<PAGE>   1

===============================================================================

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

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

                                   FORM 10-Q


      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

              FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995

                       COMMISSION FILE NUMBER  0-17195


                        LANDMARK GRAPHICS CORPORATION
            (Exact name of Registrant as specified in its charter)

               DELAWARE                                         76-0029459 
   (State or other jurisdiction of                           (I.R.S. Employer 
   incorporation or organization)                           Identification No.)

         15150 MEMORIAL DRIVE                                   77079-4304
            HOUSTON, TEXAS                                      (Zip Code)
(Address of Principal executive office)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (713) 560-1000


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

The number of shares outstanding of the Registrant's common stock, $0.05 par
value, as of November 1, 1995 was 17,427,889.

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<PAGE>   2
                                     INDEX

                                                                          Page
                                                                          ----

                         PART I:  FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                                                                          
                                                                          


ITEM 1.  FINANCIAL STATEMENTS




    <S>                                                                   <C>
    Consolidated Balance Sheets -
         As of September 30, 1995 and June 30, 1995 . . . . . . . . . .    1

    Consolidated Statements of Operations -
         For the Three Months Ended September 30, 1995 and 1994 . . . .    2

    Consolidated Statements of Cash Flows -
         For the Three Months Ended September 30, 1995 and 1994 . . . .    3

    Notes to Consolidated Financial Statements  . . . . . . . . . . . .    4


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS OF   . . . . . . . . . .    9



                          PART II:  OTHER INFORMATION





ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . .   13


    Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
</TABLE>

<PAGE>   3





                         LANDMARK GRAPHICS CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                 (AMOUNTS IN THOUSANDS, EXCEPT PAR VALUE DATA)

<TABLE>
<CAPTION>
                                                                              September 30,           June 30,
                                                                                  1995                  1995
                                                                              -------------          ----------
                                                                               (Unaudited)
<S>                                                                            <C>                  <C>
      ASSETS
      Current assets:
          Cash and cash equivalents. . . . . . . . . . . . . . . . . . .        $  73,475            $   64,099
          Receivables:
              Trade accounts, net. . . . . . . . . . . . . . . . . . . .           41,934                51,984
              Current income tax receivable. . . . . . . . . . . . . . .            1,003                 1,003
              Accrued revenue and other receivables. . . . . . . . . . .            9,032                 7,838
          Inventory  . . . . . . . . . . . . . . . . . . . . . . . . . .            4,747                 4,340
          Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . .            4,146                 3,004
          Deferred income taxes, net of valuation allowance  . . . . . .            3,847                 3,847
                                                                                ---------            ----------
              Total current assets . . . . . . . . . . . . . . . . . . .          138,184               136,115

          Investments. . . . . . . . . . . . . . . . . . . . . . . . . .              857                   857
          Property and equipment, net. . . . . . . . . . . . . . . . . .           46,511                47,503
          Software development costs, net  . . . . . . . . . . . . . . .            8,641                 7,932
          Goodwill, net. . . . . . . . . . . . . . . . . . . . . . . . .           13,532                11,949
          Other assets, net. . . . . . . . . . . . . . . . . . . . . . .            7,035                 6,795
                                                                                ---------            ----------
          Total assets . . . . . . . . . . . . . . . . . . . . . . . . .        $ 214,760            $  211,151
                                                                                =========            ==========

      LIABILITIES AND STOCKHOLDERS' EQUITY
      Current liabilities:
          Accounts payable . . . . . . . . . . . . . . . . . . . . . . .        $  10,904            $    9,488
          Accrued liabilities. . . . . . . . . . . . . . . . . . . . . .           11,506                10,823
          Deferred maintenance fees. . . . . . . . . . . . . . . . . . .           13,558                14,597
          Income taxes payable . . . . . . . . . . . . . . . . . . . . .              426                 2,683
          Current maturities of long-term debt . . . . . . . . . . . . .            1,000                 1,007
                                                                                ---------            ----------
              Total current liabilities  . . . . . . . . . . . . . . . .           37,394                38,598

