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 June 30, 2000
                                       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           (631) 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 14, 2000
was: 21,931,766.
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                                     INDEX

PART I   FINANCIAL INFORMATION                                              Page

  Condensed  Consolidated  Balance Sheets as of June 30, 2000 and
   December 31, 1999 . . . . . . . . . . . . . . . . . . . . . . . . .         3

  Condensed Consolidated Statements of Operations and Comprehensive
   Income For the Three and Six Months Ended June 30, 2000 and 1999. .         4

  Condensed Consolidated Statements of Cash Flows
   For the Six Months ended June 30, 2000 and 1999 . . . . . . . . . .         5

  Notes to Condensed Consolidated Financial Statements . . . . . . . .    6 - 15

  Management's Discussion and Analysis of Financial Condition and
   Results of Operations . . . . . . . . . . . . . . . . . . . . . . .   16 - 21


PART II   OTHER INFORMATION

  Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . .        22

  Item 2. Changes in Securities. . . . . . . . . . . . . . . . . . . .        22

  Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . . .        22

  Item 4.  Submission of Matters to a Vote of Security Holders . . . .        22

  Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . .        22

  Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . .        22

  Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        23
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                   AS OF JUNE 30, 2000 AND DECEMBER 31, 1999
                       (in thousands, except share data)

<TABLE>
<CAPTION>
                                                               June 30,      December 31,
                                                                 2000           1999
                                                              -----------    ------------
                                                              (Unaudited)

  <S>                                                         <C>               <C>
  ASSETS
  Current assets
     Cash and cash equivalents                                $ 2,453           $ 1,852
     Accounts receivable, net of allowance for sales returns
       and doubtful accounts of $8 and $493 in 2000 and 1999,
       respectively                                               196               443
     Investment in Softworks, held for sale                        -             10,329
     Assets held for sale - ComputerCOP                            -              3,876
     Deferred tax assets, current                                  -              9,197
     Advances to officers                                          -              1,822
     Prepaid expenses and other current assets                    619               865
     Investment in NetWolves Corporation                       18,867               -
     Cash held in escrow                                       10,072               -
                                                              -------           -------
        Total current assets                                   32,207            28,384

  Property and equipment, net                                   1,452             1,345
  Other assets                                                    343               295
                                                              -------           -------
                                                              $34,002           $30,024
                                                              =======           =======
  LIABILITIES AND SHAREHOLDERS' EQUITY

  Current liabilities
     Accounts payable and accrued expenses                    $ 1,554           $ 5,446
     Restructuring costs payable, current portion               2,725               -
     Deferred maintenance revenue                                  21                42
     Income taxes payable                                       3,265                50
                                                              -------           -------
        Total current liabilities                               7,565             5,538

  Restructuring costs payable, long-term                        1,153               -
                                                              -------           -------
        Total liabilities                                       8,718             5,538
                                                              -------           -------
  Commitments and contingencies

  Shareholders' equity
     Common stock, $.0001 par value; 150,000,000 shares
       authorized; 21,931,766 and 20,765,825 shares issued
       in 2000 and 1999, respectively; and 21,931,766 and
       20,529,245 shares outstanding in 2000 and 1999,
       respectively                                                 2                 2
     Additional paid-in capital                               103,276           102,868
     Unearned compensation                                       (199)              -
     Accumulated deficit                                      (58,920)          (77,766)
     Accumulated other comprehensive loss                     (18,875)             (225)
                                                              -------           -------
                                                               25,284            24,879
     Common stock in treasury, at cost  - 236,580 shares          -                (393)
                                                              -------           -------
        Total shareholders' equity                             25,284            24,486
                                                              -------           -------
                                                              $34,002           $30,024
                                                              =======           =======
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                       3
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED STATEMENTS OF
                      OPERATIONS AND COMPREHENSIVE INCOME
                                  (Unaudited)
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                     (in thousands, except per share data)
<TABLE>
<CAPTION>
                                              Three Months Ended        Six Months Ended
                                              ------------------        ----------------
                                                    June 30,                 June 30,
                                                    --------                 --------
                                              2000         1999        2000           1999
                                              ----         ----        ----           ----
<S>                                         <C>          <C>          <C>           <C>
Revenue
   Software licenses, net                   $   -        $   218      $    35         $ 6,940
   Maintenance                                   11           10           21           3,549
   Professional services                        489        9,417          970          13,124
                                            -------      -------      -------         -------
                                                500        9,645        1,026          23,613
                                            -------      -------      -------         -------
Cost of revenue
   Software licenses, net                       -             42           11             277
   Maintenance                                  -            -            -               548
   Professional services                         80        8,573          182          11,816
                                            -------      -------      -------         -------
                                                 80        8,615          193          12,641
                                            -------      -------      -------         -------
Gross margin                                    420        1,030          833          10,972
                                            -------      -------      -------         -------
Operating expenses
   Research and development                     479        1,432        3,499           5,745
   Sales and marketing                          351        3,121        3,643          11,401
   General and administrative                   597        1,726        3,870           4,641
   Amortization and depreciation                225          995          434           2,679
   Non-recurring restructuring charge           192          -         15,005             -
                                            -------      -------      -------         -------
                                              1,844        7,274       26,451          24,466
                                            -------      -------      -------         -------
Operating loss                               (1,424)      (6,244)     (25,618)        (13,494)

Other income (expenses)
   Gain on sale of Softworks                    -         14,410       47,813          16,441
   Gain on sale of ComputerCOP
      assets held for sale                      -            -          8,534             -
   Interest income (expense), net               212           27          544              16
   Equity in loss of Softworks                  -           (125)         -              (125)
   Minority interest in earnings of
      Softworks                                 -            -            -               (46)
                                            -------      -------      -------         -------
Income (loss) before (provision for)
      benefit from income taxes              (1,212)       8,068       31,273           2,792
(Provision for) benefit from income
      taxes                                     385          -        (12,427)            (75)
                                            -------      -------      -------         -------
Net income (loss)                           $  (827)     $ 8,068      $18,846         $ 2,717
                                            =======      =======      =======         =======
Other comprehensive (loss) income
   Unrealized loss on marketable
      securities                            (13,250)         -        (18,650)            -
   Foreign currency translation
      adjustments                               -            -            -                 3
                                           --------      -------      -------         -------
Comprehensive income (loss)                $(14,077)     $ 8,068      $   196         $ 2,720
                                           ========      =======      =======         =======
Basic net income (loss) per share          $  (0.04)     $  0.39      $  0.89         $  0.13
                                           ========      =======      =======         =======
Diluted net income (loss) per share        $  (0.04)     $  0.39      $  0.87         $  0.13
                                           ========      =======      =======         =======
Basic weighted average common
   shares outstanding                        21,939       20,454       21,230          20,272
                                           ========      =======      =======         =======
Diluted weighted average common
   shares outstanding                        21,939       20,454       21,664          20,272
                                           ========      =======      =======         =======
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                       4
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                              For the six months ended
                                                                     June 30,
                                                              ------------------------
                                                                  2000        1999
                                                                  ----        ----
                                                                   (In thousands)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<S>                                                              <C>         <C>
Cash flows from operating activities
   Net income                                                    $18,846     $ 2,717
   Adjustments to reconcile net income to net cash (used in)
    provided by operating activities
      Depreciation and amortization
         Software costs                                              -         1,142
         Property and equipment                                      441         600
         Excess of cost over fair value of net assets acquired       -         1,096
         Other                                                         1         125
      Minority interest in net income of Softworks                   -            46
      Deferred income taxes                                        9,197         290
      Common stock and options issued for services                 2,539       2,140
      Common stock issued for settlement of restructuring charges  1,180         -
      NetWolves common stock issued for services and for
       settlement of restructuring charges                         2,000
      Softworks common stock exchanged for services                  -         1,729
      Gain on sale of Softworks and ComputerCOP                  (56,347)    (16,441)
   Changes in operating assets and liabilities
      Accounts receivable                                            247      10,843
      Installment accounts receivable                                -           149
      Inventories                                                    -            35
      Prepaid expenses and other current assets                      229       1,284
      Assets held for sale -- ComputerCOP                            (18)        -
      Cash held in escrow                                            (72)        -
      Other assets                                                   (49)        357
      Accounts payable and accrued expenses                       (4,304)     (2,584)
      Restructuring costs payable                                  3,878         -
      Income taxes payable                                         3,215      (2,043)
      Deferred revenue                                               (21)     (1,378)
                                                                 -------     -------
            Net cash (used in) provided by operating activities  (19,038)        107
                                                                 -------     -------
Cash flows from investing activities
   Proceeds from the sale of Softworks stock (net of $3,157
    expenses - 2000)                                              48,301      17,406
   Reduction in cash resulting from excluding Softworks from
    consolidation                                                    -        (6,759)
   Proceeds from sales of Softworks common stock                     -           240
   Cash utilized in the ComputerCOP/NetWolves transaction
    (including $1,819 of expenses)                               (22,319)        -
   Investment in NetWolves Corporation                            (4,500)        -
   Capital expenditures                                             (548)     (1,088)
   Cash received from the license of technology                      -           400
   Software development and technology purchases                     -          (190)
   Repayment of officers' loans, net                                 899         155
                                                                 -------     -------
            Net cash provided by investing activities             21,833      10,164
                                                                 -------     -------
Cash flows from financing activities
   Payment of dividend                                            (2,194)        -
   Proceeds from long term debt                                      -         2,021
   Repayments of long term debt                                      -        (5,065)
                                                                 -------     -------
            Net cash used in financing activities                 (2,194)     (3,044)
                                                                 -------     -------
Effects of exchange rate changes on cash and cash equivalents        -             3
                                                                 -------     -------
Net increase in cash and cash equivalents                            601       7,230
Cash and cash equivalents, beginning of period                     1,852       8,176
                                                                 -------     -------
Cash and cash equivalents, end of period                         $ 2,453     $15,406
                                                                 =======     =======
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                       5
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999


