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 Quarter ended March 31, 2004

                                       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 Number)



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


                                 (914) 921-7200
              (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 ||

      Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act):   YES   | |   NO   |X|

      Number of shares outstanding of the issuer's common stock as of May 10,
2004

                 Class                          Number of Shares Outstanding

Common Stock, par value $0.0001 per share               18,273,090

<PAGE>

                         MOBIUS MANAGEMENT SYSTEMS, INC.


                                      INDEX


PART I.      FINANCIAL INFORMATION


      Item 1.  Financial Statements

               Consolidated Balance Sheets
                June 30, 2003 and March 31, 2004

               Consolidated Statements of Operations
                Three months and nine months ended March 31, 2003 and 2004

               Consolidated Statements of Stockholders' Equity
                Nine months ended March 31, 2004

               Consolidated Statements of Cash Flows
                Nine months ended March 31, 2003 and 2004

               Notes to Unaudited Consolidated Financial Statements

      Item 2.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations

      Item 3.  Quantitative and Qualitative Disclosures About Market Risk

      Item 4.  Controls and Procedures

PART II.     OTHER INFORMATION

      Item 1.  Legal Proceedings

      Item 2.  Changes in Securities and Use of Proceeds

      Item 3.  Defaults Upon Senior Securities

      Item 4.  Submission of Matters to a Vote of Security Holders

      Item 5.  Other Information

      Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES

CERTIFICATIONS


                                       2

<PAGE>

PART I. - FINANCIAL INFORMATION

Item 1. - Financial Statements

<TABLE>
<CAPTION>

                         MOBIUS MANAGEMENT SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEETS
         (Unaudited, in thousands, except share data and per share data)


                                                             June 30,        March 31,
                                                               2003            2004
                                                             --------        --------
<S>                                                          <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents                                  $ 37,315        $ 35,658
  Accounts receivable, net of allowances of $819 and
    $635, respectively                                         10,551           9,282
  Software license installments, current portion                8,017          11,990
  Other current assets                                          2,897           2,407
                                                             --------        --------
        Total current assets                                   58,780          59,337

Software license installments, net of allowance for
  doubtful accounts of $671 and $496, respectively             15,435          21,646
Property and equipment, net                                     4,546           4,363
Deferred income taxes, non-current                                328           2,221
Other non-current assets                                        2,729           2,518
                                                             --------        --------
        Total assets                                         $ 81,818        $ 90,085
                                                             ========        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses                      $ 15,726        $ 16,307
  Deferred revenues                                            21,306          21,022
  Deferred income taxes                                         2,869           4,642
                                                             --------        --------
        Total current liabilities                              39,901          41,971

Deferred revenues                                               5,560           4,769
                                                             --------        --------
        Total liabilities                                      45,461          46,740
                                                             --------        --------

Stockholders' equity:
  Common stock, $.0001 par value;
    authorized 40,000,000 shares; issued
    22,879,401 and 23,619,363 shares,
    respectively; outstanding 17,525,178 and
    18,265,140 shares, respectively                                 2               2
  Additional paid-in capital                                   50,653          54,255
  Retained earnings                                             1,466           4,454
  Accumulated other comprehensive income                          218             616
  Treasury stock, at cost, 5,354,223 shares                   (15,982)        (15,982)
                                                             --------        --------
        Total stockholders' equity                             36,357          43,345
                                                             --------        --------

Total liabilities and stockholders' equity                   $ 81,818        $ 90,085
                                                             ========        ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       3

<PAGE>

<TABLE>
<CAPTION>

                         MOBIUS MANAGEMENT SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                (Unaudited, in thousands, except per share data)

                                                             Three Months Ended               Nine Months Ended
                                                                  March 31,                        March 31,
                                                           2003             2004             2003             2004
                                                           ----             ----             ----             ----

<S>                                                      <C>              <C>              <C>              <C>
Revenues:
  Software license                                       $  9,443         $  6,410         $ 27,367         $ 30,414
  Maintenance                                               9,890           10,024           28,541           30,070
  Professional service and other                            1,204            1,397            4,873            4,054
                                                         --------         --------         --------         --------
    Total revenues                                         20,537           17,831           60,781           64,538
                                                         --------         --------         --------         --------

Cost of revenues:
  Software license                                            431              148              853              872
  Maintenance                                               1,775            1,730            4,772            4,986
  Professional service and other                            1,184            1,580            4,764            4,536
                                                         --------         --------         --------         --------
    Total cost of revenues                                  3,390            3,458           10,389           10,394
                                                         --------         --------         --------         --------

Gross profit                                               17,147           14,373           50,392           54,144
                                                         --------         --------         --------         --------

Operating expenses:
  Sales and marketing                                       8,954            8,201           26,347           26,514
  Research and development                                  4,795            5,379           13,332           15,309
  General and administrative                                2,772            2,763            7,867            8,477
  Acquired in-process research and development               --               --                910             --
  Facilities restructuring                                   --               --                194             --
                                                         --------         --------         --------         --------
    Total operating expenses                               16,521           16,343           48,650           50,300
                                                         --------         --------         --------         --------

Income (loss) from operations                                 626           (1,970)           1,742            3,844

Interest income, net                                          422              465            1,136            1,365
Other income (expense)                                        112              (62)             222              (83)
                                                         --------         --------         --------         --------

Income (loss) before income taxes                           1,160           (1,567)           3,100            5,126

Provision for (benefit from) income taxes                    (166)            (471)             668            2,138
                                                         --------         --------         --------         --------

Net income (loss)                                        $  1,326         $ (1,096)        $  2,432         $  2,988
                                                         ========         ========         ========         ========

Basic earnings (loss) per share                          $   0.08         $  (0.06)        $   0.14         $   0.17
Basic weighted average shares outstanding                  17,416           18,178           17,333           17,862
Diluted earnings (loss) per share                        $   0.07         $  (0.06)        $   0.14         $   0.15
Diluted weighted average shares outstanding                17,930           18,178           17,685           19,996
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       4

<PAGE>

<TABLE>
<CAPTION>

                                        MOBIUS MANAGEMENT SYSTEMS, INC.
                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                                     NINE MONTHS ENDED MARCH 31, 2004
                                       (Unaudited, in thousands)


                                                                            Accumulated
                                Common Stock       Additional                  Other        Treasury Stock        Total
                              -----------------     Paid-in    Retained    Comprehensive   ----------------    Stockholders'
                               Shares    Amount     Capital    Earnings       Income       Shares    Amount       Equity
                              -------    ------    ----------  ---------   -------------   ------    ------    -------------

<S>                           <C>        <C>        <C>       <C>           <C>            <C>       <C>        <C>
Balance at June 30, 2003       17,526   $      2   $ 50,653    $  1,466      $    218        5,354   $(15,982)    $ 36,357
Net income                       --         --         --         2,988           --           --        --          2,988
Change in other
  comprehensive income, net
  of tax                         --         --         --          --             398         --         --            398
                                                                                                                     -----
  Comprehensive income                                                                                               3,386

Stock options exercised           588       --        3,175        --            --           --         --          3,175
Stock purchase plan, net
  of tax                          151       --          427        --            --           --         --            427
                               ------   --------   --------    --------      --------     --------   --------    ---------
Balance at March 31, 2004      18,265   $      2   $ 54,255    $  4,454      $    616        5,354   $(15,982)    $ 43,345
                               ===========================================================================================
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.



                                       5

<PAGE>

<TABLE>
<CAPTION>

                         MOBIUS MANAGEMENT SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited, in thousands)

                                                              Nine Months Ended
                                                                  March 31,
                                                             2003           2004
                                                           --------       --------
<S>                                                        <C>            <C>
Cash flows provided by (used in) operating activities:
Net income                                                 $  2,432       $  2,988
                                                           --------       --------
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
  Deferred income taxes                                         370          1,229
  Depreciation and amortization                               2,405          1,370
  Other                                                         298           --
Change in operating assets and liabilities:
  Accounts receivable, net                                    5,435          1,269
  Software license installments                              (8,025)       (10,184)
  Other assets                                                 (748)           546
  Accounts payable and accrued expenses                      (2,214)           581
  Deferred revenue                                            4,287         (1,075)
                                                           --------       --------
  Total adjustments                                           1,808         (6,264)
                                                           --------       --------
Net cash provided by (used in) operating activities           4,240         (3,276)
                                                           --------       --------

Cash flows provided by (used in) investing activities:
  Sale of marketable securities                               2,536           --
  Capital expenditures                                         (944)        (1,035)
                                                           --------       --------
Net cash provided by (used in) investing activities           1,592         (1,035)
                                                           --------       --------

Cash flows provided by financing activities:
  Cash received from exercise of stock options                   53          1,962
  Cash received from employee stock purchase plan               331            291
                                                           --------       --------
Net cash provided by financing activities                       384          2,253
                                                           --------       --------

Effect of exchange rate changes on cash and cash
equivalents                                                     157            401
                                                           --------       --------

Net change in cash and cash equivalents                       6,373         (1,657)
Cash and cash equivalents at beginning of period             31,099         37,315
                                                           --------       --------
Cash and cash equivalents at end of period                 $ 37,472       $ 35,658
                                                           ========       ========

Supplemental disclosure of cash flow information:
Cash (received) paid during the period for:
  Interest                                                 $      5       $      6
  Income taxes, net of refunds                             $   (500)      $    141
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       6

<PAGE>

                         MOBIUS MANAGEMENT SYSTEMS, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1)  Basis of Presentation

      The accompanying consolidated financial statements at June 30, 2003 and
March 31, 2004 and for the three and nine month periods ended March 31, 2003 and
2004 have been prepared in accordance with the requirements of the Securities
and Exchange Commission (SEC) for interim reporting. Under those rules, certain
footnotes or other financial information that is normally required by generally
accepted accounting principles (GAAP) may be condensed or omitted.

      GAAP requires the Company to make estimates and assumptions in preparing
the interim financial statements. The Company has used its best efforts in
establishing good faith estimates and assumptions. Actual results, however, may
differ.

      Mobius Management Systems, Inc. ("Mobius" or the "Company") is responsible
for the financial statements included in this Form 10-Q. These financial
statements include all normal and recurring adjustments that are necessary for
the fair presentation of Mobius's financial position, results of operations and
changes in cash flow. These statements should be read in conjunction with the
consolidated financial statements and notes in Mobius's latest Form 10-K.

(2)  Earnings Per Share

      Earnings per share are presented in accordance with Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings Per Share." SFAS No. 128
stipulates that the calculation of earnings per share (EPS) be shown for all
historical periods as Basic EPS and Diluted EPS. Basic EPS is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding during the period. The computation of Diluted EPS is similar to the
computation of Basic EPS except that it gives effect to all potentially dilutive
instruments that were outstanding during the period.

