content: <PAGE>
  As filed with the Securities and Exchange Commission on February 6, 2002.
                                                      Registration No. 333-_______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                        ------------------------------------
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                        ------------------------------------
  
                            CONCORD COMMUNICATIONS, INC.
               (Exact name of registrant as specified in its charter)
  
           Massachusetts                                       04-2710876
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                          Identification No.)
  
                                 600 Nickerson Road
                            Marlboro, Massachusetts 01752
                                   (508) 460-4646
                 (Address of Principal Executive Offices) (Zip Code)
  
                        ------------------------------------
  
                  2000 Non-Executive Employee Equity Incentive Plan
                              (Full title of the plan)
  
                        ------------------------------------
  
                                   John A. Blaeser
                        Chief Executive Officer and President
                            Concord Communications, Inc.
                                 600 Nickerson Road
                            Marlboro, Massachusetts 01752
                                   (508) 460-4646
             (Name and address including zip code and telephone number,
                     including area code, of agent for service)
  
                        ------------------------------------
  
                                      Copy to:
  
        Douglas A. Batt, Esq.                           Kevin M. Barry, Esq.
    CONCORD COMMUNICATIONS, INC.                  TESTA, HURWITZ & THIBEAULT, LLP
         600 Nickerson Road                               125 High Street
    Marlboro, Massachusetts 01752                   Boston, Massachusetts  02110
          (508) 460-4646                                  (617) 248-7000
  
                    --------------------------------------------
  
  
  ================================================================================
  
  <PAGE>
  
  
                                         -2-
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  =====================================================================================================================
  
                                                                        Proposed          Proposed
                                                                         Maximum           Maximum
                                                         Amount         Offering          Aggregate        Amount of
  Title of Securities                                     to be         Price Per         Offering        Registration
  to be Registered                                     Registered         Share             Price             Fee
  ---------------------------------------------------------------------------------------------------------------------
  <C>                                                    <C>            <C>               <C>               <C>
  2000 Non-Executive Employee Equity Incentive Plan      500,000       $21.975(1)        $10,987,500       $1,010.85
  Common Stock (Par Value $.01 Per Share)
  
  TOTAL:                                                 500,000                                           $1,010.85
  ---------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  The price of $21.975 per share, which is the average of the high and low
       prices of the common stock of the registrant reported on the Nasdaq
       National Market on February 4, 2002, is set forth solely for purposes of
       calculating the filing fee pursuant to Rule 457(c) and (h) and has been
       used only for those shares without a fixed exercise price.
  
  
  <PAGE>
  
  
                                         -3-
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  PLAN INFORMATION.
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees, directors or others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions to Form S-8, such
  documents are not being filed with the Commission either as part of this
  registration statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  registration statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Commission are incorporated by
  reference in this registration statement:
  
           (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 2000 filed pursuant to the Exchange
                    Act that contains audited financial statements for the fiscal
                    year ended December 31, 2000;
  
           (b)      The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                    quarters ended March 31, 2001, June 30, 2001 and September 30,
                    2001, filed pursuant to the Exchange Act; and
  
           (c)      The section entitled "Description of Registrant's Securities
                    to be Registered," contained in the Registrant's Registration
                    Statement on Form 8-A, filed on September 12, 1997 pursuant to
                    Section 12(g) of the Securities Exchange Act of 1934, as
                    amended (the "Exchange Act").
  
           All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this registration
  statement and to be a part hereof from the date of filing of such documents.
  
  <PAGE>
  
                                        -4-
  
  Item 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Restated Articles of Organization of the Registrant and the
  Restated By-Laws provide for indemnification of the Registrant's directors and
  officers unless such indemnification is prohibited by the Massachusetts Business
  Corporation Law. The Massachusetts Business Corporation Law generally permits
  indemnification of the Registrant's directors and officers for liabilities and
  expenses that they may incur in such capacities, except with respect to any
  matter that the indemnified person shall have been adjudicated in any proceeding
  not to have acted in good faith in the reasonable belief that his or her action
  was in the best interest of the Registrant. Reference is made to the
  Registrant's corporate charter filed as Exhibit 3.02 to the Registrant's
  registration statement on Form S-1 filed with the Commission on August 8, 1997,
  as amended (the "S-1") and Restated By-Laws filed as Exhibit 3.03 to the
  Registrant's S-1.
  
