DATASTREAM SYSTEMS INC
10-Q, 1996-08-13
PREPACKAGED SOFTWARE
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                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549


                                     FORM 10-Q

(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, 1996

                                         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:   0-25590


                              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, 1996
8,515,582 shares, $0.01 par value.

<PAGE>





                               Datastream Systems, Inc.

                                       FORM 10-Q

                              Quarter ended June 30, 1996

                                         Index

                                                            Page No.

Part I.     Financial Information

Item 1.     Financial Statements (unaudited)

            Balance Sheet-  June 30, 1996
                  Assets                                           3
                  Liabilities and Owners Equity                    4

            Income Statement-
                  for the Three Months ended June 30, 1996         5
                  for the Six Months ended June 30, 1996           6

            Statement of Changes in Stockholders Equity-
                  for the Three Months ended June 30, 1996         7

            Statement of Cash Flows-
                  for the Six Months ended June 30, 1996           8

            Notes to the Financial Statements                      9

Item 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations         10


Part II.    Other Information                                     13


Signatures                                                        15

2

<PAGE>



PART I:  FINANCIAL INFORMATION

ITEM 1:  Financial Statements

                               Datastream Systems, Inc.

                                    Balance Sheets


                                        Assets

                                                      December 31,     June 30,
                                                          1995           1996
                                                                     (unaudited)

Current assets:
   Cash and cash equivalents                       $   1,184,092 $   2,468,579
   Accounts receivable, net of allowance for
      doubtful accounts of $244,475 and
      $331,000, respectively                           4,589,254     5,749,500
   Investments held to maturity                       17,335,907    12,021,173
   Accrued interest receivable                           309,375       744,383
   Prepaid expenses                                      162,779       347,058
   Inventories                                           250,931       321,076
   Deferred income taxes                                 181,000       181,000
   Other assets                                          110,127       142,185
                                                    ------------  ------------
   Total current assets                               24,123,465    21,974,954

Investments held to maturity                          20,319,024    24,554,387

Property and equipment
   Land                                                  450,000       450,000
   Building                                            3,009,509     4,057,987
   Computer equipment                                  2,152,780     3,177,710
   Furniture and fixtures                                562,073       873,307
                                                      ----------    ----------
                                                       6,174,362     8,559,004
   Less accumulated depreciation                         877,300     1,155,020
                                                      ----------     ---------
   Net property and equipment                          5,297,062     7,403,984
Capitalized software development costs, net of
   accumulated amortization of $987,261 and
   $1,210,729, respectively                              952,618     1,629,776
                                                      ----------     ---------

   Total assets                                    $  50,692,169 $  55,563,101
                                                   ============= =============

See Notes to Financial Statements

3
<PAGE>


                                Datastream Systems, Inc.

                               Balance Sheets (Continued)


                          Liabilities and Stockholders' Equity

                                                      December 31,     June 30,
                                                          1995           1996
                                                                     (unaudited)

Current liabilities:
   Accounts payable                                 $    199,428  $    510,671
   Other accrued liabilities                             431,484       328,500
   Income taxes payable                                  699,201       556,868
   Current portion of long-term debt                      20,000        20,000
   Unearned revenue                                    2,808,348     3,606,196
                                                       ---------     ---------
      Total current liabilities                        4,158,461     5,022,235
Long-term debt, less current portion                      21,667        13,334
Deferred income taxes                                    478,000       478,000
                                                      ----------    ----------


Stockholders' equity:
   Preferred stock, $1 par value, 1,000,000 shares
      authorized; none outstanding                             -             -
   Common stock, $.01 par value, 15,000,000 shares
      authorized; 8,405,488 shares issued and
      outstanding at December 31, 1995, 8,515,582
      shares issued and outstanding at June 30, 1996      84,055        85,156
   Additional paid-in capital                         40,738,355    41,562,959
   Retained earnings                                   5,211,631     8,401,417
                                                     -----------   -----------

      Total stockholders' equity                      46,034,041    50,049,532
                                                      ----------    ----------

      Total liabilities and stockholders' equity   $  50,692,169 $  55,563,101
                                                   ============= =============

See Notes to Financial Statements
                                         
4
<PAGE>


                               Datastream Systems, Inc.

