As filed with the Securities and Exchange Commission on October 26, 2000

                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------

                         MOBIUS MANAGEMENT SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                         13-3078745
            --------                                         ----------
   (State or Other Jurisdiction of                         (I.R.S. Employer
   Incorporation or Organization)                        Identification Number)


                                120 Old Post Road
                               Rye, New York 10580
                    (Address of Principal Executive Offices)
                                 ---------------

                         MOBIUS MANAGEMENT SYSTEMS, INC.
                            1996 STOCK INCENTIVE PLAN
                         MOBIUS MANAGEMENT SYSTEMS, INC.
                        1998 EMPLOYEE STOCK PURCHASE PLAN

                            (Full Title of the Plan)
                                 ---------------


                                 Mitchell Gross
          Chairman of the Board, Chief Executive Officer and President
                         Mobius Management Systems, Inc.
                                120 Old Post Road
                               Rye, New York 10580
                     (Name and Address of Agent for Service)

                                 (914) 921-7200
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:

                            Kenneth P. Kopelman, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100

<PAGE>
<TABLE>
<CAPTION>

                                      CALCULATION OF REGISTRATION FEE

  -------------------------------------------------------------------------------------------------------------------------
  Title of Securities to be   Amount to be       Proposed Maximum Offering   Proposed Maximum Aggregate    Amount of
  Registered                  Registered         Price Per Share(1)          Offering Price                Registration Fee
  -------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                   <C>                         <C>                        <C>
  Common Stock (par value        707,900               $2.828                      $2,001,941                 $529.00
  $0.0001 per share)
  -------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Estimated,  solely for the purpose of calculating the  registration fee
         pursuant to Rule 457(c) under the  Securities  Act of 1933, as amended.
         The Proposed  Maximum  Offering Price Per Share is based on the average
         of the high and low prices  reported by the Nasdaq  National  Market on
         October 24, 2000,  which is within five (5) business  days prior to the
         date of this Registration Statement.


                                       -2

<PAGE>

                         MOBIUS MANAGEMENT SYSTEMS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                      REGISTRATION OF ADDITIONAL SECURITIES


         This registration  statement is filed in accordance with the provisions
of General  Instruction E to Form S-8 for the purpose of registering  additional
shares of common stock for offer and sale under the Mobius  Management  Systems,
Inc. 1996 Stock  Incentive  Plan and the Mobius  Management  Systems,  Inc. 1998
Employee  Stock Purchase  Plan.  The contents of the  Registrant's  Registration
Statement  on Form S-8 as filed with the  Commission  on June 25, 1998 (File No.
333-57695) is  incorporated  herein by reference.  Unless  otherwise  specified,
capitalized  terms herein  shall have the meaning  ascribed to them in the prior
Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.   Exhibits.
          --------

          Exhibit Number       Description
          --------------       -----------

              5                Opinion of Kramer Levin Naftalis & Frankel LLP.

              23.1             Consent of KPMG LLP.

              23.2             Consent of Kramer  Levin  Naftalis & Frankel  LLP
                               (included in Exhibit 5 above).

              24.1             Power of Attorney  (contained  in Signature  Page
                               hereto).

              24.2             Power of Attorney (contained in Signature Page to
                               Form S-8, File No. 333-57695).

<PAGE>

                                   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 the  City of New  York,  State  of New  York,  on this 26 day of
October, 2000.

                                   MOBIUS MANAGEMENT SYSTEMS, INC.

                                   By: /s/ Mitchell Gross
                                       ----------------------------------------
                                   Name:  Mitchell Gross
                                   Title: Chairman of the Board,
                                          Chief Executive Officer and President


                        POWER OF ATTORNEY AND SIGNATURES

We, the undersigned  officers and directors of Mobius Management Systems,  Inc.,
hereby severally  constitute and appoint Mitchell Gross and Dave Gordon and each
of them singly, our true and lawful attorneys,  with full power to them and each
of them singly,  to sign for us in our names in the capacities  indicated below,
all pre-effective and post-effective  amendments to this registration  statement
and any other registration  statement (and any amendment thereto) filed with the
Securities and Exchange  Commission with respect to the Plans listed on the face
of this  registration  statement and generally do all things in our names and on
our behalf in such  capacities  to enable  Mobius  Management  Systems,  Inc. to
comply with the  provisions  of the  Securities  Act of 1993, as amended and all
requirements of the Securities and Exchange Commission.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has been signed by the  following  persons on October 26, 2000 in the
capacities indicated.

