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 June 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 August 3, 1999, 10,123,247 shares of the Registrant's common stock, $0.001
par value, were outstanding.


<PAGE>


<TABLE>
                                                    ACCOM, INC.

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

                                                       INDEX

<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>          <C>                                                                                              <C>
             Facing sheet                                                                                      1

             Index                                                                                             2

Part I.      Financial Information (unaudited)

Item 1.      a)      Condensed consolidated interim balance sheets at June 30, 1999 and December 31, 1998      3

             b)      Condensed consolidated interim statements of operations for the three and six month       4
                     periods ended June 30, 1999 and June 30, 1998

             c)      Condensed  consolidated  interim  statements  of cash flows for the six month periods
                     ended June 30, 1999 and June 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                                      15

Part II.     Other Information                                                                                16

Item 1       Legal Proceedings                                                                                16

Item 2       Changes in Securities and Use of Proceeds                                                        16

Item 3       Defaults Upon Senior Securities                                                                  16

Item 4       Submission of Matters to a Vote of Security Holders                                              17

Item 5       Other Information                                                                                18

Item 6       Exhibits and Reports on Form 8-K                                                                 18

             Signature                                                                                        19
</TABLE>

                                                      -2-
<PAGE>

                                           PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
                                                    ACCOM, INC.
                                   CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
                                       (In thousands, except per share data)

<CAPTION>
                                                                                                                  As of
                                                                                                        ----------------------------
                                                                                                        June 30,        December 31,
                                                                                                          1999             1998
                                                                                                          ----             ----
                                                                                                       (Unaudited)        (Note)
<S>                                                                                                      <C>             <C>
                                   Assets
Current assets:
     Cash and cash equivalents                                                                           $    977        $   --
     Accounts receivable, net                                                                               4,140           3,578
     Inventories                                                                                            3,589           5,345
       Other current assets                                                                                 1,094             535
                                                                                                         --------        --------
         Total current assets                                                                               9,800           9,458
Property and equipment, net                                                                                 2,660           3,299
Intangibles, net                                                                                            2,974           3,247
Restricted cash                                                                                              --             1,132
Other assets                                                                                                   80              77
                                                                                                         --------        --------
         Total assets                                                                                    $ 15,514        $ 17,213
                                                                                                         ========        ========


                    Liabilities and Stockholders' Equity
Current liabilities:
     Bank borrowings - line of credit                                                                    $   --          $  3,916
     Current portion of notes payable                                                                       1,765             900
     Accounts  payable                                                                                      2,405           2,108
     Accrued liabilities                                                                                    3,217           3,823
     Customer deposits                                                                                        969           1,285
     Deferred revenue                                                                                          15              87
                                                                                                         --------        --------
         Total current liabilities                                                                          8,371          12,119
Long-term loans and notes payable, less current portion                                                     3,299           1,165
Stockholders' equity:
     Common stock, $0.001 par value; 20,233 shares authorized;
         10,123  and  10,121 shares  issued and outstanding on
         June 30,  1999 and  December  31, 1998,  respectively                                             24,197          24,197
     Notes receivable from stockholders                                                                      (630)           (630)
     Accumulated deficit                                                                                  (19,723)        (19,638)
                                                                                                         --------        --------
         Total stockholders' equity                                                                         3,844           3,929
                                                                                                         --------        --------


         Total liabilities and stockholders' equity                                                      $ 15,514        $ 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>
                                                    ACCOM, INC.
                              CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
                                       (In thousands, except per share data)
                                                    (Unaudited)

<CAPTION>
                                                                           Three Months Ended,                Six Months Ended,
                                                                                June 30,                          June 30,
                                                                          ---------------------             ---------------------
                                                                          1999             1998             1999             1998
                                                                          ----             ----             ----             ----
<S>                                                                     <C>              <C>              <C>              <C>
Net sales                                                               $  8,348         $  3,028         $ 17,886         $  6,101

