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, 1997
                                       OR
[ ]  TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15 (d)
     OF THE SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to
                          Commission File No. 0 - 20660
                             COMPUTER CONCEPTS CORP.
             (Exact name of registrant as specified in its charter)


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


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


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

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

     The number of shares of $.0001 par value stock outstanding as of August 14,
1997 was: 113,888,000
<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                                      INDEX

<TABLE>

PART I -  FINANCIAL INFORMATION                                        Page
<S>                                                                   <C>

 Condensed Consolidated Balance Sheets
 as of June 30, 1997 and December 31, 1996                             1

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

 Condensed Consolidated Statements of Cash Flows
 For the Six Months ended June 30, 1997 and 1996                       3

 Notes to Condensed Consolidated Financial Statements                  4 - 8

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


PART II - OTHER INFORMATION

 Item 1. Legal Proceedings                                             13

 Item 2. Changes in Securities                                         13

 Item 3. Defaults Upon Senior Securities                               13

 Item 4. Submission of Matters to a Vote of Security Holders           13

 Item 5. Other Information                                             13

 Item 6. Exhibits and Reports on Form 8-K                              13

 Signatures                                                            14
</TABLE>

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                    as of June 30, 1997 and December 31, 1996
                        (in thousands, except share data)

<TABLE>
<CAPTION>
                                                  June 30,      December 31,
                                                     1997           1996 
                                                     ----           ----
                                                 (unaudited) 
                                ASSETS
<S>                                                <C>         <C>
CURRENT ASSETS:
  Cash and cash equivalents                        $ 3,507      $  5,675
  Accounts receivable, net of allowance
     for doubtful accounts of $426 and
     $693 in 1997 and 1996,  respectively           11,641         9,044
  Advances to  officers                                837           682
  Inventories                                           19            29
  Deferred discount on convertible debentures           83            -   
 Prepaid expenses and other current assets           1,362         1,036
                                                   -------       -------    
      Total current assets                          17,449        16,466

INSTALLMENT ACCOUNTS RECEIVABLE, due after 
      one year                                       4,941         3,714
PROPERTY AND EQUIPMENT, net                          2,008         1,605
SOFTWARE COSTS,  net                                 1,070           949
EXCESS OF COST OVER FAIR VALUE OF NET ASSETS 
     ACQUIRED, net of accumulated amortization  
     of $2,989  and $2,628 in 1997 and 1996, 
     respectively                                    4,632         4,683

OTHER ASSETS                                           173           254
                                                   -------       -------    
                                                  $ 30,273      $ 27,671
                                                   =======       =======    

               LIABILITIES AND SHAREHOLDERS   EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued expenses          $  5,876        $4,227
   Current portion of long- term debt                  496           458
   Deferred revenues                                 9,891         8,972
                                                   -------       -------    
      Total current liabilities                     16,263        13,657

DEFERRED REVENUES                                    5,547         3,964
LONG-TERM DEBT                                       4,215           526
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS  EQUITY:
   Common stock, $.0001 par value; 150,000,000 
   shares authorized; 101,622,000 shares
   in 1997 and 101,335,000 shares in 1996 issued 
   and outstanding                                     10            10
   Additional paid-in capital                      81,812        78,870
   Accumulated deficit                            (77,574)      (69,356)
                                                  -------       -------    
        Total shareholders  equity                  4,248         9,524
                                                  -------       -------    
                                                 $ 30,273      $ 27,671
                                                  =======       =======    
<FN>
       See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>

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

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

                                1997      1996         1997      1996
                                ----      ----         ----      ----    
<S>                             <C>      <C>         <C>       <C>    
REVENUES:
Software licenses and support   $6,847   $3,722      $11,862   $ 7,831
Other                              575      -          1,412       -
                                ------   ------      -------   -------
                                 7,422    3,722       13,274     7,831
COSTS AND EXPENSES:
  Cost of revenues and 
     technical support           2,838    1,282        5,221     2,616
  Research and development       1,067      322        1,651       676
  Sales and marketing            4,073    2,448        7,077     4,375
  General and administrative     2,941    1,677        4,706     3,494
  Amortization and depreciation    557      779        1,108     1,541
  Unusual charges                  850      -            850     2,075
                                ------   ------       ------    ------  
                                12,326    6,508       20,613    14,777
                                ------   ------       ------    ------      

