<PAGE>   1

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

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                                      
                           Washington, D.C.  20549
                                      
                           -----------------------
                                      
                                  FORM 10-Q
(Mark One)
[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                                      
               FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1995
                                      
                                      OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                            SECURITIES ACT OF 1934
                                      
                       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 incorporation             (I.R.S. Employer    
               or organization)                          Identification No.)  
                                                                              
             15150 MEMORIAL DRIVE                            77079-4304       
                HOUSTON, TEXAS                               (Zip Code)       
    (Address of Principal executive office)

                                (713) 560-1000
             (Registrant's telephone number, including area code)
                                      
                                NOT APPLICABLE
     (Former name, former address and former fiscal year, if applicable)

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 February 1, 1996 was 17,403,622.

================================================================================
<PAGE>   2
                                     INDEX


                         PART I:  FINANCIAL INFORMATION


<TABLE>
<S>                                                                                  <C>
ITEM 1.  FINANCIAL STATEMENTS

    Consolidated Balance Sheets -
         As of December 31, 1995 and June 30, 1995  . . . . . . . . . . . . . . . .  1


    Consolidated Statements of Operations -
         For the Three Months and Six Months Ended December 31, 1995 and 1994 . . .  2


    Consolidated Statements of Cash Flows -
         For the Six Months Ended December 31, 1995 and 1994  . . . . . . . . . . .  3


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


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF Operations  . . . . . . . . . . . . . . . .  8


                          PART II:  OTHER INFORMATION

ITEM 4   SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . . . . .  14


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . .  15


    Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
</TABLE>
<PAGE>   3
                         LANDMARK GRAPHICS CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                     (IN THOUSANDS, EXCEPT PAR VALUE DATA)


<TABLE>
<CAPTION>
                                                                          December 31,          June 30,  
                                                                              1995                1995    
                                                                          ------------        ------------
                                                                          (Unaudited)                      
 <S>                                                                      <C>                 <C>
                                ASSETS                               
                                                                     
 Current assets:                                                     
 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .      $ 64,612            $ 64,099
 Receivables:                                                        
    Trade accounts receivable, net of allowance  . . . . . . . . . .        50,075              51,984
    Current income tax receivable  . . . . . . . . . . . . . . . . .           873               1,003
    Accrued revenue and other receivables  . . . . . . . . . . . . .         8,044               7,838
 Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,782               4,340
 Prepaid expenses  . . . . . . . . . . . . . . . . . . . . . . . . .         4,699               3,004
 Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . .         3,840               3,847
                                                                          --------            --------
      Total current assets . . . . . . . . . . . . . . . . . . . . .       136,925             136,115
 Property and equipment, net . . . . . . . . . . . . . . . . . . . .        46,607              47,503
 Software development costs, net . . . . . . . . . . . . . . . . . .         9,347               7,932
 Intangibles, net  . . . . . . . . . . . . . . . . . . . . . . . . .        18,217              11,949
 Other long-term assets, net . . . . . . . . . . . . . . . . . . . .         7,761               7,652
                                                                          --------            --------
 Total Assets                                                             $218,857            $211,151
                                                                          ========            ========
                                                                     
                                                                     
             LIABILITIES AND COMMON STOCKHOLDERS' EQUITY             
                                                                     
 Current liabilities:                                                
   Accounts payable  . . . . . . . . . . . . . . . . . . . . . . . .      $ 15,745            $  9,488
   Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . .        12,629              10,823
   Deferred maintenance fees . . . . . . . . . . . . . . . . . . . .        12,149              14,597
   Income taxes payable  . . . . . . . . . . . . . . . . . . . . . .         2,375               2,683
   Current maturities of long-term debt  . . . . . . . . . . . . . .             -               1,007
                                                                          --------            --------
      Total current liabilities  . . . . . . . . . . . . . . . . . .        42,898              38,598
 Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . .         2,590               2,590
 Long-term debt  . . . . . . . . . . . . . . . . . . . . . . . . . .             -              11,000
 Other long-term liabilities . . . . . . . . . . . . . . . . . . . .         2,904                  65
                                                                          --------            --------
 Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . .        48,392              52,253
                                                                          --------            --------
 Common stockholders' equity:                                        
   Common stock, $0.05 par value; 17,441 shares issued and 17,434    
     outstanding at December 31, 1995, and 17,086 shares issued and  
     outstanding at June 30, 1995  . . . . . . . . . . . . . . . . .           872                 854
   Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . .       127,616             122,407
   Retained earnings . . . . . . . . . . . . . . . . . . . . . . . .        42,111              35,637
   Treasury stock  . . . . . . . . . . . . . . . . . . . . . . . . .          (134)                  -
                                                                          --------            --------
        Total common stockholders' equity  . . . . . . . . . . . . .       170,465             158,898
                                                                          --------            --------
 Total Liabilities and Common Stockholders' Equity . . . . . . . . .      $218,857            $211,151
                                                                          ========            ========

