As filed with the Securities and Exchange Commission August 17, 2000.
   File No. 333-_______

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                 ____________________________________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
------------------------------------------------------------------------------

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

                           DATASTREAM SYSTEMS, INC.
            (Exact Name of Registrant as Specified in its Charter)

                   Delaware                     57-0813674
      (State or Other Jurisdiction of         (I.R.S. Employer
        Incorporation or Organization)          Identification Number)

                             50 Datastream Plaza
                       Greenville, South Carolina 29605
                                (864) 422-5001
  (Address, including zip code, and telephone number of Principal Executive
                                   Offices)

  Amended and Restated Datastream Systems, Inc. Employee Stock Purchase Plan
                          (Full Title of the Plans)

                               C. Alex Estevez
                           Datastream Systems, Inc.
                             50 Datastream Plaza
                       Greenville, South Carolina 29605
                                (864) 422-5001
          (Name, address, and telephone number of agent for service)

                                   Copy to:
                            Steven L. Pottle, Esq.
                              Alston & Bird LLP
                             One Atlantic Center
                        1201 West Peachtree Street, NW
                         Atlanta, Georgia 30309-3424
                                (404) 881-7185

                       CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                        Proposed       Proposed
   Title of Securities    Amount to      Maximum        Maximum     Amount of
     to be Registered         be     Offering Price    Aggregate   Registration
                         Registered(1)Per Share (2) Offering Price     Fee

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Common Stock, $.01 par    200,000        $8.72         $1,744,000.00  $461.00
 value
--------------------------------------------------------------------------------

(1)   Pursuant to Rule  416(a),  this  Registration  Statement  also covers an
   indeterminate  number  of  additional  shares  of  Common  Stock  as may be
   offered or issued in the future to prevent  dilution  resulting  from stock
   splits, stock dividends or similar transactions.

(2)   Determined  in  accordance  with  Rule  457(h),   the  registration  fee
   calculation  is based on the  average  of the  high and low  prices  of the
   Registrant's  Common Stock reported on the Nasdaq National Market System on
   August 10, 2000.
<PAGE>
PART I     INFORMATION REQUIRED IN The Section 10(a) Prospectus

      The documents  constituting Part I of this  Registration  Statement will
be sent or  given to  participants  in the  Amended  and  Restated  Datastream
Systems,  Inc. Employee Stock Purchase Plan (the "Plan"), as specified by Rule
428(b)(1)  under the Securities Act of 1933, as amended (the  "Securities  Act
of 1933").

Item 1.    Plan Information

      Not required to be filed with the  Securities  and  Exchange  Commission
(the "Commission").

Item 2.    Registrant Information and Employee Plan Annual Information

      Not  required  to be filed  with the  Commission.  Upon  written or oral
request,   the  Registrant  will  provide,   without  charge,   the  documents
incorporated  by  reference  in  Item  3  of  Part  II  of  this  Registration
Statement.  The documents are  incorporated  by reference in the Section 10(a)
prospectus.  The Registrant will also provide,  without  charge,  upon written
or oral  request,  other  documents  required  to be  delivered  to  employees
pursuant to Rule 428(b).  Requests for the above mentioned  information should
be  directed  to  Allison  K.  Smith,  Stock  Plan  Administrator,  Datastream
Systems,  Inc.,  50  Datastream  Plaza,  Greenville,   South  Carolina  29605,
telephone number (864) 422-5001.

PART II.   INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The following  documents  filed by the  Registrant  with the  Commission
pursuant to the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act of 1934"),  are  incorporated  herein by reference and deemed to be a part
hereof:

      (1)   The  Registrant's  Annual  Report on Form 10-K for the fiscal year
            ended December 31, 1999;

      (2)   All other  reports  filed by the  Registrant  pursuant  to Section
            13(a) or 15(d) of the  Exchange  Act of 1934  since  December  31,
            1999; and

      (3)   The description of the Registrant's  Common Stock contained in the
            Registrant's  Registration Statement filed under Section 12 of the
            Exchange Act of 1934,  including  all  amendments or reports filed
            for the purpose of updating such description.

