content: <PAGE>   1
       As filed with the Securities and Exchange Commission on July 15, 1999
                                                Registration No. 333-___________
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                              -----------------------
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER 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
  incorporation or organization)                              Identification No.)
  
      2435 NORTH CENTRAL EXPRESSWAY
            RICHARDSON, TEXAS                                         75080
  (Address of principal executive offices)                          (Zip Code)
  
                              -----------------------
  
                  USDATA CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                              -----------------------
  
                                  ROBERT A. MERRY
                              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)
  
                              -----------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ========================================================================================================================
                                                                PROPOSED                 PROPOSED
           TITLE OF                                             MAXIMUM                  MAXIMUM
          SECURITIES                 AMOUNT                     OFFERING                 AGGREGATE           AMOUNT OF
             TO BE                   TO BE                       PRICE                   OFFERING           REGISTRATION
          REGISTERED             REGISTERED (1)(2)           PER SHARE (3)(4)           PRICE (3)(4)           FEE (4)
  ------------------------------------------------------------------------------------------------------------------------
  <S>                              <C>                          <C>                     <C>                 <C>
  Common Stock, $ 0.01
  par value per share              200,000 SHARES               $ 3.14                  $ 628,000.00        $ 175.00
  ========================================================================================================================
  </TABLE>
  
  (1)      The securities to be registered include an aggregate of 200,000 shares
           reserved for issuance under the USDATA Corporation Employee Stock
           Purchase Plan (the "Plan").
  
  (2)      Pursuant to Rule 416, this registration statement also covers such
           additional shares as may hereinafter be offered or issued to prevent
           dilution resulting from stock splits, stock dividends,
           recapitalizations or certain other capital adjustments.
  
  (3)      Estimated solely for purpose of calculating the registration fee.
  
  (4)      Calculated pursuant to Rule 457(c) and 457(h). Accordingly, the price
           per share of common stock offered hereunder pursuant to the Plan is
           calculated to be $3.14, which is 85% of the average of the highest and
           lowest price per share of common stock on the NASDAQ National Market
           System on July 14, 1999.
  
  
  <PAGE>   2
  
                                       PART I
  
           Information specified in Part I of Form S-8 (Items 1 and 2) will be
  sent or given to Plan participants as specified by Rule 428(b)(1) under the
  Securities Act of 1933.
  
                                      PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           USDATA Corporation (the "Company") hereby incorporates by reference in
  this registration statement the following documents previously filed by the
  Company with the Securities and Exchange Commission (the "Commission"):
  
           (1) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1998 filed with the Commission on March 31, 1999.
  
           (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1999 filed with the Commission on May 14, 1999.
  
           (3) The description of the common stock of the Company contained in
  the Company's Registration Statement on Form S-1 filed with the Commission on
  April 12, 1995, including any amendment or report filed for the purpose of
  updating such description.
  
           All documents filed by the registrant with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), subsequent to the date of this Registration
  Statement shall be deemed to be incorporated herein by reference and to be a
  part hereof from the date of the filing of such documents until such time as
  there shall have been filed a post-effective amendment that indicates that all
  securities offered hereby have been sold or that deregisters all securities
  remaining unsold at the time of such amendment.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           None.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's Certificate of Incorporation provides that no director
  of the Company shall be personally liable to the Company or any of its
  stockholders for monetary damages for breach of fiduciary duty as a director
  involving any act or omission of any such director; provided, however, that the
  foregoing provision shall not eliminate or limit the liability of a director
  (a) for any breach of the director's duty of loyalty to the Company or its
  stockholders, (b) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (c) under Section 174 of
  the General Corporation Law of the State of Delaware, as the same exists or
  hereafter may be amended, or (d) for any transaction from which the director
  derived an improper personal benefit. If the General Corporation Law of the
  State of Delaware is amended after the date of filing of the Certificate of
  Incorporation to authorize corporate action further eliminating or limiting the
  personal liability of directors, then the liability of a director of the
  Company, in addition to the limitation on personal liability provided therein,
  shall be limited to the fullest extent permitted by the amended General
  Corporation Law of the State of Delaware. Any repeal or modification of Article
  VI of the Certificate of Incorporation by the stockholders of the Company shall
  be prospective only, and shall not adversely affect any limitation on the
  personal liability of a director of the Company existing at the time of such
  repeal or modification.
  