                        The accompanying notes are an integral part of these financial statements
</TABLE>





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


<TABLE>
<CAPTION>
                                                            Three Months Ended          Six Months Ended
                                                               December 31,               December 31,
                                                          -----------------------    -----------------------
                                                             1995          1994         1995          1994
                                                          ----------  -----------    ----------  -----------
                                                                       (Restated)                 (Restated) 
 <S>                                                      <C>           <C>          <C>           <C>
 Revenue:
      Software product sales . . . . . . . . . . . .      $22,562       $22,100      $38,736       $36,919
      Hardware product sales . . . . . . . . . . . .        9,606         9,259       16,280        15,243
      Services   . . . . . . . . . . . . . . . . . .       18,004        13,889       34,966        24,853
                                                          -------       -------      -------       -------
        Total revenue  . . . . . . . . . . . . . . .       50,172        45,248       89,982        77,015
                                                          -------       -------      -------       -------

 Cost of revenue:
      Cost of software product sales . . . . . . . .        2,589         2,532        4,857         4,416
      Cost of hardware product sales . . . . . . . .        8,667         7,656       14,428        12,644
      Cost of services . . . . . . . . . . . . . . .        8,758         8,459       17,414        15,370
                                                          -------       -------      -------       -------
        Total cost of revenue  . . . . . . . . . . .       20,014        18,647       36,699        32,430
                                                          -------       -------      -------       -------
          Gross profit . . . . . . . . . . . . . . .       30,158        26,601       53,283        44,585

 Operating expenses:
      Research and development . . . . . . . . . . .        5,203         4,746       10,109         9,064
      Selling, marketing and administrative  . . . .       16,831        14,873       32,464        27,337
      Merger costs . . . . . . . . . . . . . . . . .            -             -           66         1,153
      Restructuring charges and non-recurring                   
      costs  . . . . . . . . . . . . . . . . . . . .            -             -        3,106         1,809
                                                          -------       -------      -------       -------
        Total operating expenses . . . . . . . . . .       22,034        19,619       45,745        39,363
                                                          -------       -------      -------       -------

 Income from operations  . . . . . . . . . . . . . .        8,124         6,982        7,538         5,222
 Other, net  . . . . . . . . . . . . . . . . . . . .          854           766        1,860         1,651
                                                          -------       -------      -------       -------

 Income before income taxes  . . . . . . . . . . . .        8,978         7,748        9,398         6,873
 Provision for income taxes  . . . . . . . . . . . .        2,599         1,985        2,725         2,082
                                                          -------       -------      -------       ------- 

 Net income  . . . . . . . . . . . . . . . . . . . .      $ 6,379       $ 5,763      $ 6,673       $ 4,791
                                                          =======       =======      =======       =======

 Income per common and common equivalent share . . .      $  0.36       $  0.33      $  0.37       $  0.27
                                                          =======       =======      =======       =======

 Weighted average common and common equivalent       
 shares outstanding  . . . . . . . . . . . . . . . .       17,868        17,299       17,837        17,424

</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>
                                                                                               Six Months Ended        
                                                                                                 December 31,          
                                                                                           -------------------------   
                                                                                              1995            1994     
                                                                                           ----------     ----------   
                                                                                                           (Restated)  
   <S>                                                                                      <C>              <C>         
   Cash flows from operating activities:                                                                               
     Net income                                                                             $ 6,673          $ 4,790   
      Adjustments to reconcile net income to net cash provided                                                         
         by operating activities:                                                          
          Depreciation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        5,169            3,993   
          Amortization of goodwill/other assets  . . . . . . . . . . . . . . . . . . .        1,071              462   
          Amortization of capitalized software development costs . . . . . . . . . . .        1,880            1,485   
          Restructuring charges/asset write-downs  . . . . . . . . . . . . . . . . . .          660                -   
          Other  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          580            1,437   
                                                                                                                       