      The following is a reconciliation of the numerators and denominators for
the Basic and Diluted EPS calculations (in thousands, except per share data):

<TABLE>
<CAPTION>

                                              Three Months Ended March 31,
                         -------------------------------------------------------------------------
                                         2003                              2004
                         ----------------------------------   ------------------------------------
                         Net Income                  Per       Net Income                  Per
                          (Loss)        Shares      Share        (Loss)        Shares      Share
                        (Numerator)  (Denominator)  Amount     (Numerator)  (Denominator)  Amount
                        -----------  -------------  ------     -----------  -------------  ------
<S>                       <C>        <C>            <C>        <C>           <C>          <C>
Basic EPS:
Net income (loss)         $1,326                                $(1,096)
                          ======                                ========
Weighted average shares
 outstanding                            17,416                                 18,178
Basic earnings
  (loss) per share                                  $0.08                                  $(0.06)
                                                    =====                                  ======
Diluted EPS:
Net income (loss)         $1,326                                $(1,096)
                          ======                                =======
Dilutive effect of
 stock options                             514                                      -
                                        ------                                 ------
Weighted average shares
 outstanding                            17,930                                 18,178
                                       =======                                 ======
Diluted earnings
  (loss) per share                                  $0.07                                  $(0.06)
                                                    =====                                 =======
</TABLE>


                                       7

<PAGE>

<TABLE>
<CAPTION>

                                              Nine Months Ended March 31,
                         -------------------------------------------------------------------------
                                         2003                              2004
                         ----------------------------------   ------------------------------------
                                                     Per                                    Per
                         Net Income     Shares      Share       Net Income     Shares      Share
                        (Numerator)  (Denominator)  Amount     (Numerator)  (Denominator)  Amount
                        -----------  -------------  ------     -----------  -------------  ------
<S>                       <C>        <C>            <C>        <C>           <C>          <C>
Basic EPS:
Net income                $2,432                                 $2,988
                          ======                                 ======
Weighted average
  shares outstanding                    17,333                                 17,862
Basic earnings
  per share                                         $0.14                                   $0.17
                                                    =====                                   =====
Diluted EPS:
Net income                $2,432                                 $2,988
                          ======                                 ======
Dilutive effect of
  stock options                            352                                  2,134
                                       -------                                 ------
Weighted average
  shares outstanding                    17,685                                 19,996
                                       =======                                 ======
Diluted earnings
  per share                                         $0.14                                   $0.15
                                                    =====                                   =====
</TABLE>

      Certain outstanding stock options for the three and nine months ended
March 31, 2003, representing an aggregate of 2,561,972 and 2,807,427 shares of
common stock, respectively, and certain outstanding stock options for the three
and nine months ended March 31, 2004, representing an aggregate of 2,203,524 and
335,133 shares of common stock, respectively, were excluded from the calculation
of diluted earnings (loss) per share because the effect would be antidilutive.
Stock options were the only dilutive instruments outstanding for the three and
nine months ended March 31, 2003 and 2004.

(3)  Software License Installments Receivable

      In the ordinary course of business, the Company offers extended payment
terms to some of its customers. For software license contracts of 15 years, the
related financing period is generally 5 years. For software installment
contracts of 3 to 5 years, the payments are generally spread over the related
term. Software license installments are discounted at a market rate of interest
at the date the software license contract revenue is recognized. The discount is
amortized to interest income using the interest method over the payment term.
Using the interest method, interest income is periodically accrued so that as an
installment becomes due the sum of the installment receivable and the interest
receivable equals the amount of the payment required to be made by the customer.

(4)  Property and Equipment

     Property and equipment consists of the following (in thousands):

                                                  Useful     June 30,  March 31,
                                                   Life       2003       2004
                                                   ----       ----       ----

      Computer equipment                         2-5 years   $7,265     $8,144
      Furniture, fixtures and office equipment    5 years     1,437      1,499
      Leasehold improvements                    5-15 years    4,026      4,069
                                                             ------    -------
                                                             12,728     13,712
      Less accumulated depreciation and amortization         (8,182)    (9,349)
                                                             ------    -------
      Property and equipment, net                            $4,546    $ 4,363
                                                             ======    =======

      Depreciation and amortization expense on property and equipment was
$730,000 and $377,000 for the three months ended March 31, 2003 and 2004,
respectively, and $2.2 million and $1.2 million for the nine months ended March
31, 2003 and 2004, respectively.

                                       8

<PAGE>

(5)  Accounts Payable and Accrued Expenses

      Accounts payable and accrued expenses consist of the following (in
thousands):

                                                        June 30,       March 31,
                                                          2003           2004
                                                          ----           ----

      Accounts payable                                  $ 3,110        $ 2,223
      Compensation and related benefits                   6,934          7,717
      Royalties payable                                   1,025          1,075
      Other                                               4,657          5,292
                                                        -------        -------

                                                        $15,726       $ 16,307
                                                        =======       ========

(6)  Stock Incentive Plan

      The Company has adopted the disclosure provisions of SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure, an
amendment of FASB Statement No. 123." SFAS No. 148 requires prominent
disclosures in both annual and interim financial statements regarding the method
of accounting for stock-based employee compensation and the effect of the method
used on reported results. The Company accounts for employee stock options under
the intrinsic value method of Accounting Principles Board (APB) Opinion No. 25,
"Accounting for Stock Issued to Employees." Accordingly, the Company does not
recognize compensation expense related to employee stock options since options
are granted at exercise prices equal to the fair market value on the date of
grant. The following table presents the effect on the Company's net income
(loss) and net income (loss) per share if the Company had applied the fair value
recognition provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation" (in thousands, except per share data):

<TABLE>
<CAPTION>

                                                         Three Months Ended               Nine Months Ended
                                                              March 31,                        March 31,
                                                       2003              2004            2003              2004
                                                       ----              ----            ----              ----

<S>                                                  <C>              <C>              <C>              <C>
Net income (loss), as reported                       $   1,326        $  (1,096)       $   2,432        $   2,988
Add: Stock-based compensation
  expense included in reported net
  income (loss), net of tax                                  7             --                 43             --
Less: Total stock-based employee
  compensation expense determined
  under fair value based method
  for all awards, net of tax                              (341)            (162)            (946)          (1,002)
                                                     ---------        ---------        ---------        ---------
Pro forma net income (loss)                          $     992        $  (1,258)       $   1,529        $   1,986
                                                     =========        =========        =========        =========

Basic net income (loss) per share- as reported       $    0.08        $   (0.06)       $    0.14        $    0.17
Basic net income (loss) per share- pro forma         $    0.06        $   (0.07)       $    0.09        $    0.11
Diluted net income (loss) per share-as reported      $    0.07        $   (0.06)       $    0.14        $    0.15
Diluted net income (loss) per share- pro forma       $    0.06        $   (0.07)       $    0.09        $    0.10
</TABLE>

      The Black Scholes option pricing model has been used for grants subsequent
to July 1, 1998. The per share weighted average fair value of stock options
granted during the three months ended March 31, 2003 and 2004 was $1.54 and
$8.14 on the date of grant, respectively. The per share weighted average fair
value of stock options granted during the nine months ended March 31, 2003 and
2004 was $1.44 and $6.67 on the date of grant, respectively. Grants during the
three and nine months ended March 31, 2003 assumed 110% of volatility, expected
dividend yield of 0.0% and an expected life of 3.1 years and 3.3 years,
respectively. Grants during the three and nine months ended March 31, 2004
assumed 106% and 107% of volatility, expected dividend yield of 0.0% and an
expected life of 4.3 years and 3.6 years, respectively. The assumed risk free
interest rate on the date of grants for the three and nine months ended March
31, 2003 and the three months ended March 31, 2004 was 2.8% and for the nine
months ended March 31, 2004 was 3.2%.


                                       9

<PAGE>

(7)  Comprehensive Income (Loss)

      SFAS No. 130, "Reporting Comprehensive Income" requires the disclosure of
comprehensive income, which includes net income, foreign currency translation
adjustments and unrealized gains and losses on marketable securities classified
as available-for-sale. Comprehensive income (loss) for the three and nine months
ended March 31, 2003 and 2004 is as follows (in thousands):

<TABLE>
<CAPTION>

                                            Three Months Ended      Nine Months Ended
                                                 March 31,              March 31,
                                            2003          2004       2003      2004
                                            ----          ----       ----      ----

<S>                                        <C>         <C>          <C>       <C>
Net income (loss)                          $1,326      $(1,096)      $2,432   $2,988
Unrealized marketable securities loss           -            -          (99)       -
Unrealized translation gain (loss)            (42)        (122)         157      398
                                         ----------------------     ----------------
Comprehensive income (loss)                $1,284      $(1,218)      $2,490   $3,386
                                         ======================     ================
</TABLE>

(8)  Commitments and Contingencies

      In compliance with the leases of the Company's corporate headquarters in
Rye, NY and a sales office in Chicago, IL, the landlords hold letters of credit
issued by two banks totaling in the aggregate $325,000, secured by a certificate
of deposit and a money market account.

(9)  Sale of INFOPAC-TapeSaver

      In January 1999, the Company sold the INFOPAC-TapeSaver product to a third
party for approximately $3.0 million payable over a five-year period. As a
result of this arrangement, the Company was going to recognize $3.0 million of
license revenues as the buyer made payments over a five-year period ended
December 31, 2003. The buyer has been delinquent on these payments since June
2001 and, as such, no license revenue relating to this transaction was
recognized in the three and nine months ended March 31, 2003 and 2004.

      Mobius commenced arbitration proceedings against the buyer to enforce the
payment terms in the sales agreement. On March 26, 2002, the arbitrator issued
an award in Mobius's favor against the buyer and its president in the amount of
$381,750, which represented the amount past due under such agreement. The
arbitrator also directed the buyer and its president to pay Mobius $37,500 per
month from March 31, 2002 through December 31, 2003 and to pay Mobius's share of
the arbitration expenses. In April 2002, Mobius commenced an action against the
buyer and its president in the United States District Court for the Southern
District of New York to confirm the arbitration award. The Court entered an
order confirming the award on September 23, 2002. The Company has docketed the
judgment in California for the full amount of the debt due of approximately $1.2
million and is currently pursuing actions to enforce the judgment. To date, the
Company has not recorded any amounts due in connection with the arbitration. As
a result of the uncertainty of collection, any amounts ultimately recorded will
be accounted for on the cash basis.

