SECURITIES AND EXCHANGE COMMISSION ~~Washington~~WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Pursuant~~December 6, to2001 Date ~~Section 13~~of orReport 15(d)Date of ~~The~~ ~~Securities~~earliest ~~Exchange~~event ~~Act of 1934~~reported):

~~Date~~LANDMARK ofSYSTEMS ~~Report~~ CORPORATION (~~Date~~Exact name of ~~earliest~~Registrant ~~event~~as ~~reported):~~specified ~~August 9,~~in ~~2001~~its Charter)

Landmark Systems Corporation (Exact name of Registrant as specified Charter)


Virginia	0-23373	54-1221302
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification Number)

Virginia		0-023373		54-1221302
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

12700 Sunrise Valley Drive, Reston, Virginia, 20191-5804
(Address of principal executive offices, including zip code)

12700 Sunrise Valley Drive, Reston, VA		20191-5804
(Address of principal executive offices)		(Zip Code)

703-464-1300
(Registrant’s telephone number, including area code)

~~Registrant’s~~ITEM ~~telephone~~5. ~~number~~OTHER ~~including area code: 703-464-1300~~EVENTS

~~None~~ On ~~(Former~~December 6, ~~name~~2001, orthe ~~former~~registrant ~~address,~~issued ifthe ~~changes~~press ~~since~~release ~~last~~filed ~~report)~~with this Current Report on Form 8-K as Exhibit 99.1. The information contained in Exhibit 99.1 is incorporated by reference herein.

ITEM 57. ~~OTHER~~ ~~EVENTS.~~FINANCIAL STATEMENTS AND EXHIBITS

~~On August 9, 2001 the Company issued a press release concerning an overstatement of maintenance revenue during the first half of 2001~~(c) Exhibits. ~~A copy of~~ ~~the press release is attached hereto as Exhibit 99 and incorporated by~~ ~~reference herein.~~

Some of the herein statements are forward looking and relate to anticipated future operating results. Future operating results may be impeded by single or combined events and/or circumstances that have not been presently anticipated. Forward-looking statements are based on Landmark management’s current expectations and assumptions, which may be affected by a number of factors, including, without limitation, the significant percentage of sales consummated in the last few days of each calendar quarter making financial predictions difficult and raising a substantial risk of variance in actual results, the risks associated with changes in the Company’s business strategy and focus, possible continued softness in the mainframe enterprise software market, competitive product introductions resulting from rapid technological advances, price competition, any failure or delay in the Company’s ability to develop and introduce new products, uncertainty of customer acceptance of new products, seasonal factors affecting the Company’s sales, the Company’s ability to attract and retain qualified technical, sales, managerial and other key personnel, the Company’s ability to manage expenses effectively, foreign currency risk, and other factors. Therefore, there can be no assurance that actual future results will not differ materially from anticipated results. Readers should refer to Landmark’s disclosure documents filed with the Securities and Exchange Commission for specific details on some of the factors that may affect operating results.


Exhibit No.		Description

99.1		Press Release issued December 6, 2001 (filed herewith)

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

99: Text of Press Release dated August 9, 2001.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LANDMARK SYSTEMS CORPORATION a ~~Virginia~~Date: ~~corporation (Registrant)~~ December 10, 2001 By: /s/ FREDERICK S. ROLANDI, III Vice President and Chief Financial Officer

~~By:~~EXHIBIT ~~/s/ Katherine K. Clark Katherine K. Clark President and Chief Executive Officer (Duly Authorized Officer)~~INDEX

Dated: August 10, 2001


Exhibit No.		Description

99.1		Text of Press Release issued December 6, 2001 (filed herewith)

INDEX TO EXHIBITS

Exhibit						Description
99						Text of Press Release dated August 9, 2001

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