UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-Q/A

(Mark One)
[X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
          
                  For the quarterly period ended June 30, 1996
                                       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 No. 0 - 20660

                             COMPUTER CONCEPTS CORP.
             (Exact name of registrant as specified in its charter)


               Delaware                           11-2895590
     (State or other jurisdiction of           (I.R.S. Employer
      incorporation or organization)          Identification  No.)


       80 Orville Drive, Bohemia, N.Y.             11716
   (Address of principal executive offices)     (Zip Code)


Registrant s telephone number, including area code     (516) 244-1500

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                    Yes  [X]           No [   ]

The number of shares of $.0001 par value stock outstanding as of 
August  8, 1996 was:   73,401,000


<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                                      INDEX


PART I -  FINANCIAL INFORMATION                                      Page
                                                                     ----      
 Condensed Consolidated Balance Sheets
 as of June 30, 1996 and December 31, 1995                             1

 Condensed Consolidated Statements of Operations
 For the Three and Six Months Ended June 30, 1996 and 1995             2

 Condensed Consolidated Statements of Cash Flows
 For the Six Months ended June 30, 1996 and 1995                       3

 Notes to Condensed Consolidated Financial Statements                  4 -11

 Management s Discussion and Analysis of Financial
 Condition and Results of Operations                                   12 - 15


PART II - OTHER INFORMATION

 Item 1. Legal Proceedings                                             15

 Item 2. Changes in Securities                                         15

 Item 3. Defaults Upon Senior Securities                               15

 Item 4. Submission of Matters to a Vote of Security Holders           15

 Item 5. Other Information                                             15

 Item 6. Exhibits and Reports on Form 8-K                              15

 Signatures                                                            16
<PAGE>

              
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                    as of June 30, 1996 and December 31, 1995
                        (in thousands, except share data)

<TABLE>
<CAPTION>

                                                                              June 30,         December 31,
                                      ASSETS                                   1996               1995
                                                                             (Unaudited)
<S>                                                                          <C>             <C> 
CURRENT ASSETS:
  Cash and cash equivalents.............................................     $  6,577         $     579
  Accounts receivable, net of allowance for doubtful accounts of $413 and                                         
       $539 in 1996 and 1995,  respectively.............................        4,382             4,475
  Advances to  officers.................................................          467               385
  Inventories...........................................................           69               123
 Deferred discount on convertible debentures............................          630                -
 Prepaid expenses and other current assets..............................          735               431               
                                                                                  ---               ---               
     Total current assets...............................................       12,860              5,993
                                                                        
                                                                                                                  
INSTALLMENT ACCOUNTS RECEIVABLE, due after one year.....................          944                -
                                                                                                                  
PROPERTY AND EQUIPMENT, net.............................................        1,447             1,579
                                                                                                                  
SOFTWARE COSTS,  net (including $450  held for sale at December 31, 1995).      1,990             2,950
                                                                                                                  
EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED, net of                                                     
  accumulated amortization  of $1,841  and $1,369 in 1996 and 1995, 
  respectively..........................................................        5,178             5,425
                                                                                                                  
OTHER ASSETS............................................................          377               134
                                                                                  ---               ---
                                                                             $ 22,796          $ 16,081
                                                                             ========          ========
                                                                                               
               LIABILITIES AND SHAREHOLDERS'  EQUITY


                                                                                               
CURRENT LIABILITIES:                                                                           
   Accounts payable and accrued expenses.................................    $  4,150           $ 4,047
   Current portion of long- term debt....................................         374               359
   Deferred revenues.....................................................       5,231             4,585
                                                                                -----             -----
               Total current liabilities.................................       9,755             8,991
                                                                                                                  
DEFERRED REVENUES........................................................       1,195               281
                                                                                                                  
LONG-TERM DEBT...........................................................       3,753               800
                                                                                                                  
COMMON STOCK SUBJECT TO REDEMPTION.......................................       3,000             4,000
                                                                                                                  
COMMITMENTS AND CONTINGENCIES                                                                                     
                                                                                                                  
SHAREHOLDERS' EQUITY:                                                                                             
   Common stock, $.0001 par value; 150,000,000 shares authorized; 
     69,329,000 shares in 1996 and 57,475,000 shares in 1995 issued 
     and outstanding.....................................................           6                 6
   Additional paid-in capital............................................      64,616            52,406
   Accumulated deficit...................................................     (59,529)          (50,403)
                                                                              -------           ------- 
              Total shareholders' equity.................................       5,093             2,009
                                                                                -----             -----
                                                                              $22,796          $ 16,081
                                                                              =======          ========
            See Notes to Condensed Consolidated Financial Statements.
</TABLE>

<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
        For the Three Months and Six Months Ended June 30, (in thousands,
                             except per share data)

<TABLE>
<CAPTION>
                               Three Months Ended           Six Months Ended
                                   June 30,                      June 30,
                               -------------------          -----------------

                                1996      1995                1996      1995
                                ----      ----                ----      ----      

