8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             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.







                                   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.

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

EX-99.1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE                                CONTACT: JENNIFER P. DOOLEY
                                                         Chief Financial Officer
                                                          972/680-9700, Ext. 359


                  USDATA ANNOUNCES MANAGEMENT AND BOARD CHANGES
                        JAMES E. FLEET NAMED INTERIM CEO

RICHARDSON, TEXAS, October 29, 2002 -- USDATA Corporation announced today that
its board of directors has accepted the resignation of Robert (Bob) Merry,
president and chief executive officer. Mr. Merry has also resigned from the
board of directors. The resignations are effective immediately.

The board of directors has appointed James E. Fleet as interim president and
chief executive officer. Mr. Fleet is a vice-president with Phoenix Management
Services, Inc., an operationally focused turnaround management firm
headquartered in Philadelphia, Pennsylvania. He has previously served as interim
chief financial officer of USDATA. Mr. Fleet is expected to be with USDATA for a
considerable period of time and will serve as a director on the board.

USDATA also announced today that Winston Churchill has resigned as the Company's
chairman but will remain a director. Elected to the board of directors and
replacing Mr. Churchill as chairman is Yaron Eitan. Mr. Eitan is the founder,
president and chief executive officer of Selway Partners, LLC., a diversified
high technology holding company. Also elected to the board of directors is Randy
Illig. Mr. Illig is a venture partner with Selway Partners and is the founder
and former chief executive officer of Visalign, an IT service company in Wayne,
Pennsylvania.

"Bob provided strong leadership to USDATA over the past five years. We will miss
his expertise and vision and wish him well in his new endeavors, " said Eitan.
"We are pleased that we could retain Jim in the role of interim president and
CEO. His prior experience with USDATA and its customers will prove invaluable as
we chart the future direction of the Company."

"I returned to USDATA because I have a strong belief in the Company. USDATA has
a very loyal community of customers, employees, and investors," said Fleet. "I
am excited to have this opportunity to strengthen USDATA's position in the
marketplace and help craft the future strategic direction."





ABOUT USDATA

Now in its 28th year, USDATA Corporation (NASDAQ: USDC), headquartered in
Richardson, Texas, is a leading global provider of software and services that
give enterprises the knowledge and control needed to perfect the products they
produce and the processes they manage. Based upon a tradition of flexible
service, innovation, and integration, USDATA's software currently operates in
more than 60 countries around the globe, including seventeen of the top
twenty-five manufacturers. USDATA's software heritage is born out of
manufacturing and process automation solutions and has grown to encompass the
industry's deepest product knowledge and control solutions. With an eye toward
the future of e-business, USDATA continues to innovate solutions that will
support the integration of enterprise production and automation information into
the supply chain. The company has six offices worldwide and a global network of
distribution and support partners. For more information, visit USDATA on the Web
at www.usdata.com.

This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 regarding revenues,
margins, operating expenses, earnings, growth rates, and certain business trends
that are subject to risks and uncertainties that could cause actual results to
differ materially from the results described herein. Specifically, the ability
to grow product and service revenues may not continue and the company may not be
successful in developing new products, product enhancements, or services on a
timely basis or in a manner that satisfies customers needs or achieves market
acceptance. Other factors that could cause actual results to differ materially
are: competitive pricing and supply, market acceptance and success for service
offerings, short-term interest rate fluctuations, general economic conditions,
employee turnover, possible future litigation, and related uncertainties on
future revenue and earnings as well as the risks and uncertainties set forth
from time to time in the company's other public reports and filings and public
statements. Recipients of this document are cautioned to consider these risks
and uncertainties and to not place undue reliance on these forward-looking
statements. All subsequent written and oral forward-looking statements
attributable to the company or persons acting on its behalf are expressly
qualified in their entirety by these cautionary statements.

                                      x x x

October 29, 2002
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