     Changes in assets and liabilities, net of the effects of purchased businesses:                                      
         Receivables   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        1,026               43
         Inventory   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (386)          (1,896)
         Prepaid expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (1,660)             524   
         Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          148              563   
         Accounts payable/accrued liabilities  . . . . . . . . . . . . . . . . . . . .        5,630            2,225   
         Deferred maintenance fees   . . . . . . . . . . . . . . . . . . . . . . . . .       (2,461)          (2,028)  
         Deferred income taxes/income taxes payable  . . . . . . . . . . . . . . . . .          944              387   
                                                                                            -------          -------
          Net cash provided by operating activities  . . . . . . . . . . . . . . . . .       19,274           11,985   
                                                                                            -------          -------
                                                                                                                       
   Cash flows from investing activities:                                                                               
         Capital expenditures  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (4,929)          (5,345)  
         Payment for business acquisitions, net of cash acquired   . . . . . . . . . .         (945)         (12,803)  
         Capitalized software development costs  . . . . . . . . . . . . . . . . . . .       (2,853)          (1,616)  
         Payment of contingent earn-out agreement  . . . . . . . . . . . . . . . . . .       (1,808)               -   
         Investment in equity securities   . . . . . . . . . . . . . . . . . . . . . .            -               (6)  
         Proceeds from sale of property and equipment  . . . . . . . . . . . . . . . .           21              160   
                                                                                            -------          -------
          Net cash used in investing activities  . . . . . . . . . . . . . . . . . . .      (10,514)         (19,610)  
                                                                                            -------          -------
   Cash flows from financing activities:                                                                              
         Reductions of debt  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (12,007)          (1,193)  
         Proceeds from exercise of stock options   . . . . . . . . . . . . . . . . . .        4,527            1,051   
         Acquisitions of treasury stock  . . . . . . . . . . . . . . . . . . . . . . .         (767)               -   
         Issuance costs related to stock-based financing activities  . . . . . . . . .           -               (90)  
         Distributions to pooled entities stockholders   . . . . . . . . . . . . . . .           -              (825)  
                                                                                            -------          -------
          Net cash used in financing activities  . . . . . . . . . . . . . . . . . . .       (8,247)          (1,057)  
                                                                                            -------          -------
   Net increase (decrease) in cash and cash equivalents  . . . . . . . . . . . . . . .          513           (8,682)  
   Cash and cash equivalents at beginning of period  . . . . . . . . . . . . . . . . .       64,099           74,695   
                                                                                            -------          -------
   Cash and cash equivalents at end of period  . . . . . . . . . . . . . . . . . . . .      $64,612          $66,013   
                                                                                            =======          =======
</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" or "Landmark")
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission.  Unless the context otherwise requires, the term "Landmark"
refers to Landmark Graphics Corporation and the term "Company" refers to
Landmark and its subsidiaries. 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 and
six-month periods ended December 31, 1994 have been restated to give effect to
acquisitions which have been accounted for as  pooling 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 statement of the results of the interim periods
presented.  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.   

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 and six-month periods
ended December 31, 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 accounted for 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 accounted for using the purchase method of accounting and,
accordingly, the acquired operations have been included in the results of
operations since the date of acquisition.

         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 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 corporation owned by
certain of the former shareholders of MGA 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 corporation's financial results.  In no
event will the net present value of the option price be less than $8.0 million.

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.

         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
LONG-TERM DEBT

         In October 1995, the Company paid in full the amounts outstanding
under its term loan and existing credit facility.  On December 15, 1995, the
Company terminated its $25.0 million credit facility and entered into a $100.0
million revolving credit agreement with a syndicate of five banks.  The term of
this credit facility is three years.

         The agreement contains certain restrictive and financial covenants,
including those related to indebtedness, net worth and fixed charges, and
provides for guarantees by certain subsidiaries of Landmark.  At December 31,
1995, there were $2.4 million in letters of credit and no revolving loans
outstanding under the facility, and the Company was in compliance with the
covenants.

MERGER COSTS

         Merger costs for the six months ended December 31, 1995 include the
accounting and legal costs related to the acquisition of Tech Logic.  Merger
costs for the six months ended December 31, 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 strategic planning process which
concluded with the decision to proactively realign resources.  A restructuring
charge of $3.1 million was recorded 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 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.

