FORM 10-Q

                        SECURITIES & EXCHANGE COMMISSION

                            Washington, D.C. 20549
(Mark One)

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

For the quarterly period ended         March 31, 2000

        OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from                to

Commission file number                        0-20680

                             Concepts Direct, Inc.
           (Exact name of registrant as specified in its charter)

             Delaware                                         52-1781893
       (State or other jurisdiction                        (I.R.S. employer
     of incorporation or organization)                     identification No.)

                    2950 Colorful Avenue, Longmont, CO 80504
              (Address of principal executive offices, Zip Code)

                                   (303) 772-9171
                (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes  X    No

As of May 8, 2000, 4,985,618 shares of Common Stock, $.10 par value, were
outstanding.


                             CONCEPTS DIRECT, INC.

                                  FORM 10-Q

                                    INDEX


PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements:

  Balance Sheets as of March 31, 2000 and December 31, 1999

  Statements of Operations for the three months ended
    March 31, 2000 and March 31, 1999

  Statements of Cash Flows for the three months ended
    March 31, 2000 and March 31, 1999

  Notes to Financial Statements

Item 2. Management's Discussion and Analysis of Financial
    Condition and Results of Operations

PART II.  OTHER INFORMATION

Item 6.	Exhibits and reports on Form 8-K



Item 1.
                            CONCEPTS DIRECT, INC.
                                Balance Sheets
                                               March 31,      December 31,
                                                  2000            1999
ASSETS                                        (Unaudited)
Current assets
Cash and cash equivalents                   $          -       $  1,230,900
Accounts receivable,less allowances              444,868            640,531
Deferred advertising costs                     2,804,061          2,114,902
Inventories, less allowances                   5,664,174          5,220,566
Prepaid expenses and other                       480,410            473,291

   Total current assets                        9,393,513          9,680,190

Property and equipment, net                   12,231,524         12,484,016

Capitalized software costs,net                 2,310,640          2,238,839

Trademark and other intangible assets, net     1,212,267          1,240,615

Other assets                                     466,124            549,193

     TOTAL ASSETS                           $ 25,614,068       $ 26,192,853

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable                            $  5,711,721       $  4,614,129
Current maturities of debt and
capital lease obligations                      1,397,828          1,503,399
Line of credit                                   200,000                  -
Accrued employee compensation                    866,024            590,437
Customer liabilities                             678,475            779,053

   Total current liabilities                   8,854,048          7,487,018

Debt and capital lease obligations             4,626,616          4,817,585

Commitments and contingencies

Stockholders' equity
   Common Stock, $.10 par value,
     authorized 7,500,000 shares, issued
     and outstanding 4,985,618 shares in
     2000 and 1999                               498,562            498,562
   Additional paid-in capital                 14,397,577         14,397,577
   Retained deficit                           (2,762,735)        (1,007,889)

Total stockholders' equity                    12,133,404         13,888,250

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $ 25,614,068       $ 26,192,853

See notes to financial statements.


                             CONCEPTS DIRECT, INC.
                           Statements of Operations
                                 (Unaudited)

                                                 Three Months Ended
                                                      March 31,
                                                2000           1999

Net sales                                  $ 12,805,628     $ 12,545,759

Operating costs and expenses:

Cost of product and delivery                  8,218,515        8,000,447
Selling, general and administrative           6,269,887        5,149,894

Total operating costs and expenses           14,488,402       13,150,341

Operating loss                               (1,682,774)        (604,582)

Other expense, net                              (72,072)         (69,512)

Loss before income taxes                     (1,754,846)        (674,094)

Benefit for income taxes                              -         (229,111)

Net loss                                   $ (1,754,846)    $   (444,983)

Basic and diluted loss per share           $      (0.35)    $      (0.09)

Weighted average number of common shares      4,985,618        4,971,286

See notes to financial statements.



