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

(Mark One)


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


                For the quarterly period ended September 30, 1997
                                       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 November  12,
1997 was:126,683,670.


<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                                      INDEX
<TABLE>
<CAPTION>


PART I -  FINANCIAL INFORMATION                               Page

<S>                                                            <C>
  Condensed Consolidated Balance Sheets
  as of September 30, 1997 and December 31, 1996                1

  Condensed Consolidated Statements of Operations
  For the Three and Nine Months Ended September 30, 
  1997 and 1996                                                 2

  Condensed Consolidated Statements of Cash Flows
  For the Nine Months Ended September 30, 1997 and 1996         3

  Notes to Condensed Consolidated Financial Statements          4 - 8

  Management s Discussion and Analysis of Financial
  Condition and Results of Operations                           9 - 12


PART II - OTHER INFORMATION

  Item 1. Legal Proceedings                                     13
  Item 2. Changes in Securities                                 13
  Item 3. Defaults Upon Senior Securities                       13
  Item 4. Submission of Matters to a Vote of Security Holders   13
  Item 5. Other Information                                     13
  Item 6. Exhibits and Reports on Form 8-K                      13
  Signatures                                                    14

</TABLE>

<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                 as of September 30, 1997 and December 31, 1996
                        (in thousands, except share data)
<TABLE>
<CAPTION>
                                        September 30,        December 31,
                 ASSETS                     1997                 1996
                                            ----                 ---- 
                                         (Unaudited)
CURRENT ASSETS:
<S>                                       <C>                  <C>    
  Cash and cash equivalents               $ 3,600              $ 5,675
  Accounts receivable, net of 
    allowance for doubtful 
    accounts of $350 and $693 in 
    1997 and 1996, respectively            13,065                9,044
  Advances to  officers                       861                  682
  Inventories                                  -                    29
  Prepaid expenses and other 
     current assets                         1,395                1,036
                                           ------               ------   
      Total current assets                 18,921               16,466

INSTALLMENT ACCOUNTS RECEIVABLE, 
     due after one year                     6,980                3,714

PROPERTY AND EQUIPMENT, net                 2,059                1,605

SOFTWARE COSTS,  net                          993                  949

EXCESS OF COST OVER FAIR VALUE OF 
    NET ASSETS ACQUIRED, net of
    accumulated amortization  
    of $2,279  and $2,628 in 
    1997 and 1996, respectively             4,614                4,683

OTHER ASSETS                                  170                  254
                                         --------             --------
                                         $ 33,737             $ 27,671
                                         ========             ========
 
                       LIABILITIES AND SHAREHOLDERS EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued 
     expenses                            $ 5,936              $  4,227
   Current portion of long- term debt        453                   458
   Deferred revenues                      11,198                 8,972
                                         -------               ------- 
     Total current liabilities            17,587                13,657

DEFERRED REVENUES                          7,373                 3,964

LONG-TERM DEBT                               280                   526

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS  EQUITY:
   Common stock, $.0001 par value; 
   150,000,000 shares authorized; 
   125,535,000 shares in 1997 
   and 101,335,000 shares in 1996 
   issued and outstanding                     13                   10

   Additional paid-in capital             90,839               78,870
   Accumulated deficit                   (82,355)             (69,356)
                                        --------             -------- 
     Total shareholders  equity            8,497                9,524
                                        --------             --------
                                        $ 33,737             $ 27,671
                                        ========             ======== 
</TABLE>
            See Notes to Condensed Consolidated Financial Statements.