           The Company's Bylaws require the Company to indemnify any person who
  was or is a party or is threatened to be made a party to any threatened,
  pending or completed action, suit or proceeding, whether civil, criminal,
  administrative or investigative (other than an action by or in the right of the
  Company) by reason of the fact that such
  
  
                                        II-1
  <PAGE>   3
  
  person is or was director, officer, employee or agent of the Company, or is or
  was serving at the request of the Company as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by such person in
  connection with such action, suit or proceeding if such person acted in good
  faith and in a manner such person reasonably believed to be in or not opposed
  to the best interests of the Company, and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe such conduct was unlawful.
  The Company shall also indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action or
  suit by or in right of the Company to procure a judgment in its favor by reason
  of the fact that he is or was a director, officer, employee or agent of the
  Company, or is or was serving at the request of the Company as a director,
  officer, employee or agent of another corporation, partnership, joint venture,
  trust or other enterprise against expenses (including attorneys' fees) actually
  and reasonably incurred by such person in connection with the defense or
  settlement of such action or suit if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  Company and except that no indemnification shall be made in respect of any
  claim, issue or matter as to which such person shall have been adjudged to be
  liable to the Company unless and only to the extent that the Court of Chancery
  or the court in which such action or suit was brought shall determine upon
  application that, despite the adjudication of liability but in view of all the
  circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses which the Court of Chancery or such other court
  shall deem proper. Such indemnification is mandatory under the Company's Bylaws
  as to expenses actually and reasonably incurred to the extent that a director,
  officer, employee or agent of the Company has been successful on the merits or
  otherwise in defense of any action, suit or proceeding referred to above, or in
  defense of any claim, issue or matter therein. The determination of whether an
  individual is entitled to indemnification shall be made by the Company only as
  authorized in the specific case upon a determination that indemnification of
  the director, officer, employee or agent is proper in the circumstances because
  he has met the applicable standard of conduct set forth in paragraph (a) or (b)
  of Section 5.1 of the Bylaws of the Company. Such determination shall be made
  (i) by the Board of Directors by a majority vote of a quorum consisting of
  directors who were not parties to such action, suit or proceeding, or (ii) if
  such a quorum is not obtainable, or, even if obtainable and a quorum of
  disinterested directors so directs, by independent legal counsel in a written
  opinion, or (iii) by the stockholders. Expenses (including attorneys' fees)
  incurred by an officer or director in defending any civil, criminal,
  administrative or investigative action, suit or proceeding shall be paid by the
  Company in advance of the final disposition of such action, suit or proceeding
  upon receipt of an undertaking by or on behalf of such director or officer to
  repay such amount if it shall ultimately be determined that such person is not
  entitled to be indemnified by the Company as authorized in the Bylaws of the
  Company. Such expenses (including attorneys' fees) incurred by other employees
  and agents may be so paid upon such terms and conditions, if any, as the Board
  of Directors deems appropriate. Insofar as indemnification for liabilities
  arising under the Act may be permitted to directors, officers or persons
  controlling the Company pursuant to the foregoing provisions, the Company has
  been informed that in the opinion of the Commission such indemnification is
  against public policy as expressed in that Act and is therefore unenforceable.
  The Company has the power to purchase and maintain, and has purchased and
  maintains, a directors and officers liability insurance policy.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           None.
  
  ITEM 8.  EXHIBITS.
  
           (a)      Exhibits.
  
                    The following documents are filed as a part of this
  registration statement.
  
           Exhibit        Description of Exhibit
  
           4.1            USDATA Corporation Employee Stock Purchase Plan
  
           5.1            Opinion of Jenkens & Gilchrist, a Professional
                          Corporation
  
           23.1           Consent of Jenkens & Gilchrist, a Professional
                          Corporation (included in opinion filed as Exhibit 5.1
                          hereto)
  
           23.2           Consent of PricewaterhouseCoopers LLP
  
  
                                        II-2
  <PAGE>   4
  
           24             Power of Attorney (included with signature page of this
                          Registration Statement)
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)        The undersigned registrant hereby undertakes:
  
                      (1) To file, during any period in which offers or sales are
  being made, a post-effective amendment to this Registration Statement:
  
