<PAGE>   1

     As filed with the Securities and Exchange Commission on July 24, 1998
                                               Registration No. 333-_________
=============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      ----------------------------------
                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      -----------------------------------

                        BINDVIEW DEVELOPMENT CORPORATION
             (Exact name of registrant as specified in its charter)


                   TEXAS                                     76-0306721
     (State or other jurisdiction of                      (I.R.S Employer
      incorporation or organization)                     Identification No.)


     3355 WEST ALABAMA, SUITE 1200            
            HOUSTON, TEXAS                                      77098
    (Address of Principal Executive                          (Zip Code)
               Offices)


         BINDVIEW DEVELOPMENT CORPORATION INCENTIVE STOCK OPTION PLAN;
             BINDVIEW DEVELOPMENT CORPORATION 1997 INCENTIVE PLAN;
          BINDVIEW DEVELOPMENT CORPORATION OMNIBUS INCENTIVE PLAN; AND
 BINDVIEW DEVELOPMENT CORPORATION 1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                           (Full title of the plans)

                      ----------------------------------

                               SCOTT R. PLANTOWSKY
                             CHIEF FINANCIAL OFFICER
                        BINDVIEW DEVELOPMENT CORPORATION
                          3355 WEST ALABAMA, SUITE 1200
                              HOUSTON, TEXAS 77098
                    (Name and address of agent for service)

                                  713/843-1799
         (Telephone number, including area code, of agent for service)

                                 With Copy to:

                          FULBRIGHT & JAWORSKI L.L.P.
                           1301 MCKINNEY, SUITE 5100
                           HOUSTON, TEXAS 77010-3095
                                 (713) 651-5151
                        ATTENTION:  ROBERT F. GRAY, JR.

                      ----------------------------------

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.[x]

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
                                                    PROPOSED MAXIMUM          PROPOSED MAXIMUM
TITLE OF SECURITIES         AMOUNT TO BE           OFFERING PRICE PER        AGGREGATE OFFERING           AMOUNT OF
 TO BE REGISTERED            REGISTERED                SHARE  (1)                PRICE  (1)           REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------- 
<S>                        <C>                           <C>                   <C>                        <C>
Common Stock, no par
 value per share           5,136,454 shares              $10.00                $51,364,540                $15,153
======================================================================================================================
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee in
    accordance with Rule 457 under the Securities Act of 1933.

(2) Includes 1,832,714 shares to be issued upon the exercise of options granted
    and to be granted pursuant to the BindView Development Corporation
    Incentive Stock Option Plan, 1,303,740 shares to be issued upon the
    exercise of options granted pursuant to the BindView Development
    Corporation 1997 Incentive Plan, 1,750,000 shares to be issued upon the
    exercise of options granted and to be granted pursuant to the BindView
    Development Corporation Omnibus Incentive Plan and 250,000 shares to be
    issued upon the exercise of options granted and to be granted pursuant to
    the BindView Development Corporation 1998 Non-Employee Director Stock
    Option Plan.  Also includes an indeterminable number of shares of Common
    Stock issuable as a result of the anti-dilution provisions of such plans.





<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated by reference in this
Registration Statement:

         1.      The Registration Statement on Form S-1 of BindView Development
Corporation, a Texas corporation (the "Registrant") (Reg. No. 333-52883),
originally filed with the Securities and Exchange Commission (the "Commission")
on May 15, 1998; and

         2.      The description of the Registrant's Common Stock, no par value
per share, contained in the Registration Statement on Form S-1 of the Registrant
(Reg. No. 333-52883), originally filed with the Commission on May 15, 1998.

         All documents filed by the Registrant 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 the filing hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 2.02-1 of the Texas Business Corporation Act ("Article
2.02-1") provides that any director or officer of a Texas corporation may be
indemnified against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by him in connection with or in defending any
action, suit or proceeding in which he is a party by reason of his position.
With respect to any proceeding arising from actions taken in his official
capacity as a director or officer, he may be indemnified so long as it shall be
determined that he conducted himself in good faith and that he reasonably
believed that his conduct was not opposed to the corporation's best interests.
In cases not concerning conduct in his official capacity as a director or
officer, a director or officer may be indemnified as long as he reasonably
believed that his conduct was not opposed to the corporation's best interests.
In the case of any criminal proceeding, such indemnification is mandatory.  The
Registrant's Bylaws provide for indemnification of its present and former
directors to the fullest extent provided by Article 2.02-1.  The Registrant
currently maintains directors' and officers' insurance to reimburse the
Registrant in the event that indemnification of a director or officer is
required.

