content: <PAGE>
  
     As filed with the Securities and Exchange Commission on October 31, 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)
  
                        ------------------------------------
  
                   2001 Non-Executive Employee Stock Purchase 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>
  2001 Non-Executive Employee Stock Purchase Plan        500,000       $13.260(1)      $6,630,000.00       $1,657.50
  Common Stock (Par Value $.01 Per Share)
  
  TOTAL:                                                 500,000                                           $1,657.50
  ----------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  The price of $13.260 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 October 29, 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-
  
                                       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 and July 31, 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.
  
  Item 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  
  <PAGE>
  
                                        -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-
  
  
  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.
  
  <PAGE>
  
                                        -6-
  
  
       (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 30th day of October, 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.
  
  <TABLE>
  <CAPTION>
  
                    SIGNATURE                                      TITLE(S)                              DATE
                    ---------                                      --------                              ----
  <S>                                             <C>                                           <C>
  /s/ John A. Blaeser                            Chief Executive Officer, President and         October 30, 2001
  ---------------------------------------        Director (Principal Executive Officer)
  John A. Blaeser
  
  /s/ Melissa H. Cruz                            Executive Vice President, Business Services,   October 30, 2001
  ---------------------------------------        Chief Financial Officer and Treasurer
  Melissa H. Cruz                                (Principal Financial and Accounting Officer)
  
  /s/ Frederick W. W. Bolander                   Director                                       October 30, 2001
  ---------------------------------------
  Frederick W. W. Bolander
  
  /s/ Richard M. Burnes, Jr.                     Director                                       October 30, 2001
  ---------------------------------------
  Richard M. Burnes, Jr.
  
  /s/ Deepak Kamra                               Director                                       October 30, 2001
  ---------------------------------------
  Deepak Kamra
  
  /s/ Robert M. Wadsworth                        Director                                       October 30, 2001
  ---------------------------------------
  Robert M. Wadsworth
  </Table>
  
  <PAGE>
  
  
  
  
                                    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": "b41020s8s-8.txt", "description": "CONCORD COMMUNICATIONS, INC.", "secsgml_size_bytes": 19196}]
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": "333-72518", "film-number": "1771328"}, "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 October 31, 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)
  
                        ------------------------------------
  
                   2001 Non-Executive Employee Stock Purchase 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
  --------------------------------------------------- -------------- ---------------- ------------------ ---------------
  2001 Non-Executive Employee Stock Purchase Plan        500,000       $13.260(1)      $6,630,000.00       $1,657.50
  Common Stock (Par Value $.01 Per Share)
  
  TOTAL:                                                 500,000                                           $1,657.50
  ----------------------------------------------------------------------------------------------------------------------
  (1)  The price of $13.260 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 October 29, 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-
  
                                       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 and July 31, 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.
  
  Item 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  -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-
  
  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.
  -6-
  
       (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 30th day of October, 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, President and         October 30, 2001
  ---------------------------------------        Director (Principal Executive Officer)
  John A. Blaeser
  
  /s/ Melissa H. Cruz                            Executive Vice President, Business Services,   October 30, 2001
  ---------------------------------------        Chief Financial Officer and Treasurer
  Melissa H. Cruz                                (Principal Financial and Accounting Officer)
  
  /s/ Frederick W. W. Bolander                   Director                                       October 30, 2001
  ---------------------------------------
  Frederick W. W. Bolander
  
  /s/ Richard M. Burnes, Jr.                     Director                                       October 30, 2001
  ---------------------------------------
  Richard M. Burnes, Jr.
  
  /s/ Deepak Kamra                               Director                                       October 30, 2001
  ---------------------------------------
  Deepak Kamra
  
  /s/ Robert M. Wadsworth                        Director                                       October 30, 2001
  ---------------------------------------
  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)