                                 Statements of Income
                                     (unaudited)
                       Three months ended June 30, 1995 and 1996

                                                        June 30,      June 30,
                                                          1995          1996

Revenues:
   Product                                         $   2,308,248 $   3,259,003
   Applications engineering                            1,358,035     2,813,422
   Support                                               984,841     1,631,996
                                                      ----------     ---------
      Total revenues                                   4,651,124     7,704,421

Cost of revenues:
   Cost of product revenues                              246,741       492,366
   Cost of applications engineering revenues             751,125     1,441,690
   Cost of support revenues                              160,421       261,290
                                                      ----------    ----------
      Total cost of revenues                           1,158,287     2,195,346
                                                       ---------     ---------

      Gross profit                                     3,492,837     5,509,075

Operating expenses:
   Sales and marketing                                 1,118,927     2,234,022
   Product development                                   426,004       301,334
   General and administrative                            568,590       866,965
                                                      ----------    ----------
      Total operating expenses                         2,113,521     3,402,321
                                                       ---------     ---------

      Operating income                                 1,379,316     2,106,754

Other income (expense):
   Interest income                                       253,262       571,117
   Interest expense                                       (2,315)       (1,860)
   Other                                                 (51,066)       11,359
                                                     -----------   -----------
      Net other income                                   199,881       580,616
                                                      ----------    ----------

      Income before income taxes                       1,579,197     2,687,370

Income taxes                                             637,324     1,036,500
                                                      ----------     ---------

Net income                                           $   941,873   $ 1,650,870
                                                     ===========   ===========

Per share data:
   Net income                                        $       .13   $       .19
                                                     -----------   -----------

   Weighted average number of common and
      common equivalent shares outstanding             7,242,764     8,908,755
                                                       =========     =========
See Notes to Financial Statements

5
<PAGE>


                               Datastream Systems, Inc.

                                 Statements of Income
                                      (unaudited)
                        Six months ended June 30, 1995 and 1996

                                                        June 30,      June 30,
                                                          1995          1996

Revenues:
   Product                                         $   3,905,231 $   6,331,712
   Applications engineering                            2,626,518     5,302,065
   Support                                             1,868,369     2,972,086
                                                     -----------   -----------
      Total revenues                                   8,400,118    14,605,863

Cost of revenues:
   Cost of product revenues                              447,789       854,829
   Cost of applications engineering revenues           1,335,752     2,617,721
   Cost of support revenues                              297,845       525,773
                                                      ----------    ----------
      Total cost of revenues                           2,081,386     3,998,323
                                                       ---------     ---------

      Gross profit                                     6,318,732    10,607,540

Operating expenses:
   Sales and marketing                                 2,188,164     4,361,737
   Product development                                   653,987       718,406
   General and administrative                          1,109,114     1,494,685
                                                       ---------     ---------
      Total operating expenses                         3,951,265     6,574,828
                                                       ---------     ---------

      Operating income                                 2,367,467     4,032,712

Other income (expense):
   Interest income                                       287,749     1,147,255
   Interest expense                                       (3,478)       (2,755)
   Other                                                  10,182        12,074
                                                     -----------   -----------
      Net other income                                   294,453     1,156,574
                                                      ----------     ---------

      Income before income taxes                       2,661,920     5,189,286

Income taxes                                           1,065,000     1,999,500
                                                       ---------     ---------

Net income                                           $ 1,596,920   $ 3,189,786
                                                     ===========   ===========

Per share data:
   Net income                                        $       .26   $       .36
                                                     -----------   -----------

   Weighted average number of common and
      common equivalent shares outstanding             6,216,962     8,816,379
                                                       =========     =========
See Notes to Financial Statements

6
<PAGE>



                               Datastream Systems, Inc.

                     Statement of Changes in Shareholders' Equity
                                      (unaudited)


                          For the period ended June 30, 1996




                                                         
                                            Additional                 Total
                                 Common       Paid-In    Retained   Stockholders
                                  Stock       Capital    Earnings      Equity


Balance at December 31, 1995    $84,055   $40,738,355    $5,211,631  $46,034,041

   Net income                         -             -     3,189,786    3,189,786

   Stock Options Exercised        1,101       824,604             -      825,705

Balance at June 30, 1996   $     85,156  $ 41,562,959  $  8,401,417 $ 50,049,532
                            ===========   ===========   ===========  ===========



See Notes to Financial Statements

7

<PAGE>


                               Datastream Systems, Inc.