1    Interim financial information

     The  condensed  consolidated  balance  sheet as of June 30,  2000,  and the
     condensed  consolidated  statements of operations and comprehensive  income
     and cash flows for the three and six months  ended June 30,  2000 and 1999,
     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,  2000,  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, 1999.  The  accounting  policies  used in
     preparing the condensed  consolidated  financial  statements are consistent
     with those  described  in the December  31,  1999,  consolidated  financial
     statements.

2    The Company

     Computer  Concepts Corp. and subsidiaries (the "Company")  develop,  market
     and support information  delivery software products.  The Company makes use
     of its proprietary data access technology,  d.b.Express, in its d.b.Express
     Internet  Information Server, more commonly referred to as a "Server Farm."
     This service  presently  is being  marketed  solely for  telecommunications
     analysis.  The  Server  Farm  permits  end users the  ability to access and
     analyze  information  through the Internet.  Data can be visually presented
     using the Company's patented data visualization technology.

     In April 2000, the Company began offering a new consulting  service,  known
     as Global Telecommunication  Solutions ("GTS"). The primary function of the
     GTS consulting  service is to create cost savings for its customers through
     effectively  negotiating  their   telecommunications  and  network  service
     provider  contracts.  The Company  intends to combine this service with its
     Server Farm to create a unique,  powerful detailed  customer profile.  This
     new,  enhanced  profile will allow  customers to  efficiently  optimize all
     telecommunications contract compliance,  establish traffic metrics, monitor
     invoice  accuracy and rate compliance as well as support complex  invoicing
     and reporting  requirements,  exception reporting and electronic  invoicing
     all via the Internet.

     The most significant  portion of the Company's  operations had historically
     been  conducted   through  one  of  its   subsidiaries,   Softworks,   Inc.
     ("Softworks").  Through  Softworks,  the Company  developed,  marketed  and
     supported systems management software products for corporate mainframe data
     centers.  Softworks was wholly owned by the Company  through June 29, 1998,
     and majority owned through March 31, 1999. On January 27, 2000, the Company
     sold its  remaining  interest  to EMC  Corporation  for  approximately  $61
     million in cash, before expenses (Note 8).

     In June 1998, the Company completed an acquisition of software (and related
     sales and  marketing  rights)  which is designed  to provide  non  computer
     literate owners (e.g.  parents,  guardians,  schools,  etc.) the ability to
     identify  threats as well as  objectionable  material that may be viewed by
     users of the  computer on the  Internet  (e.g.  children).  On February 14,
     2000, the Company sold the ComputerCOP  technology to NetWolves Corporation
     (Note 8).

     In 1997,  the Company  created a business  unit,  "professional  services",
     which primarily resells computer hardware and for a fee, will assist in the
     design,  construction and installation of technology systems. In 1999, this
     business unit had one major  contract,  involving two customers,  which was

                                       6
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999


     completed  in 1999.  The Company  does not  currently  have any other sales
     contracts  for this business  unit and is no longer  actively  pursuing new
     contracts.

3    Restructuring

     In the first  quarter  of 2000,  the  Company's  newly  appointed  Board of
     Directors approved and the Company announced a restructuring plan that will
     streamline the Company's operations and overhead structure,  including: (i)
     elimination  of  employees,  expenses and  commitments  that  supported the
     ComputerCOP  technology  (sold to NetWolves,  Note 8), (ii)  elimination of
     employees,   expenses  and   commitments   that   supported  the  Company's
     development project related to a multi-media display station (Note 11), and
     (iii) general  reduction of operating  expenses.  As a result,  the Company
     recorded a non-recurring restructuring charge of $15,005,000 during the six
     months ended June 30, 2000,  related to the  termination  of 53  employees,
     retirement  packages for certain  Company  officers and directors,  certain
     long-term  consulting  contracts and operating leases. Cash requirements of
     this plan are estimated at $12,325,000; $1,180,000 was settled with Company
     stock;  and $1,500,000 was settled with NetWolves  common stock. As of June
     30, 2000,  the remaining  cash  requirement  is  $3,878,000,  $2,725,000 is
     payable over the next twelve  months,  and  $1,153,000 is payable after one
     year and through March, 2005.

     The  restructuring  charge includes costs directly related to the Company's
     plan.  EITF No.  94-3 and SEC Staff  Accounting  Bulletin  No. 100  provide
     specific  requirements  as to appropriate  recognition of costs  associated
     with  employee  termination   benefits  and  other  exit  costs.   Employee
     termination costs are recognized when details of the severance arrangements
     are  communicated  to affected  employees  (all 53 employees  were actually
     terminated  in  March  2000).   Other  exit  costs  (such  as   contractual
     obligations) that are not associated with or that do not benefit activities
     that will be continued are  recognized at the date of commitment to an exit
     plan subject to certain  conditions.  Other costs  directly  related to the
     restructuring  that are not eligible for recognition at the commitment date
     are expensed as incurred.