NET LOSS FROM OPERATIONS        (4,904)  (2,786)      (7,339)   (6,946)
                                ------   ------       ------    ------      
OTHER INCOME/(EXPENSE):
 Interest charge pertaining to
     the discount on convertible
     debentures                   (880)  (1,920)       ( 880)   (2,180)
                                ------   ------       ------    ------      
NET LOSS                       $(5,784) $(4,706)     $(8,219)  $(9,126)
                                ======   ======       ======    ======      

NET LOSS PER SHARE              $(0.06)  $(0.07)      $(0.08)  $ (0.15)
                                ======   ======       ======    ======      
WTD. AVG. COMMON SHARES 
     OUTSTANDING               101,396   65,136      101,508    61,642
                               =======   ======      =======    ======
<FN>
            See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>


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

                                                                               1997         1996
                                                                               ----         ----           
<S>                                                                           <C>        <C>

OPERATING ACTIVITIES:
Net loss ..................................................................   $(8,219)   $(9,126)
Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization:
          Software costs ..................................................       298        729
          Property and equipment ..........................................       421        336
          Excess of cost over fair value of net assets acquired ...........       362        472
          Other ...........................................................         3          4
     Bad debts ............................................................       162       --
     Common stock and options issued for services..........................     1,796        305
     Non-cash unusual charges .............................................       500      2,000
     Non-cash interest charge for discount on convertible debt ............       880      2,180
Changes in operating assets and liabilities:
     Accounts receivable ..................................................    (2,597)        94
     Installment accounts receivable, due after one year ..................    (1,227)      (944)
     Inventories ..........................................................        10         54
     Prepaid expenses and other current assets ............................      (326)      (108)
     Other assets .........................................................        81       (243)
     Deferred revenue .....................................................     2,502        192
    Accounts payable and other accrued expenses ...........................     1,149      1,561
                                                                               ------     ------                 
                              Net cash used in operating activities .......    (4,205)    (2,494)
                                                                               ------     ------                 
INVESTING ACTIVITIES:
     Capital expenditures .................................................      (823)      (204)
     Additional consideration for Softworks acquisition ...................      (311)      (269)
     Proceeds from the sale of technology .................................      --          250
     Capitalization of software development costs .........................      (420)      (218)
     Net change in advances to officers ...................................      (155)      ( 82)
                                                                               ------     ------                 
                            Net cash used in investing activities .........    (1,709)      (523)
                                                                               ------     ------                 
FINANCING ACTIVITIES:
    Net proceeds from sales of common stock and options and convertible 
     debentures............................................................     4,005       9,201
    Other loans payable ...................................................      --         --
    Net change in long term debt ..........................................      (259)      (186)
                                                                               ------     ------                 
                            Net cash provided by financing activities .....     3,746      9,015
                                                                               ------     ------                 
INCREASE/(DECREASE)  IN CASH AND CASH EQUIVALENTS .........................    (2,168)     5,998
CASH AND CASH EQUIVALENTS, beginning of period ............................     5,675        579
                                                                               ------     ------                 
CASH AND CASH EQUIVALENTS, end of period ..................................   $ 3,507    $ 6,577
                                                                               ======     ======                 
<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 and Six Months Ended June 30, 1997 and 1996

       1.   INTERIM  FINANCIAL INFORMATION

The condensed  consolidated balance sheet as of June 30, 1997, and the condensed
consolidated  statements of  operations  for the three and six months ended June
30, 1997,  and 1996,  and cash flows for the six months ended June 30, 1997, and
1996, have been prepared by the Company without audit.  These interim  financial
statements  include  all  adjustments,   consisting  only  of  normal  recurring
accruals,  which management  considers  necessary for a fair presentation of the
financial  statements for the above  periods.  The results of operations for the
three and six months  ended June 30, 1997,  are not  necessarily  indicative  of
results that may be expected for any other interim periods or for the full year.
These condensed  consolidated financial statements should be read in conjunction
with the consolidated  financial statements and notes thereto for the year ended
December 31, 1996.  The  accounting  policies  used in preparing  the  condensed
consolidated  financial  statements are consistent  with those  described in the
December 31, 1996, consolidated financial statements.

