SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 10Q

(Mark One)
__X__            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1999

                                       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: 000-25590


                            DATASTREAM SYSTEMS, INC.

           Incorporated pursuant to the laws of the State of Delaware
                   -------------------------------------------

       Internal Revenue Service -- Employer Identification No. 57-0813674

                    50 DATASTREAM PLAZA, GREENVILLE, SC 29605

                                 (864) 422-5001
                   -------------------------------------------

                                 NOT APPLICABLE
           (Former Name, Former Address, if changed since last report)


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 (2) has been  subject to
such filing requirements for the past 90 days. Yes   _X_ No   ___

APPLICABLE   ONLY  TO  CORPORATE   ISSUERS:   Indicate  the  number  of  shares
outstanding  of the issuer's  common stock as of the latest  practicable  date:
June 30, 1998    19,261,046 shares, $0.01 par value.

<PAGE>

                            Datastream Systems, Inc.

                                    FORM 10-Q

                           Quarter ended June 30, 1999

                                      Index

                                                                 Page No.

Part I.    Consolidated Financial Information

           "Safe Harbor" Statement under the Private Securities
               Litigation Reform Act of 1995                          3

Item 1.    Consolidated Financial Statements (unaudited)

           Consolidated Balance Sheets-
               December 31, 1998 and June 30, 1999
                Assets                                                4
                Liabilities and Stockholder' Equity                   5

           Consolidated Income Statements -
                for the Three Months ended June 30,  1998 and 1999    6

           Consolidated Income Statements -
                for the Six Months ended June 30,  1998 and 1999      7

           Consolidated Statement of Changes in Stockholders' Equity
                and Comprehensive Income -
                for the Six Months ended June 30, 1999                8

           Consolidated Statements of Cash Flows -
                for the Six Months ended June 30, 1998 and 1999       9

           Notes to the Consolidated Financial Statements             10

Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations              12

Item 3.    Quantitative and Qualitative Disclosures About             15
           Market Risk


Part II.   Other Information                                          16


Signature                                                             17
<PAGE>

PART I.     CONSOLIDATED FINANCIAL INFORMATION


                    "SAFE HARBOR" STATEMENT UNDER THE PRIVATE
                    SECURITIES LITIGATION REFORM ACT OF 1995

From time to time,  Datastream  Systems,  Inc.  ("Datastream" or the "Company")
makes  oral  and  written  statements  that  may  constitute   "forward-looking
statements"   (rather  than  historical   facts)  as  defined  in  the  Private
Securities  Litigation  Reform  Act of 1995  (the  "Act")  or by the SEC in its
rules,  regulations  and  releases.  The Company  desires to take  advantage of
the "safe harbor"  provisions in the Act for  forward-looking  statements  made
from  time  to  time,  including,  but  not  limited  to,  the  forward-looking
statements made in this Quarterly  Report on Form 10-Q (the "Report"),  as well
as  those  made in other  filings  with  the  SEC.  Forward-looking  statements
contained  in  this  Report  are  based  on  management's   current  plans  and
expectations  and are  subject  to risks and  uncertainties  that  could  cause
actual   results   to  differ   materially   from   those   described   in  the
forward-looking  statements.  In the  preparation  of this  Report,  where such
forward-looking  statements  appear,  the Company has sought to accompany  such
statements  with  meaningful   cautionary   statements   identifying  important
factors  that  could  cause  actual  results  to differ  materially  from those
described in the  forward-looking  statements.  Such factors  include,  but are
not  limited  to:  increasing  competition  in the markets in which the Company
competes;  the  ability of the  Company to enhance  its  current  products  and
develop  new  products  that  address  technological  and market  developments;
risks  associated  with  increasing  international  sales,  including,  but not
limited to, exposure to foreign  exchange  fluctuations  and the ability of the
Company to successfully  compete in foreign markets;  fluctuations in quarterly
results due to  seasonality  and longer sales cycles in certain  regions  where
the Company  markets its products,  especially in connection with the Company's
high-end  products;  the Company's  ability to complete the  implementation  of
its Year 2000  program  on a timely  basis  and the  ability  of the  Company's
suppliers,  vendors,  customers  and other  third  parties on which the Company
relies to be Year 2000 ready;  and changes in  economic  conditions  generally,
both   domestic   and   international.   The   preceding   list  of  risks  and
uncertainties,  however,  is not intended to be exhaustive,  and should be read
in  conjunction  with  other  cautionary  statements  made  herein  and  in the
Company's  other  publicly filed  reports,  including,  but not limited to, the
"Risk  Factors" set forth in the Company's  Form 10-K for the fiscal year ended
December 31, 1998.

The Company does not have, and expressly  disclaims,  any obligation to release
publicly  any  updates or any  changes  in the  Company's  expectations  or any
changes in events,  conditions or  circumstances  on which any  forward-looking
statement is based.
<PAGE>

ITEM 1.  Consolidated Financial Statements

                    Datastream Systems, Inc. and Subsidiaries

                           Consolidated Balance Sheets

                                     Assets

                                                   December 31,       June 30,
                                                       1998             1999
                                                       ----             ----
                                                                   (unaudited)
Current assets:
   Cash and cash equivalents                        $ 6,739,209    $ 9,755,402
   Accounts receivable, net of allowance
     for doubtful accounts of $3,073,837
      and $ 3,449,224, respectively                  32,440,963     32,438,424
   Unbilled receivables                               2,761,922      2,817,003
   Investments                                        2,574,898      2,034,904
   Prepaid expenses                                   1,633,227      1,909,253
   Inventories                                          274,502         40,430
   Deferred income taxes                              2,322,600      2,322,600
   Other assets                                       1,662,716      2,085,790
                                                      ---------      ---------
        Total current assets                         50,410,037     53,403,806

Investments                                           2,034,744      4,260,000
Property and equipment, net                          12,886,791     12,546,477
Goodwill, net                                        18,323,801     16,795,571
Capitalized software development costs,
     net of accumulated  amortization of
     $3,180,813 and $4,529,849, respectively          3,134,779      2,752,749
                                                      ---------      ---------
        Total assets                                $86,790,152    $89,758,603
                                                    ===========    ===========

See accompanying notes to consolidated financial statements.
<PAGE>




                    Datastream Systems, Inc. and Subsidiaries

                     Consolidated Balance Sheets (Continued)

