

         The  Company  has agreed to pay all fees and  expenses  incident to the
registration of the Shares,  except selling commissions and fees and expenses of
counsel or any other  professionals  or other  advisors,  if any, to the Selling
Stockholders.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig  LLP, New York, New York.  Robert Frome,  Robert Friedman and
Jeffrey Spindler, members of Olshan Grundman Frome & Rosenzweig LLP, hold shares
of Common  Stock.  Mr.  Friedman  is also a director  of the  Company  and holds
options to purchase additional shares of Common Stock.

                                     EXPERTS

         The consolidated financial statements as of April 30, 1997 incorporated
by reference in this  prospectus  and elsewhere in the  registration  statement,
have been audited by Arthur Andersen LLP,  independent  public  accountants,  as
indicated  on 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

         The Company has filed with the Securities and Exchange Commission three
Registration Statements 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 Statements.
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 Statements,  each such statement being qualified in all respects by
such reference.

                                      -17-

<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, 1997.

                  2.  The  Company's  Quarterly  Reports  on Form  10-Q  for the
quarters ended July 31, 1997, as amended, October 31, 1997 and January 31, 1998.

                  3. The Company's  Current  Reports on Form 8-K dated September
23,  1997,  October 20, 1997,  January 12, 1998,  February 24, 1998 and March 9,
1998.

                  4. 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,  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  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 deemed to include such an
employee benefit plan, including, without limitation, any plan of the

                                      II-2

<PAGE>
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 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

                                      II-3

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


                                      II-4

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


                                      II-5

<PAGE>
                  (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 Certificate of the Company's Common Stock.

       * 5.1               Opinion of Olshan Grundman Frome & Rosenzweig LLP.

      * 10.1               Datatec Systems, Inc. 1998 Employee Stock Purchase
                           Plan.

      * 23.1               Consent of Arthur Andersen LLP

      * 23.2               Consent of Olshan Grundman Frome & Rosenzweig 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;

                           (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
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement;

                           b.       That,  for the  purpose of  determining  any
liability under the Securities Act of 1933, 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 of 1933,  each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities Exchange Act of

                                      II-8

<PAGE>
1934) 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 of 1933 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  Totowa,  State of New  Jersey,  on this  27th day of
March, 1998.

                                       DATATEC SYSTEMS, INC.
                                           (Registrant)

                                       By:  /S/ ISAAC 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  Christopher J. Carey and Isaac J. Gaon,
and each of them,  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  attorneys-in-fact  and
agents,  and each of them,  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/ CHRISTOPHER CAREY
--------------------------   President and Director          March 27, 1998
Christopher Carey


/S/ ISAAC GAON
--------------------------   Chairman of the Board and       March 27, 1998
Isaac J. Gaon                Chief Executive Officer
                             (principal executive
                             officer)

/S/ THOMAS BERRY             Director                        March 27, 1998
--------------------------
Thomas Berry

/S/ ROBERT FRIEDMAN          Director                        March 27, 1998
--------------------------
Robert H. Friedman

/S/ RALPH GLASGAL            Director                        March 27, 1998
--------------------------
Ralph Glasgal


___________________________  Director                        March 27, 1998
David Milch


___________________________  Director                        March 27, 1998
Joseph Salvani

/S/ JAMES CACI
---------------------------  Chief Financial Officer         March 27, 1998
James M. Caci                (principal financial and
                             accounting officer)



                                      II-10
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 77472}]
{"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": "333-48757", "film-number": "98575403"}, "business-address": {"street1": "151 VETERANS DR", "city": "PEGUANNOCK", "state": "NJ", "zip": "07440", "phone": "2017688082"}, "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.)

                       20C Commerce Way, Totowa, NJ 07512
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                        1998 EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                  Isaac J. Gaon
                             Chief Executive Officer
                              Datatec Systems, Inc.
                                20C Commerce Way
                            Totowa, New Jersey 07512
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (973) 890-4800
--------------------------------------------------------------------------------
          (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 value
per share                     750,000 Shares(1)(2)             $4.88(2)                $3,660,000               $1,109.09
================================================================================================================================
(1)      Represents an aggregate of 750,000  shares of Common Stock  issuable by
         the  Registrant  pursuant to the 1998  Employee  Stock  Purchase  Plan.
         Pursuant to Rule 416  promulgated  under the Securities Act of 1933, as
         amended (the "Act"),  this  Registration  Statement also registers such
         number of  additional  shares of Common  Stock  that may be  offered or
         issued  pursuant  to  the  Stock  Purchase  Plan  to  prevent  dilution
         resulting from stock splits, stock dividends or similar transactions.

(2)      Estimated solely for the purpose of determining the registration fee in
         accordance with Rule 457(c) and Rule 457(h) under the Securities Act of
         1933, based on $4.88, the per share average of high and low sale prices
         of the  Registrant's  Common  Stock as reported by the Nasdaq  SmallCap
         Market ("Nasdaq") on March 25, 1998.