                          (i) To include any prospectus required by section
  10(a)(3) of the Securities Act of 1933;
  
                          (ii) To reflect in the prospectus any facts or events
  arising after the effective date of the
  Registration Statement (or the most recent post-effective amendment thereof)
  which, individually or in the aggregate, represent a fundamental change in the
  information set forth in the Registration Statement;
  
                          (iii) To include any material information with respect
  to the plan of distribution not previously disclosed in the Registration
  Statement or any material change to such information in the Registration
  Statement;
  
                      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
  do not apply if the information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports filed with or
  furnished to the Commission by the Registrant pursuant to Section 13 or Section
  15(d) of the 1934 Act that are incorporated by reference in the Registration
  Statement.
  
                      (2) That, for the purpose of determining any liability
  under the Securities Act of 1933, each such post-effective amendment shall be
  deemed to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
                      (3) To remove from registration by means of a
  post-effective amendment any of the securities being registered which remain
  unsold at the termination of the offering.
  
           (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  1934 Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated
  by reference in the Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
  
                                        II-3
  <PAGE>   5
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets
  all the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Richardson, State of Texas, on June 18, 1999.
  
                                       USDATA CORPORATION
  
  
                                       By: /s/ ROBERT A. MERRY
                                           -------------------------------------
                                           Robert A. Merry
                                           Chief Executive Officer and President
  
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below hereby constitutes and appoints Robert A. Merry and Robert L.
  Drury, and each of them, each with full power to act without the other, his
  true and lawful attorneys-in-fact and agents, each with full power of
  substitution and resubstitution for him and in his name, place and stead, in
  any and all capacities, to sign any or all amendments to this Registration
  Statement, and to file the same with all exhibits thereto and other documents
  in connection therewith, with the Commission, granting unto each of said
  attorneys-in-fact and agents full power and authority to do and perform each
  and every act and thing requisite and necessary to be done in connection
  therewith, as fully to all intents and purposes as he might or could do in
  person hereby ratifying and confirming that each of said attorney-in-fact and
  agents or his substitutes may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates included:
  
  <TABLE>
  <CAPTION>
  SIGNATURE                                            CAPACITY                                    DATE
  ---------                                            --------                                    ----
  <S>                                                  <C>                                         <C>
  /s/ ROBERT A. MERRY                                  Chief Executive Officer and President       June 18,1999
  ----------------------------------------
  Robert A. Merry                                      (Principal Executive Officer)
  
  
  /s/ ROBERT L. DRURY                                  Chief Financial Officer, Vice President     June 18, 1999
  ----------------------------------------
  Robert L. Drury                                      Finance, Treasurer and Secretary
                                                       (Principal Financial and Accounting
                                                       Officer)
  
  /s/ MAX D. HOPPER                                    Chairman of the Board and Director          June 18, 1999
  ----------------------------------------
  Max D. Hopper
  
  
  ----------------------------------------             Director                                    June ___, 1999
  Gary J. Anderson
  
  
  ----------------------------------------             Director                                    June ___, 1999
  Stephen J. Andriole
  </TABLE>
  
  
                                        II-4
  <PAGE>   6
  
  
  <TABLE>
  <S>                                                 <C>                                         <C>
  /s/ JAMES W. DIXON                                   Director                                    June 18, 1999
  ----------------------------------------
  James W. Dixon
  
  
  /s/ JACK L. MESSMAN                                  Director                                    June 18, 1999
  ----------------------------------------
  Jack L. Messman
  
  
  /s/ ARTHUR R. SPECTOR                                Director                                    June 18, 1999
  ----------------------------------------
  Arthur R. Spector
  </TABLE>
  
  
                                        II-5
  <PAGE>   7
  
                                 INDEX TO EXHIBITS
  <TABLE>
  <CAPTION>
           Exhibit
           Number            Description of Exhibit
           -------           ----------------------
  
          <S>                <C>
           4.1               USDATA Corporation Employee Stock Purchase Plan
  
           5.1               Opinion of Jenkens & Gilchrist, a Professional
                             Corporation
  
           23.1              Consent of Jenkens & Gilchrist, a Professional
                             Corporation (included in opinion filed as Exhibit
                             5.1 hereto)
  