       2.   BASIS OF PRESENTATION

Computer Concepts Corp. and subsidiaries (the "Company") design, develop, market
and support  information  delivery software  products,  including  end-user data
access tools for use in personal  computer and client/server  environments,  and
systems management software products for corporate  mainframe data centers.  The
Company  has  recently  entered  into  the  Information  Services  /  technology
infrastructure  service business.  The Company's  principal market is the United
States. Overseas revenues are principally made to European distributors.

The Company has incurred  consolidated  net losses of  $5,784,000  for the three
months ended June 30, 1997,  $8,219,000  for the six months ended June 30, 1997,
and  cumulative net losses of $77,574,000  through June 30, 1997.  Further,  the
Company has incurred  consolidated  net losses of  $18,953,000,  $18,365,000 and
$12,207,000   during  the  years  ended  December  31,  1996,  1995,  and  1994,
respectively.  For the six month period  ended June 30,  1997,  net cash used in
operating activities was $4,205,000,  reflecting the above net loss being offset
by various non-cash items described in the accompanying  consolidated  statement
of cash flows. The Company's cash requirements  were primarily  financed through
current and prior year sales of convertible debentures, and funds generated from
Softworks' operations.

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


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


       2.   BASIS OF PRESENTATION (Continued)

Management's  plans to remain a going concern,  as more fully  described in
these notes,  require  additional  financing  until such time as sufficient cash
flows are generated from operations. During the six months ended June 30,
1997, the Company  received  approximately  $3,380,000  (net of commissions  and
fees)  from  the sale of  convertible  debentures.  See Note 3 to the  condensed
consolidated financial statements.

There can be no  assurances  that the Company will be able to obtain  sufficient
financing to execute its business plan. The Company's  current source of revenue
continues to be derived from its  Softworks  subsidiary.  Management's  plans to
remain a going concern rely upon achieving  positive cash flows from  operations
through the continued growth of Softworks and the successful exploitation of the
Company's  d.b.Express  product.  While to date,  revenues from d.b.Express have
been insignificant, management believes that its proprietary software technology
has  significant  potential in several  areas,  and solves  certain  significant
business issues in the telecommunications and internet related markets. In order
to realize the potential of this product,  management  will need to aggressively
pursue  all  marketing   opportunities.   To  date,  the  Company  has  incurred
significant losses (both cash expenses and non-cash expenses) as a result of the
development  and marketing of  d.b.Express.  There can be no assurances that the
Company will be successful in achieving positive cash flows from operations with
respect to the d.b.Express  product. The Company continues to pursue license and
development  agreements  with  various  companies.  While none of the  Company's
existing  agreements or development  opportunities,  that relate to d.b.Express,
provide sales commitments,  management believes that the successful exploitation
of its  d.b.Express  technology,  as well as the continued  growth of Softworks,
will  eventually  enable  the  Company  to  achieve  positive  cash  flows  from
operations.  Unless  the  Company  determines  to  discontinue  its  pursuit  of
d.b.Express  revenues  (which requires  significant  financial  resources),  the
Company will need to generate  positive cash flows from operations from the sale
of  d.b.Express  product in order to decrease its  dependency on cash flows from
financing activities and remain a going concern. At August 14, 1997, the Company
had  cash  and  cash  equivalents  of  approximately   $1,920,000   (unaudited).
Ultimately,  however,  positive cash flows from  operations will be necessary in
order to curtail the Company's reliance on equity placements.

The  Company is a  defendant  in several  lawsuits  and class  action  claims as
described in Note 4.d. Based on consultation with legal counsel, the Company and
its officers believe that meritorious  defenses exist regarding the lawsuits and
claims, and they are vigorously  defending against the allegations.  The Company
is unable to predict  the  ultimate  outcome of the  claims,  which could have a
material  adverse effect on the consolidated  financial  position and results of
operations of the Company.  Accordingly,  except as expressly  discussed herein,
the financial  statements do not reflect any adjustments  that might result from
the ultimate outcome of these litigation matters.
<PAGE>