<PAGE>

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

<TABLE>
<CAPTION>
                                     Three Months Ended       Nine Months Ended
                                        September 30,            September 30,
                                
                                     1997         1996         1997        1996
                                     ----         ----         ----        ---- 

<S>                                 <C>          <C>         <C>         <C>    
REVENUES:                           $6,657       $4,313      $19,931     $12,144
                                    ------       ------      -------     -------   
COSTS AND EXPENSES:
  Cost of revenues and 
     technical support               1,825        1,354        7,046       3,971
  Research and development           1,254          328        2,905       1,004
  Sales and marketing                5,744        2,539       12,821       6,913
  General and administrative         2,413        1,621        7,119       5,115
  Amortization and depreciation        606          798        1,714       2,340
  Unusual charges                       -            -           850       2,075
                                    ------       ------       ------      ------  
                                    11,842        6,640       32,455      21,418
                                    ------       ------       ------      ------

LOSS FROM OPERATIONS                (5,185)      (2,327)     (12,524)     (9,274)

OTHER INCOME/(EXPENSE):
  Gain on sale of net assets  
     of subsidiary                     813          -            813         -

   Interest charge pertaining 
     to the discount
     on convertible debentures        (408)        (630)      (1,288)     (2,810)
                                    ------        ------      ------      ------
NET LOSS                           $(4,780)     $(2,957)    $(12,999)   $(12,084)
                                    ======        ------      ======      ======   
NET LOSS PER SHARE                $  (0.04)     $ (0.04)     $ (0.12)    $ (0.18)
                                    ======        ======      ======      ======   

WEIGHTED AVERAGE COMMON SHARES  
     OUTSTANDING                   117,451       73,982      106,897      66,052
                                   =======       ======      =======     =======           
</TABLE>

       See Notes to Condensed Consolidated Financial Statements.

<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                     For the Nine Months Ended September 30,
                                 (in thousands)
<TABLE>
<CAPTION>
                                       1997                   1996
  <S>                                  <C>                  <C>
OPERATING ACTIVITIES:  
Net loss                            $(12,999)             $(12,084)
Adjustments to reconcile 
   net loss to net cash used in 
   operating activities: 
 Depreciation and amortization:
   Software costs                        480                 1,090
   Property and equipment                668                   531
   Excess of cost over fair 
     value of net assets acquired        552                   712
   Other                                   5                     7
   Common stock and options issued 
     for services                      3,766                   787
   Gain on sale of net assets of 
     subsidiary                         (813)                   -
   Non-cash interest charge  
     pertaining to the discount on
     convertible debentures            1,288                 2,810      
   Non-cash unusual charges              500                 2,000
   Bad debts                              61                    -
Changes in operating assets and 
     liabilities:
     Accounts receivable              (4,235)               (1,455)
     Installment accounts receivable, 
       due after one year             (3,266)               (1,789)
     Inventories                          10                    47
     Prepaid expenses and other 
       current assets                   (134)                 (658)
     Other assets                         81                  (313)
     Deferred revenues                 5,653                 3,381
    Accounts payable and 
       other accrued expenses          2,502                   599
                                      ------                ------  
       Net cash used in operating 
          activities                  (5,872)               (4,335)
                                      ------                ------  
INVESTING ACTIVITIES:
     Capital expenditures             (1,164)                 (533)
     Additional consideration 
          for Softworks acquisition     (486)                 (368)
     Proceeds from the sale of 
          technology                     -                     350
     Proceeds from the sale of 
          net assets of subsidiary       230                    -
     Capitalization of software 
          development costs             (525)                 (332)
     Net change in advances to 
          officers                      (179)                 (185)
                                      ------                ------  
       Net cash used in investing 
          activities                  (2,124)               (1,068)
                                      ------                ------  
FINANCING ACTIVITIES:
    Net proceeds from sales of 
          common stock, options  
          and convertible 
          debentures                   6,164                11,976
    Net change in long-term debt        (243)                 (233)
                                      ------                ------  
       Net cash provided by 
          financing activities         5,921                11,743
                                      ------                ------  
DECREASE (INCREASE)  IN CASH 
    AND CASH EQUIVALENTS              (2,075)                6,340
CASH AND CASH EQUIVALENTS, 
    beginning of period                5,675                   579
                                      ------                ------  
CASH AND CASH EQUIVALENTS, 
    end of period                     $3,600                $6,919
                                      ======                ======  
</TABLE>
            See Notes to Condensed Consolidated Financial Statements
<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
         For the Three and Nine Months Ended September 30, 1997 and 1996

       1.   INTERIM  FINANCIAL INFORMATION

     The condensed  consolidated balance sheet as of September 30, 1997, and the
condensed  consolidated  statements of operations  for the three and nine months
ended  September  30, 1997,  and 1996,  and cash flows for the nine months ended
September 30, 1997, and 1996,  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 nine months  ended  September  30,  1997,  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, 1996.  The  accounting  policies  used in preparing the
condensed  consolidated financial statements are consistent with those described
in the December 31, 1996, consolidated financial statements.