                                       -2-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         The information called for by Part I of this Registration  Statement on
Form S-8 (the  "Registration  Statement") is included in the  description of the
Datatec  Systems,  Inc. 1998 Employee Stock  Purchase Plan (the "Stock  Purchase
Plan") to be delivered to persons eligible to participate in the Plan.  Pursuant
to the Note to Part I of Form S-8, this  information  is not being filed with or
included  in  this  Registration  Statement.   However,  included  herein  is  a
Prospectus to be used in connection with certain  reoffers and resales of shares
of common stock,  par value $.001 per share, of Datatec Systems,  Inc.  acquired
pursuant  to the Stock  Purchase  Plan.  Such  Prospectus  has been  prepared in
accordance with the  requirements of Form S-3 pursuant to General  Instruction C
of Form S-8.
PROSPECTUS

                                 750,000 SHARES

                              DATATEC SYSTEMS, INC.
                         Common Stock ($.001 par value)

         This  Prospectus  relates to the reoffer and resale by certain  selling
stockholders  (the  "Selling   Stockholders")  of  Datatec  Systems,  Inc.  (the
"Company") of up to 750,000  shares (the  "Shares") of Common  Stock,  par value
$.001 per share,  of the Company  (the "Common  Stock")  pursuant to the Datatec
Systems, Inc. 1998 Employee Stock Purchase Plan (the "Stock Purchase Plan").

         The  offer  and sale of the  Shares to the  Selling  Stockholders  were
previously  registered  under  the  Securities  Act of  1933,  as  amended  (the
"Securities Act"). The Shares are being reoffered and resold for the accounts of
the Selling  Stockholders  and the Company  will not receive any of the proceeds
from the resale of the Shares.

         Sales by the Selling  Stockholders may be effected from time to time in
one  or  more  transactions  in the  over  the  counter  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."  The Company will
bear all expenses in connection with the preparation of this Prospectus, but all
selling and other expenses incurred by the Selling Stockholders will be borne by
such Selling Stockholders.

         The Common  Stock of the  Company  is traded on the  Nasdaq  Small- Cap
Market  ("Nasdaq") under the symbol "DATC." On March 25, 1998, the closing price
for the Common Stock, as reported by Nasdaq was $5.06.  Prospective acquirors of
Shares are urged to obtain a current price quotation.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

          CERTAIN MATTERS DISCUSSED IN THIS REGISTRATION STATEMENT ARE
            FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO RISKS AND
             UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
                        MATERIALLY FROM THOSE PROJECTED.

                 The date of this Prospectus is March 27, 1998.

                                       -2-
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor,  New York,  New York 10048.  Copies of such material can be obtained from
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports,
proxy statements and other information concerning the Company (symbol: DATC) can
be  inspected  and  copied at the  offices of the Nasdaq  Stock  Market,  1735 K
Street, N.W.,  Washington,  D.C. 20006, on which the Common Stock of the Company
is listed.  Such  material may also be accessed  electronically  by means of the
Commission's home page on the internet at http//www.sec.gov.

         The Company has also filed with the Commission a Registration Statement
on  Form  S-8  (together  with  all  amendments   and  exhibits   thereto,   the
"Registration  Statement")  under the  Securities Act with respect to the Shares
offered  hereby.  This  Prospectus  does not contain all of the  information set
forth in the  Registration  Statement,  certain  parts of which are  omitted  in
accordance  with the  rules  and  regulations  of the  Commission.  For  further
information, reference is made to the Registration Statement.

                                TABLE OF CONTENTS

AVAILABLE INFORMATION........................................................3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................4

RISK FACTORS.................................................................5

THE COMPANY.................................................................14

USE OF PROCEEDS.............................................................15

SELLING STOCKHOLDERS........................................................15

PLAN OF DISTRIBUTION........................................................16

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

EXPERTS  ...................................................................17

ADDITIONAL INFORMATION......................................................17

                                       -3-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  Company's  Annual Report on Form 10-K for the year ended April 30,
1997,  Quarterly  Report on Form 10-Q for the quarters  ended July 31, 1997,  as
amended,  October 31,  1997,  and January  31,  1998 and Current  Reports  dated
September 23, 1997, October 20, 1997,  January 12, 1998,  February 24, 1998, and
March 9, 1998 are  incorporated  by  reference in this  Prospectus  and shall be
deemed to be a part  hereof.  All  documents  subsequently  filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of this offering, are deemed to be incorporated by reference in this
Prospectus  and shall be deemed to be a part  hereof  from the date of filing of
such documents.

         The Company's  Application  for  Registration of its Common Stock under
Section  12(b) of the  Exchange  Act  filed on May 2,  1996 is  incorporated  by
reference in this Prospectus and shall be deemed to be a part hereof.

         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.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to 20C Commerce Way, Totowa, New Jersey 07512,  Attention:  James M.
Caci. Oral requests should be directed to such officer  (telephone  number (973)
890-4800).

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

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling Stockholders.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -4-
RISK FACTORS

         THE  SECURITIES  OFFERED  HEREBY  INVOLVE A HIGH  DEGREE OF RISK.  EACH
PROSPECTIVE  INVESTOR  SHOULD  CAREFULLY  CONSIDER  THE  FOLLOWING  RISK FACTORS
INHERENT  IN, AND  EFFECTING  THE  BUSINESS  OF, THE  COMPANY  BEFORE  MAKING AN
INVESTMENT DECISION.