          Deferred income taxes, net of current portion  . . . . . . . .            2,590                 2,590
          Long-term debt . . . . . . . . . . . . . . . . . . . . . . . .           10,756                11,000
          Other long-term liabilities. . . . . . . . . . . . . . . . . .               66                    65
                                                                                ---------            ----------
          Total liabilities  . . . . . . . . . . . . . . . . . . . . . .           50,806                52,253

      Stockholders' equity:
          Common stock, $0.05 par value; 17,427 and 17,086
              shares issued, respectively  . . . . . . . . . . . . . . .              871                   854
          Paid-in capital. . . . . . . . . . . . . . . . . . . . . . . .          127,351               122,407
          Retained earnings. . . . . . . . . . . . . . . . . . . . . . .           35,732                35,637
                                                                                ---------            ----------
              Total common stockholders' equity  . . . . . . . . . . . .          163,954               158,898
                                                                                ---------            ----------
          Total liabilities and stockholders' equity . . . . . . . . . .        $ 214,760            $  211,151
                                                                                =========            ==========
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                      1
<PAGE>   4
                         LANDMARK GRAPHICS CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        Three Months Ended
                                                                           September 30,
                                                                   -----------------------------
                                                                       1995             1994
                                                                   ------------     ------------
                                                                                     (Restated)
<S>                                                                <C>              <C>
      Revenue:                                                   
        Software product sales . . . . . . . . . . . . . . . .     $     16,174     $     14,819
        Hardware product sales . . . . . . . . . . . . . . . .            6,674            5,984
        Maintenance and other. . . . . . . . . . . . . . . . .           16,962           10,964
                                                                   ------------     ------------
          Total revenue  . . . . . . . . . . . . . . . . . . .           39,810           31,767
                                                                 
      Cost of revenue:                                           
        Cost of software product sales . . . . . . . . . . . .            2,268            1,884
        Cost of hardware product sales . . . . . . . . . . . .            5,761            4,988
        Cost of maintenance and other. . . . . . . . . . . . .            8,656            6,911
                                                                   ------------     ------------
          Total cost of revenue. . . . . . . . . . . . . . . .           16,685           13,783
                                                                   ------------     ------------
            Gross profit . . . . . . . . . . . . . . . . . . .           23,125           17,984
                                                                   ------------     ------------
                                                                 
      Operating expenses:                                        
        Research and development . . . . . . . . . . . . . . .            4,906            4,318
        Selling, marketing and administrative  . . . . . . . .           15,633           12,464
        Merger costs . . . . . . . . . . . . . . . . . . . . .               66            1,153
        Restructuring and other non-recurring charges. . . . .            3,106            1,809
                                                                   ------------     ------------
          Total operating expenses . . . . . . . . . . . . . .           23,711           19,744
                                                                   ------------     ------------
                                                                 
      Loss from operations . . . . . . . . . . . . . . . . . .             (586)          (1,760)
      Other, net . . . . . . . . . . . . . . . . . . . . . . .            1,006              885
                                                                   ------------     ------------
                                                                 
      Income (loss) before income taxes  . . . . . . . . . . .              420             (875)
      Provision for income taxes . . . . . . . . . . . . . . .              126               97
                                                                   ------------     ------------
      Net income (loss)  . . . . . . . . . . . . . . . . . . .     $        294     $       (972)
                                                                   ============     ============
      Income (loss) per common and common                        
        equivalent share . . . . . . . . . . . . . . . . . . .     $       0.02     $      (0.06)
                                                                 
      Weighted average number of common and common               
        equivalent shares outstanding. . . . . . . . . . . . .           17,932           16,947
</TABLE>





   The accompanying notes are an integral part of these financial statements.