                               Statements of Cash Flows
                                      (unaudited)

                   Six months ended June 30, 1995 and June 30, 1996

                                                         June 30,      June 30,
                                                           1995          1996
Cash flows from operating activities:
   Net income                                       $  1,596,920  $  3,189,786
   Adjustments to reconcile net income to net cash
     provided by operating activities:
      Depreciation                                       145,085       277,720
      Amortization of capitalized software
        development costs                                109,236       225,737
      Loss on disposal of fixed assets                    50,438             -
      Provision for doubtful accounts                     60,270        86,525
      Changes in operating assets and liabilities:      (502,404)     (764,121)
        Net cash provided by operating activities      1,459,545     3,015,647
Cash flows from investing activities:
   (Purchase) of investment available for sale       (15,071,099)   (6,548,052)
   Sale of investment available for sale                 967,500     7,284,939
   Additions to property and equipment                  (501,580)   (2,384,803)
   Capitalized software development costs               (260,266)     (900,616)
                                                     -----------   -----------
        Net cash used in investing activities        (14,865,445)   (2,548,532)

Cash flows from financing activities:
   Net proceeds from initial public offering of
     common stock                                     13,560,213             -
   Proceeds from exercise of stock options                     -       825,705
   Proceeds from exercise of stock warrants               35,463             -
   Principal payments on long-term debt                  (12,000)       (8,333)
        Net cash provided by (used in) financing     -----------   -----------
          activities                                  13,583,676       817,372

Net increase (decrease) in cash and cash equivalents     177,776     1,284,487
Cash and cash equivalents at beginning of period       1,151,977     1,184,092

Cash and cash equivalents at end of period          $  1,329,753  $  2,468,579
                                                    ============  ============

See Notes to Financial Statements

8
<PAGE>



Datastream Systems, Inc.

Notes to 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  Windows-based  personal computer software for the
industrial  automation market.  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.

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 financial  statements  should be read in conjunction with the
financial  statements  and related notes  contained in the  Company's  Form 10-K
filed with the SEC on April 1, 1996. Other than as indicated herein,  there have
been no significant changes from the financial data published in that report. 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

Net income per share

Net income per share is computed by dividing net income by the weighted  average
number of common and common  equivalent  shares  outstanding.  Weighted  average
common and common  equivalent  shares  include  common  shares and stock options
using the treasury stock method.


C.  Public Offering of Common Stock

On April 5, 1995, the Company  closed its initial  public  offering of 1,633,000
shares of common stock (633,000 of which were sold by existing shareholders) for
$15.00 per share before giving effect to the two for one stock split referred to
in  the  following   paragraph.   The  Company  invested  the  net  proceeds  of
approximately $13.95M from the offering in U.S. Government securities.

Effective  September  12, 1995 the  Company  completed a two for one stock split
effected in the form of a stock  dividend.  All  references in the  accompanying
financial statements to the number of shares have been presented to reflect this
stock split.

On  October  3, 1995,  the  Company  closed its  secondary  public  offering  of
2,000,000  shares of common stock for $22.25 per share (1,085,670 of such shares
were sold by existing  shareholders).  The Company  invested the net proceeds of
approximately $19.12 million from the offering in U.S. Government securities. In
conjunction with the secondary offering, on October 17, 1995, the Company closed
on the  over-allotment  option of 300,000  shares of common  stock.  The Company
invested the net proceeds of approximately $6.28 million from the over-allotment
option in U.S. Government securities.

9

<PAGE>


Datastream Systems, Inc.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


Overview

     The  Company  offers  a  family  of  "computerized  maintenance  management
systems"  ("CMMS") to the maintenance,  repair and operations  ("MRO") industry,
including MP2 (DOS),  SideArm (DOS),  SideArm for Windows,  MP2 for Windows, MP2
for Client  Server and  MaintainIt.  Datastream  supports its software  products
through applications engineering services,  including installation,  consulting,
custom programming and training. Ongoing technical support services are supplied
pursuant to renewable annual technical support contracts.

Results of Operations

     Total Revenues. The Company reported higher revenues for the second quarter
of 1996.  Total revenues  increased 65.6% to $7,704,421 in the second quarter of
1996 from  $4,651,124  in the second  quarter of 1995,  due  principally  to the
continued  acceptance of the  Company's  products in the  industrial  automation
market and the expansion of the Company's  sales,  applications  engineering and
technical  support  service  organizations.  Total revenues  increased  73.9% to
$14,605,863 during the first six months of 1996 from $8,400,118 in the first six
months of 1995.