Cost of sales                                                              3,870            1,546            7,929            2,909
                                                                        --------         --------         --------         --------

Gross profit                                                               4,478            1,482            9,957            3,192
                                                                        --------         --------         --------         --------

Operating expenses:
     Research and development                                              1,836              773            3,781            1,608
     Marketing and sales                                                   2,339            1,362            4,439            2,542
     General and administrative                                              840              340            1,647              646
                                                                        --------         --------         --------         --------

Total operating expenses                                                   5,015            2,475            9,867            4,796
                                                                        --------         --------         --------         --------
Operating income (loss)                                                     (537)            (993)              90           (1,604)

Interest and other income (expenses), net                                    (62)              41             (173)              81
                                                                        --------         --------         --------         --------
Loss before provision for income taxes                                      (599)            (952)             (83)          (1,523)

Provision for income taxes                                                  --               --                  2                5
                                                                        --------         --------         --------         --------
Net loss                                                                $   (599)        $   (952)        $    (85)        $ (1,528)
                                                                        ========         ========         ========         ========

Net loss per share - basic and diluted                                  $  (0.06)        $  (0.14)        $  (0.01)        $  (0.23)
                                                                        ========         ========         ========         ========
Shares used in computation of net
      loss per share - basic and diluted                                  10,123            6,672           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>
                                                                                                            Six Months Ended
                                                                                                            ----------------
                                                                                                                June 30,
                                                                                                         ------------------------
                                                                                                         1999                1998
                                                                                                         ----                ----
<S>                                                                                                     <C>                 <C>
                   Cash flows from operating activities:
Net loss                                                                                                $   (85)            $(1,530)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
     Depreciation and amortization                                                                          821                 293
     Changes in operating assets and liabilities:
         Accounts receivable                                                                               (562)              1,143
         Inventories                                                                                      1,756                (371)
         Other current assets                                                                              (559)                 90
         Other assets                                                                                        (3)               --
         Accounts payable                                                                                   297                (518)
         Accrued liabilities                                                                               (606)               (211)
         Customer deposits                                                                                 (316)                 (9)
         Deferred revenue                                                                                   (72)                (49)
                                                                                                        -------             -------
           Net cash provided by (used in) operating activities                                              671              (1,162)
                                                                                                        -------             -------

                   Cash flows from investing activities:
Expenditures for property and equipment                                                                    (256)               (233)
Proceeds from disposal/reclassification of property and equipment                                           347                --
                                                                                                        -------             -------
           Net cash provided by (used in) investing activities                                               91                (233)

                   Cash flows from financing activities:
Repayment of line of credit                                                                              (3,916)               --
Repayment of notes payable                                                                                 (300)                (10)
Proceeds from long-term notes                                                                             3,299                --
Issuance of common stock                                                                                   --                    13
Purchase of common stock                                                                                   --                    (4)
Restricted cash                                                                                           1,132                --
                                                                                                        -------             -------
           Net cash provided by (used in) financing activities                                              215                  (1)
                                                                                                        -------             -------

Net increase (decrease) in cash and cash equivalents                                                        977              (1,396)
Cash and cash equivalents at beginning of period                                                           --                 5,640
                                                                                                        -------             -------
           Cash and cash equivalents at end of period                                                   $   977             $ 4,244
                                                                                                        =======             =======
<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 June 30, 1999,
the condensed  consolidated  interim  statements of operations for the three and
six month periods ended June 30, 1999 and 1998,  and the condensed  consolidated
interim  statements  of cash flows for the six month periods ended June 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 June 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 six month  periods  ended  June 30,  1999,  are not  necessarily
indicative of the operating results for any future period.