                      Liabilities and Stockholders' Equity

                                                   December 31,       June 30,
                                                       1998             1999
                                                       ----             ----
                                                                   (unaudited)
Current liabilities:
   Accounts payable                                 $ 3,143,893    $ 3,045,645
   Other accrued liabilities                          9,768,179      8,534,357
   Income taxes payable                               2,762,451      3,924,759
   Current portion of long-term debt                    650,884         28,255
   Unearned revenue                                   8,292,829      7,968,990
                                                      ---------      ---------
        Total current liabilities                    24,618,236     23,502,006

Long-term debt, less current portion                    297,092        263,815
Deferred income taxes                                 1,268,400      1,268,400
                                                      ---------      ---------
        Total liabilities                            26,183,728     25,034,221
                                                     ----------     ----------
Stockholders' equity:
   Preferred stock, $1 par value,
     1,000,000 shares authorized; none issued                 -              -
   Common stock, $.01 par value,
     40,000,000 shares authorized;
     19,183,305 shares issued and outstanding
          at December 31, 1998,
     19,261,046 shares issued and outstanding
          at June 30, 1999                              191,833        192,611
   Additional paid-in capital                        66,138,405     66,848,619
   Accumulated deficit                               (6,675,096)       (18,116)
   Other accumulated comprehensive income               951,282        255,905
   Treasury stock, 0 shares at December 31, 1998 and
      280,000 shares at June 30, 1999, at cost                -     (2,554,637)
                                                     ----------     ----------
        Total stockholders' equity                   60,606,424     64,724,382
                                                     ----------     ----------
        Total liabilities and stockholders' equity  $86,790,152    $89,758,603
                                                    ===========    ===========

See accompanying notes to consolidated financial statements.
<PAGE>

                    Datastream Systems, Inc. and Subsidiaries

                        Consolidated Statements of Income
                                   (unaudited)
                    Three months ended June 30, 1998 and 1999

                                                     June 30,         June 30,
                                                       1998             1999
                                                       ----             ----

Revenues:
   Product                                          $ 9,332,113    $10,594,653
   Professional service                               9,831,906     14,181,376
   Support                                            4,278,451      5,768,104
                                                     ----------     ----------
      Total revenues                                 23,442,470     30,544,133

Cost of revenues:
   Cost of product revenues                             494,928        530,778
   Cost of professional service revenues              5,220,774      8,181,861
   Cost of support revenues                           1,214,502      1,280,993
   Amortization and
    write-off of capitalized software                   276,702        765,645
                                                     ----------     ----------
      Total cost of revenues                          7,206,906     10,759,277
                                                     ----------     ----------
       Gross profit                                  16,235,564     19,784,856

Operating expenses:
   Sales and marketing                                6,491,694      7,972,922
   Product development                                1,961,458      3,944,607
   General and administrative                         1,445,828      2,463,502
   Amortization of goodwill                             569,259        764,115
   Write-off of in-process research and development
    and other acquisition charges                     1,360,000              -
                                                     ----------     ----------
      Total operating expenses                       11,828,239     15,145,146
                                                     ----------     ----------
      Operating income                                4,407,325      4,639,710

Other income (expense):
   Interest income                                      146,498        109,567
   Interest expense                                     (31,246)       (29,599)
   Other                                                 87,978         58,367
                                                         ------         ------
      Net other income                                  203,230        138,335

      Income before income taxes                      4,610,555      4,778,045

Income taxes                                          2,358,455      1,767,700
                                                     ----------     ----------
Net income                                          $ 2,252,100    $ 3,010,345
                                                    ===========    ===========

   Basic net income per share                       $       .12    $       .16
                                                    -----------    -----------
   Diluted net income per share                     $       .11    $       .15
                                                    -----------    -----------

   Basic weighted average number of common and
      potential common shares outstanding            18,870,916     19,016,280
   Diluted weighted average number of common and
      potential common shares outstanding            20,595,098     19,842,144

See accompanying notes to consolidated financial statements.
<PAGE>

                    Datastream Systems, Inc. and Subsidiaries

                        Consolidated Statements of Income
                                   (unaudited)
                     Six months ended June 30, 1998 and 1999

                                                     June 30,         June 30,
                                                       1998             1999
                                                       ----             ----
Revenues:
   Product                                          $16,697,210    $21,017,121
   Professional service                              18,787,430     27,355,315
   Support                                            8,086,490     10,970,418
                                                     ----------     ----------
      Total revenues                                 43,571,130     59,342,854

Cost of revenues:
   Cost of product revenues                           1,150,934      1,065,865
   Cost of professional service revenues              9,365,706     14,871,773
   Cost of support revenues                           2,144,331      2,598,813
   Amortization and
    write-off of capitalized software                   994,779      1,349,036
                                                     ----------     ----------
      Total cost of revenues                         13,655,750     19,885,487
                                                     ----------     ----------
      Gross profit                                   29,915,380     39,457,367

Operating expenses:
   Sales and marketing                               12,041,054     15,628,497
   Product development                                3,483,212      6,841,627
   General and administrative                         3,127,865      5,106,808
   Amortization of goodwill                             917,009      1,528,230
   Write-off of in-process research and development
    and other acquisition charges                     3,417,008              -
                                                     ----------     ----------
      Total operating expenses                       22,986,148     29,105,162
                                                     ----------     ----------
      Operating income                                6,929,232     10,352,205

Other income (expense):
   Interest income                                      352,288        238,168
   Interest expense                                     (59,513)       (81,970)
   Other                                                163,966        104,190
                                                        -------        -------
      Net other income                                  456,741        260,388

      Income before income taxes                      7,385,973     10,612,593

Income taxes                                          4,422,611      3,955,613
                                                     ----------     ----------
Net income                                          $ 2,963,362    $ 6,656,980
                                                    ===========    ===========

   Basic net income per share                       $       .16    $       .35
                                                    -----------    -----------
   Diluted net income per share                     $       .15    $       .34
                                                    -----------    -----------

   Basic weighted average number of common and
      potential common shares outstanding            18,755,519     19,109,761
   Diluted weighted average number of common and
      potential common shares outstanding            20,420,971     19,839,700

See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
                    Datastream Systems, Inc. and Subsidiaries