<S>                             <C>       <C>                <C>      <C> 
REVENUES:
Software licenses and support   $3,722    $3,610             $7,831   $ 7,718
                                ------    ------             ------   -------

COSTS AND EXPENSES:
  Cost of revenues and 
     technical support           1,282     1,609              2,616     3,457
  Research and development         322       355                676       595
  Sales and marketing            2,448     2,412              4,375     4,960
  General and administrative     1,677     2,599              3,494     3,841
  Amortization and depreciation    779       752              1,541     1,920
  Unusual charges                  -       1,077              2,075     1,077
                                 -----     -----              -----     -----
                                 6,508     8,804             14,777    15,850
                                 -----     -----             ------    ------

NET LOSS FROM OPERATIONS        (2,786)   (5,194)            (6,946)   (8,132)
                                ------    ------             ------    ------ 

OTHER INCOME/(EXPENSE):
 Non-cash interest charge on 
     convertible debt           (1,920)      -               (2,180)     -
                                ------   -------             -------  -------       

NET LOSS                       $(4,706)  $(5,194)           $(9,126)  $(8,132)
                               =======   =======            =======   ======= 
                               

NET LOSS PER SHARE              $(0.07)   $(0.12)            $(0.15)  $ (0.20)
                                ======    ======             ======   ======= 

WTD. AVG.COMMON SHARES 
     OUTSTANDING                65,136    43,082             61,642    39,785
                                ======    ======             ======    ======


            See Notes to Condensed Consolidated Financial Statements.
</TABLE>


<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                        For the Six Months Ended June 30,
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                          1996       1995
                                                                          ----       ----      
<S>                                                                     <C>        <C> 
OPERATING ACTIVITIES:                                  
Net loss ............................................................   $(9,126)   $(8,132)
Adjustments to reconcile net loss to net cash
  used in operating activities:
    Depreciation and amortization:
          Software costs ............................................       729        935
          Property and equipment ....................................       336        319
          Excess of cost over fair value of net assets acquired .....       472        683
          Other .....................................................         4        -
     Common stock issued for services ...............................       305        815
     Non-cash unusual charges .......................................     2,000      1,077
     Non-cash interest charge for discount on convertible debt ......     2,180        -
Changes in operating assets and liabilities:
     Accounts receivable ............................................        94        232
     Installment accounts receivable, due after one year ............      (944)       -
     Inventories ....................................................        54        (13)
         Prepaid expenses and other current assets ..................      (108)       156
     Other assets ...................................................      (243)        29
     Deferred revenue ...............................................       192       (211)
    Accounts payable and other accrued expenses .....................     1,561         (9)
                                                                          -----         -- 
                              Net cash used in operating activities .    (2,494)    (4,119)
                                                                         ------     ------ 
INVESTING ACTIVITIES:
     Capital expenditures ...........................................      (204)      (360)
     Additional consideration for Softworks acquisition .............      (269)      (200)
     Proceeds from the sale of technology ...........................       250        -
     Capitalization of software development costs ...................      (218)      (585)
     Net change in advances to officers .............................       (82)      (288)
                                                                            ---       ---- 
                            Net cash used in investing activities ...      (523)    (1,433)
                                                                           ----     ------ 
FINANCING ACTIVITIES:
    Net proceeds from sales of common stock and options and
     convertible debentures .........................................     9,201      8,431
    Other loans payable .............................................       -          102
    Net change in long term debt ....................................      (186)        32
                                                                           ----         --
                            Net cash provided by financing activities     9,015      8,565
                                                                          -----      -----
INCREASE  IN CASH AND CASH EQUIVALENTS ..............................     5,998      3,013
CASH AND CASH EQUIVALENTS, beginning of period ......................       579        501
                                                                            ---        ---
CASH AND CASH EQUIVALENTS, end of period ............................   $ 6,577    $ 3,514
                                                                        =======    =======
                                                                        
        See Notes to Condensed Consolidated Financial Statements
</TABLE>


<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
            For the Three and Six Months Ended June 30, 1996 and 1995

1. INTERIM FINANCIAL INFORMATION

The condensed  consolidated balance sheet as of June 30, 1996, and the condensed
consolidated  statements of  operations  for the three and six months ended June
30, 1996,  and 1995,  and cash flows for the six months ended June 30, 1996, and
1995, have been prepared by the Company without audit.  These interim  financial
statements  include  all  adjustments,   consisting  only  of  normal  recurring
accruals,  which management  considers  necessary for a fair presentation of the
financial  statements for the above  periods.  The results of operations for the
three and six months  ended June 30, 1996,  are not  necessarily  indicative  of
results that may be expected for any other interim periods or for the full year.
These condensed  consolidated financial statements should be read in conjunction
with the consolidated  financial statements and notes thereto for the year ended
December 31, 1995.  The  accounting  policies  used in preparing  the  condensed
consolidated  financial  statements are consistent  with those  described in the
December 31, 1995, consolidated financial statements.

