Exhibit 10.15

                 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
                 ----------------------------------------------


     THIS  FIRST  AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is
made  and  entered  into this 28th day of March, 2001, by and between CONCURRENT
COMPUTER  CORPORATION,  a  Delaware  corporation  (hereinafter  referred  to  as
"Borrower")  with  its chief executive office and principal place of business at
4375  River  Green  Parkway,  Duluth,  Georgia 30096, and WACHOVIA BANK, N.A., a
national  banking  association  (hereinafter  referred  to  as "Lender") with an
office  at  191  Peachtree  Street,  Atlanta,  Georgia  30303.

                                    RECITALS:
                                    --------

     Lender  and  Borrower  are parties to a certain Loan and Security Agreement
dated November 3, 2000 (the "Loan Agreement"), pursuant to which Lender has made
certain  loans  and  other  financial  accommodations  to  Borrower.

     The  parties  desire  to amend the Loan Agreement as hereinafter set forth.

     NOW,  THEREFORE,  for  TEN DOLLARS ($10.00) in hand paid and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
severally  acknowledged,  the  parties  hereto,  intending  to  be legally bound
hereby,  agree  as  follows:

     1.     DEFINITIONS.  All  capitalized  terms used in this Amendment, unless
            -----------
otherwise  defined  herein, shall have the meaning ascribed to such terms in the
Loan  Agreement.

     2.     AMENDMENTS  TO LOAN AGREEMENT.  The Loan Agreement is hereby amended
            -----------------------------
as  follows:

          (a)     By  adding  a  new  subsection 10.22 to Section 10 of the Loan
Agreement  that  reads  as  follows:

               10.22.     DIVISION  REPORTS.  Borrower  shall  as  soon  as
                          ------------------
         practicable, but in any event on or before fifteen (15) days
         after the end of each calendar month, furnish or cause to be
         furnished  to Lender a written status report, certified by a
         duly authorized officer of Borrower, showing the progress of
         the Xstreme Division and Real-Time Division, including sales
         during  such  period  and  current  forecasted  sales.


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          (b)     By deleting Covenant (E) of Supplement A to the Loan Agreement
and  by  substituting  in  lieu  thereof  the  following:

               (E)     CONSOLIDATED  EBITDA  (XSTREME  DIVISION).  Maintain
                       -----------------------------------------
         Consolidated  EBITDA  of the Xstreme Division as of the last
         day  of  each period set forth below of at least the amounts
         set  forth  below  for  the  periods  applicable  thereto:

                         Period                              Amount
                         ------                              ------

               July  1,  2000  through                    ($  8,100,000)
                 March  31,  2001

               July  1,  2000  through                    ($  8,500,000)
                 June  30,  2001

               For the Four Fiscal Quarters               ($  3,750,000)
                 ending September 30, 2001

               For the Four Fiscal Quarters                $    200,000
                 ending December 30, 2001

               For the Four Fiscal Quarters                $  4,600,000
                 ending March 31, 2002

               For the Four Fiscal Quarters                $  9,100,000
                 ending June 30, 2002

     3.     AMENDMENT  FEE.  To  induce  Lender  to  enter  into this Amendment,
            --------------
Borrower  covenants  and  agrees  that,  simultaneously  with  the execution and
delivery of this Amendment, Borrower shall pay to Lender an amendment fee in the
amount  of  $5,000,  in  immediately  available  funds.

     4.     LIMITED  WAIVER  OF  DEFAULT.  Events  of  Default have occurred and
            ----------------------------
currently  exist  under  the  Loan Agreement as a result of Borrower's breach of
Section  12  of  the  Loan  Agreement  and Covenants (A) and (E) of Supplement A
attached  thereto  (the  "Designated  Defaults").  The Designated Defaults exist
because  of  Borrower's  failure  to  maintain a Consolidated EBITDA of at least
($2,500,000)  as  of  December 31, 2000 and a Consolidated EBITDA of the Xstreme
Division  of at least ($5,000,000) as of December 31, 2000.  Borrower represents
and  warrants  that  the  Designated Defaults are the only Default Conditions or
Events  of  Default  that  exists  under  the  Loan Agreement and the other Loan
Documents  as  of the date hereof.  Lender hereby waives the Designated Defaults
in  existence  on  the  date hereof.  In no event shall such waiver be deemed to
constitute  a waiver of (a) any Default Condition or Event of Default other than
the  Designated  Defaults  in  existence  on  the  date of this Amendment or (b)