     Consolidated Statement of Stockholders' Equity and Comprehensive Income
                                   (unaudited)

                     For the six months ended June 30, 1999

<CAPTION>

                                                                           Other
                                             Additional   Accumulated   Accumulated                  Total
                                  Common      Paid-In      Earnings    Comprehensive   Treasury   Stockholders'
                                   Stock      Capital      (Deficit)      Income         Stock       Equity
                                   -----      -------      ---------      ------         -----       ------
<S>                                 <C>         <C>          <C>           <C>            <C>          <C>

Balance at December 31, 1998    $191,833   $66,138,405   $(6,675,096)   $ 951,282    $       -      $60,606,424

Comprehensive income
   Net income                          -             -      6,656,980           -              -      6,656,980
   Foreign currency
     translation adjustment            -             -              -    (695,377)             -       (695,377)
                                                                                                       --------
Total comprehensive income                                                                            5,961,603
                                                                                                      ---------
Exercise of stock options            577       472,039              -           -              -        472,616

Stock issued for Employee
   Stock Purchase Plan               201       196,250              -           -              -        196,451

Amortization of compensatory
   stock options                       -        41,925              -           -              -         41,925

Acquisition of 280,000 common shares   -             -              -           -     (2,554,637)    (2,554,637)


Balance at June 30, 1999        $192,611   $66,848,619   $    (18,116)  $ 255,905    $(2,554,637)   $64,724,382
                                ========   ===========   ============   =========    ===========    ===========

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>
                    Datastream Systems, Inc. and Subsidiaries

                      Consolidated Statements of Cash Flows
                                   (unaudited)

                     Six months ended June 30, 1998 and 1999

                                                     June 30,         June 30,
                                                       1998             1999
                                                       ----             ----
Cash flows from operating activities:
   Net income                                       $ 2,963,362    $ 6,656,980
   Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation                                    1,456,146      2,204,343
      Amortization of capitalized software
       development costs                                547,251      1,349,036
      Amortization of goodwill                          767,009      1,528,230
      Other accumulated comprehensive income           (267,465)      (695,377)
      Accretion of investment discount, net            (104,741)          (320)
      Gain on disposal of fixed assets                        -        (57,760)
      Provision for doubtful accounts                    85,411        587,387
      Amortization of compensatory stock options              -         41,925
      Write-off of in-process
          research and development                    3,417,008              -
      Write-off of capitalized software                 597,944              -
      Changes in operating assets and liabilities,
          net of effects of acquisitions:
       Accounts receivable                           (4,690,979)      (372,847)
       Unbilled receivable                             (464,838)      (267,081)
       Accrued interest receivable                        5,178         21,826
       Prepaid expenses                              (1,525,005)      (276,026)
       Inventories                                      345,623        234,072
       Other assets                                    (353,639)      (444,900)
       Accounts payable                               1,386,412        (98,247)
       Other accrued liabilities                     (3,362,101)    (1,233,819)
       Income taxes payable                           1,449,799      1,162,308
       Unearned revenue                               2,047,378       (323,839)
                                                      ---------     ----------
       Net cash provided by operating activities      4,299,753     10,015,891
                                                      ---------     ----------
Cash flows from investing activities:
   Purchase of investments                           (1,705,401)    (4,310,000)
   Proceeds from sale and maturities of investments  11,269,760      2,625,058
   Additions to property and equipment               (1,768,622)    (1,806,273)
   Capitalized software development costs            (1,694,081)      (967,007)
   Cash paid for acquisition, net of cash acquired  (10,054,691)             -
                                                     ----------     ----------
       Net cash used in investing activities         (3,953,035)    (4,458,222)
                                                     ----------     ----------
Cash flows from financing activities:
   Proceeds from exercise of stock options            1,203,879        472,616
   Proceeds from issuances of shares under employee
       stock purchase plan                               74,547        196,451
   Cash paid to acquire treasury stock                        -     (2,554,637)
   Principal payments on long-term debt                (130,515)      (655,906)
                                                     ----------     ----------
       Net cash provided by (used in)
          financing activities                        1,147,911     (2,541,476)
                                                     ----------     ----------
Net increase in cash and cash equivalents             1,494,629      3,016,193
Cash and cash equivalents at beginning of period      2,409,387      6,739,209
                                                     ----------     ----------
Cash and cash equivalents at end of period          $ 3,904,016    $ 9,755,402
                                                    ===========    ===========

See accompanying notes to consolidated financial statements.

<PAGE>

                    Datastream Systems, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements


1)  Summary of Significant Accounting Policies

A. Organization and Basis of Presentation

Datastream  Systems,   Inc.  (the  "Company"  or  "Datastream")   develops,
markets,  sells and supports  Microsoft and Oracle based software  products
for the  industrial  automation  market.  These products serve the desktop,
file server,  client-server and  enterprise-wide  networking  environments.
Datastream's  software  enables users to schedule  preventive  maintenance,
record equipment  maintenance  histories,  organize and control spare parts
inventories,  schedule  equipment and parts inventory  purchases and deploy
maintenance  personnel.  In  addition to its U.S.  operations,  the Company
has direct sales or  distribution  offices in Canada,  the United  Kingdom,
The  Netherlands,   France,  Germany,  Ireland,  Denmark,  Sweden,  Norway,
Portugal,  Mexico, Brazil,  Argentina,  Chile,  Venezuela,  Peru, Malaysia,
Australia,  Indonesia,  Singapore,  China and  South  Africa.  The  company
operates principally in one industry segment.

The company made the following acquisitions during 1998:

o     On March 31, 1998, the Company acquired Insta Instandhaltung  technischer
   Anlagen GmbH ("Insta"),  a German  corporation  headquartered in Munich,
   Germany.
o     On June 16, 1998, the Company acquired Strategic  Information Systems PTE
   Ltd., a Singapore corporation ("SIS").
o     On July 13,  1998,  the Company  acquired  certain  assets of  Datastream
   (Pacific) Pty Ltd., an Australian corporation ("DSTM-PAC").
o     On September 2, 1998,  the Company  acquired  Computec  Sistemas S.A., an
   Argentinean  corporation,  and its affiliate  Computec Sistemas Mexicana
   S.A. de C.V., a Mexican corporation (together "Computec").


