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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A

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

For the quarter ended September 30, 2001
Commission File Number 0-23373

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

|                                                                                     |  |                                                
|------------------------------------------------------------------------------------ |  | -----------------------------------------------
|VIRGINIA
(State or other jurisdiction
of incorporation or organization)              |  | 54-1221302
(I.R.S. Employer Identification No.)
|                                                                                     |  |                                                
|12700 Sunrise Valley Drive
Reston, Virginia
(Address of principal executive offices) |  | 20191-5804
(Zip Code)                          

703-464-1300
Registrants telephone number, including area code

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

Number of shares outstanding of the issuers classes of common stock as of October 31, 2001:

|                                       |  |                             
|-------------------------------------- |  | ----------------------------
|Class                                  |  | Number of Shares Outstanding
|Common Stock, par value $.01 per share |  | 12,486,500                  

Some of the statements in this Quarterly Report on Form 10-Q are
forward-looking within the meaning of the Private Securities Litigation
Reform Act of 1995 and are related to anticipated future operating results.
Future operating results may be impeded by single or combined events and/or
circumstances that have not been presently anticipated. Forward-looking
statements are based on the current expectations and assumptions of the
management of Landmark Systems Corporation (the Company), which may be
affected by a number of factors, including, without limitation, the significant
percentage of sales consummated in the last few days of each calendar quarter,
changes in the Companys business strategy and focus, continued softness in the
mainframe enterprise software market, competitive product introductions
resulting from rapid technological advances, price competition, any failure or
delay in the Companys ability to develop and introduce new products,
uncertainty of customer acceptance of new products, seasonal factors affecting
the Companys sales, the Companys ability to attract and retain qualified
technical, sales, managerial and other key personnel, the Companys ability to
manage expenses effectively, foreign currency risk and other factors.
Therefore, there can be no assurance that actual future results will not differ
materially from anticipated results.

This form 10-Q/A of the Company amends the Companys Form 10-Q filing for the
quarter ended September 30, 2001 to update the information contained in Part
II, Item 6 to include additional exhibits required pursuant to Item 601 of
Regulation S-K and to correct typographical errors.

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PART II

ITEM 6. Exhibits and Reports on Form 8-K.

(a)  Exhibits

|        |      |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------- | ---- | ----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |                        
|Number  |      | Description of Document
|        |      |                        
|       
|        | 3.1  |                         |  | Articles of Incorporation (incorporated by reference to Exhibit
3.1 forming a part of the Companys registration statement on
Form S-1 (File No. 333-35629) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended)                                                                                                                                                                                                                                                                                              
|        |      |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 3.2  |                         |  | Amended and Restated Bylaws (incorporated by reference to Exhibit
3.2 forming a part of the Companys registration statement on
Form S-1 (File No. 333-35629) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended)                                                                                                                                                                                                                                                                                            
|        |      |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 4.1  |                         |  | Reference is made to Exhibits 3.1 and 3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |      |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 4.2  |                         |  | Specimen certificate of Common Stock (incorporated by reference
to Exhibit 4.2 forming a part of the Companys registration
statement on Form S-1 (File No. 333-35629) filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended)                                                                                                                                                                                                                                                                                   
|        |      |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 10.2 |                         |  | 1989 Stock Incentive Plan (incorporated by reference to Exhibit
10.2 forming a part of the Companys registration statement on
Form S-1 (File No. 333-35629) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended)                                                                                                                                                                                                                                                                                             
|        |      |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 10.3 |                         |  | 1991 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.3 forming a part of the Companys registration
statement on Form S-1 (File No. 333-35629) filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended)                                                                                                                                                                                                                                                                                     
|        |      |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 10.4 |                         |  | 1992 Executive Stock Incentive Plan (incorporated by reference to
Exhibit 10.4 forming a part of the Companys registration
statement on Form S-1 (File No. 333-35629) filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended)                                                                                                                                                                                                                                                                                   
|        |      |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 10.5 |                         |  | 1994 Stock Incentive Plan (incorporated by reference to Exhibit
10.5 forming a part of the Companys registration statement on
Form S-1 (File No. 333-35629) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended)                                                                                                                                                                                                                                                                                             
|        |      |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 10.6 |                         |  | 1996 Advisory Board and directors Stock Incentive Plan
(incorporated by reference to Exhibit 10.6 forming a part of the
Companys registration statement on Form S-1 (File No. 333-35629)
filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended)                                                                                                                                                                                                                                                                
|        |      |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 10.7 |                         |  | 1998 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 99 forming a part of the Companys registration statement
on Form S-8 (File No. 333-61161) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended)                                                                                                                                                                                                                                                                                       
|        |      |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 10.8 |                         |  | Deed of Lease between Boston Properties Limited Partnership and
Landmark Systems Corporation dated January 30, 1998 as amended by
a certain First Amendment to Lease by and between Boston
Properties Limited Partnership and Landmark Systems Corporation
dated as of March 30, 1998 (incorporated by reference to Exhibit
10.8 forming a part of the Companys Form 10-K annual report for
the fiscal year ended December 31, 1999 (File No. 000-23373)
filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended)