Note 2.  Comprehensive Income

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



Note 3.  Inventories

<TABLE>
         Inventories consist of the following (in thousands):
<CAPTION>
                                                       June 30,                    December 31,
                                                         1999                          1998
                                                         ----                          ----

<S>                                             <C>                            <C>
      Purchased parts and materials             $         1,044                $        2,399
      Work-in-process                                       891                           394
      Finished goods                                        175                           151
      Demonstration inventory                             1,479                         2,401
                                             ----------------------------- -----------------------------
                                                $         3,589                $        5,345
                                             ============================= =============================
</TABLE>


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. As
of June 30, 1999, the Company had  availability  of $4.5 million under the line,
and there were no borrowings outstanding under the line.

                                      -6-
<PAGE>

         Indebtedness  under the line of credit accrues  interest at LBC's prime
rate plus 175 basis points. The term of the original agreement which established
the line of credit is three years and is renewable on a yearly basis thereafter.
The revolving loans are secured by all assets of the Company.

         Borrowings  under  the line are  subject  to  compliance  with  certain
financial covenants. The Company is currently in compliance with these covenants
(as amended).

         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

<TABLE>
         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):

<CAPTION>
                                                                   For the Three Months Ended   For the Six Months Ended
                                                                            June 30,                     June 30,
                                                                   --------------------------   ------------------------
         Market                                                        1999          1998           1999          1998
         ------                                                        ----          ----           ----          ----
<S>                                                                <C>           <C>            <C>           <C>
Production                                                         $       744   $    1,405     $    1,968    $    3,243
Post Production                                                          4,265          592          9,644         1,527
Distribution                                                             2,316          899          4,203           967
Other                                                                    1,023          132          2,071           364
                                                                   ------------- -------------- ------------- -------------
                                                                   $     8,348   $    3,028     $   17,886    $    6,101
                                                                   ============= ============== ============= =============
</TABLE>

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                                    Integrated non-linear editing workstation for long and
      products                                          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 June 30, 1999 and June 30, 1998

<TABLE>
         The  following  table  presents the  Company's  Condensed  Consolidated
Interim  Statements of  Operations  for the three months ended June 30, 1999 and
1998 as reported (dollar amounts in thousands):
<CAPTION>
                                                                         Three Months Ended
                                                                              June 30,                      Increase (Decrease)
                                                                       ----------------------             -------------------------
                                                                       1999              1998             Amount            Percent
                                                                       ----              ----             ------            -------
<S>                                                                  <C>               <C>               <C>                 <C>
Net sales                                                            $ 8,348           $ 3,028           $ 5,320             175.7%
Cost of sales                                                          3,870             1,546             2,324             150.3%
                                                                     -------           -------           -------             -----
     Gross profit                                                      4,478             1,482             2,996             202.2%
Operating expenses:
  Research and development                                             1,836               773             1,063             137.5%
  Marketing and sales                                                  2,339             1,362               977              71.7%
  General and administrative                                             840               340               500             147.1%
                                                                     -------           -------           -------             -----
     Total operating expenses                                          5,015             2,475             2,540             102.6%
                                                                     -------           -------           -------             -----
Operating loss                                                          (537)             (993)              456              45.9%
 Interest and other income (expenses), net                               (62)               41              (103)           (251.2%)
                                                                     -------           -------           -------             -----
Net loss                                                             $  (599)          $  (952)              353              37.1%
                                                                     =======           =======           =======             =====
</TABLE>

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

<CAPTION>
                                                                                    Three Months Ended    Increase
                                                                                         June 30,        (Decrease)
                                                                                         --------        ----------
                                                                                      1999       1998
                                                                                      ----       ----
<S>                                                                                   <C>        <C>
Net sales                                                                             100.0 %    100.0 %       -- %
Cost of sales                                                                          46.4 %     51.1 %     (4.7)%
                                                                                   ---------------------------------
           Gross margin                                                                53.6 %     48.9 %      4.7 %
Operating expenses:
     Research and development                                                          22.0 %     25.5 %     (3.5)%
     Marketing and sales                                                               28.0 %     45.0 %    (17.0)%
     General and administrative                                                        10.1 %     11.2 %     (1.1)%
                                                                                   ---------------------------------
        Total operating expenses                                                       60.1 %     81.7 %    (21.6)%
                                                                                   ---------------------------------
Operating loss                                                                         (6.5)%    (32.8)%     26.3 %
Interest and other income (expenses),  net                                             (0.7)%      1.4 %     (2.1)%
                                                                                   ---------------------------------
Net loss                                                                               (7.2)%    (31.4)%     24.2 %
                                                                                   =================================
</TABLE>