The interim  financial  information  included herein is unaudited.  Certain
information  and footnote  disclosures  normally  included in the financial
statements  have  been  condensed  or  omitted  pursuant  to the  rules and
regulations of the Securities and Exchange  Commission (SEC),  although the
Company  believes  that  the  disclosures  made  are  adequate  to make the
information   presented  not  misleading.   These  consolidated   financial
statements  should be read in conjunction with the  consolidated  financial
statements  and related  notes  contained  in the  Company's  Form 10-K for
the year ended  December  31,  1998  filed with the SEC on March 31,  1999.
Other than as  indicated  herein,  there have been no  significant  changes
from the  financial  data  published  in those  reports.  In the opinion of
management,   such   unaudited   information   reflects  all   adjustments,
consisting  only of normal  recurring  accruals  and other  adjustments  as
disclosed  herein,  necessary  for a fair  presentation  of  the  unaudited
information.

Results  for  interim  periods are not  necessarily  indicative  of results
expected for the full year.

B.    Accounting Policies

Revenue Recognition

The  Company's  revenue,  which  consists  primarily  of fees  for  product
sales,  professional  services and support,  is  recognized  in  accordance
with AICPA  Statement  of Position  97-2 ("SOP  97-2"),  "Software  Revenue
Recognition".  Revenue earned on software  arrangements  involving multiple
elements  (i.e.,  software  products,  upgrades/enhancements,  postcontract
customer  support,  installation,  training,  etc.)  is  allocated  to each
element based on the relative  fair values of the elements.  The fair value
of an element is based on evidence  which is  specific  to the vendor.  The
revenue    allocated   to   software    products    (including    specified
upgrades/enhancements)   generally  is  recognized  upon  delivery  of  the
products.   The  revenue   allocated  to  postcontract   customer   support
generally  is  recognized  ratably over the term of the support and revenue
allocated  to  service   elements  (such  as  training  and   installation)
generally  is  recognized  as the services  are  performed.  If the Company
does  not  have   evidence  of  the  fair  value  for  all  elements  in  a
multiple-element   arrangement,   all  revenue  from  the   arrangement  is
deferred until such evidence exists or until all elements are delivered.

The  Company   continually   evaluates  its  obligations  with  respect  to
warranties,   returns  and  refunds.   Based  on   historical   trends  and
management's  evaluation of current conditions,  any potential  obligations
that  are  inherent  in the  accounts  receivable  balance  are  adequately
provided for through the allowance for doubtful  accounts.  The Company may
in  certain   circumstances  grant  discounts  when  a  purchase  order  is
received.  The discounts are recognized in the product  revenue at the time
of shipment.


Net Income Per Share

Basic net  income  (loss)  per share is  computed  by  dividing  net income
(loss)  by the  weighted  average  number  of  common  shares  outstanding.
Diluted net income  (loss) per share is  computed  by  dividing  net income
(loss)  by the  weighted  average  number of common  and  potential  common
shares  outstanding.  Diluted  weighted average common and potential common
shares  include  common shares and stock  options using the treasury  stock
method.  The  reconciliation  of basic and  diluted  income per share is as
follows:
<PAGE>

For the three months ended June 30,1999 and 1998

                                                               Per Share
                                             Income     Shares   Amount
    Three months ended June 30, 1999:
        Basic income per share           $ 3,010,345  19,016,280    .16
        Effect of dilutive securities:
           Stock options                           -     825,864
                                         -----------  ----------
        Diluted income per share         $ 3,010,345  19,842,144    .15
                                         ===========  ==========    ===

    Three months ended June 30, 1998:
        Basic income per share           $ 2,252,100  18,870,916    .12
        Effect of dilutive securities:
           Stock options                           -   1,724,182
                                         -----------  ----------
        Diluted income per share         $ 2,252,100  20,595,098    .11
                                         ===========  ==========    ===

For the six months ended June 30,1999 and 1998

                                                               Per Share
                                             Income     Shares   Amount
    Six months ended June 30, 1999:
        Basic income per share           $ 6,656,980  19,109,761    .35
        Effect of dilutive securities:
           Stock options                           -     729,939
                                         -----------  ----------
        Diluted income per share         $ 6,656,980  19,839,700    .34
                                         ===========  ==========    ===

    March 31, 1998:
        Basic income per share           $ 2,963,362  18,755,519    .16
        Effect of dilutive securities:
           Stock options                           -   1,665,452
                                         -----------  ----------
        Diluted income per share         $ 2,963,362  20,420,971    .15
                                         ===========  ==========    ===

C. Restructuring Charges

In 1998,  the Company  determined  that it was  necessary  to  aggressively
migrate  its  current and future  products  to a new  web-based  technology
platform and developed a plan to  restructure  certain of its operations in
response to increased  competition  and rapidly  changing  technology.  The
restructuring  plan  required  the  discontinuance  of  certain  internally
developed  and acquired  products and the  reorganization  of the Company's
product   development  and   distribution   structures   domestically   and
internationally   to  improve   efficiencies   and  customer   service  and
eliminate  redundancy.  As a result,  the Company  recorded a restructuring
charge  at  December  31,  1998  of  $3,977,000  and  established   certain
reserves for the costs.

As the  Company  implemented  its  restructuring  plan  during Q1 1999,  it
determined   that   certain  of  the   estimates   used  at  the  time  the
restructuring  plan was  prepared had  changed.  Due to natural  attrition,
restructuring   costs  for  the   involuntary   terminations   related   to
centralization  of product  development,  services  and  support  functions
were  determined to be lower than  originally  estimated.  The Company also
recognized  it would face  higher  costs  related  to the credit  risks and
warranty on  outstanding  receivables  balances in connection  with product
obsolescence.  The change in the estimated costs are as follows:

                                         Original Charge      Revised Charge
Involuntary terminations related to
     centralized functions               $2,421,000           $1,425,000
Provision for credit risk and warranty
     on obsolete products                   900,000            2,000,000
Costs of closing redundant facilities       656,000              552,000
                                            -------              -------
Total                                    $3,977,000           $3,977,000
                                         ==========           ==========

As  of  June  30,  1999,  approximately  $1,050,000  of  the  restructuring
accruals  were  utilized as follows:  $315,000  for  severance  and related
costs,  $279,000  for costs of closing  redundant  facilities  and $456,000
for provisions for increased credit risks.

