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

                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 Plan)

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

                          Copy to:
                    Steven L. Pottle, Esq.
                      Alston & Bird LLP
                     One Atlantic Center
                1201 West Peachtree Street, NW
                   Atlanta, Georgia 30309
                      (404) 881-7000


<PAGE>


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
                                         Proposed   Proposed
   Title of Securities     Amount to      Maximum   Maximum     Amount of
     to be Registered         be         Offering  Aggregate  Registration
                          Registered(2)   Price     Offering      Fee
                                         Per Share   Price
--------------------------------------------------------------------------
--------------------------------------------------------------------------
 Common Stock, $.01 par
 value (with attached
 Rights to purchase
 Series A Junior
 Participating Preferred
 Stock) (1)                241,750       $6.07(3)   $1,467,423   $135.01
--------------------------------------------------------------------------
--------------------------------------------------------------------------
 Common Stock, $.01 par
 value (with attached
 Rights to purchase
 Series A Junior
 Participating Preferred
 Stock) (1)                258,250       $6.84     $1,766,430    $162.52
--------------------------------------------------------------------------

(1) Prior to the occurrence of certain events, the Rights will not be evidenced
   or traded separately from the registrant's common stock. Value, if any, of
   the Rights is reflected in the market price of the registrant's common stock.
   Accordingly, no separate fee is paid.
(2) 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.
(3) Determined in accordance with Rule 457(h), the registration fee calculation
   is based on the average of the high and low prices of the Registrant's Common
   Stock reported on the Nasdaq National Market System on August 30, 2002.


<PAGE>


                                      II-5


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

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

PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

      (1)  The  Registrant's  Annual  Report  on Form  10-K for the
           fiscal year ended December 31, 2001;

      (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, 2001; and

      (3)  The description of the Registrant's Common Stock and Rights to
           purchase Series A Junior Participating Preferred Stock, contained in
           the Registrant's Registration Statements filed under Section 12 of
           the Exchange Act of 1934, including all amendments or reports filed
           for the purpose of updating such descriptions.

      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.

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 full extent and under the circumstances permitted by the
General Corporation Law of the State of Delaware in effect from time to time,
any Person, made or 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 such Person is or was or with his or
her consent is named by the Corporation as being or about to become a director
of the Corporation or any subsidiary thereof, or is or was an employee or agent
of the Corporation or any subsidiary thereof, or is or was an officer or
employee of the Corporation or any subsidiary thereof, or is or was an employee
or agent of the Corporation or any subsidiary thereof, or is or was serving at
the specific request of the Corporation as a director, officer, employee, or
agent of another company or other enterprise in which the Corporation 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
                  (incorporated herein by reference to Exhibit 3.1 to the
                  Registrant's Form S-1 Registration Statement (File No.
                  33-89498))

 4.1(a)           Amendment to Amended and Restated Certificate of
                  Incorporation, dated January 12, 1998 (incorporated herein by
                  reference to Exhibit 3.1(a) to the Registrant's Annual Report
                  on Form 10-K for the fiscal year ended December 31, 1997 (File
                  No. 000-25590))

 4.1(b)           Certificate of Designation, Preferences and Rights of Series A
                  Junior Participating Preferred Stock of Datastream Systems,
                  Inc., dated December 11, 2001 (incorporated by reference to
                  Exhibit 3.1(b) of the Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 2001 (File No.
                  000-25590))

 4.2              Bylaws (incorporated herein by reference to Exhibit 3.2 to the
                  Registrant's Form S-1 Registration Statement (File No.
                  33-89498))

 4.2(a)           Amendment to Bylaws, dated March 22, 2001 (incorporated herein
                  by reference to Exhibit 3.2(a) to the Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  2000 (File No. 000-25590))

 4.3              Specimen Stock Certificate (incorporated herein by reference
                  to Exhibit 4.2 to the Registrant's Form S-1 Registration
                  Statement (File No.
                  33-89498))