                                       2
<PAGE>   5
                        LANDMARK GRAPHICS CORPORATION
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (AMOUNTS IN THOUSANDS)
                                 (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                              Three Months Ended
                                                                                                 September 30,
                                                                                            -----------------------
                                                                                              1995          1994
                                                                                            --------      ---------
                                                                                                          (Restated)
<S>                                                                                         <C>          <C>
      Cash flows from operating activities:
       Net income (loss)                                                                    $     294    $     (972)
        Adjustments to reconcile net income (loss) to net cash provided
         by operating activities:
          Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,547         1,956
          Amortization of goodwill/other assets  . . . . . . . . . . . . . . . . . . .            476            50
          Amortization of capitalized software development costs . . . . . . . . . . .            975           716
          Restructuring charges/asset write-downs  . . . . . . . . . . . . . . . . . .            463             -
          Other  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            549           569

       Changes in assets and liabilities, net of the effects of purchased business:
         Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          8,526         9,133
         Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (502)       (2,118)
         Prepaid expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (1,052)           71
         Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             40           618  
         Accounts payable/accrued liabilities  . . . . . . . . . . . . . . . . . . . .          1,764         1,153 
         Deferred maintenance fees . . . . . . . . . . . . . . . . . . . . . . . . . .         (1,052)         (906)
         Deferred income taxes/income taxes payable  . . . . . . . . . . . . . . . . .         (1,243)       (1,329)
                                                                                             --------     ---------
          Net cash provided by operating activities. . . . . . . . . . . . . . . . . .         11,785         8,941
                    
       Cash flows from investing activities:
         Capital expenditures  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (2,028)       (2,171)
         Payment for business acquisitions, net of cash acquired   . . . . . . . . . .           (945)      (12,064)
         Capitalized software development costs  . . . . . . . . . . . . . . . . . . .         (1,334)         (808)
         Payment of contingent earn-out agreement  . . . . . . . . . . . . . . . . . .         (1,808)            -
         Proceeds from sale of property and equipment  . . . . . . . . . . . . . . . .             21           160
                                                                                             --------     ---------
          Net cash used in investing activities  . . . . . . . . . . . . . . . . . . .         (6,094)      (14,883)

       Cash flows from financing activities:                                               
         Reductions of debt  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (251)         (305)
         Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . .          3,936           453
         Issuance costs related to stock-based financing activities  . . . . . . . . .              -           (90)
                                                                                             --------     ---------
          Net cash provided by financing activities. . . . . . . . . . . . . . . . . .          3,685            58

       Net increase (decrease) in cash and cash equivalents  . . . . . . . . . . . . .          9,376        (5,884)
       Cash and cash equivalents at beginning of period  . . . . . . . . . . . . . . .         64,099        74,695
                                                                                             --------     ---------
       Cash and cash equivalents at end of period  . . . . . . . . . . . . . . . . . .       $ 73,475     $  68,811
                                                                                             ========     =========
</TABLE>

  The accompanying notes are an integral part of these financial statements.




                                       3

<PAGE>   6
                        LANDMARK GRAPHICS CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS

         The accompanying unaudited consolidated financial statements of 
Landmark Graphics Corporation and subsidiaries (the "Company") have been 
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission.  Accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These financial
statements should be read in conjunction with the audited financial statements
and accompanying notes included in the Company's 1995 Annual Report on Form
10-K.

         The consolidated financial statements for the three-month period ended
September 30, 1994 have been restated to give effect to acquisitions which have
been accounted for as poolings of interests (see "Acquisitions" below).

         The unaudited consolidated financial statements reflect all adjustments
(consisting only of normal recurring adjustments) which the Company considers
necessary for a fair presentation of the interim periods.  Results for the
interim periods are not necessarily indicative of results for the year.  All
significant intercompany balances and transactions have been eliminated.

         Certain prior year amounts have been reclassified to conform to the
current year presentation.

ACQUISITIONS

Tech Logic, Inc.

         On September 20, 1995, the Company acquired all of the outstanding
common stock of Tech Logic, Inc. ("Tech Logic"), a Woodinville, Washington
based company.  Tech Logic has developed an interactive, integrated 3D
geological modeling system known as IREX.

         In connection with the acquisition, the Company issued a total of
74,637 shares of its Common Stock in exchange for all of the outstanding common
stock of Tech Logic in a transaction accounted for as a pooling of interests. 
Due to the immateriality of this transaction and its effect on the historical
consolidated financial statements for prior periods, those statements have not
been restated to include the amounts of Tech Logic.  The total revenue and net 
income (does not include the $3.1 restructuring charge) amounts for the 30 
days of post merger combined operations approximated $26.5 million and 
$5.7 million, respectively.

GeoGraphix, Inc.

