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

                         AMENDMENT NO. 1 ON FORM 10-K/A
                                  TO FORM 10-K

                       FOR ANNUAL AND TRANSITIONAL REPORTS
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934


                     For the Fiscal Year Ended June 30, 2000


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                           Commission File No. 0-24077

                         Mobius Management Systems, Inc.
             (Exact Name of Registrant as Specified in Its Charter)


              Delaware                                         13-3078745
    (State or Other Jurisdiction                            (I.R.S. Employer
  of Incorporation or Organization)                        Identification No.)

     120 Old Post Road, Rye, New York                              10580
  (Address of Principal Executive Office)                        (Zip Code)

       Registrant's telephone number, including area code: (914) 921-7200
                             ----------------------

           Securities registered pursuant to Section 12(b) of the Act:

     Title of Each Class               Name of Each Exchange on Which Registered
  Common Stock, $.0001 par value                         NASDAQ


           Securities registered pursuant to Section 12(g) of the Act:
                                      NONE
                             ----------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.


                                 Yes [X] No [ ]


Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]


The  aggregate  market  value  of  the  registrant's   Common  Stock,   held  by
non-affiliates of the registrant,  based on the closing sale price of the Common
Stock on  September  18,  2000 as reported on NASDAQ,  was  approximately  $38.0
million.  Shares of Common  Stock held by each  officer and director and by each
person who owns 5% or more of the outstanding common stock have been excluded in
that such  persons may be deemed  affiliates.  This  determination  of affiliate
status is not necessarily a conclusive determination for other purposes.


As of  September  18, 2000,  there were  18,116,600  shares of the  registrant's
Common Stock outstanding.


                      Documents Incorporated by Reference:

                                      NONE


<PAGE>

                         MOBIUS MANAGEMENT SYSTEMS, INC.

                                   FORM 10-K/A

                                      INDEX

                                                                           Page
                                                                           ----

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant..................2
Item 11.  Executive Compensation..............................................6
Item 12.  Security Ownership of Certain Beneficial Owners and Management.....11
Item 13.  Certain Relationships and Related Transactions.....................13
Signature


                                       1

<PAGE>

Mobius Management Systems, Inc.

Amendment  No. 1 on Form  10-K/A to the Annual  Report on Form 10-K for the Year
Ended June 30, 2000

         In  compliance  with  General  Instruction  G (3)  to  Form  10-K,  the
following  Items  were  omitted  from the Form 10-K  filed by Mobius  Management
Systems,  Inc. on September  28, 2000,  and such Form 10-K is hereby  amended to
include Part III as hereinafter set forth, not later than 120 days after the end
of the fiscal year.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

INFORMATION CONCERNING DIRECTORS

         There are currently seven members of the Board of Directors.  The Board
is divided into three classes with terms  expiring,  respectively,  at the 2000,
2001 and 2002 annual meeting of  stockholders.  All Mobius directors are elected
for  three-year  terms,  except Robert H. Levitan who was elected for a two year
term. Personal information on each of our directors is given below.

         The Board  oversees the  management  of the Company on your behalf.  It
reviews Mobius' long-term  strategic plans and exercises direct  decision-making
authority in key areas. The Board chooses the Chief Executive Officer,  sets the
scope of his authority to manage Mobius'  business day to day, and evaluates his
performance.

         Six  of  Mobius'  seven  directors  are  not  Mobius  employees.   Only
non-employee directors serve on Mobius' Audit and Compensation committees.

         The Board met four times during fiscal 2000. Each director attended all
of the  meetings of the Board  except  Peter J. Barris who  attended  two of the
meetings of the Board. In addition, since Robert H. Levitan became a Director of
the Company  after the last Board  meeting in fiscal 2000,  Mr.  Levitan did not
attend any of the meetings of the Board.

                                       2

<PAGE>

DIRECTORS

         Set forth  below are the  names,  ages,  positions  and  certain  other
information concerning the current Directors of Mobius.

Mitchell Gross......................   Co-Founder  of  Mobius.  President  since
Age 50                                 1981 and  Chairman of the Board and Chief
Director since 1981                    Executive  Officer since 1996.  Mr. Gross
                                       was an officer in the U.S. Navy,  serving
                                       on nuclear  submarines,  from  1971-1976.
                                       Holds a B.S.  in  mechanical  engineering
                                       from   Columbia   University   School  of
                                       Engineering  and  Applied  Science  and a
                                       M.B.A. in finance from The Wharton School
                                       at the University of Pennsylvania.

