UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                 For the Fiscal Quarter Ended September 30, 1999

                                       or

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

             For the Transition period from _________ to _________.

                         Commission file number: 0-26620

                                   ACCOM, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                       94-3055907
 (State or other jurisdiction of                          (IRS Employer
 incorporation or organization)                      Identification Number)

                               1490 O'Brien Drive
                          Menlo Park, California 94025
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                 (650) 328-3818

         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 at least the past 90 days.

         Yes                                      No X
            ---                                     ---

As of November 2, 1999,  10,123,247  shares of the  Registrant's  common  stock,
$0.001 par value, were outstanding.


<PAGE>

<TABLE>
<CAPTION>
                                ACCOM, INC.

            FORM 10-Q For the Quarter Ended September 30, 1999

                                   INDEX

                                                                                               Page
<S>                                                                                             <C>
            Facing sheet                                                                        1
            Index                                                                               2
Part I.     Financial Information (unaudited)

Item 1.     a)    Condensed  consolidated interim balance sheets at September
                  30, 1999 and December 31, 1998                                                3
            b)    Condensed consolidated interim statements of operations for
                  the three and nine month periods ended September 30, 1999
                  and September 30, 1998                                                        4
            c)    Condensed consolidated interim statements of cash flows for
                  the  nine  month  periods  ended  September  30,  1999  and
                  September  30,  1998                                                          5
            d)    Notes   to   condensed   consolidated   interim   financial
                  statements                                                                    6
Item 2.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations                                                               8
Item 3      Quantitative and Qualitative Disclosures About Market Risks                         16
Part II.    Other Information                                                                   17
Item 1      Legal Proceedings                                                                   17
Item 2      Changes in Securities and Use of Proceeds                                           17
Item 3      Defaults Upon Senior Securities                                                     17
Item 4      Submission of Matters to a Vote of Security Holders                                 17
Item 5      Other Information                                                                   17
Item 6      Exhibits and Reports on Form 8-K                                                    17
            Signature                                                                           18
</TABLE>


                                        -2-
<PAGE>




PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
                                                    ACCOM, INC.
                                   CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
      <CAPTION>
                                                                                                 As of
                                                                                            ----------------
                                                                                      September 30,      December 31,
                                                                                           1999              1998
                                                                                           ----              ----
                                                                                        (Unaudited)         (Note)
<S>                                                                                     <C>              <C>
                                    Assets
Current assets:
     Cash and cash equivalents                                                          $    517         $   --
     Accounts receivable, net                                                              3,606            3,578
     Inventories                                                                           4,585            5,345
     Other current assets                                                                  1,176              535
                                                                                        --------         --------
         Total current assets                                                              9,884            9,458
Property and equipment, net                                                                2,364            3,299
Intangibles, net                                                                           2,838            3,247
Restricted cash                                                                             --              1,132
Other assets                                                                                  70               77
                                                                                        --------         --------
         Total assets                                                                   $ 15,156         $ 17,213
                                                                                        ========         ========

                     Liabilities and Stockholders' Equity
Current liabilities:
     Bank borrowings - line of credit                                                   $   --           $  3,916
     Current portion of notes payable                                                      1,315              900
     Accounts  payable                                                                     3,298            2,108
     Accrued liabilities                                                                   3,172            3,823
     Customer deposits                                                                     1,017            1,285
     Deferred revenue                                                                         13               87
                                                                                        --------         --------
         Total current liabilities                                                         8,815           12,119
Long-term loans and notes payable, less current portion                                    3,310            1,165
Stockholders' equity:
     Common stock, $0.001 par value; 40,000 shares authorized; 10,123 and 10,123
         shares issued and outstanding on
         September 30, 1999 and December 31, 1998, respectively                           24,197           24,197
     Notes receivable from stockholders                                                     (630)            (630)
     Accumulated deficit                                                                 (20,536)         (19,638)
                                                                                        --------         --------
         Total stockholders' equity                                                        3,031            3,929
                                                                                        --------         --------

         Total liabilities and stockholders' equity                                     $ 15,156         $ 17,213
                                                                                        ========         ========
<FN>
Note:    The condensed consolidated balance sheet at December 31, 1998, has been
         derived from the audited annual consolidated balance sheet at that date
         but does not include all of the information  and footnotes  required by
         generally accepted  accounting  principles for a complete  consolidated
         balance sheet.

         The  accompanying  notes  are  an  integral  part  of  these  condensed
         consolidated interim financial statements.
</FN>
</TABLE>


                                      -3-
<PAGE>

<TABLE>
<CAPTION>
                                                    ACCOM, INC.
                              CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
                                       (In thousands, except per share data)
                                                    (Unaudited)


                                                      Three Months Ended,              Nine Months Ended,
                                                         September 30,                    September 30,
                                                    ---------------------             ---------------------
                                                    1999             1998             1999             1998
                                                    ----             ----             ----             ----
<S>                                              <C>              <C>              <C>              <C>
Net sales                                        $  8,768         $  2,383         $ 26,654         $  8,484

Cost of sales                                       4,233            1,523           12,162            4,432
                                                 -----------------------------------------------------------

Gross profit                                        4,535              860           14,492            4,052
                                                 -----------------------------------------------------------

Operating expenses:
     Research and development                       1,959              903            5,740            2,511
     Marketing and sales                            2,465            1,210            6,904            3,753
     General and administrative                       783              273            2,430              920
                                                 -----------------------------------------------------------

Total operating expenses                            5,207            2,386           15,074            7,184
                                                 -----------------------------------------------------------