           Pursuant to an agreement between Charles River Partnership VII Limited
  Partnership and Mr. Richard M. Burnes, Jr., Charles River Partnership VII has
  agreed to indemnify Mr. Burnes against any liability incurred in his capacity as
  a director of the Registrant.
  
           The Registrant has entered into indemnification agreements with its
  directors and officers and has obtained directors and officers liability
  insurance for the benefit of its directors and officers.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  Item 8.  EXHIBITS.
  
  Exhibit No.    Description of Exhibit
  -----------    ----------------------
  
      4.1        Restated Articles of Organization (filed as Exhibit 3.02 to the
                 Registrant's Registration Statement on Form S-1 (File No.
                 333-33227) and incorporated herein by reference)
  
      4.2        Restated By-Laws (filed as Exhibit 3.03 to the Registrant's
                 Registration Statement on Form S-1 (File No. 333-33227) and
                 incorporated herein by reference)
  
      5.1        Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).
  
     23.1        Consent of Testa, Hurwitz & Thibeault, LLP (contained in
                 Exhibit 5.1).
  
     23.2        Consent of Arthur Andersen LLP (filed herewith).
  
     23.3        Consent of KPMG LLP (filed herewith).
  
  <PAGE>
  
                                        -5-
  
  24.1           Power of Attorney (included as part of the signature page to
                 this Registration Statement).
  
  Item 9.  UNDERTAKINGS.
  
           (a)      The undersigned Registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             registration statement:
  
                             (i)      To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act of
                                      1933;
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the registration statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the registration
                                      statement. Notwithstanding the foregoing,
                                      any increase or decrease in volume of
                                      securities offered (if the total dollar
                                      value of securities offered would not
                                      exceed that which was registered) and any
                                      deviation from the low or high end of the
                                      estimated maximum offering range may be
                                      reflected in the form of prospectus filed
                                      with the Commission pursuant to Rule 424(b)
                                      if, in the aggregate, the changes in volume
                                      and price represent no more than a 20
                                      percent change in the maximum aggregate
                                      offering price set forth in the "Calculation
                                      of Registration Fee" table in the
                                      registration statement;
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the registration
                                      statement or any material change to such
                                      information in the registration statement;
  
  
                    (2)      That, for the purpose of determining any liability
                             under the Securities Act of 1933, each such
                             post-effective amendment shall be deemed to be a new
                             registration statement relating to the securities
                             offered therein, and the offering of such securities
                             at that time shall be deemed to be the initial bona
                             fide offering thereof.
  
                    (3)      To remove from registration by means of a
                             post-effective amendment any of the securities
                             being registered which remain unsold at the
                             termination of the offering.
  
           (b)      The undersigned Registrant hereby undertakes that, for
                    purposes of determining any liability under the Securities Act
                    of 1933, each filing of the Registrant's annual report
                    pursuant to Section 13(a) or Section 15(d) of the Securities
                    Exchange Act of 1934 (and, where applicable, each filing of an
                    employee benefit plan's annual report pursuant to Section
                    15(d) of the Securities Exchange Act of 1934) that is
                    incorporated by reference in the registration statement shall
                    be deemed to be a new registration statement relating
  
  <PAGE>
  
                                        -6-
  
  
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
           (c)      Insofar as indemnification for liabilities arising under the
                    Securities Act of 1933 may be permitted to directors, officers
                    and controlling persons of the Registrant pursuant to the
                    foregoing provisions, or otherwise, the Registrant has been
                    advised that in the opinion of the Securities and Exchange
                    Commission such indemnification is against public policy as
                    expressed in the Securities Act of 1933 and is, therefore,
                    unenforceable. In the event that a claim for indemnification
                    against such liabilities (other than the payment by the
                    Registrant of expenses incurred or paid by a director, officer
                    or controlling person of the Registrant in the successful
                    defense of any action, suit or proceeding) is asserted by such
                    director, officer or controlling person in connection with the
                    securities being registered, the Registrant will, unless in
                    the opinion of its counsel the matter has been settled by
                    controlling precedent, submit to a court of appropriate
                    jurisdiction the question whether such indemnification by it
                    is against public policy as expressed in the Act and will be
                    governed by the final adjudication of such issue.
  