     The  activity  in the  restructuring  accrual  through  June  30,  2000  is
     summarized in the table below:

<TABLE>
<CAPTION>
                                            Officer/director
                                Employee       retirement    Consulting   Operating
                              terminations      packages      contracts    leases     Other      Total
                              ------------  ---------------- ----------   ---------   -----      -----
<S>                            <C>              <C>           <C>         <C>       <C>          <C>
Restructuring charge
   to operations,
   quarter ended March
   31, 2000                    $2,243,000       $7,535,000    $3,681,000  $369,000  $  985,000   $14,813,000
Restructuring charge
   to operations and
   adjustments, quarter
   ended June 30, 2000            (70,000)         140,000            -         -      122,000       192,000
                               ----------       ----------    ----------  --------  ----------   -----------
          Subtotal              2,173,000        7,675,000     3,681,000   369,000   1,107,000    15,005,000
Cash expenditures                (871,000)      (5,496,000)   (1,779,000)  (46,000)   (255,000)   (8,447,000)
Company stock
   issuances                     (200,000)        (100,000)     (630,000)       -     (250,000)   (1,180,000)
Netwolves stock
   exchanged                           -        (1,500,000)           -         -           -     (1,500,000)
                               ----------       ----------    ----------  --------  ----------   -----------
Restructuring accrual,
   June 30, 2000               $1,102,000       $  579,000    $1,272,000  $323,000  $  602,000    $3,878,000
                               ==========       ==========    ==========  ========  ==========    ==========
</TABLE>

                                       7
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

     --   Employee  termination  costs represent  severance and related benefits
          for the 53 employees that were  terminated in March 2000: 18 employees
          in sales and administration,  14 employees involved in the development
          project related to a multi-media display station, 11 employees related
          to ComputerCOP and 10 employees in general  research and  development.
          Of these employees,  44 received  severance benefits generally payable
          over 3 to 9 months, commencing April 2000; one of these employees also
          received  100,000  shares of Company common stock (valued at $200,000)
          towards the settlement of his severance obligation.

     --   Officer/director retirement packages represent retirement packages for
          the Company's  Chairman,  its Chief Executive  Officer and other board
          members aggregating $7,675,000. $1,500,000 was paid with 75,000 shares
          of NetWolves common stock (valued at $20 per share), $100,000 was paid
          with 50,000 shares of Company common stock, $558,000 was paid in March
          2000,  $4,938,000 was paid in the second quarter,  $500,000 is payable
          on or before March 1, 2001 and the $79,000 balance relates to employee
          benefits payable over various time periods.

     --   The Company  settled 5  long-term  consulting  contracts  that will no
          longer be required for an aggregate of $3,681,000.  The Company agreed
          to pay off a 1999  consulting  agreement with S.J. & Associates,  Inc.
          for $1,276,000.  Additionally,  the Company  settled three  consulting
          agreements  that were  entered into during 2000  (originally  totaling
          $1,785,000)  for an aggregate of  $1,277,000  (one of the  agreements,
          settled for $524,000,  is with a related party).  Further, the Company
          paid $1,128,000 as part of a retirement arrangement with the Company's
          general counsel.  These  obligations are payable as follows:  $630,000
          was paid in the form of the Company's common stock;  $500,000 cash was
          paid in March 2000;  $1,279,000  cash was paid in the second  quarter;
          and the $1,272,000 balance is payable through March 2005.

     --   Operating  leases  represent the  settlement  of the  remaining  lease
          payments with respect to certain  automobile and equipment leases that
          are no longer  required.  Payments  are  expected  to be paid over the
          remaining  terms of the  leases,  which  range from 4 to 35 months.

     --   Other costs  represent  consulting  fees  related to the  creation and
          execution  of the  restructuring  plan  (including  $250,000 to S.J. &
          Associates,  Inc. paid in the form of 125,000  shares of the Company's
          common stock), legal fees and other exit costs.

4    Shareholders' equity

     In  February  2000,  the  Company  declared a  dividend  of $0.10 per share
     (aggregating  $2,194,000) to its  shareholders  of record on March 15, 2000
     and paid on May 1, 2000.

     During the quarter  ended March 31,  2000,  the  Company  issued  1,821,500
     shares of its common  stock  valued at $2.00 per share  based on the quoted
     price of the Company's common stock. The Company also recorded transactions
     with respect to treasury  stock and stock  options in the first  quarter of
     2000 as detailed below:

          --   Issued  590,000  shares  of its  common  stock as  settlement  of
               certain   employee,   director  and  consultant   liabilities  in
               conjunction with its restructuring plan (Note 3). The shares were
               valued at $1,180,000.

          --   Issued  534,000  shares  of its  common  stock as  settlement  of
               employee bonuses. The shares were valued at $1,068,000,  of which
               $468,000 was accrued in 1999.

          --   Issued 697,500 shares of its common stock to various  consultants
               for  which  it   recorded  a  non  cash  charge  to  earnings  of

                                       8
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999


               $1,395,000.  S.J. & Associates,  Inc. was issued 375,000 of these
               shares upon achieving  certain  performance goals pursuant to its
               1999 contract.

          --   The  Company's  Chairman  and Chief  Executive  Officer  tendered
               410,179 shares of the Company's common stock,  valued at $923,000
               based on the quoted price at the time,  towards the  repayment of
               officers' loans.

          --   The Company retired 236,580 shares of treasury stock purchased by
               the Company in 1999.  The shares were returned to authorized  but
               unissued  status.

          --   In March 2000, the Company  granted  285,000 options to employees
               and  70,000  options  to  consultants  for  services   previously
               rendered.  All options are fully vested, are exercisable at $2.09
               per share and expire December 31, 2001. The employee options have
               an intrinsic  value of zero and the options to  consultants  were
               valued at $59,000 using the Black-Scholes option-pricing model.

     During the  quarter  ended June 30,  2000,  the Company  granted  1,349,000
     options to employees and 562,000 options to consultants  for services.  The
     options  are  exercisable  as  follows:  1,741,000  at $0.75  per share and
     170,000 at $1.03 per share. The employee options have an intrinsic value of
     zero,  expire  May 31,  2005,  and  vest  periodically  from  immediate  to
     thirty-one  months.  The  options  to  consultants  expire in a range  from
     December 31, 2002 to May 31, 2005, vest  periodically  from immediate to 24
     months,  and were valued at $216,000,  of which $17,000 (the pro-rata value
     of vested options) was recognized in the quarter ended June 30, 2000.

     During the six month  period ended June 30,  1999,  the Company  issued the
     following restricted common stock as detailed below:

          --   As part of a  bonus  incentive  compensation  plan,  the  Company
               issued  655,500  shares to several  non-executive  employees  for
               which it recorded a non-cash charge to earnings of $990,000.

          --   Issued 660,500 shares of its common stock to various  consultants
               for  which  it   recorded  a  non-cash   charge  to  earnings  of
               $1,050,000.

          --   In lieu of cash,  in January  1999,  the Company  issued  115,000
               shares for an  acquisition of a technology  license.  The Company
               recorded  amortization  expense of $33,000  during the six months
               ended June 30, 1999.

5    Legal matters

     In March 1995, an action was commenced  against the Company and a number of
     defendants  unrelated to the Company which action was later amended  naming
     only the Company and three of its  officers as  defendants.  The  complaint
     alleges that certain third parties,  unrelated to the Company,  transferred
     certificates representing 1,000,000 shares of the Company's common stock to
     the plaintiff. The complaint further alleges that such shares were endorsed
     in blank by the third  parties  and became  bearer  securities,  which were
     negotiated to the plaintiff by physical delivery.  The certificates had not
     been legally acquired from the Company and the  certificates  were reported
     to the  Securities  and  Exchange  Commission  by  the  Company  as  stolen
     certificates.  Plaintiff  has  requested  validation of the transfer of the
     certificates and is seeking damages of an unspecified amount, consisting of
     alleged  diminution in market value of the subject shares from 1994 through
     the date of any  judgment in the  plaintiff's  favor.  The  Company  denied
     plaintiff's  allegations  and  filed a  motion  for  summary  judgment.  In
     November 1999, the motion for summary  judgment was granted in favor of the
     Company and its officers on the grounds that the purported  endorsement  on
     the certificates was ineffective to transfer ownership of the certificates.
     However,  the plaintiff  filed an appeal,  which is being  contested by the

                                       9
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

     Company.  The  Company is unable to predict  the  ultimate  outcome of this
     appeal and, accordingly,  no adjustments have been made in the consolidated
     financial  statements  for any  potential  losses or potential  issuance of
     common stock.