         Net sales. The increase in net sales during the three months ended June
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.  International
sales for the three months ended June 30, 1999 and 1998,  represented  32.6% and
39.7% of net sales, respectively.

                                      -9-
<PAGE>

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

<CAPTION>
                                                                           Three Months Ended
                                                                                June 30,
                                                        --------------------------------------------------------
                                                                  1999                             1998
                                                         ---------------------             ---------------------
                     Marketplace                         Amount        Percent             Amount        Percent
                     -----------                         ------        -------             ------        -------
<S>                                                   <C>                 <C>          <C>                  <C>
Production                                            $     744           8.9%         $    1,405           46.4%
Post Production                                           4,265          51.1%                592           19.6%
Distribution                                              2,316          27.7%                899           29.7%
Other                                                     1,023          12.3%                132            4.3%
                                                      -----------------------------    -----------------------------
                                                      $   8,348         100.0%         $    3,028          100.0%
                                                      =============================    =============================
</TABLE>

         Cost of sales.  Cost of sales, as a percentage of sales,  decreased for
the three  months  ended June 30,  1999,  from levels for the three months ended
June 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 June 30, 1999,  increased  over levels for the same period in
1998 primarily due to increases in headcount, 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 June 30, 1999  increased  over levels for the three  months ended June 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  June 30,  1999 from  levels for the same
period in 1998 was primarily due to increases in headcount and related  overhead
expenses,  consultant  fees, 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
three  months ended June 30,  1999,  decreased  over levels for the three months
ended  June  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.

                                      -10-
<PAGE>

Results of Operations

Six Months Ended June 30, 1999 and June 30, 1998

<TABLE>
         The  following  table  presents the  Company's  Condensed  Consolidated
Interim Statements of Operations for the six months ended June 30, 1999 and 1998
as reported (dollar amounts in thousands):
<CAPTION>
                                                                         Six Months Ended
                                                                             June 30,                         Increase (Decrease)
                                                                             --------                         -------------------
                                                                      1999               1998              Amount            Percent
                                                                      ----               ----              ------            -------
<S>                                                                 <C>                <C>                <C>                <C>
Net sales                                                           $ 17,886           $  6,101           $ 11,785           193.2%
Cost of sales                                                          7,929              2,909              5,020           172.6%
                                                                    --------           --------           --------           -----
     Gross profit                                                      9,957              3,192              6,765           211.9%
Operating expenses:
  Research and development                                             3,781              1,608              2,173           135.1%
  Marketing and sales                                                  4,439              2,542              1,897            74.6%
  General and administrative                                           1,647                646              1,001           155.0%
                                                                    --------           --------           --------           -----
     Total operating expenses                                          9,867              4,796              5,071           105.7%
                                                                    --------           --------           --------           -----
Operating income (loss)                                                   90             (1,604)             1,694           105.6%
Interest and other income (expenses), net                               (173)                81               (254)         (313.6%)
                                                                    --------           --------           --------           -----
Loss before provision for income taxes                                   (83)            (1,523)             1,440            94.6%
Provision for income taxes                                                 2                  5                 (3)          (60.0%)
                                                                    --------           --------           --------           -----
Net loss                                                            $    (85)          $ (1,528)             1,443            94.4%
                                                                    ========           ========           ========           =====
</TABLE>

