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                                                                 EXHIBIT 10.1(c)
                                                                                
                  THIRD AMENDMENT TO THE AMENDED AND RESTATED
                DATASTREAM SYSTEMS, INC. 1995 STOCK OPTION PLAN

     THIS THIRD AMENDEMENT TO THE AMENDED AND RESTATED DATASTREAM SYSTEMS, INC.
1995 STOCK OPTION PLAN (the "Third Amendment") is made effective as of the 12th
day of March, 1999, by Datastream Systems, Inc., a Delaware corporation (the
"Company").

                              W I T N E S S E T H
                              -------------------
                                        
     WHEREAS, the Company has adopted the Amended and Restated Datastream
Systems, Inc. 1995 Stock Option Plan (as Amended and Restated through May 7,
1997) (the "Plan"); and

     WHEREAS, Section 4.8 of the Plan authorizes the Board of Directors of the
Company to amend the Plan without stockholder approval; and
 
     WHEREAS, the Board of Directors of the Company now desires to amend the
Plan to redefine the class of transferees to whom non-qualified stock options
may be transferred under the Plan.

     NOW, THEREFORE, the Board of Directors of the Company hereby amends the
Plan as follows:

                                       I.

     Section 3.1.11 of the Plan is hereby deleted in its entirety and replaced
with the following new Section 3.1.11:

     "3.1.11  Nonassignability.  Options shall not be transferable or assignable
              ----------------                                                  
     except by will or by the laws of descent and distribution.  Such Options
     shall be exercisable, during the Participant's lifetime, only by the
     Participant; or in the event of the death of the Participant, by the legal
     representatives of the Participant's estate or if no legal representative
     has been appointed, by the successor in interest determined under the
     Participant's will.  Notwithstanding the two prior sentences, however, if
     the applicable Stock Option Agreement so provides, a Participant may assign
     all or any portion of an Option granted to him that is not an incentive
     stock option to (i) the Participant's child, stepchild, grandchild, parent,
     stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
     son-in-law, daughter-in-law, brother-in-law, sister-in-law, niece or
     nephew, including adoptive relationships, a former spouse of the
     Participant or any person sharing the Participant's household that is not a
     tenant or employee of the Participant; (ii) any entity in which the persons
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     included in (i) (or the Participant) own more than 50 percent of the voting
     interests; (iii) trusts in which any of the persons included in (i) have
     more than a fifty percent beneficial interest; and (iv) foundations in
     which the persons in (i) (or the Participant) control the management of
     assets, as may be permitted under Rule 16b-3 of the Exchange Act of 1934,
     as in effect from time to time.  In that event, the assignee will be
     entitled to all of the rights of the Participant with respect to the
     assigned portion of such Option, and such Option will continue to be
     subject to all the terms and conditions that governed the Option during the
     period that it was held by the Participant; provided, however, that such
     assignee may not further assign the Option except by will or by the laws of
     descent and distribution.  Any such assignment will be permitted only if
     made by gift, pursuant to a domestic relations order, or in exchange for an
     interest in an entity of which more than 50 percent of the voting interests
     are held by the persons included in (i).  Additionally, in order for an
     assignment by a Participant to be effective, (i) at least 30 days prior to
     the date of assignment, the Participant must notify the Company in writing
     of the date of the assignment, the Option or portion thereof to be assigned
     and the name, address, telephone number and social security or employer
     identification number of the assignee, (ii) at the time of assignment, the
     Participant must execute an appropriate written agreement that the company
     provides to evidence the assignment and to agree to remit any applicable
     withholding the Company may require and (iii) at the time of assignment,
     the assignee pursuant to a written agreement that the Company provides must
     agree to be bound by the same terms and conditions that governed the Option
     during the period it was held by the Participant."

                                      II.

     Except as specifically amended hereby, the Plan shall continue to remain in
full force and effect as before this Third Amendment, and this Third Amendment
shall be effective with respect to any Options granted under the Plan, including
those granted before the effective date of this Third Amendment.

     IN WITNESS WHEREOF, the Board of Directors of the Company have caused this
Third Amendment to be executed in the form and as of the date set forth above.


                                                DATASTREAM SYSTEMS, INC.

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

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