      All documents  subsequently filed by the Registrant  pursuant to Section
13(a),  13(c),  14 and 15(d) of the Exchange Act of 1934,  prior to the filing
of a  post-effective  amendment  which  indicates that all securities  offered
hereby have been sold or which  deregisters all such securities then remaining
unsold,  shall be deemed to be incorporated by reference in this  registration
statement  and to be a part hereof from the date of filing of such  documents.
Any statement  contained in a document  incorporated  by reference  herein and
filed prior to the filing  hereof shall be deemed to be modified or superseded
for  purposes of this  Registration  Statement  to the extent that a statement
contained  herein  modifies or supersedes  such  statement,  and any statement
contained  herein or in any other document  incorporated  by reference  herein
shall  be  deemed  to  be  modified  or   superseded   for  purposes  of  this
Registration  Statement to the extent that a statement  contained in any other
subsequently  filed document which also is  incorporated  by reference  herein
modifies or  supersedes  such  statement.  Any such  statement  so modified or
                                     II-1
<PAGE>
superseded  shall not be  deemed,  except as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities

      Not Applicable.

Item 5.  Interests of Named Experts and Counsel

      Not Applicable.

Item 6.  Indemnification of Directors and Officers

      Section  145 of the  General  Corporation  Law of the State of  Delaware
provides  generally that 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,  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 its
request in such  capacity  in another  corporation  or  business  association,
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.

      In addition,  pursuant to the authority of Delaware law,  Article VII of
the Amended and Restated  Certificate of  Incorporation of the Registrant also
eliminates  the monetary  liability of  directors  to the  Registrant  and its
stockholders  to the fullest  extent  permitted  by Delaware law for breach of
fiduciary duty by a director.

      Article  XII  of  the   Registrant's   Bylaws  also  provides  that  the
Registrant  will indemnify,  to the fullest extent  permitted by Delaware law,
any person made a party to any threatened,  pending or completed action,  suit
or proceeding,  whether civil, criminal,  administrative or investigative,  by
reason of the fact that such  person is or was a director,  officer,  employee
or agent of the Registrant,  or was serving as a director,  officer,  employee
or agent of another  company or other  enterprise in which the Registrant owns
or owned,  directly or indirectly,  an equity interest or of which it may be a
creditor.

      Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted  to  directors,  officers or persons  controlling
the Registrant pursuant to the foregoing  provisions,  the Registrant has been
informed that in the opinion of the  Securities and Exchange  Commission  such
indemnification  is against  public policy as expressed in the  Securities Act
of 1933 and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed

      Not Applicable.

Item 8.  Exhibits


  Exhibit Number                          Description

 4.1*               Amended and Restated Certificate of Incorporation.

                                     II-2
<PAGE>
 4.1(a)**           Amendment to Amended and Restated Certificate of
                    Incorporation, dated January 12, 1998.

 4.2***             Bylaws.

 4.4+               Specimen Stock Certificate.

 5.1                Opinion of Alston & Bird LLP

 23.1               Consent of Alston & Bird LLP (included in Exhibit 5.1)

 23.2               Consent of KPMG LLP

 24                 Power of Attorney (included on signature page)
--------------------

*     Incorporated herein by reference to Exhibit 3.1 in the Registrant's
      Form S-1 Registration Statement (File No. 33-89498).
**    Incorporated herein by reference to Exhibit 3.1(a) in the
      Registrant's Annual Report on Form 10-K for the fiscal year ended
      December 31, 1997 (File No. 000-25590).
***   Incorporated herein by reference to Exhibit 3.2 in the Registrant'
      Form S-1 Registration Statement (File No. 33-89498).
+     Incorporated herein by reference to Exhibit 4.2 in the Company's
      Registration Statement on Form S-1 (File No. 33-89498).