  
                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
  
  
  <PAGE>
                                        -7-
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant, Concord Communications, Inc., 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 the Town of Marlboro,
  Commonwealth of Massachusetts, on this 6th day of February, 2002.
  
  
                                         CONCORD COMMUNICATIONS, INC.
  
                                         By: /s/ John A. Blaeser
                                             -------------------------------------
                                             John A. Blaeser
                                             Chief Executive Officer and President
  
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Concord Communications,
  Inc., hereby severally constitute and appoint John A. Blaeser and Melissa H.
  Cruz, and each of them singly, our true and lawful attorneys, with full power to
  them and each of them singly, to sign for us in our names in the capacities
  indicated below, any amendments to this registration statement on Form S-8
  (including post-effective amendments), and to file the same, with all exhibits
  thereto and other documents in connection therewith, with the Securities and
  Exchange Commission, and generally to do all things in our names and on our
  behalf in our capacities as officers and directors to enable Concord
  Communications, Inc., to comply with the provisions of the Securities Act of
  1933, as amended, hereby ratifying and confirming our signatures as they may be
  signed by our said attorneys, or any of them, to said registration statement and
  all amendments thereto.
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  
  
             SIGNATURE                                 TITLE(S)                            DATE
             ---------                                 --------                            ----
  <S>                                <C>                                             <C>
  /s/ John A. Blaeser                Chief Executive Officer, President and          February 6, 2002
  -------------------------------     Director (Principal Executive Officer)
  John A. Blaeser
  
  /s/ Melissa H. Cruz                Executive Vice President, Business Services,    February 6, 2002
  -------------------------------     Chief Financial Officer and Treasurer
  Melissa H. Cruz                     (Principal Financial and Accounting Officer)
  
  /s/ Frederick W. W. Bolander       Director                                        February 6, 2002
  -------------------------------
  Frederick W. W. Bolander
  
  /s/ Richard M. Burnes, Jr.         Director                                        February 6, 2002
  -------------------------------
  Richard M. Burnes, Jr.
  
  /s/ Deepak Kamra                   Director                                        February 6, 2002
  -------------------------------
  Deepak Kamra
  
  /s/ Robert M. Wadsworth            Director                                        February 6, 2002
  -------------------------------
  Robert M. Wadsworth
  </TABLE>
  
  
  <PAGE>
  
  
  
  
                                    EXHIBIT INDEX
  
  
  Exhibit No.                 Description of Exhibit                Page Number
  -----------                 ----------------------                -----------
  
      4.1       Restated Articles of Organization (filed as
                Exhibit 3.02 to the Registrant's Registration
                Statement on Form S-1 (File No. 333-33227)
                and incorporated herein by reference)
  
      4.2       Restated By-Laws (filed as Exhibit 3.03 to the
                Registrant's Registration Statement on Form S-1
                (File No. 333-33227) and incorporated herein
                by reference)
  
