DATASTREAM SYSTEMS INC
10-K/A, 1997-04-15
PREPACKAGED SOFTWARE
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-K/A
                               (Amendment no. 1)

                       FOR ANNUAL AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

(Mark One)
x     ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF  THE  SECURITIES
      EXCHANGE ACT OF 1934 [FEE REQUIRED]
      For the fiscal year ended December 31, 1996.
                                      OR
o     TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
      For the transition period from __________ to __________

                       Commission File Number:   0-25590

                           Datastream Systems, Inc.
            (Exact name of registrant as specified in its charter)

      Delaware                                    57-0813674
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)

50 Datastream Plaza, Greenville, South Carolina   29605
(Address of principal executive offices)         (Zip Code)

      Registrant's telephone number, including area code: (864) 422-5001
       Securities registered pursuant to Section 12(b) of the Act:  None
          Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $.01 par value
                               (Title of Class)

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes x No o
      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. o
      Aggregate  market  value of the voting stock held by  non-affiliates  of
the Registrant as of March 31, 1997:  $138,057,651

      Number of shares of Common Stock outstanding as of March 31, 1997:
9,151,095

                      DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the definitive Proxy Statement of Datastream Systems, Inc. for
its  Annual  Meeting  of  Stockholders  scheduled  to be held June 13,  1997 are
incorporated  by  reference  into  Part III of this  Report.  Other  than  those
portions specifically  incorporated by reference herein, the Proxy Statement for
the Annual Meeting of  Stockholders  scheduled to be held on June 13, 1997 shall
not be deemed to be filed as part of this Report.


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