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

<CAPTION>
                                                                                     Six Months Ended    Increase
                                                                                         March 31,       (Decrease)
                                                                                         ---------       ----------
                                                                                       1999       1998
                                                                                       ----       ----
<S>                                                                                    <C>        <C>      <C>
Net sales                                                                             100.0 %    100.0 %     -- %
Cost of sales                                                                          44.3 %     47.7 %   (3.4)%
                                                                                   -------------------------------
           Gross margin                                                                55.7 %     52.3 %    3.4 %
Operating expenses:
     Research and development                                                          21.2 %     26.3 %   (5.1)%
     Marketing and sales                                                               24.8 %     41.7 %  (16.9)%
     General and administrative                                                         9.2 %     10.6 %   (1.4)%
                                                                                   -------------------------------
        Total operating expenses                                                       55.2 %     78.6 %  (23.4)%
                                                                                   -------------------------------
Operating income (loss)                                                                 0.5 %    (26.3)%   26.8 %
Interest and other income (expenses),  net                                             (1.0)%      1.3 %   (2.3)%
                                                                                   -------------------------------
Net loss                                                                               (0.5)%    (25.0)%   24.5 %
                                                                                   ===============================
</TABLE>

         Net sales.  The  increase in net sales during the six months ended June
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.  International
sales for the six months  ended June 30,  1999 and 1998,  represented  34.0% and
45.1% of net sales, respectively.

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

                                      -11-
<PAGE>

<CAPTION>
                                                                            Six Months Ended
                                                                                June 30,
                                                         -------------------------------------------------------
                                                                  1999                             1998
                                                         ---------------------             ---------------------
                     Marketplace                         Amount        Percent             Amount        Percent
                     -----------                         ------        -------             ------        -------
<S>                                                   <C>                <C>           <C>                  <C>
Production                                            $   1,968          11.0%         $    3,243           53.2%
Post Production                                           9,644          53.9%              1,527           25.0%
Distribution                                              4,203          23.5%                967           15.8%
Other                                                     2,071          11.6%                364            6.0%
                                                      -----------------------------    -----------------------------
                                                      $  17,886         100.0%         $    6,101          100.0%
                                                      =============================    =============================
</TABLE>

         Cost of sales.  Cost of sales, as a percentage of sales,  decreased for
the six months  ended June 30,  1999,  from levels for the six months ended June
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 six
months  ended June 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 six months
ended June 30,  1999,  increased  over levels for the six months  ended June 30,
1998,  primarily  due to increases in headcount and related  overhead  expenses,
expenses for consultants and temporary employees, sales commission expenses, and
trade show  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 six months ended June 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, 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
six months ended June 30, 1999,  decreased  over levels for the six months ended
June 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.

                                      -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 June 30, 1999, the Company had $977,000 of cash and
cash equivalents.

         Operating  activities  provided  $671,000 in net cash in the six months
ended June 30,  1999 and used $1.2  million in net cash in the six months  ended
June 30, 1998.  Net cash provided by operations in the six months ended June 30,
1999,  was due  primarily to a decrease in  inventories  partially  offset by an
increase in accounts receivable and 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. Net cash used by operations in the six months ended June
30, 1998, was primarily due to the net loss, an increase in  inventories,  and a
decrease  in  accounts  payable  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., a member of the ABN AMRO group, for a revolving line of
credit ("line").  The agreement was amended on March 11, 1999 and July 23, 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 original  agreement  between the
Company and LaSalle  Business  Credit,  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.  As of June 30, 1999, the Company was
in  compliance  with  the  amended  financial  covenants  and 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 on current revenue 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.

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.

                                      -13-
<PAGE>

         The Company has made a preliminary  review of the most  pertinent  Year
2000 issues which have been  identified as potentially  having a material impact
on the Company's operations and financial condition. More comprehensive study in
certain areas is still to be undertaken.