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

              3.   SHAREHOLDERS' EQUITY

a. Sales of Common Stock and Convertible Debentures

The  Company  raised   approximately   $3,380,000   (net  of  expenses  and
commissions  of   approximately   $485,000)   through  the  sale  of  $3,865,000
non-interest  bearing  convertible  debentures.  These debentures  mature May 9,
1998, and are convertible,  at the option of the holder, commencing 45 days from
the date of issue into restricted  common stock of the Company.  The convertible
debentures  have an assured  discount  of 25% from the  prices of the  Company's
common stock at various defined periods.  In connection with this discount,  SEC
Staff comments and consistent with SEC observer  comments at the Emerging Issues
Task Force meeting on March 13, 1997 related to this topic, the Company recorded
a deferred  asset of $966,000  upon the  receipt of the funds and is  amortizing
this  discount  amount over the period  commencing  on the date the security was
issued  to the date it  first  becomes  convertible.  Accordingly,  the  Company
recorded a non-cash interest charge related to these securities of $880,000.  As
of the date of the filing of this  report the entire  amount of the  debentures,
$3,865,000,  had  converted  into  an  aggregate  of  11,982,342  shares  of the
Company's   common  stack  and  has,   accordingly,   increased   the  Company's
shareholders' equity by an equal amount.

Additionally,  during the six month  period  ended June 30,  1997,  the  Company
consummated  sales of 65,250 shares of common stock  resulting from the exercise
of stock options. Proceeds raised from these sales aggregated $18,000.

b. Stock Compensation Awards and Repricing of Options

During the three month  period  ended June 30,  1997,  the  Company  issued
700,000 shares of common stock, 325,000 of which are subject to registration, to
an officer and an outside consultant. The shares had a fair value on the date of
issuance  of  $350,000  and,  accordingly,   the  Company  recorded  a  non-cash
compensation charge of $350,000.  Additionally,  in lieu of cash compensation to
various  employees,  officers and consultants,  the Company's Board of Directors
authorized a reduction of the exercise price of 2,850,000 outstanding options to
purchase the  Company's  common stock to prices  ranging from $0.01 to $0.25 per
share.  The options  originally had exercise  prices ranging from $0.65 to $1.50
per share. Accordingly,  the Company recorded non-cash charges of $1,156,800 for
employee  compensation  (calculated  using the intrinsic  method) and consulting
services (calculated using the fair value method).

     4.  COMMITMENTS AND CONTINGENCIES

a.  Contingent Consideration

In  connection  with the 1993  acquisition  of  Softworks,  the  Company is
required to make additional  payments to two of Softworks' former  shareholders,
based upon certain  product  revenues for the years 1995 through  1998,  up to a
maximum of $1,000,000 each, for an aggregate maximum of $2,000,000. Through June
30, 1997,  the Company has incurred an aggregate  liability of  $1,086,000,  (of
which $983,000 has been paid) to the non-employee former shareholders, which has
<PAGE>

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

     4.  COMMITMENTS AND CONTINGENCIES (Continued)

b. Employment Agreements

been  treated  as  additional   consideration   in   connection   with  the
acquisition,  and,  accordingly,  included  in the  excess of cost over the fair
value of net assets  acquired,  as these  individuals  did not  continue  in the
employment of the Company  subsequent to the  acquisition.  No other  contingent
payments  have been made  under the terms of this  agreement.  The  Company  has
entered into various  employment  agreements  with three key  employees for base
compensation  aggregating  $400,000 per year. These agreements expire at various
times in 1997 and will be automatically renewed for succeeding terms of one year
unless the Company, or the employee, gives written notice.

c. Registration Statements/Restricted Securities

The  Company  has used  restricted  common  stock for the  purchase  of  certain
companies and has sold restricted  common stock in private  placements.  At June
30,  1997,   10,721,000  shares  of  restricted  common  stock  are  issued  and
outstanding.

d. Legal Matters

During May 1994, the Company and certain  officers  received  notification  that
they have been named as  defendants  in a class action  alleging  violations  of
certain securities laws with respect to disclosures made regarding the Company's
acquisition  of Softworks  during 1993. On September 12, 1996, the settlement of
this class  action  claim was  approved  by the United  States  District  Court,
Eastern  District of New York. The Company  recorded a charge to earnings in the
first quarter of 1996 of $2,075,000  to reflect this  settlement,  consisting of
$75,000 plus 2,614,000 of the Company's common stock.