D. Recent Accounting Pronouncements

In June 1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement  of  Financial  Accounting  Standards  No. 133,  "Accounting  for
Derivative   Instruments  and  Hedging  Activities"  (Statement  No.  133).
This standard  requires a public  company to recognize all  derivatives  as
either assets or  liabilities  in the  statement of financial  position and
measure  those  instruments  at fair  value.  In July 1999,  the  Financial
Accounting   Standards   Board   (FASB)   issued   Statement  of  Financial
Accounting  Standards No. 137,  "Accounting for Derivative  Instruments and
Hedging  Activities-  Deferral of Effective  Date of FASB Statement No. 133
-  an  amendment  of  FASB   Statement  No.  133"   (Statement   No.  137).
Statement  No. 137 delayed the  effective  date for  Statement  No. 133 for
one year.  The  Company  is  required  to adopt  Statement  No.  133 in the
first  quarter of 2001.  The Company has not yet  assessed  the impact this
standard will have on its  financial  condition or results of operations at
the time of adoption;  however,  the impact will  ultimately  depend on the
amount and type of  derivative  instruments  held at the time of  adoption,
if any.
<PAGE>

ITEM 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

    This Report contains  certain  forward-looking  statements with respect
to  the   Company's   operations,   industry,   financial   condition   and
liquidity.  These statements  reflect the Company's  assessment of a number
of risks and  uncertainties.  The  Company's  actual  results  could differ
materially   from  the  results   anticipated   in  these   forward-looking
statements  as a result of certain  factors  set forth in this  Report.  An
additional  statement  made pursuant to the Private  Securities  Litigation
Reform  Act of 1995 and  summarizing  certain  of the  principal  risks and
uncertainties  inherent in the Company's  business is included in Part I of
this Report under the caption  "'Safe Harbor'  Statement  Under the Private
Securities  Litigation  Reform  Act of 1995".  Readers  of this  Report are
encouraged to read such statement carefully.

Overview

    The  Company  offers a  complete  family of  "computerized  maintenance
management  systems"  ("CMMS") and "enterprise  asset  management " ("EAM")
systems  to  the  maintenance,  repair  and  operations  ("MRO")  industry.
Generally these products  consist of 4 major  categories based on price and
functionality.  MaintainIt/MaintainIt  Pro are  off-the-shelf,  entry-level
solutions  for  small  to  medium   businesses.   MP2   Professional  is  a
full-featured   integrated   maintenance   system  for  small  to  mid-size
companies.  MP2  Enterprise  combines  the  benefits  of PC servers  and PC
networks  with a  Windows  graphical  user  interface  and  SQL  relational
database.  MP5i  is an  internet-based  high-end  EAM  product.  Datastream
supports its software  products through  professional  services,  including
installation,  consulting,  integration  and training.  On-going  technical
support  services  are  supplied  pursuant to  renewable  annual  technical
support contracts.

In July  1999,  the  Company  established  a new wholly  owned  subsidiary,
Maintenance.com,  Inc. This  subsidiary  will be focused on  Internet-based
business-to-business electronic commerce solutions.  Maintenance.com,  Inc.
is structured to include  Datastream's  e-commerce assets,  including e-MRO
and BizSurplus.com, Datastream's new auction site.

Results of Operations

    Total  Revenues.  The Company  reported  higher  revenues for the second
quarter  of  1999.  Total  revenues  increased  30%  to  $30,544,133  in the
second  quarter of 1999 from  $23,442,470  in the second quarter of 1998 due
to the  continued  acceptance of the  Company's  products in the  industrial
automation  market and the  expansion of the Company's  sales,  professional
service and technical support service  organizations.  The second quarter of
1999  includes  $2,645,886  of  revenue  from the  entities  of Insta,  SIS,
DSTM-PAC  and  Computec,   which  were  acquired  during  1998.  The  second
quarter of 1998  includes  $1,853,324  of revenue from Insta and SIS.  Total
revenues  increased 36% to  $59,342,854  during the first six months of 1999
from $43,571,130 in the first six months of 1998.

    Product  revenues  increased 14% to $10,594,653  (35% of total revenues)
in the first  quarter of 1999 from  $9,332,113  (40% of total  revenues)  in
the  second  quarter of 1998,  as a result of the  growth in product  sales,
including  MP5,  MP2  Enterprise  and MP2  Professional  -  Access.  Product
revenues  increased 26% to $21,017,121  (35% of total revenues) in the first
six months of 1999 from  $16,697,210  (38% of total  revenues)  in the first
six months of 1998.

    Professional  service  revenues  increased  44% to  $14,181,376  (46% of
total  revenues) in the first quarter of 1999 from  $9,831,906 (42% of total
revenues)  in the second  quarter of 1998.  The increase  resulted  from the
addition of  professional  service  personnel  to service  expansion  of the
Company's   installed  base  of  systems.   Professional   service  revenues
increased  46% to  $27,355,315  (46% of total  revenues)  in the  first  six
months of 1999 from  $18,787,430  (43% of total  revenues)  in the first six
months of 1998.

    Technical  support  revenues  for the second  quarter of 1999  increased
35% to  $5,768,104  (19% of  total  revenues)  to  $4,278,451  (18% of total
revenues) in the second  quarter of 1998,  primarily due to the expansion of
the  Company's  installed  base  of  systems.   Technical  support  services
revenues  increased 36% to $10,970,418  (19% of total revenues) in the first
six  months of 1999 from  $8,086,490  (19% of total  revenues)  in the first
six months of 1998.

    Cost of Revenues.  Cost of revenues  increased 49% to $10,759,277  (35%
of  total  revenues)  in  the  second  quarter  of  1999,  as  compared  to
$7,206,906  (31% of total  revenues)  in the  comparable  quarter  of 1998.
The  increase in cost of  revenues  is  attributed  to  increased  expenses
incurred in the Professional  Services and Support  Departments  related to
increased head count to meet customer demand,  customer  reimbursed  travel
and increased amortization of capitalized software.

    Cost of revenues  increased 46% to $19,885,487  (34% of total revenues)
during  the  first  six  months  of 1999  from  $13,655,750  (31% of  total
revenues) in the first six months of 1998.