2.     BUSINESS MATTERS AND LIQUIDITY

Computer Concepts Corp. and subsidiaries (the "Company") design, develop, market
and support  information  delivery software  products,  including  end-user data
access tools for use in personal  computer and client/server  environments,  and
systems management software products for corporate mainframe data centers.

The Company has incurred  consolidated  net losses of  $4,706,000  for the three
months ended June 30, 1996,  $9,126,000  for the six months ended June 30, 1996,
and cumulative  net losses of $59,529,000  through June 30, 1996. As of June 30,
1996, the Company's  current assets exceeded current  liabilities by $3,105,000.
Approximately  $753,000 of accounts  payable  were past due.  The Company is not
experiencing  difficulty in obtaining trade credit with customary terms from its
vendors.  The  Company  recorded  as an  unusual  charge in the March 31,  1996,
condensed  consolidated  financial statements,  $2,075,000 for a settlement of a
class action suit,  wherein  $2,000,000  worth of the Company's common stock was
placed in escrow and  $75,000  was paid in cash.  See Note 5.d to the  condensed
consolidated financial statements.  Further, the Company has recorded a non-cash
charge for discount on convertible debentures of $2,180,000. See Note 4.b to the
condensed consolidated  financial statements.  During the six month period ended
June 30,  1996,  net  cash  used in  operating  activities  totaled  $2,494,000,
consisting primarily of an operating net loss of $9,126,000, net of depreciation
and amortization of $1,541,000,  non cash unusual charges of $2,000,000,  common
stock  issued  for  services  of  $305,000,  non-cash  interest  charge  for the
amortization of the discount on convertible debentures of $2,180,000,  and a net
change in operating  assets and liabilities of $606,000.  In addition,  net cash
used in  investing  activities  of  $523,000  consisted  primarily  of  software
development  costs,  $218,000,  the  purchase  of fixed  assets,  $204,000,  and
additional   consideration   paid  in  connection   with  the  Softworks,   Inc.
acquisition,  $269,000,  offset  by the  proceeds  from  the  sale  of  software
technology, $250,000.

<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
            For the Three and Six Months Ended June 30, 1996 and 1995

2.     BUSINESS MATTERS AND LIQUIDITY (Continued)

 The Company does not maintain a credit facility with any financial institution.
These uses of cash have been  essentially  funded  through  the  issuance of the
Company's common stock as well as cash generated from Softworks,  Inc.  Although
the Company's  liquidity  position at June 30, 1996, has been adversely affected
by the  aforementioned  factors,  equity  placements  during the six months then
ended, have mitigated these factors.  During the six months ended June 30, 1996,
net  proceeds  from the sale of common  stock and options  were  $1,996,000.  In
addition, the Company received approximately  $7,205,000 (net of commissions and
fees)  from the sale of  convertible  debentures.  See Note 4b to the  condensed
consolidated financial statements.

Subsequent to June 30, 1996, the Company received approximately  $2,871,000 from
the sale of additional convertible  debentures.  The Company believes that these
additional  cash infusions will enable it to adequately  maintain its operations
at least through September 30, 1997. At August 9, 1996, the Company had cash and
cash equivalents of approximately $7,931,000 (unaudited).  Ultimately,  however,
positive  cash flows from  operations  will be necessary in order to curtail the
Company's reliance on equity placements.

To achieve  positive cash flows from  operations,  management  initiated  during
1995,  a  series  of cost  saving  measures,  some of  which  include,  wherever
possible,  reductions in staffing,  advertising,  the use of outside consultants
and marketing costs. The Company has continued these measures in 1996.  Further,
the Company has substantially  closed down its DBopen product line. During 1995,
the Company  significantly  curtailed the Superbase  operations,  and, in April,
1996,  ceased Superbase  operations by selling off this  technology.  During the
quarter  ended June 30,  1996,  the Company  was  awarded a three year  contract
wherein New York State may license the use of  d.b.Express  . During  1995,  the
Company entered into  development or license  agreements with Oracle,  IBM, Dell
Computers and Information  Builders,  Inc., and a sales and marketing  agreement
with Perot Systems  Corporation.  However during the second quarter of 1996, the
Company was advised that Dell Computers had  discontinued  the  distribution  of
d.b.Express  .  Subsequent  to June 30, 1996 the Company  announced  that it had
signed an agreement with the  Availability  Services branch of IBM, wherein they
will  market  the  Company's  d.b.Express  product  line.  The above  referenced
agreements and contract do not contain any sales commitments.

Management's plans continue to be centered on the successful exploitation of the
Company's  d.b.Express  product.  To date,  revenues  from  current  versions of
d.b.Express  from such agreements have been  insignificant.  Management  expects
that future revenues will support the carrying value of the capitalized software
development  costs  related  to  d.b.Express  of  $912,000  at  June  30,  1996.
Management  believes  that the  successful  implementation  of the  cost  saving
measures  and  the  planned  exploitation  of its  d.b.Express  technology  will
eventually enable the Company

<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
            For the Three and Six Months Ended June 30, 1996 and 1995


2.     BUSINESS MATTERS AND LIQUIDITY (Continued)

to achieve  positive cash flows from  operations.  The long-term  success of the
Company,  under its existing  business  plan,  is dependent  upon the  Company's
ability to generate material d.b.Express sales revenues.