     During 1999, the Company and certain officers  received  notification  that
     they had been named as defendants in a class action alleging  violations of
     certain  securities  laws with  respect to the  content of certain  Company
     announcements.  The Company and its counsel are  vigorously  defending  the
     matter.  However,  the Company is unable to predict the ultimate outcome of
     this  claim  and,  accordingly,  no  adjustments  have  been  made  in  the
     consolidated  financial  statements  for any potential  losses or potential
     issuance of common stock.

     In August 1999, The Company and its directors were served with a derivative
     action  complaint  alleging awards of excess  compensation and requesting a
     judgment in favor of the Company for such excess compensation.  The Company
     and defendants have denied the allegations and are vigorously defending the
     matter, however, the Company is unable to predict the outcome of this claim
     and,  accordingly,  no  adjustments  have  been  made  in the  consolidated
     financial statements in regard to this matter.

     In November 1999, the Company (through one of its  subsidiaries)  was added
     as a party in an amended  complaint.  The complaint  alleges that a Company
     consultant  violated  a  personal  non-  compete  agreement  in  performing
     services  for the  Company.  The  plaintiffs  contend  that  they have been
     compelled  to offer  terms  more  generous  to their  customers  than  they
     otherwise  would have  offered.  Plaintiffs  did not disclose the amount of
     their alleged  damages and  requested  injunctive  relief.  The Company has
     denied the allegation and is vigorously defending the matter,  however, the
     Company is unable to predict the outcome of this claim and, accordingly, no
     adjustments  have been made in the  consolidated  financial  statements  in
     regard to this matter.

6    Reclassifications

     Certain  reclassifications  have  been made to the  condensed  consolidated
     financial statements shown for the prior period in order to have it conform
     to the current period's classifications.

7    Segment information

     The  Company  and its  subsidiaries  previously  operated  in two  separate
     business segments,  computer software and professional  services.  With the
     sale of Softworks and ComputerCOP  (Note 8) and the completion of its major
     professional  services  contract,  the  Company  is  now  operating  in one
     business segment.

     Major customer

     For the  three  months  ended  June 30,  2000,  the  Company  had one major
     customer  with revenue of $393,000  (78.6% of total  revenue).  For the six
     months ended June 30, 2000, the Company had one major customer with revenue
     of $805,000 (78.5% of total revenue).

8    Dispositions

     ComputerCOP Corp.

On June 30, 1998, pursuant to an Asset Purchase and Sale Agreement,  the Company
acquired  certain  software and related sales and marketing rights from Internet

                                       10
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

     Tracking & Security  Ventures,  LLC  ("ITSV")  in  exchange  for  1,900,000
     restricted  shares of the Company's  common stock and 1,000,000  restricted
     shares of common  stock of the  Company's  then  wholly  owned  subsidiary,
     Softworks.  The acquisition was valued at an aggregate of $12,210,000.  The
     Agreement  also included the rights to the use of Richard "Bo" Dietl's name
     in conjunction  with the promotion and  endorsement of the software as well
     as  appearances  by Mr.  Dietl in support of the  software in regional  and
     national marketing campaigns.

     The  $12,210,000  purchase  price was  allocated  to the fair  value of the
     assets  acquired at June 30, 1998,  based upon a written  valuation from an
     independent investment-banking firm. Accordingly,  $2,700,000 was allocated
     to "Software costs", $4,150,000 was recorded as "Prepaid expenses and other
     current  assets" and  $5,360,000  was recorded as "Excess of cost over fair
     value of net assets acquired".  The "assets held for sale  "ComputerCOP" at
     December 31, 1999 included $250,000 of inventories,  $1,064,000 of software
     costs and $2,562,000 of goodwill.

     In March 1999, the Company sold certain rights to license  ComputerCOP to a
     marketing  company  (Bo-Tel,  Inc.) for $400,000.  The license  rights were
     limited to granting a specified original equipment manufacturer of personal
     computers  the right to embed the software in its computers for sale to the
     general public. Bo-Tel, Inc. is an affiliate of ITSV, and accordingly, this
     sale was  accounted  for as a reduction of the cost of the assets  acquired
     from ITSV.

     Pursuant to an agreement  dated  February 10, 2000, on February  14th,  the
     Company sold its recently formed subsidiary, ComputerCop Corp. to NetWolves
     Corporation  ("NetWolves",  traded on the NASDAQ  SmallCap Market under the
     symbol "WOLV") in exchange for 1,775,000  shares of NetWolves common stock.
     The assets of ComputerCop  Corp.  included the ComputerCOP  technology (and
     certain related assets including  inventory) and $20.5 million in cash. The
     transaction was treated as a sale of the ComputerCOP technology for 750,000
     shares  valued at $15 million and the  purchase  of  1,025,000  shares from
     NetWolves for $20.5 million.  Additionally,  the Company  purchased 225,000
     shares from certain  NetWolves  shareholders for $4.5 million.  The sale of
     the  Company's  ComputerCOP  technology  resulted  in  a  pre-tax  gain  of
     $8,534,000, net of $2,572,000 of expenses, recorded in the first quarter of
     2000. The $40,000,000  value of the 2,000,000 shares of NetWolves stock was
     determined based upon the quoted market price of the NetWolves stock at the
     time the  transaction  was agreed to and announced  ($20 per share) and was
     also based on a fairness  opinion  obtained from the  Company's  investment
     banker.

     All of the shares of NetWolves stock owned by the Company ("Trust  Shares")
     are subject to a Voting Trust  Agreement  wherein the  Trustee,  NetWolves'
     Chief  Executive  Officer,  has been  granted  the  right to vote all Trust
     Shares for a minimum period of six months to a maximum period of two years.
     The Voting Trust  terminates  with respect to any shares sold pursuant to a
     registration  statement  effected  by  NetWolves.  The  Voting  Trust  also
     terminates at the end of six months with respect to shares  privately  sold
     (if any), if aggregate sales are 25% or less of the total Trust Shares, and
     terminates  at the end of twelve  months with  respect to shares  privately
     sold (if  any),  if  aggregate  sales  are 50% or less of the  total  Trust
     Shares. The Company also received piggyback  registration  rights and a one
     time demand  registration  right effective after August 15, 2000, in regard
     to the NetWolves stock.

     As of June 30, 2000, the Company owns 1,875,000  shares of NetWolves common
     stock: 75,000 shares were exchanged as part of the restructuring plan (Note
     3),  25,000  shares  were used to pay legal fees to the  Company's  general
     counsel with respect to the NetWolves  transaction,  and 25,000 shares were
     issued as a bonus to an executive officer. All shares exchanged were valued
     at  $20.  The  Company  accounts  for  its  investment  in  NetWolves  as a
     marketable  security  available  for sale in accordance  with  Statement of
     Financial Standards No. 115 "Accounting For Certain Investments in Debt and
     Equity  Securities."  At June 30,  2000,  the  quoted  market  value of the
     1,875,000  shares of NetWolves  common stock was $18,867,000  ($10.0625 per

                                       11
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

     share).  The  unrealized  loss of  $18,633,000  was recorded as a charge to
     "accumulated  other  comprehensive  loss." On August 10,  2000,  the quoted
     market  value of the  NetWolves  common  stock was  $9,375,000  ($5.00  per
     share).

     Softworks, Inc.

     Softworks  was  wholly  owned by the  Company  through  June  29,  1998 and
     majority  owned  through March 31, 1999.  Through a series of  transactions
     that  included an initial  public  offering of  Softworks  in August  1998,
     various  exchanges  of  Softworks  common  stock  owned by the  Company  to
     consultants  and employees for services  rendered,  a private  placement of
     Softworks  common stock owned by the Company in December  1998 and a second
     public  offering in June 1999,  the  Company's  ownership of Softworks  was
     reduced from 100% to 35% as of December 31, 1999. Accordingly, Softworks is
     accounted for as a  consolidated  subsidiary  through  March 31, 1999,  and
     commencing  April 1, 1999,  Softworks'  results are accounted for using the
     equity method of accounting.

