As  filed  with  the  Securities  and  Exchange  Commission  on  June  25,  1998
                                                       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
                         MOBIUS MANAGEMENT SYSTEMS, INC.
                  1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plans)
                                 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
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                           Proposed                     Proposed
                                                           Maximum                      Maximum
Title of                                                   Offering                     Aggregate                    Amount of
Securities to                 Amount to be                 Price Per                    Offering                     Registration
be Registered                 Registered(1)                Share(2)                     Price                        Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                          <C>                          <C>                          <C>    
Common                        3,835,500                    $11.875                       $45,546,563                  $13,436
Stock (par                    shares
value $0.0001
per share)
===================================================================================================================================
</TABLE>
(1)  Plus such  additional  number of shares as may be required  pursuant to the
     1998 Mobius Management Systems, Inc. Employee Stock Purchase Plan.
(2)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) of the  Securities  Act of 1933, as amended,  based upon the
     average of the high and low sales prices for the Common  Stock  reported on
     the Nasdaq National Market on June 24, 1998.



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference in this  Registration
Statement the following documents:

         (a) The Registrant's  Registration Statement No. 333-47117 on Form S-1,
as amended;

         (b) The Registrant's  Prospectus filed with the Securities and Exchange
Commission (the  "Commission")  on April 28, 1998 pursuant to Rule 424(b) of the
Securities Act of 1933, as amended (the "Securities Act") in connection with the
above referenced Registration Statement on Form S-1, in which there is set forth
the  audited   financial   statements  of  the  Registrant   which  present  the
Registrant's  financial  position as of June 30, 1997 and  December 31, 1997 and
the Registrant's  results of operations and cash flows for the fiscal year ended
June  30,  1997  and for the six  month  period  ended  December  31,  1997,  as
supplemented by Prospectus Supplement No.1 filed with the Commission pursuant to
rule 424(b) on May 13, 1998;

         (c) The  Registrant's  Registration  Statement  on Form 8-A  (File  No.
000-24077),  filed with the Commission on April 23, 1998,  which  incorporates a
description of the Common Stock, including any amendment or report filed for the
purpose of updating such description; and

         (d) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (b) above.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  on Form  S-8 and to be a part  hereof  from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         The legality of the issuance of the shares has been passed upon for the
Registrant by Kramer,  Levin,  Naftalis & Frankel ("Kramer  Levin").  Kenneth P.
Kopelman,  a partner  at Kramer  Levin,  is a member  of  Registrant's  board of
directors  and owns  options  to  purchase  10,000  shares of Common  Stock.  In
addition,  Mr. Kopelman may be deemed to be the beneficial owner of 1,500 shares
of Common Stock owned by his minor children.

Item 6.  Indemnification of Directors and Officers.

         Article  EIGHTH  of  the  Registrant's   Second  Amended  and  Restated
Certificate  of  Incorporation  (the "Restated  Certificate  of  Incorporation")
provides that no director of the Registrant  shall be personally  liable for any
monetary  damages for any breach of  fiduciary  duty as a  director,  except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve  intentional  misconduct  or a knowing  violation  of law,  (iii)  under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived any improper personal benefit.


                                       -2-



<PAGE>



         Article NINTH of the Registrant's Restated Certificate of Incorporation
provides that the Registrant  shall to the fullest extent  permitted by Delaware
law, as in effect from time to time,  indemnify  each director or officer of the
Registrant or of any of its  wholly-owned  subsidiaries who was or is a party or
is threatened to be made a party to any litigation or other legal proceeding, by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent  of the  Registrant  or of any of its  subsidiaries  (provided  that  such
person's  actions  subject to such  proceeding were taken in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests of the Registrant,  and, with respect to any criminal proceeding,  had
no  reasonable  cause to believe his or her conduct  was  unlawful)  against all
expense,  liability and loss  (including,  but not limited to,  attorneys' fees,
judgments, fines, excise taxes or penalties with respect to any employee benefit
plan or  otherwise,  and amounts paid or to be paid in  settlement)  incurred or
suffered  by such  director  or  officer  in  connection  with such  proceeding;
provided,  however,  that,  except for  proceedings  to recover claims made by a
director or officer against the Registrant  pursuant to such Article NINTH,  the
Registrant  shall not be  obligated  to  indemnify  a  director  or  officer  in
connection  with a proceeding  not  authorized  by the Board of Directors of the
Registrant and initiated by such director or officer  against (i) the Registrant
or any of its subsidiaries,  (ii) any person who is or was a director,  officer,
employee or agent of the Registrant or any of its subsidiaries  and/or (iii) any
person or entity  which is or was  controlled,  controlled  by, or under  common
control with the Registrant or has or had business relations with the Registrant
or any of its subsidiaries.