Operating loss                                       (672)          (1,526)            (582)          (3,132)

Interest and other income (expenses), net            (141)              46             (314)             127
                                                 -----------------------------------------------------------

Loss before provision for income taxes               (813)          (1,480)            (896)          (3,005)

Provision for income taxes                           --                 13                2               18
                                                 -----------------------------------------------------------

Net loss                                         $   (813)        $ (1,493)        $   (898)        $ (3,023)
                                                 ===========================================================

Net loss per share - basic and diluted           $  (0.08)        $  (0.22)        $  (0.09)        $  (0.45)
                                                 ===========================================================
Shares used in computation of net
      loss per share - basic and diluted           10,123            6,671           10,123            6,671
                                                 ===========================================================


<FN>
    The accompanying notes are an integral part of these condensed consolidated interim financial statements.
</FN>
</TABLE>


                                      -4-
<PAGE>

<TABLE>
                                                    ACCOM, INC.
                              CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
                                                  (In thousands)
                                                    (Unaudited)
<CAPTION>
                                                                                         Nine Months Ended
                                                                                           September 30,
                                                                                        -------------------
                                                                                        1999           1998
                                                                                        ----           ----
<S>                                                                                  <C>             <C>
                      Cash flows from operating activities:
Net loss                                                                             $  (898)        $(3,023)
Adjustments to reconcile net loss to net cash provided by (used in) operating
activities:
     Depreciation and amortization                                                     1,190             432
     Changes in operating assets and liabilities:
         Accounts receivable                                                             (28)          1,544
         Inventories                                                                     760            (238)
         Other current assets                                                           (641)            484
         Other assets                                                                      7            --
         Accounts payable                                                              1,190            (770)
         Accrued liabilities                                                            (651)           (515)
         Customer deposits                                                              (268)              1
         Deferred revenue                                                                (74)            (45)
                                                                                     -------         -------
           Net cash provided by (used in) operating activities                           587          (2,130)
                                                                                     -------         -------

                      Cash flows from investing activities:
Net purchases of property and equipment                                                 (416)           (278)
Proceeds from disposal/reclassification of property and equipment                        570            --
                                                                                     -------         -------
           Net cash provided by (used in) investing activities                           154            (278)

                      Cash flows from financing activities:
Repayment of line of credit                                                           (3,916)           --
Repayment of notes payable                                                              (750)            (10)
Proceeds from long-term notes                                                          3,310            --
Issuance of common stock                                                                --                13
Purchase of common stock                                                                --                (4)
Restricted cash                                                                        1,132            --
                                                                                     -------         -------
           Net cash used in financing activities                                        (224)             (1)
                                                                                     -------         -------

Net increase (decrease) in cash and cash equivalents                                     517          (2,409)
Cash and cash equivalents at beginning of period                                        --             5,640
                                                                                     -------         -------
           Cash and cash equivalents at end of period                                $   517         $ 3,231
                                                                                     =======         =======


<FN>
     The accompanying notes are an integral part of these condensed consolidated interim financial statements.
</FN>
</TABLE>


                                      -5-
<PAGE>

          NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.  Basis of Preparation

         The condensed  consolidated  interim  balance sheet as of September 30,
1999, the condensed  consolidated interim statements of operations for the three
and nine month  periods  ended  September  30, 1999 and 1998,  and the condensed
consolidated  interim  statements of cash flows for the nine month periods ended
September 30, 1999 and 1998 have been prepared by the Company and are unaudited.
In the opinion of management,  all adjustments  (consisting of normal  accruals)
necessary to present fairly the financial  position as of September 30, 1999 and
the results of  operations  and cash flows for all periods  presented  have been
made.

         Certain  information  and  footnote  disclosures  normally  included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have been  condensed  or  omitted  pursuant  to the  Securities  and
Exchange Commission's rules and regulations.

         These condensed  consolidated  interim  financial  statements should be
reviewed  in  conjunction  with  the  audited   consolidated   annual  financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-K for the three months ended December 31, 1998. The results of operations for
the three and nine month periods ended  September 30, 1999, are not  necessarily
indicative of the operating results for any future period.

Note 2.  Comprehensive Loss

         Comprehensive  loss is equal to net loss for the three  and nine  month
periods ended September 30, 1999 and 1998.

Note 3.  Inventories

         Inventories consist of the following (in thousands):

                                               September 30,  December 31,
                                                   1999          1998
                                                  ------        ------

Purchased parts and materials                     $1,135        $2,399
Work-in-process                                    1,451           394
Finished goods                                       284           151
Demonstration inventory                            1,715         2,401
                                                  ------        ------
                                                  $4,585        $5,345
                                                  ======        ======


Note 4.  Debt

         The  Company  has a  revolving  line of credit  ("line")  with  LaSalle
Business Credit, Inc. ("LBC"). The line of credit was originally  established in
December,  1998.  The line  provides  for  borrowings  subject  to the  level of
eligible accounts receivable and inventories.  In July, 1999, certain aspects of
the line were modified in an amendment to the agreement  between the Company and
LBC.  Among the  changes  were a  reduction  in the amount of the line from $7.5
million to $4.0 million,  a reduction in the borrowing  base, an increase in the
interest rate by 50 basis points,  and changes in certain  financial  covenants.
Additionally, in November, 1999, certain aspects of the line were modified in an
amendment to the agreement between the Company and LBC. Among the changes were a
reduction  in the  amount of the line from $4.0  million  to $2.0  million,  the
elimination  of  inventory  as part of the  borrowing  base,  an


                                      -6-
<PAGE>

increase in the interest rate by 200 basis points,  and the granting of a waiver
of default for non-compliance with certain financial covenants. In addition, LBC
and the Company agreed to  discontinue  the agreement by January 31, 2000. As of
September 30, 1999, the Company had availability of $3.7 million under the line,
and there were no borrowings outstanding under the line.

