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 March 31, 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 May 18, 2000
was: 21,940,566.
<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                                     INDEX

  PART I   FINANCIAL INFORMATION                                          Page

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


    Condensed Consolidated Statements of Operations and Comprehensive
      Income For the Three Months Ended March 31, 2000 and 1999 . . .       4

    Condensed Consolidated Statements of Cash Flows

      For the Three Months ended March 31, 2000 and 1999  . . . . . .       5

    Notes to Condensed Consolidated Financial Statements  . . . . . .  6 - 14

    Management's Discussion and Analysis of Financial Condition and
     Results of Operations. . . . . . . . . . . . . . . . . . . . . . 15 - 20


  PART II   OTHER INFORMATION

    Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . .      21

    Item 2. Changes in Securities . . . . . . . . . . . . . . . . . .      21

    Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . .      21

    Item 4.  Submission of Matters to a Vote of Security Holders. . .      21

    Item 5. Other Information . . . . . . . . . . . . . . . . . . . .      21

    Item 6. Exhibits and Reports on Form 8-K  . . . . . . . . . . . .      21

    Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . .      22
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                   AS OF MARCH 31, 2000 AND DECEMBER 31, 1999
                       (in thousands, except share data)
<TABLE>
<CAPTION>

                                                        March 31,      December 31,
                                                          2000            1999
                                                        ---------      ------------
                                                       (Unaudited)
  <S>                                                     <C>            <C>
  ASSETS
  Current assets
   Cash and cash equivalents                              $15,324        $ 1,852
   Accounts receivable, net of allowance for sales
     returns and doubtful accounts of $8 and $493
     in 2000 and 1999, respectively                           460            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                  612            865
   Investment in NetWolves Corporation                     31,875             -
   Cash held in escrow                                     10,091             -
                                                          -------        -------
     Total current assets                                  58,362         28,384

  Property and equipment, net                               1,538          1,345
  Other assets                                                320            295
                                                          -------        -------
                                                          $60,220        $30,024
                                                          =======        =======

  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities
   Accounts payable and accrued expenses                  $ 4,210        $ 5,446
   Restructuring costs payable                             11,015             -
   Dividend payable                                         2,194             -
   Deferred maintenance revenue                                32             42
   Income taxes payable                                     3,650             50
                                                          -------        -------
     Total current liabilities                             21,101          5,538
                                                          -------        -------
  Commitments and contingencies

  Shareholders' equity

   Common stock, $.0001 par value; 150,000,000 shares
     authorized; 21,940,566 and 20,765,825 shares issued
     in 2000 and 1999, respectively; and 21,940,566 and
     20,529,245 shares outstanding in 2000 and 1999,
     respectively                                               2              2
   Additional paid-in capital                             103,060        102,868
   Accumulated deficit                                    (58,093)       (77,766)
   Accumulated other comprehensive loss                    (5,850)          (225)
                                                          -------        -------
                                                           39,119         24,879

   Common stock in treasury, at cost  - 236,580 shares         -            (393)
                                                          -------        -------
     Total shareholders' equity                            39,119         24,486
                                                          -------        -------
                                                          $60,220        $30,024
                                                          =======        =======
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED STATEMENTS OF
                      OPERATIONS AND COMPREHENSIVE INCOME
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                       For the three months ended
                                                                March 31,
                                                   -----------------------------------
                                                           2000            1999
                                                          -------        -------
                                                  (In thousands, except per share data)
  <S>                                                     <C>            <C>
  Revenue
   Software licenses, net                                 $    35        $ 6,730
   Maintenance                                                 11          3,539
   Professional services                                      480          3,699
                                                          -------        -------
                                                              526         13,968
                                                          -------        -------
  Cost of revenue
   Software licenses, net                                      11            216
   Maintenance                                                 -             548
   Professional services                                       78          3,243
                                                          -------        -------
                                                               89          4,007
                                                          -------        -------
  Gross margin                                                437          9,961
                                                          -------        -------
  Operating expenses
   Research and development                                 3,044          4,470
   Sales and marketing                                      3,293          8,141
   General and administrative                               3,272          2,915
   Amortization and depreciation                              209          1,684
   Non-recurring restructuring charge                      14,813             -
                                                          -------        -------
                                                           24,631         17,210
                                                          -------        -------
  Operating loss                                          (24,194)        (7,249)