During April,  1996,  the Company  signed an agreement to sell the technology of
its Superbase  subsidiary  for $450,000,  with $200,000 paid at closing and five
monthly   payments  of  $50,000,   commencing   June  10,  1996.  Such  proceeds
approximated the carrying value of the software costs. Certain liabilities as of
the closing remain the responsibility of the subsidiary.

The  Company  is  continuing  its  efforts  to  sell  one  of  its  wholly-owned
subsidiaries,  Maplinx, Inc.  ("Maplinx").  A previously signed Letter of Intent
expired  in  June,  1996.  The  expiration  thereof  does not  adversely  affect
Management's  ongoing  fair  value  analysis  of  the  carrying  value  of  this
subsidiary.  Financial information pertaining to this wholly-owned subsidiary as
of and for the six months ended June 30, 1996,  and as of and for the year ended
December 31, 1995, is summarized below:

<TABLE>
<CAPTION>

                              June 30, 1996       December 31, 1995
                              -------------       -----------------

<S>                          <C>                    <C>          
Current  Assets:             $   385,000             $   831,000
Total Assets:                    996,000               1,520,000
Current Liabilities:             898,000                 949,000
Total Liabilities:               908,000                 963,000
Net Assets:                       88,000                 557,000
Net  Revenues:                 1,101,000               3,780,000
Net Loss:                        469,000                 508,000

</TABLE>

There can be no assurances that the Company will be successful in its attempt to
sell the net assets of this wholly-owned subsidiary.

In connection with the 1993  acquisition of Softworks,  Inc.  ("Softworks")  the
Company  is  required  to  make  additional  contingent  purchase  consideration
payments to two of Softworks'  former  shareholders  based upon certain  product
revenues for the years 1995 through 1998,  up to a maximum of  $1,000,000  each,
for an aggregate  maximum of  $2,000,000.  Through  June 30,  1996,  the Company
incurred a  liability  of  $630,000,  (of which  $564,000  has been paid) to the
non-employee  former   shareholders,   which  has  been  treated  as  additional

<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
            For the Three and Six Months Ended June 30, 1996 and 1995

2.     BUSINESS MATTERS AND LIQUIDITY (Continued)

consideration in connection with the acquisition and, accordingly, included
in the  excess  of cost over the fair  value of net  assets  acquired,  as these
individuals did not continue in the employment of the Company  subsequent to the
acquisition. No other contingent payments have been made under the terms of this
agreement.

In June,  1994,  the Company  completed  the purchase of the  Superbase  product
technology and certain related assets from Software  Publishing Corp. ("SPC") in
exchange for  2,031,175  shares of the  Company's  restricted  stock,  valued at
approximately  $4,000,000,  and  $75,000  in  cash.  SPC  received  a  valuation
guarantee for the stock  issued,  and will be permitted to sell such stock in an
orderly  manner over a twelve month  period  following  registration,  which was
originally  required to be completed  before  December 31, 1994.  The  agreement
provided  that should such  registration  statement not be effective by December
31, 1994, SPC, at its option, could require the Company to repurchase the shares
issued for the amount of the valuation guarantee.

On January 19, 1995,  SPC and the Company  entered  into an extension  agreement
whereby the Company was given an extension to file the registration statement to
February 15, 1995. In exchange for that extension, the Company agreed to pay SPC
$560,000  (the  "Penalty  Amount"),  payable  $300,000 in cash in three  monthly
installments,  and $260,000 in additional shares of Company common stock.  These
additional shares also have a valuation guarantee.  As a result of the Company's
failure to meet the December 31, 1994,  registration  statement filing deadline,
the Company recorded the Penalty Amount as an unusual charge in the December 31,
1994, consolidated statement of operations. As of June 30, 1996, the Company has
paid  $100,000 of the required  $300,000  cash  penalty  amount.  The  extension
agreement included a provision that if the Company did not meet the February 15,
1995 deadline, and the registration was not completed by May 31, 1995, SPC would
be entitled to either of the following (at SPC's option):  (I) the payment of an
additional penalty payment equal to $638,400 payable equally in cash and Company
common  stock,  or (ii) the  repurchase  of the  shares as  provided  for in the
agreement.  The Company did not meet the May 31, 1995  requirement.  The Company
recorded an  additional  penalty of  $638,400  as an unusual  charge in the 1995
consolidated statement of operations.  In June, 1996 SPC initiated the sale of a
portion of its shares  pursuant to the Rule 144 provisions of the Securities Act
of 1933 and, further,  exercised its option for the penalty payment of $638,400.
SPC has  indicated  that it  believes  it has been  damaged  as a result  of the
further delay in effecting the  registration of its shares for which the Company
denies any  liability.  