(10)  Facilities Restructuring

      In connection with management's plan to reduce costs and improve operating
efficiencies, the Company recorded a facilities restructuring charge of $1.4
million in the fourth quarter of fiscal 2002 and an additional charge of
$194,000 in the second quarter of fiscal 2003. Refer to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 2003 for a further
discussion of this plan. Through June 30, 2003, cash payments totaled $1.5
million.

                                       10
<PAGE>

      The balance of the facilities restructuring accrual and the transactions
for the nine months ended March 31, 2004 are as follows (in thousands):

                            June 30,      Cash        Other       March 31,
                              2003      Payments   Adjustments      2004
                              ----      --------   -----------      ----
  Rent and related
    facilities expenses      $ 112        $55        $ (41)          $16
                             =====        ===        ======          ===

(11)  Cytura Asset Acquisition

      On October 11, 2002 (the "Cytura Closing Date"), the Company, through a
wholly-owned subsidiary, acquired technology (the "Contenuity Software") and
certain other assets of Cytura Corp. ("Cytura"), a privately held company, for
an aggregate of approximately $2.2 million in cash, which was paid from the
Company's existing cash balances. In addition, the Company assumed capital lease
obligations of $36,000 and incurred acquisition-related expenses of $250,000,
for an aggregate purchase price of approximately $2.5 million. Additionally,
under the terms of the agreement, the Company was obligated to pay Cytura an
additional $800,000 within 60 days of the first anniversary of the transaction
if the average closing price of the Company's common stock for a 30-day period
in the thirteen months following the Cytura Closing Date exceeded specified
amounts set forth in the agreement. During the fiscal fourth quarter of 2003,
the average closing price of the Company's common stock exceeded such specified
amount. Accordingly, during the fourth quarter of fiscal 2003, the Company
recorded goodwill and a payable to Cytura of $800,000 reflecting the requirement
to pay this amount. Under the terms of a revised agreement with Cytura, the
Company made the $800,000 payment to Cytura in January, 2004.

      A portion of the purchase price for the Contenuity Software and the other
Cytura assets has been allocated to completed technology ($900,000) and goodwill
($1,236,000). Completed technology is being amortized on a straight-line basis
over the estimated useful life of 3.75 years. Accordingly, during the nine
months ended March 31, 2004, the Company had amortized $180,000 of the completed
technology, and will amortize $60,000 during the remainder of fiscal 2004 and
$240,000 in each of the fiscal years 2005 and 2006.

      The following table reflects the unaudited pro forma combined results of
operations for the nine months ended March 31, 2003 of the Company and Cytura on
the basis that the Cytura acquisition had taken place at the beginning of the
2003 fiscal year (in thousands). The pro forma information for the 2004 fiscal
year has been intentionally omitted as the Company's reported operating results
for the 2004 fiscal year include the effect of the Cytura acquisition for the
full three and nine month periods ended March 31, 2004.

                                                  Nine months Ended
                                                    March 31, 2003
                                                    --------------
                                                      Pro Forma
                                                      ---------
Revenues                                               $61,075
Net income                                              $2,061
Basic and diluted earnings per share                     $0.12


(12)  Subsequent Event - eManage Asset Acquisition

      On April 26, 2004 (the "eManage Closing Date"), the Company, through a
wholly-owned subsidiary, acquired technology and certain other assets of
privately-held eManage Inc. ("eManage"). eManage develops software solutions for
e-mail archiving, records management and lifecycle management that enable
organizations to manage corporate records at an enterprise level. On the eManage
Closing Date, Mobius paid eManage approximately $2.4 million in cash for the
acquired assets, which was paid from the Company's existing cash balances. In
addition, pursuant to the Asset Purchase and Sale Agreement, Mobius may be
obligated to pay eManage up to an additional $1.2 million if certain revenue and
other operating targets are achieved through the period ended June 30, 2005.

                                       11

<PAGE>

      The purchase of the technology and certain other assets of eManage will be
recorded using the purchase method of accounting in accordance with SFAS No.
141, "Business Combinations," which requires the allocation of the purchase
price to the acquired assets based on fair market value. It is anticipated that,
following a third party valuation of the acquired assets, a portion of the
purchase price will be allocated to in-process research and development. Any
amount of the purchase price allocated as such will be charged to expense in
Mobius's fiscal fourth quarter of 2004.




                                       12


<PAGE>

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

      In this section, readers are given a more detailed assessment of
Mobius's operating results and changes in financial position. This section
should be read in conjunction with Mobius's Consolidated Financial Statements
and Notes. Please note that references in this section to "last year's quarter"
and "this quarter" refer to Mobius's fiscal quarters ended March 31, 2003 and
2004, respectively. Mobius's quarterly revenues and operating results have
varied substantially from quarter to quarter in the past, and are likely to
continue to do so in the future.

      Statements contained in this quarterly report, other than historical
financial results, may be forward-looking within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements involve
risks and uncertainties. They are not historical facts or guarantees of future
performance or events. They are based on current expectations, estimates,
beliefs, assumptions, goals and objectives, and are subject to uncertainties
that are difficult to predict. In particular, any statements contained herein
regarding expectations with respect to future sales and profitability, as well
as product development and/or introductions, are subject to known and unknown
risks, uncertainties and contingencies, many of which are beyond Mobius's
control, which may cause actual results, performance or achievements to differ
materially from those projected or implied in such forward-looking statements.
Important factors that might affect actual results, performance or achievements
include, among other things, fluctuations in period to period results,
seasonality, uncertainty of future operating results, technological change,
extended payment risk, product concentration, competition, international sales
and operations, expansion of indirect channels, increased investment in
professional services, protection of intellectual property, dependence on
licensed technology, risk of product defects, product liability, management of
growth, dependence on executive management, other key employees and
subcontractors and concerns about transaction security on the Internet. Certain
of these risks and uncertainties are described in detail from time to time in
Mobius's filings with the Securities and Exchange Commission, including without
limitation, as set forth under the heading "Factors Affecting Future
Performance" below. Forward-looking statements included in this quarterly report
are based on information known to Mobius as of the date of this quarterly report
and Mobius accepts no obligation (and expressly disclaims any obligations) to
update these forward-looking statements and does not intend to do so.

Overview

      Mobius is a leading provider of integrated solutions for total content
management (TCM). For over two decades, Mobius has delivered innovative software
that captures, stores, manages and delivers mission- and business-critical
content, such as documents, reports, images and transactions in multiple formats
from multiple sources. Mobius solutions have achieved industry-wide recognition
for their breadth of functionality, breadth of supported information formats and
the ability to meet high-volume, high-performance requirements in distributed
environments that range from the desktop to the mainframe.

      The Company's ViewDirect(R) TCM is a comprehensive suite of solutions that
meet a broad and diverse range of enterprise requirements for managing and
delivering content. ViewDirect TCM supports both "human-created" content --
generated by desktop applications -- and the "application-created" content --
generated by production systems -- that is needed to fuel next-generation
Web-based applications. ViewDirect TCM includes facilities for integrated access
to disparate content as well as products that support content-intensive
applications including Web site, digital asset and document management; business
process management; imaging; Internet presentment and payment; records
management; enterprise report distribution; check image archive; and an audit
and balancing facility that monitors the accuracy and consistency of enterprise
data. With the acquisition of the assets of eManage Inc. ("eManage"), the
Company will also provide comprehensive e-mail archiving and records management,
including interfaces to products such as Microsoft's SharePoint. For additional
information on the eManage acquisition, see the section entitled "Liquidity and
Capital Resources" below.

                                       13
<PAGE>

Critical Accounting Policies and Estimates

      Mobius's discussion and analysis of its financial condition and results of
operations are based upon Mobius's consolidated financial statements, which have
been prepared in accordance with GAAP. The preparation of financial statements
in accordance with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenue and expenses during the reporting period.
Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances. These estimates are evaluated on an on-going basis. Actual
results could differ from those estimates.

      Management believes that its significant judgments and estimates used in
the preparation of Mobius's consolidated financial statements are influenced by
the following critical accounting policies:

Revenue Recognition

      The Company recognizes license and maintenance revenue in accordance with
the provisions of Statement of Position ("SOP") 97-2, "Software Revenue
Recognition," as amended by SOP 98-9, "Modification of SOP 97-2, Software
Revenue Recognition, With Respect to Certain Transactions." The Company
generates license revenues from licensing the rights to use its software
products to its customers. The Company also generates maintenance revenues from
renewable support and software enhancements and professional service revenues
from consulting activities performed for license customers. Revenue from
software license contracts includes fees related to licenses with terms
generally of 3, 5 or 15 years.

      Revenues from software license agreements are recognized upon delivery of
the software if evidence of an arrangement exists, pricing is fixed and
determinable, and collectibility is probable. If an acceptance period is
required, revenues are recognized upon the earlier of customer acceptance or the
expiration of the acceptance period. The Company allocates revenue on software
arrangements involving multiple elements to each element based on
vendor-specific objective evidence of the fair value allocable to each element.
Generally, Mobius's contracts include a software license and an obligation to
provide maintenance. Assuming all other revenue recognition criteria are met,
revenue is recognized upon delivery using the residual method in accordance with
SOP 98-9, where the fair value of the undelivered elements is deferred and the
remaining portion of the arrangement fee is recognized as revenue. Accordingly,
when the Company enters into a contract that includes both a software license
and an obligation to provide maintenance, the maintenance revenue is unbundled
from the initial license fee and recognized ratably over the maintenance period,
starting from the inception of the software license agreement. The Company
determines the portion of the contract price attributable to maintenance (which
may not necessarily track the allocation between license and maintenance fees
set out in the contract) using a percentage derived from Mobius's pricing
structure. The unbundled portion of such maintenance revenue is classified as
deferred revenue, with amounts extending beyond one year reported as non-current
deferred revenue. If evidence of the fair value for undelivered elements does
not exist, all revenue from the arrangement is deferred until such evidence
exists or until all elements are delivered.

      The Company offers installment contracts to its customers, which provide
for payments in installments, generally over periods ranging from 3 to 5 years.
Under such contracts, software license revenue reflects the present value of
future payments under non-cancelable license arrangements. The Company has an
established business practice of offering installment contracts to customers and
has a history of successfully enforcing original payment terms on these
contracts without making concessions. In addition, the payment obligations are
unrelated to product implementation or any other post-transaction activity;
therefore, revenues from installment contracts are generally recognized in the
same manner as those requiring

                                       14
<PAGE>

current payment. In the case of installment contracts, software license revenue
includes the present value of future payments. The discount is recognized as
interest income over the term of the arrangement. Mobius is investigating the
opportunity to assign individual installment receivables to third party
financial institutions to manage the Company's cash flow.