         On June 5, 1995, the Company acquired all of the outstanding common
stock of GeoGraphix, Inc. ("GeoGraphix"), a Denver, Colorado based company, in
a transaction accounted for as a pooling of interests and, accordingly, the
consolidated financial statements for the three-month period ended September
30, 1994 have been restated to include the accounts of GeoGraphix.





                                      4
<PAGE>   7
DRD Corporation

         On February 28, 1995 the Company purchased certain assets and assumed
certain liabilities of DRD Corporation ("DRD") of Tulsa, Oklahoma in exchange
for cash consideration of approximately $5.8 million. The Company also incurred
accounting, legal and investment banking costs of approximately $600,000
related to the acquisition.  The assets acquired primarily consisted of
drilling and completion engineering software applications as well as in-process
research and development activities. The acquisition was recorded using the
purchase method of accounting and, accordingly, the acquired operations have
been included in the results of operations since the date of acquisition.

MGI Associates, Inc.

         On September 29, 1994, the Company purchased all the issued and
outstanding capital stock of MGI Associates, Inc., ("MGA), a Company based in
Dallas, Texas, which develops personal computer-based economics and reservoir
engineering software products designed to aid asset teams, including production
and drilling engineers, in oil and gas exploration.  The Company acquired MGA
for consideration of approximately $13.3 million which consisted of cash of
$10.5 million paid to acquire the stock, $1.2 million paid to retire certain
related party debt and approximately $1.6 million of acquisition related costs.
The acquisition was recorded using the purchase method of accounting and,
accordingly, the acquired operations have been included in the results of
operations since the date of acquisition.

Stratamodel, Inc.

         On September 28, 1994, the Company acquired all of the equity interests
of Stratamodel, Inc. ("Stratamodel"), a Houston, Texas based company, in a
transaction accounted for as a pooling of interests and, accordingly, the
financial statements for the three-month period ended September 30, 1994 have
been restated to include the amounts of Stratamodel.

         Stratamodel's reservoir characterization and modeling software products
are designed to aid geoscientists in oil and gas exploration and production. 
In connection with the acquisition, the Company issued a total of 413,911
shares of its Common Stock, in exchange for all of the equity interests of
Stratamodel, which included common stock, stock options and warrants.  In
addition, the Company retired all of Stratamodel's outstanding debt of
approximately $510,000 and paid certain acquisition-related expenses of
Stratamodel of approximately $293,000.





                                      5
<PAGE>   8
          The revenues and net income (loss) amounts included in the 
accompanying results of operations are disclosed in the following table with 
Stratamodel's and GeoGraphix's amounts for the periods prior to the 
acquisitions presented separately (in thousands) (unaudited):

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                              September 30,
                                                       ------------------------------
                                                           1995               1994
                                                       -----------         ----------
                                                                           (Restated)
        <S>                                            <C>                 <C>
           Revenues
            Company. . . . . . . . . . . . .           $    39,810         $   28,404
            Stratamodel. . . . . . . . . . .                     -              1,790
            GeoGraphix . . . . . . . . . . .                     -              1,573
                                                       -----------         ----------
              Combined . . . . . . . . . . .           $    39,810         $   31,767
                                                       ===========         ==========                    

           Net income (loss)
            Company. . . . . . . . . . . . .           $       294         $    (639)
            Stratamodel. . . . . . . . . . .                     -              (441)
            GeoGraphix . . . . . . . . . . .                     -               108
                                                       -----------         ----------             
              Combined . . . . . . . . . . .           $       294         $    (972)
                                                       ===========         ==========             
</TABLE>


MERGER COSTS

          Merger costs for the three months ended September 30, 1995 include the
accounting and legal costs related to the acquisition of Tech Logic.  Merger
costs for the three months ended September 30, 1994 consisted primarily of the
accounting, legal and investment banking costs related to the completion of the
Stratamodel acquisition.

RESTRUCTURING CHARGES AND OTHER NON-RECURRING CHARGES

          In July 1995, the Company completed a five-year strategic planning
process which concluded with the decision to proactively realign resources.  A
restructuring charge of $3.1 million was recorded in the three months ended
September 30, 1995 to reflect severance costs for terminated employees,
facility consolidation and write-down of certain assets of the Company.