     Pursuant to a tender offer dated  December  21, 1999,  the Company sold its
     remaining  35% interest in  Softworks (a total of 6,145,767  shares) to EMC
     Corporation  and  its  subsidiary   ("EMC")  for  $10.00  per  share.   The
     transaction,  which was completed on January 27, 2000,  provided  aggregate
     cash  proceeds  of  $61,458,000  (less  $10,000,000  placed in escrow)  and
     resulted in a pre-tax gain of  $47,813,000,  net of $3,316,000 of expenses,
     recorded in the first quarter of 2000.

     In  connection  with  the  tender  offer,   the  Company  entered  into  an
     Indemnification  Agreement that provides,  in part,  that the Company shall
     indemnify EMC from all losses sustained by EMC as a result of any breach of
     certain  representations and warranties appearing in the Agreement and Plan
     of  Merger  between  Softworks  and EMC.  The  term of the  Indemnification
     Agreement  is two years  from the date of  closing.  Pursuant  to an Escrow
     Agreement,  the Company deposited $10,000,000 of the sales proceeds into an
     interest bearing escrow account to secure any potential liabilities arising
     from the Indemnification Agreement. During the quarter ended June 30, 2000,
     $159,000 was  disbursed  from the escrow  account in  settlement of a claim
     made by EMC. The escrow funds,  net of any additional  claims against them,
     are  scheduled  to be  released  to the  Company  one year from the date of
     closing, January 27,2001.

                                       12
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

     Pro forma condensed consolidated statements of operations (unaudited)

     Pro  forma  condensed  consolidated  statements  of  operations  as if  the
     transactions  described above were  consummated as of the beginning of each
     of the six  months  ended  June  30,  2000 and  1999,  are as  follows  (in
     thousands):

<TABLE>
<CAPTION>
                                                Six months ended June 30, 2000
                                                     Pro Forma Adjustments
                                                     ---------------------
                                                                  NetWolves/
                                                  Softworks       ComputerCOP
                                       Actual    Transaction      Transaction   Pro Forma
                                       ------    -----------      -----------   ----------
     <S>                              <C>          <C>              <C>          <C>
     Revenue                          $ 1,026      $     -          $   (35)     $   991
     Cost of revenue                      193            -              (11)         182
                                      -------      -------          -------      -------
     Gross margin                         833            -              (24)         809
     Total operating expenses *        26,451            -             (229)      26,222
                                      -------      -------          -------      -------
     Operating loss                   (25,618)           -              205      (25,413)

     Other income (expense)
       Gain on sale of Softworks       47,813      (47,813)               -            -
       Gain on sale of ComputerCOP
            assets, held for sale       8,534            -           (8,534)           -
       Other, net                         544            -                -          544
                                      -------      -------          -------      -------
     Income (loss) before provision
       for income taxes                31,273      (47,813)          (8,329)     (24,869)

     Provision for income taxes       (12,427)      10,475            1,937          (15)
                                      -------      -------          -------      -------
     Net income (loss)                $18,846     $(37,338)         $(6,392)    $(24,884)
                                      =======     ========          =======     ========
     Basic net income (loss) per
      share                           $ 0.89                                    $  (1.17)
                                      =======                                   ========
     Diluted net income (loss) per
      share                           $ 0.87                                    $  (1.17)
                                      =======                                   ========
<FN>
     * Operating expenses include a non-recurring  restructuring  charge of $15,005,000.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                Six months ended June 30, 1999
                                                     Pro Forma Adjustments
                                                     ---------------------
                                                                  NetWolves/
                                                  Softworks       ComputerCOP
                                       Actual    Transaction      Transaction   Pro Forma
                                       ------    -----------      -----------   ----------
     <S>                              <C>          <C>              <C>          <C>
     Revenue                          $ 23,613     $(10,258)        $   (210)    $ 13,145
     Cost of revenue                    12,641         (764)             (61)      11,816
                                      --------     --------         --------     --------
     Gross margin                       10,972       (9.494)            (149)       1,329

     Total operating expenses           24,466       (9,342)          (2,332)      12,792
                                      --------     --------         --------     --------
     Operating loss                    (13,494)        (152)           2,183      (11,463)

     Other income (expense)
       Gain on sale of Softworks        16,441      (16,441)               -            -
       Other, net                         (155)         171                -           16
                                      --------     --------         --------     --------
     Loss before provision for
      income taxes                       2,792      (16,422)           2,183      (11,447)

     Provision for income taxes            (75)          60                -          (15)
                                      --------     --------         --------     --------
     Net income (loss)                $  2,717     $(16,362)        $  2,183     $(11,462)
                                      ========     ========         ========     ========
     Basic and diluted net
      income (loss) per share         $   0.13                                   $  (0.57)
                                      ========                                   ========
</TABLE>
                                       13

<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

9    Income taxes

     The  Company  accounts  for  income  taxes  under  Statement  of  Financial
     Accounting  Standards No. 109,  "Accounting for Income Taxes" ("SFAS 109").
     SFAS 109 requires the  determination of deferred tax assets and liabilities
     based on the  differences  between the  financial  statement and income tax
     bases of assets and  liabilities,  using  enacted  tax rates.  SFAS  No.109
     requires  that the net  deferred  tax  asset  be  adjusted  by a  valuation
     allowance, if, based on the weight of available evidence, it is more likely
     than not that some portion or all of the net deferred tax asset will not be
     realized.

     As a result of the Company's sale of its remaining interest in Softworks in
     January 2000 and the sale of its  ComputerCOP  technology  in February 2000
     (Note 8), the Company  recognized  a taxable  gain in the first  quarter of
     2000  and  utilized  all of its  currently  available  net  operating  loss
     carryforwards.  The  Company's  tax provision for the six months ended June
     30, 2000,  consists of deferred tax expense of  $9,197,000  and current tax
     expense of $3,230,000.

10   Earnings per share

     For the six months ended June 30, 2000, the Company's dilutive  instruments
     are "in the money" stock  options with various  exercise  dates and prices.
     The Company uses the treasury stock method to calculate the effect that the
     conversion of the stock  options would have on earnings per share  ("EPS").
     The following table sets forth the computation of basic and diluted EPS (in
     thousands, except per share data):
<TABLE>
<CAPTION>

        <S>                                    <C>
        Numerator:
          Net income                           $  18,846
                                               =========
        Denominator:
          Weighted average shares outstanding
          (Denominator for basic EPS)             21,230

          Effect of dilutive securities
            Stock options                            434
                                               ---------
        Denominator for diluted EPS               21,664
                                               =========
        Basic net income (loss) per share      $    0.89
        Diluted net income (loss) per share    $    0.87
</TABLE>
     For the six months  ended June 30, 1999 and for the three months ended June
     30, 2000 and 1999, outstanding stock options,  warrants and other potential
     stock  issuances  have not been  considered in the  computation  of diluted
     earnings per share  amounts  since the effect of their  inclusion  would be
     antidilutive.

