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

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

                |X|Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                     For the fiscal year ended June 30, 2002
           |_|Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                 for the transition period from ______ to _____

                         Commission file number 0-24077

                         MOBIUS MANAGEMENT SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                      13-3078745
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                       Identification No.)

    120 Old Post Road, Rye, New York                           10580
(Address of principal executive office)                      (Zip Code)

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

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

                         Common Stock, $.0001 par value
                                (Title of Class)

                                     NASDAQ
                     (Name of Exchange on Which Registered)

  Securities of the Registrant registered pursuant to Section 12(g) of the Act:
                                      None

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

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

      The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based upon the closing sale price of Common Stock on September
18, 2002 as reported on NASDAQ, was approximately $16.0 million. Shares of
Common Stock held by each officer and director and by each person who owns 5% or
more of the outstanding Common Stock have been excluded in that such persons may
be deemed affiliates. This determination of affiliate status is not necessarily
a conclusive determination for other purposes.

      As of September 18, 2002, Registrant had 17,216,475 outstanding shares of
Common Stock.

                    DOCUMENTS INCORPORATED BY REFERENCE: None

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                                    PART III


      Pursuant to General Instruction G(3) to Form 10-K, the following Item
12(d) is hereby incorporated by reference into the Form 10-K filed by Mobius
Management Systems, Inc. on September 30, 2002.

Item 12(d). Equity Compensation Plan Information

        The following table provides information as of June 30, 2002 with
respect to the shares of Mobius' common stock that may be issued under Mobius'
existing equity compensation plans.

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                            (a)                  (b)                 (c)
                                                                   Number of
                                                                   securities
                                                                   remaining
                                                                  available for
                         Number of                              future issuance
                      securities to be                           under equity
                        issued upon        Weighted-average   compensation plans
                        exercise of       exercise price of       (excluding
                        outstanding          outstanding          securities
                     options, warrants    options, warrants      reflected in
Plan category            and rights           and rights          column (a))
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Equity
compensation plans
approved by
security holders (1)      3,764,350              $4.32              787,800
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Equity
compensation plans
not approved by
security holders             -                     -                   -
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Total                     3,764,350              $4.32              787,800
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(1)  Consists of the 1996 Stock Incentive Plan and the Non-Employee Directors'
     1998 Stock Option Plan.


                                     PART IV


Item 14(c). Exhibits

     99.1 CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002

     99.2 CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002

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                                   SIGNATURES

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

                                       MOBIUS MANAGEMENT SYSTEMS, INC.


                                       By: /s/ Mitchell Gross
                                          ---------------------------------
                                          Mitchell Gross
                                          Chairman of the Board, Chief
                                          Executive Officer and President
                                          (Principal Executive Officer)

                                       Date:  October 28, 2002

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                                CERTIFICATIONS OF
                           CHIEF EXECUTIVE OFFICER AND
                             CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Mitchell Gross, certify that:

1. I have reviewed this Amendment No.1 on Form 10-K/A to the annual report on
Form 10-K, as so amended, (the "annual report") of Mobius Management Systems,
Inc. (the "Company");

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report; and

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this annual report.

/s/ Mitchell Gross
------------------------
Mitchell Gross
Chief Executive Officer
October 28, 2002


I, Peter E. Takiff, certify that:

1. I have reviewed this Amendment No.1 on Form 10-K/A to the annual report on
Form 10-K, as so amended, (the "annual report") of Mobius Management Systems,
Inc. (the "Company");

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report; and

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this annual report.

/s/ Peter E. Takiff
------------------------
Peter E. Takiff
Chief Financial Officer
October 28, 2002