         RECENT CHANGE OF BUSINESS FOCUS. In October 1996, the Company  acquired
Datatec  Industries Inc.  ("Datatec  Industries"),  a provider of configuration,
integration and deployment services.  In June 1997, the Company discontinued its
data  communications   equipment   distribution   business  in  order  to  focus
exclusively on deployment services.  The Company's current business represents a
substantial change from the Company's historical line of business. Consequently,
the  Company's   historical  results  of  operations  do  not  reflect  combined
operations relating to its current business for a significant period of time and
such  results  may  not  be  indicative  of  the  Company's  future  results  of
operations.  Management  and other  key  personnel  may not have the  experience
required to manage such a substantial change in business focus. If the Company's
efforts  are not  successful,  the  Company's  results  of  operations  could be
adversely effected.

         FLUCTUATIONS IN QUARTERLY RESULTS;  EXTENDED LEAD TIMES FOR REALIZATION
OF REVENUE.  The Company's  quarterly operating results have varied in the past,
and may vary significantly in the future,  depending on a number of factors such
as market  acceptance  of new or enhanced  versions of the  Company's  services,
changes in the customer  mix,  changes in the level of operating  expenses,  the
gain or loss of significant customers, personnel changes and economic conditions
in general and in the Company's  industry in particular.  Any unfavorable change
in these or other factors could have a material  adverse effect on the Company's
operating  results for a particular  quarter and makes the prediction of revenue
and  results of  operations  on a quarterly  basis  difficult,  and  performance
forecasts derived from such predictions unreliable.

         The  Company  has   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 the  Company's
operating expenses is 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 the Company's expectations of future revenue on a
quarterly  basis.  If  actual  revenue  levels  on a  quarterly  basis are below
management's  expectations,  results of  operations  are likely to be  adversely
effected  because only a small amount of the Company's  expenses varies with its
revenue in the short term.

                                       -5-
Due to the nature and size of  deployment  projects that the Company is
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  the  Company's  operating  results
increase the Company's  risk of failure,  especially  given its present level of
working capital.  As a result,  if the Company  experiences  lower than expected
sales  volume for an  extended  period of time,  it may have a material  adverse
effect on the  business,  financial  condition  and results of operations of the
Company.

         MANAGEMENT OF GROWTH. Recently, the Company has expanded its operations
rapidly through several  acquisitions,  which has placed significant  demands on
the Company's  administrative,  operational and financial personnel and systems.
Additional expansion by the Company may further strain the Company's management,
financial  and other  resources.  There can be no assurance  that the  Company's
systems,  procedures,  controls and  existing  space will be adequate to support
expansion of the Company's  operations.  The Company's future operating  results
will  substantially  depend on the ability of its officers and key  employees to
manage   changing   business   conditions  and  to  implement  and  improve  its
operational,  financial control and reporting systems.  If the Company is unable
to  respond to and  manage  changing  business  conditions,  the  quality of the
Company's  services,  its  ability to retain key  personnel  and its  results of
operations could be materially adversely effected.

         RELIANCE ON SIGNIFICANT CUSTOMERS; NO ASSURANCE OF BACKLOG. During each
of the past two  fiscal  years,  sales of the  Company's  services  to a limited
number of customers have accounted for a substantial percentage of the Company's
total net sales.  For the years ended April 30, 1997 and 1996,  the Company's 15
largest  customers  accounted  for 61.5% and  63.0% of the  Company's  total net
sales,  respectively.  For the year ended April 30, 1997,  Federated  Department
Stores,  Inc.  and  Lowe's  Companies,  Inc.  accounted  for  11.7%  and  10.1%,
respectively,  of the Company's total net sales. This concentration of customers
can  cause  the   Company's   net  sales  and   earnings   to   fluctuate   from
quarter-to-quarter, based on the requirements of its customers and the timing of
delivery of services.  Although the Company  believes it has good  relationships
with its largest customers and has in the past received a substantial portion of
its  revenues  from repeat  business  with  established  customers,  none of the
Company's  major customers has any obligation to purchase  additional  services.
Therefore,  there can be no assurance that any of the Company's  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,
the Company  believes that large orders from a limited  number of customers will
continue  to account  for a  substantial  portion of its  revenues in any fiscal
period.  In any period,  the  unexpected  loss of or decline in net sales from a
major

                                       -6-
customer,  or the failure to generate significant revenues from other customers,
could have a material  adverse effect on the business,  financial  condition and
results of operations of the Company.

         The Company's  deployment  services are  generally  provided at a fixed
contract price pursuant to purchase orders or other written  agreements with its
customers. Although certain traditional customers of Datatec Industries continue
to order  services  through  oral  agreements,  the Company is in the process of
changing  its  procedure  to assure  that in the  future  all  services  will be
provided  under written  agreements.  There can be no assurance that the Company
will not be involved in  litigation  with  respect to any oral  agreements  with
customers or that the outcome of any such litigation might not be unfavorable to
the Company as a result of the lack of a written agreement or purchase order.