Gary G. Greenfield..................   President and Chief Executive  Officer of
Age 45                                 MERANT plc (software development company)
Director since 1998                    since 1998.  Holds a M.S. in  information
                                       systems from George Washington University
                                       and a M.B.A from Harvard Business School.
                                       Serves  as  a  director  of  MERANT  plc,
                                       Hyperion  Solutions,   Inc.  and  Managed
                                       Object Solutions.

Edward F. Glassmeyer................   Co-Founder  of  Oak  Investment  Partners
Age 59                                 (venture  capital  firm) and its  General
Director Since 1997                    Partner  since  1978.  Holds a B.A.  from
                                       Princeton  University  and a M.B.A.  from
                                       the Tuck  School  at  Dartmouth  College.
                                       Serves as a Director of TheStreet.com.


Kenneth P. Kopelman.................   Partner  of  Kramer   Levin   Naftalis  &
Age 49                                 Frankel   LLP(1)  (law  firm).   Attended
Director since 1997                    Cornell  University (A.B.) and the London
                                       School of Economics and received his J.D.
                                       from Columbia  University  School of Law.
                                       Serves as a  Director  of Liz  Claiborne,
                                       Inc.

Joseph J. Albracht..................   Co-founder  of  Mobius.   Executive  Vice
Age 51                                 President  and  Secretary  from  1981  to
Director since 1981                    1999,  Chief Operating  Officer from 1996
                                       to 1999 and Treasurer  from 1981 to 1996.
                                       Holds a B.S. in operations research and a
                                       M.B.A.    from     Pennsylvania     State
                                       University.

Peter J. Barris.....................   General    Partner,     New    Enterprise
Age 48                                 Associates  (venture  capital firm) since
Director since 1997                    1993.   Holds   a  B.S.   in   electrical
                                       engineering from Northwestern  University
                                       and a  M.B.A.  from the  Tuck  School  at
                                       Dartmouth  College.  Serves as a director
                                       of Career Builder, Inc. and PCOrder.com.


Robert H. Levitan...................   Co-founder and Chief Executive Officer of
Age 39                                 Flooz.com.  Co-founder  of  iVillage.com.
Director since 2000                    Holds a B.A. in history and public policy
                                       studies from Duke University. Serves as a
                                       director of New York Cares.

-----------------
(1)      Kramer  Levin has served as legal  counsel to Mobius since its founding
         in 1981.

                                       3

<PAGE>

DIRECTOR COMPENSATION

         Mobius employees  receive no extra pay for serving as directors.  Prior
to January 1, 2000,  non-employee  directors were not paid any  compensation for
their  service  or for  attendance  at  meetings.  The  Company  reimbursed  its
directors for their out-of-pocket  expenses incurred in the performance of their
duties as  directors of the Company.  On January 18, 2000,  the Board  adopted a
resolution in which non-employee directors are each paid $10,000 annual retainer
fee for serving on the Board, payable quarterly in advance, and are paid meeting
fees of $1,250  for each Board  meeting  attended  and $500 for each  telephonic
Board meeting  attended,  each payable  promptly  after each  meeting.  With the
exception of Gary G.  Greenfield,  each  non-employee  director will be paid the
above fees retroactively as of January 1, 2000. Mr. Greenfield has been paid the
above fees retroactively as of January 1, 1999 and he was paid a meeting fee for
attending a telephonic meeting on December 4, 1998. In addition, Kramer Levin is
paid Mr. Kopelman's  standard rates for time Mr. Kopelman devotes to preparation
for and attendance at Board meetings.

         The Mobius Non-Employee  Directors' 1998 Stock Option Plan provides for
the grant to Mobius directors of non-qualified  stock options to purchase Mobius
shares.  These  include  an  initial  grant  of  10,000  options,  made  upon  a
non-employee  director's first election to the Board, as well as an annual grant
of 10,000  options,  made at each annual  meeting to those  directors  having at
least nine months of Board  service on the grant date.  All such options have an
exercise price equal to the fair market value of the underlying Mobius shares on
the date of grant.

INFORMATION CONCERNING EXECUTIVE OFFICERS

         Set forth  below are the  names,  ages,  positions  and  certain  other
information  concerning  the  current  Executive  Officers  of Mobius.  Personal
information on Mitchell Gross is given above.  Executive officers are elected by
the Board and serve  until the next  meeting of the Board  following  the annual
meeting of stockholders  and until their  successors have been duly executed and
qualified.