                            CONCEPTS DIRECT, INC.
                          Statements of Cash Flows
                                 (Unaudited)
                                                       Three Months Ended
                                                            March 31,
                                                       2000           1999
OPERATING ACTIVITIES
  Net loss                                          $ (1,754,846) $  (444,983)
  Adjustments to reconcile net loss to
   net cash used in operating activities:
     Provision for losses on accounts receivable         (28,689)       4,012
     Provision for losses in inventory values            (10,824)     352,624
     Depreciation                                        343,597      259,001
     Amortization                                        139,378            -
     Current and deferred income taxes                         -     (229,111)
     Changes in operating assets and liabilities:
       Accounts receivable                               224,352       (2,547)
       Deferred advertising costs                       (689,159)   1,366,283
       Inventories                                      (432,784)     445,274
       Prepaid expenses and other                         (7,119)     (76,433)
       Accounts payable                                1,097,591   (1,984,422)
       Accrued employee compensation                     275,587      124,261
       Customer liabilities                             (100,578)     204,149
       Interest payable                                        -      (19,348)
NET CASH USED IN OPERATING ACTIVITIES                  (943,494)      (1,240)
INVESTING ACTIVITIES
     Capital expenditures                               (273,936)    (677,216)
     Other investing activities, net                      83,069       10,732
NET CASH USED IN INVESTING ACTIVITIES                   (190,867)    (666,484)
FINANCING ACTIVITIES
     Principal payments on debt and
      lease obligations                               (1,046,539)    (228,843)
     Issuance of debt obligations                        950,000      187,687
     Exercise of common stock options                          -       40,662
NET CASH PROVIDED BY FINANCING ACTIVITIES                (96,539)        (494)

DECREASE IN CASH AND CASH EQUIVALENTS                 (1,230,900)    (668,218)

Cash and cash equivalents at beginning of year         1,230,900    4,070,369

Cash and cash equivalents at end of period          $          -  $ 3,402,151

See notes to financial statements.

                            CONCEPTS DIRECT, INC.
                        Notes to Financial Statements
                                (Unaudited)


1.    Accounting Policies

The unaudited interim financial statements have been prepared by the Company
in accordance with generally accepted accounting principles for interim
financial reporting and the regulations of the Securities and Exchange
Commission in regard to quarterly reporting.  Accordingly, they do not
include all information and footnotes required by generally accepted
accounting principles for complete financial statements.  In the opinion of
the Company, the statements include all adjustments, consisting only of
normal recurring adjustments, which are necessary for a fair presentation of
the financial position, results of operations and cash flows for the interim
periods.  Operating results for the three month period ended March 31, 2000
are not necessarily indicative of the results that may be expected for the
year ending December 31, 2000.  Seasonal fluctuations in sales of the
Company's products result primarily from the purchasing patterns of the
individual consumer during the Christmas holiday season.  These patterns
tend to moderately concentrate sales in the latter half of the year,
particularly in the fourth quarter.  For further information refer to the
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 1999.


2.   Segment Disclosure

Pertinent financial data by operating segment for the three months ended
March 31, are as follows (in thousands):

                       Concepts Direct  iConcepts  BOTWEB  Eliminations  Total
2000
Net Sales to
 Third Parties         $  12,700      $    43   $    63    $    -    $  12,806
Net Sales to
 Related Parties              15(1)       502(2)     28(3)   (545)           -
   Total Net Sales        12,715          545        91      (545)      12,806

Cost of product and
 delivery from
  Third Parties            7,134          657       428         -        8,219
Cost of product and
 delivery from
  Related Parties            273           11       212      (496)           -
                           7,407          668       640      (496)       8,219

Selling, general and
 administrative from
  Third Parties            4,632          506     1,132         -        6,270
Selling, general and
 administrative from
  Related Parties             21           11        17       (49)           -
                           4,653          517     1,149       (49)       6,270