         Backlog for the  Company's  services as of  February  28, 1998  totaled
approximately  $58.5  million.  Backlog  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
effecting the  customer's  industry,  may cause  customers to cancel,  reduce or
delay orders that were previously made or anticipated. The Company 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 effect the Company's  business,  financial
condition  and  results of  operations.  Backlog  should  not be relied  upon as
indicative of the Company's revenues for any future period.

         DEPENDENCE ON INDIRECT CUSTOMERS AND STRATEGIC  ALLIANCES.  The Company
markets its services in part through indirect customers and strategic  alliances
with  systems   manufacturers,   systems   integrators,   independent   software
developers/distributors,  and  telecommunications  carriers,  that  utilize  the
Company's  services to provide  joint  solutions to  customers.  The Company has
entered into a  non-exclusive  agreement  with Cisco  Systems,  Inc.  ("Cisco"),
pursuant  to which the  Company  has agreed to provide  deployment  services  to
customers of Cisco.  Cisco may terminate  its agreement  with the Company at any
time, with or without cause.  Termination of the Cisco agreement, or any similar
agreement  that the  Company  enters  into in the  future,  may have a  material
adverse  effect on the Company's  business,  financial  condition and results of
operations.  The  Company's  strategy is to enter into similar  agreements  with
other systems manufacturers,  independent software vendors,  systems integrators
and telecommunications  carriers. Because the Company utilizes and will continue
to  utilize  indirect  customers  and  strategic   alliances  as  a  significant
distribution channel, the Company is subject to the risk that its indirect

                                      -7-
customers or strategic  partners will  discontinue  or decrease their use of the
Company's  services for reasons  unrelated to the quality or price of, or demand
for, the Company's  services,  which could have a material adverse effect on the
Company's business,  financial condition and results of operations.  The Company
is subject to the risk that the demand for  products  and  services  sold by its
indirect  customers  or  strategic  partners  will  decline,  which could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

         ACQUISITIONS.  A significant portion of the Company's revenue growth is
a result of its  recent  acquisition  of Datatec  Industries.  The  Company  has
pursued, and will continue to pursue, opportunities through internal development
and acquisitions of complementary  enterprises and products. The Company has not
entered into any agreements  involving potential  acquisitions at this time. The
Company competes for acquisition and expansion  opportunities with many entities
that  have  substantially  greater  resources  than the  Company.  In  addition,
acquisitions may involve  difficulties in the retention of personnel,  diversion
of management's attention,  unexpected legal liabilities, and tax and accounting
issues.  There can be no assurance that the Company will be able to successfully
identify  suitable  acquisition  candidates,  complete  acquisitions,  integrate
acquired  businesses or service offerings into its operations or expand into new
markets.  Once  integrated,  acquisitions may not achieve  comparable  levels of
revenue,  profitability or productivity as the existing  business of the Company
or otherwise  perform as expected.  The  occurrence of any of these events could
have a material adverse effect on the Company's  business,  financial  condition
and results of operations.

         WORKING CAPITAL DEFICIENCIES;  HISTORY OF LOSSES. While the Company had
working  capital of $7.8  million as of January  31,  1998,  it has a history of
limited working capital and had working capital  deficiencies of $585,000,  $7.7
million, and $3.0 million at April 30, 1995, 1996, 1997, respectively.  On March
19,  1997,  the  Company  entered  into  a  credit  facility  with  a  financial
institution  that provides for maximum  borrowing of $17.0  million.  The credit
facility provides for a $15.0 million revolving credit facility,  with allowable
borrowing  under the facility based on a formula of  receivables  and inventory.
The credit facility also provides for a term loan of $2.0 million with principal
and interest due monthly.  The revolving  credit  facility bears interest at the
prime  rate plus 0.75% per annum an the term loan  bears  interest  at the prime
rate plus 1.5% per annum.  The credit  facility  requires  the Company to comply
with certain financial and nonfinancial  covenants.  As of January 31, 1998, the
Company was not in  compliance  with certain  covenants and is in the process of
obtaining waivers. Outstanding borrowings under the term loan and revolving loan
as of January 31, 1998 were $1.7 million and $4.2 million, respectively.

                                       -8-
In addition, the Company has incurred net losses of $2.4 million, $13.4
million,  $5.0  million and  $688,000 for the fiscal years ended April 30, 1995,
1996, and 1997, and the nine months ended January 31, 1998, respectively.  There
can be no assurance that the Company will generate  sufficient  revenues to meet
expenses or to operate  profitably  in the  future.  If the Company is unable to
generate  sufficient  cash  flow  from  its  operations  it  would  have to seek
additional  borrowings,  effect  debt or equity  offerings  or  otherwise  raise
capital.  There can be no assurance that any such financing will be available to
the Company, or if available,  that the terms will be acceptable to the Company.
In addition, the ability to raise other capital might be restricted by financial
covenants contained in the Company's currently existing borrowing agreements.