          In connection with the Stratamodel acquisition in the first quarter of
fiscal 1995, the Company adopted a restructuring plan in the three months ended
three months ended September 30, 1994 designed to eliminate redundancies and
consolidate operations.  Under the plan, the Company recorded approximately
$1.2 million in restructuring charges consisting of severance costs for
terminated employees and lease costs associated with duplicate facilities. 
Additionally, non-recurring charges of approximately $600,000 were incurred in
connection with the acquisition including relocation and other
acquisition-related costs.





                                       6
<PAGE>   9
INCOME PER COMMON AND COMMON EQUIVALENT SHARE

         Income per common and common equivalent share is computed using the
weighted average number of shares of common stock and common stock equivalents
outstanding during the period.  Common stock equivalents include the number of
shares issuable upon exercise of stock options, less the number of shares that
could have been repurchased with the exercise proceeds using the treasury stock
method.  In the case of a net loss, no shares are assumed to be issued upon
exercise of stock options because such shares would be antidilutive.

         For purposes of the income per share computation, the shares issued in
exchange for the equity interests of pooled entities have been treated as if
they had been issued and outstanding for all periods presented.

CASH FLOW INFORMATION

         Net cash provided by operating activities reflects cash payments for
interest and income taxes as follows (in thousands) (unaudited):

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                             September 30,
                                                        -----------------------
                                                          1995          1994
                                                        ---------     ---------
                                                                     (Restated)
                                                   
     <S>                                                 <C>          <C>
     Income taxes  . . . . . . . . . . . . . . . . .     $  1,154     $   1,251
     Interest  . . . . . . . . . . . . . . . . . . .          271           249
</TABLE>

         During the three month periods ended September 30, 1995 and 1994, there
were non-cash financing activities of $1,014,000 and $159,000, respectively,
relating to tax benefits received from the exercise of non-qualified stock
options by employees.

CONTINGENCIES

         Under the terms of the original MGA acquisition agreement, the Company
was obligated to make earn-out payments, based upon the financial performance
of MGA, over a period of four years with a net present value (as of July 1,
1994) of up to $6.0 million. On September 29, 1995, the stock purchase
agreement was amended to guarantee a total earn-out of $6.9 million,
conditional upon the results of an independent audit, and, payable over a
three-year period starting September 30, 1995.

         Additionally, in connection with the MGA transaction, the Company
acquired an option to purchase the equity interests of a related party in
exchange for a line of credit guarantee.  The option is exercisable no later
than October 31, 1997 at an exercise price which is based upon the related
party's financial results.  In no event will the net present value of the
option price be less than $8.0 million.





                                      7
<PAGE>   10

SUBSEQUENT EVENTS

        On November 6, 1995, Landmark's Board of Directors approved a plan for
the Company to repurchase shares of its Common Stock on the open market.  The
repurchase program is intended to minimize the dilutive effects of the
Company's employee stock option program on the Company's earnings per share. 
The Company anticipates purchasing approximately 320,000 shares during the next
twelve months.  The actual number of shares repurchased will depend upon
several factors, including the number of employee stock options exercised as
well as general market conditions and the Company's overall cash requirements.

        On October 19, 1995, Landmark's Board of Directors approved employment
contracts for ten of Landmark's officers that would be invoked upon a change in 
control of the Company. It is anticipated that these agreements will be
executed in December 1995.



                                      8
<PAGE>   11
ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

GENERAL

         Management's Discussion and Analysis of Financial Condition and
Results of Operations is the Company's analysis of its financial performance
and of significant trends which may impact future performance.  It should be
read in conjunction with the consolidated financial statements of the Company
and the related notes thereto. On September 20, 1995, the Company acquired all
of the outstanding common stock of Tech Logic, Inc. ("Tech Logic") in an
acquisition accounted for as a pooling of interests. On June 5, 1995, the
Company acquired all of the outstanding common stock of GeoGraphix, Inc.
("GeoGraphix"), in an acquisition accounted for as a pooling of interests. On
February 28, 1995, the Company purchased certain assets and assumed related
liabilities of DRD Corporation ("DRD") in an acquisition accounted for as a
purchase. On September 29, 1994, the Company acquired all of the outstanding
common stock of MGI Associates, Inc. ("MGA") in an acquisition accounted for as
a purchase. On September 28, 1994, the Company acquired all of the equity
interests of Stratamodel, Inc. ("Stratamodel") in an acquisition accounted for
as a pooling of interests.  Accordingly, the Company's consolidated financial
statements included elsewhere herein give effect to the acquisitions accounted 
for as pooling of interests for all periods presented and include the results 
of acquired operations accounted for as purchases and Tech Logic since dates 
of acquisition.  The following discussion should be read in conjunction with 
the consolidated financial statements and related notes thereto.