       2.   BASIS OF PRESENTATION

     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  recently  entered  into the  Information  Services / technology
infrastructure  service business.  The Company's  principal market is the United
States.  Overseas revenues are principally  generated from European subsidiaries
and distributors.

     The Company has  incurred  consolidated  net losses of  $4,780,000  for the
three months ended  September  30, 1997,  $12,999,000  for the nine months ended
September 30, 1997, and cumulative net losses of $82,355,000  through  September
30,  1997.  Further,  the  Company  has  incurred  consolidated  net  losses  of
$18,953,000,  $18,365,000  and  $12,207,000  during the years ended December 31,
1996,  1995, and 1994,  respectively.  For the nine month period ended September
30, 1997, net cash used in operating  activities was $5,872,000,  reflecting the
above net loss being offset by various  non-cash items and changes in assets and
liabilities described in the accompanying  condensed  consolidated  statement of
cash flows.  The Company's cash  requirements  were primarily  financed  through
current and prior year sales of  convertible  debentures,  sales of common stock
and funds generated from Softworks' operations.

     The  Company  does not  maintain  a  credit  facility  with  any  financial
institution.  The Company  has  continued  to incur  significant  expenses  with
respect to the development and marketing of its d.b.Express  product  technology
without generating any significant  revenues. As a result of continued operating
losses,  the use of  significant  cash in operations  and the lack of sufficient
funds to execute its business plan,  among other  matters,  there is substantial
doubt about the Company's ability to continue as a going concern. No adjustments
have been made with respect to the condensed  consolidated  financial statements
to record the results of the ultimate outcome of this uncertainty.

     Management's  plans to remain a going concern,  as more fully  described in
these notes,  require  additional  financing  until such time as sufficient cash
flows are generated from operations.  During the nine months ended September 30,
1997, the Company received  approximately  $3,865,000 (less commissions and fees
of  approximately  $484,000)  from  the  sale  of  convertible  debentures,  and
$3,000,000  (less  commissions  and fees of  $240,000)  from the sale of  common
stock. See Note 3.a. to the condensed consolidated financial statements.

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   (Unaudited) For the Three and Nine Months Ended September 30, 1997 and 1996

       2.   BASIS OF PRESENTATION (Continued)

     There  can be no  assurances  that  the  Company  will be  able  to  obtain
sufficient  financing to execute its business plan. The Company's primary source
of revenue continues to be derived from its Softworks  subsidiary.  Management's
plans to remain a going  concern rely upon  achieving  positive  cash flows from
operations  through  the  continued  growth  of  Softworks  and  the  successful
exploitation of the Company's d.b.Express product.  While to date, revenues from
d.b.Express have been  insignificant,  management  believes that its proprietary
software  technology  has  significant  potential in several  areas,  and solves
certain  significant  business  issues in the  telecommunications  and  internet
related markets.  In order to realize the potential of this product,  management
will need to  aggressively  pursue all  marketing  opportunities.  To date,  the
Company  has  incurred  significant  losses  (both cash  expenses  and  non-cash
expenses) as a result of the development and marketing of d.b.Express. There can
be no assurances that the Company will be successful in achieving  positive cash
flows from  operations  with  respect to the  d.b.Express  product.  The Company
continues to pursue license and development  agreements with various  companies.
While none of the Company's  existing  agreements or development  opportunities,
that relate to d.b.Express, provide sales commitments,  management believes that
the  successful  exploitation  of its  d.b.Express  technology,  as  well as the
continued  growth of Softworks,  will  eventually  enable the Company to achieve
positive  cash  flows  from  operations.   Unless  the  Company   determines  to
discontinue  its pursuit of d.b.Express  revenues  (which  requires  significant
financial resources), the Company will need to generate positive cash flows from
operations  from the sale of  d.b.Express  product  in  order  to  decrease  its
dependency on cash flows from  financing  activities and remain a going concern.
At November 10, 1997, the Company had cash and cash equivalents of approximately
$1,674,000.  Ultimately,  however,  positive cash flows from  operations will be
necessary in order to curtail the Company's reliance on equity placements.