         POSSIBLE  NEED FOR  ADDITIONAL  FINANCING.  As of January  31, 1998 the
Company had cash and cash  equivalents  of  $120,000.  The Company  anticipates,
based on currently  proposed  plans and  assumptions  relating to its operations
that  its  existing  capital   resources  will  be  sufficient  to  satisfy  its
anticipated  cash  requirements  for at least 12  months.  In the event that the
Company's plans change,  its assumptions  change or prove to be inaccurate,  the
Company  will be required to seek  additional  financing  to finance its working
capital  requirements.  There can be no assurance that any additional financing,
if required,  will be available to the Company on acceptable  terms,  if at all.
The Company currently has availability of approximately  $845,000 under its line
of credit.  Any  inability  by the Company to obtain  additional  financing,  if
required, will have a material adverse effect on the operations of the Company.

         SUBSTANTIAL  INDEBTEDNESS.  As of January  31,  1998,  the  Company had
outstanding on a consolidated basis  approximately $8.2 million of indebtedness.
The level of the Company's indebtedness could have important consequences to its
future  prospects,  including  the  following:  (i)  limiting the ability of the
Company to obtain any  necessary  financing  in the future for working  capital,
capital  expenditures,   debt  service  requirements  or  other  purposes;  (ii)
requiring that a substantial portion of the Company's cash flow from operations,
if any,  be  dedicated  to the  payment  of  principal  of and  interest  on its
indebtedness and other  obligations;  (iii) limiting its flexibility in planning
for,  or reacting to changes  in, its  business;  (iv) the Company  will be more
highly  leveraged  than  some  of  its  competitors,  which  may  place  it at a
competitive disadvantage; and (v) increasing its vulnerability in the event of a
downturn in its business.

         DEPENDENCE ON KEY PERSONNEL.  The Company's  future success  depends in
large part on the continued  service of its key personnel.  In  particular,  the
loss of the  services of Isaac Gaon,  Chairman of the Board and Chief  Executive
Officer of the Company,  or Christopher Carey,  President of the Company,  could
have a

                                       -9-
material  adverse  effect on the  operations  of the  Company.  The  Company has
employment  agreements  with  Messrs.  Gaon and  Carey  each of which  expire on
October 31, 1999. Each of these  employment  agreements may be terminated by the
Company for cause or by the  employee  for good  reason.  The  Company's  future
success and growth also depends on its ability to continue to attract,  motivate
and retain  highly  qualified  employees,  including  those with the  technical,
managerial,  sales and marketing  expertise necessary to operate the business of
the Company.  Competition  for personnel in the  configuration,  integration and
installation  services  industry is intense,  and there can be no assurance that
the Company will be  successful  in attracting  and  retaining  such  personnel.
Departures  and  additions of key  personnel  may be disruptive to the Company's
business and could have a material  adverse  effect on the  Company's  business,
financial condition and results of operations.

         COMPETITION.  The  Company  competes  with a number of other  companies
involved in the design, configuration,  installation,  integration and servicing
of computer networking technologies.  The market for configuration,  integration
and  installation  services  is highly  fragmented,  intensely  competitive  and
rapidly  changing and there can be no assurance that the Company will be able to
compete  successfully  in the future.  The Company  believes that its ability to
compete successfully depends upon a number of factors both within and beyond its
control,  including  performance,  price,  quality and breadth of services,  and
industry and general economic  trends.  In addition to direct  competition,  the
Company  faces  indirect  competition  from its  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 the Company. As a result, the
Company must educate prospective customers as to the advantages of the Company's
services.  There can be no  assurance  that the Company  will be able to compete
effectively  with its direct  competitors  or to  adequately  educate  potential
customers to the benefits provided by the Company's services.

         Many of the  Company's  current and potential  competitors  have longer
operating histories and greater financial, technical, sales, marketing and other
resources,  as well as greater name  recognition,  larger  customer  bases,  and
greater market acceptance of their services, than the Company. As a result, they
may be  able  to  respond  more  quickly  to  technological  changes  or  market
opportunities, and to devote greater resources to the development, promotion and
sale of their  services  than the  Company.  Also,  in the  markets in which the
Company operates, there are relatively low barriers to entry 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, any of which could have a
material adverse effect on the Company's ability

                                      -10-
to achieve  its  financial  and  business  goals.  To achieve its goal of larger
market  share,  the Company  must  continue to enhance  its  existing  services,
introduce new service  offerings,  recruit and train  additional  deployment and
engineering  staff,  and recruit and train  sales and  marketing  professionals.
There can be no assurance that the Company will be able to successfully  compete
against current and future  competitors or that  competitive  pressures faced by
the Company will not have a material  adverse effect on its business,  financial
condition and results of operations.

         The Company has licensed on a non-exclusive basis,  including the right
to  sublicense,   its  Integrator's   Workbench  Product  Series  ("Integrator's
Workbench")  software  tools to  certain  third  parties.  As a  result  of such
licenses,  third parties may obtain the right to use Integrator's  Workbench and
may compete with the Company in certain instances.