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| |        |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------ |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.9   |  |  | Employment agreement between the Company and Frederick S.
Rolandi, III dated June 2, 2000 (incorporated by reference to
Exhibit 10.9 forming a part of the Companys Form 10-Q quarterly
report for the quarter ended June 30, 2000 (File No. 000-23373)
filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended)                                                              
| |        |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.10  |  |  | Registration Rights Agreement among the Company, certain
Purchasers, Patrick H. McGettigan, Katherine K. Clark and Jeffrey
H. Bergman dated as of March 7, 1997 (incorporated by reference
to Exhibit 10.7 forming a part of the Companys registration
statement on Form S-1 (File No. 333-35629) filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended)                    
| |        |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.11  |  |  | Credit Agreement by and between the Company and Crestar Bank
dated as of March 30, 1999 (incorporated by reference to Exhibit
10.11 forming a part of the Companys Form 10-K annual report for
the fiscal year ended December 31, 2000 (File No. 000-23373)
filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended)                                                          
| |        |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.12  |  |  | Employment Letter from the Company to Bruce E. Lovett dated April
6, 1999 (incorporated by reference to Exhibit 10.12 forming a
part of the Companys Form 10-K annual report for the fiscal year
ended December 31, 2000 (File No. 000-23373) filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended)                                                                        
| |        |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.13  |  |  | First Amendment to Credit Agreement by and between the Company
and Crestar Bank dated as of June 21, 1999 (incorporated by
reference to Exhibit 10.13 forming a part of the Companys Form
10-K annual report for the fiscal year ended December 31, 2000
(File No. 000-23373) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended)                                        
| |        |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.14  |  |  | Employment Letter from the Company to James R. Bowerman dated
February 25, 2000, as revised on February 29, 2000 (incorporated
by reference to Exhibit 10.14 forming a part of the Companys
Form 10-K annual report for the fiscal year ended December 31,
2000 (File No. 000-23373) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended)                                 
| |        |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.15  |  |  | Second Amendment to Credit Agreement by and between the Company
and SunTrust Bank, successor by merger to Crestar Bank, dated as
of June 28, 2000 (incorporated by reference to Exhibit 10.15
forming a part of the Companys Form 10-K annual report for the
fiscal year ended December 31, 2000 (File No. 000-23373) filed
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended)
| |        |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.16^ |  |  | Amendment #1 to June 2, 2000 Employment Agreement between the
Company and Frederick S. Rolandi, III dated January 29, 2001                                                                                                                                                                                                                                                                                            
| |        |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.17^ |  |  | Third Amendment to Credit Agreement by and between the Company
and SunTrust Bank, successor by merger to Crestar Bank, dated as
of June 29, 2001                                                                                                                                                                                                                                                                      



---

| |  | ^Filed herewith
| |  | ---------------

(b)  Reports on Form 8-K

None

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SIGNATURES

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

LANDMARK SYSTEMS CORPORATION

|      |                  |  |  |     |  |                                                                                               
|----- | ---------------- |  |  | --- |  | ----------------------------------------------------------------------------------------------
|Date: | December 3, 2001 |  |  | By: |  | /s/ FREDERICK S. ROLANDI, III                                                                 
|      |                  |  |  |     |  | Frederick S. Rolandi, III
Vice President and Chief Financial Officer
(Duly Authorized Officer)

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INDEX TO EXHIBITS

|        |       |          |  |                                                                                                                                                 
|------- | ----- | -------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |         
|Number  |       | Exhibits
|        |       |         
|       
|        | 10.16 |          |  | Amendment #1 to June 2, 2000 Employment Agreement between the
Company and Frederick S. Rolandi, III dated January 29, 2001                      
|        |       |          |  |                                                                                                                                                 
|        | 10.17 |          |  | Third Amendment to Credit Agreement by and between the Company
and SunTrust Bank, successor by merger to Crestar Bank, dated as
of June 29, 2001

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