      Maintenance revenue is generally recognized ratably over the term of the
support, typically 12 months. The unearned portion of maintenance revenue is
classified as deferred revenue.

      Professional service revenue is generally recognized using the percentage
of completion method of accounting. In accordance with this method, revenue from
professional service contracts is recognized based on the percentage of costs
incurred to date to the total estimated costs of the project. The financial
reporting for these contracts depends on estimates, which are regularly assessed
and subject to revision as the contract progresses to completion. When the
current estimate of total contract costs indicates that a contract will result
in a loss, a provision for the full loss is recognized. Professional service
revenue associated with new products is generally deferred until completion of
the project and acceptance by the customer.

Software Development Costs

      Statement of Financial Accounting Standards ("SFAS") No. 86, "Accounting
for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed,"
requires the capitalization of certain software development costs once
technological feasibility is established. The capitalized costs are then
amortized on a straight-line basis over the estimated product life, or on the
ratio of current revenues to total projected product revenues, whichever is
greater.

      The Company determines technological feasibility based on the working
model method. The period between establishment of a working model and the
general availability of Mobius's software has historically been short and,
accordingly, software development costs qualifying for capitalization have been
insignificant. As a result, the Company has expensed all software development
costs.

Income Taxes

      The Company accounts for income taxes under SFAS No. 109, "Accounting for
Income Taxes." SFAS No. 109 requires the use of the asset and liability method
of accounting for income taxes. Under this method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities, and their respective tax bases. Deferred tax assets are
recognized for deductible temporary differences, net operating loss
carryforwards, and tax credit carryforwards if it is more likely than not that
the tax benefits will be realized. A valuation allowance is established if it is
more likely than not that a deferred tax asset will not be realized.



                                       15

<PAGE>

Results of Operations

      The following table sets forth certain items from the Company's
Consolidated Statements of Operations as a percentage of total revenues for the
fiscal periods indicated:

<TABLE>
<CAPTION>

                                                   Three Months Ended           Nine Months Ended
                                                        March 31,                   March 31,
                                                    2003         2004             2003       2004
                                                    ----         ----             ----       ----

<S>                                                 <C>         <C>               <C>        <C>
Revenues:
  Software license                                  46.0%       36.0%             45.0%      47.1%
  Maintenance                                       48.1        56.2              47.0       46.6
  Professional service and other                     5.9         7.8               8.0        6.3
                                                 -------       -----             -----      -----
    Total revenues                                 100.0       100.0             100.0      100.0
                                                 -------       -----             -----      -----

Cost of revenues:
  Software license                                   2.1         0.8               1.4        1.4
  Maintenance                                        8.6         9.7               7.9        7.7
  Professional service and other                     5.8         8.9               7.8        7.0
                                                 -------       -----             -----      -----
    Total costs of revenues                         16.5        19.4              17.1       16.1
                                                 -------       -----             -----      -----

Gross profit                                        83.5        80.6              82.9       83.9
                                                 -------       -----             -----      -----

Operating expenses:
  Sales and marketing                               43.6        46.0              43.4       41.1
  Research and development                          23.3        30.2              21.9       23.7
  General and administrative                        13.5        15.5              12.9       13.1
  Acquired in-process research
    and development                                   --          --               1.5        --
  Facilities restructuring                            --          --               0.3        --
                                                 -------       -----             -----      -----
    Total operating expenses                        80.4        91.7              80.0       77.9
                                                 -------       -----             -----      -----

Income (loss) from operations                        3.1       (11.1)              2.9        6.0

Interest income, net                                 2.1         2.6               1.9        2.1
Other income (expense)                               0.5        (0.3)              0.3       (0.2)
                                                 -------       -----             -----      -----
Income (loss) before income taxes                    5.7        (8.8)              5.1        7.9

Provision for (benefit from) income taxes           (0.8)       (2.6)              1.1        3.3
                                                 -------       -----             -----      -----

Net income (loss)                                    6.5%       (6.2)%             4.0%       4.6%
                                                 =======       =====             =====      =====
</TABLE>



                                       16

<PAGE>

Executive Overview

      Total revenues in the third quarter of fiscal 2004 of $17.8 million were
13.2% lower than revenues of $20.5 million in the same period last year. This
quarter was impacted by a number of large transactions that for several reasons,
including protracted negotiations of terms and delays in our customers' approval
process, did not close as anticipated. It appears that these conditions may be
an ongoing trend that could have an impact on future quarters. The Company is
attempting to alleviate the impact of this trend by simplifying some of its
contract and financial terms. There can be no assurance that the Company will be
successful in closing these transactions as anticipated. Operating loss in the
third quarter of fiscal 2004 was $2.0 million, or (11.1)% of revenues, as
compared with operating income of $626,000, or 3.1% of revenues, in the same
period last year. Net loss for the third quarter of fiscal 2004 was $1.1
million, or ($0.06) per share, as compared with net income of $1.3 million, or
$0.07 per diluted share, in the same period last year.

      Total revenues in the first nine months of fiscal 2004 of $64.5 million
were 6.2% higher than revenues of $60.8 million in the same period last year.
The increase in revenues was due to higher license revenues resulting largely
from the success of our offering of "Solution Packs," as well as an increase in
maintenance revenues resulting from the growth in software licenses covered by
maintenance agreements and increased maintenance fees. Operating income in the
first nine months of fiscal 2004 was $3.8 million, or 6.0% of revenues, as
compared with $1.7 million, or 2.9% of revenues, in the same period last year.
Last year's results included second-quarter charges for acquired in-process
research and development and facilities restructuring of $910,000 and $194,000,
respectively. Net income for the first nine months of fiscal 2004 was $3.0
million, or $0.15 per diluted share, as compared with $2.4 million, or $0.14 per
diluted share, in the same period last year.

      The Company believes that the content management markets in which we
operate will experience growth in the near term and that our recent product
introductions and the e-mail archiving and records management technology
acquired from eManage will provide additional opportunities for growth. However,
market factors are driving customers to cautiously spend on enterprise software
which can result in unpredictability in the timing of orders. There are no
assurances that the growth in the overall content management market or the
success of our recent products, such as WorkflowDirect(TM), ViewDirect(R) Total
Content Integrator and ViewDirect-ABS, as well as acquired technology, will
develop as anticipated.

      The Company also believes that customers are focusing on purchasing
solutions for particular applications that have well defined rates of return, as
well as on simplifying their environments to gain access to disparate
repositories and content throughout their organization quickly and easily. To
address these purchasing patterns, Mobius began to market licenses of ViewDirect
TCM products under the term "Solution Packs" during the latter part of fiscal
2003. Solution Packs are bundles of server products and client products designed
to address specific customer applications and requirements, generally with
license terms of five years. In marketing our Solution Packs, the Company offers
extended payment terms to some of our customers, which we believe enhances the
Company's competitive position. However, there are no assurances that the
offering of Solution Packs will continue to have positive results. Mobius
continues to monitor the level of sales that include extended payment terms to
manage the use of cash associated with these sales.

      Three Months Ended March 31, 2003 Compared to Three Months Ended March
31, 2004

Revenues:

o    Total revenues decreased 13.2% from $20.5 million in last year's quarter to
     $17.8 million this quarter. Domestic revenues decreased 26.2% from $18.4
     million in last year's quarter to $13.6 million this quarter. International
     revenues increased 99.7% from $2.1 million in last year's quarter to $4.2
     million this quarter. Approximately 15% of the increase in international
     revenues was a result of the change in the exchange rates from the prior
     year's quarter. The following provides

                                       17
<PAGE>

     a discussion of the changes in software license revenues, maintenance
     revenues and professional service and other revenues for the quarter ended
     March 31, 2004, as compared with the quarter ended March 31, 2003.

o    Software license revenues decreased 32.1% from $9.4 million in last year's
     quarter to $6.4 million this quarter. This decrease was due to a number of
     large transactions that for several reasons, including protracted
     negotiations of terms and delays in our customers' approval process, did
     not close in the quarter as anticipated.

o    Maintenance revenues remained relatively flat, totaling $9.9 million in
     last year's quarter and $10.0 million this quarter. The slight increase in
     maintenance revenue is primarily attributable to the growth in the amount
     of licensed software covered by maintenance agreements and increases in the
     maintenance fees charged by the Company, which was offset by a decrease in
     the rate of maintenance charged on "Solution Packs". During the latter part
     of fiscal 2003, Mobius began to market licenses of ViewDirect TCM products
     under the term Solution Packs. Historically, Mobius has charged primarily
     15% of contract value for server product annual maintenance and between 5%
     and 15% of contract value for client product annual maintenance, with a
     significant portion of the maintenance contracts covering server products.
     Beginning in the latter part of fiscal 2003, annual maintenance for new 15
     year licenses for server and client products is generally based on 15% of
     the contract value, and annual maintenance for Solution Packs is typically
     based on 10% of the contract value. If a significant portion of the
     Company's revenues is derived from Solution Packs and its customer base
     remains the same, maintenance revenues could potentially decrease.

o    Professional service and other revenues increased 16.0% from $1.2 million
     in last year's quarter to $1.4 million this quarter, reflecting an increase
     in the number of professional service engagements.

Cost of Revenues:

o    Cost of software license revenues consists primarily of the cost of
     royalties and sublicense fees. The cost of software license revenues
     decreased 65.7% from $431,000 in last year's quarter to $148,000 this
     quarter, representing 4.6% and 2.3%, respectively, of software license
     revenues in those quarters. The cost of software license revenues is a
     variable expense related to software license revenues that are subject to
     third-party royalties and sub-license fees. The decrease in cost of revenue
     as a percentage of revenues is primarily due to a mix of less software
     license revenue on which the Company pays royalties. The lower overall
     expense amount is consistent with lower software license revenues for the
     quarter.

o    Cost of maintenance revenues consists primarily of personnel costs related
     to our Customer Satisfaction group. The cost of maintenance revenues
     decreased 2.5% from $1.8 million in last year's quarter to $1.7 million
     this quarter, representing 17.9% and 17.3%, respectively, of maintenance
     revenues in those quarters. The decrease in cost of maintenance revenues is
     primarily due to increased utilization of Customer Satisfaction personnel
     in research and development projects and the classification of the related
     costs as research and development expense. This decrease was partially
     offset by increases in personnel costs, subcontractor costs and third-party
     royalty costs.

o    Cost of professional service and other revenues consists primarily of
     personnel and subcontractor costs directly associated with providing
     professional services. The cost of professional service and other revenues
     increased 33.4% from $1.2 million in last year's quarter to $1.6 million
     this quarter. These costs as a percentage of professional service and other
     revenues increased from 98.3% in last year's quarter to 113.1% in this
     quarter. The cost of professional service increased due to higher
     third-party vendor costs and lower margins on the implementation of newer
     products.