         The Company, incorporated in 1982, designs, markets and supports
software and systems which facilitate the exploration and production efforts of
oil and gas companies.  The Company derives revenues from licensing software
products, providing related services and reselling hardware. Customers pay the
Company an initial license fee for the software, which is generally recognized
by the Company upon shipment.  Customers have the option to pay an annual
maintenance fee, calculated as a percentage of current list price, which
entitles them to routine support and product updates.  The Company generally
recognizes revenue related to customer support agreements ratably over the
contract period.

         Many of the Company's customers are shifting from functional
organizations to interdisciplinary teams, which is creating the need for
integrated products and service sales.  Accordingly, the Company's sales,
marketing and support organizations are currently being reconfigured to better
address the emerging solutions market.  These solution sales have the longer
term potential of generating more recurring revenues, however, it can also 
lengthen customers' decision-making processes.

         The transition of the Company's sales organization will continue
throughout the current fiscal year.  This transition may diminish the Company's
growth prospects for the fiscal year 1996 but will position the Company with
the ongoing prospects that the market has to offer over the longer term.





                                      9
<PAGE>   12
RESULTS OF OPERATIONS

         Total revenue.  Total revenue for the first quarter of fiscal 1996
increased approximately $8.0 million, or 25 percent, as compared with the first
quarter of fiscal 1995.  The increase is primarily due to a 55 percent growth
in maintenance and other sales.

         Software product sales.  Software product sales consist of licensing
fees for the Company's proprietary and third party software.  Total software
product sales increased approximately $1.4 million, or 9 percent from the first
quarter of fiscal 1995.  Software product revenue as a percentage of total
revenue decreased from the same period in the prior year; however, this revenue
will continue to be a significant portion of total revenue.  Future growth in
software product sales is, in part, dependent upon the Company's ability to
bring innovative software products to the market ahead of its competitors.
Although the Company intends to introduce several new products during the
remainder of the fiscal year, there can be no assurance that these new products
will result in significant product revenue growth.

         Hardware product sales.  Hardware product sales relate to the resale
of third party computer hardware.  Hardware product sales increased $690,000
from the first quarter of fiscal 1995.  The increase in hardware product sales
was due primarily to a large international order which occurred in the current
quarter.

         Maintenance and other.   Maintenance and other revenue relate to
maintenance and support of the Company's hardware and software products as well
as revenue from other services, including consulting, offered to customers.
Maintenance and other revenue increased approximately $6.0 million, or 55
percent, in the first quarter of fiscal 1996 from the comparable period in
fiscal 1995.  This increase is primarily attributable to increased software
support sales, which continue to increase due to the growth in Landmark's
installed base and the resulting growth in maintenance contracts.

         Cost of software product sales.  Cost of software product sales as a
percentage of software product sales increased from 13 percent in the first
quarter of fiscal 1995 to 14 percent in the current quarter.  As the Company
develops and releases new products, software development costs and the related
amortization has and may continue to increase.  This increased amortization has
negatively impacted the software product margin in the current quarter.

         Cost of hardware product sales.  Cost of hardware product sales as a
percentage of hardware product sales increased to 86 percent in the current
quarter compared to 83 percent in the prior year first quarter.  The increase
is due to the Company's offering of sales discounts to customers in response to
competitive pressures, particularly in the United States market.  As price
competitiveness in the computer hardware industry persists, discounts and the
resulting impact on hardware product margins may continue.  Although hardware
contributes a lower margin, the Company plans to continue to offer hardware to
accommodate sales of software and services to customers who desire
comprehensive solutions.