         The Registrant's Bylaws further provide for indemnification of
directors and officers against reasonable expenses incurred in connection with
the defense of any such action, suit or proceeding in advance of the final
disposition of the proceeding.

         The Registrant's Articles of Incorporation eliminate the liability of
directors for monetary damages for an act or omission committed in the
director's capacity as a director, except to the extent a director is found
liable for (i) a breach of such director's duty of loyalty to the Registrant or
its shareholders, (ii) an act or omission not in good faith that constitutes a
breach of duty of such director to the Registrant or an act or omission that
involves intentional misconduct or a knowing violation of the law, (iii) a
transaction from which such director received an improper benefit,





                                      II-1
<PAGE>   3
whether or not the benefit resulted from an action taken within the scope of
the director's office or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute.

         The Registrant's Articles of Incorporation further limit a director's
liability if the Texas Business Corporation Act, the Texas Miscellaneous
Corporation Laws Act or any other applicable Texas statute is hereafter amended
to authorize the further elimination or limitation of the liability of the
directors of the Registrant.  If such applicable statute does hereafter
eliminate or limit a director's liability, then the liability of a director of
the Registrant shall be limited to the fullest extent permitted by the Texas
Business Corporation Act, the Texas Miscellaneous Corporation Laws Act and such
other applicable Texas statute, as so amended, and such limitation of liability
shall be in addition to, and not in lieu of, the limitation on the liability of
a director of the Registrant provided by the Articles of Incorporation.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

         4.1     -        Amended and Restated Articles of Incorporation of the
                          Registrant (incorporated by reference to Exhibit 3.1
                          to the Registrant's Registration Statement on Form 
                          S-1 (Reg. No. 333-52883), filed with the Commission 
                          on May 15, 1998).

         4.2     -        Bylaws of the Registrant (incorporated by reference 
                          to Exhibit 3.2 to the Registrant's Registration 
                          Statement on Form S-1 (Reg. No. 333-52883), filed 
                          with the Commission on May 15, 1998).

         4.3     -        Form of Common Stock Certificate (incorporated by 
                          reference to Exhibit 4.2 to the Registrant's 
                          Registration Statement on Form S-1 (Reg. No. 
                          333-52883), filed with the Commission on 
                          May 15, 1998).

         4.4     -        BindView Development Corporation Incentive Stock 
                          Option Plan (incorporated by reference to Exhibit 
                          10.1 to the Registrant's Registration Statement on 
                          Form S-1 (Reg. No. 333-52883), filed with the 
                          Commission on June 23, 1998)

         4.5     -        BindView Development Corporation 1997 Incentive Plan
                          (incorporated by reference to Exhibit 10.3 to the 
                          Registrant's to Registration Statement on Form S-1
                          (Reg. No. 333-52883), filed with the Commission on 
                          June 23, 1998).

         4.6     -        BindView Development Corporation Omnibus Incentive 
                          Plan (incorporated by reference to Exhibit 10.4 to 
                          the Registrant's Registration Statement on Form S-1 
                          (Reg. No. 333-52883), filed with the Commission on 
                          May 15, 1998).

         4.7     -        BindView Development 1998 Non-Employee Director 
                          Stock Option Plan (incorporated by reference to
                          Exhibit 10.5 to the Registrant's Registration 
                          Statement on Form S-1 (Reg. No. 333-52883), filed
                          with the Commission on May 15, 1998).

         5.1     -        Opinion of Fulbright & Jaworski L.L.P.

         23.1    -        Consent of PricewaterhouseCoopers LLP, Independent 
                          Accountants.

         23.2    -        Consent of Grant Thornton LLP, Independent 
                          Accountants.

         23.3    -        Consent of Fulbright & Jaworski L.L.P. (included in 
                          Exhibit 5.1 to this Registration Statement).

         24.1    -        Powers of Attorney (contained on page II-4).





                                      II-2
<PAGE>   4
ITEM 9.  UNDERTAKINGS.

         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, as amended (the "Securities Act");

                 (ii)     To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and

                 (iii)    To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information  in this Registration
Statement;

                 Provided, however, that paragraphs (i) and (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 by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), that are incorporated by reference in this
Registration Statement.