       3.   SHAREHOLDERS' EQUITY

     a. Sales of Common Stock and Convertible Debentures

     During the quarter ended June 30, 1997,  the Company  raised  approximately
$3,865,000  (less  commissions and fees of approximately  $484,000)  through the
sale of non-interest  bearing  convertible  debentures.  These  debentures had a
maturity date in May, 1998, and were  convertible,  at the option of the holder,
commencing  45 days from the date of issue into  restricted  common stock of the
Company.  The  convertible  debentures  had an assured  discount of 25% from the
prices of the Company's common stock at 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 $1,288,000 upon the receipt of
the funds and amortized this discount  amount over the period  commencing on the
date  the  security  was  issued  to  the  date  it  first  became  convertible.
Accordingly,  the Company  recorded a non-cash  interest charge related to these
securities  of  $1,288,000.  During the quarter ended  September  30, 1997,  the
entire amount of the debentures,  $3,865,000, had converted into an aggregate of
11,982,343 shares of the Company's common stock and has, accordingly,  increased
the Company's shareholders' equity by an equal amount.

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
        For the Three and Nine Months Ended September 30, 1997 and 1996


       3.   SHAREHOLDERS' EQUITY (Continued)

     Additionally,  during the quarter  ended  September  30, 1997,  the Company
consummated  a sale of  restricted  common  stock under a private  placement  to
accredited  United States  investors under Regulation D. Proceeds from this sale
were  $3,000,000   (less   commissions  and  fees  of  $240,000).   A  total  of
approximately  4,615,000  shares  were  sold  at a price  of  $0.65  per  share.
Additional  shares may be  required  to be issued  under a  valuation  guarantee
should the closing bid price of the  Company's  common  stock,  as stated on The
Nasdaq SmallCap Market,  not exceed an average of $0.78 for any five consecutive
trading days during the thirty days immediately  following the effective date of
a Registration Statement.

     During  the nine  month  period  ended  September  30,  1997,  the  Company
consummated  sales of 85,250 shares of common stock  resulting from the exercise
of stock options. Proceeds raised from these sales aggregated $23,000.

     b. Stock Compensation Awards and Repricing of Options

     During the nine month period ended  September 30, 1997,  the Company issued
6,945,400   shares  of  common   stock,   6,145,400  of  which  are  subject  to
registration,  to officers,  employees and outside consultants. The shares had a
fair value (adjusted for the value of 2,000,000 canceled options) on the date of
issuance of approximately  $2,477,000 and,  accordingly,  the Company recorded a
non-cash compensation charge of approximately $2,477,000.  Further, 2,500,000 of
these shares are subject to forfeiture based upon specified Company  performance
criteria. Additionally, for the nine months ended September 30, 1997, in lieu of
cash compensation to various officers,  employees and consultants, the Company's
Board of Directors  authorized  a reduction  of the exercise  price of 3,915,000
outstanding  options to purchase the  Company's  common stock to prices  ranging
from  $0.01 to $1.00 per share.  The  options  originally  had  exercise  prices
ranging  from  $0.50 to $1.50  per  share.  Accordingly,  the  Company  recorded
non-cash   charges  of  approximately   $1,271,000  for  employee   compensation
(calculated  using the intrinsic  method) and  consulting  services  (calculated
using the fair value method). The Company also recorded a non-cash  compensation
charge of $18,000  for  options  granted to two key  employees  as part of their
employment contract agreements.

     c.  Subsequent Event

     During October,  1997, the Company issued  1,147,652  restricted  shares of
common stock to HPS America,  Inc. ("HPS") for settlement of product development
costs aggregating $860,739 owed to HPS and its affiliates. Additional shares may
be required to be issued  should the net proceeds  from the sale of these shares
not equal  $0.75 per  share.  In the event  the net  proceeds  exceed  the gross
valuation  amount,  $860,739,  then the  Company  shall be  entitled to either a
credit to be applied against  potential future HPS invoices or the return to the
Company of 75% of the excess  proceeds  (as  determined  by the per share  sales
price in excess of $.75).