     Product revenues increased 41.2% to $3,259,003 (42.3% of total revenues) in
the second  quarter of 1996 from  $2,308,248  (49.6% of total  revenues)  in the
second  quarter  of  1995,  as a result  of  growth  in  sales of the  Company's
Microsoft Windows based products. Product revenues increased 62.1% to $6,331,712
(43.4% of total  revenues)  in the first six months  from  $3,905,231  (46.5% of
total revenues) in the first six months of 1995.

     Application  engineering  services revenues  increased 107.2% to $2,813,422
(36.5% of total revenues) in the second quarter of 1996 from  $1,358,035  (29.2%
of total  revenues) in the second quarter 1995.  The increase  resulted from the
addition  of  application  engineering  personnel  to service  expansion  of the
Company's installed base of systems.  Application  engineering services revenues
increased 101.9% to $5,302,065 (36.3% of total revenues) in the first six months
of 1996 from  $2,626,518  (31.3% of total  revenues)  in the first six months of
1995.

     Technical  support services  revenues for the second quarter 1996 increased
65.7% to $1,631,996  (21.2% of total  revenues)  from  $984,841  (21.2% of total
revenues) in the second  quarter of 1995,  primarily due to the expansion of the
Company's  installed  base  of  systems.  Technical  support  services  revenues
increased 59.1% to $2,972,086  (20.3% of total revenues) in the first six months
of 1996 from  $1,868,369  (22.2% of total  revenues)  in the first six months of
1995.

     Cost of Revenues.  Cost of revenues increased 89.5% to $2,195,346 (28.5% of
total revenues) in the second quarter of 1996, as compared to $1,158,287  (24.9%
of total  revenues) in the  comparable  quarter of 1995. The increase in cost of
revenues as a percentage of sales is attributed to increased  costs of packaging
for newly  released  software  products,  the one time impact of the cost of the
annual  technical  users  conference,  and  increased  expenses  incurred in the
Applications  Engineering Department related to salaries and customer reimbursed
travel.

10
<PAGE>


Cost of revenues  increased 92.1% to $3,998,323 (27.4% of total revenues) during
the first six months of 1996 from  $2,081,386  (24.8% of total  revenues) in the
first six months of 1995.

     Cost of product  revenues was 6.4% of total  revenues in the second quarter
of 1996, and 5.3% of total revenues during the same period of 1995. The increase
was due to increased costs of packaging  associated with newly released software
products.

     Cost of  application  engineering  services  revenues  was  18.7%  of total
revenues  during the second quarter of 1996, and 16.1% of total revenues  during
the same period in 1995.  The increase as a percentage of total revenues was due
to the one time impact of the cost of the annual  technical users conference and
increased personnel and customer reimbursed travel costs.

     Cost of  technical  support  service  revenues  was 3.4% of total  revenues
during the second  quarter  of 1996 and 3.4% of total  revenues  during the same
period in 1995.

     Sales and Marketing Expenses.  Sales and marketing expenses increased 99.7%
to $2,234,022  (29.0% of total revenues)  during the second quarter of 1996 from
$1,118,927  (24.1% of total  revenues)  during the second  quarter in 1995, as a
result of an increased number of sales personnel and commissions associated with
the increase in sales revenue,  and increased marketing expenses associated with
new product  introductions,  including MP2 for Windows Client Server.  Sales and
marketing  expenses  increased 99.3% to $4,361,737  (29.9% of total revenues) in
the first six months of 1996 from  $2,188,164  (26.0% of total  revenues) in the
first six months of 1995.

     Product  Development  Expenses.   Total  product  development  expenditures
increased 75.5% to $869,592 (11.3% of total revenues)  during the second quarter
of 1996 from $495,577 (10.7% of total revenues)  during the same period in 1995.
The   capitalized   portion  of  these   amounts  were   $568,258  and  $69,573,
respectively.  Giving effect to amounts capitalized, product development expense
decreased  29.3% to $301,334  (3.9% of total  revenues) in the second quarter of
1996 from $426,004 (9.2% of total revenues)  during the same period in 1995. The
increase in total  product  development  expense  resulted from  increasing  the
number  of   development   personnel  to  support   continued   development   of
client/server  and other new products.  The net decrease in product  development
expense resulted from  capitalizing  development costs associated with the large
number of new products  entering the  capitalizable  portion of the  development
cycle.