         2.      That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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
Securities 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 of 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 Houston, Texas on July 24, 1998.


                                       BINDVIEW DEVELOPMENT CORPORATION
                                       

                                              /s/  ERIC J. PULASKI            
                                       ----------------------------------------
                                                   Eric J. Pulaski
                                         President and Chief Executive Officer


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints each of Eric J. Pulaski and Scott R.
Plantowsky his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his or their substitute
or 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 indicated.

<TABLE>
<CAPTION>                       

 Signature                                  Title                                 Date
 ---------                                  -----                                 ----
<S>                           <C>                                          <C>
 /s/  ERIC J. PULASKI          Chairman of the Board, President and         July 24, 1998
 -------------------------          Chief Executive Officer
 Eric J. Pulaski                 (Principle Executive Officer)
                                                                
 
 /s/  CHRISTOPHER J. SOLE             Director, Vice President and          July 24, 1998
 -------------------------          Chief Operating Officer
 Christopher J. Sole                                        


 /s/  SCOTT R. PLANTOWSKY         Director, Vice President and              July 24, 1998
 -------------------------          Chief Financial Officer
 Scott R. Plantowsky               (Principle Financial and
                                      Accounting Officer)
                                                            

 /s/  PETER L. BLOOM                       Director                         July 24, 1998
 -------------------------                                                               
 Peter L. Bloom

 /s/  JOHN J. MOORES                       Director                         July 24, 1998
 -------------------------                                                               
 John J. Moores


 /s/  RICHARD A. HOSLEY II                 Director                         July 24, 1998
 -------------------------                                                             
 Richard A. Hosley II
</TABLE>





                                      II-4
<PAGE>   6
                                 EXHIBIT INDEX

Exhibit Number                                 Description                     

     4.1         -        Amended and Restated Articles of Incorporation of the
                          Registrant (incorporated by reference to Exhibit 3.1
                          to the Registrant's Registration Statement on Form
                          S-1 (Reg. No. 333-52883), filed  with the Commission
                          on May 15, 1998).

     4.2         -        Bylaws of the Registrant (incorporated by reference 
                          to Exhibit 3.2 to the Registrant's Registration 
                          Statement on Form S-1 (Reg. No. 333-52883), filed 
                          with the Commission on May 15, 1998).

     4.3         -        Form of Common Stock Certificate (incorporated by 
                          reference to Exhibit 4.2 to the Registrant's 
                          Registration Statement on Form S-1 (Reg. No. 
                          333-52883), filed with the Commission on 
                          May 15, 1998).

     4.4         -        BindView Development Corporation Incentive Stock 
                          Option Plan (incorporated by reference Exhibit 10.1 
                          to the Registrant's Registration Statement on Form 
                          S-1 (Reg. No. 333-52883), filed with the Commission 
                          on June 23, 1998)

     4.5         -        BindView Development Corporation 1997 Incentive Plan
                          (incorporated by reference to Exhibit 10.3 to the 
                          Registrant's to Registration Statement on Form S-1 
                          (Reg. No. 333-52883), filed with the Commission on 
                          June 23, 1998).

     4.6         -        BindView Development Corporation Omnibus Incentive 
                          Plan (incorporated by reference to Exhibit 10.4 to 
                          the Registrant's Registration Statement on Form S-1 
                          (Reg. No. 333-52883), filed with the Commission on 
                          May 15, 1998).

     4.7         -        BindView Development 1998 Non-Employee Director Stock
                          Option Plan (incorporated by reference to Exhibit 
                          10.5 to the Registrant's Registration Statement on 
                          Form S-1 (Reg. No. 333-52883), filed with the 
                          Commission on May 15, 1998).

     5.1*        -        Opinion of Fulbright & Jaworski L.L.P.

    23.1*        -        Consent of PricewaterhouseCoopers LLP, Independent 
                          Accountants.

    23.2*        -        Consent of Grant Thornton LLP, Independent
                          Accountants.

    23.3*        -        Consent of Fulbright & Jaworski L.L.P. (included in 
                          Exhibit 5.1 to this Registration Statement).

    24.1*        -        Powers of Attorney (contained on page II-4).