         Indebtedness  under the line of credit accrues  interest at LBC's prime
rate plus 375 basis points. The revolving loans are secured by all assets of the
Company.

         Borrowings  under  the line are  subject  to  compliance  with  certain
financial covenants. As of September 30, 1999, the Company was not in compliance
with  certain  financial  covenants.  In  connection  with the  November,  1999,
amendment to the agreement  between the Company and LBC, LBC granted a waiver to
the Company for non-compliance with the financial covenants.

         On March 12, 1999,  the Company  completed a private  placement of $3.5
million in senior subordinated  convertible notes with a group of investors. The
notes  have a coupon  rate of 6% per  year,  mature  in the year  2004,  and are
convertible,  at any time, into shares of Accom common stock at a price of $1.30
per  share.  The  proceeds  from  these  notes  were  used  to pay  the  balance
outstanding on the LBC line of credit at the time the proceeds were received.

         In conjunction with the sale of convertible  notes, the Company and the
investors  entered into an  Investors  Rights  Agreement.  The  Investors  Right
Agreement grants the investors,  among other things, certain rights with respect
to the common stock of the Company issuable upon conversion of the notes.

         The  Company has two  subordinated  promissory  notes of  $750,000  and
$1,315,000  issued to Scitex  Digital  Video as  partial  consideration  for the
purchase of certain  assets and  liabilities  and the business of Scitex Digital
Video in December,  1998. The first note is due in April, 2000.  Principal is to
be paid together with interest in arrears on the unpaid  principal  balance at a
variable  rate equal to the Merrill  Lynch Money  Market  Rate.  The second note
consists of $900,000 due in 1999 and  $415,000  due in 2000.  Payments are to be
made on a quarterly  basis  starting on March 31, 1999.  Principal is to be paid
together with interest in arrears on the unpaid  principal  balance at an annual
rate of 10%,  increasing  by 100 basis  points at the  beginning of every fiscal
quarter, starting July 1, 1999.

Note 5.  Segment Information

         Management  has organized  the business  into four market  sub-segments
under one industry  segment which includes  activities  relating to development,
manufacturing  and marketing of digital  video  equipment.  The chief  operating
decision maker relies primarily on revenue to assess market segment performance.
The following table presents revenue by market (in thousands):

                      For the Three Months Ended   For the Nine Months Ended
                             September 30,                 September 30,
                      --------------------------   -------------------------
         Market          1999           1998           1999           1998
         ------        -------        -------        -------        -------

Production             $   933        $   918        $ 2,902        $ 4,161
Post Production          3,589          1,026         13,233          2,553
Distribution             2,897            250          7,100          1,217
Other                    1,349            189          3,419            553
                       -------        -------        -------        -------
                       $ 8,768        $ 2,383        $26,654        $ 8,484
                       =======        =======        =======        =======

Substantially all of the Company's assets are in the United States. All sales to
external customers are accepted and approved in the United States.


                                      -7-
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         The  following  Management's   Discussion  and  Analysis  of  Financial
Condition  and  Results of  Operations  should be read in  conjunction  with the
Company's  Consolidated  Financial  Statements  as  of  December  31,  1998  and
September 30, 1998 and 1997 and for the  three-month  periods ended December 31,
1998 and 1997 and the  twelve-month  periods ended September 30, 1998, 1997, and
1996,  included in its Transition  Report on Form 10-K for the Transition Period
from October 1, 1998 to December 31, 1998.

         Additionally,  the following  Management's  Discussion  and Analysis of
Financial Condition and Results of Operations  contains certain  forward-looking
statements.  The  Company  desires  to  take  advantage  of  the  "safe  harbor"
provisions   of  the  Private   Securities   Litigation   Reform  Act  of  1995.
Specifically,  the Company wishes to alert readers that the factors set forth in
the  Company's  Transition  Report on Form 10-K for the  Transition  Period from
October 1, 1998 to  December  31,  1998,  under the  sections in Item 1 entitled
"Manufacturing and Suppliers," "Competition,"  "Proprietary Rights and Licenses"
and  "Additional  Factors  That May  Affect  Future  Results,"  as well as other
factors,  could affect future  results and have  affected the  Company's  actual
results in the past and could cause the  Company's  results for future  years or
quarters  to differ  materially  from  those  expressed  in any  forward-looking
statements made by or on behalf of the Company,  including  without  limitation,
those  contained  in  this  10-Q  report.   Forward-looking  statements  can  be
identified  by   forward-looking   words  such  as  "may,"   "will,"   "expect,"
"anticipate," "believe," "estimate," and "continue" or similar words.