11   Multi-media display station

     During  1999,  the Company  began to develop a unique  multi-media  display
     station,  which combines  Internet strategy and e-commerce with multi-media
     forms of  delivery,  presentation  and  interaction  with  end-users.  This
     Internet based communications/advertising network was being designed by the
     Company  to  create a means  by which  businesses  could  promote  specific
     brand/product/service  awareness.  The  Company  intended  to  market  this
     technology in association with owners and/or managers of high traffic venue
     areas  (i.e.,  malls,  airports,  etc.) to  local,  regional  and  national
     businesses.  From inception  through March 31, 2000,  the Company  invested
     approximately  $7,000,000 in its marketing and development efforts (charged

                                       14
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999


     to operations as incurred).  Additional  funds will be required in order to
     complete  development  and  bring the  product  to  market.  As part of the
     Company's  restructuring  plan  (Note  3),  the  newly  appointed  Board of
     Directors  agreed that it was in the Company's best interest to immediately
     cease all funding of this project, while maximizing its value. As a result,
     in April 2000, the Company entered into a contractual  arrangement  with an
     unrelated  third  party,   whereby  the  Company  transferred  all  of  its
     in-process  research and development  technology related to the multi-media
     display  station for the rights to 50% of the future  profits (as defined),
     if any, from the third party's  operation or sale of this  technology.  The
     third party  agreed to utilize its contacts in the industry and also agreed
     to fund all future costs  associated  with the  continued  development  and
     marketing  of the  display  station.  There can be no  assurances  that the
     Company will  recognize  any proceeds  from this  transaction.  The related
     intangible assets continue to be recorded at their net book value of zero.

                                       15
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                       MANAGEMENT DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999


Forward looking statements

All statements  other than  statements of historical  fact included in this Form
10-Q including,  without limitation,  statements under, "Management's Discussion
and Analysis of Financial  Condition  and Results of  Operations"  regarding the
Company's financial position,  business strategy and the plans and objectives of
management for future operations, are forward-looking  statements.  When used in
this Form 10-Q, words such as  "anticipate,"  "believe,"  "estimate,"  "expect,"
"intend"  and  similar  expressions,  as  they  relate  to  the  Company  or its
management, identify forward-looking statements. Such forward-looking statements
are based on the  beliefs of  management,  as well as  assumptions  made by, and
information  currently available to, the Company's'  management.  Actual results
could  differ  materially  from  those   contemplated  by  the   forward-looking
statements  as a  result  of  certain  factors  including  but not  limited  to,
fluctuations in future operating results, technological changes or difficulties,
management  of future  growth,  the risk of errors or failures in the  Company's
software products,  dependence on proprietary  technology,  competitive factors,
risks associated with potential  acquisitions,  the ability to recruit personnel
and the dependence on key personnel.  Such statements  reflect the current views
of  management  with respect to future events and are subject to these and other
risks,  uncertainties  and assumptions  relating to the  operations,  results of
operations, growth strategy and liquidity of the Company. All subsequent written
and oral  forward-  looking  statements  attributable  to the Company or persons
acting  on its  behalf  are  expressly  qualified  in  their  entirety  by  this
paragraph.

Overview

Computer  Concepts Corp. and subsidiaries  (the "Company")  develop,  market and
support  information  delivery software  products.  The Company makes use of its
proprietary data access  technology,  d.b.Express,  in its d.b.Express  Internet
Information  Server,  more commonly referred to as a "Server Farm." This service
presently is being marketed solely for  telecommunications  analysis. The Server
Farm permits end-users the ability to access and analyze information through the
Internet.  Data can be visually  presented  using the  Company's  patented  data
visualization  technology.  In April  2000,  the  Company  began  offering a new
consulting service,  known as Global  Telecommunications  Solutions ("GTS"). The
primary  function of GTS is to create cost  savings  for its  customers  through
effectively  negotiating their  telecommunications  and network service provider
contracts.  The Company  intends to combine this service with its Server Farm to
create a unique, powerful detailed information source for its customer.

In the first quarter of 2000, the Company's  newly  appointed Board of Directors
approved and the Company  announced a  restructuring  plan that it believes will
streamline  the  Company's  operations  and reduce  overhead.  As a result,  the
Company recorded a non-recurring  restructuring charge of $15,005,000 in the six
months ended June 30, 2000.

In February 2000 the Company sold its recently  formed  subsidiary,  ComputerCop
Corp. to NetWolves Corp.  ("NetWolves") for 1,775,000 shares of NetWolves common
stock.

The most significant  portion of the Company's  operations had historically been
conducted  through  one  of its  subsidiaries,  Softworks,  Inc.  ("Softworks").
Through  Softworks,  the  Company  developed,  marketed  and  supported  systems
management software products for corporate mainframe data centers. Softworks was
wholly owned by the Company  through June 29, 1998,  and majority  owned through
March 31, 1999. On January 27, 2000, the Company sold its remaining  interest to
EMC Corporation.

In 1997, the Company  created a business unit,  "professional  services",  which
primarily  resells  computer  hardware and for a fee, will assist in the design,
construction and installation of technology systems. In 1999, this business unit
had one major  contract,  involving two customers,  which was completed in 1999.
Historically,  net margins generated from this business unit were extremely low.
The Company does not currently have any other sales  contracts for this business

                                       16
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                       MANAGEMENT DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999


unit and is not  actively  pursuing new low margin  contracts.  The Company will
only  accept  new   contracts  if  it  believes  the  contract   will   generate
significantly higher margins.

Results of operations

Commencing April 1, 1999, Softworks' results were accounted for using the equity
method of accounting and were no longer consolidated. Under the equity method of
accounting,  the Company's share of Softworks'  earnings or losses were included
in the Company's consolidated operating results in a single line item. Pro forma
condensed  consolidated  operating  results as if Softworks  were  accounted for
using the equity  method for the three and six months ended June 30, 1999,  on a
consistent basis with the actual results for the three and six months ended June
30, 2000, is as follows:

<TABLE>
<CAPTION>
                                                            Computer Concepts Corp. and Subsidiaries
                                                            ----------------------------------------
                                               Actual and Pro Forma Condensed Consolidated Statements of Operations
                                               --------------------------------------------------------------------
                                              For the three months ended June 30  For the six  months ended June 30,
                                              ----------------------------------------------------------------------
                                                     (in thousands)                        (in thousands)

                                                    2000          1999                   2000          1999
                                                    ----          ----                   ----          ----
                                                  (Actual)      (Actual)               (Actual)     (Pro-forma)
                                                   ------        ------                 ------       ---------
  <S>                                              <C>          <C>                     <C>            <C>
  Revenue
    Software licenses, net                         $    -       $   218                 $    35        $   211
    Maintenance                                        11            10                      21             20
    Professional services - server farm               489           313                     970            613
    Professional services - hardware                    -         9,104                       -         12,511
                                                   ------       -------                 -------        -------
                                                      500         9,645                   1,026         13,355
  Cost of Revenue
    Software licenses                                   -            42                      11             61
    Maintenance                                         -             -                       -              -
    Professional services - server farm                80            77                     182            154
    Professional services - hardware                    -         8,496                       -         11,662
                                                   ------       -------                 -------        -------
          Gross margin                                420         1,030                     833          1,478
                                                   ------       -------                 -------        -------
  Research and development costs                      479         1,432                   3,499          3,245
  Sales and marketing costs                           351         3,121                   3,643          6,459
  General and administrative costs                    597         1,726                   3,870          3,451
  Amortization and depreciation                       225           995                     434          1,969
  Non-recurring restructuring charge                  192             -                  15,005              -
                                                   ------       -------                 -------        -------
                                                    1,844         7,274                  26,451         15,124
                                                   ------       -------                 -------        -------
          Operating loss                           (1,424)       (6,244)                (25,618)       (13,646)
  Gain on sale of Softworks                             -        14,410                  47,813         16,441
  Gain on sale of ComputerCOP
    assets held for sale                                -             -                   8,534              -
  Equity in loss of Softworks                           -          (125)                      -            (79)
  Interest and other income
     (expense), net                                   212            27                     544             16
  (Provision for) benefit from income
     taxes                                            385             -                 (12,427)           (15)
                                                   ------       -------                 -------        -------
Net income (loss)                                  $ (827)      $ 8,068                 $18,846        $ 2,717
                                                   ======       =======                 =======        =======
</TABLE>

                                       17
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                       MANAGEMENT DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