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.

         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.


                                       6
<PAGE>   9
CASH FLOW INFORMATION

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

<TABLE>
<CAPTION>
                                                                      Six  Months Ended                 
                                                                         December 31,                   
                                                                    -----------------------
                                                                      1995          1994                
                                                                    ---------     ---------
                                                                                  (Restated)              
     <S>                                                            <C>             <C>                 
     Income taxes  . . . . . . . . . . . . . . . . . . . . . .      $1,389          $ 1,324             
                                                                                                        
     Interest  . . . . . . . . . . . . . . . . . . . . . . . .      $  404         $    490            
</TABLE>

         During the six month periods ended December 31, 1995 and 1994, there
were non-cash financing activities of $1,116,000 and $267,000, respectively,
relating to tax benefits received from the exercise of non-qualified stock
options by employees.

TREASURY STOCK

         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.
In November 1995, the Company repurchased 40,000 shares of its Common Stock, of
which 33,000 were reissued upon the exercise of employee stock options.

OTHER
         In December 1995, ten of Landmark's officers executed severance
agreements that would be invoked upon a change in control of the Company.





                                       7
<PAGE>   10
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 (other than Tech Logic) for all periods presented
and include the results of acquired operations accounted for as purchases and
Tech Logic since the 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, services and systems which are used in exploration and production
efforts of oil and gas companies worldwide.  The Company derives revenue from
licensing software products, providing related professional and consulting
services and reselling hardware.  Customers pay the Company an initial license
fee for the software.  Generally, revenue from software and hardware product
sales is 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 larger contracts and more recurring revenue;
however, they can also lengthen customers' decision-making processes.

         The transition of the Company's sales organization will continue
throughout the current fiscal year and at least into the first half of fiscal
year 1997.  The transition includes recruiting additional professional sales
management, strengthening market capabilities, as well as building a
professional and technical consulting organization.  This transition may
have a negative impact on the Company's growth during this period but will 
position the Company for the ongoing prospects that the market has to offer 
over the longer term. The Company believes that their competitors are dealing 
with similar changes in their sales and marketing organizations.


                                       8
<PAGE>   11
RESULTS OF OPERATIONS -   FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994

         Total revenue.  Total revenue for the second quarter of fiscal 1996
("Current Quarter") increased approximately $4.9 million, or 11 percent, as
compared with the second quarter of fiscal 1995 ("Comparable Quarter").  The
increase is primarily due to a 30 percent growth in services revenue.
International revenue comprised 54 percent of total revenue for the Current
Quarter compared to 58 percent for the Comparable Quarter.

          Software product sales.  Software product sales consist of licensing
fees for the Company's proprietary and third party software.  Software product
sales increased approximately $462,000, or two percent, from the Comparable
Quarter.  The increase in software sales is mainly due to the higher revenues in
the Current Quarter from sales of production engineering applications and
geological applications offset by lower revenue from geophysical application 
sales. Software product revenue as a percentage of total revenue decreased 
from the Comparable Quarter; however, this revenue will continue to be a 
significant but declining 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.

         Hardware product sales.  Hardware product sales relate to the resale
of third party computer hardware.  Hardware product sales increased
approximately $347,000 from the Comparable Quarter.

         Services.  Services revenue relates to maintenance and support of the
Company's hardware and software products, and increasingly from revenue from a
variety of other professional services, including implementation, consulting
and integration of applications, offered to customers.  Services revenue
increased approximately $4.1 million, or 30 percent, in the Current Quarter
from the Comparable Quarter.  This increase is primarily attributable to a 26
percent increase in software support sales and a 39 percent increase in
professional services revenue.  This increase in services revenue reflects the
Company's strategy to develop additional sources of recurring revenue streams.

          Cost of software product sales.  Cost of software product sales as a
percentage of software product sales was 11 percent in both the Current Quarter
and Comparable Quarter.  As the Company develops and releases new products or
embeds third party software within its own software, software development costs
and the related amortization has and may continue to increase and could
negatively affect the software product margin.

         Cost of hardware product sales.  Cost of hardware product sales as a
percentage of hardware product sales increased  to 90 percent in the Current
Quarter compared to 83 percent in the Comparable 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.  Since hardware
revenue contributes a lower margin, the Company plans primarily to offer
hardware sales to customers who desire comprehensive system solutions.