Overview
         Accom  designs,  manufactures,  sells,  and supports a complete line of
digital video signal processing,  editing,  and disk recording,  and virtual set
tools,  primarily  for  the  worldwide,   professional  video  production,  post
production   and  live   broadcasting,   and  computer   video   production  and
post-production,  marketplaces. The Company's systems are designed to be used by
video  professionals  to create,  edit and broadcast  high quality video content
such as television shows, commercials, news, music videos and video games.
<TABLE>
         The following table  summarizes the Company's  products and the primary
marketplaces they address:
<CAPTION>
  ------------------------------------------------------------------------------------------------------------------
                     MARKETS / Product                               Primary Applications
  ------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>
  PRODUCTION:
  ------------------------------------------------------------------------------------------------------------------
    Virtual Set Production Tools
  ------------------------------------------------------------------------------------------------------------------
       ELSET(R) Virtual Set                                   Virtual sets for high-end video content creation
                                                              Production in real time
  ------------------------------------------------------------------------------------------------------------------
    Computer Graphics and Animation Digital Disk Recorders
  ------------------------------------------------------------------------------------------------------------------
       WSD(R)/2Xtreme                                         Desktop computer graphics and animation production
  ------------------------------------------------------------------------------------------------------------------
  POST PRODUCTION:
  ------------------------------------------------------------------------------------------------------------------
    Digital Signal Processors
  ------------------------------------------------------------------------------------------------------------------
       8150 Digital Switcher                                  Digital switcher for on-line post production editing
                                                              for commercials and long form television programs
  ------------------------------------------------------------------------------------------------------------------
    Digital Editors
  ------------------------------------------------------------------------------------------------------------------
       Axial(R) 3000                                          Edit controller for on-line post production editing
                                                              for commercials and long form television programs
       Sphere family of products                              Integrated non-linear editing workstation for long and
                                                              short form programs and commercials
  ------------------------------------------------------------------------------------------------------------------
    Video Digital Disk Recorders
  ------------------------------------------------------------------------------------------------------------------
       APR(TM)/Attache                                        On-line post production editing and effects and on-air
                                                              playback of graphics for broadcast
  ------------------------------------------------------------------------------------------------------------------
  DISTRIBUTION:
  ------------------------------------------------------------------------------------------------------------------
    Digital Signal Processors
  ------------------------------------------------------------------------------------------------------------------
       Dveous(TM) and Brutus                                  Digital Video Effects systems for news and sports
  ------------------------------------------------------------------------------------------------------------------
   Digital News Graphics and Clip Servers
  ------------------------------------------------------------------------------------------------------------------
       Axess(TM)                                              Creation and broadcast distribution of news graphics
                                                              and short video segments
  ------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      -8-
<PAGE>

         The Company's  revenues are currently  derived  primarily  from product
sales.  The Company  generally  recognizes  revenue  upon product  shipment.  If
significant  obligations exist at the time of shipment,  revenue  recognition is
deferred until such obligations are met.

         The Company's gross margin has historically  fluctuated from quarter to
quarter.  Gross  margins  are  dependent  on the mix of higher and  lower-priced
products  having  various gross margin  percentages  and the percentage of sales
made through direct and indirect distribution channels.

Results of Operations

Three Months Ended September 30, 1999 and September 30, 1998
<TABLE>
         The  following  table  presents the  Company's  Condensed  Consolidated
Interim  Statements of Operations for the three months ended  September 30, 1999
and 1998 as reported (dollar amounts in thousands):
<CAPTION>
                                                     Three Months Ended
                                                        September 30,               Increase (Decrease)
                                                        -------------             -------------------------
                                                    1999            1998           Amount         Percent
                                                  -------         -------         -------         ---------
<S>                                               <C>             <C>             <C>                <C>
Net sales                                         $ 8,768         $ 2,383         $ 6,385             267.9%
Cost of sales                                       4,233           1,523           2,710             177.9%
                                                  ---------------------------------------------------------
Gross profit                                        4,535             860           3,675             427.3%
Operating expenses:
  Research and development                          1,959             903           1,056             116.9%
  Marketing and sales                               2,465           1,210           1,255             103.7%
  General and administrative                          783             273             510             186.8%
                                                  ---------------------------------------------------------
     Total operating expenses                       5,207           2,386           2,821             118.2%
                                                  ---------------------------------------------------------
Operating loss                                       (672)         (1,526)            854              56.0%
Interest and other income (expenses),  net           (141)             46            (187)           (445.2%)
                                                  ---------------------------------------------------------
Loss before provision for income taxes               (813)         (1,480)            667              45.1%
Provision for income taxes                           --                13             (13)           (100.0%)
                                                  =========================================================
Net loss                                          $  (813)        $(1,493)            680              45.5%
                                                  =========================================================

<FN>
         The  following  table  presents the  Company's  Condensed  Consolidated
Interim  Statements of Operations for the three months ended  September 30, 1999
and 1998, as a percentage of net sales, as reported:
</FN>
</TABLE>

                                                 Three Months Ended    Increase
                                                    September 30,     (Decrease)
                                                    -------------     ----------
                                                   1999       1998
                                                --------    -------
Net sales                                          100.0 %    100.0 %       -- %
Cost of sales                                       48.3 %     63.9 %    (15.6)%
                                                --------------------------------
Gross margin                                        51.7 %     36.1 %     15.6 %
Operating expenses:
     Research and development                       22.4 %     37.9 %    (15.5)%
     Marketing and sales                            28.1 %     50.8 %    (22.7)%
     General and administrative                      8.9 %     11.4 %     (2.5)%
                                                --------------------------------
        Total operating expenses                    59.4 %    100.1 %    (40.7)%
                                                --------------------------------
Operating loss                                      (7.7)%    (64.0)%     56.3 %
Interest and other income (expenses),  net          (1.6)%      1.9 %     (3.5)%
                                                --------------------------------
Loss before provision for income taxes              (9.3)%    (62.1)%     52.8 %
Provision for income taxes                            --        0.5 %     (0.5)%
                                                --------------------------------
Net loss                                            (9.3)%    (62.6)%     53.3 %
                                                ================================

         Net sales.  The  increase in net sales  during the three  months  ended
September 30, 1999, from levels for the same period in 1998 was primarily due to
increased sales in the post production and


                                      -9-
<PAGE>

distribution  marketplaces as well as increased  customer service revenues.  The
increased  sales resulted  largely from sales from product lines acquired in the
Scitex Digital Video acquisition. International sales for the three months ended
September  30,  1999  and  1998,  represented  33.5%  and  37.0%  of net  sales,
respectively.