     Total product development expenditures increased 79.5% to $1,619,011 (11.1%
of total revenues)  during the second half of 1996 from $902,084 (10.7% of total
revenues)  during  the same  period in 1995.  The  capitalized  portion of these
amounts  were  $900,605 and  $248,097,  respectively.  Giving  effect to amounts
capitalized,  product  development  expense  increased 9.9% to $718,406 (4.9% of
total  revenues)  in the  second  half of 1996  from  $653,987  (7.8%  of  total
revenues) during the same period in 1995.

     General and Administrative  Expenses.  General and administrative  expenses
increased 52.5% to $866,965 (11.3% of total revenues)  during the second quarter
of 1996 from $568,590  (12.2% of total  revenues) in the second quarter of 1995,
primarily due to increased  salaries expense,  salary related costs,  insurance,
and  legal  fees.  General  and  administrative   expenses  increased  34.8%  to
$1,494,685  (10.2%  of total  revenues)  during  the  second  half of 1996  from
$1,109,114 (13.2% of total revenues) in the second half of 1995.

11
<PAGE>



     Miscellaneous  Income.  Miscellaneous  income  increased  to $11,359 in the
second  quarter  of 1996 from  ($51,066)  in the  second  quarter  of 1995.  The
increase was due to rental income in the second  quarter of 1996  offsetting the
one time loss recorded in the second quarter of 1995 on the write-off of a third
party software  application.  Miscellaneous  income  increased to $12,074 in the
first half of 1996 from $10,182 in the first half of 1995.

     Interest  Income/(Expense).  Interest  income  increased to $571,117 in the
second  quarter  of 1996 from  $253,262  in the second  quarter of 1995,  due to
higher investment balances realized upon completion of the Company's initial and
secondary   public   offerings  of  stock  in  April  1995  and  October   1995,
respectively.  Interest expense decreased to $1860 in the second quarter of 1996
from $2,315 in the second quarter of 1995,  due to lower  balances  remaining on
notes payable. Interest income increased to $1,147,255 in the first half of 1996
from $287,749 in the first half of 1995. Interest expense decreased to $2,755 in
the first half of 1996 from $3,478 in the first half of 1995.

     Tax Rate. The Company's effective tax rate was 38.6% for the second quarter
of 1996 as  compared  to 40.4% for the  second  quarter of 1995.  The  Company's
effective  tax rate was 38.5% in the first half of 1996 as  compared to 40.0% in
the first half of 1995.

     Net  Income.  Net  income  increased  75.3% to  $1,650,870  (21.4% of total
revenues) in the second quarter of 1996 from $941,873  (20.3% of total revenues)
in the second quarter of 1995. Net income  increased 99.7% to $3,189,786  (21.8%
of total  revenues)  in the first half of 1996 from  $1,596,920  (19.0% of total
revenues) in the first half of 1995.


Liquidity and Capital Resources

     The Company has funded its  activities  entirely from cash  generated  from
operations.  The Company  ended its second  quarter of 1996 with $ 2,468,579  in
cash and cash  equivalents.  The Company  intends to  re-invest  the proceeds of
maturing government securities in similar government securities.

     The Company  completed  renovating and assumed occupancy of its new offices
at 50 Datastream Plaza, Greenville, SC 29605 during April 1996.

     The  Company's  principal  commitments  as  of  June  30,  1996,  consisted
primarily  of  leases  on  its  former  headquarters  facilities  and  operating
equipment, and there were no material commitments for capital expenditures.  The
Company  completed its initial public offering in April 1995,  raising proceeds,
net of  underwriting  discounts  and  commission  (but  before  payment of other
expenses of $389,787) of  $13,950,000.  Proceeds from the offering were invested
in U.S.  government  securities.  The Company  completed  its  secondary  public
offering in October 1995,  raising proceeds,  net of underwriting  discounts and
commission  (but before payment of other  expenses of $255,064) of  $25,400,000.
Proceeds  from the offering  were invested in U.S.  government  securities.  The
Company believes that its current cash balances,  availability under its line of
credit,  cash flow from operations and the proceeds of the Company's most recent
public  offering  will be  sufficient  to meet its  working  capital and capital
expenditure needs for at least the next 12 months.

