As filed with the Securities and Exchange Commission June 28, 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. 1998 Stock Option Plan
                            (Full Title of the Plans)

            C. Alex Estevez                          Copy to:
        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    Aggregate  Registration
                     Registered(1) Price      Offering       Fee
                                 Per Share    Price (2)
                                    (2)
---------------------------------------------------------------------
---------------------------------------------------------------------
 Common Stock, $.01   750,000   $14.594     $10,945,500   $3,043.00
 par 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 June 23, 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 the Datastream Systems,  Inc. 1998 Stock Option
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

     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  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

                                      II-1
<PAGE>
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'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. Not withstanding 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;

                (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 28th day of June,
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 28th day of June, 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
C. Alex Estevez                   accounting officer)


                                  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 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



                           June 28, 1999



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

      Re:  Datastream Systems, Inc. 1998 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 750,000  shares of the Company's  common  stock,  $.01
par value per  share  (the  "Common  Stock")  under the  Datastream
Systems, Inc. 1998 Stock Option Plan (the "Plan").

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

<PAGE>
Datastream Systems, Inc.
June 28, 1999
Page 2

      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 reports incorporated  herein by  reference.



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


June 28, 1999
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22137}]
{"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": "333-81663", "film-number": "99653264"}, "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 June 28, 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. 1998 Stock Option Plan
                            (Full Title of the Plans)

            C. Alex Estevez                          Copy to:
        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    Aggregate  Registration
                     Registered(1) Price      Offering       Fee
                                 Per Share    Price (2)
                                    (2)
---------------------------------------------------------------------
---------------------------------------------------------------------
 Common Stock, $.01   750,000   $14.594     $10,945,500   $3,043.00
 par 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 June 23, 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 the Datastream Systems,  Inc. 1998 Stock Option
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

     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  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

                                      II-1
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'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. Not withstanding 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;

                (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 28th day of June,
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 28th day of June, 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
C. Alex Estevez                   accounting officer)

                                  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 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

                           June 28, 1999

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

      Re:  Datastream Systems, Inc. 1998 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 750,000  shares of the Company's  common  stock,  $.01
par value per  share  (the  "Common  Stock")  under the  Datastream
Systems, Inc. 1998 Stock Option Plan (the "Plan").

      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 Plan,  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 Plan  will be,  when  issued in
accordance  with the  terms of such  plan,  legally  issued,  fully
paid and non-assessable.
Datastream Systems, Inc.
June 28, 1999
Page 2

      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 reports incorporated  herein by  reference.

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

June 28, 1999