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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 AMENDMENT NO. 1
                                       TO
                                    FORM 10-Q
                                    ---------

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

                  For the quarterly period ended March 31, 1998

                                       OR

[ ]
        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                                  10580
               RYE, NEW YORK                                 (Zip Code)
  (Address of Principal Executive Offices)

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

         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   [ ]   No [X]

         As of June 8, 1998,  the  registrant  had  17,694,000  shares of Common
Stock outstanding.


<PAGE>



                                EXPLANATORY NOTE

This Amendment No. 1 to Form 10-Q of Mobius  Management  Systems,  Inc. is filed
solely for the purpose of providing the  information  required by Item 2 of Part
II to Form 10-Q which was inadvertently omitted.




<PAGE>



                          Part II -- Other Information

Item 2 . Changes in Securities and Use of Proceeds

On April 27, 1998, the Securities and Exchange Commission declared effective the
Company's Registration  Statement on Form S-1 (File No. 333-47117).  Pursuant to
this Registration  Statement,  on May 1, 1998, the Company completed the initial
public  offering  of  3,752,000  shares of  common  stock at an  initial  public
offering  price of $14.50  per share (the  "Offering").  The  Offering  included
1,252,000 shares sold by certain  stockholders of the Company,  of which 452,000
shares were sold  pursuant to the  exercise of the  underwriters'  overallotment
option. The Offering was managed by Goldman, Sachs & Co., NationsBanc Montgomery
Securities  LLC and  BancAmerica  Robertson  Stephens.  Proceeds to the Company,
after calculation of the underwriters discount and commission, from the Offering
totaled  approximately  $33  million  net of  offering  costs  of  approximately
$700,000.  None of the expenses incurred in the offering were direct or indirect
payments  to  directors,  officers,  general  partners  of the  issuer  or their
associates,  to  persons  owning  ten  percent  or more of any  class of  equity
securities of the issuer or to affiliates  of the issuer.  To date,  the Company
has not used any of the proceeds of the  Offering.  The  proceeds are  currently
invested in short-term, investment-grade, interest-bearing securities.


<PAGE>

                                   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.

                                       MOBIUS MANAGEMENT SYSTEMS, INC.


                                       By: /s/ E. Kevin Dahill
                                       -----------------------

                                       E. Kevin Dahill
                                       Vice President, Finance, Chief Financial
                                       Officer & Treasurer

Dated: September 15 , 1998