         The right to  indemnification  conferred by such Article NINTH includes
the right to be paid by the Registrant the expenses  incurred in connection with
the  defense or  investigation  of any such  proceeding  in advance of its final
disposition;  provided,  however, that if and to the extent that Delaware law so
requires,  the payment of such expense in advance of the final  disposition of a
proceeding shall be made only upon delivery to the Registrant of an undertaking,
by or on behalf of such  director or officer or former  director or officer,  to
repay all amounts so advanced if it shall  ultimately  be  determined  that such
director  or  officer  or former  director  or  officer  is not  entitled  to be
indemnified by the Registrant.

         Article NINTH of the Registrant's Restated Certificate of Incorporation
further provides that the indemnification provided therein is not exclusive, and
provides that in the event that the Delaware General  Corporation Law is amended
to expand the indemnification  permitted to directors or officers the Registrant
must indemnify  those persons to the fullest extent  permitted by such law as so
amended.

         Section 145 of the Delaware  General  Corporation  Law provides  that a
corporation has the power to indemnify a director, officer, employee or agent of
the  corporation  and  certain  other  persons  serving  at the  request  of the
corporation in related  capacities against amounts paid and expenses incurred in
connection  with an action or  proceeding  to which he is or is threatened to be
made by a party by reason of such  position,  if such person shall have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best  interests of the  corporation,  and, in any criminal  proceeding,  if such
person had no  reasonable  cause to believe his conduct was  unlawful;  provided
that, in the case of actions brought by or in the right of the  corporation,  no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation  unless and only to the
extent that the  adjudicating  court  determines  that such  indemnification  is
proper under the circumstances.

         The Company has obtained directors and officers liability insurance for
the benefit of its directors and certain of its officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.


                                       -3-



<PAGE>



Item 8.  Exhibits.

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

                      4.1           Second  Amended and Restated  Certificate of
                                    Incorporation of the Registrant,  as amended
                                    (incorporated by reference to Exhibit 3.1 to
                                    the  Registrant's  Amendment  No.  2 to  the
                                    Registration Statement No. 333-47117 on Form
                                    S-1 (the  "Registration  Statement"),  filed
                                    with the Commission on April 2, 1998).

                      4.2           Amended   and   Restated   By-laws   of  the
                                    Registrant  (incorporated  by  reference  to
                                    Exhibit  3.2  to  Amendment  No.  2  to  the
                                    Registration   Statement,   filed  with  the
                                    Commission on April 2, 1998).

                      5             Opinion   of  Kramer,   Levin,   Naftalis  &
                                    Frankel.

                      10.1          Mobius Management  Systems,  Inc. 1996 Stock
                                    Incentive Plan,  together with the amendment
                                    thereto   (incorporated   by   reference  to
                                    Exhibit 10.1 to the Registration  Statement,
                                    filed with the  Commission  on February  27,
                                    1998 and to Exhibit 10.2 to Amendment  No. 1
                                    to the  Registration  Statement,  filed with
                                    the Commission on March 11, 1998).

                      10.2          Mobius   Management   Systems,   Inc.   1998
                                    Employee Stock  Purchase Plan  (incorporated
                                    by  reference  to Exhibit  10.3 to Amendment
                                    No. 1 to the Registration  Statement,  filed
                                    with the Commission on March 11, 1998).

