content: <PAGE>   1
       As filed with the Securities and Exchange Commission on March 2, 2000.
                                                             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 Identification No.)
     incorporation or organization)
  
                                 600 Nickerson Road
                            Marlboro, Massachusetts 01752
                                   (508) 460-4646
                 (Address of Principal Executive Offices) (Zip Code)
  
                        ------------------------------------
  
                            MISSION SYSTEMS, INCORPORATED
                          1996 EQUITY INCENTIVE STOCK PLAN
                              FIRSTSENSE SOFTWARE, INC.
                              1997 STOCK 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:
  
                                Kevin M. Barry, Esq.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                   125 High Street
                             Boston, Massachusetts 02110
                                   (617) 248-7000
  
                        ------------------------------------
  
  <PAGE>   2
  
  ================================================================================
                           CALCULATION OF REGISTRATION FEE
  ================================================================================
  
  
  <TABLE>
  <CAPTION>
                                                                  Proposed
                                                                  Maximum           Proposed
                                                                  Offering          Maximum
  Title of Securities                          Amount to be       Price Per         Aggregate               Amount of
  to be Registered                             Registered         Share(1)          Offering Price          Registration Fee(2)
  <S>                                            <C>              <C>               <C>                     <C>
  MISSION SYSTEMS, INCORPORATED
  1996 EQUITY INCENTIVE STOCK PLAN
  Common Stock (par value $.01 per share)
  
  OPTIONS GRANTED                                1,503            $4.991            $  7,501.47
                                                   387            $4.525            $  1,751.18
  
  FIRSTSENSE SOFTWARE, INC
  1997 STOCK INCENTIVE PLAN
  Common Stock (par value $.01 per share)
  
  
  OPTIONS GRANTED                                3,756            $4.991            $ 18,746.20
                                               101,542            $2.329            $236,491.32
                                                67,444            $1.664            $112,226.82
                                                91,330            $0.665            $ 60,734.45
  
  TOTAL:                                       265,962                              $437,451.43            $115.49
  </TABLE>
  
  --------------------------------------------------------------------------------
  
  (1)  Such shares are issuable upon exercise of outstanding options with fixed
       exercise prices. Pursuant to Rule 457(h), the aggregate offering price and
       the fee have been computed upon the basis of the price at which the options
       may be exercised. The offering price per share set forth for such shares is
       the exercise price per share at which such options are exercisable.
  
  (2)  Calculated pursuant to Section 6(b) of the Securities Act of 1933.
  
  <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). 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 Current Report on Form 8-K filed on March 1, 2000
  pursuant to the Exchange Act which contains audited financial statements for the
  fiscal year ended December 31, 1999.
  
       (b) The Registrant's Current Report on Form 8-K filed on February 10, 2000
  pursuant to the Exchange Act;
  
       (c) The Registrant's Current Report on Form 8-K filed on January 26, 2000
  pursuant to the Exchange Act;
  
       (d) All other documents filed by the Registrant pursuant to Section 13(a)
  or 15(d) of the Exchange Act since the end of the fiscal year covered by the
  annual report referred to in (a) above.
  
       (e) The section entitled "Description of Registrant's Securities to be
  Registered" contained in the Registrant's Registration Statement on Form 8-A
  filed pursuant to Section 12(b) of the Exchange Act on September 12, 1997.
  
       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 thereof from the date of filing of such documents.
  
  <PAGE>   4
  
  Item 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  Item 5. INTEREST 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)
  
  4.3       Mission Systems, Incorporated 1996 Equity Incentive Stock Plan
  
  4.4       FirstSense Software, Inc. 1997 Stock Incentive Plan
  <PAGE>   5
  
  5.1       Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith)
  
  23.1      Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1)
  
  23.2      Consent of Arthur Andersen LLP (filed herewith)
  
  24.1      Power of Attorney (included as part of the signature page of 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 effective
                 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.
  
            (4)  If the registrant is a foreign private issuer, to file a
            post-effective amendment to the registration statement to include any
            financial statements required by Rule 3-19 of this chapter at the
            start of any delayed offering or throughout a continuous offering.
            Financial statements and information otherwise required by Section
            10(a)(3) of the Act need not be furnished, provided, that the
            registrant includes in the prospectus, by means of a post-effective
            amendment, financial statements required pursuant to this paragraph
  <PAGE>   6
  
            (a)(4) and other information necessary to ensure that all other
            information in the prospectus is at least as current as the date of
            those financial statements. Notwithstanding the foregoing, with
            respect to registration statements on Form F-3, a post-effective
            amendment need not be filed to include financial statements and
            information required by Section 10(a)(3) of the Act or Rule 3-19 of
            this chapter if such financial statements and information are
            contained in periodic reports filed with or furnished to the
            Commission by the registrant pursuant to Section 13 or Section 15(d)
            of the Securities Exchange Act of 1934 that are incorporated by
            reference in the Form F-3.
  
