United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                          Commission File No. 000-25936

                               USDATA CORPORATION
                               ------------------
             (Exact name of registrant as specified in its charter)

       2435 N. Central Expressway, Richardson, Texas 75080, (972) 680-9700
- --------------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                     Common Stock, par value $0.01 per share
                     ---------------------------------------
            (Title of each class of securities covered by this Form)

                                      None
                     ---------------------------------------
       (Titles of all other classes of securities for which a duty to file
                 reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:

    [X]   Rule 12g-4(a)(1)(i)                  [X]   Rule 12h-3(b)(1)(i)
    [ ]   Rule 12g-4(a)(1)(ii)                 [ ]   Rule 12h-3(b)(1)(ii)
    [ ]   Rule 12g-4(a)(2)(i)                  [ ]   Rule 12h-3(b)(2)(i)
    [ ]   Rule 12g-4(a)(2)(ii)                 [ ]   Rule 12h-3(b)(2)(ii)
                                               [ ]   Rule 15d-6

Approximate number of holders of record as of the certification or notice date:
296

Pursuant to the requirements of the Securities Exchange Act of 1934, USDATA
Corporation has caused this certification/notice to be signed on its behalf by
the undersigned duly authorized person.

Date:  June 18, 2003


                                      USDATA CORPORATION


                                      By: /s/ Jennifer P. Dooley
                                          -------------------------------------
                                          Jennifer P. Dooley
                                          Vice President of Finance and CFO