As filed with the Securities and Exchange Commission on June 25, 2003

                                                      Registration No. 333-00964

                             WASHINGTON, D.C. 20549


                           POST-EFFECTIVE AMENDMENT TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                           THE SECURITIES ACT OF 1933


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

           Delaware                                    75-2405152
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation of Organization)

                          2435 North Central Expressway
                          Richardson, Texas 75080-2722
                         (Address of Principal Executive

                            (Full Title of the Plan)

                                 James E. Fleet
                             Chief Executive Officer
                               USDATA Corporation
                          2435 North Central Expressway
                          Richardson, Texas 75080-2722
                     (Name and address of agent for service)

                                 (972) 680-9700
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                             Richard A. Silfen, Esq.
                          Morgan, Lewis & Bockius, LLP
                               1701 Market Street
                           Philadelphia, PA 19103-2921
                                 (215) 963-5000

                          DEREGISTRATION OF SECURITIES

         USDATA Corporation, a Delaware Corporation (the "Company"), previously
filed a registration statement on Form S-8 (File No. 333-65505) for the purpose
of registering 1,273,910 shares of its common stock to be issued under the
USDATA Corporation Amended and Restated 1994 Equity Compensation Plan (773,910
shares pursuant to the original Form S-8 and an additional 500,000 shares
pursuant to a Post-Effective Amendment to the original Form S-8). The Company is
filing this Post-Effective Amendment to that registration statement to
deregister any and all remaining unsold shares of common stock covered by such
registration statement (including such additional shares of common stock offered
or issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or other capital adjustments) as of the date hereof. The share
amounts set forth above do not reflect the one-for-five reverse stock split
effected with respect to the Company's common stock on August 21, 2001.


         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment to Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Richardson, state of
Texas on June 24, 2003.

                              USDATA CORPORATION

                              By: /s/ James E. Fleet
                                  James E. Fleet
                                  Interim President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed by the following persons in the
capacities and on the dates indicated.

       Signature                                Title                       Date
/s/ James. E. Fleet                Interim President and Chief           June 24, 2003
------------------------           Executive Officer, Director
James E. Fleet                     (Principal Executive Officer)

/s/ Jennifer P. Dooley             Vice President of Finance and         June 24, 2003
------------------------           Chief Financial Officer
Jennifer P. Dooley                 (Principal Financial and
                                   Accounting Officer)

/s/ Yaron Eitan                    Chairman of the Board                 June 25, 2003
Yaron Eitan

/s/ Winston J. Churchill           Director                              June 24, 2003
Winston J. Churchill

/s/ James W. Dixon                 Director                             June 24, 2003
James W. Dixon

/s/ Randy T. Illig                 Director                             June 24, 2003
Randy T. Illig