 4.4              Stockholder Protection Rights Agreement, dated
                  December 10, 2001, between Datastream Systems,
                  Inc. and First Union National Bank, as Rights
                  Agent (incorporated herein by reference to
                  Exhibit 99.1 to the Company's Current Report on
                  Form 8-K filed with the SEC on December 12,
                  2001)

 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
                  hereto)

Item 9. Undertakings

(a)   The undersigned Registrant hereby undertakes:

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

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

                (ii) To reflect in the prospectus any facts or events arising
                     after the effective date of this Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in this Registration
                     Statement. Notwithstanding the foregoing, any increase or
                     decrease in volume of securities offered (if the total
                     dollar value of securities offered would not exceed that
                     which was registered) and any deviation from the low or the
                     high end of the estimated maximum offering range may be
                     reflected in the form of prospectus filed with the
                     Commission pursuant to Rule 424(b) if, in the aggregate,
                     the changes in volume and price represent no more than 20
                     percent change in the maximum aggregate offering price set
                     forth in the "Calculation of Registration Fee" table in the
                     effective registration statement;

                (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.

           (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 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.


<PAGE>


                                   SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenville, state of South Carolina, on the 4th day
of September, 2002.


                               DATASTREAM SYSTEMS, INC.


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


      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Larry G. Blackwell and C. Alex Estevez, and each
of them, with the power to act without the other, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on the 4th day
of September, 2002 in the capacities indicated.

                                  Title
Signature


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

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

/s/ James R. Talton, Jr.          Director
------------------------------
James R. Talton, Jr.


<PAGE>


                                       -9-



                                  EXHIBIT INDEX


 Exhibit Number                     Description

 4.1              Amended and Restated Certificate of Incorporation
                  (incorporated herein by reference to Exhibit 3.1 to the
                  Registrant's Form S-1 Registration Statement (File No.
                  33-89498))

 4.1(a)           Amendment to Amended and Restated Certificate of
                  Incorporation, dated January 12, 1998 (incorporated herein by
                  reference to Exhibit 3.1(a) to the Registrant's Annual Report
                  on Form 10-K for the fiscal year ended December 31, 1997 (File
                  No. 000-25590))

 4.1(b)           Certificate of Designation, Preferences and Rights of Series A
                  Junior Participating Preferred Stock of Datastream Systems,
                  Inc., dated December 11, 2001 (incorporated by reference to
                  Exhibit 3.1(b) of the Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 2001 (File No.
                  000-25590))

 4.2              Bylaws (incorporated herein by reference to Exhibit 3.2 to the
                  Registrant's Form S-1 Registration Statement (File No.
                  33-89498))

 4.2(a)           Amendment to Bylaws, dated March 22, 2001 (incorporated herein
                  by reference to Exhibit 3.2(a) to the Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  2000 (File No. 000-25590))

 4.3              Specimen Stock Certificate (incorporated herein by reference
                  to Exhibit 4.2 to the Registrant's Form S-1 Registration
                  Statement (File No.
                  33-89498))

 4.4              Stockholder Protection Rights Agreement, dated
                  December 10, 2001, between Datastream Systems,
                  Inc. and First Union National Bank, as Rights
                  Agent (incorporated herein by reference to
                  Exhibit 99.1 to the Company's Current Report on
                  Form 8-K filed with the SEC on December 12,
                  2001.)

 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
                  hereto)


<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



                                 September 4, 2002



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

      Re:  Registration Statement on Form S-8 filed September 4, 2002
           Datastream Systems, Inc. 1998 Stock Option Plan

Ladies and Gentlemen:

      We have acted as counsel for Datastream Systems, Inc., a Delaware
corporation (the "Company"), in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, and covering 500,000 shares of the Company's
common stock, $0.01 par value (the "Common Stock"), that may be issued pursuant
to the Datastream Systems, Inc. 1998 Stock Option Plan (the "Plan"). This
Opinion Letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of
Regulation S-K.