Item 9.  Undertakings

(a)   The undersigned Registrant hereby undertakes:

            (1)   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 this  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   this    Registration
                        Statement.    Notwithstanding   the   foregoing,   any
                        increase or decrease in volume of  securities  offered
                        (if the  total  dollar  value  of  securities  offered
                        would not exceed  that which was  registered)  and any
                        deviation  from  the  low  or  the  high  end  of  the
                        estimated  maximum  offering range may be reflected in
                        the  form of  prospectus  filed  with  the  Commission
                        pursuant  to Rule  424(b)  if, in the  aggregate,  the
                        changes in volume and price  represent no more than 20
                        percent  change  in  the  maximum  aggregate  offering
                        price set forth in the  "Calculation  of  Registration
                        Fee" table in the effective registration statement;

                                     II-3
<PAGE>
                  (iii) To include any  material  information  with respect to
                        the plan of distribution  not previously  disclosed in
                        this Registration  Statement or any material change to
                        such information in this Registration Statement;

provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii)  above do not
apply if the registration  statement is on Form S-3, Form S-8 or Form F-3, and
the  information  required  to be included in a  post-effective  amendment  by
those  paragraphs is contained in periodic  reports filed with or furnished to
the  Commission by the  Registrant  pursuant to Section 13 or Section 15(d) of
the  Securities  Exchange  Act of 1934 that are  incorporated  by reference in
this Registration Statement.

            (2)   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  being
offered  therein,  and the offering of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

            (3)   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.

      (b)   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 Section 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 1934) that is  incorporated  by reference in this
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.

      (c)   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 such liabilities  (other than
the  payment by the  Registrant  of  expenses  incurred or paid by a director,
officer or controlling  person of the Registrant in the successful  defense of
any action,  suit or  proceeding)  is asserted  by such  director,  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-4

<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 Greenville state of South Carolina,
on the 17th day of August, 2000.


                               DATASTREAM SYSTEMS, INC.


                         By:   /s/ Larry G. Blackwell
                               ----------------------------
                               Larry G. Blackwell
                               Chairman, President and Chief Executive Officer


      KNOW  ALL MEN BY  THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Larry  G.  Blackwell  and C.  Alex
Estevez,  and each of them,  with the power to act without  the other,  his or
her  true  and  lawful  attorneys-in-fact  and  agents,  with  full  power  of
substitution  and  resubstitution,  for  him or her,  and in his or her  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 in and about the  premises,  as fully and to all intents and  purposes as
he or she might or could do in person,  hereby  ratifying and  confirming  all
that said attorneys-in-fact and agents, or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement has been signed by the  following  persons on the 17th
day of August, 2000 in the capacities indicated.

                               Title
Signature


/s/ Larry G. Blackwell         President, Chief Executive Officer and Director
----------------------
Larry G. Blackwell             (principal executive officer)


/s/ C. Alex Estevez            Chief Financial Officer
---------------------
C. Alex Estevez                (principal financial and accounting officer)

---------------------          Director
Richard T. Brock

/s/ Ira D. Cohen               Director
---------------------
Ira D. Cohen

/s/ John M. Sterling           Director
---------------------
John M. Sterling, Jr.

---------------------          Director
Kenneth D. Tracy

                                     II-5

<PAGE>

                                EXHIBIT INDEX


 Exhibit Number                          Description

 4.1*               Amended and Restated Certificate of Incorporation.

 4.1(a)**           Amendment to Amended and Restated Certificate of
                    Incorporation, dated January 12, 1998.

 4.2***             Bylaws.

 4.4+               Specimen Stock Certificate.

 5.1                Opinion of Alston & Bird LLP

 23.1               Consent of Alston & Bird LLP (included in Exhibit 5.1)

 23.2               Consent of KPMG LLP

 24                 Power of Attorney (included on signature page)
--------------------

*     Incorporated herein by reference to Exhibit 3.1 in the Registrant's
      Form S-1 Registration Statement (File No. 33-89498).
**    Incorporated herein by reference to Exhibit 3.1(a) in the
      Registrant's Annual Report on Form 10-K for the fiscal year ended
      December 31, 1997 (File No. 000-25590).
***   Incorporated herein by reference to Exhibit 3.2 in the Registrant's
      Form S-1 Registration Statement (File No. 33-89498).
+     Incorporated herein by reference to Exhibit 4.2 in the Company's
      Registration Statement on Form S-1 (File No. 33-89498).