         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 Man-Man software currently in use is
version 10.2 which is not Year 2000 compliant.  Version 11.3, an upgrade of this
software, is Year 2000 compliant and has been procured by the Company by renewal
of its Man-Man  license,  at a cost of  $67,000.  Total cost to  implement  this
upgrade is estimated  to be less than  $100,000.  As of June 30, 1999,  at least
$20,000 of expected  costs had been  identified  which related to replacement of
software  applications  and  operating  systems  (which  currently  are  readily
available for licensing by the Company) which the Company  anticipates will take
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 cost of replacing such hardware is $30,000.
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 third 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 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 anticipates addressing and remedying the critical Year 2000
issues  by the  end of  the  third  quarter  of  1999,  which  is  prior  to any
anticipated impact on its operating systems and expects the Year 2000 project to
continue beyond the year 2000 with respect to resolution of non-critical issues.
These dates are  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

                                      -14-
<PAGE>

unforeseen  factors.  There  can  be no  assurance  that  the  Company  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  developed  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  developing  such a plan
during the third  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.

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.

                                      -15-
<PAGE>

PART II.  OTHER INFORMATION

         Item 1.  Legal Proceedings

         None.

         Item 2.  Changes in Securities and Use of Proceeds

         Effective  May 26, 1999,  the Board of Directors  unanimously  voted to
         amend the Company's Bylaws to (a) eliminate the ability of stockholders
         to call a special meeting of stockholders; and (b) require stockholders
         to give written  notice of any proposal or the nomination of a director
         to the Secretary of the Company not less than 90 days nor more than 120
         days prior to the  anniversary  date of the prior year's Annual Meeting
         of Stockholders;  provided, however, that in the event that the date of
         the Annual Meeting of  Stockholders is more than 30 days before or more
         than 60 days after such  anniversary  date,  notice by the  stockholder
         must be received  not less than 90 days nor more than 120 days prior to
         the Annual Meeting of Stockholders (or not less than ten days after the
         first public announcement of the date of the meeting, if later).  These
         provisions  may have the effect of delaying or  precluding a nomination
         for the election of directors  or of delaying or  precluding  any other
         business of a particular  meeting if the proper procedures are not met.
         The  provisions  may  also  discourage  or  deter  a third  party  from
         conducting  a  solicitation  of  proxies  to  elect  its own  slate  of
         directors or otherwise attempt to obtain control of the Company.

         Effective  July  20,  1999,  pursuant  to  the  prior  approval  of the
         Company's stockholders at the Annual Meeting of Stockholders and of the
         Company's Board of Directors,  the Amended and Restated  Certificate of
         Incorporation  of  the  Company  (the  "Certificate")  was  amended  as
         described  below.  First,  the  Certificate was amended to increase the
         number  of  authorized  shares  of  the  Company's  Common  Stock  from
         20,233,497 to 40,000,000,  and the total number of shares of authorized
         stock from  22,233,497  to  42,000,000.  Second,  the  Certificate  was
         amended  to  adopt  classified  board  provisions  to (i)  implement  a
         classified board of directors  divided into three classes of directors,
         with  the term of  office  of one of the  three  classes  of  directors
         expiring  each year and with each class being  elected for a three-year
         term,  (ii)  provide  that  only the  Board of  Directors,  and not the
         stockholders,  may set by resolution the number of directors within the
         specified  range of five (5) to nine (9),  (iii)  provide that only the
         Board of Directors  may fill  vacancies  on the Board  (unless no Board
         members  remain) and that any  director  appointed to fill a vacancy on
         the Board of Directors will serve for the remainder of the full term of
         the class in which the vacancy occurred,  and (iv) require a vote of 66
         2/3% of the  Company's  stockholders  to amend or repeal the  foregoing
         classified board provisions (the "Classified Board Provisions"). Third,
         the  Certificate  was amended to provide that the Company  elects to be
         governed by the business  combination  statute set forth in Section 203
         of the Delaware General Corporation Law.

         In  addition,  effective  July  20,  1999,  pursuant  to the  approvals
         described  above, the Company's Bylaws were amended to conform with the
         Classified Board Provisions.