      We have examined the Amended and Restated Articles of Incorporation of the
Company and all amendments thereto, the Bylaws of the Company, as amended,
resolutions and records of proceedings of the Company's Board of Directors
deemed by us to be relevant to this opinion letter, a form of the option
agreements under the Plan, a copy of the Plan and the Registration Statement. We
also have made such further legal and factual examinations and investigations as
we deemed necessary for purposes of expressing the opinion set forth herein.

      As to certain factual matters relevant to this opinion letter, we have
relied upon certificates and statements of officers of the Company and
certificates of public officials. Except to the extent expressly set forth
herein, we have made no independent investigations with regard thereto, and
accordingly, we do not express any opinion as to matters that might have been
disclosed by independent verification.

      This opinion letter is provided to the Company and the Commission for
their use solely in connection with the transactions contemplated by the
Registration Statement and may not be used, circulated, quoted or otherwise
relied upon by any other person or for any other purpose without our express
written consent. The only opinion rendered by us consists of those matters set
forth in the sixth paragraph hereof, and no opinion may be implied or inferred
beyond those expressly stated.

      Our opinion set forth below is limited to the laws of the State of
Delaware, and we do not express any opinion herein concerning any other laws.

      Based upon the foregoing, it is our opinion that the 500,000 shares of
Common Stock covered by the Registration Statement and to be issued pursuant to
the Plan, when issued by the Company in accordance with the terms and conditions
of the Plan, will be validly issued, fully paid and nonassessable.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement. In giving such consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission thereunder.

      .

                               Very truly yours,

                               ALSTON & BIRD LLP


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







<PAGE>






                                                                   Exhibit 23.2



                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Datastream Systems, Inc.:

      We consent to the use of our reports dated February 8, 2002, with respect
to the consolidated balance sheets of Datastream Systems, Inc. and subsidiaries
as of December 31, 2000 and 2001, and the related consolidated statements of
operations, stockholders' equity and comprehensive income (loss), and cash flows
for each of the years in the three-year period ended December 31, 2001, and the
related financial statement schedule, incorporated therein.



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


August 28, 2002
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{"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": "333-99145", "film-number": "02756695"}, "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"}}
===================================================================

                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 Plan)

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

                          Copy to:
                    Steven L. Pottle, Esq.
                      Alston & Bird LLP
                     One Atlantic Center
                1201 West Peachtree Street, NW
                   Atlanta, Georgia 30309
                      (404) 881-7000
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
                                         Proposed   Proposed
   Title of Securities     Amount to      Maximum   Maximum     Amount of
     to be Registered         be         Offering  Aggregate  Registration
                          Registered(2)   Price     Offering      Fee
                                         Per Share   Price
--------------------------------------------------------------------------
--------------------------------------------------------------------------
 Common Stock, $.01 par
 value (with attached
 Rights to purchase
 Series A Junior
 Participating Preferred
 Stock) (1)                241,750       $6.07(3)   $1,467,423   $135.01
--------------------------------------------------------------------------
--------------------------------------------------------------------------
 Common Stock, $.01 par
 value (with attached
 Rights to purchase
 Series A Junior
 Participating Preferred
 Stock) (1)                258,250       $6.84     $1,766,430    $162.52
--------------------------------------------------------------------------

(1) Prior to the occurrence of certain events, the Rights will not be evidenced
   or traded separately from the registrant's common stock. Value, if any, of
   the Rights is reflected in the market price of the registrant's common stock.
   Accordingly, no separate fee is paid.
(2) 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.
(3) Determined in accordance with Rule 457(h), the registration fee calculation
   is based on the average of the high and low prices of the Registrant's Common
   Stock reported on the Nasdaq National Market System on August 30, 2002.
II-5

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

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

PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

      (1)  The  Registrant's  Annual  Report  on Form  10-K for the
           fiscal year ended December 31, 2001;

      (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, 2001; and

      (3)  The description of the Registrant's Common Stock and Rights to
           purchase Series A Junior Participating Preferred Stock, contained in
           the Registrant's Registration Statements filed under Section 12 of
           the Exchange Act of 1934, including all amendments or reports filed
           for the purpose of updating such descriptions.