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Borrower's obligation to comply with all of the terms and conditions of the Loan
Agreement  and  the  other  Loan  Documents  from  and  after  the  date hereof.
Notwithstanding  any  prior,  temporary  mutual  disregard  of  the terms of any
contracts  between the parties, Borrower hereby agrees that it shall be required
strictly  to comply with all of the terms of the Loan Documents on and after the
date  hereof.

     5.     RATIFICATION  AND  REAFFIRMATION.  Borrower  hereby  ratifies  and
            --------------------------------
reaffirms  the  Obligations,  each  of  the Loan Documents and all of Borrower's
covenants,  duties,  indebtedness  and  liabilities  under  the  Loan Documents.

     6.     ACKNOWLEDGMENTS  AND  STIPULATIONS.  Borrower  acknowledges  and
            -----------------------------------
stipulates  that  the  Loan  Agreement  and the other Loan Documents executed by
Borrower  are  legal,  valid  and  binding  obligations  of  Borrower  that  are
enforceable  against  Borrower  in accordance with the terms thereof; all of the
Obligations  are  owing and payable without defense, offset or counterclaim (and
to  the extent there exists any such defense, offset or counterclaim on the date
hereof, the same is hereby waived by Borrower); the security interests and liens
granted  by  Borrower  in  favor  of  Lender  are duly perfected, first priority
security interests and liens; and the unpaid principal amount of the Advances on
and  as  of  March  28,  2001,  totaled  $0.

     7.     REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants to
            ------------------------------
Lender, to induce Lender to enter into this Amendment, that no Default Condition
or  Event  of  Default  exists  on  the  date  hereof  other than the Designated
Defaults;  the  execution,  delivery and performance of this Amendment have been
duly  authorized  by  all requisite corporate action on the part of Borrower and
this  Amendment has been duly executed and delivered by Borrower; and all of the
representations  and  warranties made by Borrower in the Loan Agreement are true
and  correct  on  and  as  of  the  date  hereof.

     8.     REFERENCE  TO  LOAN  AGREEMENT.  Upon  the  effectiveness  of  this
            ------------------------------
Amendment,  each  reference  in  the  Loan  Agreement  to  "this  Agreement,"
"hereunder,"  or  words of like import shall mean and be a reference to the Loan
Agreement,  as  amended  by  this  Amendment.

     9.     BREACH  OF  AMENDMENT.  This  Amendment  shall  be  part of the Loan
            ---------------------
Agreement and a breach of any of any representation, warranty or covenant herein
shall  constitute  an  Event  of  Default.


     10.     EXPENSES  OF  LENDER.  Borrower agrees to pay, ON DEMAND, all costs
             --------------------
and  expenses incurred by Lender in connection with the preparation, negotiation
and  execution  of this Amendment and any other Loan Documents executed pursuant
hereto  and  any  and  all  amendments,  modifications, and supplements thereto,
including,  without limitation, the costs and fees of Lender's legal counsel and
any  taxes  or  expenses  associated  with  or  incurred  in connection with any
instrument  or  agreement  referred  to  herein  or  contemplated  hereby.

     11.     EFFECTIVENESS; GOVERNING LAW.  This  Amendment  shall  be effective
             ----------------------------
upon  acceptance  by  Lender  in Atlanta, Georgia, notice of which acceptance is
hereby  waived,  whereupon  the  same  shall  be  governed  by  and construed in
accordance  with  the  internal  laws  of  the  State  of  Georgia.


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     12.     SUCCESSORS  AND  ASSIGNS.  This Amendment shall be binding upon and
             ------------------------
inure  to  the benefit of the parties hereto and their respective successors and
assigns.