Name                          Position
----                          --------

Mitchell Gross                Chairman of the Board, Chief Executive Officer and
                              President.

Sandra A. Becker              Senior Vice President, Marketing since 1998. Prior
                              to joining  Mobius,  Ms.  Becker was  employed  by
                              Ceridian  Employer  Services as Vice  President of
                              Marketing and held several  marketing and strategy
                              leadership positions for U.S. West Communications.
                              Holds a B.S.  from College of St.  Catherine and a
                              M.B.A. from the University of Minnesota.

David J. Gordon               Interim Chief  Financial  Officer since June 2000.
                              Joined  Mobius in 1987 and served as  Director  of
                              Finance from 1999-2000, Controller from 1987-1999.
                              Holds a B.A. in  Accounting  from  Queens  College
                              N.Y.

                                       4

<PAGE>

Karry                         Kleeman  Vice  President,  World Sales since 1999.
                              Joined   Mobius   in  1990  and   served  as  Vice
                              President,  Sales (North and South  America)  from
                              1997-1999,  National  Sales  Manager  from 1995 to
                              1997 and Regional Manager from 1992 to 1995. Holds
                              a B.A. in marketing from Elmhurst College.

Robert Lawrence               Vice President,  Product  Engineering  since 1992.
                              Joined  Mobius in 1985.  Holds a B.S.  in  physics
                              from the University of Massachusetts.

Mario Pelleschi               Vice  President,  Sales  (Europe,  Middle East and
                              Africa) since 1998.  Prior to joining Mobius,  Mr.
                              Pelleschi was employed by Computer Associates from
                              1981 to 1997,  initially as a Branch Manager,  and
                              as   Managing    Director    of   the    following
                              subsidiaries:  Switzerland,  1981 to 1985; Brazil,
                              1985 to 1987;  Germany  1987 to 1995;  and France,
                              1995 to  1997.  Holds a Swiss  Federal  Degree  in
                              Electronic Engineering.

Joseph                        Tinnerello  Vice President,  Business  Development
                              since  January,  1998.  Joined  Mobius in 1990 and
                              served as Vice President, Sales from 1995 to 1997.
                              Following a personal leave of absence, left Mobius
                              from October 1997 through  January 1998. From 1988
                              to  1989,  Mr.  Tinnerello  served  as a  Regional
                              Manager with Legent Software.

Hiromasa Yazaki               Vice  President,  Sales  (North  Asia) since 1999.
                              Prior to joining  Mobius,  Mr. Yazaki was employed
                              by Kodak  Japan Ltd. in 1997 and 1998 as a General
                              Manger/Consumer  Imaging Marketing and employed by
                              Informix K.K. in 1996 as Director of Sales.  Holds
                              a B.A. from Dokkyo University.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires the Company's  directors and  executive  officers,  and persons who own
more than 10% of the  Company's  common  stock,  to file reports of ownership on
Form 3 and changes in  ownership  on Form 4 or 5 with the SEC.  Such  directors,
executive  officers  and 10%  stockholders  are also  required  by SEC  rules to
furnish the Company  with  copies of all  Section  16(a) forms they file.  Based
solely  upon its  review of copies of such forms  received  by it, or on written
representations  from  certain  reporting  persons  that no other  filings  were
required for such persons, the Company believes that, during the year ended June
30, 2000,  all Section 16(a) filing  requirements  applicable to its  directors,
executive  officers and 10%  stockholders  were complied with except as follows:
David J.  Gordon  inadvertently  filed late the initial  Form 3 to disclose  his
holdings of the  Company's  Common  Stock at the time he was  appointed  Interim
Chief Financial Officer.