                      10.3          Mobius   Management   Systems,   Inc.   1998
                                    Non-Employee   Director  Stock  Option  Plan
                                    (incorporated  by  reference to Exhibit 10.4
                                    to  Amendment  No.  1  to  the  Registration
                                    Statement,  filed  with  the  Commission  on
                                    March 11, 1998).

                      23.1          Consent of KPMG Peat Marwick LLP.

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

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  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.

         (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  therein,  and the
offering of such  securities  at the time shall be deemed to be the initial bona
fide offering thereof.


                                       -4-



<PAGE>



         (3) To remove from  registration by means of  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 (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  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.

         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.


                                       -5-



<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 24th day of
June, 1998.

                                       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 Joseph J. Albracht
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 June 25,  1998 in the
capacities indicated.

Signature                                       Title(s)
---------                                       --------

/s/ MITCHELL GROSS           Chairman of the Board, Chief Executive Officer,
-------------------------    President (Principal Executive Officer) and
Mitchell Gross               Director


/s/ JOSEPH J. ALBRACHT       Executive Vice President, Chief Operating Officer,
-------------------------    Secretary and Director
Joseph J. Albracht

/s/ E. KEVIN DAHILL          Vice President, Chief Financial Officer and
-------------------------    Treasurer
E. Kevin Dahill              (Principal Financial and Accounting Officer)

/s/ PETER J. BARRIS          Director
-------------------------
Peter J. Barris


/s/ EDWARD F. GLASSEMEYER    Director
-------------------------
Edward F. Glassemeyer


 /s/ KENNETH P. KOPELMAN     Director
-------------------------
Kenneth P. Kopelman



<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 June 25, 1998, 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/ E. Kevin Dahill
     ------------------------------
         E. Kevin Dahill
         Chief Financial Officer and
         Authorized Signatory



<PAGE>



                                  EXHIBIT INDEX


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

        4.1                            Second  Amended and Restated  Certificate
                                       of  Incorporation  of the Registrant,  as
                                       amended  (incorporated  by  reference  to
                                       Exhibit 3.1 to the Registrant's Amendment
                                       No. 2 to the  Registration  Statement No.
                                       333-47117 on Form S-1 (the  "Registration
                                       Statement"), filed with the Commission on
                                       April 2, 1998).

        4.2                            Amended  and  Restated   By-laws  of  the
                                       Registrant  (incorporated by reference to
                                       Exhibit  3.2 to  Amendment  No.  2 to the
                                       Registration  Statement,  filed  with the
                                       Commission on April 2, 1998).

        5                              Opinion  of  Kramer,  Levin,  Naftalis  &
                                       Frankel.

        10.1                           Mobius  Management  Systems,   Inc.  1996
                                       Stock Incentive  Plan,  together with the
                                       amendment   thereto    (incorporated   by
                                       reference   to   Exhibit   10.1   to  the
                                       Registration  Statement,  filed  with the
                                       Commission  on  February  27, 1998 and to
                                       Exhibit  10.2 to  Amendment  No. 1 to the
                                       Registration  Statement,  filed  with the
                                       Commission on March 11, 1998).

        10.2                           Mobius  Management  Systems,   Inc.  1998
                                       Employee      Stock     Purchase     Plan
                                       (incorporated  by  reference  to  Exhibit
                                       10.3   to   Amendment   No.   1  to   the
                                       Registration  Statement,  filed  with the
                                       Commission on March 11, 1998).

        10.3                           Mobius  Management  Systems,   Inc.  1998
                                       Non-Employee  Director  Stock Option Plan
                                       (incorporated  by  reference  to  Exhibit
                                       10.4   to   Amendment   No.   1  to   the
                                       Registration  Statement,  filed  with the
                                       Commission on March 11, 1998).