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

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


<PAGE>

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

     4.  COMMITMENTS AND CONTINGENCIES (Continued)

action. Plaintiffs have moved to certify a class action and the Company did
not oppose the motion.  In July,  1997, in an effort to avoid the expense of and
resolve the  uncertainty  of  litigation,  the Company  tentatively  agreed to a
Stipulation of Settlement  Agreement of this class action. The Company continues
to deny any wrongdoing  with respect to this action and seeks to settle to avoid
further  substantial  expense,  inconvenience and risk. Pursuant to the terms of
the  proposed  Agreement,  if approved  the Company  will deliver and place into
escrow  1,000,000  shares of common stock. In the event that the average closing
bid  price  of the  Company's  stock  for  the ten  trading  days  prior  to the
Settlement  Hearing  is less than  $0.50  per  share,  the  Company  will  issue
additional  shares,  determined by dividing $500,000 by the ten day average less
the shares  already placed into escrow.  Further,  the Company and its insurance
carrier will each deposit into escrow $350,000,  totaling  $700,000.  Based upon
the  proposed  Stipulation  Agreement,  the Company has  recorded in the quarter
ended June 30, 1997, an $850,000 Unusual Charge to earnings.

     5.  SUBSEQUENT EVENT

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



<PAGE>

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

            For the Three and Six Months Ended June 30, 1997 and 1996

Business Description

Computer Concepts Corp. and subsidiaries (the "Company") design, develop, market
and support  information  delivery software  products,  including  end-user data
access tools for use in personal  computer and  client/server  environments  and
systems management software products for corporate  mainframe data centers.  The
Company  has  recently  entered  into  the  Information  Services  /  technology
infrastructure  service business.  The Company's  principal market is the United
States. Overseas revenues are principally made to European distributors.

The Company  consists of four operating  units or product  lines:  d.b.Express ,
Softworks,  MapLinx,  and a newly formed  business  unit.  d.b.Express  provides
businesses  with  a  simple,  fast,  low-cost  method  of  finding,  organizing,
analyzing and using information  contained in databases through a visually-based
proprietary  software tool.  Softworks,  provides  systems  management  software
products  that  optimize   mainframe   system   performance,   reduce   hardware
expenditures,   and  enhance  the  reliability  and  availability  of  the  data
processing environment.  Products marketed by Softworks include technology which
addresses the year 2000 problem.  MapLinx  provides a desktop  database  mapping
utility for  personal  computers.  During the three months ended March 31, 1997,
the Company  commenced  operations  of a new business  unit which is designed to
provide a wide  array of  information  technology,  support  and  services.  The
Company has employed an individual,  formerly with I.B.M.,  having  expertise in
this field and intends to capitalize on his  experience  and competency in order
to create a unique,  single  management  infrastructure  to support an extensive
selection of services and vendors.  The  Company's  new business line will offer
solutions,  support,  and  strategies to solve various  business  crises in such
areas as: network determinations,  help desk applications,  wiring/cabling,  LAN
connections,  moves/adds/changes,  and  project  management.  Additionally,  the
Company will oversee new  installations  as well as offering  on-site  component
repair.  The method of revenue  recognition  will be dependent upon the type and
manner of service provided.


Results of Operations

Three and Six Months Ended June 30, 1997  Compared with June 30, 1996

Total revenues for the quarter ended June 30, 1997, increased by $3,700,000 from
$3,722,000 to $7,422,000  when compared to the three month period ended June 30,
1996, and increased by $5,443,000 for the six month period ending June 30, 1997,
to $13,274,000 from $7,831,000 for the six month period ended June 30, 1996. For
the quarter ended June 30, 1997, sales at Softworks  increased by $2,848,000 and
revenue of $575,000 was generated from the Company's new business unit. The cost
of revenues and technical  support has increased by $1,556,000 to $2,838,000 for
the quarter ending June 30, 1997, when compared to $1,282,000 for the prior year
quarter and increased by $2,605,000 to $5,221,000  for the six months ended June
30, 1997,  from  $2,616,000  for the prior year six month period.  The principal
factors
<PAGE>

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

            For the Three and Six Months Ended June 30, 1997 and 1996

Results of Operations (Continued)

Three and Six Months Ended June 30, 1997 Compared with June 30, 1996 (Continued)
for this increase for the six month period are the costs associated with the new
business unit of $1,572,000,  costs  associated with  d.b.Express  technology of
$65,000,  increases of costs at Softworks of $1,171,000,  offset by decreases at
Maplinx of $176,000.