           23.2              Consent of PricewaterhouseCoopers LLP
  
           24                Power of Attorney (included with signature page of
                             this Registration Statement)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21651}]
metadata_filer: {"company-data": {"conformed-name": "USDATA CORP", "cik": "0000943895", "assigned-sic": "7372", "irs-number": "752405152", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82927", "film-number": "99665245"}, "business-address": {"street1": "2435 NORTH CENTRAL EXPRESSWAY", "city": "RICHARDSON", "state": "TX", "zip": "75080", "phone": "2146809700"}}
text: 1
       As filed with the Securities and Exchange Commission on July 15, 1999
                                                Registration No. 333-___________
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                              -----------------------
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER 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
  incorporation or organization)                              Identification No.)
  
      2435 NORTH CENTRAL EXPRESSWAY
            RICHARDSON, TEXAS                                         75080
  (Address of principal executive offices)                          (Zip Code)
  
                              -----------------------
  
                  USDATA CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                              -----------------------
  
                                  ROBERT A. MERRY
                              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)
  
                              -----------------------
  
                          CALCULATION OF REGISTRATION FEE
  ========================================================================================================================
                                                                PROPOSED                 PROPOSED
           TITLE OF                                             MAXIMUM                  MAXIMUM
          SECURITIES                 AMOUNT                     OFFERING                 AGGREGATE           AMOUNT OF
             TO BE                   TO BE                       PRICE                   OFFERING           REGISTRATION
          REGISTERED             REGISTERED (1)(2)           PER SHARE (3)(4)           PRICE (3)(4)           FEE (4)
  ------------------------------------------------------------------------------------------------------------------------
  Common Stock, $ 0.01
  par value per share              200,000 SHARES               $ 3.14                  $ 628,000.00        $ 175.00
  ========================================================================================================================
  (1)      The securities to be registered include an aggregate of 200,000 shares
           reserved for issuance under the USDATA Corporation Employee Stock
           Purchase Plan (the "Plan").
  
  (2)      Pursuant to Rule 416, this registration statement also covers such
           additional shares as may hereinafter be offered or issued to prevent
           dilution resulting from stock splits, stock dividends,
           recapitalizations or certain other capital adjustments.
  
  (3)      Estimated solely for purpose of calculating the registration fee.
  
  (4)      Calculated pursuant to Rule 457(c) and 457(h). Accordingly, the price
           per share of common stock offered hereunder pursuant to the Plan is
           calculated to be $3.14, which is 85% of the average of the highest and
           lowest price per share of common stock on the NASDAQ National Market
           System on July 14, 1999.
  2
  
                                       PART I
  
           Information specified in Part I of Form S-8 (Items 1 and 2) will be
  sent or given to Plan participants as specified by Rule 428(b)(1) under the
  Securities Act of 1933.
  
                                      PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           USDATA Corporation (the "Company") hereby incorporates by reference in
  this registration statement the following documents previously filed by the
  Company with the Securities and Exchange Commission (the "Commission"):
  
           (1) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1998 filed with the Commission on March 31, 1999.
  
           (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1999 filed with the Commission on May 14, 1999.
  
           (3) The description of the common stock of the Company contained in
  the Company's Registration Statement on Form S-1 filed with the Commission on
  April 12, 1995, including any amendment or report filed for the purpose of
  updating such description.
  
           All documents filed by the registrant with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), subsequent to the date of this Registration
  Statement shall be deemed to be incorporated herein by reference and to be a
  part hereof from the date of the filing of such documents until such time as
  there shall have been filed a post-effective amendment that indicates that all
  securities offered hereby have been sold or that deregisters all securities
  remaining unsold at the time of such amendment.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           None.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's Certificate of Incorporation provides that no director
  of the Company shall be personally liable to the Company or any of its
  stockholders for monetary damages for breach of fiduciary duty as a director
  involving any act or omission of any such director; provided, however, that the
  foregoing provision shall not eliminate or limit the liability of a director
  (a) for any breach of the director's duty of loyalty to the Company or its
  stockholders, (b) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (c) under Section 174 of
  the General Corporation Law of the State of Delaware, as the same exists or
  hereafter may be amended, or (d) for any transaction from which the director
  derived an improper personal benefit. If the General Corporation Law of the
  State of Delaware is amended after the date of filing of the Certificate of
  Incorporation to authorize corporate action further eliminating or limiting the
  personal liability of directors, then the liability of a director of the
  Company, in addition to the limitation on personal liability provided therein,
  shall be limited to the fullest extent permitted by the amended General
  Corporation Law of the State of Delaware. Any repeal or modification of Article
  VI of the Certificate of Incorporation by the stockholders of the Company shall
  be prospective only, and shall not adversely affect any limitation on the
  personal liability of a director of the Company existing at the time of such
  repeal or modification.
  