        23.1                           Consent of KPMG Peat Marwick LLP.

        23.2                           Consent  of  Kramer,  Levin,  Naftalis  &
                                       Frankel (included in Exhibit 5 above).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 24901}]
{"company-data": {"conformed-name": "MOBIUS MANAGEMENT SYSTEMS INC", "cik": "0001025148", "assigned-sic": "7372", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57695", "film-number": "98654061"}, "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  June  25,  1998
                                                       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
                         MOBIUS MANAGEMENT SYSTEMS, INC.
                  1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plans)
                                 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
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                           Proposed                     Proposed
                                                           Maximum                      Maximum
Title of                                                   Offering                     Aggregate                    Amount of
Securities to                 Amount to be                 Price Per                    Offering                     Registration
be Registered                 Registered(1)                Share(2)                     Price                        Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common                        3,835,500                    $11.875                       $45,546,563                  $13,436
Stock (par                    shares
value $0.0001
per share)
===================================================================================================================================
(1)  Plus such  additional  number of shares as may be required  pursuant to the
     1998 Mobius Management Systems, Inc. Employee Stock Purchase Plan.
(2)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) of the  Securities  Act of 1933, as amended,  based upon the
     average of the high and low sales prices for the Common  Stock  reported on
     the Nasdaq National Market on June 24, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference in this  Registration
Statement the following documents:

         (a) The Registrant's  Registration Statement No. 333-47117 on Form S-1,
as amended;

         (b) The Registrant's  Prospectus filed with the Securities and Exchange
Commission (the  "Commission")  on April 28, 1998 pursuant to Rule 424(b) of the
Securities Act of 1933, as amended (the "Securities Act") in connection with the
above referenced Registration Statement on Form S-1, in which there is set forth
the  audited   financial   statements  of  the  Registrant   which  present  the
Registrant's  financial  position as of June 30, 1997 and  December 31, 1997 and
the Registrant's  results of operations and cash flows for the fiscal year ended
June  30,  1997  and for the six  month  period  ended  December  31,  1997,  as
supplemented by Prospectus Supplement No.1 filed with the Commission pursuant to
rule 424(b) on May 13, 1998;

         (c) The  Registrant's  Registration  Statement  on Form 8-A  (File  No.
000-24077),  filed with the Commission on April 23, 1998,  which  incorporates a
description of the Common Stock, including any amendment or report filed for the
purpose of updating such description; and

         (d) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (b) above.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  on Form  S-8 and to be a part  hereof  from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         The legality of the issuance of the shares has been passed upon for the
Registrant by Kramer,  Levin,  Naftalis & Frankel ("Kramer  Levin").  Kenneth P.
Kopelman,  a partner  at Kramer  Levin,  is a member  of  Registrant's  board of
directors  and owns  options  to  purchase  10,000  shares of Common  Stock.  In
addition,  Mr. Kopelman may be deemed to be the beneficial owner of 1,500 shares
of Common Stock owned by his minor children.

Item 6.  Indemnification of Directors and Officers.

         Article  EIGHTH  of  the  Registrant's   Second  Amended  and  Restated
Certificate  of  Incorporation  (the "Restated  Certificate  of  Incorporation")
provides that no director of the Registrant  shall be personally  liable for any
monetary  damages for any breach of  fiduciary  duty as a  director,  except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve  intentional  misconduct  or a knowing  violation  of law,  (iii)  under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived any improper personal benefit.