  Other income (expenses)
   Gain on sale of Softworks                               47,813          2,031
   Gain on sale of ComputerCOP assets held for sale         8,534             -
   Interest income (expense), net                             332            (12)
   Minority interest in earnings of Softworks                  -             (46)
                                                          -------        -------
  Income (loss) before provision for income taxes          32,485         (5,276)
  Provision for income taxes                              (12,812)           (75)
                                                          -------        -------
  Net income (loss)                                       $19,673        $(5,351)
                                                          =======        =======

  Other comprehensive (loss) income
   Unrealized loss on marketable securities                (5,625)            -
   Foreign currency translation adjustments                    -               3
                                                          -------        -------
  Comprehensive income (loss)                             $14,048        $(5,348)
                                                          =======        =======

  Basic net income (loss) per share                       $  0.96        $ (0.27)
                                                          =======        =======
  Diluted net income (loss) per share                     $  0.93        $ (0.27)
                                                          =======        =======

  Basic weighted average common shares outstanding         20,522         20,089
                                                          =======        =======
  Diluted weighted average common shares outstanding       21,188         20,089
                                                          =======        =======
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                       For the three months ended
                                                                March 31,
                                                       --------------------------
                                                           2000           1999
                                                          -------        -------
                                                              (In thousands)


  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

  <S>                                                     <C>            <C>
  Cash flows from operating activities
   Net income (loss)                                      $19,673        $(5,351)
   Adjustments to reconcile net income (loss) to net
     cash (used in) provided by operating activities
       Depreciation and amortization
         Software costs                                        -             792
         Property and equipment                               212            416
         Excess of cost over fair value of net assets
          acquired                                             -             669
          Other                                                 1              1
       Minority interest in net income of Softworks            -              46
       Provision for doubtful accounts                         -             114
       Deferred income taxes                                9,197            290
       Common stock and options issued for services         2,522          1,744
       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           -             634
       Gain on sale of Softworks and ComputerCOP          (56,347)        (2,031)
   Changes in operating assets and liabilities
       Accounts receivable                                    (17)        12,641
       Installment accounts receivable                         -             149
       Prepaid expenses and other current assets              253          5,511
       Assets held for sale - ComputerCOP                     (18)            -
       Cash held in escrow                                    (91)            -
       Other assets                                           (26)           369
       Accounts payable and accrued expenses               (1,648)        (4,239)
       Restructuring costs payable                         11,015             -
       Income taxes payable                                 3,600         (2,043)
       Deferred revenue                                       (10)        (1,366)
                                                          -------        -------
          Net cash (used in) provided by operating
           activities                                      (8,504)         8,346
                                                          -------        -------
  Cash flows from investing activities
    Proceeds from the sale of Softworks stock (net of
     $3,157 of expenses)                                   48,301             -
    Cash utilized in the ComputerCOP/NetWolves
     transaction (including $1,819 of expenses)           (22,319)            -
    Investment in NetWolves Corporation                    (4,500)            -
    Capital expenditures                                     (405)          (745)
    Cash received from the license of technology               -             400
    Software development and technology purchases              -            (222)
    Repayment of officers' loans, net                         899            353
                                                          -------        -------
          Net cash provided by (used in) investing
           activities                                      21,976           (214)
                                                          -------        -------
  Cash flows from financing activities
    Proceeds from long term debt                               -           2,021
    Repayments of long term debt                               -          (5,060)
                                                          -------        -------
          Net cash used in financing activities                -          (3,039)
                                                          -------        -------
  Effects of exchange rate changes on cash and cash
   equivalents                                                 -               3
                                                          -------        -------
  Net increase in cash and cash equivalents                13,472          5,096
  Cash and cash equivalents, beginning of period            1,852          8,176
                                                          -------        -------
  Cash and cash equivalents, end of period                $15,324        $13,272
                                                          =======        =======
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

1    Interim financial information

     The  condensed  consolidated  balance  sheet as of March 31, 2000,  and the
     condensed  consolidated  statements of operations and comprehensive  income
     and cash flows for the three  months  ended March 31,  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 months ended March 31, 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 to the  telecommunications
     industry.  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 which 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
     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.
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

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 $14,813,000 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
     $12,133,000;  $1,180,000 was settled with Company stock; and $1,500,000 was
     settled with  NetWolves  common stock.  As of March 31, 2000, the remaining
     cash requirement is $11,015,000, which is expected to be primarily expended
     during the next 12 months.