      5.1       Opinion of Testa, Hurwitz & Thibeault, LLP
  
     23.1       Consent of Testa, Hurwitz & Thibeault, LLP
                (contained in Exhibit 5.1)
  
     23.2       Consent of Arthur Andersen LLP
  
     23.3       Consent of KPMG LLP
  
     24.1       Power of Attorney (included as part of the
                signature page to this Registration Statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b41876ccs-8.txt", "description": "CONCORD COMMUNICATIONS, INC.", "secsgml_size_bytes": 20087}]
metadata_filer: {"company-data": {"conformed-name": "CONCORD COMMUNICATIONS INC", "cik": "0000915290", "assigned-sic": "7372", "irs-number": "042710876", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82252", "film-number": "02528464"}, "business-address": {"street1": "600 NICKERSON RD", "city": "MARLBORO", "state": "MA", "zip": "01752", "phone": "5084604646"}, "mail-address": {"street1": "600 NICKERSON RD", "city": "MARLBORO", "state": "MA", "zip": "01752"}}
text: As filed with the Securities and Exchange Commission on February 6, 2002.
                                                      Registration No. 333-_______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                        ------------------------------------
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                        ------------------------------------
  
                            CONCORD COMMUNICATIONS, INC.
               (Exact name of registrant as specified in its charter)
  
           Massachusetts                                       04-2710876
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                          Identification No.)
  
                                 600 Nickerson Road
                            Marlboro, Massachusetts 01752
                                   (508) 460-4646
                 (Address of Principal Executive Offices) (Zip Code)
  
                        ------------------------------------
  
                  2000 Non-Executive Employee Equity Incentive Plan
                              (Full title of the plan)
  
                        ------------------------------------
  
                                   John A. Blaeser
                        Chief Executive Officer and President
                            Concord Communications, Inc.
                                 600 Nickerson Road
                            Marlboro, Massachusetts 01752
                                   (508) 460-4646
             (Name and address including zip code and telephone number,
                     including area code, of agent for service)
  
                        ------------------------------------
  
                                      Copy to:
  
        Douglas A. Batt, Esq.                           Kevin M. Barry, Esq.
    CONCORD COMMUNICATIONS, INC.                  TESTA, HURWITZ & THIBEAULT, LLP
         600 Nickerson Road                               125 High Street
    Marlboro, Massachusetts 01752                   Boston, Massachusetts  02110
          (508) 460-4646                                  (617) 248-7000
  
                    --------------------------------------------
  
  ================================================================================
  -2-
  
                           CALCULATION OF REGISTRATION FEE
  =====================================================================================================================
  
                                                                        Proposed          Proposed
                                                                         Maximum           Maximum
                                                         Amount         Offering          Aggregate        Amount of
  Title of Securities                                     to be         Price Per         Offering        Registration
  to be Registered                                     Registered         Share             Price             Fee
  ---------------------------------------------------------------------------------------------------------------------
  2000 Non-Executive Employee Equity Incentive Plan      500,000       $21.975(1)        $10,987,500       $1,010.85
  Common Stock (Par Value $.01 Per Share)
  
  TOTAL:                                                 500,000                                           $1,010.85
  ---------------------------------------------------------------------------------------------------------------------
  (1)  The price of $21.975 per share, which is the average of the high and low
       prices of the common stock of the registrant reported on the Nasdaq
       National Market on February 4, 2002, is set forth solely for purposes of
       calculating the filing fee pursuant to Rule 457(c) and (h) and has been
       used only for those shares without a fixed exercise price.
  -3-
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  PLAN INFORMATION.
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees, directors or others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions to Form S-8, such
  documents are not being filed with the Commission either as part of this
  registration statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  registration statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Commission are incorporated by
  reference in this registration statement:
  
           (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 2000 filed pursuant to the Exchange
                    Act that contains audited financial statements for the fiscal
                    year ended December 31, 2000;
  
           (b)      The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                    quarters ended March 31, 2001, June 30, 2001 and September 30,
                    2001, filed pursuant to the Exchange Act; and
  
           (c)      The section entitled "Description of Registrant's Securities
                    to be Registered," contained in the Registrant's Registration
                    Statement on Form 8-A, filed on September 12, 1997 pursuant to
                    Section 12(g) of the Securities Exchange Act of 1934, as
                    amended (the "Exchange Act").
  