The stock  issued to SPC  included  in the  accompanying  balance  sheet as
"Common  Stock  Subject to  Redemption"  is  classified as debt in the event the
Company is required to repurchase the shares at the guaranteed price.  Effective
June, 1996 as a result of SPC's election to receive the $638,400 penalty and the
sale of approximately 25% of its shares, a corresponding  portion of the "Common
Stock Subject to Redemption" has been reclassified to equity.

<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                        NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                                  (Unaudited)
                  For the Three and Six Months Ended June 30, 1996 and 1995

2. BUSINESS MATTERS AND LIQUIDITY (Continued)

In the event of a valid  exercise by SPC,  wherein the Company would be required
to repurchase the stock, it has received a firm commitment from a third party to
purchase,  at market value,  $2,000,000 of the holder's stock.  The Company is a
defendant in several  lawsuits and class action  claims as described in Note 5d.
Based on consultation  with legal counsel,  the Company and its officers believe
that meritorious  defenses exist regarding the lawsuits and claims, and they are
vigorously  defending against the allegations.  The Company is unable to predict
the ultimate  outcome of the claims,  which could have a material adverse effect
on the consolidated financial position and results of operations of the Company.
Accordingly,  except as expressly discussed herein, the financial  statements do
not reflect any adjustments that might result from the ultimate outcome of these
litigation matters. 3.  RECLASSIFICATIONS  Certain  reclassifications  have been
made to the 1995 financial statements to conform to the 1996 presentation.

4.     SHAREHOLDERS' EQUITY

a.     Authorized Common Shares

On March 20, 1996, the  shareholders of the Company  approved an increase in the
number of authorized common shares from 60,000,000 to 150,000,000 shares.

b.    Sales of Common Stock, convertible debentures and proceeds from of 
      stock options

During the six month period ended June 30, 1996, the Company  consummated  sales
of restricted common stock under various private placement agreements.  Proceeds
raised from these sales aggregated  $1,733,000,  net of offering commissions and
expenses  estimated to be $297,000.  A total of 1,015,000  shares were sold at a
price of $2.00  per  share.  Additionally,  approximately  $263,000  was  raised
through the  exercise of stock  options.  During the six month period ended June
30, 1996, the Company raised  approximately  $7,205,000  (net of commissions and
expenses of $795,000  through the sale of subordinated  convertible  debentures.
Such  debentures,  which  aggregate to the  principal  amount of  8,000,000  had
maturity dates ranging from April,  1997 to March,  1998,  and are  convertible,
into the restricted common stock of the Company at conversion rates ranging from
67.5% to 75.0% of the  prices  of the  Company's  common  stock  during  various
defined  periods.  In  connection  with this  discount,  SEC Staff  comments and
consistent with SEC observer  comments at the Emerging Issues Task Force meeting
on March 13, 1997 related to this topic,  the Company  recorded a deferred asset
of  $2,810,000  upon the receipt of the funds and is  amortizing  this  discount
amount over the period  commencing  on the date the  security  was issued to the
date it first becomes convertible.  Accordingly, the Company recorded a non-cash
interest charge related to these securities of $2,180,000.

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
            For the Three and Six Months Ended June 30, 1996 and 1995

4.     SHAREHOLDERS' EQUITY   (continued)

As of the initial filing date,  August 21, 1996,  $8,000,000 of the convertible
debentures had converted into an aggregate of 8,969,695  shares of the Company's
common stock and has, accordingly,  increased the Company's shareholders' equity
by an equal amount.

Subsequent to June 30, 1996, the Company received  approximately  $2,871,000 net
of  commissions  and  expenses  of  approximately  $429,000  from the sale of an
additional convertible debenture.

c.     Stock Option Plans

On March 20, 1996, the Company's  shareholders  approved the  termination of the
1993 Stock Option Plan (the "Employees' Plan"), the 1993 Directors, Officers and
Consultants  Stock  Option Plan (the "DOC  Plan"),  and the 1993 Prior  Services
Stock Option Plan (the "Prior Services Plan") and the adoption of the 1995 Stock
Incentive Plan (the "1995 Incentive Plan").  Further, the Company's shareholders
also  approved the Outside  Director  Stock Option Plan (the  "Director  Plan").
Directors  of the Company  who are not  full-time  employees  of the Company are
eligible to participate in the Director Plan.

5.     COMMITMENTS AND CONTINGENCIES

a.     Contingent Consideration

In  connection  with the 1993  acquisition  of  Softworks,  the  Company is
required to make additional  payments to two of Softworks' former  shareholders,
based upon certain  product  revenues for the years 1995 through  1998, up to an
aggregate maximum of $2,000,000.  $564,000,  treated for accounting  purposes as
additional consideration, has been paid thus far through June 30, 1996.

b.     Employment Agreements

The Company has entered  into  various  employment  agreements  with certain key
employees for base compensation  aggregating $690,000 per year. These agreements
expire at various times in 1996 and 1997 and would be automatically  renewed for
succeeding terms of one year unless the Company, or the employee,  gives written
notice.