    Cost  of  product  revenues  was 2% of  total  revenues  in the  second
quarter of 1999 and 2% of total revenues during the same period in 1998.

    Cost  of  professional  service  revenues  was  27% of  total  revenues
during the second  quarter of 1999,  and 22% of total  revenues  during the
same period in 1998.  The  increase as a percentage  of total  revenues was
due to  higher  costs  of  providing  services  in the  companies  acquired
during   1998   and   costs   incurred   in   implementing    international
organizational changes.

    Cost of technical  support  service  revenues was 4% of total  revenues
during the first quarter of 1999 and 5% of total  revenues  during the same
period in 1998.  The decrease as a percentage of total  revenues was due to
increased efficiencies realized in companies acquired during 1998.

    Amortization  and  write  off of  capitalized  software  costs  for the
second  quarter  of  1999  includes  $765,645  (3% of  total  revenues)  of
amortization  expense and $276,702 (1% of total  revenues) of  amortization
expense  for the same period in 1998.  Cost of  revenues  for the first six
months of 1999 includes  $1,349,036 (2% of total  revenues) of amortization
expense.  Cost of  revenues  for the  first  six  months  of 1998  includes
$396,835  (1% of total  revenues)  of  amortization  expense and a $597,944
write-off  of  capitalized  software (1% of total  revenues),  which became
obsolete as a result of the acquisition of Insta.
<PAGE>
    Sales and Marketing  Expenses.  Sales and marketing  expenses increased
23% to  $7,972,922  (26% of total  revenues)  during the second  quarter of
1999 from $6,491,694  (28% of total revenues)  during the second quarter of
1998,  as  a  result  of  an  increased   number  of  sales  personnel  and
commissions  associated  with the  increase  in sales  revenue.  Sales  and
marketing  expenses  increased 30% to $15,628,497  (26% of total  revenues)
in the first six months of 1999 from  $12,041,054  (28% of total  revenues)
in the first six months of 1998.

      Product    Development    Expenses.    Total   product    development
expenditures  increased 39% to $3,944,607  (13% of total  revenues)  during
the  second  quarter  of  1999  from  $2,848,702  (12% of  total  revenues)
during the same period in 1998.  The  capitalized  portion of these amounts
were  $0  and  $887,244,   respectively.  The  increase  in  total  product
development  expense  resulted from  increasing  the number of  development
personnel  to support  continued  development  of MP2i and  e-mro,  foreign
language  development  and other new products.  FASB No. 86 "Accounting for
the Costs of Computer  Software to be Sold,  Leased or Otherwise  Marketed"
requires   software   development   costs  to  be   capitalized   upon  the
establishment   of   technological   feasibility.   The   establishment  of
technological  feasibility  requires  considerable  judgment by  management
with  respect to changes in  software  and  hardware  technologies.  Due to
changes  in  the  development  process  and  increased  complexity  in  the
products,   costs  incurred  after   technological   feasibility  has  been
attained are not expected to be significant in future quarters.

    Total  product  development  expenditures  increased  51% to  $7,808,634
(13% of total  revenues)  during the first half of 1999 from $5,177,293 (12%
of total revenues)  during the same period in 1998. The capitalized  portion
of these amounts were $967,007 and $1,694,081, respectively.

    General  and  Administrative   Expenses.   General  and  administrative
expenses  increased 70% to  $2,463,502  (8% of total  revenues)  during the
second  quarter  of 1999  from  $1,445,828  (6% of total  revenues)  in the
second  quarter  of  1998,  primarily  due to costs  incurred  implementing
international  organizational  changes and increased  administrative  costs
incurred  at  acquired  companies.   General  and  administrative  expenses
increased 63% to $5,106,808  (9% of total  revenues)  during the first half
of 1999 from $3,127,865 (7% of total revenues) in the first half of 1998.

    Amortization   of   Goodwill.    Amortization   of   goodwill   expense
increased  34% to  $764,115  (3%  of  total  revenues)  during  the  second
quarter  of  1999  from  $569,259  (2% of  total  revenues)  in the  second
quarter of 1998, due to increased  goodwill  balances from the acquisitions
of  Insta,  SIS,  DSTM-PAC  and  Computec  during  1998.   Amortization  of
goodwill  expense  increased  67%  to  $1,528,230  (3% of  total  revenues)
during the first half of 1999 from  $917,009 (2% of total  revenues) in the
first half of 1998.

    Write-off of  in-process  research and  development  costs.  During the
first  quarter of 1998,  the  Company  expensed  $2,057,008  of  in-process
research  and  development  acquired as part of the  acquisition  of Insta.
During the second  quarter of 1998,  the  Company  expensed  $1,110,000  of
in-process  research and  development  acquired as part of the  acquisition
of SIS.

    Miscellaneous  Income.  Miscellaneous  income  decreased  to  $58,367 in
the  second  quarter of 1999 from  $87,978  in the  second  quarter of 1998.
Miscellaneous  income  decreased  to $104,190 in the first half of 1999 from
$163,966  in the  first  half of 1998.  The  decrease  was due to  decreased
rental income from leasing of the Company's  building in  Greenville,  South
Carolina.  Beginning  in the third  quarter of 1998,  the  Company no longer
leased any of the building to third parties.

    Interest  Income/(Expense).  Interest  income  decreased  to $109,567 in
the second  quarter of 1999 from $146,498 in the first quarter of 1998,  due
to  lower  investment   balances   realized  upon  completion  of  the  1998
acquisitions  and  the  1999  stock   repurchase   plan.   Interest  expense
decreased  to  $29,599 in the  second  quarter  of 1999 from  $31,246 in the
second  quarter  of 1998.  Interest  income  decreased  to  $238,168  in the
first  half of 1999  from  $352,288  in the  first  half of  1998.  Interest
expense  increased  to $81,970 in the first half of 1999 from $59,513 in the
first half of 1998.

    Tax  Rate.  The  Company's  effective  tax rate was 37% for the  second
quarter  of  1999  as  compared  to  39.5%  before   non-deductible   items
associated  with the  acquisition  of SIS for the  second  quarter of 1998.
The  Company's  effective  tax rate was 37.3%  for the first six  months of
1999 as compared to 38.8% before  non-deductible  items associated with the
acquisition of Insta and  SIS for the first six months of 1998 .