                                       9
<PAGE>   12
         Cost of services.  Cost of services decreased as a percentage of the
related revenue from 61 percent in the Comparable Quarter to 49 percent in the
Current Quarter.  This decrease in cost as a percentage of related revenue is 
mainly attributable to the higher revenues associated with the expanding 
installed base with only a minimal increase in related cost.

         Research and development.  Research and development ("R&D") costs
increased $457,000, or 10 percent, in the Current Quarter compared to the
Comparable Quarter.  As a percentage of revenue, R&D costs were 10 percent for
the three months ended December 31, 1995 and 1994.  The Company capitalized
$1.5 million, or 23 percent, of total R&D costs during the Current Quarter, as
compared to $808,000, or 15 percent, of total R&D costs during the Comparable
Quarter.  The Company amortized $905,000 and $769,000 of capitalized software
costs in the Current Quarter and Comparable Quarter, respectively.

         Selling, marketing and administrative.  Selling, marketing and
administrative expenses increased approximately $2.0 million, or 13 percent,
for the Current Quarter from the Comparable Quarter.  The increase is primarily
a result of increased personnel costs associated with the transition of the
sales, marketing and support organizations and higher costs related to the
Company's upgrade of its information systems.  As a percentage of total
revenue, these costs were 34 percent  in the Current Quarter and 33 percent in
the Comparable Quarter.

         Other, net.  Other, net increased approximately $88,000 from the
Comparable Quarter to the Current Quarter.  This increase is primarily due to
lower interest expense due to the payoff of the Company's term loan and credit
revolver in October 1995.

         Taxes.  Provisions for income taxes of $2.6 million and $2.0 million
were recorded in the three months ended December 31, 1995 and 1994,
respectively.


RESULTS OF OPERATIONS  -  FOR THE SIX MONTHS ENDED DECEMBER 31, 1995 AND 1994

         Total revenue.  Total revenue for the six months ended December 31,
1995 ("Current Period") increased approximately $13.0 million, or 17 percent,
as compared with the six months ended December 31, 1994 ("Comparable Period").
The increase is primarily due to a 41 percent growth in services revenue.
International revenue comprised 55 percent of total revenue for the Current
Period compared to 58 percent for the Comparable Period.

          Software product sales.  Software product sales increased
approximately $1.8 million, or five percent, from the Comparable Period.
Software product revenue as a percentage of total revenue decreased from the
Comparable Period; however, this revenue will continue to be a significant but
declining portion of total revenue in the future.  The increase in software
sales is mainly due to the higher revenue in the Current Period from sales of
production engineering applications and geological applications offset by 
lower revenue from geophysical application sales.

         Hardware product sales.  Hardware product sales relate to the resale
of third party computer hardware.  Hardware product sales increased
approximately $1.0 million, or seven percent, from the Comparable Period.


                                       10
<PAGE>   13
         Services.  Services revenue increased approximately $10.1 million, or
41 percent, in the Current Period from the Comparable Period.  This increase is
primarily attributable to a 34 percent increase in software support sales and a
61 percent increase in professional services revenue.  This increase in
services revenue reflects the Company's strategy to develop additional sources
of  recurring revenue streams.

         Cost of software product sales.  Cost of software product sales as a
percentage of software product sales increased from 12 percent in the
Comparable Period to 13 percent in the Current Period.  As the Company develops
and releases new products, software development costs and the related
amortization has and may continue to increase and could negatively affect the
software product margin.

         Cost of hardware product sales.  Cost of hardware product sales as a
percentage of hardware product sales increased  to 89 percent in the Current
Period compared to 83 percent in the Comparable Period.  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.  Since hardware
revenue contributes a lower margin, the Company plans to mainly offer hardware
sales to customers who desire comprehensive system solutions.

         Cost of services.  Cost of services decreased as a percentage of the
related revenue from 62 percent in the Comparable Period to 50 percent in the
Current Period.  This decrease in cost as a percentage of related revenue is 
mainly attributable to the higher revenue associated with the expanding 
installed base with only a minimal increase in related cost.