    Signature                                 Title(s)
    ---------                                 --------
/s/  Mitchell Gross                    Chairman of the Board, Chief
-----------------------                Executive Officer, President and Director
Mitchell Gross

*______________________                Director
Joseph J. Albracht
*______________________                Director
Peter J. Barris
*______________________                Director
Edward F. Glassmeyer

/s/  Dave Gordon                       Interim Chief Financial Officer and
-----------------------                Principal Accounting Officer
Dave Gordon

/s/  Gary G. Greenfield                Director
-----------------------
Gary G. Greenfield

*______________________                Director
Kenneth P. Kopelman

/s/  Robert H. Levitan                 Director
----------------------
Robert H. Levitan


*/s/  Mitchell Gross
----------------------
Mitchell Gross
Attorney-In-Fact


                                      -4-

<PAGE>

Pursuant to the  requirements  of the  Securities Act of 1933, the trustees have
duly  caused  this  registration  statement  to be signed  on its  behalf by the
following person on October 26, 2000, in the capacity indicated.

/s/ Mobius Management Systems, Inc.
1998 Employee Stock Purchase Plan
-----------------------------------
Mobius Management Systems, Inc
1998 Employee Stock Purchase Plan


BY:  /s/ Dave Gordon
     ------------------------------
     Name: Dave Gordon
     Authorized Signatory


                                      -5-

<PAGE>

                                  EXHIBIT INDEX


         Exhibit Number       Description
         --------------       -----------

         5                    Opinion of Kramer Levin Naftalis & Frankel LLP.

         23.1                 Consent of KPMG LLP.

         23.2                 Consent of Kramer  Levin  Naftalis  & Frankel  LLP
                              (included in Exhibit 5 above).

         24.1                 Power of Attorney  (contained  in  Signature  Page
                              hereto).

         24.2                 Power of Attorney  (contained in Signature Page to
                              Form S-8, File No. 333-57695).


                                      -6-
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 9728}]
{"company-data": {"conformed-name": "MOBIUS MANAGEMENT SYSTEMS INC", "cik": "0001025148", "assigned-sic": "7372", "irs-number": "133078745", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48678", "film-number": "746475"}, "business-address": {"street1": "120 OLD POST ROAD", "city": "RYE", "state": "NY", "zip": "10580", "phone": "9146377200"}, "mail-address": {"street1": "120 OLD POST RD", "city": "RYE", "state": "NY", "zip": "10580"}}
As filed with the Securities and Exchange Commission on October 26, 2000

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------

                         MOBIUS MANAGEMENT SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                         13-3078745
            --------                                         ----------
   (State or Other Jurisdiction of                         (I.R.S. Employer
   Incorporation or Organization)                        Identification Number)

                                120 Old Post Road
                               Rye, New York 10580
                    (Address of Principal Executive Offices)
                                 ---------------

                         MOBIUS MANAGEMENT SYSTEMS, INC.
                            1996 STOCK INCENTIVE PLAN
                         MOBIUS MANAGEMENT SYSTEMS, INC.
                        1998 EMPLOYEE STOCK PURCHASE PLAN

                            (Full Title of the Plan)
                                 ---------------

                                 Mitchell Gross
          Chairman of the Board, Chief Executive Officer and President
                         Mobius Management Systems, Inc.
                                120 Old Post Road
                               Rye, New York 10580
                     (Name and Address of Agent for Service)

                                 (914) 921-7200
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:

                            Kenneth P. Kopelman, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100
CALCULATION OF REGISTRATION FEE

  -------------------------------------------------------------------------------------------------------------------------
  Title of Securities to be   Amount to be       Proposed Maximum Offering   Proposed Maximum Aggregate    Amount of
  Registered                  Registered         Price Per Share(1)          Offering Price                Registration Fee
  -------------------------------------------------------------------------------------------------------------------------
Common Stock (par value        707,900               $2.828                      $2,001,941                 $529.00
  $0.0001 per share)
  -------------------------------------------------------------------------------------------------------------------------
(1)      Estimated,  solely for the purpose of calculating the  registration fee
         pursuant to Rule 457(c) under the  Securities  Act of 1933, as amended.
         The Proposed  Maximum  Offering Price Per Share is based on the average
         of the high and low prices  reported by the Nasdaq  National  Market on
         October 24, 2000,  which is within five (5) business  days prior to the
         date of this Registration Statement.