Total Expenses            12,060        1,185     1,789      (545)      14,489

Operating income (loss)      655         (640)   (1,698)        -       (1,683)

Other expense                (68)          (4)        -         -          (72)

Income (loss) before
 income taxes          $     587      $  (644)  $(1,698)   $    -    $  (1,755)

Identifiable assets    $  21,269     $  3,700   $   645    $    -    $  25,614


1999

Net Sales to
 Third Parties         $  12,546      $     -   $     -    $    -    $  12,546
Net Sales to
 Related Parties               -(1)       206(2)      -(3)   (206)           -
   Total Net Sales        12,546          206         -      (206)      12,546

Cost of product and
 delivery from
  Third Parties            7,888          110         2         -        8,000
Cost of product and
 delivery from
  Related Parties            109            -         -      (109)           -
                           7,997          110         2      (109)       8,000
Selling, general and
 administrative from
  Third Parties            4,675          469         6         -        5,150

Selling, general and
 administrative from
  Related Parties             97            -         -       (97)           -
                           4,772          469         6       (97)       5,150

Total Expenses            12,769          579         8      (206)      13,150

Operating loss              (223)        (373)       (8)        -         (604)

Other expense                (70)           -         -         -          (70)

Loss before
 income taxes          $    (293)     $  (373)  $    (8)   $    -    $    (674)

Identifiable assets    $  27,516      $ 2,204   $     3    $    -    $  29,723

(1) Represents intercompany product sales, inventory ordering and storage
fees and product fulfillment charges
(2) Represents Internet site development, production and maintenance charges
(3) Represents BOTWEB directory advertising charges


Management's Discussion and Analysis of Financial Condition and Results of
Operations

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

General

During the first quarter of 2000, the Consolidated Company remained in the
process of transition from a catalog company selling personalized paper
products and gift and merchandise items to three companies, including one
company housing Internet site hosting and development capabilities and one
company developing its own Internet portal.

During early 1999, we focused on growing our four catalog titles rapidly to
a level at which each could become self-sustaining.  This strategy required
significant levels of prospecting. During the second half of 1999 and the
first quarter of 2000, we concentrated on making these four catalog titles,
plus a fifth title acquired during 1999, into catalogs generating positive
contributions to Concept Directs' profitability.   We consider a catalog
title's contribution to be revenue from the catalog minus advertising
expenses and certain product, delivery and catalog related general and
administrative expenses which management believes would be eliminated if the
catalog title were discontinued.

Also, throughout 1999 and the first quarter of 2000, we engaged in
significant development costs with respect to Internet initiatives.
Additional employees, equipment and services were added to accommodate these
several  new initiatives. In early 2000, we moved certain of our Internet
assets and activities to two subsidiary corporations to provide the best
opportunity for investors to understand our Internet strategy and benefit
from assets that have been created to support our Internet initiatives.  One
subsidiary, iConcepts, Inc., will provide technology support to Concepts
Direct, Inc., BOTWEB, Inc. and, at an appropriate time, third parties. Other
services and development directions of iConcepts, Inc. are planned to
include Internet site hosting and development, online order processing,
database management and the establishment of new Internet retailing brands.
The other subsidiary, BOTWEB, Inc., will operate the Internet portal,
BOTWEB.com, with a plan to focus on developing superior portal features and
services and building significant traffic to the site.  Concepts Direct,
Inc. will focus on obtaining profitable results for the catalog business and
the related Internet sites associated with the catalog titles.

Business Segments

We manage our operations in a manner that requires disclosures of three
business segments - the Concepts Direct segment ("Concepts Direct"), the
iConcepts segment ("iConcepts") and the BOTWEB segment ("BOTWEB"). Concepts
Direct includes our catalog business including the five catalog titles as
well as the Internet sites associated with those catalog titles. iConcepts
includes the non-catalog Internet retailing sites, site hosting operations,
site development operations and database management operations. BOTWEB
includes the BOTWEB.com Internet portal and its related operations. When we
use the term "the Consolidated Company" we refer to all of the segments
combined.