__________________________
*  Filed herewith





                                      II-5
[{"type": "S-8", "sequence": "1", "description": "BINDVIEW DEVELOPMENT CORPORATION", "secsgml_size_bytes": 23547}]
{"company-data": {"conformed-name": "BINDVIEW DEVELOPMENT CORP", "cik": "0001061646", "assigned-sic": "7372", "irs-number": "760306721", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59825", "film-number": "98671177"}, "business-address": {"street1": "3355 W ALABAMA", "street2": "STE 1200", "city": "HOUSTON", "state": "TX", "zip": "77098", "phone": "7138819100"}, "mail-address": {"street1": "3355 W ALABAMA", "street2": "STE 1200", "city": "HOUSTON", "state": "TX", "zip": "77098"}}
1

     As filed with the Securities and Exchange Commission on July 24, 1998
                                               Registration No. 333-_________
=============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      ----------------------------------
                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      -----------------------------------

                        BINDVIEW DEVELOPMENT CORPORATION
             (Exact name of registrant as specified in its charter)

                   TEXAS                                     76-0306721
     (State or other jurisdiction of                      (I.R.S Employer
      incorporation or organization)                     Identification No.)

     3355 WEST ALABAMA, SUITE 1200            
            HOUSTON, TEXAS                                      77098
    (Address of Principal Executive                          (Zip Code)
               Offices)

         BINDVIEW DEVELOPMENT CORPORATION INCENTIVE STOCK OPTION PLAN;
             BINDVIEW DEVELOPMENT CORPORATION 1997 INCENTIVE PLAN;
          BINDVIEW DEVELOPMENT CORPORATION OMNIBUS INCENTIVE PLAN; AND
 BINDVIEW DEVELOPMENT CORPORATION 1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                           (Full title of the plans)

                      ----------------------------------

                               SCOTT R. PLANTOWSKY
                             CHIEF FINANCIAL OFFICER
                        BINDVIEW DEVELOPMENT CORPORATION
                          3355 WEST ALABAMA, SUITE 1200
                              HOUSTON, TEXAS 77098
                    (Name and address of agent for service)

                                  713/843-1799
         (Telephone number, including area code, of agent for service)

                                 With Copy to:

                          FULBRIGHT & JAWORSKI L.L.P.
                           1301 MCKINNEY, SUITE 5100
                           HOUSTON, TEXAS 77010-3095
                                 (713) 651-5151
                        ATTENTION:  ROBERT F. GRAY, JR.

                      ----------------------------------

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.[x]

                        CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                    PROPOSED MAXIMUM          PROPOSED MAXIMUM
TITLE OF SECURITIES         AMOUNT TO BE           OFFERING PRICE PER        AGGREGATE OFFERING           AMOUNT OF
 TO BE REGISTERED            REGISTERED                SHARE  (1)                PRICE  (1)           REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
Common Stock, no par
 value per share           5,136,454 shares              $10.00                $51,364,540                $15,153
======================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee in
    accordance with Rule 457 under the Securities Act of 1933.

(2) Includes 1,832,714 shares to be issued upon the exercise of options granted
    and to be granted pursuant to the BindView Development Corporation
    Incentive Stock Option Plan, 1,303,740 shares to be issued upon the
    exercise of options granted pursuant to the BindView Development
    Corporation 1997 Incentive Plan, 1,750,000 shares to be issued upon the
    exercise of options granted and to be granted pursuant to the BindView
    Development Corporation Omnibus Incentive Plan and 250,000 shares to be
    issued upon the exercise of options granted and to be granted pursuant to
    the BindView Development Corporation 1998 Non-Employee Director Stock
    Option Plan.  Also includes an indeterminable number of shares of Common
    Stock issuable as a result of the anti-dilution provisions of such plans.
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated by reference in this
Registration Statement:

         1.      The Registration Statement on Form S-1 of BindView Development
Corporation, a Texas corporation (the "Registrant") (Reg. No. 333-52883),
originally filed with the Securities and Exchange Commission (the "Commission")
on May 15, 1998; and

         2.      The description of the Registrant's Common Stock, no par value
per share, contained in the Registration Statement on Form S-1 of the Registrant
(Reg. No. 333-52883), originally filed with the Commission on May 15, 1998.