         Research and development.  R&D cost increased $1.0 million, or 12
percent, in the Current Period compared to the Comparable Period.  As a
percentage of revenue, R&D costs were 11 percent for the Current Period and 12
percent for the Comparable Period.  The Company capitalized $2.9 million, or 22
percent, of total R&D costs during the Current Period, as compared to $1.6
million, or 15 percent, of total R&D costs during the Comparable Period.  The
Company amortized $1.9 million and $1.5 million of capitalized software costs
in the Current Period and Comparable Period, respectively.

          Selling, marketing and administrative.  Selling, marketing and
administrative expenses increased approximately $5.1 million, or 19 percent, for
the Current Period from the Comparable Period.  The increase is primarily a
result of increased personnel costs associated with the transition of the sales,
marketing and support organizations and higher costs related to the Company's
upgrade of its information systems.  Amortization of goodwill increased $441,000
in the Current Period compared to the Comparable Period.  As a percentage of
total revenue, these costs were 36 percent in the Current Period and 35 percent
in the Comparable Period.

          


                                       11
<PAGE>   14
          Merger costs.  Merger costs for the Current Period include the advisor
costs related to the acquisition of Tech Logic.  Merger costs for the Comparable
Period consisted of advisor costs related to the acquisition of Stratamodel.

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

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

         Other, net. Other, net increased approximately $209,000, or 13
percent, from the Comparable Period to the Current Period. This increase is due
mainly to lower interest expense due to the payoff of the term loan and credit
revolver in October 1995 and more favorable foreign currency adjustments in the
Current Period.

         Taxes.  Provisions for income taxes of $2.7 million and $2.1 million
were recorded in the six months ended December 31, 1995 and 1994, respectively.

FINANCIAL CONDITION AND LIQUIDITY

         Cash and cash equivalents increased approximately $513,000 from June
30, 1995.  Cash provided by operating activities for the six months ended
December 31, 1995 was $19.3 million offset by cash used in investing activities
of $10.5 million and cash used in financing activities of $8.3 million.

         Trade accounts receivable decreased by $1.9 million due primarily to
improved collections.  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 85 to 95 day range.

         Goodwill increased approximately $6.3 million from the balance at June
30, 1995.  This amount primarily relates to a guarantee of $6.9 million of
earn-out payments for the MGA acquisition and represents cost in excess of fair
value of the net assets acquired.  The  initial MGA guaranteed payment of $1.8
million was paid in September 1995.  The goodwill recorded will be amortized on
a straight-line basis over a period of seven years.

         Accounts payable and accrued liabilities increased approximately $8.1
million from June 30, 1995 due partially to the recording of the current
liability of $2.3 million related to the second MGA guaranteed payment which is
due September 30, 1996.  The remainder of the difference was due to 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.

         


                                       12
<PAGE>   15
         Current maturities of long-term debt decreased $1.0 million and
long-term debt decreased $11.0 million from the balances at June 30, 1995
due to the payoff of the term loan and credit revolver.

         Other long-term liabilities increased approximately $2.8 million from
June 30, 1995.  This increase represents the final MGA guaranteed payment of
$2.8 million which is due September 30, 1997.

         The Company's primary internal source of liquidity is cash flow
generated from operations.  External sources of liquidity include debt and
equity financing.  On December 15, 1995, the Company terminated its $25.0
million credit facility and entered into a $100.0 million revolving credit
agreement with a syndicate of five banks.  The agreement contains certain
restrictive and financial covenants, including those related to indebtedness,
net worth and fixed charges, and provides for guarantees by certain
subsidiaries of Landmark.  At December 31, 1995 there were $2.4 million in
letters of credit and no revolving loans outstanding under their facility and,
the Company was in compliance with the covenants.  The Company believes funds
generated from operations will be sufficient to meet liquidity requirements in
the foreseeable future.

         The Company has not paid and cash dividends since its inception and
does not intend to pay cash dividends in the future.  The Company presently
intends to retain earnings for use in its business, with any future decision to
pay cash dividends dependent on the Company's growth, profitability, financial
condition and other factors the Board of Directors may deem relevant.
Furthermore, certain provisions of the Company's revolving credit agreement
restrict the Company's ability to pay cash dividends.

         Management continues to evaluate opportunities to acquire product
technologies or businesses. 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.


                                       13
<PAGE>   16
PART II - OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   (a)     The annual meeting of stockholders of Landmark was held in
           Houston, Texas, at 10:00 a.m., local time, on November 16,
           1995.