       (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 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 Act 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.
  
  
  <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 29th day of February, 2000.
  
                                        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 Gary E. Haroian, 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,    February 29, 2000
  -----------------------------      President and Director
  John A. Blaeser                    (Principal Executive
                                     Officer)
  
  /s/ Gary E. Haroian                Senior Vice President,      February 29, 2000
  -----------------------------      Finance and
  Gary E. Haroian                    Administration, Chief
                                     Financial Officer, Clerk
                                     and Treasurer (Principal
                                     Financial and Accounting
                                     Officer)
  
  /s/ Frederick W. W. Bolander       Director                    February 29, 2000
  -----------------------------
  Frederick W. W. Bolander
  
  /s/ Richard M. Burnes, Jr.         Director                    February 29, 2000
  -----------------------------
  Richard M. Burnes, Jr.
  
  /s/ Robert C. Hawk                 Director                    February 29, 2000
  -----------------------------
  Robert C. Hawk
  
  /s/ John Robert Held               Director                    February 29, 2000
  -----------------------------
  John Robert Held
  
  /s/ Deepak Kamra                   Director                    February 29, 2000
  -----------------------------
  Deepak Kamra
  
  /s/ Robert M. Wadsworth            Director                    February 29, 2000
  -----------------------------
  Robert M. Wadsworth
  
  <PAGE>   8
  
                                  INDEX TO EXHIBITS
  
  Exhibit No.    Description
  -----------    -----------
  
  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)
  
  4.3            Mission Systems, Incorporated 1996 Equity Incentive Stock Plan
  
  4.4            FirstSense Software, Inc. 1997 Stock Incentive Plan
  
  5.1            Opinion of Testa, Hurwitz & Thibeault, LLP
  
  23.1           Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
                 5.1)
  
  23.2           Consent of Arthur Andersen LLP
  
  24.1           Power of Attorney (included as part of the signature page to this
                 Registration Statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "CONCORD COMMUNICATIONS, INC.", "secsgml_size_bytes": 20337}]
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": "333-31484", "film-number": "559686"}, "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 2, 2000.
                                                             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 Identification No.)
     incorporation or organization)
  
                                 600 Nickerson Road
                            Marlboro, Massachusetts 01752
                                   (508) 460-4646
                 (Address of Principal Executive Offices) (Zip Code)
  
                        ------------------------------------
  
                            MISSION SYSTEMS, INCORPORATED
                          1996 EQUITY INCENTIVE STOCK PLAN
                              FIRSTSENSE SOFTWARE, INC.
                              1997 STOCK 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:
  
                                Kevin M. Barry, Esq.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                   125 High Street
                             Boston, Massachusetts 02110
                                   (617) 248-7000
  
                        ------------------------------------
  2
  
  ================================================================================
                           CALCULATION OF REGISTRATION FEE
  ================================================================================
  Proposed
                                                                  Maximum           Proposed
                                                                  Offering          Maximum
  Title of Securities                          Amount to be       Price Per         Aggregate               Amount of
  to be Registered                             Registered         Share(1)          Offering Price          Registration Fee(2)
  MISSION SYSTEMS, INCORPORATED
  1996 EQUITY INCENTIVE STOCK PLAN
  Common Stock (par value $.01 per share)
  
  OPTIONS GRANTED                                1,503            $4.991            $  7,501.47
                                                   387            $4.525            $  1,751.18
  
  FIRSTSENSE SOFTWARE, INC
  1997 STOCK INCENTIVE PLAN
  Common Stock (par value $.01 per share)
  
  OPTIONS GRANTED                                3,756            $4.991            $ 18,746.20
                                               101,542            $2.329            $236,491.32
                                                67,444            $1.664            $112,226.82
                                                91,330            $0.665            $ 60,734.45
  
  TOTAL:                                       265,962                              $437,451.43            $115.49
  --------------------------------------------------------------------------------
  
  (1)  Such shares are issuable upon exercise of outstanding options with fixed
       exercise prices. Pursuant to Rule 457(h), the aggregate offering price and
       the fee have been computed upon the basis of the price at which the options
       may be exercised. The offering price per share set forth for such shares is
       the exercise price per share at which such options are exercisable.
  
