content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on March 26, 2001.
                                                      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)
  
  <TABLE>
  <S>                                                                  <C>
              Massachusetts                                                         04-2710876
  (State or other jurisdiction of incorporation or organization)       (I.R.S. Employer Identification No.)
  </TABLE>
  
                                 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 plans)
  
                        ------------------------------------
  
                                   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
                                        -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
  
  <S>                                         <C>            <C>           <C>              <C>
  2000 Non-Executive Employee                  1,500,000     $7.0625(1)    $10,593,750      $2,648.44
  Equity Incentive Plan
  Common Stock (Par Value $.01 Per
  Share)
  
                                              ---------                                     ---------
  TOTAL:                                      1,500,000                                     $2,648.44
  </TABLE>
  
  (1)      The price of $7.0625 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 March 21,2001, 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
                                          -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; and
  
        (b)   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.
  
  Item 4.     Description of Securities.
  
              Not applicable.
  <PAGE>   4
                                        -4-
  
  
  
  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).
  
       24.1         Power of Attorney (included as part of the signature page to
                    this Registration Statement).
  <PAGE>   5
                                        -5-
  
  
  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 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
  <PAGE>   6
                                        -6-
  
  
                    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
                                        -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 26th day of March, 2001.
  
                                      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,        March 26, 2001
  ------------------------------  President and Director
  John A. Blaeser                 (Principal Executive Officer)
  
   /s/ Melissa H. Cruz            Executive Vice President,       March 26, 2001
  ------------------------------  Business Services, Chief
  Melissa H. Cruz                 Financial Officer and
                                  Treasurer (Principal Financial
                                  and Accounting Officer)
  
   /s/ Frederick W. W. Bolander   Director                        March 26, 2001
  ------------------------------
  Frederick W. W. Bolander
  
   /s/ Richard M. Burnes, Jr.     Director                        March 26, 2001
  ------------------------------
  Richard M. Burnes, Jr.
  
   /s/ Robert C. Hawk             Director                        March 26, 2001
  ------------------------------
  Robert C. Hawk
  
   /s/ John Robert Held           Director                        March 26, 2001
  ------------------------------
  John Robert Held
  
   /s/ Deepak Kamra               Director                        March 26, 2001
  ------------------------------
  Deepak Kamra
  
   /s/ Robert M. Wadsworth        Director                        March 26, 2001
  ------------------------------
  Robert M. Wadsworth
  <PAGE>   8
                                    Exhibit Index
  
  
  
  <TABLE>
  <CAPTION>
    Exhibit No.            Description of Exhibit               Page Number
    -----------            ----------------------               -----------
  <S>             <C>                                           <C>
        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)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b38753ccs-8.txt", "description": "CONCORD COMMUNICATIONS, INC.", "secsgml_size_bytes": 19435}]
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": "333-57672", "film-number": "1580469"}, "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: 1
  
       As filed with the Securities and Exchange Commission on March 26, 2001.
                                                      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 incorporation or organization)       (I.R.S. Employer 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 plans)
  
                        ------------------------------------
  
                                   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
                                        -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                  1,500,000     $7.0625(1)    $10,593,750      $2,648.44
  Equity Incentive Plan
  Common Stock (Par Value $.01 Per
  Share)
  
                                              ---------                                     ---------
  TOTAL:                                      1,500,000                                     $2,648.44
  (1)      The price of $7.0625 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 March 21,2001, 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
                                          -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; and
  
        (b)   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.
  
  Item 4.     Description of Securities.
  
              Not applicable.
  4
                                        -4-
  
  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).
  
       24.1         Power of Attorney (included as part of the signature page to
                    this Registration Statement).
  5
                                        -5-
  
  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 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
  6
                                        -6-
  
                    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
                                        -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 26th day of March, 2001.
  
                                      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,        March 26, 2001
  ------------------------------  President and Director
  John A. Blaeser                 (Principal Executive Officer)
  
   /s/ Melissa H. Cruz            Executive Vice President,       March 26, 2001
  ------------------------------  Business Services, Chief
  Melissa H. Cruz                 Financial Officer and
                                  Treasurer (Principal Financial
                                  and Accounting Officer)
  
   /s/ Frederick W. W. Bolander   Director                        March 26, 2001
  ------------------------------
  Frederick W. W. Bolander
  
   /s/ Richard M. Burnes, Jr.     Director                        March 26, 2001
  ------------------------------
  Richard M. Burnes, Jr.
  
   /s/ Robert C. Hawk             Director                        March 26, 2001
  ------------------------------
  Robert C. Hawk
  
   /s/ John Robert Held           Director                        March 26, 2001
  ------------------------------
  John Robert Held
  
   /s/ Deepak Kamra               Director                        March 26, 2001
  ------------------------------
  Deepak Kamra
  
   /s/ Robert M. Wadsworth        Director                        March 26, 2001
  ------------------------------
  Robert M. Wadsworth
  8
                                    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)