   (b)     Proxies were solicited by the Board of Directors of Landmark
           pursuant to Regulation 14A under the Securities Exchange Act
           of 1934.  There was no solicitation in opposition to the Board
           of Directors' nominees and all nominees were duly elected and,
           the proposal to amend Landmark's Certificate of Incorporation
           to increase its authorized common stock, $0.05 par value per
           share, from 21.4 million shares to 50.0 million shares was
           duly approved.

   (c)     Out of a total of 17,298,159 shares of Landmark common stock
           outstanding and entitled to vote, 16,014,490 shares were
           present in person or by proxy, representing approximately 93
           percent.  The results of the voting on the election of the
           Board of Directors' nominees were as follows:

<TABLE>
<CAPTION>
                                                Number of Shares             Number of Shares
                                               Voting FOR Election         WITHHOLDING AUTHORITY
                  Nominee for Director             as Director        to Vote for Election as Director
           ------------------------------   -----------------------   ---------------------------------
           <S>                                      <C>                           <C>
           
           Charles L. Blackburn                     15,908,013                    106,477
           
           S. Rutt Bridges                          15,884,610                    129,880
           
           James A. Downing II                      15,885,125                    129,365

           Lucio L. Lanza                           15,858,655                    155,835
           
           Theodore Levitt                          15,923,355                     91,135
           
           Robert P. Peebler                        15,880,652                    133,838
           
           Sam K. Smith                             15,879,382                    135,108
           
           The proposal to adopt the amendment to Landmark's Restated Certificate of
           Incorporation to increase Landmark's authorized common stock, $0.05 par value 
           per share, from 21.4 million shares to 50.0 million shares was approved by the 
           stockholders and the results were as follows:
           
           Shares voted FOR                         14,272,607
           
           Shares voted AGAINST                      1,699,028
           
           Shares ABSTAINED                             42,855
</TABLE>

   (d)     Inapplicable.


                                       14
<PAGE>   17
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

   (a)  Exhibits
<TABLE>
<CAPTION>
                                                                            Incorporation by reference from
                   Exhibit number and description                   Form       Date         File No.       Exhibit
               --------------------------------------               ----       ----         ---- ---       -------
                 <S>      <C>     <C>                                <C>     <C>             <C>              <C>
                 (2)         Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
                             ---------------------------------------------------------------------------

                          2.1     Stock Purchase Agreement           8-K     09/29/94        0-17195          2.3
                                  by and among the Company,
                                  MGI Associates, Inc., Munro
                                  Engineering, Inc. all share-
                                  holders of MGI Associates,
                                  Inc.

                          2.1(a)  Addendum No. 1 to Stock            10-Q    09/30/95        0-17195          2.1(a)
                                  Purchase Plan.

                          2.1(b)  Addendum No. 2 to Stock            10-Q    09/30/95        0-17195          2.1(b)
                                  Purchase Plan.

                 (3)        Articles of Incorporation and Bylaws
                            ------------------------------------

                          3.1     Restated Certificate of             NA        NA             NA              NA
                                  Incorporation, as amended.

                 (10)        Material Agreements
                             -------------------

                          10.1    Credit Agreement dated December     NA        NA             NA              NA
                                  15, 1995 between the Company
                                  and ABN AMRO Bank N.V., as
                                  Agent.

                          10.2    Change in Control Agreement          NA        NA             NA              NA
                                  between the Company and
                                  Senior Executives of the
                                  Company

                 (27)        Financial Data Schedule
                             -----------------------

                          27      Financial data schedule as of       NA        NA             NA              NA
                                  and for the six months ended
                                  December 31, 1995.
</TABLE>

   (b)     Reports on Form 8-K.

           No report on Form 8-K was filed by the Company during the
           quarter ended December 31, 1995.


                                       15
<PAGE>   18
                                   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:   February 12, 1996      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)





                                       16
<PAGE>   19
                       Index to Exhibits

Exhibit 3.1     Restated Certificate of Incorporation, as amended.

Exhibit 10.1    Credit Agreement dated December 15, 1995 between the Company
                and ABN AMRO Bank N.V., as Agent.

Exhibit 10.2    Change in Control Agreement between the Company and Senior
                Executives of the Company.

Exhibit 27      Financial Data Schedule as of and for the six months ended
                December 31, 1995.