Research and development costs increased  $745,000 to $1,067,000 for the quarter
ended June 30, 1997 from  $322,000  for the prior year  quarter,  and  increased
$975,000 to $1,651,000 for the six months ended June 30, 1997, from $676,000 for
the prior  year six month  period.  Development  activities  were  substantially
devoted to further develop current product  technologies and to develop products
marketed by Softworks which address the year 2000 problem.

Sales and  marketing  expenses  increased  for the quarter  ended June 30, 1997,
approximately  $1,625,000  from the  second  quarter  of the  prior  year and by
$2,702,000 for the six month period ending June 30, 1997,  primarily as a result
of costs at Softworks rising  $1,842,000 and $2,747,000,  respectively,  for the
three and six month periods ending June 30, 1997.  The  additional  expenditures
were due to start up costs  attributable to the marketing of the Year 2000 suite
of products, the SavanTechnology line and additional location and employee costs
for new offices both in the U.S. as well as overseas.  See also Note 3.b. to the
condensed  consolidated financial statements for discussion relating to non-cash
charges relating to the issuances of stock and the repricing of stock options.

General and  administrative  costs  increased  $1,264,000 to $2,941,000  for the
three months  ended June 30, 1997,  when  compared to  $1,677,000  for the three
months ended June 30, 1996,  and by $1,212,000 to $4,706,000  for the six months
ended June  30,1997  from  $3,494,000  for the six months  ended June 30,  1996.
Increases  at  Softworks  of $86,000  and  $461,000  for the three and six month
periods, combined with increases of costs associated with d.b.Express technology
of  $1,263,000  and  $1,212,000,  respectively,  offset by  decreases at Maplinx
substantially  accounts for the increase in expenditures.  See also Note 3.b. to
the condensed  consolidated  financial  statements  for  discussion  relating to
non-cash  charges  relating to the issuances of stock and the repricing of stock
options.

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

Financial Condition and Liquidity

The Company has incurred  consolidated  net losses of  $5,784,000  for the three
months ended June 30, 1997,  $8,219,000  for the six months ended June 30, 1997,
and  cumulative net losses of $77,574,000  through June 30, 1997.  Further,  the
Company has incurred  consolidated  net losses of  $18,953,000,  $18,365,000 and
$12,207,000   during  the  years  ended  December  31,  1996,  1995,  and  1994,


<PAGE>

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

            For the Three and Six Months Ended June 30, 1997 and 1996

Financial Condition and Liquidity (Continued)

respectively.  For the six month period ended June 30, 1997,  net cash used
in operating  activities  was  $4,205,000,  reflecting  the above net loss being
offset by various  non-cash  items  described in the  accompanying  consolidated
statement of cash flows. The Company's cash requirements were primarily financed
through  current  and  prior  year  sales of  convertible  debentures  and funds
generated from Softworks' operations.

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

Management's plans to remain a going concern require additional  financing until
such time as sufficient cash flows are generated from operations. During the six
months ended June 30, 1997, the Company received  approximately  $3,380,000 (net
of commissions and fees) from the sale of convertible debentures. See Note 3.a.
to the condensed consolidated financial statements.

