As filed with the Securities and Exchange Commission on May 26, 2000
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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LANDMARK SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)

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

12700 Sunrise Valley Drive
Reston, Virginia 20191
(703) 464-1300
(Address of Principal Executive Offices)

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LANDMARK SYSTEMS CORPORATION
1994 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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Frederick S. Rolandi, III
Chief Financial Officer
12700 Sunrise Valley Drive
Reston, Virginia 20191
(Name and Address of Agent for Service)

(703) 464-1440
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(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Danielle Srour, Esq.
Shaw Pittman
2300 N Street, N.W.
Washington, D.C. 20037
(202) 663-8000

CALCULATION OF REGISTRATION FEE

- ---------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount Of
Title Of Securities To Be Amount To Be Aggregate Offering Aggregate Offering Registration
Registered Registered Price Per Share Price Fee
- ---------------------------------------------------------------------------------------------------------------------

Common Stock, 1,500,000(1) $ 6.34(2) $9,510,000(2) $ 2,511
$0.01 par value
per share
- ----------------------------------------------------------------------------------------------------------------------

(1) AMOUNT REPRESENTS THE NUMBER OF SHARES ISSUABLE PURSUANT TO THE
LANDMARK SYSTEMS CORPORATION 1994 STOCK INCENTIVE PLAN IN ADDITION
TO THE 3,000,000 SHARES OF COMMON STOCK REGISTERED ON REGISTRATION
STATEMENT NO. 333-46417. THIS REGISTRATION STATEMENT SHALL ALSO
COVER ANY ADDITIONAL SHARES OF COMMON STOCK, WHICH MAY BECOME
ISSUABLE BY REASON OF ANY STOCK DIVIDEND, STOCK SPLIT,
RECAPITALIZATION OR OTHER SIMILAR TRANSACTIONS IN ACCORDANCE WITH
RULE 416 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

(2) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457(c) AND RULE 457(h) UNDER THE SECURITIES ACT OF
1933, AS AMENDED, BASED UPON THE AVERAGE HIGH AND LOW PRICES OF THE
COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL MARKET AS OF MAY 23,
2000.

INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS

This Registration Statement relates to the registration of additional
shares under the Landmark Systems Corporation 1994 Stock Incentive Plan. Shares
to be issued pursuant to that plan were registered pursuant to a registration
statement on Form S-8 (File No. 333-46417), the contents of which are hereby
incorporated by reference into this registration statement to the extent they
present information not otherwise presented herein.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Landmark Systems Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by this reference and made a part hereof:

(a) Annual Report on Form 10-K for the year ended December 31, 1999.

(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
2000.

(d) Report on Form 8-K filed on March 3, 2000.

(e) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the
Commission to register the Common Stock of the Registrant under
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment or report filed for the
purposes of updating such description.

In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.

ITEM 8. EXHIBITS.

Exhibit
Number Description of Exhibit
------ ----------------------

4.1 Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-35629)).

4.2 Amended and Restated Bylaws of the Registrant (incorporated
by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (File No. 333-35629)).

4.3 Specimen common stock certificate (incorporated by reference
to Exhibit 4.2 to the Registrant's Registration Statement on
Form S-1 (File No. 333-35629)).

5.1 Opinion of Shaw Pittman as to the legality of the securities
being registered (filed herewith).

23.1 Consent of Shaw Pittman (filed herewith as part of Exhibit
5.1).

23.2 Consent of PricewaterhouseCoopers LLP (filed herewith).

24.1 Powers of Attorney (included on signature page).

99.1 Landmark Systems Corporation 1994 Stock Incentive Plan, as
amended (incorporated by reference to Exhibit 10.5 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999 (File No. 0-23373)).

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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Reston, Virginia, on this 26th day of May, 2000.

Landmark Systems Corporation
a Virginia corporation
(Registrant)

/s/ KATHERINE K. CLARK
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Katherine K. Clark
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Katherine K. Clark and Frederick S. Rolandi, III, each
acting individually, his or her true and lawful attorney-in-fact and agent, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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

Name Title Date
- ---- ----- ----

/s/ Katherine K. Clark President, Chief Executive Officer and May 26, 2000
- -------------------------------------- Director (Principal Executive Officer)
Katherine K. Clark

/s/ Frederick S. Rolandi, III Vice President, Chief Financial Officer, May 26, 2000
- -------------------------------------- Secretary and Treasurer (Principal Financial
Frederick S. Rolandi, III and Accounting Officer)

/s/ Patrick H. McGettigan Chairman of the Board of Directors May 26, 2000
- --------------------------------------
Patrick H. McGettigan

/s/ T. Eugene Blanchard Director May 26, 2000
- --------------------------------------
T. Eugene Blanchard

/s/ James P. Donehey Director May 26, 2000
- --------------------------------------
James P. Donehey

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/s/ Patrick W. Gross Director May 26, 2000
- --------------------------------------
Patrick W. Gross

/s/ Sudhakar V. Shenoy Director May 26, 2000
- --------------------------------------
Sudhakar V. Shenoy

EXHIBIT INDEX