     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 for the quarter ended March 31,
     2000 is summarized in the table below:
<TABLE>
<CAPTION>
                            Employee     Officer/director     Consulting      Operating         Other          Total
                            --------     ----------------     ----------      ---------         -----          -----
                          terminations     retirement          contracts        leases
                          ------------     ----------          ---------        ------
                                            packages
                                            --------

  <S>                       <C>              <C>              <C>              <C>            <C>
  Restructuring charge
  to operations             $2,243,000       $7,535,000       $3,681,000       $369,000       $985,000       $14,813,000

  Cash expenditures             -              (558,000)        (500,000)        -             (60,000)       (1,118,000)
  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,
   March 31, 2000           $2,043,000       $5,377,000       $2,551,000       $369,000       $675,000       $11,015,000
                            ==========       ==========       ==========       ========       ========       ===========
</TABLE>
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

               FOR THE THREE MONTHS ENDED MARCH 31, 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.  $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,  $4,800,000
          was paid in April 2000, $500,000 is payable on or before March 1, 2001
          and the $77,000  balance  relates to employee  benefits  payable  over
          various time periods.

     --   The Company  settled 5  long-term  consulting  contracts  that will no
          longer be required.  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 will pay $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;
          $1,220,000  cash was paid in April 2000;  and the  $1,331,000  balance
          will be paid over the next five years.

     --   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 3 to 38 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 payable on May 1, 2000.

     During the three month  period  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 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
               $1,395,000.  S.J. & Associates,  Inc. was issued 375,000 of these
               shares upon achieving  certain  performance goals pursuant to its
               1999 contract.
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999


          --   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 three month period ended March 31, 1999,  the Company issued the
     following restricted common stock:

          --   As part of a  bonus  incentive  compensation  plan,  the  Company
               issued  470,500  shares to several  non-executive  employees  for
               which it recorded a non cash charge to earnings, of $826,000;

          --   Issued 510,500 shares of its common stock to various  consultants
               for which it recorded a non cash charge to earnings of $910,000;

          --   In lieu  of  cash,  the  Company  issued  115,000  shares  for an
               acquisition  of  a  technology  license.   The  Company  recorded
               amortization  expense  of $8,000  during the three  months  ended
               March 31, 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.  However, the plaintiff filed an appeal, which is
     being  contested  by the  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.
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

     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.  Its  primary  activity  is  providing  services  to the
     telecommunications industry through the d.b. Express Server Farm (Note 1).

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  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.
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

     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  ($20. per share) of  the
     NetWolves stock at the time the transaction was agreed to and announced 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 March 31, 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 March 31,  2000,  the quoted  market  value of the
     1,875,000 shares of NetWolves common stock was $31,875,000 ($17 per share).
     The unrealized  loss of $5,625,000 was recorded as a charge to "accumulated
     other comprehensive  loss." On May 18, 2000, the quoted market value of the
     NetWolves common stock was $18,281,000 ($9.75 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.
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

     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.  The escrow funds,  net of any claims
     against  them,  are to be released to the Company one year from the date of
     closing.

     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  quarters  ended  March  31,  2000  and  1999,  are as  follows  (in
     thousands):
<TABLE>
<CAPTION>
                                                 Three months ended March 31, 2000
                                                        Pro Forma Adjustments
                                                        ---------------------
                                                                    NetWolves/
                                                      Softworks    ComputerCOP
                                        Actual       Transaction   Transaction     Pro Forma
                                        ------       -----------   -----------     ---------
  <S>                                   <C>            <C>            <C>           <C>
  Revenue                               $   526        $      -       $   (35)      $    491
  Cost of revenue                            89               -           (11)            78
                                        -------        --------       -------       --------
  Gross margin                              437               -           (24)           413

  Total operating expenses               24,631               -          (229)        24,402
                                        -------        --------       -------       --------
  Operating loss                        (24,194)              -           205        (23,989)

  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                               332               -             -            332
                                        -------        --------       -------       --------
  Income (loss) before provision for
   income taxes                          32,485         (47,813)       (8,329)       (23,657)