                                       5

<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

         The  following  table sets forth the  compensation  earned,  by Mobius'
Chief Executive Officer and the four other  highest-paid  executive officers for
the past three  fiscal  years.  The  individuals  included  in the table will be
collectively referred to as the "Named Officers."
<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

Name and Principal Position                                           Annual Compensation(1)
                                                                                     All Other
                                                                                       Annual           All Other
                                           Year         Salary         Bonus      Compensation (2)      Compensation
                                           ----         ------         -----      ----------------      ------------

<S>                                        <C>           <C>             <C>         <C>        <C>        <C>
Mitchell Gross                             2000          $200,000        $75,252                $0         $84,948(3)
  Chairman of the Board,                   1999           200,000              0                 0          61,632(3)
  Chief Executive Officer and              1998           200,000        150,335                 0          46,050(3)
  President
Karry Kleeman                              2000           125,000          6,126      310,501                       0
  Vice President, World Sales              1999           125,000         60,267      325,972                       0
                                           1998           127,888         80,130      272,400                       0
Sandra A. Becker                           2000           190,000        142,658                 0          72,943(5)
  Senior Vice President, Marketing         1999        107,301(4)         71,250                 0          30,000(5)
                                           1998                --             --                --                 --
Joseph Tinnerello(6)                       2000           150,000            252           214,500                  0
  Vice President, Business Development     1999           150,000              0           198,000                  0
                                           1998           139,417              0        250,750(7)                  0
Robert Lawrence                            2000           193,737         43,875                 0                  0
  Vice President, Project Engineering      1999           170,000         48,423                 0         271,175(8)
                                           1998           163,332         47,087                 0                  0
</TABLE>

--------------------------
(1)      In accordance with the rules of the SEC, other compensation in the form
         of perquisites  and other  personal  benefits has been omitted in those
         instances  where the  aggregate  amount of such  perquisites  and other
         personal benefits constituted less than the lesser of $50,000 or 10% of
         the total annual salary and bonuses for the named executive officer for
         such year.
(2)      Consists of sales commissions and non-recoverable draws.
(3)      Includes  premiums on insurance,  car premiums and tax preparation fees
         added to  compensation.  Also  includes  the grossed up amount to cover
         taxes.
(4)      Ms. Becker was employed by Mobius for  approximately 7 months of fiscal
         1999.
(5)      Includes relocation expenses.
(6)      Mr.  Tinnerello  was not  employed  by Mobius  from  October 1, 1997 to
         January 15, 1998.
(7)      Includes  $160,000  advance  against future  commissions.  See "Certain
         Relationships   and  Related   Transactions  -  Relationship  with  Mr.
         Tinnerello" on page 13.
(8)      Disqualifying  disposition of shares  obtained  through the exercise of
         incentive stock options.

BOARD COMMITTEES

         The  Board  appoints  committees  to help  carry out its  duties.  Each
committee  reviews the results of its  meetings  with the full Board.  The Board
established  its committees in February 1998 in connection  with Mobius' initial
public offering.

                                       6

<PAGE>

         The Audit Committee is responsible for accounting and internal  control
matters.  Subject to stockholder and Board approval,  the Committee  chooses the
independent public accountants to audit Mobius' financial statements and reviews
the scope,  results and costs of the audit with such accountants.  The Committee
also reviews the financial  statements and  accounting and control  practices of
Mobius. The Audit Committee consists of Messrs. Barris and Glassmeyer. The Audit
Committee met one time last year.

         The   Compensation   Committee   oversees   compensation   for  Mobius'
executives,  including salary, bonus and incentive awards. The Committee is also
responsible for  administering  Mobius' 1996 Stock Incentive Plan,  Mobius' 1998
Employee  Stock  Purchase Plan and Mobius' 1998  Executive  Incentive  Plan. The
Compensation   Committee  consists  of  Messrs.   Barris  and  Glassmeyer.   The
Compensation Committee met two times last year.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION


Overview

         The  Compensation  Committee,  which  during  fiscal 2000  consisted of
Messrs. Barris and Glassmeyer:

          (1)  reviews and approves the compensation of Mr. Gross;

          (2)  approves the general policies  applicable to salaries and bonuses
               for the other executive  officers and reviews and acts on bonuses
               for those officers; and

          (3)  makes  recommendations  to the full Board and  senior  management
               with  respect  to the  adoption  and  administration  of  Mobius'
               compensation programs.

         Our  executive  compensation  program is designed  to attract,  retain,
motivate  and reward the  management  talent our  company  needs to achieve  its
business  goals and  maintain its  leadership  in the  increasingly  competitive
environment of enterprise software products.

         The three  major  components  of our  compensation  program are salary,
annual bonus and stock options.

         The salary and bonus components of Mobius'  executive  compensation are
designed to facilitate the fulfillment of the following objectives:

          (1)  keeping competent management;

          (2)  rewarding  management for the  achievement of short and long term
               accomplishments;

          (3)  aligning  the  interests  of  management  with the  interests  of
               Mobius' stockholders; and

                                       7

<PAGE>

          (4)  relating  executive  compensation to the achievement of our goals
               and financial performance.