                                       18

<PAGE>

Operating Expenses:

o    Sales and marketing expenses consist primarily of the cost of personnel
     associated with the selling and marketing of Mobius's products, including
     salaries, incentive compensation costs, travel and entertainment costs and
     bad debt expense. Sales and marketing costs also include the cost of branch
     sales offices, marketing, promotional materials and advertising. These
     expenses decreased 8.4% from $9.0 million in last year's quarter to $8.2
     million this quarter, representing 43.6% and 46.0%, respectively, of total
     revenues in those quarters. The decrease in sales and marketing expenses
     was primarily attributable to lower sales incentive compensation as a
     result of lower license revenue.

o    Research and development expenses consist primarily of personnel costs
     attributable to the development of new software products and the
     enhancement of existing products. The Company employs developers in Rye, NY
     and Orlando, FL and utilizes subcontractors in India and the Ukraine.
     Research and development expenses increased 12.2% from $4.8 million in last
     year's quarter to $5.4 million this quarter, representing 23.3% and 30.2%,
     respectively, of total revenues in those quarters. The increase in research
     and development expenses is primarily attributable to higher headcount and
     related costs associated with continued development of new products and
     additional quality control resources.

o    General and administrative expenses consist of personnel costs related to
     management, accounting, human resources, information technology services,
     administration and associated overhead costs, as well as fees for
     professional services, primarily legal and accounting. General and
     administrative expenses remained flat, totaling $2.8 million in both last
     year's quarter and this quarter, representing 13.5% and 15.5%,
     respectively, of total revenues in those quarters.

Interest income and other income (expense):

      Interest income, net of interest expense, was $422,000 in last year's
quarter and $465,000 in this quarter. The increase in interest income is
attributable to higher interest from increased installment receivables balances,
partially offset by lower returns on investments. Other income (expense),
comprised of foreign currency transactions, was a gain of $112,000 in last
year's quarter and a loss of $62,000 this quarter.

Benefit from income taxes:

      The benefit from income taxes was $166,000 (effective tax benefit rate of
14.3%) in last year's quarter and $471,000 (effective tax benefit rate of 30.1%)
in this quarter. Last year's quarter included a $700,000 tax benefit resulting
from the resolution of certain tax matters. Excluding the $700,000 tax benefit,
the effective tax rate was 46.0% for last year's quarter. The difference between
the effective tax rate in the current quarter as compared with the effective tax
rate in last year's quarter (exclusive of the $700,000 tax benefit) was
primarily due to an increase in foreign taxes for which no U.S. foreign tax
credit was available and to a decrease in losses in certain foreign
jurisdictions for which no tax benefit had been recognized.

      Nine Months  Ended March 31,  2003  Compared to Nine Months  Ended March
31, 2004

Revenues:

o    Total revenues increased 6.2% from $60.8 million in the first nine months
     of fiscal 2003 to $64.5 million in the first nine months of fiscal 2004.
     Domestic revenues decreased 4.0% from $52.6 million in the first nine
     months of fiscal 2003 to $50.5 million in the first nine months of fiscal
     2004. International revenues increased 71.4% from $8.2 million in the first
     nine months of fiscal 2003 to $14.1 million in the first nine months of
     fiscal 2004. Approximately 15% of the increase in international revenues
     was a result of the change in the exchange rates from the same period last
     year. The following provides a discussion of the changes in software
     license revenues, maintenance revenues and professional service and

                                       19
<PAGE>

     other revenues for the first nine months of fiscal 2003, as compared with
     the first nine months of fiscal 2004.

     o    Software license revenues increased 11.1% from $27.4 million in the
          first nine months of fiscal 2003 to $30.4 million in the first nine
          months of fiscal 2004. This increase is attributable to the success of
          "Solution Packs," which Mobius began to market in the latter part of
          fiscal 2003, and a nominal improvement in the overall economy.

     o    Maintenance revenues increased 5.4% from $28.5 million in the first
          nine months of fiscal 2003 to $30.1 million in the first nine months
          of fiscal 2004. The increase in maintenance revenue is primarily
          attributable to the growth in the amount of licensed software covered
          by maintenance agreements and increases in the maintenance fees
          charged by the Company. During the latter part of fiscal 2003, Mobius
          began to market licenses of ViewDirect TCM products under the term
          Solution Packs. Historically, Mobius has charged primarily 15% of
          contract value for server product annual maintenance and between 5%
          and 15% of contract value for client product annual maintenance, with
          a significant portion of the maintenance contracts covering server
          products. Beginning in the latter part of fiscal 2003, annual
          maintenance for new 15 year licenses for server and client products is
          generally based on 15% of the contract value, and annual maintenance
          for Solution Packs is typically based on 10% of the contract value. If
          a significant portion of the Company's revenues is derived from
          Solution Packs and its customer base remains the same, maintenance
          revenues could potentially decrease.

     o    Professional service and other revenues decreased 16.8% from $4.9
          million in the first nine months of fiscal 2003 to $4.1 million in the
          first nine months of fiscal 2004. Professional service revenues for
          the first nine months of fiscal 2004 included approximately $500,000
          relating to services associated with new products that we had
          previously deferred revenue recognition pending acceptance by the
          customer. Excluding this amount, professional service revenues
          decreased almost 27%, reflecting fewer large professional service
          engagements.

Cost of Revenues:

o    Cost of software license revenues consists primarily of the cost of
     royalties and sublicense fees. The cost of software license revenues
     remained relatively flat, totaling $853,000 in the first nine months of
     fiscal 2003 and $872,000 in the first nine months of fiscal 2004,
     representing 3.1% and 2.9%, respectively, of software license revenues in
     those periods. The cost of software license revenues is a variable expense
     related to software license revenues that are subject to third-party
     royalties and sub-license fees. The slight increase in cost of software
     license revenues is consistent with the increase in license revenues.
     Additionally, the first nine months of fiscal 2003 included a first-quarter
     benefit from negotiating more favorable terms with respect to a royalty
     agreement.

o    Cost of maintenance revenues consists primarily of personnel costs related
     to our Customer Satisfaction group. The cost of maintenance revenues
     increased 4.5% from $4.8 million in the first nine months of fiscal 2003 to
     $5.0 million in the first nine months of fiscal 2004, representing 16.7%
     and 16.6%, respectively, of maintenance revenues in those periods. The
     first nine months of fiscal 2003 included a fiscal first-quarter benefit
     from negotiating more favorable terms with respect to a royalty agreement.
     Additionally, the cost of maintenance revenues decreased in the current
     year due to the increased utilization of Customer Satisfaction personnel in
     research and development projects and the classification of the related
     costs as research and development expense. The impact of these items was
     offset by increased staffing and personnel-related costs.

o    Cost of professional service and other revenues consists primarily of
     personnel and subcontractor costs associated with providing professional
     services. The cost of professional service and other revenues decreased
     4.8% from $4.8 million in the

                                       20
<PAGE>

      first nine months of fiscal 2003 to $4.5 million in the first nine months
      of fiscal 2004, representing 97.8% and 111.9%, respectively, of
      professional service and other revenues in those periods. The cost of
      professional service for the first nine months of fiscal 2004 included
      approximately $500,000 of costs relating to services associated with new
      products that we had previously deferred pending acceptance by the
      customer. Excluding this amount, the cost of professional service
      decreased 15%, primarily due to a decrease in third-party vendor costs.
      The cost of professional service revenue as a percentage of professional
      service and other revenues has increased due to lower margins on the
      implementation of newer software products.

Operating Expenses:

o    Sales and marketing expenses consist primarily of the cost of personnel
     associated with the selling and marketing of Mobius's products, including
     salaries, incentive compensation costs, travel and entertainment costs and
     bad debt expense. Sales and marketing costs also include the cost of branch
     sales offices, marketing, promotional materials and advertising. These
     expenses remained relatively flat, totaling $26.3 million in the first nine
     months of fiscal 2003 and $26.5 million in the first nine months of fiscal
     2004, representing 43.4% and 41.1%, respectively, of total revenues in
     those periods. Sales and marketing expenses increased slightly due to
     higher personnel costs (reflecting increased headcount), offset by lower
     depreciation costs and bad debt expense.

o    Research and development expenses consist primarily of personnel costs
     attributable to the development of new software products and the
     enhancement of existing products. The Company employs developers in Rye, NY
     and Orlando, FL and utilizes subcontractors in India and the Ukraine.
     Research and development expenses increased 14.8% from $13.3 million in the
     first nine months of fiscal 2003 to $15.3 million in the first nine months
     of fiscal 2004, representing 21.9% and 23.7%, respectively, of total
     revenues in those periods. The increase in research and development
     expenses is primarily attributable to higher headcount and related costs
     associated with continued development of newer products, additional quality
     control resources and personnel added with the acquisition of the
     Contenuity Software.

o    General and administrative expenses consist of personnel costs related to
     management, accounting, human resources, information technology services,
     administration and associated overhead costs, as well as fees for
     professional services, primarily legal and accounting. General and
     administrative expenses increased 7.8% from $7.9 million in the first nine
     months of fiscal 2003 to $8.5 million in the first nine months of fiscal
     2004, representing 12.9% and 13.1%, respectively, of total revenues in
     those periods. The increase in general and administrative expenses is
     primarily attributable to higher personnel costs and professional fees,
     offset by lower depreciation costs.

o    Acquired in-process research and development expenses relate to the
     acquisition of the Contenuity Software and certain other assets of Cytura
     Corp. ("Cytura") in the second quarter of fiscal 2003. A portion of the
     purchase price was allocated to acquired in-process research and
     technology. (For a further discussion of the acquisition of the Contenuity
     Software and certain other assets of Cytura, see the section entitled
     "Liquidity and Capital Resources" below.) Since the technological
     feasibility of the research and development projects had not yet been
     achieved and Mobius believed such projects had no alternative future use,
     the acquired in-process research and development was expensed in the
     quarter of acquisition. As a result, the Company recorded a charge of
     $910,000 in the second quarter of fiscal 2003.

o    Facilities restructuring expenses of $194,000 in the second quarter of
     fiscal 2003 consisted of an accrual for a loss on the Company's leases for
     two of its sales offices. In connection with management's plan to reduce
     costs and improve operating efficiencies, the Company recorded a facilities
     restructuring charge of $1.4 million in the fourth quarter of fiscal 2002
     relating to the first sales office. The charge reflected estimated future
     lease obligations, net of estimated

                                       21
<PAGE>

     sublease income, for office space the Company will no longer utilize. The
     Company worked with an external real estate consultant to determine the
     best estimate for the accrual. During the second quarter of fiscal 2003,
     the Company entered into an agreement with the landlord and the over-tenant
     which released Mobius from all of its ongoing obligations under the
     original terms of the lease effective as of February 15, 2003. Accordingly,
     the Company recorded additional expenses of $78,000 in the second quarter
     of fiscal 2003.