                                       -2
MOBIUS MANAGEMENT SYSTEMS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                      REGISTRATION OF ADDITIONAL SECURITIES

         This registration  statement is filed in accordance with the provisions
of General  Instruction E to Form S-8 for the purpose of registering  additional
shares of common stock for offer and sale under the Mobius  Management  Systems,
Inc. 1996 Stock  Incentive  Plan and the Mobius  Management  Systems,  Inc. 1998
Employee  Stock Purchase  Plan.  The contents of the  Registrant's  Registration
Statement  on Form S-8 as filed with the  Commission  on June 25, 1998 (File No.
333-57695) is  incorporated  herein by reference.  Unless  otherwise  specified,
capitalized  terms herein  shall have the meaning  ascribed to them in the prior
Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.   Exhibits.
          --------

          Exhibit Number       Description
          --------------       -----------

              5                Opinion of Kramer Levin Naftalis & Frankel LLP.

              23.1             Consent of KPMG LLP.

              23.2             Consent of Kramer  Levin  Naftalis & Frankel  LLP
                               (included in Exhibit 5 above).

              24.1             Power of Attorney  (contained  in Signature  Page
                               hereto).

              24.2             Power of Attorney (contained in Signature Page to
                               Form S-8, File No. 333-57695).
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 the  City of New  York,  State  of New  York,  on this 26 day of
October, 2000.

                                   MOBIUS MANAGEMENT SYSTEMS, INC.

                                   By: /s/ Mitchell Gross
                                       ----------------------------------------
                                   Name:  Mitchell Gross
                                   Title: Chairman of the Board,
                                          Chief Executive Officer and President

                        POWER OF ATTORNEY AND SIGNATURES

We, the undersigned  officers and directors of Mobius Management Systems,  Inc.,
hereby severally  constitute and appoint Mitchell Gross and Dave Gordon and each
of them singly, our true and lawful attorneys,  with full power to them and each
of them singly,  to sign for us in our names in the capacities  indicated below,
all pre-effective and post-effective  amendments to this registration  statement
and any other registration  statement (and any amendment thereto) filed with the
Securities and Exchange  Commission with respect to the Plans listed on the face
of this  registration  statement and generally do all things in our names and on
our behalf in such  capacities  to enable  Mobius  Management  Systems,  Inc. to
comply with the  provisions  of the  Securities  Act of 1993, as amended and all
requirements of the Securities and Exchange Commission.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has been signed by the  following  persons on October 26, 2000 in the
capacities indicated.

    Signature                                 Title(s)
    ---------                                 --------
/s/  Mitchell Gross                    Chairman of the Board, Chief
-----------------------                Executive Officer, President and Director
Mitchell Gross

*______________________                Director
Joseph J. Albracht
*______________________                Director
Peter J. Barris
*______________________                Director
Edward F. Glassmeyer

/s/  Dave Gordon                       Interim Chief Financial Officer and
-----------------------                Principal Accounting Officer
Dave Gordon

/s/  Gary G. Greenfield                Director
-----------------------
Gary G. Greenfield

*______________________                Director
Kenneth P. Kopelman

/s/  Robert H. Levitan                 Director
----------------------
Robert H. Levitan

*/s/  Mitchell Gross
----------------------
Mitchell Gross
Attorney-In-Fact

                                      -4-
Pursuant to the  requirements  of the  Securities Act of 1933, the trustees have
duly  caused  this  registration  statement  to be signed  on its  behalf by the
following person on October 26, 2000, in the capacity indicated.

/s/ Mobius Management Systems, Inc.
1998 Employee Stock Purchase Plan
-----------------------------------
Mobius Management Systems, Inc
1998 Employee Stock Purchase Plan

BY:  /s/ Dave Gordon
     ------------------------------
     Name: Dave Gordon
     Authorized Signatory

                                      -5-
EXHIBIT INDEX

         Exhibit Number       Description
         --------------       -----------

         5                    Opinion of Kramer Levin Naftalis & Frankel LLP.

         23.1                 Consent of KPMG LLP.

         23.2                 Consent of Kramer  Levin  Naftalis  & Frankel  LLP
                              (included in Exhibit 5 above).

         24.1                 Power of Attorney  (contained  in  Signature  Page
                              hereto).

         24.2                 Power of Attorney  (contained in Signature Page to
                              Form S-8, File No. 333-57695).

                                      -6-