Salary

         We base  salary  on an  executive's  knowledge,  skills  and  level  of
responsibility as well as the economic and business conditions affecting Mobius.
Other factors we consider are:

          (1)  competitive  positioning (comparing Mobius' salary structure with
               salaries paid by other companies);

          (2)  Mobius' own business performance; and

          (3)  general economic factors.

Annual Bonus

         We give our  executives  annual  bonuses to provide  an  incentive  and
reward for short-term  financial  success and long-term  Company growth.  Annual
bonuses link compensation in significant part to Mobius'  financial  performance
and is determined solely by the Compensation Committee.

Stock Options

         We use stock  options as a long-term,  non-cash  incentive and to align
the  long-term  interests of  executives  and  stockholders.  Stock  options are
awarded based upon the market price of the Common Stock on the date of grant and
are  linked  to  future  performance  of our stock  because  they do not  become
valuable to the holder unless the price of our stock  increases  above the price
on the date of grant.  The number of stock options  granted to an executive as a
form of non-cash compensation is determined by the following factors:

          (1)  number of stock options previously granted to an executive;

          (2)  the executive's remaining options exercisable; and

          (3)  the value of those  remaining  stock options,  as compared to the
               anticipated  value  that an  executive  will add to Mobius in the
               future.

Employee Stock Purchase Plan

         The Employee  Stock Purchase Plan commenced in fiscal 1999 and provides
employees who wish to acquire our common stock with the  opportunity to purchase
Mobius  shares  with  a  convenient  way  of  doing  so by  accumulated  payroll
deductions.  We believe that  employee  participation  in ownership of Mobius on
this basis will be to the mutual benefit of the employees and Mobius.

                                       8

<PAGE>

Executive Incentive Plan

         The Executive  Incentive  Plan  ("Incentive  Plan") was  established in
fiscal  1998  and  participation  in the  Incentive  Plan is  limited  to  those
executives and key employees who, in the judgment of the Compensation Committee,
are in a position to have a  significant  impact on the  performance  of Mobius.
Awards under the Incentive  Plan are based upon the extent to which  performance
goals  established by the  Compensation  Committee for a designated  performance
period  are   satisfied.   The  Incentive  Plan  also  provides  for  grants  of
discretionary  bonuses.  As of October 27, 2000, there were no awards made under
the Incentive Plan.

Compensation of the Chief Executive Officer

         Mr.  Gross is one of the  founders  of  Mobius.  He  beneficially  owns
approximately 5,561,500 shares of Common Stock constituting  approximately 30.7%
of the total amount outstanding.  Accordingly, his interest is very much aligned
with the interest of all  stockholders and Mobius has not considered it sensible
to relate Mr. Gross's  compensation  to Mobius'  performance  through  long-term
stock  incentives  such as  restricted  stock  or  stock  options.  Mr.  Gross's
compensation  package consists  primarily of salary and bonus. The levels of his
salary  and bonus are  established  in Mr.  Gross's  employment  agreement.  The
members of the Compensation  Committee granted Mr. Gross a bonus attributable to
his success in achieving certain goals during fiscal 2000.

                                            Peter J. Barris
                                            Edward F. Glassmeyer

Stock Options

         The following table contains information  concerning the grant of stock
options  under the Company's  1996 Stock  Incentive  Plan to the Named  Officers
during the 2000 fiscal year.

                        OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
Individual Grants
-------------------------------------------------------------------------------------------------------------------
Name                                Number of Securities   % of Underlying Options   Exercise Price   Expiration
                                    Underlying Options     Granted to Employees in   ($/Share)        Date
                                    Granted(#)(1)          Fiscal Year
-------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                      <C>                   <C>          <C>   <C>
Sandra A. Becker                          20,000                   3.6 %                 $4.00        10/12/09
-------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(1)      Options  were granted on October 12, 1999 and have a maximum term of 10
         years measured from the grant date,  subject to earlier  termination in
         the event of the  optionee's  cessation  of service  with the  Company.
         4,000 of the stock options became  exercisable on the first anniversary
         of the grant date and 1,000 of the remaining  stock options will become
         exercisable every three months thereafter.

