As filed with the Securities and Exchange Commission May 21, 1999.
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)

            Datastream Systems, Inc. Argentinean Stock Option Plan
            Datastream Systems, Inc. Australian Stock Option Plan
              Datastream Systems, Inc. German Stock Option Plan
          Datastream Systems, Inc. 1998 Singapore Stock Option Plan
                          (Full Title of the Plans)

               C. Alex Estevez                              Copy to:
            Chief Financial Officer
          Datastream Systems, Inc.                     B. Lynn Walsh, Esq.
             50 Datastream Plaza                        Alston & Bird LLP
      Greenville, South Carolina 29605                 One Atlantic Center
               (864) 422-5001                     1201 West Peachtree Street, NW
   (Name, address, and telephone number of         Atlanta, Georgia 30309-3424
             agent for service)                           (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
                                                         (2)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Common Stock, $.01 par    41,315       $12.00       $495,780       $137.83
 value
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                            5,000         9.25         46,250         12.86
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                          403,685       11.875      4,793,759      1,332.67
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Total..................  450,000                  $5,335,789     $1,483.36
--------------------------------------------------------------------------------

(1)    The total  number of shares to be  registered  includes  125,000 shares
   which may be granted pursuant to the Datastream Systems,  Inc.  Argentinean
   Stock Option Plan, 75,000 shares pursuant to the Datastream  Systems,  Inc.
   Australian  Stock Option Plan,  125,000  shares  pursuant to the Datastream
   Systems,  Inc. German Stock Option Plan, and 125,000 shares pursuant to the
   Datastream  Systems,  Inc.  Singapore  Stock  Option  Plan.  As of the date
   hereof,  46,315 shares under the  Datastream  Systems,  Inc. 1998 Singapore
   Stock  Option Plan were  subject to  outstanding  option  grants under such
   plan. 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  exercise  price per share for  46,315  shares
   presently  subject to outstanding  options,  and for the remaining  403,685
   shares,  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 May 18, 1999.
<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 each of the (1) Datastream  Systems,  Inc.
Argentinean Stock Option Plan, (2) Datastream  Systems,  Inc. Australian Stock
Option Plan,  (3) Datastream  Systems,  Inc.  German  Stock  Option Plan,  and
(4) Datastream  Systems,  Inc. 1998 Singapore Stock Option Plan (collectively,
the  "Plans"),  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

      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, 1998;

      (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, 1998; 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
superseded  

                                      II-1

<PAGE>
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 Peat Marwick LLP

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

*    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 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).


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;

                  (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.

                                      II-3
<PAGE>
            (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,  South Carolina, on the
21rst day of May, 1999.


                          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  on Form S-8 has been  signed  below by the  following
persons as of the 21rst day of May, 1999 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
------------------------              (principal financial and accounting
C. Alex Estevez                         officer)
                                     

/s/Richard T. Brock                   Director
------------------------
Richard T. Brock

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

/s/ John M. Sterling Jr.              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 Peat Marwick LLP

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

*    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 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

                              May 21, 1999


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

      Re:   Datastream  Systems,  Inc.  Argentinean  Stock  Option Plan,
            Australian  Stock Option Plan,  German Stock Option Plan and
            1998 Singapore Stock Option Plan

Ladies and Gentlemen:

      We  have  served  as  counsel  for  Datastream  Systems,  Inc.,  a
Delaware   corporation   (the  "Company"),   in  connection   with  the
registration  on a Form S-8  Registration  Statement (the  "Registration
Statement")   under  the  Securities  Act  of  1933,  as  amended,   of:
(1) 125,000  shares of the Company's  authorized  common stock, $.01 par
value per share (the "Common Stock") under the Datastream Systems,  Inc.
Argentinean  Stock Option Plan;  (2) 75,000 shares of Common Stock under
the Datastream Systems,  Inc. Australian Stock Option Plan;  (3) 125,000
shares of Common Stock under the Datastream  Systems,  Inc. German Stock
Option  Plan;  and   (4) 125,000   shares  of  Common  Stock  under  the
Datastream   Systems,    Inc.   1998   Singapore   Stock   Option   Plan
(collectively, the "Plans").

      We have  examined  and  are  familiar  with  originals  or  copies
(certified  or  otherwise   identified  to  our  satisfaction)  of  such
documents,  corporate  records  and other  instruments  relating  to the
organization  of the Company and to the  authorization  and  issuance of
the shares of Common Stock subject to the Plans, as  appropriate,  as we
have deemed necessary and advisable.

      Based  upon  the  foregoing  and  having  regard  for  such  legal
considerations  as we deem  relevant,  it is our opinion that the shares
of Common Stock under the Plans will be, 
<PAGE>

Datastream Systems, Inc.
May 21, 1999
Page 2

when issued in accordance  with the  terms  of  each  such  plan,   legally   
issued,   fully  paid  and non-assessable.

      We do hereby  consent to the filing of this Opinion as Exhibit 5.1
to the Registration Statement.