                                      10
<PAGE>   13
         Cost of maintenance and other.  Cost of maintenance and other has
decreased as a percentage of the related revenue from 63 percent in the first
quarter of fiscal 1995 to 51 percent in the current quarter.  The favorable
impact on the maintenance and other margins was mainly attributable to the
increase in software support sales.

         Research and development.  Research and development costs increased
$588,000, or 14 percent, in the first quarter of fiscal 1996 compared to the
prior year first quarter.  As a percentage of revenue, research and development
costs were 12 percent and 14 percent in the three months ended September 30,
1995 and 1994, respectively.

         Selling, marketing and administrative.  Selling, marketing and
administrative expenses increased approximately $3.2 million, or 25 percent,
for the first quarter of fiscal 1996 from the comparable period in the prior
year.  The increase is primarily a result of increased costs associated from
the acquisitions accounted for as purchases and with expanding the scope of the
sales and distribution function, which included higher salary and other
personnel costs and commissions.  Amortization of goodwill increased $426,000
in the first quarter of fiscal 1996 compared to the prior year fiscal quarter. 
As a percentage of total revenue, these costs were 39 percent both in the 
current quarter and in the comparable quarter in fiscal 1995.

         Merger costs.  Merger costs for the three months ended September 30,
1995, include the accounting and legal costs related to the acquisition of Tech
Logic.  Merger costs for the three months ended September 30, 1994 consisted of
accounting, legal and investment banking costs related to the acquisition of
Stratamodel.

         Restructuring and other non-recurring charges.  In July 1995, the
Company completed a five-year strategic planning process which concluded with
the decision to proactively realign its resources.  A restructuring charge of
$3.1 million was recorded in the three months ended September 30, 1995 to
reflect severance costs for terminated employees, facility consolidation and
write-down of certain assets of the Company.

         In connection with the Stratamodel acquisition in the first quarter of
fiscal 1995, the Company adopted a restructuring plan designed to eliminate 
redundancies and consolidate operations.  Under the plan, the Company accrued 
approximately $1.2 million of severance costs for terminated employees and 
lease costs for duplicate facilities.  Additionally, $600,000 of non-recurring 
costs were recorded for relocation costs and other acquisition related charges.

         Other, net. Other, net increased approximately $121,000 from the first
quarter of fiscal 1995 to the current quarter. This increase is primarily
attributable to foreign currency translation gains and interest income from
higher interest rates earned on invested cash balances.

         Taxes.  Provisions for income taxes of $126,000 and $97,000 were
recorded in the three months ended September 30, 1995 and 1994, respectively.

FINANCIAL CONDITION AND LIQUIDITY

         Cash and cash equivalents increased approximately $9.4 million from
June 30, 1995.  This increase is mainly attributable to net cash provided by
operating activities of $11.8 million for the three months ended September 30,
1995.


                                      11

<PAGE>   14

         Trade accounts receivable decreased by $10.1 million due primarily to
the lower revenue recognized in the first quarter of fiscal 1996 as compared 
to the fourth quarter of fiscal 1995.  Management continues its emphasis on
improving collections, which has impacted the trade accounts receivable
balance and reduced the significant fluctuations experienced in days sales 
outstanding.  Management intends to focus efforts on maintaining days sales
outstanding within a 95 to 100 day range.

         Goodwill increased approximately $1.6 million from the balance at June
30, 1995.  This amount primarily relates to an earn-out payment of $1.8 million
for MGA acquisition and represents the cost in excess of fair value of the net
assets acquired.  The goodwill recorded will be amortized on a straight-line
basis over a period of seven years.

         Accounts payable and accrued liabilities increased approximately 
$2.1 million from June 30, 1995 due primarily to the timing of the receipt and 
payment of vendor invoices.  Based on the nature of these accounts, period to 
period fluctuations can be expected to continue.

         The Company's primary internal source of liquidity is cash flow
generated from operations.  External sources of liquidity include debt and
equity financing.  As of September 30, 1995, the Company had $14.0 million
available under a line of credit facility.  The Company believes funds
generated from operations will be sufficient to meet liquidity requirements in
the foreseeable future.