                                       9

<PAGE>

Option Exercises and Holdings

         The table  below  sets  forth  information  with  respect  to the Named
Officers  concerning  their  exercise of options during the 2000 fiscal year and
the unexercised options held by them as of the end of such year.
<TABLE>
<CAPTION>

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

                           Shares                           Number of Securities       Value of Unexercised in-the-
                           ------                           --------------------       ----------------------------
                                           Value           Underlying Unexercised         Money Options at Fiscal
                         Acquired on      Realized       Options at Fiscal Year-End            Year-End ($)(1)
Name                      Exercise        ($)(1)
                                                          Exercisable    Unexercisable   Exercisable    Unexercisable
                                                          -----------    -------------   -----------    -------------
<S>                           <C>            <C>               <C>             <C>           <C>             <C>
Mitchell Gross                0              $--               0               0             $--             $--
Karry Kleeman                 0               --            252,727         87,273         394,247         168,963
Sandra A. Becker              0               --             23,999         76,001            --            11,260
Joseph Tinnerello             0               --            220,000         60,000            --              --
Robert Lawrence             30,000         150,000           96,000        108,000         318,048         357,804
</TABLE>

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

(1)      Based on the closing  sale price on the Nasdaq  National  Market of the
         Common Stock on June 30, 2000 of $4.5630.

STOCK PERFORMANCE GRAPH

         The following graph depicts a comparison of the cumulative total return
(assuming the reinvestment of dividends) for a $100 investment on April 28, 1998
(the date we completed our initial public  offering) in each of the Common Stock
of Mobius (at a closing  price of $18.25 per share),  Goldman  Sachs  Technology
Software Index (a published  industry index),  and the Nasdaq Composite (a broad
market index).  The Company paid no dividends during the period shown. The graph
lines merely connect measurement dates and do not reflect  fluctuations  between
those dates.
<TABLE>
<CAPTION>

                                       April 28, 1998       June 30, 1998      June 30,1999        June 30,2000
                                       --------------       -------------      ------------        ------------
<S>                                       <C>                   <C>                <C>                 <C>
Mobius                                    $   100               $   82.19          $   45.21           $   24.99
Goldman Sachs                                 100                  107.33             152.85              259.17
Technology Software Index
Nasdaq Composite                              100                  103.44             146.64              216.52
</TABLE>

                                       10

<PAGE>

ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  shows how much  Mobius  Common  Stock each Named
Officer,  each  non-employee  director,  and certain  stockholders  known by the
Company to be the  beneficial  owner of more than 5% of the  outstanding  Common
Stock, owned as of September 15, 2000.
<TABLE>
<CAPTION>

Name and Address of  Named Executive
Officers, Certain Stockholders and
Directors / Nominees                                                           Shares Owned(1)   Percent of Class
--------------------                                                           --------------    ----------------

<S>           <C>                                                                 <C>                <C>
Mitchell Gross(2)
c/o Mobius Management Systems, Inc.
120 Old Post Road                                                                  5,561,500         30.7%
Rye, New York 10580 ..........................................................

Joseph J. Albracht
c/o Mobius Management Systems, Inc.
120 Old Post Road                                                                  3,933,500         21.7%
Rye, New York 10580...........................................................

Oak Investment Partners VI, Limited Partnership(3)
One Gorham Island                                                                  1,065,500         5.9%
WestPort, CT  06680...........................................................

Karry Kleeman(4)
c/o Mobius Management Systems, Inc.
600 West Fulton Street                                                             270,727           1.5%
Chicago, IL 60661 ............................................................

Robert Lawrence (5)
c/o Mobius Management Systems, Inc.
120 Old Post Road                                                                  252,000           1.4%
Rye, New York 10580...........................................................

Joseph Tinnerello(6)
c/o Mobius Management Systems, Inc.
600 West Fulton Street                                                             230,600           1.3%
Chicago, IL 60661.............................................................

Peter J. Barris(7)
c/o New Enterprise Associates
11951 Freedom Drive                                                                 52,398            *
Reston, VA 20190..............................................................

Edward F. Glassmeyer(8)
c/o Oak Investments
1 Gorham Island                                                                    1,109,006         6.1%
Westport, CT 06880............................................................

Gary G. Greenfield (9)
c/o MERANT plc
9420 Key West Avenue                                                               20,481            *
Rockville, MD 20850...........................................................