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
            For the Three and Six Months Ended June 30, 1996 and 1995

5.     COMMITMENTS AND CONTINGENCIES (continued)

c.     Registration Statements/Restricted Securities

The  Company  has used  restricted  common  stock for the  purchase  of  certain
companies and has sold restricted  common stock in private  placements.  At June
30,  1996,  18,774,000  shares  of  restricted  common  stock  were  issued  and
outstanding,  exclusive  of  shares  which  may be  issued  in  connection  with
acquisition related valuation guarantees or stock related valuation  guarantees.
See Part II Item 5.

d.     Legal Matters

During May 1994, the Company and certain  officers  received  notification  that
they had been named as  defendants  in a class action claim  [Nicholas  Cosmas v
Computer  Concepts Corp., et al; United States District Court,  Eastern District
of New York]  alleging  violations  of certain  securities  laws with respect to
disclosures made regarding the Company's  acquisition of Softworks,  Inc. during
1993. Class  certification  was granted on February 6, 1995. The Company and its
officers  have  answered  the  complaint in the action,  denying all  wrongdoing
whatsoever  alleged,  and continue to deny all alleged  wrongdoing,  however, to
avoid further substantial  expense,  risk,  inconvenience and the distraction of
the litigation,  and to put to rest all  controversies  raised in the action,  a
settlement of the matter has tentatively been agreed upon, which, if approved by
the court, will result in payment of a settlement fund of shares of common stock
of the Company with a minimum value of $2,000,000 plus a cash payment of $75,000
for the benefit of the class and payment of Plaintiff's  counsel's legal fees as
approved  by the court.  The  Company  posted a charge to  earnings in the first
quarter of 1996 of $2,075,000 to reflect this proposed  settlement  and does not
anticipate any additional charge to earnings in regard to this matter.

In July, 1995, the Company received notice of an action alleging the Company had
not used its best efforts to register warrants to purchase 500,000 shares of the
Company's  common  stock  within 30 days  from  written  notice to the  Company,
pursuant to a financial consulting agreement. The Company has maintained that it
has always used, its best efforts to cause the registration of those warrants to
occur.   However,  to  avoid  the  expense  and  resolve  the  uncertainties  of
litigation,  the matter was originally  settled by including 385,000 warrants in
the  Company's  pending  registration  statement,  with the  balance  of 115,000
warrants being canceled. As the pending registration  statement became effective
on August 9, 1996, the Company believes this matter has been resolved,  however,
the  Company  is  unable  to  predict  the  ultimate  outcome  of this suit and,
accordingly,   no  adjustment  has  been  made  in  the  consolidated  financial
statements for any potential losses.

In July, 1995, the Company and certain officers received  notification that they
have been named as defendants in a class action claim in regard to announcements
and statements regarding the Company's business and products.  During August and
September, 1995, four additional, substantially identical, class

<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

            For the Three and Six Months Ended June 30, 1996 and 1995

5.        COMMITMENTS AND CONTINGENCIES (continued)

action  claims  were  made.  In  November,   1995,  the  five   complaints  were
consolidated into one action.  To date, no class action has been certified,  and
no damages have been  specified in any of these class  action  claims.  Based on
consultation  with legal  counsel,  the Company and its  officers  believe  that
meritorious  defenses  exist  regarding  the  claims  and  they  are  vigorously
defending against the allegations. The Company is unable to predict the ultimate
outcome of these  claims,  which  could have a  material  adverse  impact on the
consolidated  financial  position and results of operations of the Company,  and
accordingly, no adjustment has been made for any potential losses.

On June 11, 1996, the Company  received  notice of entry of a default  judgement
against it for $1,500,000 and specific performance to effect the registration of
common  stock held by Merit  Technology,  Inc. in a matter which the Company had
not been served or received notice of (In Re: Merit  Technology,  Inc.,  Debtor,
U.S.  Bankruptcy Court,  Eastern District of Texas).  The Company timely filed a
motion to set aside  the  default  judgement  based on the lack of  service  and
meritorious defenses and is vigorously defending the matter. On August 13, 1996,
the  default  judgement  was set aside by the  Court.  The  Company is unable to
predict  the  ultimate  outcome  of these  claims,  which  could have a material
adverse impact on the consolidated  financial position and results of operations
of the Company,  and accordingly,  no adjustment has been made for any potential
losses.

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


           For the Three and Six Months Ended June 30, 1996 and 1995

Results of Operations 
---------------------
Three and Six Months Ended June 30, 1996 Compared with June 30, 1995
----------------------------------------------------------------------

Revenues for the quarter ended June 30, 1996, were $3,722,000,  a $112,000 or 3%
increase over the comparable  period in 1995,  while revenues for the six months
ended June 30, 1996 of $7,831,000 were $113,000 or 1.5% over the prior year. For
the quarter ended June 30, 1996, net revenues increased at Softworks by $868,000
while  decreasing  at Maplinx by $834,000 as compared to the quarter  ended June
30, 1995.  Year to date  increases of  $1,730,000  and $56,000 at Softworks  and
Computer  Concepts  respectively,  were offset by  decreases of  $1,048,000  and
$256,000 at Maplinx and  Superbase,  (which ceased  operations in April,  1996 )
respectively.  The  increase in revenues at  Softworks  is due  primarily to the
release of new products and expanded sales and marketing  efforts.  The decrease
at Maplinx is principally due in large part to a delay in the release of its new
products. The closure of certain subsidiaries and product lines accounted for an
additional loss of revenues of approximately $357,000.