           All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this registration
  statement and to be a part hereof from the date of filing of such documents.
  -4-
  
  Item 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Restated Articles of Organization of the Registrant and the
  Restated By-Laws provide for indemnification of the Registrant's directors and
  officers unless such indemnification is prohibited by the Massachusetts Business
  Corporation Law. The Massachusetts Business Corporation Law generally permits
  indemnification of the Registrant's directors and officers for liabilities and
  expenses that they may incur in such capacities, except with respect to any
  matter that the indemnified person shall have been adjudicated in any proceeding
  not to have acted in good faith in the reasonable belief that his or her action
  was in the best interest of the Registrant. Reference is made to the
  Registrant's corporate charter filed as Exhibit 3.02 to the Registrant's
  registration statement on Form S-1 filed with the Commission on August 8, 1997,
  as amended (the "S-1") and Restated By-Laws filed as Exhibit 3.03 to the
  Registrant's S-1.
  
           Pursuant to an agreement between Charles River Partnership VII Limited
  Partnership and Mr. Richard M. Burnes, Jr., Charles River Partnership VII has
  agreed to indemnify Mr. Burnes against any liability incurred in his capacity as
  a director of the Registrant.
  
           The Registrant has entered into indemnification agreements with its
  directors and officers and has obtained directors and officers liability
  insurance for the benefit of its directors and officers.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  Item 8.  EXHIBITS.
  
  Exhibit No.    Description of Exhibit
  -----------    ----------------------
  
      4.1        Restated Articles of Organization (filed as Exhibit 3.02 to the
                 Registrant's Registration Statement on Form S-1 (File No.
                 333-33227) and incorporated herein by reference)
  
      4.2        Restated By-Laws (filed as Exhibit 3.03 to the Registrant's
                 Registration Statement on Form S-1 (File No. 333-33227) and
                 incorporated herein by reference)
  
      5.1        Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).
  
     23.1        Consent of Testa, Hurwitz & Thibeault, LLP (contained in
                 Exhibit 5.1).
  
     23.2        Consent of Arthur Andersen LLP (filed herewith).
  
     23.3        Consent of KPMG LLP (filed herewith).
  -5-
  
  24.1           Power of Attorney (included as part of the signature page to
                 this Registration Statement).
  
  Item 9.  UNDERTAKINGS.
  
           (a)      The undersigned Registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             registration statement:
  
                             (i)      To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act of
                                      1933;
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the registration statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the registration
                                      statement. Notwithstanding the foregoing,
                                      any increase or decrease in volume of
                                      securities offered (if the total dollar
                                      value of securities offered would not
                                      exceed that which was registered) and any
                                      deviation from the low or high end of the
                                      estimated maximum offering range may be
                                      reflected in the form of prospectus filed
                                      with the Commission pursuant to Rule 424(b)
                                      if, in the aggregate, the changes in volume
                                      and price represent no more than a 20
                                      percent change in the maximum aggregate
                                      offering price set forth in the "Calculation
                                      of Registration Fee" table in the
                                      registration statement;
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the registration
                                      statement or any material change to such
                                      information in the registration statement;
  
                    (2)      That, for the purpose of determining any liability
                             under the Securities Act of 1933, each such
                             post-effective amendment shall be deemed to be a new
                             registration statement relating to the securities
                             offered therein, and the offering of such securities
                             at that time shall be deemed to be the initial bona
                             fide offering thereof.
  
                    (3)      To remove from registration by means of a
                             post-effective amendment any of the securities
                             being registered which remain unsold at the
                             termination of the offering.
  
           (b)      The undersigned Registrant hereby undertakes that, for
                    purposes of determining any liability under the Securities Act
                    of 1933, each filing of the Registrant's annual report
                    pursuant to Section 13(a) or Section 15(d) of the Securities
                    Exchange Act of 1934 (and, where applicable, each filing of an
                    employee benefit plan's annual report pursuant to Section
                    15(d) of the Securities Exchange Act of 1934) that is
                    incorporated by reference in the registration statement shall
                    be deemed to be a new registration statement relating
  -6-
  