  Provision for income taxes            (12,812)         10,800         1,997            (15)
                                        -------        --------       -------       --------
  Net income (loss)                     $19,673        $(37,013)      $(6,332)      $(23,672)
                                        =======        ========       =======       ========

</TABLE>
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999


<TABLE>
<CAPTION>
                                                 Three months ended March 31, 1999
                                                        Pro Forma Adjustments
                                                        ---------------------
                                                                    NetWolves/
                                                      Softworks    ComputerCOP
                                        Actual       Transaction   Transaction     Pro Forma
                                        ------       -----------   -----------     ---------
  <S>                                   <C>            <C>            <C>           <C>
  Revenue                               $13,968        $(10,258)      $    (3)      $ 3,707
  Cost of revenue                         4,007            (764)          (19)        3,224
                                        -------        --------       -------       --------
  Gross margin                            9,961          (9.494)           16           483

  Total operating expenses               17,210          (9,342)       (1,838)        6,030
                                        -------        --------       -------       --------
  Operating loss                         (7,249)           (152)        1,854        (5,547)

  Other income (expense)
   Gain on sale of Softworks              2,031          (2,031)            -             -
   Other, net                               (58)             92             -            34
                                        -------        --------       -------       --------
  Loss before provision for income
  taxes                                  (5,276)         (2,091)        1,854        (5,513)

  Provision for income taxes                (75)             60             -           (15)
                                        -------        --------       -------       --------
  Net loss                              $(5,351)       $ (2,031)      $ 1,854       $ (5,528)
                                        =======        ========       =======       ========
</TABLE>
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 quarter ended March 31,
     2000,  consists  of  deferred  tax  expense of  $9,197,000  and current tax
     expense of $3,615,000.

10   Earnings per share

     For 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.  For 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:
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
                                                   Three months ended March 31,
                                                   ---------------------------
                                                        2000         1999
                                                      -------       -------
                                              (in thousands, except per share data)

             <S>                                      <C>           <C>
             Numerator:
               Net income (loss)                      $ 19,673      $(5,351)
             Denominator:                             ========      =======
               Weighted average shares outstanding
               (Denominator for basic EPS)              20,522       20,089

               Effect of dilutive securities
                  Stock options                            666          N/A
                                                       -------      -------
             Denominator for diluted EPS                21,188       20,089
                                                       =======      =======
             Basic net income (loss) per share        $   0.96      $ (0.27)
             Diluted net income (loss) per share      $   0.93      $ (0.27)
</TABLE>
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
     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.
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                      MANAGEMENT DISCUSSIONS AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 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 to the  telecommunications  industry.  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 $14,813,000.

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.
The Company does not currently have any other sales  contracts for this business
unit and is no longer actively pursuing new contracts.
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                      MANAGEMENT DISCUSSIONS AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999


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 quarter  ended March 31, 1999,  on a consistent
basis with the actual  results  for the  quarter  ended  March 31,  2000,  is as
follows:

                    Computer Concepts Corp. and Subsidiaries
                    ----------------------------------------
      Actual and Pro Forma Condensed Consolidated Statements of Operations
      --------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                   For the three months ended
                                                   --------------------------
                                                           March 31,
                                                           ---------
                                                        (in thousands)
                                                     2000           1999
                                                     ----           ----
                                                   (Actual)      (Proforma)
                                                    ------        --------
  <S>                                              <C>             <C>
  Revenue

       Software licenses, net                      $    35         $     -
       Maintenance                                      11              11
       Professional services                           480           3,699
                                                   -------         -------
                                                       526           3,710
                                                   -------         -------
  Cost of revenue
       Software licenses                                11               -
       Maintenance                                       -               -
       Professional services                            78           3,243
                                                   -------         -------
            Gross margin                               437             467
                                                   -------         -------
  Research and development                           3,044           1,971
  costs
  Sales and marketing costs                          3,293           3,199
  General and administrative                         3,272           1,725
  costs
  Amortization and depreciation                        209             974

  Non-recurring restructurxing
  charge                                            14,813               -
                                                   -------         -------
                                                    24,631           7,869
                                                   -------         -------
            Operating loss                         (24,194)         (7,402)
  Gain on sale of Softworks                         47,813           2,031
  Gain on sale of ComputerCOP
  assets held for sale                               8,534               -
  Interest and other income                            332              20
  Provision for income taxes                       (12,812)              -
                                                   -------         -------
  Net income (loss)                                $19,673         $(5,351)
                                                   =======         =======
</TABLE>
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                       MANAGEMENT DISCUSSIONS AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

The  following  discussion  about  the  results  of  operations  is based on the
operating  results as presented  in the above table.

