Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Earliest Event Reported: October 29, 2002

                               USDATA Corporation
             (Exact Name of Registrant as Specified in Its Charter)

          DELAWARE                        000-25936              75-2405152
-------------------------------   -------------------------  -------------------
(State or Other Jurisdiction of   (Commission File Number)   (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                2435 N. Central Expressway, Richardson, TX 75080
                    (Address of Principal Executive Offices)
                                   (Zip Code)

       Registrant's Telephone Number, Including Area Code: (972) 680-9700

ITEM 5.           OTHER EVENTS.

         On October 29, 2002, USDATA Corporation, a Delaware corporation
("USDATA"), issued a press release announcing management and board of directors
changes. A copy of the press release is attached as Exhibit 99.1 to this report
and is incorporated herein by reference.


         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.

Dated:  October 29, 2002

                                           USDATA CORPORATION

                                           By: /s/  Jennifer P. Dooley
                                              Name:   Jennifer P. Dooley
                                              Title:  Chief Financial Officer

                                  EXHIBIT INDEX

Exhibit No.                                 Document
-----------                                 --------
   99.1                    Press Release dated October 29, 2002