                                               11

<PAGE>

Name and Address of  Named Executive
Officers, Certain Stockholders and
Directors / Nominees                                                           Shares Owned(1)   Percent of Class
--------------------                                                           --------------    ----------------

<S>           <C>                                                                 <C>                <C>
Kenneth P. Kopelman(10)
c/o Kramer, Levin, Naftalis & Frankel
919 Third Avenue                                                                   23,850            *
New York, NY 10022............................................................

Robert H. Levitan(11)
c/o Flooz.com, Inc.
1071 Avenue of the Americas; 10th Floor                                            10,000            *
New York, NY  10018...........................................................

Sandra A. Becker(12)
c/o Mobius Management Systems, Inc.
120 Old Post Road                                                                  39,429            *
Rye, New York 10580...........................................................

All Executive Officers and Directors
as a group (14 persons) ......................................................     11,648,431        61.4%
</TABLE>

-------------------
*  Less than 1%

(1)      Beneficial  ownership is determined in accordance with the rules of the
         Securities  and Exchange  Commission  ("SEC"),  and generally  includes
         voting power and/or investment power with respect to securities. Shares
         of Common Stock subject to options currently exercisable or exercisable
         within 60 days ("Currently Exercisable Options") are deemed outstanding
         for computing the percentage  beneficially  owned by the person holding
         such  options  but  are  not  deemed   outstanding  for  computing  the
         percentage beneficially owned by any other person.
(2)      Includes  3,732,259 shares of Common Stock held by HARMIT, LP, of which
         Mitchell Gross and Harriet Gross,  the spouse of Mr. Gross, are general
         partners.
(3)      Includes  47,056  shares of Common Stock held by its  affiliate Oak VII
         Affiliates Fund, Limited Partnership.
(4)      Includes  269,727  shares  issuable  pursuant to Currently  Exercisable
         Options.
(5)      Includes  132,000  shares  issuable  pursuant to Currently  Exercisable
         Options.
(6)      Includes  220,000  shares  issuable  pursuant to Currently  Exercisable
         Options.
(7)      Includes  6,381 shares held in the Barris  Family  Trust.  Includes 272
         shares  held  by  NEA  General  Partners,  L.P.  Mr.  Barris  disclaims
         beneficial  ownership  of these  shares  except  to the  extent  of his
         pecuniary  interest  therein  arising  from his  affiliation  with such
         entity.  Also  includes  20,000 shares  issuable  pursuant to Currently
         Exercisable Options.
(8)      Includes  998,900  shares of Common  Stock and 19,544  shares  issuable
         pursuant  to  Currently  Exercisable  Options  held  by Oak  Investment
         Partners VI, Limited  Partnership and 46,600 shares of Common Stock and
         456 shares issuable pursuant to Currently  Exercisable  Options held by
         Oak VI Affiliates Fund, Limited  Partnership.  Mr. Glassmeyer disclaims
         beneficial  ownership  of these  shares  except  to the  extent  of his
         pecuniary  interest  therein  arising  from his  affiliation  with such
         entities.  Also  includes  5,244  shares  (of which  1,865  shares  are
         beneficially owned by EFG Trust and 3,379 shares are beneficially owned
         by  EFG  Trust  II)  received  by  Mr.   Glassmeyer  from  an  in  kind
         distribution  by Oak  Investment  Partners  VI,  L.P.  pro  rata to its
         partners in  accordance  with their  beneficial  ownership  without any
         additional consideration.
(9)      Includes  20,000  shares  issuable  pursuant to  Currently  Exercisable
         Options.
(10)     Includes  1,500 shares of Common Stock held in trust by Mr.  Kopelman's
         wife, as trustee,  for Mr.  Kopelman's  three minor  children and 2,350
         shares of Common Stock held jointly by Mr.  Kopelman and his wife.  Mr.
         Kopelman disclaims  beneficial  ownership to such shares. Also includes
         20,000 shares issuable pursuant to Currently Exercisable Options.
(11)     Includes  10,000  shares  issuable  pursuant to  Currently  Exercisable
         Options.
(12)     Includes  31,999  shares  issuable  pursuant to  Currently  Exercisable
         Options.  Also  includes  6,930  shares  issuable  pursuant to the 1998
         Employee Stock Purchase Plan.