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
         For the Three and Nine Months Ended September 30, 1997 and 1996



     4.  SALE OF NET ASSETS OF SUBSIDIARY

     In July,  1997,  the Company  completed a transaction  in which it sold all
rights to the underlying software  technologies of its Maplinx, Inc. subsidiary.
Further,  as part of the  transaction,  the  purchaser  acquired all of Maplinx'
current  assets  and  assumed  all  of  its  liabilities.  The  sales  price  of
approximately  $850,000 was adjusted (reduced) by the excess of Maplinx' current
liabilities  over current assets  (approximately  $380,000),  resulting in a net
sales price of $470,000. Approximately $235,000 was paid at closing, the balance
of $235,000 plus  interest is due six months from  closing.  As a result of this
transaction, the Company recognized a gain on the sale of net assets of $813,000
in the quarter ended September 30, 1997.


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 a
maximum of $1,000,000  each,  for an aggregate  maximum of  $2,000,000.  Through
September  30,  1997,  the  Company  has  incurred  an  aggregate  liability  of
$1,409,000,  (of which  $1,289,000  has been  paid) to the  non-employee  former
shareholders,  which has been treated as additional  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.

b.   Registration Statements/Restricted Securities

     The Company has used  restricted  common  stock for the purchase of certain
companies, has sold restricted common stock in private placements and has issued
restricted  common  stock as  compensation  to  employees  and  certain  outside
consultants. At September 30, 1997, 16,168,000 shares of restricted common stock
are issued and outstanding.

c.   Legal Matters

     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 action  claims were made.  In November,  1995,  the five  complaints  were
consolidated  into one action.  Plaintiffs  have moved to certify a class action
and the Company did not oppose the motion.  In July, 1997, in an effort to avoid
the  expense  of  and  resolve  the  uncertainty  of  litigation,   the  Company
tentatively  agreed to a Stipulation  and Agreement of Settlement  ("Stipulation
Agreement") of this class action.  The Company  continues to deny any wrongdoing
with  respect to this  action and seeks to settle to avoid  further  substantial

<PAGE>

                COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              (Unaudited)
       For the Three and Nine Months Ended September 30, 1997 and 1996


5.   COMMITMENTS AND CONTINGENCIES  (Continued)

expense,  inconvenience and risk. The plaintiff's counsel is presently providing
notice of the action and the proposed settlement to the class members. A hearing
is scheduled for December 12, 1997 ("Settlement  Hearing"),  at which time it is
contemplated  that the Court will enter a final order  approving  the  following
terms of the  settlement.  If approved,  the Company will deliver and place into
escrow  1,000,000  shares of its common  stock.  In the event  that the  average
closing bid price of the  Company's  common stock for the ten trading days prior
to the Settlement  Hearing is less than $0.50 per share,  the Company will issue
additional  shares,  determined by dividing $500,000 by the ten day average less
the shares  already placed into escrow.  Further,  the Company and its insurance
carrier will each deposit into escrow $350,000,  totaling  $700,000.  Based upon
the  Stipulation  Agreement,  the Company had recorded in the quarter ended June
30, 1997, an $850,000 Unusual Charge to earnings.

     d.   Software Distribution Agreement

     In July 1997,  the Company  acquired from  Cognizant  Technology  Solutions
Corporation ("CTS") the generally exclusive worldwide rights to two technologies
(the  "Technology")  that  complement  the Company's  existing Year 2000 product
solutions.  Pursuant to the software distribution agreement, in exchange for the
Technology  rights, the Company is required to pay CTS a royalty on sales of the
Technology  at defined  rates  subject to minimum  annual  royalties as follows:
$100,000 in 1997, $900,000 in 1998, $1,400,000 in 1999 and $400,000 in 2000.