There can be no  assurances  that the Company will be able to obtain  sufficient
financing to execute its business plan. The Company's  current source of revenue
continues to be derived from its  Softworks  subsidiary.  Management's  plans to
remain a going concern rely upon achieving  positive cash flows from  operations
through the continued growth of Softworks and the successful exploitation of the
Company's  d.b.Express  product.  While to date,  revenues from d.b.Express have
been insignificant, management believes that its proprietary software technology
has  significant  potential in several  areas,  and solves  certain  significant
business issues in the telecommunications and internet related markets. In order
to realize the potential of this product,  management  will need to aggressively
pursue  all  marketing   opportunities.   To  date,  the  Company  has  incurred
significant losses (both cash expenses and non-cash expenses) as a result of the
development  and marketing of  d.b.Express.  There can be no assurances that the
Company will be successful in achieving positive cash flows from operations with
respect to the d.b.Express  product. The Company continues to pursue license and
development  agreements  with  various  companies.  While none of the  Company's
existing  agreements or development  opportunities,  that relate to d.b.Express,
provide sales commitments,  management believes that the successful exploitation
of its  d.b.Express  technology,  as well as the continued  growth of Softworks,
will  eventually  enable  the  Company  to  achieve  positive  cash  flows  from
operations.  Unless  the  Company  determines  to  discontinue  its  pursuit  of
d.b.Express  revenues  (which requires  significant  financial  resources),  the
Company will need to generate  positive cash flows from operations from the sale
of  d.b.Express  product in order to decrease its  dependency on cash flows from
financing activities and remain a going concern. At August 14, 1997, the Company
had  cash  and  cash  equivalents  of  approximately   $1,920,000   (unaudited).
Ultimately,  however,  positive cash flows from  operations will be necessary in
order to curtail the Company's reliance on equity placements.

<PAGE>


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

            For the Three and Six Months Ended June 30, 1997 and 1996

Financial Condition and Liquidity (Continued)

In connection with the 1993 acquisition of Softworks, the Company is required to
make additional  payments to two of Softworks' former  shareholders,  based upon
certain  product  revenues for the years 1995 through  1998,  up to a maximum of
$1,000,000 each, for an aggregate maximum of $2,000,000.  Through June 30, 1997,
the Company  has  incurred  an  aggregate  liability  of  $1,086,000,  (of which
$983,000 has been paid) to the non-employee former shareholders,  which has been
treated as additional  consideration  in connection with the  acquisition,  and,
accordingly,  included  in the  excess of cost over the fair value of net assets
acquired, as these individuals did not continue in the employment of the Company
subsequent to the acquisition. No other contingent payments have been made under
the terms of this agreement.  

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

The  Company is a  defendant  in several  lawsuits  and class  action  claims as
described in Note 4.d. Based on consultation with legal counsel, the Company and
its officers believe that meritorious  defenses exist regarding the lawsuits and
claims, and they are vigorously  defending against the allegations.  The Company
is unable to predict  the  ultimate  outcome of the  claims,  which could have a
material  adverse effect on the consolidated  financial  position and results of
operations of the Company.  Accordingly,  except as expressly  discussed herein,
the financial  statements do not reflect any adjustments  that might result from
the ultimate outcome of these litigation matters.

Softworks  sells  perpetual and fixed term licenses for its mainframe  products,
for which extended  payment terms of three to five years may be offered.  In the
case of extended payment term agreements, the customer is contractually bound to
equal annual fixed payments.  The first year of post contract  customer support,
(PCS) is bundled  with  standard  license  agreements.  In the case of  extended
payment  term  agreements,  PCS is bundled for the length of the  payment  term.
Thereafter,  in both instances,  the customer may purchase PCS annually. At June
30, 1997, the amount of such future  receivables  extending  beyond one year was
approximately  $4,941,000,  and is included in installment  accounts receivable,
due after one year and deferred revenues.

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION

                For the Three and Six Months Ended June 30, 1997

Item 1.  Legal Proceedings
 See Note 4.d. to the Condensed Consolidated Financial Statements.

Item 2.  Changes in Securities
  Not applicable.

Item 3.  Defaults Upon Senior Securities
  Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders   
  Not Applicable

Item 5.  Other Information
  Not Applicable.

Item 6. Exhibits and Reports on Form 8-K The Company  filed the  following  Form
8-Ks:
  May 23, 1997     Item 9 - Sale of equity securities pursuant to Regulation S.
  May 29, 1997     Item 4 - Dismissal of independent auditors.
  June 3, 1997     Item 9 - Engagement of new independent auditors.


<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION

            For the Three and Six Months Ended June 30, 1997 and 1996


SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, there unto duly authorized.

COMPUTER CONCEPTS CORP.

/s/ Daniel DelGiorno, Sr.
Daniel DelGiorno Sr.       Chief Executive Officer,      August 19, 1997 
                           Director


/s/ George Aronson
George Aronson             Chief Financial Officer       August 19, 1997