     In connection with the second sales office, the Company recorded a
     facilities restructuring charge of $116,000 in the second quarter of fiscal
     2003 representing the estimated future lease obligations for office space
     that the Company was subleasing to a third party. The third party abandoned
     such space during the second quarter of fiscal 2003 and the Company
     believed that it was highly unlikely that it would be able to sublease this
     space for the remainder of the lease term.

     As of March 31, 2004, the Company had $16,000 remaining in the facilities
     restructuring accrual, which will be paid in future periods in accordance
     with the plan provisions.

Interest income and other income (expense):

      Interest income, net of interest expense, was $1.1 million in the first
nine months of fiscal 2003 and $1.4 million in the first nine months of fiscal
2004. The increase in interest income is primarily attributable to higher
interest from increased installment receivables balances, partially offset by
lower returns on investment and lower cash balances. Other income (expense) is
comprised of gain on investments and foreign currency transactions. Gain on
investments of $113,000 during the first nine months of fiscal 2003 was the
result of the sale of Mobius's remaining investment in Intelidata stock in the
first quarter of fiscal 2003. Foreign currency gains were $109,000 in the first
nine months of fiscal 2003 and foreign currency losses of $83,000 in the first
nine months of fiscal 2004.

Provision for income taxes:

      The provision for income taxes was $668,000 (effective tax rate of 21.5%)
in the first nine months of fiscal 2003 and $2.1 million (effective tax rate of
41.7%) in the first nine months of fiscal 2004. The tax provision for the first
nine months of fiscal 2003 includes a third-quarter tax benefit of $700,000
resulting from the resolution of certain tax matters. Excluding the $700,000 tax
benefit, the effective tax rate was 44.1% for the first nine months of fiscal
2003. The lower effective tax rate in the current period as compared with the
prior period (exclusive of the $700,000 tax benefit) was primarily due to a
decrease in losses in certain foreign jurisdictions for which no tax benefit had
been recognized.

Liquidity and Capital Resources

Executive Overview

      Since its inception, Mobius has funded its operations principally through
cash flows from operating activities and, to a lesser extent, equity or bank
financings. As of March 31, 2004, Mobius had cash and cash equivalents of $35.7
million, a decrease of $1.6 million from the $37.3 million held at June 30,
2003. The decrease was primarily due to an increase in software license
installment receivables, substantially offset by net cash earnings, a decrease
in accounts receivable and cash generated from the exercise of stock options by
employees and employee stock purchases. As of March 31, 2004 and June 30, 2003,
the Company had no bank debt outstanding.

      The Company believes that its existing cash balances and cash flows
expected from future operations will be sufficient to meet the Company's capital
requirements for at least 12 months. As discussed in the section entitled,
"Software License Installments Receivable" below, the Company has entered into a
number of license contracts having extended payment terms. If the level of
software license revenues

                                       22
<PAGE>

financed by installments receivable continues at the current rate, the Company's
cash position is likely to be adversely affected. The Company continues to
monitor the level of sales that include extended payment terms to manage the use
of cash associated with these sales. Mobius is investigating the opportunity to
assign individual installment receivables to third party financial institutions
to manage the Company's cash flow.

                                    *****

      Net cash provided by operating activities was $4.2 million in the first
nine months of fiscal 2003 compared with net cash used in operating activities
of $3.3 million during the first nine months of fiscal 2004. Mobius's primary
sources of cash during the first nine months of fiscal 2004 were from results of
operations, increased deferred income taxes and decreased accounts receivable.
These sources were offset by increased software license installment receivables,
which increased 43.4% from $23.5 million at June 30, 2003 to $33.6 million at
March 31, 2004. Software license installment receivables, which represent
payments due from customers for license fees that are paid over the term of the
installment agreement, increased due to a proportionately greater amount of
current license revenues being financed by the Company. For additional
information, see the section entitled, "Software License Installments
Receivables" below. Mobius's depreciation and amortization expense adjustment in
operating activities decreased 43.0% from $2.4 million in the first nine months
of fiscal 2003 to $1.4 million in the first nine months of fiscal 2004. Deferred
revenue decreased 4.0% from $26.9 million at June 30, 2003 to $25.8 million at
March 31, 2004. Net accounts receivable decreased 12.0% from $10.6 million at
June 30, 2003 to $9.3 million at March 31, 2004.

      Net cash provided by investing activities was $1.6 million in the first
nine months of fiscal 2003 compared with net cash used in investing activities
of $1.0 million in the first nine months of fiscal 2004. During the first nine
months of fiscal 2003, the Company sold marketable securities of $2.5 million.
For the first nine months of fiscal 2003 and 2004, cash of $944,000 and $1.0
million, respectively, was used for the purchase of computer equipment,
furniture and fixtures and leasehold improvements.

      Net cash provided by financing activities was $384,000 in the first nine
months of fiscal 2003 and $2.3 million in the first nine months of fiscal 2004.
In the first nine months of fiscal 2003 and 2004, the cash was provided by the
exercise of stock options by employees and employee stock purchases.

      The Company's material obligations and commitments to make future payments
under contracts consist of its operating leases for its office facilities. These
leases expire on various dates through fiscal 2010 and provide for additional
payments relating to utility costs. As of March 31, 2004, the future minimum
lease payments for these operating leases are as follows (in thousands):

                                                            Operating
                                                             Leases
                                                             ------
Year Ended:
----------

March 31, 2005                                              $ 2,768
March 31, 2006                                                2,540
March 31, 2007                                                2,058
March 31, 2008                                                1,835
March 31, 2009                                                1,818
Thereafter                                                    2,051
                                                           --------
Total minimum lease payments                               $ 13,070
                                                           ========


      In addition to the commitments shown above, the Company is committed to
make future purchases of approximately $300,000.

      In compliance with the leases of the Company's corporate headquarters in
Rye, NY and a sales office in Chicago, IL, the landlords hold letters of credit
issued by

                                       23
<PAGE>

two banks totaling in the aggregate $325,000, secured by a certificate of
deposit and a money market account.

      On October 11, 2002 (the "Cytura Closing Date"), the Company, through a
wholly-owned subsidiary, acquired technology (the "Contenuity Software") and
certain other assets of Cytura Corp ("Cytura"), a privately held company, for an
aggregate of approximately $2.2 million in cash, which was paid from the
Company's existing cash balances. In addition, the Company assumed capital lease
obligations of $36,000 and incurred acquisition-related expenses of $250,000,
for an aggregate purchase price of approximately $2.5 million. Additionally,
under the terms of the agreement, the Company was obligated to pay Cytura an
additional $800,000 within 60 days of the first anniversary of the transaction
if the average closing price of the Company's common stock for a 30-day period
in the thirteen months following the Cytura Closing Date exceeded specified
amounts set forth in the agreement. During the fiscal fourth quarter of 2003,
the average closing price of the Company's common stock exceeded such specified
amount. Accordingly, during the fourth quarter of fiscal 2003, the Company
recorded goodwill and a payable to Cytura of $800,000 reflecting the requirement
to pay this amount. Under the terms of a revised agreement with Cytura, the
Company made the $800,000 payment to Cytura in January, 2004.

      On April 26, 2004 (the "eManage Closing Date"), the Company, through a
wholly-owned subsidiary, acquired technology and certain other assets of
privately-held eManage Inc. ("eManage"). eManage develops software solutions for
e-mail archiving, records management and lifecycle management that enable
organizations to manage corporate records at an enterprise level. On the eManage
Closing Date, Mobius paid eManage approximately $2.4 million in cash for the
acquired assets, which was paid from the Company's existing cash balances. In
addition, pursuant to the Asset Purchase and Sale Agreement, Mobius may be
obligated to pay eManage up to an additional $1.2 million if certain revenue and
other operating targets are achieved through the period ended June 30, 2005.

      The Company continues to evaluate potential acquisition candidates whose
products or technology would enhance Mobius's strategic market position.

Accounts Receivable Reserves

      Accounts receivable reserves are provided for potential problem accounts
and for the potential that some customers decide to cancel or reduce the number
of products covered by maintenance arrangements upon their anniversary but do
not always notify Mobius in sufficient time to prevent some portion of the
annual maintenance billings from being recognized. Mobius specifically
identifies problem accounts based on the age of the receivable and through
discussions with the customer and Mobius's sales representatives. Based on the
specific account information and the historical relationship of actual losses to
revenues and receivable balances, Mobius exercises its judgment as to what
portion of the accounts receivable balance requires a reserve. As of June 30,
2003 and March 31, 2004, approximately 79% and 70%, respectively, of the total
accounts receivable reserve balances were related to specific accounts. To the
extent that an account for which a specific reserve was provided is subsequently
collected, Mobius reduces the reserves in the period of collection. Accounts
receivable reserves were $819,000 and $635,000 at June 30, 2003 and March 31,
2004, respectively.

Software License Installments Receivable

      As of March 31, 2004, software license installments amounted to $33.6
million, an increase of 43.4% compared with the June 30, 2003 balance of $23.5
million. The increase reflects an increase in licenses having extended payment
terms, including licenses of ViewDirect TCM products that the Company began to
market in fiscal 2003 under the term "Solution Packs." Solution Packs are
ViewDirect TCM product bundles that offer customers technology solutions through
application-based licensing with, generally, license terms of five years. The
Company believes the practice of providing financing enhances our competitive
position. Since payments are made over multiple reporting periods, software
license installments receivable will fluctuate

                                       24
<PAGE>

with the amount of license revenue sold on an installment basis. Mobius provides
financing to customers that meet our specified standards of creditworthiness.
Software license installments are discounted at a market rate of interest at the
date the software license contract revenue is recognized. The discount is
amortized to interest income using the interest method over the term of the
financing.

      The Company determines the reserve for software license installments based
upon customer-specific information, including a credit review of the customer,
write-off experience, the ability of the Company to enforce original payment
terms and current economic conditions. No single customer has a balance in
excess of 6% of total software license installments, and 70% of the total is
comprised of customers with balances under $600,000. As of June 30, 2003 and
March 31, 2004, software license installments reserves were $671,000 and
$496,000, respectively. Mobius is investigating the opportunity to assign
individual installment receivables to third party financial institutions to
manage the Company's cash flow.