                                    Very truly yours,

                                    ALSTON & BIRD LLP

                                   
                                    By:/s/ B. Lynn Walsh       
                                    ---------------------------
                                       B. Lynn Walsh, Partner




<PAGE>
                                                            Exhibit 23.2



                     INDEPENDENT AUDITORS' CONSENT


The Board of Directors
Datastream Systems, Inc.:

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




Greenville, South Carolina             /s/ KPMG Peat Marwick LLP
                                       -------------------------


May 21, 1999
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24241}]
{"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": "333-79085", "film-number": "99632356"}, "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 May 21, 1999.
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)

            Datastream Systems, Inc. Argentinean Stock Option Plan
            Datastream Systems, Inc. Australian Stock Option Plan
              Datastream Systems, Inc. German Stock Option Plan
          Datastream Systems, Inc. 1998 Singapore Stock Option Plan
                          (Full Title of the Plans)

               C. Alex Estevez                              Copy to:
            Chief Financial Officer
          Datastream Systems, Inc.                     B. Lynn Walsh, Esq.
             50 Datastream Plaza                        Alston & Bird LLP
      Greenville, South Carolina 29605                 One Atlantic Center
               (864) 422-5001                     1201 West Peachtree Street, NW
   (Name, address, and telephone number of         Atlanta, Georgia 30309-3424
             agent for service)                           (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
                                                         (2)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Common Stock, $.01 par    41,315       $12.00       $495,780       $137.83
 value
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                            5,000         9.25         46,250         12.86
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                          403,685       11.875      4,793,759      1,332.67
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Total..................  450,000                  $5,335,789     $1,483.36
--------------------------------------------------------------------------------

(1)    The total  number of shares to be  registered  includes  125,000 shares
   which may be granted pursuant to the Datastream Systems,  Inc.  Argentinean
   Stock Option Plan, 75,000 shares pursuant to the Datastream  Systems,  Inc.
   Australian  Stock Option Plan,  125,000  shares  pursuant to the Datastream
   Systems,  Inc. German Stock Option Plan, and 125,000 shares pursuant to the
   Datastream  Systems,  Inc.  Singapore  Stock  Option  Plan.  As of the date
   hereof,  46,315 shares under the  Datastream  Systems,  Inc. 1998 Singapore
   Stock  Option Plan were  subject to  outstanding  option  grants under such
   plan. 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  exercise  price per share for  46,315  shares
   presently  subject to outstanding  options,  and for the remaining  403,685
   shares,  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 May 18, 1999.
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 each of the (1) Datastream  Systems,  Inc.
Argentinean Stock Option Plan, (2) Datastream  Systems,  Inc. Australian Stock
Option Plan,  (3) Datastream  Systems,  Inc.  German  Stock  Option Plan,  and
(4) Datastream  Systems,  Inc. 1998 Singapore Stock Option Plan (collectively,
the  "Plans"),  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

      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, 1998;

      (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, 1998; 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
superseded  

                                      II-1
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 Peat Marwick LLP

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

*    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 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).

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;

                  (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.

                                      II-3
(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,  South Carolina, on the
21rst day of May, 1999.

                          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  on Form S-8 has been  signed  below by the  following
persons as of the 21rst day of May, 1999 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
------------------------              (principal financial and accounting
C. Alex Estevez                         officer)
                                     

/s/Richard T. Brock                   Director
------------------------
Richard T. Brock

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

/s/ John M. Sterling Jr.              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 Peat Marwick LLP

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

*    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 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

                              May 21, 1999

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

      Re:   Datastream  Systems,  Inc.  Argentinean  Stock  Option Plan,
            Australian  Stock Option Plan,  German Stock Option Plan and
            1998 Singapore Stock Option Plan

Ladies and Gentlemen:

      We  have  served  as  counsel  for  Datastream  Systems,  Inc.,  a
Delaware   corporation   (the  "Company"),   in  connection   with  the
registration  on a Form S-8  Registration  Statement (the  "Registration
Statement")   under  the  Securities  Act  of  1933,  as  amended,   of:
(1) 125,000  shares of the Company's  authorized  common stock, $.01 par
value per share (the "Common Stock") under the Datastream Systems,  Inc.
Argentinean  Stock Option Plan;  (2) 75,000 shares of Common Stock under
the Datastream Systems,  Inc. Australian Stock Option Plan;  (3) 125,000
shares of Common Stock under the Datastream  Systems,  Inc. German Stock
Option  Plan;  and   (4) 125,000   shares  of  Common  Stock  under  the
Datastream   Systems,    Inc.   1998   Singapore   Stock   Option   Plan
(collectively, the "Plans").

      We have  examined  and  are  familiar  with  originals  or  copies
(certified  or  otherwise   identified  to  our  satisfaction)  of  such
documents,  corporate  records  and other  instruments  relating  to the
organization  of the Company and to the  authorization  and  issuance of
the shares of Common Stock subject to the Plans, as  appropriate,  as we
have deemed necessary and advisable.

      Based  upon  the  foregoing  and  having  regard  for  such  legal
considerations  as we deem  relevant,  it is our opinion that the shares
of Common Stock under the Plans will be,
Datastream Systems, Inc.
May 21, 1999
Page 2

when issued in accordance  with the  terms  of  each  such  plan,   legally   
issued,   fully  paid  and non-assessable.

      We do hereby  consent to the filing of this Opinion as Exhibit 5.1
to the Registration Statement.

                                    Very truly yours,

                                    ALSTON & BIRD LLP

                                   
                                    By:/s/ B. Lynn Walsh       
                                    ---------------------------
                                       B. Lynn Walsh, Partner
Exhibit 23.2

                     INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Datastream Systems, Inc.:

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

Greenville, South Carolina             /s/ KPMG Peat Marwick LLP
                                       -------------------------

May 21, 1999