         RELIANCE ON UNIONIZED  LABOR.  A  substantial  portion of the Company's
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"). The Company's union employees are mainly
responsible for providing installation services. The Company's current contracts
with the IBEW expired on December 31, 1997.  Accordingly,  the  Company's  union
employees are currently  working  without a contract  under the terms of the old
contracts.  Negotiations  have  recently  commenced  with  respect  to  the  new
contracts and there can be no assurance as to the results of the negotiations or
whether such contracts will be negotiated  without any work stoppages.  Any work
stoppages or other labor  disturbances  could have a material  adverse effect on
the Company's business, financial condition and results of operations.

         LIMITED INTELLECTUAL  PROPERTY.  The Company relies on a combination of
contractual rights, copyright and trade secret laws to establish and protect its
software and other proprietary rights.  Currently, the Company has no copyrights
or patents  pending for its products and  services.  Existing  trade secret laws
offer only limited protection. There can be no assurance that the steps taken by
the  Company to protect  these  proprietary  rights  will be  adequate  to deter
misappropriation.  Although the Company  does not believe that it is  infringing
the intellectual  property rights of others, there can be no assurance that such
claims will not be asserted and, if asserted,  would not have a material adverse
effect on the Company's business, financial condition and results of operations.
Any such litigation could be costly and divert management's attention, either of
which could have a material adverse effect on the Company's business,  financial
condition and results of operations.  Adverse  determinations in such litigation
could  result  in the loss of the  Company's  proprietary  rights,  subject  the
Company to  significant  liabilities,  require the Company to seek licenses from
third parties or prevent the Company from selling its

                                      -11-
services, any one of which would have a material adverse effect on the Company's
business, financial conditions and results of operations.

         INFLUENCE BY MANAGEMENT AND PRINCIPAL  STOCKHOLDERS.  As of January 31,
1998, the Company's  directors and executive officers owned and/or had the power
to vote approximately 24.6% of the Common Stock. In addition,  as of January 31,
1998, Ralph Glasgal, a Director of the Company, through his direct ownership and
through a voting  agreement with Direct Connect  International  Inc. ("DCI") had
the  power  to vote  approximately  14.5% of the  Common  Stock  and Mr.  Carey,
President  of the  Company,  had the  power to vote  approximately  12.0% of the
Common Stock. Accordingly,  management will be able to influence (in addition to
their  influence  as officers  and/or  directors)  the  affairs of the  Company,
including  the election of directors  and other  matters  requiring  stockholder
approval.

         VOLATILITY  OF THE  COMPANY'S  COMMON  STOCK.  The market  price of the
Company's Common Stock has experienced significant volatility.  Announcements of
technological  or other  innovations for new commercial  products or services of
the Company or its  competitors,  developments  concerning  propriety  rights or
governmental regulations, changes in financial estimates by securities analysts,
or general  conditions in the economy or the market for the Company's  services,
some of which may be  unrelated  to the  Company's  performance  and  beyond the
Company's  control,  may have a significant effect on the Company's business and
on the market price of the Company's  securities.  Sales of a substantial number
of shares by existing  security holders could also have an adverse effect on the
market  price  of the  Company's  securities.  The  stocks  of  many  technology
companies have experienced  extreme price and volume  fluctuations  unrelated to
the operating performance of those companies.

         SHARES  ELIGIBLE FOR FUTURE SALE. No predictions  can be made as to the
effect,  if any, that the sale or availability  for sale of shares of additional
Common  Stock will have on the market price of the Common  Stock.  Nevertheless,
sales of  substantial  amounts  of such  shares  in the  public  market,  or the
perception that such sales could occur,  could  materially and adversely  effect
the market price of the Common Stock and could impair the  Company's  ability to
raise capital through an offering of its equity securities in the future.

         RIGHTS OF COMMON STOCK  SUBORDINATE TO PREFERRED STOCK. The Certificate
of  Incorporation  of the  Company  authorizes  the  issuance  of a  maximum  of
4,000,000 shares of preferred  stock,  par value $0.001 per share.  There are no
shares of preferred stock currently issued and outstanding.  However,  if shares
of preferred stock are issued in the future,  the terms of a series of preferred
stock may be set by the  Company's  Board of Directors  without  approval by the
holders of the Common Stock of the Company. Such terms could

                                      -12-
include,  among  others,  preferences  as  to  dividends  and  distributions  on
liquidation as well as separate  class voting rights.  The rights of the holders
of the Company's Common Stock will be subject to, and may be adversely  effected
by, the rights of the holders of any  preferred  stock that may be issued in the
future.

         CERTAIN ANTI-TAKEOVER CHARTER PROVISIONS.  The Company's Certificate of
Incorporation (i) requires certain procedures to be followed and time periods to
be met for any  stockholder  to  propose  matters  to be  considered  at  annual
meetings of stockholders,  including  nominating directors for election at those
meetings,   (ii)  prohibits   stockholders  from  calling  special  meetings  of
stockholders,  and (iii)  authorizes  the Board of  Directors  of the Company to
issue up to 4,000,000 shares of preferred stock without stockholder approval and
to set the rights, preferences and other designations,  including voting rights,
of those shares as the Board of Directors may determine. These provisions, alone
or in  combination  with  each  other  and  with  the  matters  described  under
"--Influence   by  Management  and  Principal   Stockholders,"   may  discourage
transactions  involving  actual or potential  changes of control of the Company,
including  transactions  that otherwise  could involve payment of a premium over
prevailing  market  prices to  holders of Common  Stock.  The  Company  has also
adopted a  stockholder  rights plan and is subject to provisions of the Delaware
General Corporation Law which have certain anti-takeover effects.