    Net  Income.  Net  income  increased  34% to  $3,010,345  (10% of total
revenues)  in the  second  quarter  of 1999 from  $2,252,100  (10% of total
revenues)  in the second  quarter of 1998.  Net  income  increased  125% to
$6,656,980  (11%  of  total  revenues)  in the  first  half  of  1999  from
$2,963,362  (7% of  total  revenues)  in the  first  half  of  1998.  These
increases  are largely  attributed  to the charges for the  acquisition  of
Insta and SIS in 1998.

Liquidity and Capital Resources

    The  Company has funded its  operating  activities  entirely  from cash
generated  from  operations.  The Company  ended its first  quarter of 1999
with  $9,755,402  in  cash  and  cash  equivalents  defined  as  securities
maturing  in less  than 90 days.  The  Company  intends  to  re-invest  the
proceeds  of  maturing   U.S.   Government   securities   in  similar  U.S.
Government securities.

    On March 19, 1999 the  Company  announced  that its board of  directors
had  authorized  the  repurchase  of up to 500,000  shares of  Datastream's
outstanding   common  stock.  The  repurchased  shares  will  be  used  for
general  corporate  purposes,  including  grants of employee stock options.
At June 30, 1999 the Company had  repurchased  280,000  shares at a cost of
$2,554,637.  The shares are  classified  as  treasury  stock on the balance
sheet and are reported at cost.

    The  Company's  principal  commitments  as of June 30, 1999,  consisted
primarily  of long term debt  assumed in the  acquisitions,  and there were
no material  commitments  for capital  expenditures.  The Company  believes
that its  current  cash  balances,  availability  under its line of credit,
cash  flow from  operations  and  available  for sale  investments  will be
sufficient to meet its working  capital and capital  expenditure  needs for
at least the next 12 months.
<PAGE>

Year 2000

DATASTREAM  DESIGNATES ALL STATEMENTS  MADE BY IT IN THIS REPORT  REGARDING
ITS  YEAR  2000  EFFORTS  AS  "YEAR  2000  READINESS   DISCLOSURES."   SUCH
DISCOSURES  ARE MADE  PURSUANT TO THE YEAR 2000  INFORMATION  AND READINESS
DISCLOSURE ACT.

    Many currently  installed  computer  systems and software  products are
coded to accept  only a  two-digit  format in the date  field.  These  date
code fields will need to accept a  four-digit  format to  distinguish  21st
century dates from 20th century  dates.  As a result,  in less than a year,
computer  systems  and/or  software  used by many  companies may need to be
upgraded  to comply  with such "Year  2000"  requirements.  To address  the
Year 2000 issue,  the Company has organized a Year 2000  Committee with the
responsibility  of determining the Company's Year 2000  readiness,  as well
as the Year 2000  readiness of third  parties on which the Company  relies,
including  suppliers  and vendors.  The  Committee  includes the  Company's
directors of  development  and corporate  systems,  product  managers,  and
representatives from the Company's  financial,  legal and technical support
areas.  The Committee  has focused its efforts on both  internal  operating
and information systems ("Internal Systems") and the Company's products.

    The Committee is responsible  for (i)  identifying  and collecting data
on all Internal  Systems,  (ii)  determining  which  Internal  Systems need
corrective  action,  (iii) modifying,  upgrading or replacing those systems
and  conducting   follow-up   testing,   and  (iv)   establishing   related
contingency  plans  where  necessary.  The  Committee  has  identified  all
Internal  Systems  that  may have  Year  2000  issues,  has  contacted  the
manufacturers  of those  systems to  determine  whether  they are Year 2000
ready,  and has  assessed  the  cost and  timing  of  achieving  readiness.
Based   on   information   received   from   substantially   all   of   the
manufacturers,  the Committee  believes that all of  Datastream's  Internal
Systems are currently  Year 2000 ready.  The Committee  intends to complete
contingency  planning  for  Internal  Systems (if any) that may not be Year
2000  ready  during the third  quarter of 1999.  The  Company  expects  its
contingency plans to include,  among other things,  manual work arounds for
software  and  hardware  failures,  as well  as  substitution  of  systems,
suppliers and/or vendors, if necessary.

    The Company  believes  that the current  versions of its  products  are
Year 2000  compliant.  The  Company  generally  defines  a product  as Year
2000  "compliant"  when  that  product  (i)  stores  and  calculates  dates
consistent  with a four-digit  format,  (ii)  provides the user a two-digit
short-cut  that is recognized  in a four-digit  format  clearly  defined in
its  documentation,  (iii) can  correctly  execute leap year  calculations,
(iv) does not use special  values for dates,  and (v)  correctly  processes
date specific data from and after  January 1, 2000.  The Company  regularly
runs  regression  tests on its  current  products,  including  tests of the
Year  2000  date  rollover.  Based on these  tests,  the  Company  does not
anticipate  that  current  versions  of  the  Company's  products  will  be
materially adversely affected by date changes involving year 2000.

    The  Company  is also  running  regression  tests  on  certain  earlier
versions  of its  products.  These tests have  identified  areas in certain
earlier  versions  that do not meet the  Company's  definition of Year 2000
compliant.  As the  Company  becomes  aware of these Year 2000  issues,  it
notifies  its  customers  of the need to migrate to current  versions  that
management  believes  are Year 2000  compliant  and/or  makes  available to
them a software  patch that  management  believes will bring these products
into  Year  2000   compliance.   The  Company  has   developed  a  seamless
migration path from earlier versions to current versions.

    The  Company  is  not  testing  all  of  the  earlier  versions  of its
products.  Certain  customers  of the  Company  may still be running  these
earlier  versions  of the  Company's  products  that  may not be Year  2000
compliant.  However,  the  Company  is in the  process of  notifying  these
customers  of the need to  migrate  to  current  products  that  management
believes are Year 2000 compliant.

    There can be no assurance that the Company's  products contain and will
contain all features and functionality  considered  necessary by customers,
distributors,   resellers   and  systems   integrators   to  be  Year  2000
compliant.   In  addition,   the  Company's   products   increasingly   are
installed  as  part  of   substantial   integrated   systems   utilized  by
customers,  which  systems may not be Year 2000  compliant.  If the Company
is  included  in any Year 2000  claims by its  customers  or  customers  of
systems  integrators,  whether or not such claims have merit, it could have
a material  adverse  effect on the Company's  business,  operating  results
and financial condition.