For the three month  period  ended March 31, 2000,  total  revenue  decreased by
$3,184,000,  when  compared to the three  month  period  ended  March 31,  1999,
primarily  as a  result  of a  $3,399,000  decrease  in its  hardware  reselling
business unit. The Company has no open hardware contracts, and, in January 2000,
elected to  significantly  curtail the  operations of this business  unit.  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 to the telecommunications  industry. For the three months ended March 31,
2000, and 1999, revenue was $480,000 and $300,000,  respectively. The Company is
currently  negotiating/finalizing  several new contracts,  which if consummated,
should  increase  revenue.  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. During the first quarter 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 July 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.  The cost of revenue related
to the Server  Farm,  for the three  month  period  ended  March 31,  2000,  was
$78,000,  or 16.2% of revenue.  The cost of revenue  related to the Server Farm,
for the three  month  period  ended March 31,  1999,  was  $77,000,  or 25.7% of
revenue.  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."

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
and  development   efforts.   Costs  attributable  to  the  development  of  the
multi-media  display  station was  $245,000 in the 1999 period and  increased by
$1,548,000 to $1,793,000 in the 2000 period. Pursuant to the restructuring plan,
the  Company  ceased  development  of this  project  thereby  eliminating  these
development costs in the future.  The Company also reduced its development costs
with respect to the Server Farm by $475,000,  when  comparing the 2000 period to
1999. The Company anticipates further reductions in future periods.

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  increased
$94,000 to  $3,293,000  for the  three-month  period ended March 31, 2000,  when
compared to $3,199,000 for the three month period ended March 31, 1999. Included
in this change was a reduction of approximately $975,000 in non-cash advertising
charges related to ComputerCOP taken in 1999, but not in 2000. Since ComputerCOP
was sold in the first  quarter of 2000,  these costs will be  eliminated  in the
future. Costs attributable to the sales and marketing of the multi-media display
station was $81,000 in the 1999 period and  increased by $516,000 to $597,000 in
the  2000  period.  Pursuant  to the  restructuring  plan,  the  Company  ceased
marketing this project  thereby  eliminating  these sales and marketing costs in
the future.  The balance of the change in sales and marketing costs, an increase
of  $553,000,  relate to the  Company's  Server Farm (in the  telecommunications
industry as well as exploring new vertical  market  applications)  and marketing
research for products and services currently under development.  While sales and
marketing  expenses have risen, the Company believes that its expenditures  were
necessary  in  order  to  maintain  and  improve  market  position  and  product
recognition.  The Company believes sales and marketing  expenses should be lower
in future periods.
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                       MANAGEMENT DISCUSSIONS AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

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 increased $1,547,000 to $3,272,000
for the  three-month  period ended March 31, 2000,  when  compared to the three-
month period ended March 31, 1999.  Major factors  contributing to this increase
include, among other things, increased compensation,  legal expenses incurred in
defending   the  Company  from   litigation   and  the  retention  of  financial
consultants.   As  a  result  of  reductions  made  pursuant  to  the  Company's
restructure  plan,  the Company  believes  general and  administrative  expenses
should be lower in future periods.

Amortization and  depreciation  expenses  decreased  $765,000 when comparing the
three-month  periods  ended March 31, 2000 and March 31,  1999.  The decrease is
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 quarter ended March 31, 2000, consists of deferred tax expense
of $9,197,000 and current tax expense of $3,615,000.

Financial Condition and Liquidity

During the first  quarter of 2000,  the Company  continued to incur  substantial
operating losses and used substantial  amounts of cash in operating  activities,
which were  primarily  financed  through sale of  Softworks  common  stock.  The
Company sold its  remaining  interest in Softworks  to EMC  Corporation  and its
subsidiary  ("EMC")  for $10.00 per share.  The  transaction  was  completed  on
January 27, 2000, and 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 to be
released to the Company one year from the date of closing. 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 activity for the quarter ended March 31, 2000 and through May 15,
2000, is summarized in the table below:
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                       MANAGEMENT DISCUSSIONS AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
                          Employee    Officer/director   Consulting   Operating      Other        Total
                          --------    ----------------   ----------   ---------      -----        -----
                        terminations      retirement     contracts      leases
                        ------------      ----------     ---------      ------
                                           packages
                                           --------
  <S>                     <C>            <C>            <C>            <C>          <C>        <C>
  Restructuring charge
  to operations           $2,243,000     $7,535,000     $3,681,000     $369,000     $985,000   $14,813,000