<PAGE>

                                                                   Exhibit 5.1




                               Alston & Bird LLP
                             One Atlantic Center
                          1201 West Peachtree Street
                         Atlanta, Georgia 30309-3424

                                 404-881-7000
                              Fax: 404-881-7777
                                www.alston.com



                               August 11, 2000



Datastream Systems, Inc.
50 Datastream Plaza
Greenville, South Carolina  29605

      Re:   Amended and  Restated  Datastream  Systems,  Inc.  Employee  Stock
            Purchase Plan

Ladies and Gentlemen:

      We have  acted as  counsel  for  Datastream  Systems,  Inc.,  a Delaware
corporation   (the   "Corporation"),   in  connection   with  the   referenced
Registration Statement on Form S-8 (the "Registration  Statement") being filed
by  the  Corporation   with  the  Securities  and  Exchange   Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended,  and  covering
200,000  shares of the  Corporation's  common  stock,  $0.01  par  value  (the
"Common  Stock"),  that may be issued  pursuant to the  Amended  and  Restated
Datastream  Systems,  Inc.  Employee  Stock  Purchase Plan (the "Plan").  This
Opinion  Letter is rendered  pursuant to Item 8 of Form S-8 and Item 601(b)(5)
of Regulation S-K.

      In the capacity  described above, we have considered such matters of law
and of fact,  including the  examination of originals or copies,  certified or
otherwise  identified  to our  satisfaction,  of such records and documents of
the Corporation,  certificates of public officials and such other documents as
we have  deemed  appropriate  as a  basis  for the  opinions  hereinafter  set
forth.  The  opinions set forth herein are limited to the laws of the State of
Delaware,  in reliance solely on published general  compilations thereof as of
the date hereof.



 1211 East Morehead   3605 Glenwood Avenue,     601 Pennsylvania
        Street               Suite 310             Avenue, N.W.
  P. O. Drawer 34009     P. O. Drawer 31107    North Building, 11th
    Charlotte, NC      Raleigh, NC 27622-1107         Floor
      28234-4009            919-420-2200          Washington, DC
     704-331-6000        Fax: 919-420-2260          20004-2601
  Fax: 704-334-2014                                202-756-3300
                                                Fax: 202-756-3333

<PAGE>
Datastream Systems, Inc.
August 11, 2000
Page 2

      Based upon the  foregoing,  it is our opinion that the 200,000 shares of
Common Stock covered by the  Registration  Statement and to be issued pursuant
to the Plan,  when issued in accordance  with the terms and  conditions of the
Plan, will be legally and validly issued, fully paid and nonassessable.

      This  Opinion  Letter is  provided  to you for your  benefit and for the
benefit  of  the  Commission,   in  each  case,  solely  with  regard  to  the
Registration  Statement,  may be relied upon by you and the Commission only in
connection with the Registration Statement,  and may not be relied upon by any
other person or for any other purpose without our prior written consent.

      We hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration  Statement  and further  consent to the use of our name  wherever
appearing in the Registration Statement.


                                    Very truly yours,

                                    ALSTON & BIRD LLP


                                    By:   /s/ Steven L. Pottle
                                          ---------------------
                                          Steven L. Pottle, Partner




<PAGE>




                                                                  Exhibit 23.2



                        INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Datastream Systems, Inc.:

      We consent to the use of our reports incorporated herein by reference.