         The  following  table  presents net sales  dollar  volume for the three
months ended  September 30, 1999 and 1998, by market and related  percentages of
total net sales (dollar amounts in thousands):

                                           Three Months Ended
                                              September 30,
                                              -------------
                                     1999                        1998
                                     ----                        ----
       Marketplace          Amount         Percent       Amount         Percent
       -----------          ------         -------       ------         -------

Production                  $  933            10.7%      $  918            38.5%
Post Production              3,589            40.9%       1,026            43.1%
Distribution                 2,897            33.0%         250            10.5%
Other                        1,349            15.4%         189             7.9%
                           -----------------------       ----------------------
                            $8,768           100.0%      $2,383           100.0%
                           =======================       ======================

         Cost of sales.  Cost of sales, as a percentage of sales,  decreased for
the three months  ended  September  30,  1999,  from levels for the three months
ended  September 30, 1998,  as a result of increased  overall sales and a higher
proportion of higher-margin, customer service sales.

         Research and  development.  Research and  development  expenses for the
three months ended September 30, 1999, increased over levels for the same period
in 1998 primarily due to increases in headcount and related  overhead  expenses,
consultant  expenses,  and  materials and services  related to specific  project
development. The increase in headcount was primarily a result of the acquisition
of the Scitex Digital Video assets and business in December, 1998.

         Marketing and sales.  Marketing and sales expenses for the three months
ended  September  30,  1999  increased  over levels for the three  months  ended
September 30, 1998, primarily due to increases in headcount and related overhead
expenses,  sales  commission  expenses  and travel  expenses.  The  increase  in
headcount was primarily a result of the  acquisition of the Scitex Digital Video
assets and business in December, 1998.

         General and administrative.  The increase in general and administrative
expenses for the three months ended  September 30, 1999 from levels for the same
period in 1998 was  primarily due to increases in  headcount,  related  overhead
expenses and  amortization  of intangibles  which were primarily a result of the
acquisition of the Scitex Digital Video assets and business in December, 1998.

         Interest and other income, net. Interest and other income, net, for the
three  months ended  September  30,  1999,  decreased  over levels for the three
months  ended   September  30,  1998,  due  to  a  decrease  in  the  levels  of
interest-paying investments as well as an increase in debt taken on, in part, to
fund the  acquisition  of the  Scitex  Digital  Video  assets  and  business  in
December, 1998.


                                      -10-
<PAGE>




Results of Operations

Nine Months Ended September  30, 1999 and September  30, 1998
<TABLE>
         The  following  table  presents the  Company's  Condensed  Consolidated
Interim  Statements of Operations  for the nine months ended  September 30, 1999
and 1998 as reported (dollar amounts in thousands):
<CAPTION>
                                              Nine Months Ended
                                               September 30,        Increase (Decrease)
                                               -------------        -------------------
                                                1999        1998      Amount    Percent
                                            --------    --------    --------    -------
<S>                                         <C>         <C>         <C>           <C>
Net sales                                   $ 26,654    $  8,484    $ 18,170      214.2%
Cost of sales                                 12,162       4,432       7,730      174.4%
                                            --------    --------    --------    -------
Gross profit                                  14,492       4,052      10,440      257.7%
Operating expenses:
  Research and development                     5,740       2,511       3,229      128.6%
  Marketing and sales                          6,904       3,753       3,151       84.0%
  General and administrative                   2,430         920       1,510      164.1%
                                            --------    --------    --------    -------
     Total operating expenses                 15,074       7,184       7,890      109.8%
                                            --------    --------    --------    -------
Operating loss                                  (582)     (3,132)      2,550       81.4%
Interest and other income (expenses), net       (314)        127        (441)    (347.2%)
                                            --------    --------    --------    -------
Loss before provision for income taxes          (896)     (3,005)      2,109       70.2%
Provision for income taxes                         2          18         (16)     (88.9%)
                                            --------    --------    --------    -------
Net loss                                    $   (898)   $ (3,023)   $  2,125       70.3%
                                            ========    ========    ========    =======
</TABLE>

         The  following  table  presents the  Company's  Condensed  Consolidated
Interim  Statements of Operations  for the nine months ended  September 30, 1999
and 1998, as a percentage of net sales, as reported:

                                               Nine Months Ended   Increase
                                                September 30,     (Decrease)
                                                -------------     ----------
                                                1999       1998
                                                ----       ----
Net sales                                       100.0 %    100.0 %     -- %
Cost of sales                                    45.6 %     52.2 %   (6.6)%
                                                ----------------------------
Gross margin                                     54.4 %     47.8 %    6.6 %
Operating expenses:
     Research and development                    21.6 %     29.6 %   (8.0)%
     Marketing and sales                         25.9 %     44.2 %  (18.3)%
     General and administrative                   9.1 %     10.9 %   (1.8)%
                                                ----------------------------
        Total operating expenses                 56.6 %     84.7 %  (28.1)%
                                                ----------------------------
Operating loss                                   (2.2)%    (36.9)%   34.7 %
Interest and other income (expenses),  net       (1.2)%      1.5 %   (2.7)%
                                                ----------------------------
Loss before provision for income taxes           (3.4)%    (35.4)%   32.0 %
Provision for income taxes                         -- %      0.2 %   (0.2)%
                                                ----------------------------
Net loss                                         (3.4)%    (35.6)%   32.2 %
                                                ============================