  Cash paid                   -            (558,000)      (500,000)      -           (60,000)   (1,118,000)
  Company stock
  issuances                 (200,000)      (100,000)      (630,000)      -          (250,000)   (1,180,000)
  Netwolves stock
  exchanged                   -          (1,500,000)        -            -            -         (1,500,000)
                          ----------     ----------     ----------     --------     --------   -----------
  Balance  March 31, 2000  2,043,000      5,377,000      2,551,000      369,000      675,000    11,015,000
  Cash paid                 (397,000)    (4,807,000)    (1,247,000)     (30,000)      -         (6,481,000)
                          ----------     ----------     ----------     --------     --------   -----------
  Restructuring accrual,
     May 15, 2000         $1,646,000     $  570,000     $1,304,000     $339,000     $675,000   $ 4,534,000
                          ==========     ==========     ==========     ========     ========   ===========
</TABLE>

The balance of the  restructuring  liability  is payable as follows:  $2,821,000
payable during the next 10 months,  $483,000 is payable over various  periods up
to 36 months and $1,230,000 is payable over the next five years.

As discussed  above and as detailed in the Condensed  Consolidated  Statement of
Cash  Flows,  during the  quarter  ended March 31,  2000,  the Company  received
$48,301,000   from  the  sale  of  Softworks,   utilized   $26,819,000   in  the
NetWolves/ComputerCOP   transaction  and  $8,504,000  in  operating   activities
(including  $1,118,000  from the  restructuring)  resulting in a cash balance of
$15,324,000 as of March 31, 2000. Subsequent to March 31, 2000, the Company paid
a dividend to its stockholders totaling $2,194,000,  paid restructuring costs of
$6,481,000,  reduced its March 31, 2000 accounts payable and accrued expenses by
approximately  $2,300,000 and paid current  operating  expenses of approximately
$507,000, resulting in a cash balance of $3,842,000 as of May 15, 2000.

Management's current short-term plan is primarily focused on achieving operating
profit by successfully marketing innovative software products and services which
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 to the  telecommunications  sector.
Additionally,  the Company  intends to  successfully  market its new  consulting
service,  GTS.  The Company is  continually  reviewing  its  long-term  business
strategy.

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.


While management  believes that its plan will ultimately  enable them to achieve
positive cash flows from  operations,  until such time,  substantial cash may be
necessary  to  implement  such  plan.  Although  there  can  be  no  assurances,
management has several  sources to fund the  development of its plan,  including
the $10,000,000  currently  being held in escrow which becomes  available to the
Company  (net of any claims) in January  2001,  or the partial  disposition  (if
necessary) of its recent investment in NetWolves. The Company is also seeking to
obtain a line of credit.

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 March 31, 2000,  the quoted
market value of the 1,875,000  shares of NetWolves  common stock was $31,875,000
($17 per share).  On May 18,  2000,  the quoted  market  value of the  NetWolves
common stock was $18,281,000 ($9.75 per share).
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                       MANAGEMENT DISCUSSIONS AND ANALYSIS
                      OF FINANCIAL CONDITION AND LIQUIDITY

               FOR THE THREE MONTHS ENDED MARCH 31, 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
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 March 31, 2000.  The Company does not anticipate any
further expenditures in connection with the Year 2000 issue.
<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION

               FOR THE THREE MONTHS ENDED MARCH 31, 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.

Report on Form 8-K dated March 2, 2000  covering Item 2-  Disposition  of Assets
and Item 7- Financial  Statements  and Exhibits  relating to sale of ComputerCop
Corp.

Report on Form 8-K dated February 9, 2000 covering Item 2- Disposition of Assets
and Item 7- Financial  Statements and Exhibits relating to sale of the Company's
holdings of Softworks, Inc.
<PAGE>
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



/s/ George Aronson
------------------------
George Aronson
Chief Financial Officer




Date:  May 18, 2000