Greenville, South Carolina                /s/ KPMG LLP
                                          ---------------------
August 16, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 24436}]
{"company-data": {"conformed-name": "DATASTREAM SYSTEMS INC", "cik": "0000938481", "assigned-sic": "7372", "irs-number": "570813674", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43980", "film-number": "704812"}, "business-address": {"street1": "50 DATASTREAM PLAZA", "city": "GREENVILLE", "state": "SC", "zip": "29605", "phone": "8644225001"}, "mail-address": {"street1": "50 DATASTREAM PLAZA", "city": "GREENVILLE", "state": "SC", "zip": "29605"}}
As filed with the Securities and Exchange Commission August 17, 2000.
   File No. 333-_______

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                 ____________________________________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
------------------------------------------------------------------------------

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

                           DATASTREAM SYSTEMS, INC.
            (Exact Name of Registrant as Specified in its Charter)

                   Delaware                     57-0813674
      (State or Other Jurisdiction of         (I.R.S. Employer
        Incorporation or Organization)          Identification Number)

                             50 Datastream Plaza
                       Greenville, South Carolina 29605
                                (864) 422-5001
  (Address, including zip code, and telephone number of Principal Executive
                                   Offices)

  Amended and Restated Datastream Systems, Inc. Employee Stock Purchase Plan
                          (Full Title of the Plans)

                               C. Alex Estevez
                           Datastream Systems, Inc.
                             50 Datastream Plaza
                       Greenville, South Carolina 29605
                                (864) 422-5001
          (Name, address, and telephone number of agent for service)

                                   Copy to:
                            Steven L. Pottle, Esq.
                              Alston & Bird LLP
                             One Atlantic Center
                        1201 West Peachtree Street, NW
                         Atlanta, Georgia 30309-3424
                                (404) 881-7185

                       CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                        Proposed       Proposed
   Title of Securities    Amount to      Maximum        Maximum     Amount of
     to be Registered         be     Offering Price    Aggregate   Registration
                         Registered(1)Per Share (2) Offering Price     Fee

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Common Stock, $.01 par    200,000        $8.72         $1,744,000.00  $461.00
 value
--------------------------------------------------------------------------------

(1)   Pursuant to Rule  416(a),  this  Registration  Statement  also covers an
   indeterminate  number  of  additional  shares  of  Common  Stock  as may be
   offered or issued in the future to prevent  dilution  resulting  from stock
   splits, stock dividends or similar transactions.

(2)   Determined  in  accordance  with  Rule  457(h),   the  registration  fee
   calculation  is based on the  average  of the  high and low  prices  of the
   Registrant's  Common Stock reported on the Nasdaq National Market System on
   August 10, 2000.
PART I     INFORMATION REQUIRED IN The Section 10(a) Prospectus

      The documents  constituting Part I of this  Registration  Statement will
be sent or  given to  participants  in the  Amended  and  Restated  Datastream
Systems,  Inc. Employee Stock Purchase Plan (the "Plan"), as specified by Rule
428(b)(1)  under the Securities Act of 1933, as amended (the  "Securities  Act
of 1933").

Item 1.    Plan Information

      Not required to be filed with the  Securities  and  Exchange  Commission
(the "Commission").

Item 2.    Registrant Information and Employee Plan Annual Information

      Not  required  to be filed  with the  Commission.  Upon  written or oral
request,   the  Registrant  will  provide,   without  charge,   the  documents
incorporated  by  reference  in  Item  3  of  Part  II  of  this  Registration
Statement.  The documents are  incorporated  by reference in the Section 10(a)
prospectus.  The Registrant will also provide,  without  charge,  upon written
or oral  request,  other  documents  required  to be  delivered  to  employees
pursuant to Rule 428(b).  Requests for the above mentioned  information should
be  directed  to  Allison  K.  Smith,  Stock  Plan  Administrator,  Datastream
Systems,  Inc.,  50  Datastream  Plaza,  Greenville,   South  Carolina  29605,
telephone number (864) 422-5001.