         Net sales.  The  increase  in net sales  during the nine  months  ended
September 30, 1999, from levels for the same period in 1998 was primarily due to
increased sales in the post production and distribution  marketplaces as well as
increased  customer service revenues.  The increased sales resulted largely from
sales from product lines  acquired in the Scitex  Digital Video  acquisition  in
December, 1998. International sales for the nine months ended September 30, 1999
and 1998, represented 33.9% and 42.8% of net sales, respectively.


                                      -11-
<PAGE>

         The  following  table  presents  net sales  dollar  volume for the nine
months ended  September 30, 1999 and 1998, by market and related  percentages of
total net sales (dollar amounts in thousands):

                                        Nine Months Ended
                                          September 30,
                                          -------------
                               1999                           1998
                               ----                           ----
      Marketplace       Amount         Percent        Amount         Percent
      -----------       ------         -------        ------         -------

Production             $ 2,902            10.9%      $ 4,161            49.1%
Post Production         13,233            49.7%        2,553            30.1%
Distribution             7,100            26.6%        1,217            14.3%
Other                    3,419            12.8%          553             6.5%
                       -----------------------       -----------------------
                       $26,654           100.0%      $ 8,484           100.0%
                       =======================       =======================

         Cost of sales.  Cost of sales, as a percentage of sales,  decreased for
the nine months ended  September 30, 1999, from levels for the nine months ended
September  30,  1998,  as a  result  of  increased  overall  sales  and a higher
proportion of higher-margin, customer service sales.

         Research and  development.  Research and  development  expenses for the
nine months ended September 30, 1999,  increased over levels for the same period
in 1998 primarily due to increases in headcount and related  overhead  expenses,
consultant  expenses,  and  materials and services  related to specific  project
development. The increase in headcount was primarily a result of the acquisition
of the Scitex Digital Video assets and business in December, 1998.

         Marketing and sales.  Marketing and sales  expenses for the nine months
ended  September  30,  1999,  increased  over levels for the nine  months  ended
September 30, 1998, primarily due to increases in headcount and related overhead
expenses,  expenses for consultants and temporary  employees,  sales  commission
expenses,  and travel expenses. The increase in headcount was primarily a result
of the  acquisition of the Scitex Digital Video assets and business in December,
1998.

         General and administrative.  The increase in general and administrative
expenses for the nine months ended  September 30, 1999, from levels for the same
period in 1998 was primarily due to increases in headcount and related  overhead
expenses,   expenses  for   consultants  and  temporary   employees,   fees  for
professional services and amortization of intangibles. The increase in headcount
was primarily a result of the acquisition of the Scitex Digital Video assets and
business in December, 1998.

         Interest and other income, net. Interest and other income, net, for the
nine months ended September 30, 1999,  decreased over levels for the nine months
ended  September  30, 1998,  due to a decrease in the levels of  interest-paying
investments  as well as an  increase  in debt  taken  on,  in part,  to fund the
acquisition of the Scitex Digital Video assets and business in December, 1998.


                                      -12-
<PAGE>



Liquidity and Capital Resources

         Since   inception,   the  Company  has  financed  its   operations  and
expenditures  for  property  and  equipment  through the sale of capital  stock,
borrowings under a bank line of credit, issue of senior subordinated convertible
notes,  and term loans.  As of September  30, 1999,  the Company had $517,000 of
cash and cash equivalents.

         Operating  activities  provided $587,000 in net cash in the nine months
ended  September 30, 1999,  and used $2.1 million in net cash in the nine months
ended  September  30, 1998.  Net cash  provided by operations in the nine months
ended  September 30, 1999, was due primarily to a decrease in inventories and an
increase in accounts  payable  partially  offset by an increase in other current
assets and a decrease in other accrued  liabilities.  Proceeds from the issue of
long-term, senior subordinated convertible notes, together with cash provided by
operating  activities,  were used in financing  activities  for the repayment of
amounts  borrowed  previously under a line of credit as well as the repayment of
notes payable incurred as part of the Scitex Digital Video acquisition. Net cash
used by  operations in the nine months ended  September 30, 1998,  was primarily
due to the net loss  and a  decrease  in  accounts  payable  and  other  accrued
liabilities  partially offset by a decrease in accounts  receivable.  Additional
cash  was  used  in  investing  activities  for the  purchase  of  property  and
equipment.

         On December 10,  1998,  the Company  signed an  agreement  with LaSalle
Business Credit,  Inc. ("LBC"),  a member of the ABN AMRO group, for a revolving
line of credit  ("line").  The agreement was amended on March 11, 1999, July 23,
1999, and November 3, 1999. The line of credit  provides for borrowings  subject
to the level of  eligible  accounts  receivable  and  inventories  and  requires
compliance  with  certain  financial  covenants.  The line is secured by all the
assets of the  Company.  Under the terms of the  July,  1999,  amendment  to the
agreement  between the Company and LBC,  the amount of the line was reduced from
$7.5 million to $4.0 million,  the borrowing base was reduced, the interest rate
charged on borrowings  against the line was  increased by 50 basis  points,  and
certain financial covenants were changed. Under the terms of the November, 1999,
amendment to the  agreement  between the Company and LBC, the amount of the line
was reduced from $4.0 million to $2.0 million,  inventory was eliminated as part
of the borrowing base, the interest rate charged on borrowings  against the line
was increased by 200 basis points, a waiver was granted for non-compliance  with
certain financial  covenants,  and LBC and the Company agreed to discontinue the
agreement by January 31,  2000.  As of  September  30, 1999,  the Company had no
borrowings outstanding under the line.

