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                                  FORM 10-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   (Mark One)
              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1997

                                       OR

             [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

      For the transition period from               to 
                                     -------------    -------------

                         Commission file number 0-25936

                               USDATA CORPORATION
                               ------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                     75-2405152
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                     Identification No.)

                           2435 N. Central Expressway
          Richardson, Texas                                 75080
(Address of principal executive offices)                  (Zip Code)

        Registrant's telephone number, including area code (972) 680-9700

           Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
Title of each class                            Name of each exchange on
                                                       which registered
<S>                                            <C>
None                                                    Not applicable
---------                                               --------------
</TABLE>

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports
   required to be filed by Section 13 or 15(d) of the Securities Exchange Act
   of 1934 during the preceding 12 months (or for such shorter period that the
   registrant was required to file such reports), and (20 has been subject to
           such filing requirements for the past 90 days. 
                                 Yes [X] No [ ]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
  405 of Regulation S-K is not contained herein, and will not be contained, to
     the best of registrant's knowledge, in definitive proxy or information
    statements incorporated by reference in Part III of this Form 10-K or any
                        amendment to this Form 10-K. [ ]

    The aggregate market value of voting and non-voting common equity held by
   non-affiliates of the registrant as of February 27, 1998, was approximately
     $54,724,120 based on the sale price of the Common Stock on February 27,
       1998, of $4.9375 as reported by the NASDAQ National Market System.

  As of February 27, 1998, the registrant had outstanding 11,083,366 shares of
                  its Common Stock, par value $.01 per share.

                       DOCUMENTS INCORPORATED BY REFERENCE

  Portions of the Proxy Statement for the Annual Meeting of Stockholders to be
     held on June 1, 1998 are incorporated herein by reference in Part III,
                            Items 10, 11, 12 and 13.



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SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized, in the City of
Richardson, State of Texas, on the 31st day of March, 1998.

                                         USDATA Corporation
                                         By: /s/ Robert A. Merry
                                            ------------------------------
                                         Robert A. Merry
                                         President and
                                         Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of USDATA Corporation,
hereby severally constitute and appoint Robert A. Merry and Robert L. Drury, and
each of them singly, our true and lawful attorneys, with full power to them and
each of them singly, to sign for us in our names in the capacities indicated
below, amendments to this report, and generally to do all things in our names
and on our behalf in such capacities to enable USDATA Corporation to comply with
the provisions of the Securities Exchange Act of 1934, as amended, and all
requirements of the Securities and Exchange Commission.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the capacities and on
the dates indicated.

Signature

/s/ Arthur R. Spector
----------------------    Chairman of the Board                 March 31, 1998
Arthur R. Spector

/s/ Robert A. Merry
----------------------    President and Chief Executive         March 31, 1998
Robert A. Merry           Officer (Principal Executive Officer)

/s/ Robert L. Drury
----------------------    Vice President and Chief Financial    March 31, 1998
Robert L. Drury           Officer, Treasurer and Secretary
                          (Principal Financial and Accounting
                          Officer)

/s/ Gary J. Anderson, M.D.
----------------------    Director                              March 31, 1998
Gary J. Anderson, M.D.

/s/ James W. Dixon
----------------------    Director                              March 31, 1998
James W. Dixon

/s/ Max D. Hopper
----------------------    Director                              March 31, 1998
Max D. Hopper

/s/ Jerry L. Johnson
----------------------    Director                              March 31, 1998
Jerry L. Johnson

/s/ Jack L. Messman
----------------------    Director                              March 31, 1998
Jack L. Messman


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized, in the City of
Richardson, State of Texas, on the 27th day of April, 1998.

                                         USDATA Corporation
                                         By: /s/ Robert L. Drury
                                            ------------------------------
                                         Robert L. Drury
                                         Vice President and Chief
                                         Financial Officer, Treasurer and
                                         Secretary (Principal Financial
                                         and Accounting Officer)