PART II.   INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The following  documents  filed by the  Registrant  with the  Commission
pursuant to the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act of 1934"),  are  incorporated  herein by reference and deemed to be a part
hereof:

      (1)   The  Registrant's  Annual  Report on Form 10-K for the fiscal year
            ended December 31, 1999;

      (2)   All other  reports  filed by the  Registrant  pursuant  to Section
            13(a) or 15(d) of the  Exchange  Act of 1934  since  December  31,
            1999; and

      (3)   The description of the Registrant's  Common Stock contained in the
            Registrant's  Registration Statement filed under Section 12 of the
            Exchange Act of 1934,  including  all  amendments or reports filed
            for the purpose of updating such description.

      All documents  subsequently filed by the Registrant  pursuant to Section
13(a),  13(c),  14 and 15(d) of the Exchange Act of 1934,  prior to the filing
of a  post-effective  amendment  which  indicates that all securities  offered
hereby have been sold or which  deregisters all such securities then remaining
unsold,  shall be deemed to be incorporated by reference in this  registration
statement  and to be a part hereof from the date of filing of such  documents.
Any statement  contained in a document  incorporated  by reference  herein and
filed prior to the filing  hereof shall be deemed to be modified or superseded
for  purposes of this  Registration  Statement  to the extent that a statement
contained  herein  modifies or supersedes  such  statement,  and any statement
contained  herein or in any other document  incorporated  by reference  herein
shall  be  deemed  to  be  modified  or   superseded   for  purposes  of  this
Registration  Statement to the extent that a statement  contained in any other
subsequently  filed document which also is  incorporated  by reference  herein
modifies or  supersedes  such  statement.  Any such  statement  so modified or
                                     II-1
superseded  shall not be  deemed,  except as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities

      Not Applicable.

Item 5.  Interests of Named Experts and Counsel

      Not Applicable.

Item 6.  Indemnification of Directors and Officers

      Section  145 of the  General  Corporation  Law of the State of  Delaware
provides  generally that 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,  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 its
request in such  capacity  in another  corporation  or  business  association,
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.

      In addition,  pursuant to the authority of Delaware law,  Article VII of
the Amended and Restated  Certificate of  Incorporation of the Registrant also
eliminates  the monetary  liability of  directors  to the  Registrant  and its
stockholders  to the fullest  extent  permitted  by Delaware law for breach of
fiduciary duty by a director.

      Article  XII  of  the   Registrant's   Bylaws  also  provides  that  the
Registrant  will indemnify,  to the fullest extent  permitted by Delaware law,
any person made a party to any threatened,  pending or completed action,  suit
or proceeding,  whether civil, criminal,  administrative or investigative,  by
reason of the fact that such  person is or was a director,  officer,  employee
or agent of the Registrant,  or was serving as a director,  officer,  employee
or agent of another  company or other  enterprise in which the Registrant owns
or owned,  directly or indirectly,  an equity interest or of which it may be a
creditor.

      Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted  to  directors,  officers or persons  controlling
the Registrant pursuant to the foregoing  provisions,  the Registrant has been
informed that in the opinion of the  Securities and Exchange  Commission  such
indemnification  is against  public policy as expressed in the  Securities Act
of 1933 and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed

      Not Applicable.

Item 8.  Exhibits

  Exhibit Number                          Description

 4.1*               Amended and Restated Certificate of Incorporation.

                                     II-2
4.1(a)**           Amendment to Amended and Restated Certificate of
                    Incorporation, dated January 12, 1998.

 4.2***             Bylaws.

 4.4+               Specimen Stock Certificate.

 5.1                Opinion of Alston & Bird LLP

 23.1               Consent of Alston & Bird LLP (included in Exhibit 5.1)

 23.2               Consent of KPMG LLP

 24                 Power of Attorney (included on signature page)
--------------------

*     Incorporated herein by reference to Exhibit 3.1 in the Registrant's
      Form S-1 Registration Statement (File No. 33-89498).
**    Incorporated herein by reference to Exhibit 3.1(a) in the
      Registrant's Annual Report on Form 10-K for the fiscal year ended
      December 31, 1997 (File No. 000-25590).
***   Incorporated herein by reference to Exhibit 3.2 in the Registrant'
      Form S-1 Registration Statement (File No. 33-89498).
+     Incorporated herein by reference to Exhibit 4.2 in the Company's
      Registration Statement on Form S-1 (File No. 33-89498).

