Landmark Systems (LDMK) S-8 POS Registration of securities for employees (post-effective amendment)

Registration No. 333-46417

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

POST-EFFECTIVE AMENDMENT NO. ONE
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LANDMARK SYSTEMS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Virginia(State or Other Jurisdiction of
Incorporation or Organization) 54-1221302(I.R.S. Employer
Identification No.)

12700 Sunrise Valley Drive
Reston, Virginia 20191
(703) 464-1300

(Address of Principal Executive Offices)

LANDMARK SYSTEMS CORPORATION
FIRST AMENDED AND RESTATED 1989 STOCK INCENTIVE PLAN,
LANDMARK SYSTEMS CORPORATION 1992 STOCK INCENTIVE PLAN,
LANDMARK SYSTEMS CORPORATION 1994 STOCK INCENTIVE PLAN,
LANDMARK SYSTEMS CORPORATION
1991 EMPLOYEE STOCK PURCHASE PLAN AND
LANDMARK SYSTEMS CORPORATION
1996 ADVISORY BOARD AND DIRECTORS STOCK INCENTIVE PLAN

(Full Title of the Plan)

Katherine K. Clark
President and Chief Executive Officer
12700 Sunrise Valley Drive
Reston, Virginia 20191

(Name and Address of Agent for Service)

(703) 464-1440

(Telephone Number, Including Area Code, of Agent for Service)

Copies to:
Steven L. Meltzer, Esq.
Shaw Pittman LLP
1650 Tysons Boulevard
McLean, VA 22102-4859
(703) 770-7900

     On February 17, 1998, Landmark Systems Corporation (the “Company”) registered 3,917,617 shares of common stock issuable pursuant to the terms of its Landmark Systems Corporation First Amended and Restated 1989 Stock Incentive Plan, Landmark Systems Corporation 1992 Stock Incentive Plan, Landmark Systems Corporation 1994 Stock Incentive Plan, Landmark Systems Corporation 1991 Employee Stock Purchase Plan and Landmark Systems Corporation 1996 Advisory Board and Directors Stock Incentive Plan (the “Plans”). In connection with its February 17, 1998, registration statement, the Company issued 1,322,477 shares of common stock pursuant to the terms of the Plans. The Company hereby withdraws the registration of the remaining 2,595,140 shares of common stock registered but not issuable pursuant to the terms of the Plans.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. One to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reston, Commonwealth of Virginia, on February 19, 2002.

LANDMARK SYSTEMS CORPORATION
(Registrant)

By:	/s/ Katherine K. Clark
	Katherine K. Clark
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment Number One to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Katherine K. ClarkKatherine K. Clark	President, Chief Executive Officer and Director (Principal Executive Officer)	February 19, 2002
/s/ Frederick S. Rolandi, IIIFrederick S. Rolandi, III	Vice President, Secretary and Chief Financial Officer (Principal Financial and Accounting Officer)	February 19, 2002
/s/ Patrick H. McGettiganPatrick H. McGettigan	Director	February 19, 2002
/s/ T. Eugene BlanchardT. Eugene Blanchard	Director	February 19, 2002
/s/ James P. DoneheyJames P. Donehey	Director	February 19, 2002
/s/ Patrick W. GrossPatrick W. Gross	Director	February 19, 2002
/s/ Sudhakar V. ShenoySudhakar V. Shenoy	Director	February 19, 2002