      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.

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 full extent and under the circumstances permitted by the
General Corporation Law of the State of Delaware in effect from time to time,
any Person, made or 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 such Person is or was or with his or
her consent is named by the Corporation as being or about to become a director
of the Corporation or any subsidiary thereof, or is or was an employee or agent
of the Corporation or any subsidiary thereof, or is or was an officer or
employee of the Corporation or any subsidiary thereof, or is or was an employee
or agent of the Corporation or any subsidiary thereof, or is or was serving at
the specific request of the Corporation as a director, officer, employee, or
agent of another company or other enterprise in which the Corporation 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
                  (incorporated herein by reference to Exhibit 3.1 to the
                  Registrant's Form S-1 Registration Statement (File No.
                  33-89498))

 4.1(a)           Amendment to Amended and Restated Certificate of
                  Incorporation, dated January 12, 1998 (incorporated herein by
                  reference to Exhibit 3.1(a) to the Registrant's Annual Report
                  on Form 10-K for the fiscal year ended December 31, 1997 (File
                  No. 000-25590))

 4.1(b)           Certificate of Designation, Preferences and Rights of Series A
                  Junior Participating Preferred Stock of Datastream Systems,
                  Inc., dated December 11, 2001 (incorporated by reference to
                  Exhibit 3.1(b) of the Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 2001 (File No.
                  000-25590))

 4.2              Bylaws (incorporated herein by reference to Exhibit 3.2 to the
                  Registrant's Form S-1 Registration Statement (File No.
                  33-89498))

 4.2(a)           Amendment to Bylaws, dated March 22, 2001 (incorporated herein
                  by reference to Exhibit 3.2(a) to the Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  2000 (File No. 000-25590))

 4.3              Specimen Stock Certificate (incorporated herein by reference
                  to Exhibit 4.2 to the Registrant's Form S-1 Registration
                  Statement (File No.
                  33-89498))

 4.4              Stockholder Protection Rights Agreement, dated
                  December 10, 2001, between Datastream Systems,
                  Inc. and First Union National Bank, as Rights
                  Agent (incorporated herein by reference to
                  Exhibit 99.1 to the Company's Current Report on
                  Form 8-K filed with the SEC on December 12,
                  2001)

 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
                  hereto)

Item 9. Undertakings

(a)   The undersigned Registrant hereby undertakes:

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

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

                (ii) To reflect in the prospectus any facts or events arising
                     after the effective date of this Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in this Registration
                     Statement. Notwithstanding the foregoing, any increase or
                     decrease in volume of securities offered (if the total
                     dollar value of securities offered would not exceed that
                     which was registered) and any deviation from the low or the
                     high end of the estimated maximum offering range may be
                     reflected in the form of prospectus filed with the
                     Commission pursuant to Rule 424(b) if, in the aggregate,
                     the changes in volume and price represent no more than 20
                     percent change in the maximum aggregate offering price set
                     forth in the "Calculation of Registration Fee" table in the
                     effective registration statement;

                (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.

           (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 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.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenville, state of South Carolina, on the 4th day
of September, 2002.

                               DATASTREAM SYSTEMS, INC.

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

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Larry G. Blackwell and C. Alex Estevez, and each
of them, with the power to act without the other, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on the 4th day
of September, 2002 in the capacities indicated.