Deferred Revenues

      Deferred revenues consist primarily of the unearned portion of maintenance
revenues and license contracts. Current and non-current deferred revenues
decreased 4.0% from $26.9 million at June 30, 2003 to $25.8 million at March 31,
2004. Deferred revenues can fluctuate due to the timing of annual maintenance
billings, increases or decreases in current license revenues and increases or
decreases in license contracts that include more than one year of maintenance.
As of March 31, 2004, current deferred revenues totaled $21.0 million and
non-current deferred revenues totaled $4.8 million. It is anticipated that
current deferred revenues of $21.0 million will be recognized as revenues within
the next twelve months.

Other Matters

      In January 1999, the Company sold the INFOPAC-TapeSaver product to a third
party for approximately $3.0 million payable over a five-year period. As a
result of this arrangement, the Company was going to recognize $3.0 million of
license revenues as the buyer made payments over a five-year period ended
December 31, 2003. The buyer has been delinquent on these payments since June
2001 and, as such, no license revenue relating to this agreement was recognized
in the first nine months of fiscal 2003 or the first nine months of fiscal 2004.

      Mobius commenced arbitration proceedings against the buyer to enforce the
payment terms in the sales agreement. On March 26, 2002, the arbitrator issued
an award in Mobius's favor against the buyer and its president in the amount of
$381,750, which represented the amount past due under such agreement. The
arbitrator also directed the buyer and its president to pay Mobius $37,500 per
month from March 31, 2002 through December 31, 2003 and to pay Mobius's share of
the arbitration expenses. In April 2002, Mobius commenced an action against the
buyer and its president in the United States District Court for the Southern
District of New York to confirm the arbitration award. The Court entered an
order confirming the award on September 23, 2002. The Company has docketed the
judgment in California for the full amount of the debt due of approximately $1.2
million and is currently pursuing actions to enforce the judgment. To date, the
Company has not recorded any amounts due in connection with the arbitration. As
a result of the uncertainty of collection, any amounts ultimately recorded will
be accounted for on the cash basis.

                                       25

<PAGE>

                      FACTORS AFFECTING FUTURE PERFORMANCE


Fluctuations in Period to Period Results; Seasonality; Uncertainty of Future
Operating Results

      Mobius's quarterly revenues and operating results have varied
significantly in the past and are likely to vary substantially from quarter to
quarter in the future. Quarterly revenues and operating results are expected to
fluctuate as a result of a variety of factors, including mix of products,
lengthy product sales cycles, general domestic and international economic
conditions, demand for Mobius's products, changes in the level of operating
expenses, introductions of new products and product enhancements by Mobius or
its competitors and competitive conditions in the industry.

      The timing, size and nature of individual license transactions are
important factors in Mobius's quarterly operating results. Many of Mobius's
license transactions involve large dollar commitments by customers, and the
sales cycles for these transactions are often lengthy and unpredictable. In
addition, the Company has recently experienced protracted negotiations of
contract terms, as well as delays in our customers' approval process. It appears
this may be an ongoing trend. There can be no assurance that Mobius will be
successful in closing large license transactions within the fiscal period in
which they are budgeted, if at all.

      Historically, Mobius's business experienced significant seasonality, with
revenues typically peaking in the fourth fiscal quarter (ending June 30) and to
a lesser extent in the second fiscal quarter (ending December 31). Fluctuations
have historically been caused by customer purchasing patterns and Mobius's sales
force incentive programs, which recognize and reward sales personnel on the
basis of achievement of annual and other periodic performance quotas, as well as
by the factors described above. Changes in buying patterns, product mix and
sales force incentive programs may alter these historical seasonality patterns.

      Currently, the Company believes that external market factors are driving
customers to cautiously spend on enterprise software which can result in
unpredictability in the timing of orders. This condition may continue to impact
future quarterly operating results and have an adverse effect on Mobius.

      Due to all of the foregoing factors and other factors described below,
revenues for any period are subject to significant variation, and Mobius
believes that period-to-period comparisons of its operating results are not
necessarily meaningful and may not be reliable indicators of future performance.

Technological Change

      The market for Mobius's software products is characterized by a high
degree of technological change, frequent new product introductions, evolving
industry standards and changes in customer demands. The introduction of
competitive products embodying new technologies and the emergence of new
industry standards could render Mobius's existing products obsolete and
unmarketable. Mobius's future success will depend in part on its ability to
enhance existing products, develop and introduce new products to meet diverse
and evolving customer requirements, and keep pace with technological
developments and emerging industry standards such as Web-based functionality,
new operating systems, hardware platforms, user interfaces and storage media.
The development of new products or enhanced versions of existing products and
services entails significant technical risks. There can be no assurance that
Mobius will be successful in developing and marketing product enhancements or
that new products will respond to technological change or evolving industry
standards, or that Mobius will not experience difficulties that could delay or
prevent the successful development, introduction, implementation and marketing
of these products and enhancements, or that any new products and product
enhancements Mobius may introduce will achieve market acceptance.


                                       26
<PAGE>

Extended Payment Risk

      The Company offers extended payment terms to some of its customers. For
software license contracts with extended payment terms, the related financing
period is generally 3 to 5 years. During the nine months ended March 31, 2004,
there was a 43.4% increase in software license installments receivable,
reflecting a significant increase in licenses having extended payment terms,
including licenses of ViewDirect TCM products that Mobius began to market in the
latter part of fiscal 2003 under the term "Solution Packs." Solution Packs are
bundles of server products and client products designed to address specific
customer applications and requirements with, generally, license terms of five
years. If the level of software license revenues financed by installments
receivable continues at the current rate, the Company's cash position is likely
to be adversely affected. The Company continues to monitor the level of sales
that include extended payment terms to manage the use of cash associated with
these sales.

      Mobius has established reserves against possible future bad debts and
believes that these installment contracts are enforceable, that the underlying
companies provided financing have strong credit profiles and that ultimate
collection is probable. There can be no assurances, however, that customers will
not default under such financing arrangements. Any such default could have a
material adverse effect on Mobius's business, operating results and financial
condition.


Product Concentration

      To date, a substantial portion of Mobius's revenues have been attributable
to the licensing and related maintenance service of its ViewDirect TCM suite of
products. Mobius currently expects this to continue for the foreseeable future.
As a result, factors adversely affecting the pricing of, or demand for, these
products and services, such as economic downturns, competition or technological
change, could have a material adverse effect on Mobius's business, operating
results and financial condition.

Competition

      The market for Mobius's products is intensely competitive, subject to
rapid change and significantly affected by new product introductions and other
market activities of industry participants. Mobius believes that the most
important competitive factors in the market for content management software are
breadth of functionality, scalability, breadth of supported operating systems
and content formats, vendor viability, ease of use, product reputation, quality,
performance, price, sales and marketing effort and customer service. Mobius
currently encounters direct competition from a number of public and private
companies including IBM Corp., FileNet Corporation, Documentum, Inc., BMC
Software, Inc. and Quest Software, Inc.

      Some of our competitors are substantially larger than Mobius and have
significantly greater financial, technical and marketing resources, and a larger
installed base of customers than Mobius. Some of these competitors also have
extensive direct and indirect channels of distribution. As a result, they may be
able to respond more quickly to new or emerging technologies and changes in
customer requirements, or to devote greater resources to the development,
promotion and sale of their products than Mobius. In addition, current and
potential competitors have established or may establish cooperative
relationships among themselves with prospective customers. In addition, due to
the relatively low barriers to entry in the software market, additional
competition from other established and emerging companies is likely as the
market for content management software continues to develop and expand.
Accordingly, it is possible that new competitors or alliances among competitors
may emerge and rapidly acquire significant market share. Some of our competitors
may also combine with, or be acquired by other parties, providing them with
additional resources with which to compete.

                                       27
<PAGE>

      Increased competition may result in price reductions, reduced gross
margins and loss of market share, any of which would have a material adverse
effect on Mobius's business, operating results and financial condition. There
can be no assurance that Mobius will be able to compete successfully against
current or future competitors or that competitive pressures will not have a
material adverse effect on Mobius's business, operating results and financial
condition.

International Sales and Operations

      Mobius believes that its revenues and future operating results will depend
in part on its ability to increase sales in international markets. As a group,
Mobius's international subsidiaries have been unprofitable to date, and Mobius
expects that achieving profitability will continue to require significant
management attention and financial resources. There can be no assurance that
Mobius will be able to maintain or increase international market demand for its
products or attract and retain qualified personnel who will be able to
successfully market its products internationally. Mobius's international sales
are subject to the general risks inherent in doing business internationally,
including:

     o    unexpected changes in regulatory requirements;
     o    tariffs and other trade barriers;
     o    costs and difficulties of localizing products for international
          countries;
     o    lack of acceptance of localized products in international countries;
     o    longer accounts receivable payment cycles;
     o    difficulties in managing international operations;
     o    fluctuations in currency exchange rates;
     o    potentially adverse tax consequences;
     o    restrictions on the repatriation of earnings;
     o    the burdens of complying with a wide variety of international laws;
          and
     o    economic instability.

There can be no assurance that any or all of the foregoing factors will not have
a material adverse effect on Mobius's future international revenues and,
consequently, on its business, operating results and financial condition.

      An increase in the value of the U.S. dollar relative to foreign currencies
could make Mobius's products more expensive, and, therefore, potentially less
competitive in those markets. To the extent that the U.S. dollar strengthens
against foreign currencies in international markets in which Mobius maintains
operations, its net assets that are denominated in such foreign currencies will
be devalued, resulting in a foreign currency translation loss.

Expansion of Indirect Channels

      To date, sales through indirect sales channels have not been significant
although Mobius continues to invest resources to develop these channels.
Mobius's revenue growth in the future may be affected by its success in
expanding existing and establishing additional relationships with strategic
partners.

Increased Investment in Professional Services

      Mobius has committed significant resources to the development of its
professional services business which provides implementation assistance and
training related to Mobius's packaged software products. The growth of business
areas requires increased management time and resources prior to generating
significant revenues. There is no assurance that an increase in investment in
professional services will result in an increase in revenues. For example,
professional services revenues decreased in the first nine months of fiscal 2004
compared with the comparable period in fiscal 2003. In addition, the Company has
experienced negative gross margins related to this business during the nine
months ended March 31, 2004. There is no assurance that Mobius will generate
significant revenues in the professional services marketplace, or that the
direct and indirect costs associated

                                       28
<PAGE>

with expanding and operating the professional services business will not be
greater than revenues generated therefrom.