                                       12

<PAGE>


ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Relationship With Kramer Levin Naftalis & Frankel LLP

         Since 1981 we have  engaged,  and we plan to  continue  to engage,  the
Kramer Levin law firm to provide us with legal counsel.  Mr. Kopelman,  a member
of our Board,  is a partner of Kramer  Levin  Naftalis & Frankel LLP. We believe
that fees charged by Kramer Levin are at rates and on terms no less favorable to
us than could have been obtained from unaffiliated third parties.

Relationship With Mr. Tinnerello

         Following a personal  leave,  on September  30, 1997, we entered into a
severance   agreement  with  Mr.  Joseph  Tinnerello,   presently  Mobius'  Vice
President,  Business  Development,  pursuant  to which Mr.  Tinnerello  left our
employment  on  October  1,  1997 and  agreed  to  certain  non-competition  and
non-solicitation  restrictions  in  consideration  for (1) the  acceleration  of
80,000 options to purchase shares of our common stock previously  granted to him
and (2) the grant of 100,000 new options to purchase  shares of our common stock
at an exercise price equal to the fair market value of the shares at the time of
the grant.  Due to his  termination and the terms of Mobius' 1996 Employee Stock
Incentive Plan, Mr.  Tinnerello  forfeited 640,000 options to purchase shares of
common stock that were previously granted to him in November,  1996. On December
26, 1997, Mr.  Tinnerello agreed to return to Mobius effective January 15, 1998.
On December 28, 1997, we agreed to advance  $160,000 to Mr.  Tinnerello  against
future  commissions.  As of September 15, 2000,  the full amount of such advance
remains  outstanding.  Such  monies (net of  applicable  taxes) were used by Mr.
Tinnerello to exercise  options to purchase  80,000  shares of common stock.  On
January 15, 1998, we granted Mr.  Tinnerello  options to purchase 180,000 shares
of common stock in accordance  with and on terms similar to, our standard hiring
practices.

Agreements With Employees

         In February,  1998, we entered into employment  agreements with each of
Messrs.  Gross and Albracht  providing  for the  employment  of Mr. Gross as our
Chairman of the Board, Chief Executive Officer and President and Mr. Albracht as
our  Executive  Vice  President and Chief  Operating  Officer.  Each  employment
agreement  provides  for a three-year  term ending on April 27, 2001,  the third
anniversary  of our initial  public  offering.  Each provides for an annual base
salary  of not less than  $200,000  as well as an annual  bonus  based  upon our
performance in an amount determined solely by the Compensation  Committee of the
Board.  Each agreement also prohibits the executive from using the  confidential
information of Mobius for a period of three years  following the  termination of
his employment  (two years if he is terminated  other than for cause (as defined
therein))  and  contains  a  non-competition  covenant  pursuant  to  which  the
executive is prohibited  from competing  with Mobius during his employment  with
Mobius and for two years thereafter (one year if he is terminated other than for
cause).  The  agreements  further  provide that in the event that  employment is
terminated by Mobius without cause (as defined  therein) or by the executive for
good reason (as defined  therein),  the executive is entitled to receive (1) his
accrued but unpaid base salary and bonus through  April 27, 2001;  (2)

                                       13

<PAGE>

coverages  substantially  identical to those provided  immediately  prior to the
termination  for twelve months  following  April 27, 2001;  and (3) an aggregate
amount,  payable  in equal  semi-monthly  installments  over a  one-year  period
following  April 27, 2001,  equal to the aggregate of what his base salary would
have been for said period plus his maximum  bonus for such period,  but not less
than his highest annual bonus during the preceding  five years.  In the event of
death or  disability  of the  executive,  we will  continue  to make base salary
payments to the executive or his estate for twelve months  following  such death
or disability.

         In October 1999, Mr. Albracht ended his employment with the Company.

Compensation Committee Interlocks And Insider Participation

         The current members of our Board's  Compensation  Committee are Messrs.
Barris and Glassmeyer.  There are no compensation committee interlocks which are
required to be disclosed by applicable SEC rules. No member of our  Compensation
Committee serves as a member of the board of directors or compensation committee
of any other entity that has one or more executive  officers serving as a member
of our Board of Directors or Compensation Committee.


                                       14

<PAGE>

                                    SIGNATURE


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
and  Exchange  Act of 1934,  the  Registrant  has duly  caused  this Form 10-K/A
Amendment  No. 1 on Form  10-K to be signed  on its  behalf by the  undersigned,
thereunto duly authorized.

                                         MOBIUS MANAGEMENT SYSTEMS, INC.


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



Date:  October 30, 2000


                                       15