         Management continues to evaluate opportunities to acquire product
technologies or businesses complementary to the Company's business. These
acquisition opportunities may involve the use of cash or, depending upon the
size and terms of the acquisition, may require debt or equity financing.
Expenses associated with these potential acquisitions may have an adverse
impact on the Company's results of operations in the period the transactions
are consummated.

         Subsequent to September 30, 1995, the Company made payments of
approximately $11.8 million to pay off the outstanding amounts of the line of
credit facility and other debt.  This was done to improve the Company's net
interest income position and to allow maximum use of the line of credit for
future acquisitions.





                                      12
<PAGE>   15
PART II - OTHER INFORMATION


ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits
<TABLE>
<S>                                        <C>              <C>       <C>        <C>           <C>
                                           Sequen-
                                           tially           (If applicable)
                                           Numbered         Incorporation by reference from
Exhibit number and description             Page             Form      Date       File No.      Exhibit
------------------------------             ----             ----      ----       ---- ---      -------
</TABLE>

(2)     Plan of Acquisition, Reorganization, Arrangement, Liquidation or
        Succession

<TABLE>
<S>                                        <C>              <C>       <C>        <C>           <C>
     2.1    Stock Purchase Agreement
            by and among the Company,
            MGI Associates, Inc.,
            Munro Engineering, Inc.
            and all of the Shareholders
            of MGI Associates, Inc.         N/A             8-K       09/29/04   0-17195       2.3  

    2.1(a)  Addendum No. 1 to
            Stock Purchase Agreement.       ____            N/A       N/A        N/A           N/A

    2.1(b)  Addendum No. 2 to
            Stock Purchase Agreement.       ____            N/A       N/A        N/A           N/A
                                        
             
</TABLE>

(27)    Financial Data Schedule

    27.1    Financial data schedule as of and for the three months ended
            September 30, 1995.


(99)    Additional Exhibits

<TABLE>
<S>                                        <C>              <C>       <C>        <C>          <C>
    99.1    Rights Agreement, dated
            as of September 1, 1995,
            between the Registrant and
            Chemical Bank.                  N/A            10-K       09/21/95   0-17195      99.4  


</TABLE>
                                       13
<PAGE>   16
(b)       Reports on Form 8-K.

          Form 8-K/A dated June 5, 1995 (filed on August 8, 1995) which
          presented financial statements for the four-month periods ended
          April 30, 1995 and 1994 and audited financial statements for the
          years ended December 31, 1994 and 1993 for GeoGraphix, Inc.  In
          addition, Restated and Pro Forma Condensed Financial Statements of
          the Company related to the ten-month periods ended April 30, 1995 and
          1994 and the years ended June 30, 1994, 1993 and 1992 were included
          to reflect the acquisition of GeoGraphix, Inc.

          Form 8-K dated August 10, 1995 which presented Restated Selected
          Financial Data, Restated Management's Discussion and Analysis of
          Financial Condition and Results of Operations and Restated
          Consolidated Financial Statements and Schedules of the Company
          related to the years ended June 30, 1994, 1993 and 1992 to reflect
          the acquisitions of GeoGraphix, Inc. and Stratamodel, Inc.





                                      14
<PAGE>   17
                                  SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                     LANDMARK GRAPHICS CORPORATION         
                                                                           
                                                                           
                                                                           
Date:   November 10, 1995             By: /s/ Robert P. Peebler           
                                      ------------------------------------------
                                              Robert P. Peebler
                                              President and Chief Executive 
                                              Officer
                                                                           
                                                                           
                                      By: /s/ William H. Seippel          
                                      ------------------------------------------
                                              William H. Seippel      
                                              Vice President, Finance and 
                                              Chief Financial Officer     
                                              (Principal Financial and    
                                              Accounting Officer)         
                                                                  




                                      15
<PAGE>   18

                         LANDMARK GRAPHICS CORPORATION

                              INDEX TO EXHIBITS 
                                        
 2.1(a) Addendum No. 1 to Stock Purchase Agreement.   
                                        
 2.1(b) Addendum No. 2 to Stock Purchase Agreement.   
                                            
27.1    Financial data schedule as of and for the three monthe ended 
        September 30, 1995.