         All documents filed by the Registrant 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 the filing hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 2.02-1 of the Texas Business Corporation Act ("Article
2.02-1") provides that any director or officer of a Texas corporation may be
indemnified against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by him in connection with or in defending any
action, suit or proceeding in which he is a party by reason of his position.
With respect to any proceeding arising from actions taken in his official
capacity as a director or officer, he may be indemnified so long as it shall be
determined that he conducted himself in good faith and that he reasonably
believed that his conduct was not opposed to the corporation's best interests.
In cases not concerning conduct in his official capacity as a director or
officer, a director or officer may be indemnified as long as he reasonably
believed that his conduct was not opposed to the corporation's best interests.
In the case of any criminal proceeding, such indemnification is mandatory.  The
Registrant's Bylaws provide for indemnification of its present and former
directors to the fullest extent provided by Article 2.02-1.  The Registrant
currently maintains directors' and officers' insurance to reimburse the
Registrant in the event that indemnification of a director or officer is
required.

         The Registrant's Bylaws further provide for indemnification of
directors and officers against reasonable expenses incurred in connection with
the defense of any such action, suit or proceeding in advance of the final
disposition of the proceeding.

         The Registrant's Articles of Incorporation eliminate the liability of
directors for monetary damages for an act or omission committed in the
director's capacity as a director, except to the extent a director is found
liable for (i) a breach of such director's duty of loyalty to the Registrant or
its shareholders, (ii) an act or omission not in good faith that constitutes a
breach of duty of such director to the Registrant or an act or omission that
involves intentional misconduct or a knowing violation of the law, (iii) a
transaction from which such director received an improper benefit,

                                      II-1
3
whether or not the benefit resulted from an action taken within the scope of
the director's office or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute.

         The Registrant's Articles of Incorporation further limit a director's
liability if the Texas Business Corporation Act, the Texas Miscellaneous
Corporation Laws Act or any other applicable Texas statute is hereafter amended
to authorize the further elimination or limitation of the liability of the
directors of the Registrant.  If such applicable statute does hereafter
eliminate or limit a director's liability, then the liability of a director of
the Registrant shall be limited to the fullest extent permitted by the Texas
Business Corporation Act, the Texas Miscellaneous Corporation Laws Act and such
other applicable Texas statute, as so amended, and such limitation of liability
shall be in addition to, and not in lieu of, the limitation on the liability of
a director of the Registrant provided by the Articles of Incorporation.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1     -        Amended and Restated Articles of Incorporation of the
                          Registrant (incorporated by reference to Exhibit 3.1
                          to the Registrant's Registration Statement on Form 
                          S-1 (Reg. No. 333-52883), filed with the Commission 
                          on May 15, 1998).

         4.2     -        Bylaws of the Registrant (incorporated by reference 
                          to Exhibit 3.2 to the Registrant's Registration 
                          Statement on Form S-1 (Reg. No. 333-52883), filed 
                          with the Commission on May 15, 1998).

         4.3     -        Form of Common Stock Certificate (incorporated by 
                          reference to Exhibit 4.2 to the Registrant's 
                          Registration Statement on Form S-1 (Reg. No. 
                          333-52883), filed with the Commission on 
                          May 15, 1998).

         4.4     -        BindView Development Corporation Incentive Stock 
                          Option Plan (incorporated by reference to Exhibit 
                          10.1 to the Registrant's Registration Statement on 
                          Form S-1 (Reg. No. 333-52883), filed with the 
                          Commission on June 23, 1998)

         4.5     -        BindView Development Corporation 1997 Incentive Plan
                          (incorporated by reference to Exhibit 10.3 to the 
                          Registrant's to Registration Statement on Form S-1
                          (Reg. No. 333-52883), filed with the Commission on 
                          June 23, 1998).

         4.6     -        BindView Development Corporation Omnibus Incentive 
                          Plan (incorporated by reference to Exhibit 10.4 to 
                          the Registrant's Registration Statement on Form S-1 
                          (Reg. No. 333-52883), filed with the Commission on 
                          May 15, 1998).

         4.7     -        BindView Development 1998 Non-Employee Director 
                          Stock Option Plan (incorporated by reference to
                          Exhibit 10.5 to the Registrant's Registration 
                          Statement on Form S-1 (Reg. No. 333-52883), filed
                          with the Commission on May 15, 1998).

         5.1     -        Opinion of Fulbright & Jaworski L.L.P.

         23.1    -        Consent of PricewaterhouseCoopers LLP, Independent 
                          Accountants.

         23.2    -        Consent of Grant Thornton LLP, Independent 
                          Accountants.

         23.3    -        Consent of Fulbright & Jaworski L.L.P. (included in 
                          Exhibit 5.1 to this Registration Statement).