         Item 3.  Defaults Upon Senior Securities

         None.

                                      -16-
<PAGE>

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

         On July 20, 1999, the Company held its annual meeting of  stockholders.
         At such  meeting,  the  Company's  stockholders  approved the following
         items by the following votes:

<TABLE>
         1.   The election of the following directors with two directors serving
              a three-year term, two directors  serving a two-year term, and two
              directors serving a one-year term:

<CAPTION>
                           Nominee                       Term            For          Withheld       Abstain
                ----------------------------------- -------------- --------------- -------------- ---------------
<S>                                                     <C>         <C>                      <C>        <C>
                Junaid Sheikh                           3 years     9,896,422                0          17,072
                Lionel M. Allan                         1 year      9,896,422                0          17,072
                Thomas E. Fanella                       2 years     9,896,422                0          17,072
                David A. Lahar                          2 years     9,896,422                0          17,072
                Eugene M. Matalene, Jr.                 1 year      9,896,422                0          17,072
                Michael Luckwell                        3 years     9,896,422                0          17,072
</TABLE>

         2.   An   amendment   to  the   Company's   Restated   Certificate   of
              Incorporation increasing the number of authorized shares of Common
              Stock  from  20,233,497  to  40,000,000  and the  number  of total
              authorized shares of capital stock from 22,233,497 to 42,000,000

                For                            9,811,290
                Against                           96,204
                Abstain                            6,000

         3.   An   amendment   to  the   Company's   Restated   Certificate   of
              Incorporation  adopting classified  provisions and an amendment to
              the  Company's   Bylaws  to  conform  with  the  classified  Board
              provisions

                For                            6,201,247
                Against                        1,057,670
                Abstain                           25,923
                Broker Non-Vote                2,628,654

         4.   An amendment to the  Company's  Certificate  of  Incorporation  to
              provide  that the Company  elects to be  governed by the  business
              combination  statute  set  forth in  Section  203 of the  Delaware
              General Corporation Law

               For                             6,242,294
               Against                         1,022,079
               Abstain                            20,467
               Broker Non-Vote                 2,628,654

         5.   An amendment to the Company's 1995 Stock Incentive/Stock  Issuance
              Plan

               For                             7,207,341
               Against                            74,533
               Abstain                             2,966
               Broker Non-Vote                 2,628,654

         6.   Ratification   of  the   appointment  of  Ernst  &  Young  LLP  as
              independent  auditors  of  the  Company  for  the  Company's  1999
              calendar year

               For                             9,911,009
               Against                             1,150
               Abstain                             1,335

                                      -17-
<PAGE>


         Item 5.  Other Information

         None.

         Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits.


                  4.1      Certificate   of  Amendment  of  the  Bylaws  of  the
                           Company, dated as of May 26, 1999.

                  4.2      Certificate    of   Amendment   of   Certificate   of
                           Incorporation  of the  Company,  as  filed  with  the
                           Secretary  of State of the State of  Delaware on July
                           20, 1999

                  4.3      Certificate   of  Amendment  of  the  Bylaws  of  the
                           Company, dated as of July 20, 1999

                  10.1     Second  Amendment  to Loan  and  Security  Agreement,
                           dated as of July 23,  1999,  between  the Company and
                           LaSalle Business Credit, Inc.

                  10.2     Amendment to  Restricted  Stock  Purchase  Agreement,
                           dated as of June 20,  1999,  between  the Company and
                           Lionel M.  Allan and  Amended  and  Restated  Secured
                           Promissory  Note,  issued to  Lionel M.  Allan in the
                           principal  amount of  $65,000,  each dated as of June
                           20, 1999

                  10.3     Amended and Restated  Secured  Promissory Note, dated
                           as of June 20, 1999, issued to Phillip Bennett in the
                           principal amount of $500,000

                  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.

                                      -18-
<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:  August 12, 1999

                                      -19-