Item 9.  Undertakings

(a)   The undersigned Registrant hereby undertakes:

            (1)   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 this  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   this    Registration
                        Statement.    Notwithstanding   the   foregoing,   any
                        increase or decrease in volume of  securities  offered
                        (if the  total  dollar  value  of  securities  offered
                        would not exceed  that which was  registered)  and any
                        deviation  from  the  low  or  the  high  end  of  the
                        estimated  maximum  offering range may be reflected in
                        the  form of  prospectus  filed  with  the  Commission
                        pursuant  to Rule  424(b)  if, in the  aggregate,  the
                        changes in volume and price  represent no more than 20
                        percent  change  in  the  maximum  aggregate  offering
                        price set forth in the  "Calculation  of  Registration
                        Fee" table in the effective registration statement;

                                     II-3
(iii) To include any  material  information  with respect to
                        the plan of distribution  not previously  disclosed in
                        this Registration  Statement or any material change to
                        such information in this Registration Statement;

provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii)  above do not
apply if the registration  statement is on Form S-3, Form S-8 or Form F-3, and
the  information  required  to be included in a  post-effective  amendment  by
those  paragraphs is contained in periodic  reports filed with or furnished to
the  Commission by the  Registrant  pursuant to Section 13 or Section 15(d) of
the  Securities  Exchange  Act of 1934 that are  incorporated  by reference in
this Registration Statement.

            (2)   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  being
offered  therein,  and the offering of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

            (3)   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.

      (b)   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 Section 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 1934) that is  incorporated  by reference in this
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.

      (c)   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 such liabilities  (other than
the  payment by the  Registrant  of  expenses  incurred or paid by a director,
officer or controlling  person of the Registrant in the successful  defense of
any action,  suit or  proceeding)  is asserted  by such  director,  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-4
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 Greenville state of South Carolina,
on the 17th day of August, 2000.

                               DATASTREAM SYSTEMS, INC.

                         By:   /s/ Larry G. Blackwell
                               ----------------------------
                               Larry G. Blackwell
                               Chairman, President and Chief Executive Officer

      KNOW  ALL MEN BY  THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Larry  G.  Blackwell  and C.  Alex
Estevez,  and each of them,  with the power to act without  the other,  his or
her  true  and  lawful  attorneys-in-fact  and  agents,  with  full  power  of
substitution  and  resubstitution,  for  him or her,  and in his or her  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 in and about the  premises,  as fully and to all intents and  purposes as
he or she might or could do in person,  hereby  ratifying and  confirming  all
that said attorneys-in-fact and agents, or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement has been signed by the  following  persons on the 17th
day of August, 2000 in the capacities indicated.

                               Title
Signature

/s/ Larry G. Blackwell         President, Chief Executive Officer and Director
----------------------
Larry G. Blackwell             (principal executive officer)

/s/ C. Alex Estevez            Chief Financial Officer
---------------------
C. Alex Estevez                (principal financial and accounting officer)

---------------------          Director
Richard T. Brock

/s/ Ira D. Cohen               Director
---------------------
Ira D. Cohen

/s/ John M. Sterling           Director
---------------------
John M. Sterling, Jr.

---------------------          Director
Kenneth D. Tracy

                                     II-5
EXHIBIT INDEX

 Exhibit Number                          Description

 4.1*               Amended and Restated Certificate of Incorporation.

 4.1(a)**           Amendment to Amended and Restated Certificate of
                    Incorporation, dated January 12, 1998.

 4.2***             Bylaws.

 4.4+               Specimen Stock Certificate.