The following  discussion is based on the operating  results as presented in the
table above. As a result of the Company's decision to no longer pursue extremely
low margin  orders in its  hardware  reselling  business  unit,  current  period
revenue was  significantly  reduced.  For the three month  period ended June 30,
2000,  total revenue  decreased by $9,145,000,  when compared to the three month
period  ended June 30, 1999,  primarily as a result of a $9,104,000  decrease in
its hardware  reselling  business unit,  and a $218,000  decrease in ComputerCOP
sales. For the six month period ended June 30, 2000, total revenue  decreased by
$12,329,000,  when  compared  to the six  month  period  ended  June  30,  1999,
primarily  as a result  of a  $12,511,000  decrease  in its  hardware  reselling
business unit, and a $176,000 decrease in ComputerCOP  sales.  Substantially all
of the revenue in the software license  category relates to ComputerCOP.  During
the first quarter of 2000, the Company sold the ComputerCOP technology. See Note
8. Also included in the professional services category is revenue generated from
the Server  Farm.  At present,  this  technology  has been  developed to provide
services solely for telecommunications analysis. For the three months ended June
30, 2000 and 1999, revenue was $489,000 and $313,000,  respectively, an increase
of 56%.  For the six months  ended June 30, 2000 and 1999,  revenue was $970,000
and  $613,000,  respectively,  an  increase  of 58%.  The  Company is  currently
negotiating/finalizing  several  new  contracts,  which if  consummated,  should
continue to increase revenue. During the first six months of 2000, the Company's
primary source of revenue was generated from the Server Farm. While there can be
no assurances,  the Company  believes that its new GTS consulting  services will
begin to generate revenue in the fourth quarter of 2000.

The Server Farm  generates  much  higher  gross  margin  than did the  reselling
business unit. The Server Farm cost of revenue consists  primarily of the direct
labor  associated  with  processing  call  detail  records.  The cost of revenue
related to the resale of computer hardware  consisted  primarily of amounts paid
to the Company's suppliers for goods and services.  While revenue related to the
Server Farm for the three month  period ended June 30, 2000  increased  $176,000
when compared to the three months ended June 30, 1999,  costs as a percentage of
revenue decreased to 16.4% from 24.6%.  Similarly,  while revenue related to the
Server Farm for the six month period ended June 30, 2000 increased $357,000 when
compared to the six months ended June 30, 1999, costs as a percentage of revenue
decreased to 18.8%.  from 25.1%.  The Company  believes that the cost of revenue
associated with the Server Farm revenue is not directly  proportional.  As such,
as revenue increases,  costs, as a percentage of revenue,  should decrease.  The
depreciation  of the Server  Farm's  hardware is included in  "Amortization  and
depreciation."

Management  believes  that the costs saving  measures it has put in place during
the second quarter,  in addition to the effects of the restructuring plan (which
includes the elimination of expenses  attributable  to the  multi-media  display
station),  as well as the sale of  ComputerCOP  during  the  first  quarter  are
reflected in the second quarter operating  expenses discussed below. While there
can be no  assurances,  the Company  believes that, for other than expenses that
vary with sales volume,  these costs savings should continue for the foreseeable
future.

Research and  development  expenses  include  costs for the  development  of the
multi-media display station, salaries and related costs for software developers,
quality  assurance  and  documentation   personnel  involved  in  the  Company's
research,  development  and  maintenance  efforts.  Costs  attributable  to  the
development of the  multi-media  display station was $734,000 for the six months
ended June 30, 1999,  and  increased by  $1,059,000  to  $1,793,000  for the six
months ended June 30, 2000 (none of which were attributable to the quarter ended
June  30,  2000).  Pursuant  to  the  restructuring  plan,  the  Company  ceased
development  of this project in the first quarter of 2000,  thereby  eliminating
these  development  costs.  With respect to the Server Farm,  when comparing the
three and six month  periods ended June 30, 2000 and 1999,  the Company  reduced
its development costs by $463,000 and $805,000, respectively.

                                       18
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                       MANAGEMENT DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

Sales and marketing  expenses include  salaries and related costs,  commissions,
travel,  facilities,  communications  costs  and  promotional  expenses  for the
Company's  direct sales  organization and marketing  staff.  Expenses  decreased
$2,770,000  to $351,000 for the  three-month  period  ended June 30, 2000,  when
compared to  $3,121,000  for the three month period  ended June 30,  1999.  This
decrease was mainly comprised of reductions  pursuant to the restructuring  plan
which included $710,000 related to consultants fees; $328,000 to commissions and
$438,000  as a result of  reduced  staffing  levels.  Additional  reductions  of
approximately  $1,219,000  were a result  of the sale  ComputerCOP  in the first
quarter 2000. Further, there was a reduction of expenses of $163,000 as a result
of a contractual  arrangement  wherein the Company no longer is responsible  for
the  marketing  efforts  relating  to the  multi-media  display  station.  These
reductions were offset by $88,000 of expenses  attributable to the Company's new
consulting service,  GTS. For the six month period ended June 30, 2000, expenses
decreased by $2,816,000 to $3,643,000  when compared to $6,459,000  for the same
period last year.  Included in this  decrease  were  reductions  pursuant to the
restructuring plan including  $858,000 related to consultants fees;  $297,000 to
reduced staffing levels;  and reductions of approximately  $2,102,000 due to the
sale of ComputerCOP. Offsetting these decreases was a year over year increase of
$353,000  pertaining  to the  multi-media  display  station due to the Company's
effort  during  the first  quarter of 2000 to  heavily  market the multi-  media
display  station,  as well as $88,000 of expenses  attributable to the Company's
new consulting service.

General  and  administrative   expenses  include  administrative  and  executive
salaries and related benefits,  legal, accounting and other professional fees as
well as general corporate  overhead.  Expenses decreased  $1,129,000 to $597,000
for the three-month period ended June 30, 2000, when compared to the three-month
period  ended June 30, 1999 and  increased  $419,000 to  $3,870,000  for the six
month  period  ended June 30,  2000 when  compared to the same period last year.
Major factors  contributing to this three-month  decrease  include,  among other
things,  staff  reductions,  reduced  legal  expenses  and the  reduction in the
retention  of  financial   consultants.   The  six-month   increase  was  mainly
attributable  to an increase in the first quarter of 2000 of  $1,547,000  (which
was primarily  related to increased  compensation,  legal  expenses  incurred in
defending   the  Company  from   litigation   and  the  retention  of  financial
consultants)  as compared to the first  quarter of 1999,  offset by decreases in
the second quarter.

Amortization and depreciation  expenses  decreased  $770,000 and $1,535,000 when
comparing the three and six month periods ended June 30, 2000 and June 30, 1999,
respectively.  The decreases are primarily  attributable  to the  elimination of
purchased  software and goodwill  acquired in the ComputerCOP  transaction.  See
Note 8.

Gain on sale of Softworks of $47,813,000  represents the gain  associated with a
tender  offering  for  the  purchase  of  Softworks  common  stock  made  by EMC
Corporation, which was completed on January 27, 2000. See Note 8.

Gain on sale of  ComputerCOP  assets held for sale of $8,534,000  represents the
gain  associated  with an agreement  dated February 10, 2000 for the sale of the
ComputerCOP subsidiary to NetWolves Corporation. See Note 8.

As a result of the  Company's  sale of its  remaining  interest in  Softworks in
January 2000 and the sale of its  ComputerCOP  technology in February  2000, the
Company  recognized a taxable gain in the first quarter of 2000 and utilized all
of its currently available net operating loss  carryforwards.  The Company's tax
provision  for the six months ended June 30, 2000, of  $12,427,000,  consists of
deferred tax expense of $9,197,000 and current tax expense of $3,230,000.