Net Sales

Consolidated.

Net sales increased $0.3 million, or 2%, to $12.8 million for the first
quarter of 2000 from $12.5 million during the same period in 1999.

By Segment.

All of the net sales in 1999 and substantially all of the net sales in 2000
occurred in the Concepts Direct segment.  Net sales of Concepts Direct in
the first quarter of 2000 included $132,000 of sales from the two Internet
retailing sites developed and maintained for Concepts Direct by iConcepts.

iConcepts operated four retail sites during the first quarter of 2000, which
collectively realized net sales of $43,000.  Intercompany sales to Concepts
Direct and BOTWEB of $502,000 during the first quarter of 2000 related to
the development and maintenance of various web sites and related operating
software.

BOTWEB recognized $63,000 of net sales from outside third parties and
$28,000 from Concepts Direct and iConcepts in the first quarter of 2000 for
space advertising in the published BOTWEB directory.

Cost of Product and Delivery and Gross Profit

Consolidated.

Cost of product and delivery as a percentage of sales was 64% in the first
quarter of 2000, unchanged from the first quarter of 1999.  Gross profit
remained relatively stable at $4.6 million in the first quarter of 2000
compared to $4.5 million in the same period of 1999. Gross profit as a
percentage of net sales was 36% in the first quarter of 2000, unchanged from
the first quarter of 1999.

By Segment.

Concepts Direct's gross margin increased to 42% in the first quarter of 2000
from 36% in the same period of 1999.  This increase arose because of the
increased sale of high margin paper products in 2000 compared to the same
period in 1999.  In the first quarter of 2000, sales of paper products
accounted for 45% of product sales compared to 38% in the first quarter of
1999.  Also, in the first quarter of 1999, approximately 3% of the total
Concepts Direct cost of product and delivery was attributable to provisions
for losses in inventory values, compared to 0% in the same period of 2000.

iConcepts' product and delivery costs of  $668,000 in the first quarter of
2000 and $110,000 in the same period of 1999  included certain hardware,
software, labor and other expenses directed at providing technological
support to Concepts Direct and BOTWEB and developing Internet business
opportunities.  The cost increase during 2000 occurred due to the commitment
of additional resources, particularly employees and contract laborers, to
the support of this new business.

BOTWEB's product and delivery costs were approximately $640,000 in the first
quarter of 2000, compared to $2,000 in the same period of 1999.  Such costs
were directed at the BOTWEB.com site, and included programming and site
review expenses.  The cost increase in 2000 occurred primarily because of
increased staffing.

Selling, General and Administrative Expense

Consolidated.

Selling, general and administrative expenses increased by $1.1 million, or
22%, to $6.3 million in the first quarter of 2000 from $5.2 million in the
same period of 1999.  Selling, general and administrative costs as a
percentage of sales were 49% in the first quarter of 2000 compared to 41% in
the same period in 1999.  The increase in 2000 occurred primarily because of
the expenditure of approximately $1.0 million for advertising BOTWEB.com.

By Segment.

Concepts Direct selling, general and administrative expenses represented 37%
of net sales in the first quarter of 2000 and 38% in the first quarter of
1999.  The decrease is primarily attributable to a reduction in prospect
marketing in the first quarter of 2000 compared to the same period in 1999.
Prospect marketing generally has significantly higher advertising costs as a
percentage of sales than marketing to existing customers.

iConcepts selling, general and administrative expenses were $517,000 in the
first quarter of 2000, compared to $469,000 for the same period in 1999. The
primary component of these costs is salaries incurred to support
administrative and marketing efforts.

BOTWEB selling, general and administrative expenses were $1,149,000 in the
first quarter of 2000, compared to $6,000 in the same period of 1999.
Approximately $1.0 million in advertising costs were incurred in the first
quarter of 2000 to determine consumer reaction to BOTWEB banner
advertisements and to the printed BOTWEB directory.