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
           (c)      Insofar as indemnification for liabilities arising under the
                    Securities Act of 1933 may be permitted to directors, officers
                    and controlling persons of the Registrant pursuant to the
                    foregoing provisions, or otherwise, the Registrant has been
                    advised that in the opinion of the Securities and Exchange
                    Commission such indemnification is against public policy as
                    expressed in the Securities Act of 1933 and is, therefore,
                    unenforceable. In the event that a claim for indemnification
                    against such liabilities (other than the payment by the
                    Registrant of expenses incurred or paid by a director, officer
                    or controlling person of the Registrant in the successful
                    defense of any action, suit or proceeding) is asserted by such
                    director, officer or controlling person in connection with the
                    securities being registered, the Registrant will, unless in
                    the opinion of its counsel the matter has been settled by
                    controlling precedent, submit to a court of appropriate
                    jurisdiction the question whether such indemnification by it
                    is against public policy as expressed in the Act and will be
                    governed by the final adjudication of such issue.
  
                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
  -7-
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant, Concord Communications, Inc., 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 the Town of Marlboro,
  Commonwealth of Massachusetts, on this 6th day of February, 2002.
  
                                         CONCORD COMMUNICATIONS, INC.
  
                                         By: /s/ John A. Blaeser
                                             -------------------------------------
                                             John A. Blaeser
                                             Chief Executive Officer and President
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Concord Communications,
  Inc., hereby severally constitute and appoint John A. Blaeser and Melissa H.
  Cruz, and each of them singly, our true and lawful attorneys, with full power to
  them and each of them singly, to sign for us in our names in the capacities
  indicated below, any amendments to this registration statement on Form S-8
  (including post-effective amendments), and to file the same, with all exhibits
  thereto and other documents in connection therewith, with the Securities and
  Exchange Commission, and generally to do all things in our names and on our
  behalf in our capacities as officers and directors to enable Concord
  Communications, Inc., to comply with the provisions of the Securities Act of
  1933, as amended, hereby ratifying and confirming our signatures as they may be
  signed by our said attorneys, or any of them, to said registration statement and
  all amendments thereto.
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                 TITLE(S)                            DATE
             ---------                                 --------                            ----
  /s/ John A. Blaeser                Chief Executive Officer, President and          February 6, 2002
  -------------------------------     Director (Principal Executive Officer)
  John A. Blaeser
  
  /s/ Melissa H. Cruz                Executive Vice President, Business Services,    February 6, 2002
  -------------------------------     Chief Financial Officer and Treasurer
  Melissa H. Cruz                     (Principal Financial and Accounting Officer)
  
  /s/ Frederick W. W. Bolander       Director                                        February 6, 2002
  -------------------------------
  Frederick W. W. Bolander
  
  /s/ Richard M. Burnes, Jr.         Director                                        February 6, 2002
  -------------------------------
  Richard M. Burnes, Jr.
  
  /s/ Deepak Kamra                   Director                                        February 6, 2002
  -------------------------------
  Deepak Kamra
  
  /s/ Robert M. Wadsworth            Director                                        February 6, 2002
  -------------------------------
  Robert M. Wadsworth
  EXHIBIT INDEX
  
  Exhibit No.                 Description of Exhibit                Page Number
  -----------                 ----------------------                -----------
  
      4.1       Restated Articles of Organization (filed as
                Exhibit 3.02 to the Registrant's Registration
                Statement on Form S-1 (File No. 333-33227)
                and incorporated herein by reference)
  
      4.2       Restated By-Laws (filed as Exhibit 3.03 to the
                Registrant's Registration Statement on Form S-1
                (File No. 333-33227) and incorporated herein
                by reference)
  
      5.1       Opinion of Testa, Hurwitz & Thibeault, LLP
  
     23.1       Consent of Testa, Hurwitz & Thibeault, LLP
                (contained in Exhibit 5.1)
  
     23.2       Consent of Arthur Andersen LLP
  
     23.3       Consent of KPMG LLP
  
     24.1       Power of Attorney (included as part of the
                signature page to this Registration Statement)