                                       19
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                       MANAGEMENT DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

Financial Condition and Liquidity

For the  six-month  period ended June 30, 2000,  the Company  continued to incur
operating losses and used substantial  amounts of cash in operating  activities.
However,  the Company  believes that the cost saving  measures  implemented as a
result  of  the  restructuring   plan  will  reduce  recurring   operating  cash
requirements  in the  future.  The Company  financed  its  operating  activities
primarily through sale of Softworks common stock. In January,  2000, the Company
sold its remaining  interest in Softworks to EMC  Corporation and its subsidiary
("EMC")  for  $10.00  per share.  The  transaction  provided  cash  proceeds  of
$48,301,000 (net of expenses and fees of $3,157,000), and $10,000,000, which was
placed in an interest  bearing  escrow  account.  The escrow  funds,  net of any
claims  against them,  are scheduled to be released to the Company one year from
the date of closing,  January 27, 2001.  Also during the first  quarter of 2000,
the Company sold  ComputerCOP  Corp.  for 1,775,000  shares of NetWolves  Corp.,
valued at $20 per share  (aggregating  $35,500,000).  The assets of  ComputerCOP
Corp. included the ComputerCOP  technology (and certain related assets including
inventory) and  $20,500,000 in cash. The Company  purchased  225,000  additional
shares from certain  NetWolves  shareholders  for  $4,500,000.  The Company paid
approximately $1,819,000 in related fees and expenses. See Note 8.

In the first quarter of 2000, the Company's  newly  appointed Board of Directors
approved and the Company  announced a  restructuring  plan that it believes will
streamline  the  Company's  operations  and  overhead  structure  (Note 3).  Key
elements of the restructure plan include: (i) elimination of employees, expenses
and commitments  that supported the ComputerCOP  technology  (sold to NetWolves,
see Note 8), (ii)  elimination  of  employees,  expenses  and  commitments  that
supported the Company's  development  project  related to a multi-media  display
station  (see Note 11),  and (iii)  general  reduction  of  corporate  operating
expenses.  The  restructuring  activity  for the six month period ended June 30,
2000, is summarized in the table below:

<TABLE>
<CAPTION>
                                         Officer/director
                                         ----------------
                             Employee       retirement     Consulting   Operating
                             --------       ----------     ----------   ---------
                           terminations      packages      contracts     leases       Other       Total
                           ------------  ---------------   ----------   ---------     -----       -----
<S>                        <C>               <C>            <C>           <C>       <C>          <C>
Restructuring charge
 to operations,
 quarter ended March
 31, 2000                  $2,243,000        $7,535,000     $3,681,000    $369,000  $  985,000  $14,813,000

Restructuring charge
   to operations and
   adjustments, quarter
   ended June 30, 2000        (70,000)          140,000              -           -     122,000      192,000
                           ----------        ----------     ----------    --------  ----------  -----------
          Subtotal          2,173,000         7,675,000      3,681,000     369,000   1,107,000   15,005,000
Cash expenditures            (871,000)       (5,496,000)    (1,779,000)    (46,000)   (255,000)  (8,447,000)
Company stock
   issuances                 (200,000)         (100,000)      (630,000)          -    (250,000)  (1,180,000)
Netwolves stock
    exchanged                       -        (1,500,000)             -           -           -   (1,500,000)
                           ----------        ----------     ----------    --------  ----------  -----------
Restructuring accrual,
    June 30, 2000          $1,102,000        $  579,000     $1,272,000    $323,000  $  602,000  $ 3,878,000
                           ==========        ==========     ==========    ========  ==========  ===========
</TABLE>

Of the total outstanding liability of $3,878,000,  $1,153,000,  is payable after
one year.

                                       20
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                       MANAGEMENT DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

As discussed  above and as detailed in the Condensed  Consolidated  Statement of
Cash  Flows,  during the six month  period  ended  June 30,  2000,  the  Company
received  $48,301,000  from the sale of Softworks,  utilized  $26,819,000 in the
NetWolves/ComputerCOP transaction and $19,038,000 in operating activities, which
includes  $8,330,000  toward  the  restructuring,  and  paid a  dividend  to its
stockholders  totaling $2,194,000,  resulting in a cash balance of $2,453,000 as
of  June  30,  2000.  The  Company's  cash  balance  as of  August  10,  2000 is
approximately $1,213,000

Management's current short-term plan is primarily focused on achieving operating
profit by successfully  marketing innovative software products and services that
capitalize on the Company's  patented  technologies.  To achieve its goals,  the
Company has restructured its operations,  which reduced its operating  expenses,
while continuing to market the Server Farm. Additionally, the Company intends to
successfully market its new consulting service,  GTS. The Company is continually
reviewing its long-term business strategy.

Management  believes  that its  plan  will  ultimately  enable  them to  achieve
positive cash flows from operations. The Company has several sources to fund its
long term plans,  including the $10,072,000 currently being held in escrow which
is scheduled  to become  available to the Company (net of any claims) in January
2001 and its recent  investment in NetWolves.  However,  prior to the release of
the escrow  funds,  additional  cash will be  required.  The Company has been in
discussions with several parties to obtain the necessary short-term  debt/equity
financing and believes that there are several  valid  alternatives  available to
fund its  short-term  liquidity  needs,  including,  if  necessary,  the partial
disposition of its recent investment in NetWolves.

NetWolves is an innovator of all-in-one Internet gateway software systems, which
is a trend in the networking industry due to the enhanced functionality, offered
to end-users.  Their primary  product is marketed under the trade name,  FoxBox.
NetWolves  incorporates  a  series  of  software  modules  managed  by a  single
administrative  interface  that  protects  end user  investment  and offers cost
savings.  NetWolves  also offers  Internet  based  distance  training and profit
enhancing  programs for the  petroleum  industry.  At June 30, 2000,  the quoted
market value of the 1,875,000  restricted  shares of NetWolves  common stock was
$18,867,000 ($10.0625 per share). On August 10, 2000, the quoted market value of
the NetWolves common stock was $9,375,000 ($5.00 per share).

As discussed in Note 11, in April 2000,  the Company  entered into a contractual
arrangement with an unrelated third party,  whereby the Company  transferred all
of its in-process research and development technology related to the multi-media
display  station for the rights to 50% of the future  profits (as  defined),  if
any,  from the third  party's  operation or sale of this  technology.  The third
party agreed to utilize its contacts in the industry and also agreed to fund all
future costs  associated  with the  continued  development  and marketing of the
display station.  There can be no assurances that the Company will recognize any
proceeds from this transaction.

                                       21
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                       MANAGEMENT DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

YEAR 2000 ISSUES

The Company did not experience  any  significant  malfunctions  or errors in its
operating or business  systems when the date changed from 1999 to 2000. Based on
operations  since January 1, 2000,  the Company does not expect any  significant
impact to its ongoing business as a result of the "Year 2000 issue".  However it
is  possible  that the full impact of the date  change,  which was of concern to
computer  programs  that use two digits  instead of four digits to define years,
has not been fully  recognized.  The Company believes that any such problems are
unlikely  and that should they occur,  they would be minor and  correctable.  In
addition,  the Company  could still be  negatively  affected if the Year 2000 or
similar issues adversely  affect any of its suppliers.  The Company is currently
not aware of any significant  Year 2000 or similar problems that have arisen for
any of its vendors.

The  Company  estimates  that it  expended  approximately  $50,000  on Year 2000
readiness  efforts  through June 30, 2000.  The Company does not  anticipate any
further expenditure in connection with Year 2000 issues.

                                      22
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                          PART II - OTHER INFORMATION

           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

Item 1. Legal Proceedings
        Not applicable.

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.

        None

                                       23
<PAGE>
                                   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, thereunto duly authorized.

COMPUTER CONCEPTS CORP.


/s/ James Cannavino
--------------------------
James Cannavino                         Chairman and Director   August 14, 2000



/s/ George Aronson
--------------------------
George Aronson                          Chief Financial Officer August 14, 2000

                                       24