The cost of revenues and technical support decreased  $327,000 to $1,282,000 for
the quarter ended June 30, 1996,  as compared to  $1,609,000  for the prior year
quarter and by $841,000 to  $2,616,000  for the six months  ended June 30, 1996,
from $3,457,000 for the prior year six month period.  The principal  factors for
this decrease include the elimination of certain subsidiaries and product lines,
as well as various reductions in overhead.

Research and  development  costs  decreased  $33,000 to $322,000 for the quarter
ended June 30, 1996 from  $355,000  for the prior year  quarter,  and  increased
$81,000 to $676,000 for the six months ended June 30,  1996,  from  $595,000 for
the prior year six month period.  Substantially all development  activities were
devoted to further develop current product technologies.

Sales and  marketing  expenses  increased  for the quarter  ended June 30, 1996,
approximately  $36,000 from the first  quarter of the prior year  primarily as a
result of increased efforts to market  d.b.Express . However,  for the six month
period ended June 30, 1996,  expenses  decreased when compared to the six months
ended June 30, 1995 by $585,000.  The cumulative  decrease is primarily a result
of the elimination of certain subsidiaries and product lines.

General and administrative  costs decreased $922,000 to $1,677,000 for the three
months ended June 30, 1996,  when  compared to  $2,599,000  for the three months
ended June 30, 1995,  and $347,000 to  $3,494,000  for the six months ended June
30,1996 from  $3,841,000  for the six month ended June 30, 1995.  The  principal
factor  contributing  to the  decrease  has  been  the  elimination  of  certain
subsidiaries and product lines.

<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

            For the Three and Six Months Ended June 30, 1996 and 1995

Results of Operations (Continued)
---------------------------------
See  Notes 2 and 5.d to the  condensed  consolidated  financial  statements  for
discussions  relating to unusual  charges  incurred  during the six months ended
June 30, 1996.

See Note 4.b to the condensed  consolidated  financial statements for discussion
relating to the non-cash interest charge for discount on convertible debentures.

Financial Condition and Liquidity
---------------------------------
The Company has incurred  consolidated  net losses of  $4,706,000  for the three
months ended June 30, 1996,  $9,126,000  for the six months ended June 30, 1996,
and cumulative  net losses of $59,529,000  through June 30, 1996. As of June 30,
1996, the Company's  current assets exceeded current  liabilities by $3,105,000.
Approximately  $753,000 of accounts  payable  were past due.  The Company is not
experiencing  difficulty in obtaining trade credit with customary terms from its
vendors.  The  Company  recorded  as an  unusual  charge in the March 31,  1996,
condensed  consolidated  financial statements,  $2,075,000 for a settlement of a
class action suit,  wherein  $2,000,000  worth of the Company's common stock was
placed in escrow and  $75,000  was paid in cash.  See Note 5.d to the  condensed
consolidated financial statements.  Further, the Company has recorded a non-cash
charge for discount on convertible debentures of $2,180,000. See Note 4.b to the
condensed consolidated  financial statements.  During the six month period ended
June 30,  1996,  net  cash  used in  operating  activities  totaled  $2,494,000,
consisting primarily of an operating net loss of $9,126,000, net of depreciation
and amortization of $1,541,000,  non cash unusual charges of $2,000,000,  common
stock  issued  for  services  of  $305,000,  non-cash  interest  charge  for the
amortization of the discount on convertible debentures of $2,180,000,  and a net
change in operating  assets and liabilities of $606,000.  In addition,  net cash
used in  investing  activities  of  $523,000  consisted  primarily  of  software
development  costs,  $218,000,  the  purchase  of fixed  assets,  $204,000,  and
additional   consideration   paid  in  connection   with  the  Softworks,   Inc.
acquisition,  $269,000,  offset  by the  proceeds  from  the  sale  of  software
technology, $250,000.

The Company does not maintain a credit facility with any financial  institution.
These uses of cash have been  essentially  funded  through  the  issuance of the
Company's common stock as well as cash generated from Softworks,  Inc.  Although
the Company's  liquidity  position at June 30, 1996, has been adversely affected
by the  aforementioned  factors,  equity  placements  during the six months then
ended, have mitigated these factors.  During the six months ended June 30, 1996,
net  proceeds  from the sale of common  stock and options  were  $1,996,000.  In
addition, the Company received approximately  $7,205,000 (net of commissions and
fees)  from the sale of  convertible  debentures.  See Note 4b to the  condensed
consolidated financial statements.