<PAGE>

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

        For the Three and Nine Months Ended September 30, 1997 and 1996

Business Description
--------------------

     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  recently  entered  into the  Information  Services / technology
infrastructure  service business.  The Company's  principal market is the United
States.  Overseas revenues are principally  generated from European subsidiaries
and distributors.

     The Company  currently  consists of three operating units or product lines:
d.b.Express,  Softworks,  and a newly formed business unit. d.b.Express provides
businesses  with  a  simple,  fast,  low-cost  method  of  finding,  organizing,
analyzing and using information  contained in databases through a visually-based
proprietary  software  tool.  Softworks  provides  systems  management  software
products  that  optimize   mainframe   system   performance,   reduce   hardware
expenditures,   and  enhance  the  reliability  and  availability  of  the  data
processing environment.  Products marketed by Softworks include technology which
addresses  the year 2000  problem.  During the nine months ended  September  30,
1997, the Company commenced  operations of a new business unit which is designed
to provide a wide array of  information  technology,  support and services.  The
Company has employed an individual,  formerly with I.B.M.,  having  expertise in
this field and intends to capitalize on his  experience  and competency in order
to create a unique,  single  management  infrastructure  to support an extensive
selection of services and vendors.  The  Company's  new business line will offer
solutions,  support,  and  strategies to solve various  business  crises in such
areas as: network determinations,  help desk applications,  wiring/cabling,  LAN
connections,  moves/adds/changes,  and  project  management.  Additionally,  the
Company will oversee new  installations  as well as offering  on-site  component
repair.  The method of revenue  recognition  will be dependent upon the type and
manner of service provided.

Results of Operations
---------------------

Three and Nine Months Ended September 30, 1997 Compared with September 30, 1996
-------------------------------------------------------------------------------

     Revenues for the quarter ended  September  30, 1997,  were  $6,657,000,  an
increase of $2,344,000  over revenues for the quarter ended  September 30, 1996,
while for the nine months ended September 30, 1997, and 1996, revenues increased
$7,787,000 from $12,144,000 to $19,931,000.  For the quarter ended September 30,
1997,  net revenues  increased at Softworks by  $2,816,000,  while  decreases in
revenues of $472,000 resulted primarily from the closure of certain subsidiaries
and product  lines.  Year to date  increases of  $7,138,000  and  $1,432,000  at
Softworks  and  Computer  Concepts  respectively,  were offset by  decreases  of
$783,000  from the  closure of  certain  subsidiaries  and  product  lines.  The
increase  in  revenues  at  Softworks  is due  primarily  to the  release of new
products  and expanded  sales and  marketing  efforts.  The increase at Computer
Concepts  is  principally  due to the  revenues  generated  from its new special
services division.

     The cost of revenues and technical support increased $471,000 to $1,825,000
for the quarter ended  September  30, 1997,  as compared to  $1,354,000  for the
prior year quarter and by  $3,075,000  to  $7,046,000  for the nine months ended
September 30, 1997,  from  $3,971,000 for the prior year nine month period.  The
principal  factors for these increases  include the release of new product lines
and added technical  support for the additional  sales at Softworks at Softworks
as well as the  costs  associated  with the new  special  services  division  at
Computer Concepts.
<PAGE>

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

         For the Three and Nine Months Ended September 30, 1997 and 1996

Three and Nine Months Ended  September 30, 1997 Compared with September 30,
1996 (Continued)

     Research and  development  costs  increased  $926,000 to $1,254,000 for the
quarter ended September 30, 1997 from, $328,000 for the prior year quarter,  and
increased $1,901,000 to $2,905,000 for the nine months ended September 30, 1997,
from  $1,004,000  for the prior  year nine month  period.  R&D  activities  were
devoted  to  further  develop  current  product  technologies,  as  well  as the
development of technologies pertaining to the Year 2000 problem.