         NO CASH  DIVIDENDS.  The  Company  has not paid cash  dividends  on its
Common  Stock since its  inception,  other than  certain  distributions  made to
stockholders in amounts  sufficient to reimburse the Company's  stockholders for
income tax liabilities  arising from the Company's former status as a Subchapter
"S" corporation. The Company does not intend to pay cash dividends on its Common
Stock for the  foreseeable  future.  The payment of cash dividends in the future
will be at the  discretion of the  Company's  Board of Directors and will depend
upon such  factors as  earnings  levels,  capital  requirements,  the  Company's
financial  condition and other factors deemed relevant by the Company's Board of
Directors.  In  addition,  the  payment  of cash  dividends  by the  Company  is
restricted by the Company's current bank credit facility,  and future borrowings
may contain similar restrictions.

                                      -13-
THE COMPANY

         Datatec  Systems,  Inc.  (the  "Company")  provides  rapid and accurate
configuration,  integration  and  installation  services for the  deployment  of
complex  computer   networking  and  connectivity   systems.  By  combining  its
standardized  process methodology and its Integrator's  Workbench Product Series
software tools with extensive project management, integration and implementation
expertise,  the Company  delivers  high  quality and cost  effective  technology
deployment solutions.  Utilizing four regional staging and configuration centers
and its own field  installation force of approximately 285 persons operating out
of  19  offices,   the  Company  conducts  multiple   simultaneous  large  scale
deployments for organizations across the United States and Canada.

         In order to provide high quality,  consistent, rapid and cost effective
results,  the  Company has  developed a  deployment  model  consisting  of (i) a
standardized  process  methodology,  (ii) project  management  expertise,  (iii)
Integrator's  Workbench  software tools, (iv) regional staging and configuration
centers  and (v) its own field  installation  force.  The Company  believes  its
deployment  model enables its direct customers to accelerate the assimilation of
networking  technologies  into their  organizations,  and  allows  its  indirect
customers to accelerate the adoption of their products and services.

         The Company  markets its services to Fortune 2,000  companies  directly
through its sales force and indirectly  through systems  manufacturers,  systems
integrators,  independent software vendors and telecommunications  carriers. The
Company's   direct  customers   include   Beneficial   Management   Corporation,
Blockbuster  Entertainment  Inc.,  Federated  Department  Stores,  Inc.,  Lowe's
Companies,  Inc., Ross Stores, Inc., Starbucks  Corporation,  Toys "R" Us, Inc.,
and Walgreen Co. The Company's  indirect customers include Bell Atlantic Network
Integration,  Diebold Inc.,  Electronic  Data Systems  Incorporated,  IBM Global
Services, NCR Corporation and Unisys Corporation.  In June 1997, the Company was
selected  by Cisco to  participate  in its new  Advanced  Installation  Services
("AIS")  program.  The AIS program is intended to enable  faster  deployment  of
Cisco's networking technology to Fortune 1,000 corporations.

         Since April 1996, the Company has completed  three  acquisitions  which
have enabled it to focus its business  exclusively on providing rapid deployment
services.  The Company's  objective is to be the premier  provider of deployment
services for the implementation of complex computer  networking  solutions.  Key
elements of the Company's strategy include: (i) focusing on deployment services;
(ii)  targeting  complex  networking  and  connectivity  implementations;  (iii)
leveraging the Company's  deployment model; (iv) leveraging  existing customers;
(v) establishing strategic alliances; and (vi) pursuing strategic acquisitions.

                                      -14-
The  Company's  executive  offices  are  located at 20C  Commerce  Way,
Totowa, New Jersey 07512. The telephone number of the Company is (973) 890-4800.
When used in this  Prospectus,  the term  "Company"  refers to Datatec  Systems,
Inc., a Delaware corporation and its subsidiaries.

                                 USE OF PROCEEDS

         This Prospectus relates to the reoffer and resale of Shares issuable to
the Selling  Stockholders  pursuant to the Stock Purchase Plan. The Company will
not  receive  any of the  proceeds  from the sale of the  Shares by the  Selling
Stockholders.

                              SELLING STOCKHOLDERS

         This  Prospectus   relates  to  the  offer  and  sale  by  the  Selling
Stockholders  of up to  750,000  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 the Selling Stockholders and certain other information
relating to the Selling  Stockholders  will be  provided by  supplement  to this
Prospectus.

                                      -15-
PLAN OF DISTRIBUTION

         This  Prospectus  covers  the  resale  of up to  750,000  Shares of the
Company's  Common Stock  issuable  under the Stock  Purchase  Plan.  The Selling
Stockholders   may  sell  the  Shares  offered  hereby  from  time  to  time  in
transactions  on one or  more  exchanges,  in the  over-the-counter  market,  in
negotiated  transactions,  or a  combination  of such methods of sale,  at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices relating to prevailing market prices or at negotiated prices and terms.