         24.1    -        Powers of Attorney (contained on page II-4).

                                      II-2
4
ITEM 9.  UNDERTAKINGS.

         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, as amended (the "Securities Act");

                 (ii)     To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and

                 (iii)    To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information  in this Registration
Statement;

                 Provided, however, that paragraphs (i) and (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 by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), that are incorporated by reference in this
Registration Statement.

         2.      That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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
Securities 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 of 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 Houston, Texas on July 24, 1998.

                                       BINDVIEW DEVELOPMENT CORPORATION
                                       

                                              /s/  ERIC J. PULASKI            
                                       ----------------------------------------
                                                   Eric J. Pulaski
                                         President and Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints each of Eric J. Pulaski and Scott R.
Plantowsky his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his or their substitute
or 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 indicated.
Signature                                  Title                                 Date
 ---------                                  -----                                 ----
/s/  ERIC J. PULASKI          Chairman of the Board, President and         July 24, 1998
 -------------------------          Chief Executive Officer
 Eric J. Pulaski                 (Principle Executive Officer)
                                                                
 
 /s/  CHRISTOPHER J. SOLE             Director, Vice President and          July 24, 1998
 -------------------------          Chief Operating Officer
 Christopher J. Sole                                        

 /s/  SCOTT R. PLANTOWSKY         Director, Vice President and              July 24, 1998
 -------------------------          Chief Financial Officer
 Scott R. Plantowsky               (Principle Financial and
                                      Accounting Officer)
                                                            

 /s/  PETER L. BLOOM                       Director                         July 24, 1998
 -------------------------                                                               
 Peter L. Bloom

 /s/  JOHN J. MOORES                       Director                         July 24, 1998
 -------------------------                                                               
 John J. Moores

 /s/  RICHARD A. HOSLEY II                 Director                         July 24, 1998
 -------------------------                                                             
 Richard A. Hosley II
II-4
6
                                 EXHIBIT INDEX

Exhibit Number                                 Description                     

     4.1         -        Amended and Restated Articles of Incorporation of the
                          Registrant (incorporated by reference to Exhibit 3.1
                          to the Registrant's Registration Statement on Form
                          S-1 (Reg. No. 333-52883), filed  with the Commission
                          on May 15, 1998).

     4.2         -        Bylaws of the Registrant (incorporated by reference 
                          to Exhibit 3.2 to the Registrant's Registration 
                          Statement on Form S-1 (Reg. No. 333-52883), filed 
                          with the Commission on May 15, 1998).

     4.3         -        Form of Common Stock Certificate (incorporated by 
                          reference to Exhibit 4.2 to the Registrant's 
                          Registration Statement on Form S-1 (Reg. No. 
                          333-52883), filed with the Commission on 
                          May 15, 1998).

     4.4         -        BindView Development Corporation Incentive Stock 
                          Option Plan (incorporated by reference Exhibit 10.1 
                          to the Registrant's Registration Statement on Form 
                          S-1 (Reg. No. 333-52883), filed with the Commission 
                          on June 23, 1998)

     4.5         -        BindView Development Corporation 1997 Incentive Plan
                          (incorporated by reference to Exhibit 10.3 to the 
                          Registrant's to Registration Statement on Form S-1 
                          (Reg. No. 333-52883), filed with the Commission on 
                          June 23, 1998).

     4.6         -        BindView Development Corporation Omnibus Incentive 
                          Plan (incorporated by reference to Exhibit 10.4 to 
                          the Registrant's Registration Statement on Form S-1 
                          (Reg. No. 333-52883), filed with the Commission on 
                          May 15, 1998).

     4.7         -        BindView Development 1998 Non-Employee Director Stock
                          Option Plan (incorporated by reference to Exhibit 
                          10.5 to the Registrant's Registration Statement on 
                          Form S-1 (Reg. No. 333-52883), filed with the 
                          Commission on May 15, 1998).

     5.1*        -        Opinion of Fulbright & Jaworski L.L.P.

    23.1*        -        Consent of PricewaterhouseCoopers LLP, Independent 
                          Accountants.

    23.2*        -        Consent of Grant Thornton LLP, Independent
                          Accountants.

    23.3*        -        Consent of Fulbright & Jaworski L.L.P. (included in 
                          Exhibit 5.1 to this Registration Statement).

    24.1*        -        Powers of Attorney (contained on page II-4).

__________________________
*  Filed herewith

                                      II-5