                                  Title
Signature

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

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

/s/ James R. Talton, Jr.          Director
------------------------------
James R. Talton, Jr.
-9-

                                  EXHIBIT INDEX

 Exhibit Number                     Description

 4.1              Amended and Restated Certificate of Incorporation
                  (incorporated herein by reference to Exhibit 3.1 to the
                  Registrant's Form S-1 Registration Statement (File No.
                  33-89498))

 4.1(a)           Amendment to Amended and Restated Certificate of
                  Incorporation, dated January 12, 1998 (incorporated herein by
                  reference to Exhibit 3.1(a) to the Registrant's Annual Report
                  on Form 10-K for the fiscal year ended December 31, 1997 (File
                  No. 000-25590))

 4.1(b)           Certificate of Designation, Preferences and Rights of Series A
                  Junior Participating Preferred Stock of Datastream Systems,
                  Inc., dated December 11, 2001 (incorporated by reference to
                  Exhibit 3.1(b) of the Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 2001 (File No.
                  000-25590))

 4.2              Bylaws (incorporated herein by reference to Exhibit 3.2 to the
                  Registrant's Form S-1 Registration Statement (File No.
                  33-89498))

 4.2(a)           Amendment to Bylaws, dated March 22, 2001 (incorporated herein
                  by reference to Exhibit 3.2(a) to the Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  2000 (File No. 000-25590))

 4.3              Specimen Stock Certificate (incorporated herein by reference
                  to Exhibit 4.2 to the Registrant's Form S-1 Registration
                  Statement (File No.
                  33-89498))

 4.4              Stockholder Protection Rights Agreement, dated
                  December 10, 2001, between Datastream Systems,
                  Inc. and First Union National Bank, as Rights
                  Agent (incorporated herein by reference to
                  Exhibit 99.1 to the Company's Current Report on
                  Form 8-K filed with the SEC on December 12,
                  2001.)

 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
                  hereto)
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

                                 September 4, 2002

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

      Re:  Registration Statement on Form S-8 filed September 4, 2002
           Datastream Systems, Inc. 1998 Stock Option Plan

Ladies and Gentlemen:

      We have acted as counsel for Datastream Systems, Inc., a Delaware
corporation (the "Company"), in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, and covering 500,000 shares of the Company's
common stock, $0.01 par value (the "Common Stock"), that may be issued pursuant
to the Datastream Systems, Inc. 1998 Stock Option Plan (the "Plan"). This
Opinion Letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of
Regulation S-K.

      We have examined the Amended and Restated Articles of Incorporation of the
Company and all amendments thereto, the Bylaws of the Company, as amended,
resolutions and records of proceedings of the Company's Board of Directors
deemed by us to be relevant to this opinion letter, a form of the option
agreements under the Plan, a copy of the Plan and the Registration Statement. We
also have made such further legal and factual examinations and investigations as
we deemed necessary for purposes of expressing the opinion set forth herein.

      As to certain factual matters relevant to this opinion letter, we have
relied upon certificates and statements of officers of the Company and
certificates of public officials. Except to the extent expressly set forth
herein, we have made no independent investigations with regard thereto, and
accordingly, we do not express any opinion as to matters that might have been
disclosed by independent verification.

      This opinion letter is provided to the Company and the Commission for
their use solely in connection with the transactions contemplated by the
Registration Statement and may not be used, circulated, quoted or otherwise
relied upon by any other person or for any other purpose without our express
written consent. The only opinion rendered by us consists of those matters set
forth in the sixth paragraph hereof, and no opinion may be implied or inferred
beyond those expressly stated.

      Our opinion set forth below is limited to the laws of the State of
Delaware, and we do not express any opinion herein concerning any other laws.

      Based upon the foregoing, it is our opinion that the 500,000 shares of
Common Stock covered by the Registration Statement and to be issued pursuant to
the Plan, when issued by the Company in accordance with the terms and conditions
of the Plan, will be validly issued, fully paid and nonassessable.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement. In giving such consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission thereunder.

      .

                               Very truly yours,

                               ALSTON & BIRD LLP

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

                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Datastream Systems, Inc.:

      We consent to the use of our reports dated February 8, 2002, with respect
to the consolidated balance sheets of Datastream Systems, Inc. and subsidiaries
as of December 31, 2000 and 2001, and the related consolidated statements of
operations, stockholders' equity and comprehensive income (loss), and cash flows
for each of the years in the three-year period ended December 31, 2001, and the
related financial statement schedule, incorporated therein.

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

August 28, 2002