         From time to time the  Selling  Stockholders  may pledge  their  Shares
pursuant to the margin  provisions of customer  agreements with their respective
brokers. Upon a default by the Selling Stockholders,  such brokers may offer and
sell the pledged Shares.

         This Prospectus also may be used, with the Company's consent, by donees
or other transferees of the Selling Stockholders,  or by other persons acquiring
the Common Stock under  circumstances  requiring or making  desirable the use of
this Prospectus for the offer and sale of such shares.

         Such  transactions  may be effected by selling the Shares to or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts,  concessions or commissions from the Selling  Stockholders and/or the
purchasers  of the Shares 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 the  customary  commissions).  The  Selling
Stockholders   and  any   broker-dealers   that  participate  with  the  Selling
Stockholders   in  the   distribution   of  the  Shares  may  be  deemed  to  be
"underwriters" within the meaning of Section 2(11) of the Securities Act and any
commissions  received  by them and any profit on the resale of the Shares may be
deemed to be underwriting commissions or discounts under the Securities Act. The
Selling  Stockholders  will pay any transaction  costs associated with effecting
any sales that occur.

         Any  broker-dealer  acquiring Common Stock offered hereby may sell such
securities 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 Nasdaq,  at prices  related to such
prevailing market prices or at negotiated prices and terms to its customers or a
combination of such methods. In addition and without limiting the foregoing, the
Selling  Stockholders will be subject to applicable  provisions of Regulation M,
which may limit the timing of the  purchases and sales of shares of Common Stock
by the Selling Stockholders.

                                      -16-
In addition,  any Shares covered by this  Prospectus  which qualify for
sale  pursuant  to Rule 144 may be sold  under  Rule 144  instead  of under this
Prospectus.

         The  Company  has agreed to pay all fees and  expenses  incident to the
registration of the Shares,  except selling commissions and fees and expenses of
counsel or any other  professionals  or other  advisors,  if any, to the Selling
Stockholders.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig  LLP, New York, New York.  Robert Frome,  Robert Friedman and
Jeffrey Spindler, members of Olshan Grundman Frome & Rosenzweig LLP, hold shares
of Common  Stock.  Mr.  Friedman  is also a director  of the  Company  and holds
options to purchase additional shares of Common Stock.

                                     EXPERTS

         The consolidated financial statements as of April 30, 1997 incorporated
by reference in this  prospectus  and elsewhere in the  registration  statement,
have been audited by Arthur Andersen LLP,  independent  public  accountants,  as
indicated  on 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

         The Company has filed with the Securities and Exchange Commission three
Registration Statements 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 Statements.
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 Statements,  each such statement being qualified in all respects by
such reference.

                                      -17-
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, 1997.

                  2.  The  Company's  Quarterly  Reports  on Form  10-Q  for the
quarters ended July 31, 1997, as amended, October 31, 1997 and January 31, 1998.

                  3. The Company's  Current  Reports on Form 8-K dated September
23,  1997,  October 20, 1997,  January 12, 1998,  February 24, 1998 and March 9,
1998.

                  4. 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,  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  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 deemed to include such an
employee benefit plan, including, without limitation, any plan of the

                                      II-2
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 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

                                      II-3
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 terms and conditions,  if
         any, as the board of directors deems appropriate.

                                      II-4
(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 deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this section.

                                      II-5
(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 Certificate of the Company's Common Stock.

       * 5.1               Opinion of Olshan Grundman Frome & Rosenzweig LLP.

      * 10.1               Datatec Systems, Inc. 1998 Employee Stock Purchase
                           Plan.

      * 23.1               Consent of Arthur Andersen LLP

      * 23.2               Consent of Olshan Grundman Frome & Rosenzweig 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;

                           (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
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement;

                           b.       That,  for the  purpose of  determining  any
liability under the Securities Act of 1933, 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 of 1933,  each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities Exchange Act of

                                      II-8
1934) 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 of 1933 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  Totowa,  State of New  Jersey,  on this  27th day of
March, 1998.

                                       DATATEC SYSTEMS, INC.
                                           (Registrant)

                                       By:  /S/ ISAAC 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  Christopher J. Carey and Isaac J. Gaon,
and each of them,  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  attorneys-in-fact  and
agents,  and each of them,  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/ CHRISTOPHER CAREY
--------------------------   President and Director          March 27, 1998
Christopher Carey

/S/ ISAAC GAON
--------------------------   Chairman of the Board and       March 27, 1998
Isaac J. Gaon                Chief Executive Officer
                             (principal executive
                             officer)

/S/ THOMAS BERRY             Director                        March 27, 1998
--------------------------
Thomas Berry

/S/ ROBERT FRIEDMAN          Director                        March 27, 1998
--------------------------
Robert H. Friedman

/S/ RALPH GLASGAL            Director                        March 27, 1998
--------------------------
Ralph Glasgal

___________________________  Director                        March 27, 1998
David Milch

___________________________  Director                        March 27, 1998
Joseph Salvani

/S/ JAMES CACI
---------------------------  Chief Financial Officer         March 27, 1998
James M. Caci                (principal financial and
                             accounting officer)

                                      II-10