12

<PAGE>



PART II.     OTHER INFORMATION

Item 1.     Legal Proceedings

            Not Applicable

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 Annual Meeting of Stockholders  was held on May 23, 1996 at which time
certain matters were submitted to such stockholders for a vote. Below is a brief
description  of each such matter as well as the number of shares  represented at
the meeting and  entitled to vote and voting for,  against or  abstaining  as to
each matter.

1.  The following classes of directors were elected to serve on-, two- and tree-
year terms expiring in 1997, 1998 and 1999 respectively.

                                             Shares                  Shares
                                               FOR                  WITHHOLD
Class I:
      Kenneth D. Tracy                    7,422,599                  14,641
Class II:
      Richard T. Brock                    7,422,499                  14,741
      Ira D. Cohen                        7,422,599                  14,641
Class III:
      Larry G. Blackwell                  7,426,999                  10,241
      John M. Sterling, Jr.               7,434,927                   2,313

2.  The stockholders approved the Company's Amended and Restated Employee Stock
Purchase Plan, pursuant to which 100,000 shares of common stock are reserved for
purchase by the Company's employees.

                                             Shares      Shares      Shares
                                               FOR       AGAINST     ABSTAIN

                                            6,119,968    50,044      13,815

3.  The stockholders approved the Company's Amended and Restated 1995 Stock 
Option Plan, pursuant to which 1,000,000 shares of common stock are reserved for
grants of options to key employees of the Company.

                                             Shares      Shares      Shares
                                               FOR       AGAINST     ABSTAIN

                                            5,450,782    711,351     21,694

4.  The stockholders approved the Company's Amended and Restated Stock Option 
Plan for Directors, pursuant to which  100,000  shares of common stock are 
reserved for grants of options to non-employee directors of the Company.

                                             Shares      Shares      Shares
                                               FOR       AGAINST     ABSTAIN

                                            5,588,265    575,373     20,189

13
<PAGE>



Item 5.     Other Information

            Not Applicable

Item 6.     Exhibits and Reports on Form 8-K

      (a)   Exhibits

            3.1*        Amended and Restated Certificate of Incorporation of the
                        Registrant

            3.2*        By-laws of the Registrant

            10.3*       License Agreement pertaining to Grainger Approved Access
                        Software dated December 27, 1994, between Registrant and
                        W.W. Grainger, Inc.

            10.3(a)*    Addendum to License Agreement dated March 15,1995, 
                        between the Registrant and W.W. Grainger, Inc.

            27          Financial Data Schedule

            *     Incorporated herein by reference to exhibit of the same number
                  in the Form S-1 Registration Statement of the Registrant (Reg.
                  No. 33-89498).

      (b)   Reports on Form 8-K

            No reports on Form 8-K were filed during the period.


14
<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/ Daniel H. Christie
Date:   08/13/96                    ______________________
                                    Daniel H. Christie
                                    Chief Financial Officer (principal
                                    financial and accounting officer)
15

<TABLE> <S> <C>

<ARTICLE>                     5

       
<S>                             <C>
<PERIOD-TYPE>                                    6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                       2,468,579
<SECURITIES>                                12,021,173
<RECEIVABLES>                                6,080,500
<ALLOWANCES>                                 (331,000)
<INVENTORY>                                    321,076
<CURRENT-ASSETS>                            21,974,954
<PP&E>                                       8,559,004
<DEPRECIATION>                               1,155,020
<TOTAL-ASSETS>                              55,563,101
<CURRENT-LIABILITIES>                        5,022,235
<BONDS>                                         13,334
                                0
                                          0
<COMMON>                                        85,156
<OTHER-SE>                                  49,964,376
<TOTAL-LIABILITY-AND-EQUITY>                55,563,101
<SALES>                                      6,331,712
<TOTAL-REVENUES>                            14,605,863
<CGS>                                          854,829
<TOTAL-COSTS>                                3,998,323
<OTHER-EXPENSES>                             6,574,828
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,755
<INCOME-PRETAX>                              5,189,286
<INCOME-TAX>                                 1,999,500
<INCOME-CONTINUING>                          3,189,786
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 3,189,786
<EPS-PRIMARY>                                     0.36
<EPS-DILUTED>                                     0.36 
        


</TABLE>


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