Protection of Intellectual Property

      Mobius's success is heavily dependent upon its confidential and
proprietary intellectual property. Mobius relies primarily on a combination of
confidentiality agreements, copyright, trademark and trade secret laws and
confidentiality procedures to protect its proprietary rights. Trade secret and
copyright laws afford only limited protection. Despite Mobius's efforts to
protect its proprietary rights, unauthorized parties may attempt to copy aspects
of its products or obtain and use information that Mobius regards as
proprietary. In addition, the laws of some countries do not protect Mobius's
proprietary rights to as great an extent as do the laws of the United States.
There can be no assurance that Mobius's means of attempting to protect its
proprietary rights will be adequate or that its competitors will not
independently develop similar or competitive technology.

      Mobius's products are generally provided to customers in object code
format only. However, Mobius enters into arrangements with its customers that
provide for the release of the source code to the customer upon the occurrence
of certain events, such as bankruptcy or insolvency of Mobius or certain
material breaches of the license agreement by Mobius. In the event of any
release of the source code pursuant to these arrangements, the customer's
license is generally limited to use of the source code to maintain, support and
configure Mobius's software products. Notwithstanding such provision, the
delivery of source code to customers may increase the likelihood of
misappropriation or other misuse of Mobius's intellectual property.

      Mobius is not aware that any of its products infringes on the proprietary
rights of third parties. From time to time, however, third parties may claim
infringement by Mobius with respect to current or future products. Defense of
any such claims, with or without merit, could be time-consuming, result in
costly litigation, cause product shipment delays or require Mobius to enter into
royalty or licensing agreements. Such royalty or licensing agreements, if
required, may not be available on terms acceptable to Mobius or at all, which
could have a material adverse effect on its business, operating results and
financial condition.

Dependence on Licensed Technology

      Mobius relies on certain software and other information that it licenses
from third parties, including software that is used to perform certain functions
in its products. Although Mobius believes that there are alternatives for these
products, any significant interruption in the availability of such third party
software could have a material adverse impact on Mobius's sales unless and until
Mobius can replace the functionality provided by these products. In addition, to
a certain extent, Mobius is dependent upon such third parties' abilities to
enhance their current products, to develop new products on a timely and
cost-effective basis and to respond to emerging industry standards and other
technological changes. There can be no assurance that Mobius would be able to
replace the functionality provided by the third party software currently offered
in conjunction with its products in the event that such software becomes
obsolete or incompatible with future versions of its products or is otherwise
not adequately maintained or updated. The absence of or any significant delay in
the replacement of that functionality could have a material adverse effect on
Mobius's business, operating results and financial condition.

Risk of Product Defects; Product Liability

      Software products as complex as those offered by Mobius frequently contain
defects, especially when first introduced or when new versions are released.
Although Mobius conducts extensive product testing, Mobius has in the past
discovered software defects in certain of its new products and enhancements
after their introduction. In the future, Mobius could lose, or delay recognition
of, revenues as a result of software errors or defects. Mobius believes that its
customers and potential customers are highly sensitive to defects in Mobius's
software. Although Mobius's business has not been materially adversely affected
by any such errors to date, there

                                       29
<PAGE>

can be no assurance that, despite testing by Mobius and by current and potential
customers, errors will not be found in new products or releases after
commencement of commercial shipments, resulting in loss of revenue or delay in
market acceptance, diversion of development resources, damage to Mobius's
reputation, or increased service and warranty costs, any of which could have a
material adverse effect on its business, operating results and financial
condition.

      Mobius's license agreements with its customers typically contain
provisions designed to limit Mobius's exposure to potential product liability
claims. However, it is possible that the limitation of liability provisions
contained in its license agreements may not be effective under the laws of
certain jurisdictions. Although Mobius has not experienced any product liability
claims to date, the sale and support of products by Mobius may entail the risk
of such claims, and there can be no assurance that Mobius will not be subject to
such claims in the future. A successful product liability claim brought against
Mobius could have a material adverse effect on its business, operating results
and financial condition.

Management of Growth; Dependence on Executive Management,  Other Key Employees
and Subcontractors

      Mobius's ability to effectively manage its future growth, if any, will
require Mobius to continue to improve its operational, financial and management
controls, accounting and reporting systems, and other internal processes. There
can be no assurance that Mobius will be able to make such improvements in an
efficient or timely manner or that any such improvements will be sufficient to
manage its growth, if any. In addition, management has stated that part of the
Company's growth strategy is to make acquisitions of other businesses or certain
assets of other businesses. There are no assurances that Mobius will be able to
identify attractive acquisition candidates, consummate acquisition transactions
or effectively integrate an acquired business into its operations. If Mobius is
unable to manage growth organically or by acquisition effectively, its business,
operating results or financial condition would be materially adversely affected.

      Mobius's success depends to a significant extent upon its executive
management and certain other key employees. The loss of the service of executive
management or other key employees could have a material adverse effect on
Mobius. Furthermore, Mobius believes that its future success also will depend to
a significant extent upon its ability to attract, train and retain highly
skilled technical, management, sales and marketing personnel. Competition for
such personnel is intense, and Mobius expects that such competition will
continue for the foreseeable future. Mobius has from time to time experienced
difficulty in locating candidates with appropriate qualifications. The failure
to attract or retain such personnel could have a material adverse effect on
Mobius's business, operating results and financial condition.

      Mobius utilizes development subcontractors in India and the Ukraine. The
loss of services of these subcontractors could have a material adverse effect on
the Company's research and development.

Concerns about Transaction Security on the Internet May Hinder Mobius's Product
Sales

      A significant barrier to electronic commerce and communications is the
secure transmission of private information over public networks. Mobius's
products rely on encryption and authentication technology some of which it has
developed and some of which may be licensed from third parties to provide the
required security and authentication to ensure the privacy of Internet
transactions. Advances in computer capabilities, new discoveries in the field of
cryptography or other events or developments may result in a compromise or
breach of the algorithms Mobius's products use to protect customer transaction
data. Any breaches in security could cause a significant decrease in the use of
Mobius's products, which could undermine future product sales.


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<PAGE>

Item 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Mobius's investment portfolio is comprised primarily of money market
accounts and is subject to interest rate sensitivity. The primary objective of
Mobius's investment activities is to preserve principal, while at the same time
maximizing interest income. As of March 31, 2004, Mobius held no marketable
securities.

      Mobius may be subject to foreign currency fluctuations in relation to
accounts receivable and accounts payable that may be denominated in a foreign
currency other than the functional currency in certain international
jurisdictions. To the extent that such foreign currency transactions are
negatively or positively affected by foreign currency fluctuations, foreign
currency transaction losses or gains would be recognized. Mobius does not use
derivative foreign exchange financial investments.

Item 4. - CONTROLS AND PROCEDURES

      The Company, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of the design and operation
of the Company's disclosure controls and procedures. Based on that evaluation,
the Chief Executive Officer and Chief Financial Officer have concluded that the
Company's disclosure controls and procedures were effective as of March 31, 2004
to ensure that information required to be disclosed by the Company in reports
that it files or submits under the Securities Exchange Act of 1934 was recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms.

      There were no changes in the Company's internal control over financial
reporting during the Company's fiscal quarter ended March 31, 2004 that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.



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<PAGE>


PART II. - OTHER INFORMATION

Item 1. - Legal Proceedings

      From time to time, Mobius is involved in litigation relating to claims
arising from its operations in the normal course of business. Mobius is not a
party to any legal proceedings, the adverse outcome of which, individually or in
the aggregate, would have a material adverse effect on its business, operating
results or financial condition.

Item 2. - Changes in Securities and Use of Proceeds

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Not applicable.

Item 3. - Defaults Upon Senior Securities

None.

Item 4. - Submission of Matters to a Vote of Security Holders

None.

Item 5. - Other Information

None.

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

(a)   Exhibits

            Exhibit No.       Description
            -----------       -----------

            3.1(1)            Form of Second Amended and Restated Certificate of
                              Incorporation of the Registrant.
            3.2(1)            Form of Restated By-Laws of the Registrant.
            4.1(1)            Specimen certificate representing the Common
                              Stock.
            10.1(2)           Amendment No. 2 to Mobius Management Systems, Inc.
                              1996 Stock Incentive Plan.*
            10.2(3)           Amendment No. 3 to Mobius Management Systems, Inc.
                              1996 Stock Incentive Plan.*
            10.3(4)           Amendment No. 3 Mobius Management Systems, Inc.
                              1998 Employee Stock Purchase Plan.*
            10.4(5)           Description of Raymond F. Kunzmann's Compensation,
                              dated as of December 16, 2003.*
            31.1              CEO  Certification  pursuant  to Section  302 of
                              the Sarbanes-Oxley Act of 2002.
            31.2              CFO  Certification  pursuant  to Section  302 of
                              the Sarbanes-Oxley Act of 2002.
            32.1              CEO  Certification  pursuant  to Section  906 of
                              the Sarbanes-Oxley Act of 2002.
            32.2              CFO  Certification  pursuant  to Section  906 of
                              the Sarbanes-Oxley Act of 2002.


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<PAGE>

     * Management contract or compensatory plan or arrangement.

     (1)  Filed as an exhibit to Mobius's Registration Statement on Form S-1
          (Registration Number 333-47117) or an amendment thereto, and
          incorporated herein by reference to the same exhibit number.
     (2)  Filed as Exhibit No. 10.1 to Mobius Management Systems, Inc.'s Form
          10-Q for the quarter ended September 30, 2003, and incorporated herein
          by reference.
     (3)  Filed as Exhibit No. 10.2 to Mobius Management Systems, Inc.
          Registration Statement on Form S-8 (Registration Number 333-112553)
          filed on February 6, 2004, and incorporated herein by reference.
     (4)  Filed as Exhibit No. 10.5 to Mobius Management Systems, Inc.
          Registration Statement on Form S-8 (Registration Number 333-112553)
          filed on February 6, 2004, and incorporated herein by reference.
     (5)  Filed as Exhibit No. 10.4 to Mobius Management Systems, Inc.'s Form
          10-Q for the quarter ended December 31, 2003, and incorporated herein
          by reference.


(b)   Reports on Form 8-K

     (1)  On January 27, 2004, Mobius furnished a Form 8-K under Item 12,
          Results of Operations and Financial Condition, to report that Mobius
          issued a press release announcing, among other things, its preliminary
          financial results for its second quarter and first six months of
          fiscal 2004.



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<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.

Date:  May 14, 2004

                                          MOBIUS MANAGEMENT SYSTEMS, INC.

                                          By: /s/ Raymond F. Kunzmann
                                             -------------------------------
                                                  Raymond F. Kunzmann
                                                  Chief Financial Officer
                                                  (Principal Financial and
                                                   Accounting Officer)



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