Other income (expense)

Consolidated.

Other income (expense), consisting primarily of interest expense, interest
income and vendor payment discounts, was an expense of $72,000 for the first
quarter of 2000 and $70,000 in the same period of 1999.

By Segment.

iConcepts incurred $4,000 of interest expense. The remaining other income
(expense) is attributable to Concepts Direct

Income taxes

The Consolidated Company had no provision for income taxes in the first
quarter of 2000 and an income tax benefit of $229,000 in 1999.  Management
anticipates the income tax rate in 2000 will be approximately 0%,
principally because of anticipated losses in iConcepts and BOTWEB, which
will increase the net operating loss carryforward available but not expected
to be utilized in the near term.  Accordingly, the related deferred income
tax asset is fully reserved.

Outlook

During the remainder of 2000, Concepts Direct will continue to operate its
catalog business and the Internet sites associated with its catalogs focused
on providing strong profitability with modest growth in sales.  A major
objective will be to produce improved catalog contribution and performance
and continue certain controls such as prospecting loss limits on the quality
of catalog performance.  This may restrict the development of new catalogs
until earnings are consistent at levels management believes are appropriate
to support development costs. During 2000, Concepts Direct does plan to
extend its microniche marketing program and to test narrowly niched catalogs
under its existing brands.

iConcepts will focus on enhancing its database management and Internet site
hosting and development capabilities and improving its existing Internet
retailing sites.  iConcepts' main emphasis for 2000 will be to provide
technology, support and site development services to Concepts Direct and
BOTWEB.  Management's intention is for iConcepts to increase the depth of
product line and increase marketing activities for its existing Internet
retailing sites and develop other Internet retailing sites and businesses.
Management anticipates financial losses from iConcepts' operation during
2000 as expenses are incurred to enhance and develop its capabilities
without significant revenue streams adequate to cover those expenses.

BOTWEB will continue development of the Internet portal, BOTWEB.com.
Development efforts will focus on enhancing site features, adding new
features, expanding the site database and building traffic.  Significant
levels of various types of marketing activity may be required to build
traffic to make BOTWEB.com competitive with other portal sites.  Management
anticipates financial losses from BOTWEB's operations for the remainder of
2000 and until significant traffic is built for the site, since no
significant revenue stream is anticipated to cover the portal development
costs in the remainder of 2000.

Management anticipates losses for the Consolidated Company in 2000,
primarily because anticipated losses of iConcepts and BOTWEB are expected to
be significantly larger than anticipated profits of Concepts Direct.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents decreased by $1,231,000 in the first quarter of
2000 and decreased by $668,000 in the same period of 1999.  Activity in
several significant areas had the greatest impact on cash and cash
equivalents as described below.

Significant operating activities that affected cash and cash equivalents in
the first quarters of 2000 and 1999 included:

Net losses of the Consolidated Company of $1,755,000 and $445,000 negatively
affected cash and cash equivalents in the first quarters of 2000 and 1999,
respectively.

The provision for losses in inventory values of $353,000 in 1999 was a
non-cash expense that reduced the negative effect on cash and cash
equivalents caused by the net loss in the first quarter of 1999.  The
significant provision for losses in inventory values recorded in the first
quarter of 1999 did not recur in the first quarter of 2000 and is not
anticipated to recur at the levels incurred during the balance of 2000. The
reduction of this expense item is attributable primarily to a change in the
fourth quarter 1999 of the Consolidated Company's estimates concerning
appropriate reserves to state inventory values at the lower of cost or
market.  During the fourth quarter of 1999 the Consolidated Company recorded
an increase to the inventory obsolescence reserve of approximately $2.2
million.

Recorded depreciation and amortization of $483,000 and $259,000 in the first
quarter of 2000 and 1999, respectively, were non-cash expenses that reduced
the negative effect on cash and cash equivalents caused by the net losses in
the first quarters of 2000 and 1999.