Subsequent to June 30, 1996, the Company received approximately  $2,871,000 (net
of  commissions  and  expenses  of  approximately  $429,000  ) from  the sale of
additional  convertible  debentures.  The Company believes that these additional
cash  infusions  will enable it to adequately  maintain its  operations at least
through  September  30, 1997.  At August 9, 1996,  the Company had cash and cash
equivalents  of  approximately  $7,391,000  (unaudited).   Ultimately,  however,
positive cash flows from operations will be necessary in order to curtail the

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the Three and Six Months Ended June 30, 1996 and 1995
----------------------------------------------------------
Financial Condition and Liquidity (Continued)
---------------------------------
Company's reliance on equity placements.

To achieve  positive cash flows from  operations,  management  initiated  during
1995,  a  series  of cost  saving  measures,  some of  which  include,  wherever
possible,  reductions in staffing,  advertising,  the use of outside consultants
and marketing costs. The Company has continued these measures in 1996.  Further,
the Company has substantially  closed down its DBopen product line. During 1995,
the Company  significantly  curtailed the Superbase  operations,  and, in April,
1996,  ceased Superbase  operations by selling off this  technology.  During the
quarter  ended June 30,  1996,  the Company  was  awarded a three year  contract
wherein New York State may license the use of  d.b.Express  . During  1995,  the
Company entered into  development or license  agreements with Oracle,  IBM, Dell
Computers and Information  Builders,  Inc., and a sales and marketing  agreement
with Perot Systems Corporation.  However, during the second quarter of 1996, the
Company was advised that Dell Computers had  discontinued  the  distribution  of
d.b.Express  .  Subsequent  to June 30, 1996 the Company  announced  that it had
signed an agreement with the  Availability  Services branch of IBM, wherein they
will  market  the  Company's  d.b.Express  product  line.  The above  referenced
agreements and contract do not contain any sales commitments. 

Management's  plans continue to be centered on the successful  exploitation
of the Company's d.b.Express product. To date, revenues from current versions of
d.b.Express  from such agreements have been  insignificant.  Management  expects
that future revenues will support the carrying value of the capitalized software
development  costs  related  to  d.b.Express  of  $912,000  at  June  30,  1996.
Management  believes  that the  successful  implementation  of the  cost  saving
measures  and  the  planned  exploitation  of its  d.b.Express  technology  will
eventually  enable the Company to achieve  positive cash flows from  operations.
The  long-term  success of the Company,  under its existing  business  plan,  is
dependent  upon the Company's  ability to generate  material  d.b.Express  sales
revenues.

Softworks  sells  perpetual  and  fixed  term  licenses  for its  mainframe
products,  for  which  extended  payment  terms of three  to five  years  may be
offered.  In the case of  extended  term  payment  agreements,  the  customer is
contractually  bound to equal and annual fixed payments.  The first year of post
contract customer support (PCS) is bundled with standard license agreements.  In
cases of extended term license agreements,  PCS is bundled for the length of the
payment  term.  Thereafter,  in both  instances,  the  customer may purchase PCS
annually.  At June 30,  1996,  the amount of such future  receivables  extending
beyond one year was  approximately  $944,000,  and is  included  in  installment
accounts receivable-due after one year and deferred revenues.

During April,  1996,  the Company  signed an agreement to sell the technology of
its Superbase  subsidiary  for $450,000,  with $200,000 paid at closing and five
monthly   payments  of  $50,000,   commencing   June  10,  1996.  Such  proceeds
approximated the carrying value of the software costs. Certain liabilities as of
the closing remain the responsibility of the subsidiary.

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION

                For the Three and Six Months Ended June 30, 1996

Item 1.  Legal Proceedings

See Note 5.d to the Condensed Consolidated Financial Statements.

Item 2.  Changes in Securities

Not applicable.

Item 3.  Defaults Upon Senior Securities

Not applicable.

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

Not Applicable

Item 5.  Other Information

A registration  statement  covering  30,830,325  shares of the Company's  common
stock  (16,524,776  outstanding  shares  and  14,305,549  shares  issuable  upon
exercise of  outstanding  options or  warrants)  was  declared  effective by the
Securities  and  Exchange  Commission  on August 9,  1996.  As the  registration
statement covers securities previously issued by the Company, the sale of shares
by selling stockholders covered by the registration statement will not result in
proceeds to the Company.  The Company may receive  proceeds from the exercise of
outstanding  options  or  warrants,  when and if such  options or  warrants  are
exercised,  which may result in receipt  by the  Company of up to  approximately
$26,000,000,  however,  there  is no  assurance  all or any  of the  options  or
warrants will ever be exercised.

Item 6. Exhibits and Reports on Form 8-K 

Not applicable.


<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION

            For the Three and Six Months Ended June 30, 1996 and 1995


                                   SIGNATURES

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, there unto duly authorized.

COMPUTER CONCEPTS CORP.

/s/ Daniel DelGiorno, Sr.
-------------------------
Daniel DelGiorno Sr.       Chief Executive Officer,      May 15, 1997
                           Director


/s/ George Aronson
-------------------------
George Aronson             Chief Financial Officer       May 15, 1997