  (2)  Calculated pursuant to Section 6(b) of the Securities Act of 1933.
  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). 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 Current Report on Form 8-K filed on March 1, 2000
  pursuant to the Exchange Act which contains audited financial statements for the
  fiscal year ended December 31, 1999.
  
       (b) The Registrant's Current Report on Form 8-K filed on February 10, 2000
  pursuant to the Exchange Act;
  
       (c) The Registrant's Current Report on Form 8-K filed on January 26, 2000
  pursuant to the Exchange Act;
  
       (d) All other documents filed by the Registrant pursuant to Section 13(a)
  or 15(d) of the Exchange Act since the end of the fiscal year covered by the
  annual report referred to in (a) above.
  
       (e) The section entitled "Description of Registrant's Securities to be
  Registered" contained in the Registrant's Registration Statement on Form 8-A
  filed pursuant to Section 12(b) of the Exchange Act on September 12, 1997.
  
       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 thereof from the date of filing of such documents.
  4
  
  Item 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  Item 5. INTEREST 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)
  
  4.3       Mission Systems, Incorporated 1996 Equity Incentive Stock Plan
  
  4.4       FirstSense Software, Inc. 1997 Stock Incentive Plan
  5
  
  5.1       Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith)
  
  23.1      Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1)
  
  23.2      Consent of Arthur Andersen LLP (filed herewith)
  
  24.1      Power of Attorney (included as part of the signature page of 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 effective
                 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.
  
            (4)  If the registrant is a foreign private issuer, to file a
            post-effective amendment to the registration statement to include any
            financial statements required by Rule 3-19 of this chapter at the
            start of any delayed offering or throughout a continuous offering.
            Financial statements and information otherwise required by Section
            10(a)(3) of the Act need not be furnished, provided, that the
            registrant includes in the prospectus, by means of a post-effective
            amendment, financial statements required pursuant to this paragraph
  6
  
            (a)(4) and other information necessary to ensure that all other
            information in the prospectus is at least as current as the date of
            those financial statements. Notwithstanding the foregoing, with
            respect to registration statements on Form F-3, a post-effective
            amendment need not be filed to include financial statements and
            information required by Section 10(a)(3) of the Act or Rule 3-19 of
            this chapter if such financial statements and information are
            contained in periodic reports filed with or furnished to the
            Commission by the registrant pursuant to Section 13 or Section 15(d)
            of the Securities Exchange Act of 1934 that are incorporated by
            reference in the Form F-3.
  
       (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 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 Act 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.
  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 29th day of February, 2000.
  
                                        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 Gary E. Haroian, 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,    February 29, 2000
  -----------------------------      President and Director
  John A. Blaeser                    (Principal Executive
                                     Officer)
  
  /s/ Gary E. Haroian                Senior Vice President,      February 29, 2000
  -----------------------------      Finance and
  Gary E. Haroian                    Administration, Chief
                                     Financial Officer, Clerk
                                     and Treasurer (Principal
                                     Financial and Accounting
                                     Officer)
  
  /s/ Frederick W. W. Bolander       Director                    February 29, 2000
  -----------------------------
  Frederick W. W. Bolander
  
  /s/ Richard M. Burnes, Jr.         Director                    February 29, 2000
  -----------------------------
  Richard M. Burnes, Jr.
  
  /s/ Robert C. Hawk                 Director                    February 29, 2000
  -----------------------------
  Robert C. Hawk
  
  /s/ John Robert Held               Director                    February 29, 2000
  -----------------------------
  John Robert Held
  
  /s/ Deepak Kamra                   Director                    February 29, 2000
  -----------------------------
  Deepak Kamra
  
  /s/ Robert M. Wadsworth            Director                    February 29, 2000
  -----------------------------
  Robert M. Wadsworth
  8
  
                                  INDEX TO EXHIBITS
  
  Exhibit No.    Description
  -----------    -----------
  
  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)
  
  4.3            Mission Systems, Incorporated 1996 Equity Incentive Stock Plan
  
  4.4            FirstSense Software, Inc. 1997 Stock Incentive Plan
  
  5.1            Opinion of Testa, Hurwitz & Thibeault, LLP
  
  23.1           Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
                 5.1)
  
  23.2           Consent of Arthur Andersen LLP
  
  24.1           Power of Attorney (included as part of the signature page to this
                 Registration Statement)