    To date,  the Company has not  incurred  expenses in excess of $500,000
in its Year 2000  efforts in  connection  with both  Internal  Systems  and
products.  The  Company  can not  make  any  assurances  that  total  costs
associated  with  corrective  actions  taken with  respect to its  Internal
Systems and products will not become material.

    Although  the  Company  does  not   currently   believe  that  it  will
experience  material  disruptions in its business associated with preparing
its  Internal  Systems  and  products  for the year  2000,  there can be no
assurance  that the  Company  will not  experience  unanticipated  negative
consequences  and/or material costs caused by undetected  errors or defects
in the  technology  used in its  Internal  Systems,  which are  composed of
third  party  software,  and third party  hardware  that  contain  embedded
technology.   Although  the  Company  does  not  anticipate  that  it  will
experience any disruptions in its supplier or vendor  relationships  due to
Year 2000 issues,  it is not currently  possible to predict whether failure
of   infrastructure   services   provided   by  third   parties,   such  as
electricity,  phone  service  and  Internet  services  will have a material
adverse effect on the Company's  business,  operating results and financial
condition.

    The  estimates  and  conclusions  regarding  the  Company's  Year  2000
program contain  forward  looking  statements and are based on management's
best  estimates of future events.  Risks to completing the program  include
the  availability  of  resources,  the  Company's  ability to discover  and
correct  potential  Year 2000  problems,  and the ability of certain  third
parties to bring their systems into Year 2000 compliance.

<PAGE>

ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk


      The Company did not  experience  any material  changes in market risk
in the second quarter of 1999.

<PAGE>

PART II.     OTHER INFORMATION

Item 1.    Legal Proceedings

           Since  January 11,  1999,  Datastream,  Larry G.  Blackwell  and
Daniel H. Christie,  the Company's  former Chief  Financial  Officer,  have
been named as  defendants in  shareholder  class action  lawsuits  filed in
the  United  States  District  Court for the  District  of South  Carolina,
Greenville  Division.  The complaints  alleged  violations of Section 10(b)
and 20(a) of the  Exchange  Act of 1934.  Plaintiffs  seek to  represent  a
class of  individuals  who purchased the Company's  common stock from April
1 to October  20,  1998.  The  Company  has not yet filed its answer to the
complaints  filed to date,  and  expects  a single,  consolidated,  amended
complaint to be filed during the third quarter of 1999.

           The   complaints   filed   to  date   allege   that   defendants
artificially  inflated  Datastream's  earnings  and  stock  price by taking
certain  one-time  charges  not  in  compliance  with  generally   accepted
accounting    principles   ("GAAP")   in   connection   with   Datastream's
acquisitions of Insta and SIS and materially  understating  operating costs
by improperly  capitalizing  certain  expenses in the fiscal  quarter ended
June 30, 1998 in  violation  of GAAP.  The Company  intends to defend these
lawsuits  vigorously,   but  due  to  the  inherent  uncertainties  of  the
litigation  process,  the  Company is unable to predict the outcome of this
litigation.  If the outcome of the  litigation  is adverse to the  Company,
it  could  have  a  material  adverse  effect  on the  Company's  business,
financial condition and results of operations.

           Datastream  is   occasionally   involved  in  other   litigation
relating to claims  arising out of its  operations  in the normal course of
business.   Other  than  the   above-described   shareholder   litigations,
Datastream  is  currently  not  engaged in any legal  proceedings  that are
expected,  individually  or in the  aggregate,  to have a material  adverse
affect on the Company.

Item 2.    Changes in Securities

           Not Applicable

Item 3.    Defaults Upon Senior Securities

           Not Applicable

Item 4.    Submission of Matters to a Vote of Stockholders

           The 1999  Annual  Meeting of  Stockholders  was held on June 11,
           1999,  at which  time  certain  matters  were  submitted  to the
           stockholders  of Datastream for a vote.  Present in person or by
           proxy at the meeting  were holders of  16,863,431  shares of the
           issued and  outstanding  shares of  Datastream's  common  stock,
           which  represented  86.4% of the  19,517,211  shares  of  common
           stock issued and  outstanding  as of April 27, 1999,  the record
           date for the Annual  Meeting.  Below is a brief  description  of
           each matter,  as well as the number (and  percentage)  of shares
           represented  at the  meeting  and  entitled  to vote and voting,
           for, against, or abstaining as to each matter.

1.    The  stockholders  elected the  following  class of  directors to serve a
            three-year term expiring in 2002 by the following vote:
                                                            Withhold
                Name               For                      Authority
         Larry G. Blackwell        16,766,306 (99.4%)       97,125 (0.6%)
        John M. Sterling, Jr.      16,769,192 (99.4%)       94,239 (0.6%)

2.    The stockholders  approved a proposal to increase the number of shares of
             common  stock  reserved  for  issuance  under  the  Datastream
             Systems,  Inc. 1998 Stock Option Plan by 750,000 shares by the
             following vote:

                For                Against                  Abstain
                15,257,015 (90.5%) 1,557,079 (9.2%)         49,337(0.3%)

3.    The  stockholders  approved an  amendment  to the  Amended  and  Restated
             Datastream  Systems,  Inc.  Employee  Stock  Purchase  Plan to
             shorten  the  waiting   period  for   eligible   employees  to
             participate  in  such  plan  from  one  year to 60 days by the
             following vote:

                For                Against                  Abstain
                16,554,103 (98.2%) 274,372 (1.6%)           34,956 (0.2%)

Item 5.         Other Information

           Not Applicable

Item 6.         Exhibits and Reports on Form 8-K

(a)        Exhibits

                27   Financial Data Schedule

           (b)  Reports on Form 8-K

                The  Company  filed a Current  Report on Form 8-K on April 26,
                1999 to report changes in the Company's management.
<PAGE>

SIGNATURES



Pursuant to the requirements 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.



                               Datastream Systems, Inc.


                               /s/ C. Alex Estevez
Date:   8/11/99                ______________________
                               C. Alex Estevez
                               Chief Financial Officer (principal
                                financial and accounting officer)

<PAGE>

                                  EXHIBIT INDEX



Exhibit Number                 Description

27                             Financial Data Schedule


<PAGE>