           The Company's Bylaws require the Company to indemnify any person who
  was or is a party or is threatened to be made a party to any threatened,
  pending or completed action, suit or proceeding, whether civil, criminal,
  administrative or investigative (other than an action by or in the right of the
  Company) by reason of the fact that such
  
                                        II-1
  3
  
  person is or was director, officer, employee or agent of the Company, or is or
  was serving at the request of the Company as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by such person in
  connection with such action, suit or proceeding if such person acted in good
  faith and in a manner such person reasonably believed to be in or not opposed
  to the best interests of the Company, and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe such conduct was unlawful.
  The Company shall also indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action or
  suit by or in right of the Company to procure a judgment in its favor by reason
  of the fact that he is or was a director, officer, employee or agent of the
  Company, or is or was serving at the request of the Company as a director,
  officer, employee or agent of another corporation, partnership, joint venture,
  trust or other enterprise against expenses (including attorneys' fees) actually
  and reasonably incurred by such person in connection with the defense or
  settlement of such action or suit if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  Company and except that no indemnification shall be made in respect of any
  claim, issue or matter as to which such person shall have been adjudged to be
  liable to the Company unless and only to the extent that the Court of Chancery
  or the court in which such action or suit was brought shall determine upon
  application that, despite the adjudication of liability but in view of all the
  circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses which the Court of Chancery or such other court
  shall deem proper. Such indemnification is mandatory under the Company's Bylaws
  as to expenses actually and reasonably incurred to the extent that a director,
  officer, employee or agent of the Company has been successful on the merits or
  otherwise in defense of any action, suit or proceeding referred to above, or in
  defense of any claim, issue or matter therein. The determination of whether an
  individual is entitled to indemnification shall be made by the Company only as
  authorized in the specific case upon a determination that indemnification of
  the director, officer, employee or agent is proper in the circumstances because
  he has met the applicable standard of conduct set forth in paragraph (a) or (b)
  of Section 5.1 of the Bylaws of the Company. Such determination shall be made
  (i) by the Board of Directors by a majority vote of a quorum consisting of
  directors who were not parties to such action, suit or proceeding, or (ii) if
  such a quorum is not obtainable, or, even if obtainable and a quorum of
  disinterested directors so directs, by independent legal counsel in a written
  opinion, or (iii) by the stockholders. Expenses (including attorneys' fees)
  incurred by an officer or director in defending any civil, criminal,
  administrative or investigative action, suit or proceeding shall be paid by the
  Company in advance of the final disposition of such action, suit or proceeding
  upon receipt of an undertaking by or on behalf of such director or officer to
  repay such amount if it shall ultimately be determined that such person is not
  entitled to be indemnified by the Company as authorized in the Bylaws of the
  Company. Such expenses (including attorneys' fees) incurred by other employees
  and agents may be so paid upon such terms and conditions, if any, as the Board
  of Directors deems appropriate. Insofar as indemnification for liabilities
  arising under the Act may be permitted to directors, officers or persons
  controlling the Company pursuant to the foregoing provisions, the Company has
  been informed that in the opinion of the Commission such indemnification is
  against public policy as expressed in that Act and is therefore unenforceable.
  The Company has the power to purchase and maintain, and has purchased and
  maintains, a directors and officers liability insurance policy.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           None.
  
  ITEM 8.  EXHIBITS.
  
           (a)      Exhibits.
  
                    The following documents are filed as a part of this
  registration statement.
  