                                       -2-
Article NINTH of the Registrant's Restated Certificate of Incorporation
provides that the Registrant  shall to the fullest extent  permitted by Delaware
law, as in effect from time to time,  indemnify  each director or officer of the
Registrant or of any of its  wholly-owned  subsidiaries who was or is a party or
is threatened to be made a party to any litigation or other legal proceeding, by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent  of the  Registrant  or of any of its  subsidiaries  (provided  that  such
person's  actions  subject to such  proceeding were taken in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests of the Registrant,  and, with respect to any criminal proceeding,  had
no  reasonable  cause to believe his or her conduct  was  unlawful)  against all
expense,  liability and loss  (including,  but not limited to,  attorneys' fees,
judgments, fines, excise taxes or penalties with respect to any employee benefit
plan or  otherwise,  and amounts paid or to be paid in  settlement)  incurred or
suffered  by such  director  or  officer  in  connection  with such  proceeding;
provided,  however,  that,  except for  proceedings  to recover claims made by a
director or officer against the Registrant  pursuant to such Article NINTH,  the
Registrant  shall not be  obligated  to  indemnify  a  director  or  officer  in
connection  with a proceeding  not  authorized  by the Board of Directors of the
Registrant and initiated by such director or officer  against (i) the Registrant
or any of its subsidiaries,  (ii) any person who is or was a director,  officer,
employee or agent of the Registrant or any of its subsidiaries  and/or (iii) any
person or entity  which is or was  controlled,  controlled  by, or under  common
control with the Registrant or has or had business relations with the Registrant
or any of its subsidiaries.

         The right to  indemnification  conferred by such Article NINTH includes
the right to be paid by the Registrant the expenses  incurred in connection with
the  defense or  investigation  of any such  proceeding  in advance of its final
disposition;  provided,  however, that if and to the extent that Delaware law so
requires,  the payment of such expense in advance of the final  disposition of a
proceeding shall be made only upon delivery to the Registrant of an undertaking,
by or on behalf of such  director or officer or former  director or officer,  to
repay all amounts so advanced if it shall  ultimately  be  determined  that such
director  or  officer  or former  director  or  officer  is not  entitled  to be
indemnified by the Registrant.

         Article NINTH of the Registrant's Restated Certificate of Incorporation
further provides that the indemnification provided therein is not exclusive, and
provides that in the event that the Delaware General  Corporation Law is amended
to expand the indemnification  permitted to directors or officers the Registrant
must indemnify  those persons to the fullest extent  permitted by such law as so
amended.

         Section 145 of the Delaware  General  Corporation  Law provides  that a
corporation has the power to indemnify a director, officer, employee or agent of
the  corporation  and  certain  other  persons  serving  at the  request  of the
corporation in related  capacities against amounts paid and expenses incurred in
connection  with an action or  proceeding  to which he is or is threatened to be
made by a party by reason of such  position,  if such person shall have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best  interests of the  corporation,  and, in any criminal  proceeding,  if such
person had no  reasonable  cause to believe his conduct was  unlawful;  provided
that, in the case of actions brought by or in the right of the  corporation,  no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation  unless and only to the
extent that the  adjudicating  court  determines  that such  indemnification  is
proper under the circumstances.

         The Company has obtained directors and officers liability insurance for
the benefit of its directors and certain of its officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                       -3-
Item 8.  Exhibits.

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

                      4.1           Second  Amended and Restated  Certificate of
                                    Incorporation of the Registrant,  as amended
                                    (incorporated by reference to Exhibit 3.1 to
                                    the  Registrant's  Amendment  No.  2 to  the
                                    Registration Statement No. 333-47117 on Form
                                    S-1 (the  "Registration  Statement"),  filed
                                    with the Commission on April 2, 1998).

                      4.2           Amended   and   Restated   By-laws   of  the
                                    Registrant  (incorporated  by  reference  to
                                    Exhibit  3.2  to  Amendment  No.  2  to  the
                                    Registration   Statement,   filed  with  the
                                    Commission on April 2, 1998).

                      5             Opinion   of  Kramer,   Levin,   Naftalis  &
                                    Frankel.

                      10.1          Mobius Management  Systems,  Inc. 1996 Stock
                                    Incentive Plan,  together with the amendment
                                    thereto   (incorporated   by   reference  to
                                    Exhibit 10.1 to the Registration  Statement,
                                    filed with the  Commission  on February  27,
                                    1998 and to Exhibit 10.2 to Amendment  No. 1
                                    to the  Registration  Statement,  filed with
                                    the Commission on March 11, 1998).