     Sales and marketing  expenses  increased  approximately  $3,205,000 for the
quarter ended  September 30, 1997, to $5,744,000  from  $2,539,000 for the prior
year.  This  increase is primarily  due to Softworks'  domestic  expansion,  the
creation of additional international  subsidiaries and its efforts to market and
promote Year 2000  technologies.  Additional  expenses incurred were a result of
increased  efforts to market d.b.Express TM.  For the nine month  period  ended
September 30, 1997,  expenses  increased  when compared to the nine months ended
September  30, 1996 by  $5,908,000, primarily due to factors mentioned above.

     General and  administrative  costs increased $792,000 to $2,413,000 for the
three months ended  September  30, 1997,  when  compared to  $1,621,000  for the
quarter ended  September 30, 1996,  and by $2,004,000 to $7,119,000 for the nine
months ended  September  30,1997 from $5,115,000 for the nine month period ended
September 30, 1996. The principal  factors  contributing  to these increases has
been the additional  overhead  costs  associated  with the increased  efforts to
market d.b.Express and technologies associated with the Year 2000 problem, along
with  non-cash  compensation  awards  made to certain  officers,  employees  and
consultants.

     See Note  3.a.  to the  condensed  consolidated  financial  statements  for
discussion  relating to the non-cash  interest charge pertaining to the discount
on convertible debentures.

     See  Note  5.c to  the  condensed  consolidated  financial  statements  for
discussion relating to the unusual charges incurred during the nine months ended
September 30, 1997. For the quarter ended March 31, 1996,  the Company  recorded
an unusual  charge to earnings of  $2,075,000  as a result of a settlement  of a
class action suit.


Financial Condition and Liquidity

     The Company has  incurred  consolidated  net losses of  $4,780,000  for the
three months ended  September  30, 1997,  $12,999,000  for the nine months ended
September 30, 1997, and cumulative net losses of $82,355,000  through  September
30,  1997.  Further,  the  Company  has  incurred  consolidated  net  losses  of
$18,953,000,  $18,365,000  and  $12,207,000  during the years ended December 31,
1996,  1995, and 1994,  respectively.  For the nine month period ended September
30, 1997, net cash used in operating  activities  was $5,872,000  reflecting the
above net loss being offset by various  non-cash items and changes in assets and
liabilities described in the accompanying  condensed  consolidated  statement of
cash flows.  The Company's cash  requirements  were primarily  financed  through
current and prior year sales of  convertible  debentures,  sales of common stock
and funds generated from Softworks' operations.

     The  Company  does not  maintain  a  credit  facility  with  any  financial
institution.  The Company  has  continued  to incur  significant  expenses  with
respect to the development and marketing of its d.b.Express  product  technology
without generating any significant  revenues. As a result of continued operating
losses,  the use of  significant  cash in operations  and the lack of sufficient
funds to execute its business plan,  among other  matters,  there is substantial
doubt about the Company's ability to continue as a going concern. No adjustments
have been made with respect to the condensed  consolidated  financial statements
to record the  results of the  ultimate  outcome of this  uncertainty. 

<PAGE>


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

         For the Three and Nine Months Ended September 30, 1997 and 1996


Financial Condition and Liquidity (Continued)

     Management's  plans to remain a going concern,  as more fully  described in
these notes,  require  additional  financing  until such time as sufficient cash
flows are generated from operations.  During the nine months ended September 30,
1997, the Company received  approximately  $3,865,000 (less commissions and fees
of $484,000)  from the sale of  convertible  debentures,  and  $3,000,000  (less
commissions  and fees of $240,000) from the sale of common stock.  See Note 3.a.
to the condensed consolidated financial statements.