         On March 12, 1999,  the Company  completed a private  placement of $3.5
million in senior subordinated  convertible notes with a group of investors. The
notes have a coupon rate of 6% per year, mature in 2004, and are convertible, at
any time,  into  shares  of Accom  common  stock at a price of $1.30 per  share.
Proceeds from the private  placement were used to pay the balance on the line of
credit  with  LaSalle  Business  Credit  that  was  outstanding  at the time the
proceeds were received.

         Based upon current  revenue and expense  levels,  the Company  believes
that its existing cash and cash  equivalents will be sufficient to meet its cash
requirements for at least the next twelve months.  Although operating activities
may provide  cash in certain  periods,  to the extent the  Company  grows in the
future, its operating and investing  activities may use cash and,  consequently,
such growth may require the Company to obtain  additional  sources of financing.
There  can be no  assurance  that any  necessary  additional  financing  will be
available to the Company on commercially reasonable terms, if at all.

                                      -13-
<PAGE>

Status of Progress in Becoming Year 2000 Compatible

           The "Year  2000  Issue" is  typically  the result of  software  being
written using two digits rather than four digits to define the applicable  year.
If the  Company's  software  with  date-sensitive  functions  is not  Year  2000
compliant,  it may  recognize a date using "00" as the year 1900 rather than the
year 2000.  This could  result in a system  failure or  miscalculations  causing
disruptions  of  operations,  including,  among other things,  interruptions  in
manufacturing  operations,  a temporary inability to process transactions,  send
invoices, or engage in similar normal business activities.

         The Company has reviewed the most pertinent Year 2000 issues which have
been  identified  as  potentially  having a  material  impact  on the  Company's
operations and financial condition.

         The Company  has  identified  three areas  relating to Year 2000 issues
which may materially affect the Company's business:  1) Information  Technology,
addressing  internal software and business systems;  2) the Company's  Products;
and 3) Third Party, addressing the preparedness of suppliers.

         Information  Technology Program:  Internal applications systems such as
inventory and  financial  accounting  software,  computer  network  hardware and
software,  and software  applications programs may have Year 2000 problems. As a
result of the  acquisition  of Scitex  Digital Video (SDV) on December 10, 1998,
the  Company  decided to use the Man-Man  software  already in use at SDV as its
main  inventory and  accounting  software.  The Company has upgraded its Man-Man
software to version 11.2, which is Year 2000 compliant.  Total cost to implement
this upgrade was less than $100,000.  As of September 30, 1999, at least $20,000
of expected costs had been  identified  which related to replacement of software
applications  and  operating  systems  which took place in the third  quarter of
1999. Related to these software upgrades, hardware on certain computers may also
need to be replaced to make them  compatible  with the  upgraded  software.  The
estimated  remaining  cost of replacing  such  hardware is $20,000.  If required
modifications to existing  software and hardware and conversions to new software
are not made,  or are not  completed  in a timely way, the Year 2000 Issue could
have a material  impact on the operations of the Company due to the inability to
accurately and effectively track inventory and other financial results.

         Product Readiness Program: Certain products the Company sells have been
identified to have Year 2000  problems  which must be corrected to permit smooth
operation by the user. The Year 2000 solution consists of software changes which
are  transmitted  to  customers  by way of CD-ROMs and floppy  diskettes.  These
changes have been  completed and  transmitted  to all customers on the Company's
customer list.  These changes are also available to customers who are not on the
Company's  current customer list. The Company believes the costs associated with
these  activities is immaterial  given the  relatively low cost of the media and
small amount of internal labor utilized.  The Company is currently assessing its
exposure to contingencies related to the Year 2000 Issue for the products it has
sold;  however, it does not expect these contingencies to have a material impact
on the operations of the Company.

         Third  Party  Program:  The Company  relies on numerous  vendors in the
course of operating the business.  If these vendors encounter Year 2000 problems
which impact  their  ability to deliver  goods and services to the Company,  the
Company's business might be materially and adversely affected. The Company is in
the process of  conducting  a  comprehensive  survey of its vendors to determine
their Year 2000 readiness and will complete this survey in the fourth quarter of
1999.  The  Company  has not yet  determined  the extent to which the  Company's
operations are vulnerable to those third parties' failure to remediate their own
Year 2000 issues.  In order to protect  against the  acquisition  of  additional
non-compliant  products,  the Company will  require  that  certain  hardware and
software suppliers providing


                                      -14-
<PAGE>

goods and services to the Company after June,  1999,  warrant that products sold
or licensed to the Company are Year 2000 compliant. Finally, the Company is also
vulnerable to external forces that might generally affect industry and commerce,
such as utility or  transportation  company  Year 2000  compliance  failures and
related service interruptions.