                      10.2          Mobius   Management   Systems,   Inc.   1998
                                    Employee Stock  Purchase Plan  (incorporated
                                    by  reference  to Exhibit  10.3 to Amendment
                                    No. 1 to the Registration  Statement,  filed
                                    with the Commission on March 11, 1998).

                      10.3          Mobius   Management   Systems,   Inc.   1998
                                    Non-Employee   Director  Stock  Option  Plan
                                    (incorporated  by  reference to Exhibit 10.4
                                    to  Amendment  No.  1  to  the  Registration
                                    Statement,  filed  with  the  Commission  on
                                    March 11, 1998).

                      23.1          Consent of KPMG Peat Marwick LLP.

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

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  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.

         (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  therein,  and the
offering of such  securities  at the time shall be deemed to be the initial bona
fide offering thereof.

                                       -4-
(3) To remove from  registration by means of  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 (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  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.

         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.

                                       -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 the City of New  York,  State of New  York,  on this 24th day of
June, 1998.

                                       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 Joseph J. Albracht
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 June 25,  1998 in the
capacities indicated.

Signature                                       Title(s)
---------                                       --------

/s/ MITCHELL GROSS           Chairman of the Board, Chief Executive Officer,
-------------------------    President (Principal Executive Officer) and
Mitchell Gross               Director

/s/ JOSEPH J. ALBRACHT       Executive Vice President, Chief Operating Officer,
-------------------------    Secretary and Director
Joseph J. Albracht

/s/ E. KEVIN DAHILL          Vice President, Chief Financial Officer and
-------------------------    Treasurer
E. Kevin Dahill              (Principal Financial and Accounting Officer)

/s/ PETER J. BARRIS          Director
-------------------------
Peter J. Barris

/s/ EDWARD F. GLASSEMEYER    Director
-------------------------
Edward F. Glassemeyer

 /s/ KENNETH P. KOPELMAN     Director
-------------------------
Kenneth P. Kopelman
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 June 25, 1998, 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/ E. Kevin Dahill
     ------------------------------
         E. Kevin Dahill
         Chief Financial Officer and
         Authorized Signatory
EXHIBIT INDEX

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

        4.1                            Second  Amended and Restated  Certificate
                                       of  Incorporation  of the Registrant,  as
                                       amended  (incorporated  by  reference  to
                                       Exhibit 3.1 to the Registrant's Amendment
                                       No. 2 to the  Registration  Statement No.
                                       333-47117 on Form S-1 (the  "Registration
                                       Statement"), filed with the Commission on
                                       April 2, 1998).

        4.2                            Amended  and  Restated   By-laws  of  the
                                       Registrant  (incorporated by reference to
                                       Exhibit  3.2 to  Amendment  No.  2 to the
                                       Registration  Statement,  filed  with the
                                       Commission on April 2, 1998).

        5                              Opinion  of  Kramer,  Levin,  Naftalis  &
                                       Frankel.

        10.1                           Mobius  Management  Systems,   Inc.  1996
                                       Stock Incentive  Plan,  together with the
                                       amendment   thereto    (incorporated   by
                                       reference   to   Exhibit   10.1   to  the
                                       Registration  Statement,  filed  with the
                                       Commission  on  February  27, 1998 and to
                                       Exhibit  10.2 to  Amendment  No. 1 to the
                                       Registration  Statement,  filed  with the
                                       Commission on March 11, 1998).

        10.2                           Mobius  Management  Systems,   Inc.  1998
                                       Employee      Stock     Purchase     Plan
                                       (incorporated  by  reference  to  Exhibit
                                       10.3   to   Amendment   No.   1  to   the
                                       Registration  Statement,  filed  with the
                                       Commission on March 11, 1998).

        10.3                           Mobius  Management  Systems,   Inc.  1998
                                       Non-Employee  Director  Stock Option Plan
                                       (incorporated  by  reference  to  Exhibit
                                       10.4   to   Amendment   No.   1  to   the
                                       Registration  Statement,  filed  with the
                                       Commission on March 11, 1998).

        23.1                           Consent of KPMG Peat Marwick LLP.

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