Deferred advertising costs increased by $689,000 in the first quarter of
2000 and decreased in the same period of 1999 by $1,366,000.  These
fluctuations primarily related to the timing of distribution of Concepts
Direct's catalogs.

Inventories increased $433,000 in the first quarter of 2000 and decreased by
$445,000 in the first quarter of 1999.  The 2000 increase primarily related
to the timing of purchases of additional paper product inventory.  The 1999
decrease related to the timing of purchases of both paper and gift and
decorative merchandise.

Accounts payable increased by $1,097,000 in the same period of 2000 and
decreased by $1,984,000 in the first quarter of 1999. The increase in 2000
primarily related to BOTWEB advertising expenditures in the first quarter of
2000. The 1999 decrease primarily related to the payment in the first
quarter of 1999 of advertising and inventory costs incurred in the fourth
quarter of 1998.

Significant items of investment of cash during the periods included capital
expenditures of $274,000 and $677,000 in the first quarters of 2000 and
1999, respectively.  The capital expenditures related primarily to purchases
and development of software and the acquisition of assets relative to
development of e-commerce infrastructure and Internet sites.

Significant items of financing included borrowings of $950,000 against the
Consolidated Company's revolving line of credit in the first quarter of 2000
and repayments of $750,000 against such borrowings during the same period.
Payments of $297,000 and $229,000 were made against other credit facilities
in the first quarters of 2000 and 1999, respectively.

The Consolidated Company had $0 of cash and cash equivalents at March 31,
2000. Management believes that results of operations, continued operational
planning and existing lines of credit will produce funds necessary to meet
the operating capital requirements of Concepts Direct for the current year.
However, Concepts Direct also has certain loan arrangements and commitments
to provide operating funds to iConcepts and BOTWEB, and these commitments
may negatively impact business plans.

iConcepts and BOTWEB plans, in connection with development and enhancement
of their Internet sites, development of Internet site hosting capabilities
and implementing marketing plans and adding enhancements to BOTWEB.com
during 2000 are extensive and require significant cash.  Currently, it is
anticipated that this cash is available from Concepts Direct's cash, cash
from operations and lines of credit. However, management's growth plans for
both iConcepts and BOTWEB have been limited by the need to conform to
anticipated available funding. Substantial additional capital is needed for
iConcepts and BOTWEB to fully implement their plans.  Management plans to
finance its working capital and capital expenditure needs through a
combination of existing cash, funds from operations, existing bank line of
credit and by securing additional capital resources through the issuance of
debt or equity securities.

There can be no assurance that the Consolidated Company will be able to
negotiate an extension of the bank revolving line of credit, secure
additional capital to meet their needs or secure such capital on terms
favorable to the Consolidated Company.   As of March 31, 2000, the
Consolidated Company is not in compliance with certain debt covenants
associated with the revolving line of credit and the majority of the
Consolidated Company's other debt financing. The revolving line of credit
expired on May 1, 2000 and was renewed by the Bank for only ninety days.  A
failure to extend the bank line of credit beyond August 1, 2000, foreclosure
on the Consolidated Company's other debt financing or failure to obtain
additional capital may be detrimental to the Consolidated Company and
especially to iConcepts and BOTWEB, and may cause iConcepts and BOTWEB to
reduce or eliminate their growth and development initiatives. A failure to
extend the bank line of credit, foreclosure on the Consolidated Company's
other debt financing or failure obtain additional capital may also cause
liquidity concerns for the Consolidated Company.