         The Company  believes it has  addressed  and remedied the critical Year
2000 issues  prior to the end of the third  quarter of 1999 and expects the Year
2000  project to continue  beyond the year 2000 with  respect to  resolution  of
non-critical  issues.  The success of the  remediation of the critical year 2000
issues is contingent  upon the  timeliness and accuracy of software and hardware
upgrades  from vendors,  adequacy and quality of resources  available to work on
completion  of the project  and any other  unforeseen  factors.  There can be no
assurance  that the  Company  has been or will be  successful  in its efforts to
resolve any Year 2000 issues and to continue  operations  in the year 2000.  The
failure of the Company to  successfully  resolve  such issues  could result in a
shutdown of some or all of the Company's operations, which would have a material
adverse effect on the Company.

Contingency Plans.

         The  Company  has not  yet  finalized  a  contingency  plan to  address
situations  that may  result  if the  Company  is unable  to  achieve  Year 2000
readiness of its critical  operations but anticipates  finalizing such a plan in
the fourth  quarter of 1999.  There can be no assurance that the Company will be
able to develop a contingency plan that will adequately  address issues that may
arise in the year 2000. The failure of the Company to develop and implement,  if
necessary,  an appropriate  contingency plan could have a material impact on the
operations of the Company.

Costs.

         The total expense of the Year 2000 project is currently estimated to be
less than $150,000 which is not material to the Company's business operations or
financial  condition.  The Company has not yet fully estimated all the Year 2000
costs,  in particular,  those costs  associated with the replacement of software
running  on  personal  computers  and  the  costs  of  modifying,   testing  and
distributing  updates to ensure its own  products are Year 2000  compliant.  The
costs incurred to date have not been material.

         If the Company or its  suppliers  fail to remedy any Year 2000  issues,
the most likely worst case scenario  would  include one or a combination  of the
following events occurring:  interruption of electricity which would prevent the
manufacturing and testing of products;  collapse of financial and communications
networks  which would hinder the payment and  collection  of invoices as well as
basic  business  transactions  conducted  over the  telephone  or the  Internet;
shortages of supplies and parts  resulting from "panic" buying or hoarding which
would adversely affect the manufacturing of products as well as ongoing research
and development;  malfunctioning of date-sensitive  parts and assemblies used in
products the Company  manufactures  and develops  which would render those parts
inoperable.  Any of these  occurrences  could  result in the  Company  incurring
material  costs and losing  revenue.  At this time,  the  Company is not able to
estimate the extent or duration of the events discussed above or to quantify the
effect  they  would have on the  Company's  future  revenues  and  results  from
operations.

         The  expenses  of the  Year  2000  project  are  being  funded  through
operating cash flows.

         The costs of the project and the date on which the Company  believes it
will  complete  the Year  2000  modifications  are  based on  management's  best
estimates,  which were derived utilizing numerous  assumptions of future events,
including  the  continued   availability  of  certain   resources,   third-party
modification  plans and other  factors.  There can be no  assurance  that  these
estimates will be achieved and actual results could differ materially from those
anticipated.


                                      -15-
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures About Market Risks

         Accom  develops  its  technology  in the  United  States  and sells its
products primarily in North America,  Europe, and the Far East. As a result, the
Company's  financial  results  could be affected  by factors  such as changes in
foreign currency exchange rates or weak economic  conditions in foreign markets.
As  all  of  the  Company's  sales  are  currently  made  in  U.S.  dollars,   a
strengthening  of the dollar could make the Company's  products less competitive
in foreign markets.  The Company's  interest expense on short-term notes payable
are  sensitive  to changes in the general  level of interest  rates.  Due to the
nature of the Company's debts, the Company has concluded that there is currently
no material market risk exposure. Therefore, no quantitative tabular disclosures
have been presented.


                                      -16-
<PAGE>


Part II.  Other Information

         Item 1.  Legal Proceedings

         None.

         Item 2.  Changes in Securities and Use of Proceeds

         None.

         Item 3.  Defaults Upon Senior Securities

         None.

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

         None.

         Item 5.  Other Information

         None.

         Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits.

         10.1     Waiver and Third  Amendment  to Loan and  Security  Agreement,
                  dated as of November 3, 1999,  between the Company and LaSalle
                  Business Credit, Inc.

         27.1     Financial Data Schedule (EDGAR filed version only)


         (b) Reports on Form 8-K.

                  On December 23, 1998,  the Company  filed a Current  Report on
                  Form 8-K to report the Company's  acquisition of the assets of
                  Scitex Digital Video, Inc.  ("Scitex") and certain of Scitex's
                  affiliates as well as the details of the financing the Company
                  obtained  related  to  such  acquisition,   including  a  loan
                  agreement and a sale of common stock. The Company did not file
                  the audited  historical  financial  statements of the acquired
                  business  and  the  pro  forma  financial  statements  of  the
                  combined  businesses  required to be filed as an  amendment to
                  the Form 8-K within 60 days after the original filing due date
                  because the audited  financial  statements  for Scitex Digital
                  Video did not exist.  The Company  currently is in the process
                  of arranging for the preparation of the audited  financials of
                  Scitex  Digital Video and will file the  financial  statements
                  required  by such  Form 8-K as soon as  practicable  after the
                  audit is complete.


                                      -17-
<PAGE>


                                    SIGNATURE

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

         ACCOM, INC.



         By: /s/  JUNAID SHEIKH
             ----------------------------
                  (Junaid Sheikh)
         Chairman, President and Chief Executive Officer
         (Principal Executive Officer)


         By: /s/  DONALD K. McCAULEY
             ----------------------------
                  (Donald K. McCauley)
         Senior Vice President, Finance and Chief Financial Officer
         (Principal Financial and Accounting Officer)


         Date:  November 12, 1999


                                      -18-