     There  can be no  assurances  that  the  Company  will be  able  to  obtain
sufficient  financing to execute its business plan. The Company's primary source
of revenue continues to be derived from its Softworks  subsidiary.  Management's
plans to remain a going  concern rely upon  achieving  positive  cash flows from
operations  through  the  continued  growth  of  Softworks  and  the  successful
exploitation of the Company's d.b.Express product.  While to date, revenues from
d.b.Express have been  insignificant,  management  believes that its proprietary
software  technology  has  significant  potential in several  areas,  and solves
certain  significant  business  issues in the  telecommunications  and  internet
related markets.  In order to realize the potential of this product,  management
will need to  aggressively  pursue all  marketing  opportunities.  To date,  the
Company  has  incurred  significant  losses  (both cash  expenses  and  non-cash
expenses) as a result of the development and marketing of d.b.Express. There can
be no assurances that the Company will be successful in achieving  positive cash
flows from  operations  with  respect to the  d.b.Express  product.  The Company
continues to pursue license and development  agreements with various  companies.
While none of the Company's  existing  agreements or development  opportunities,
that relate to d.b.Express, provide sales commitments,  management believes that
the  successful  exploitation  of its  d.b.Express  technology,  as  well as the
continued  growth of Softworks,  will  eventually  enable the Company to achieve
positive  cash  flows  from  operations.   Unless  the  Company   determines  to
discontinue  its pursuit of d.b.Express  revenues  (which  requires  significant
financial resources), the Company will need to generate positive cash flows from
operations  from the sale of  d.b.Express  product  in  order  to  decrease  its
dependency on cash flows from  financing  activities and remain a going concern.
At November 10, 1997, the Company had cash and cash equivalents of approximately
$1,674,000.  Ultimately,  however,  positive cash flows from  operations will be
necessary in order to curtail the Company's reliance on equity placements.

     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 a
maximum of $1,000,000  each,  for an aggregate  maximum of  $2,000,000.  Through
September  30,  1997,  the  Company  has  incurred  an  aggregate  liability  of
$1,409,000,  (of which  $1,289,000  has been  paid) to the  non-employee  former
shareholders,  which has been treated as additional  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 July,  1997,  the Company  completed a transaction  in which it sold all
rights to the underlying software  technologies of its Maplinx, Inc. subsidiary.
Further,  as part of the  transaction,  the  purchaser  acquired all of Maplinx'
current  assets  and  assumed  all  of  its  liabilities.  The  sales  price  of
approximately  $850,000 was adjusted (reduced) by the excess of Maplinx' current
liabilities  over current assets  (approximately  $380,000),  resulting in a net
sales price of $470,000. Approximately $235,000 was paid at closing, the balance
of $235,000 plus  interest is due six months from  closing.  As a result of this
transaction, the Company recognized a gain on the sale of net assets of $813,000
in the quarter ended September 30, 1997.

<PAGE>

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

         For the Three and Nine Months Ended September 30, 1997 and 1996

Financial Condition and Liquidity (Continued)

     The Company is a defendant in several  lawsuits  and class  action  claims.
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.

     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  payment  term  agreements,  the  customer is
contractually  bound to equal  annual  fixed  payments.  The first  year of post
contract customer support (PCS) is bundled with standard license agreements. In
the case of extended payment term  agreements,  PCS is bundled for the length of
the payment term. Thereafter,  in both instances,  the customer may purchase PCS
annually. At September 30, 1997, the amount of such future receivables extending
beyond one year was  approximately  $6,980,000,  and is included in  installment
accounts receivable, due after one year and deferred revenues.


<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION

    For the Three and Nine Months Ended September 30, 1997 and 1996


Item 1.  Legal Proceedings
 See Note 5.c. 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
 Not Applicable

Item 6. Exhibits and Reports on Form 8-K The Company  filed the  following  Form
8-Ks:

  May 23, 1997    Item 9 - Sale of equity securities pursuant to Regulation S
  May 29, 1997    Item 4 - Dismissal of  independent auditors
  June 3, 1997    Item 4 - Engagement of new independent auditors.



<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                          PART II - OTHER INFORMATION
        For the Three and Nine Months Ended September 30, 1997 and 1996

                         
                                   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,      November 14, 1997 
                                Director


/s/ George Aronson
George Aronson             Chief Financial Officer       November 14, 1997