FORWARD-LOOKING STATEMENTS

The provisions of the Private Securities Litigation Reform Act of 1995 (the
"Act") provide companies with a "safe harbor" when making forward-looking
statements.  This "safe harbor" encourages companies to provide prospective
information about their companies without fear of litigation.  Statements
that are not historical facts, including statements about management's
expectations, beliefs, plans and objectives for fiscal year 2000 and beyond
are forward looking statements (as such term is defined in the Act) and
involve various risks and uncertainties, including the risks associated with
starting new businesses.  Factors that could cause the Consolidated
Company's actual results to differ materially from management's projections,
forecasts, estimates and expectations include, but are not limited to, the
following:

changes in postal rates or the cost of paper;

changes in the general economic conditions of the United States leading to
increased competitive activity and changes in consumer spending generally or
specifically with reference to the types of merchandise that Concepts Direct
offers in its catalogs;

changes in Concepts Direct's merchandise product mix or changes in Concepts
Direct's customer response to advertising offers;

competitive factors including name recognition, the relative newness to the
mail-order catalog business of several of Concepts Direct's catalogs and the
Consolidated Company's limited e-commerce operating history;

lack of availability/access to capital or sources of supply for appropriate
inventory;

lack of availability/access to capital to fund the growth plans for the
Consolidated Company's Internet initiatives;

lack of effective performance of third party suppliers with respect to
production and distribution of catalogs;

state tax issues relating to the taxation of out of state mail-order
companies and out of state Internet companies with neither sales
representatives nor outlets in a particular state seeking to impose sales
and similar taxes; 12

inability to hire and retain sufficient numbers of qualified software
developers to develop required software products and Internet sites;

inability to hire sufficient numbers of employees to maintain acceptable
levels of customer satisfaction with catalog order fulfillment services;

lack of effective performance of customer service and the Concept Direct's
order fulfillment systems;

lack of effective performance of the iConcept's e-commerce infrastructure,
retailing sites and the BOTWEB search engine;

inability to increase the level of traffic on BOTWEB.com and the amount of
purchases on the Consolidated Company's e-commerce sites;

inability to effectively advertise the Consolidated Company's Internet
sites; and

changes in strategy and timing related to testing and rollout of new
catalogs and those catalogs still in the test stage of development.



PART II.  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders.

(a) The annual meeting of the Company's shareholders was held on May 2,
2000.

(b) At such annual meeting, the stockholders of the Company elected Virginia
B. Bayless, Robert L. Burrus, Jr., Michael T. Buoncristiano, Stephen R.
Polk, Phillip D. White, Phillip A. Wiland and J. Michael Wolfe as directors
for one-year terms.  The elections were approved by the following votes:

         Directors                           For               Withheld

        Virginia B. Bayless               4,340,775              420
        Robert L. Burrus, Jr.             4,340,775              420
        Michael T. Buoncristiano          4,340,775              420
        Stephen R. Polk                   4,340,775              420
        Phillip D. White                  4,340,775              420
        Phillip A. Wiland                 4,340,775              420
        J. Michael Wolfe                  4,340,775              420

(c) At such annual meeting, the stockholders of the Company ratified the
election of Ernst & Young LLP as the independent public accountants for the
Company for the fiscal year ended December 31, 2000.  The ratification of
Ernst & Young LLP was approved by the following votes:

For                        4,335,485
Against                        5,610
Abstain                          100
Broker Non-Votes                   0


Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits:

Documents filed as part of this report:

       Exhibit 27:  Financial Data Schedule

Registrant hereby agrees to furnish the Commission, upon request, with
instruments defining the rights of holders of long-term debt of the
registrant.

(b) Reports on Form 8-K

There were no reports on Form 8-K for the fiscal quarter ended March 31,
2000.

                                   SIGNATURES

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

                                                  CONCEPTS DIRECT, INC.
                                                        (registrant)

            Date:  May 15, 2000                By:  /s/ J. Michael Wolfe
                                                    J. Michael Wolfe
                                                    Chief Executive Officer

            Date:  May 15, 2000                By:  /s/ David H. Haddon
                                                    David H. Haddon
                                                    Chief Financial and
                                                    Accounting Officer