           Exhibit        Description of Exhibit
  
           4.1            USDATA Corporation Employee Stock Purchase Plan
  
           5.1            Opinion of Jenkens & Gilchrist, a Professional
                          Corporation
  
           23.1           Consent of Jenkens & Gilchrist, a Professional
                          Corporation (included in opinion filed as Exhibit 5.1
                          hereto)
  
           23.2           Consent of PricewaterhouseCoopers LLP
  
                                        II-2
  4
  
           24             Power of Attorney (included with signature page of this
                          Registration Statement)
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)        The undersigned registrant hereby undertakes:
  
                      (1) To file, during any period in which offers or sales are
  being made, a post-effective amendment to this Registration Statement:
  
                          (i) To include any prospectus required by section
  10(a)(3) of the Securities Act of 1933;
  
                          (ii) To reflect in the prospectus any facts or events
  arising after the effective date of the
  Registration Statement (or the most recent post-effective amendment thereof)
  which, individually or in the aggregate, represent a fundamental change in the
  information set forth in the Registration Statement;
  
                          (iii) To include any material information with respect
  to the plan of distribution not previously disclosed in the Registration
  Statement or any material change to such information in the Registration
  Statement;
  
                      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
  do not apply if the information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports filed with or
  furnished to the Commission by the Registrant pursuant to Section 13 or Section
  15(d) of the 1934 Act that are incorporated by reference in the Registration
  Statement.
  
                      (2) That, for the purpose of determining any liability
  under the Securities Act of 1933, each such post-effective amendment shall be
  deemed to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
                      (3) To remove from registration by means of a
  post-effective amendment any of the securities being registered which remain
  unsold at the termination of the offering.
  
           (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  1934 Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated
  by reference in the Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
                                        II-3
  5
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets
  all the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Richardson, State of Texas, on June 18, 1999.
  
                                       USDATA CORPORATION
  
                                       By: /s/ ROBERT A. MERRY
                                           -------------------------------------
                                           Robert A. Merry
                                           Chief Executive Officer and President
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below hereby constitutes and appoints Robert A. Merry and Robert L.
  Drury, and each of them, each with full power to act without the other, his
  true and lawful attorneys-in-fact and agents, each with full power of
  substitution and resubstitution for him and in his name, place and stead, in
  any and all capacities, to sign any or all amendments to this Registration
  Statement, and to file the same with all exhibits thereto and other documents
  in connection therewith, with the Commission, granting unto each of said
  attorneys-in-fact and agents full power and authority to do and perform each
  and every act and thing requisite and necessary to be done in connection
  therewith, as fully to all intents and purposes as he might or could do in
  person hereby ratifying and confirming that each of said attorney-in-fact and
  agents or his substitutes may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates included:
  SIGNATURE                                            CAPACITY                                    DATE
  ---------                                            --------                                    ----
  /s/ ROBERT A. MERRY                                  Chief Executive Officer and President       June 18,1999
  ----------------------------------------
  Robert A. Merry                                      (Principal Executive Officer)
  
  /s/ ROBERT L. DRURY                                  Chief Financial Officer, Vice President     June 18, 1999
  ----------------------------------------
  Robert L. Drury                                      Finance, Treasurer and Secretary
                                                       (Principal Financial and Accounting
                                                       Officer)
  
  /s/ MAX D. HOPPER                                    Chairman of the Board and Director          June 18, 1999
  ----------------------------------------
  Max D. Hopper
  
  ----------------------------------------             Director                                    June ___, 1999
  Gary J. Anderson
  
  ----------------------------------------             Director                                    June ___, 1999
  Stephen J. Andriole
  II-4
  6
  /s/ JAMES W. DIXON                                   Director                                    June 18, 1999
  ----------------------------------------
  James W. Dixon
  
  /s/ JACK L. MESSMAN                                  Director                                    June 18, 1999
  ----------------------------------------
  Jack L. Messman
  
  /s/ ARTHUR R. SPECTOR                                Director                                    June 18, 1999
  ----------------------------------------
  Arthur R. Spector
  II-5
  7
  
                                 INDEX TO EXHIBITS
  Exhibit
           Number            Description of Exhibit
           -------           ----------------------
  4.1               USDATA Corporation Employee Stock Purchase Plan
  
           5.1               Opinion of Jenkens & Gilchrist, a Professional
                             Corporation
  
           23.1              Consent of Jenkens & Gilchrist, a Professional
                             Corporation (included in opinion filed as Exhibit
                             5.1 hereto)
  
           23.2              Consent of PricewaterhouseCoopers LLP
  
           24                Power of Attorney (included with signature page of
                             this Registration Statement)