 5.1                Opinion of Alston & Bird LLP

 23.1               Consent of Alston & Bird LLP (included in Exhibit 5.1)

 23.2               Consent of KPMG LLP

 24                 Power of Attorney (included on signature page)
--------------------

*     Incorporated herein by reference to Exhibit 3.1 in the Registrant's
      Form S-1 Registration Statement (File No. 33-89498).
**    Incorporated herein by reference to Exhibit 3.1(a) in the
      Registrant's Annual Report on Form 10-K for the fiscal year ended
      December 31, 1997 (File No. 000-25590).
***   Incorporated herein by reference to Exhibit 3.2 in the Registrant's
      Form S-1 Registration Statement (File No. 33-89498).
+     Incorporated herein by reference to Exhibit 4.2 in the Company's
      Registration Statement on Form S-1 (File No. 33-89498).
Exhibit 5.1

                               Alston & Bird LLP
                             One Atlantic Center
                          1201 West Peachtree Street
                         Atlanta, Georgia 30309-3424

                                 404-881-7000
                              Fax: 404-881-7777
                                www.alston.com

                               August 11, 2000

Datastream Systems, Inc.
50 Datastream Plaza
Greenville, South Carolina  29605

      Re:   Amended and  Restated  Datastream  Systems,  Inc.  Employee  Stock
            Purchase Plan

Ladies and Gentlemen:

      We have  acted as  counsel  for  Datastream  Systems,  Inc.,  a Delaware
corporation   (the   "Corporation"),   in  connection   with  the   referenced
Registration Statement on Form S-8 (the "Registration  Statement") being filed
by  the  Corporation   with  the  Securities  and  Exchange   Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended,  and  covering
200,000  shares of the  Corporation's  common  stock,  $0.01  par  value  (the
"Common  Stock"),  that may be issued  pursuant to the  Amended  and  Restated
Datastream  Systems,  Inc.  Employee  Stock  Purchase Plan (the "Plan").  This
Opinion  Letter is rendered  pursuant to Item 8 of Form S-8 and Item 601(b)(5)
of Regulation S-K.

      In the capacity  described above, we have considered such matters of law
and of fact,  including the  examination of originals or copies,  certified or
otherwise  identified  to our  satisfaction,  of such records and documents of
the Corporation,  certificates of public officials and such other documents as
we have  deemed  appropriate  as a  basis  for the  opinions  hereinafter  set
forth.  The  opinions set forth herein are limited to the laws of the State of
Delaware,  in reliance solely on published general  compilations thereof as of
the date hereof.

 1211 East Morehead   3605 Glenwood Avenue,     601 Pennsylvania
        Street               Suite 310             Avenue, N.W.
  P. O. Drawer 34009     P. O. Drawer 31107    North Building, 11th
    Charlotte, NC      Raleigh, NC 27622-1107         Floor
      28234-4009            919-420-2200          Washington, DC
     704-331-6000        Fax: 919-420-2260          20004-2601
  Fax: 704-334-2014                                202-756-3300
                                                Fax: 202-756-3333
Datastream Systems, Inc.
August 11, 2000
Page 2

      Based upon the  foregoing,  it is our opinion that the 200,000 shares of
Common Stock covered by the  Registration  Statement and to be issued pursuant
to the Plan,  when issued in accordance  with the terms and  conditions of the
Plan, will be legally and validly issued, fully paid and nonassessable.

      This  Opinion  Letter is  provided  to you for your  benefit and for the
benefit  of  the  Commission,   in  each  case,  solely  with  regard  to  the
Registration  Statement,  may be relied upon by you and the Commission only in
connection with the Registration Statement,  and may not be relied upon by any
other person or for any other purpose without our prior written consent.

      We hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration  Statement  and further  consent to the use of our name  wherever
appearing in the Registration Statement.

                                    Very truly yours,

                                    ALSTON & BIRD LLP

                                    By:   /s/ Steven L. Pottle
                                          ---------------------
                                          Steven L. Pottle, Partner
Exhibit 23.2

                        INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Datastream Systems, Inc.:

      We consent to the use of our reports incorporated herein by reference.

Greenville, South Carolina                /s/ KPMG LLP
                                          ---------------------
August 16, 2000