     13.     NO  NOVATION,  ETC.  Except as otherwise expressly provided in this
             -------------------
Amendment,  nothing  herein  shall be deemed to amend or modify any provision of
the  Loan  Agreement  or  any  of  the other Loan Documents, each of which shall
remain  in  full  force  and  effect.  This Amendment is not intended to be, nor
shall  it be construed to create, a novation or accord and satisfaction, and the
Loan  Agreement  as  herein  modified  shall  continue in full force and effect.

     14.     COUNTERPARTS;  TELECOPIED  SIGNATURES.  This  Amendment  may  be
             -------------------------------------
executed  in  any  number  of  counterparts  and  by  different  parties to this
Amendment  on  separate counterparts, each  of which, when so executed, shall be
deemed  an original, but all such counterparts shall constitute one and the same
agreement.  Any  signature  delivered by a party by facsimile transmission shall
be  deemed  to  be  an  original  signature  hereto.

     15.     FURTHER  ASSURANCES.  Borrower  agrees to take such further actions
             -------------------
as  Lender  shall reasonably request from time to time in connection herewith to
evidence  or  give  effect  to  the  amendments  set  forth herein or any of the
transactions  contemplated  hereby.

     16.     SECTION  TITLES.  Section  titles  and  references  used  in  this
             ---------------
Amendment shall be without substantive meaning or content of any kind whatsoever
and  are  not  a  part  of  the  agreements  among  the  parties  hereto.

     17.     RELEASE  OF CLAIMS.  TO INDUCE LENDER TO ENTER INTO THIS AMENDMENT,
             ------------------
BORROWER  HEREBY  RELEASES,  ACQUITS  AND  FOREVER  DISCHARGES  LENDER,  AND ALL
OFFICERS,  DIRECTORS,  AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS OF LENDER, FROM
ANY  AND  ALL  LIABILITIES,  CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION OF ANY
KIND  OR  NATURE  (IF THERE BE ANY), WHETHER ABSOLUTE OR CONTINGENT, DISPUTED OR
UNDISPUTED,  AT  LAW OR IN EQUITY, OR KNOWN OR UNKNOWN, THAT BORROWER NOW HAS OR
EVER  HAD  AGAINST  LENDER  ARISING  UNDER OR IN CONNECTION WITH ANY OF THE LOAN
DOCUMENTS  OR  OTHERWISE.  BORROWER  REPRESENTS  AND  WARRANTS  TO  LENDER  THAT
BORROWER  HAS  NOT TRANSFERRED OR ASSIGNED TO ANY PERSON ANY CLAIM THAT BORROWER
EVER  HAD  OR  CLAIMED  TO  HAVE  AGAINST  LENDER.

     18.     WAIVER  OF  JURY  TRIAL.  TO  THE  FULLEST  EXTENT  PERMITTED  BY
             -----------------------
APPLICABLE LAW, THE PARTIES HERETO EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY
IN  ANY  ACTION,  SUIT,  COUNTERCLAIM OR PROCEEDING ARISING OUT OF OR RELATED TO
THIS  AMENDMENT.


                                      -4-
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Amendment to be
duly  executed  under  seal  and  delivered  by their respective duly authorized
officers  on  the  date  first  written  above.

                             CONCURRENT  COMPUTER  CORPORATION
                             ("Borrower")

                             By:     /s/  Steven  R.  Norton
                                ------------------------------------------------
                                STEVEN R. NORTON, Executive Vice President,
                                Chief Financial Officer, Secretary and Treasurer

                                            [CORPORATE  SEAL]

                             Accepted  in  Atlanta,  Georgia:
                             -------------------------------

                             WACHOVIA  BANK,  N.A.
                             ("Lender")

                             By:     /s/  James  T.  Coleman
                                ------------------------------------------------
                                Title:  Vice  President


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                         CONCURRENT COMPUTER CORPORATION
                             SECRETARY'S CERTIFICATE
                                       OF
                         BOARD OF DIRECTORS RESOLUTIONS


     I,  Steven  R.  Norton,  DO  HEREBY  CERTIFY,  that  I  am the Secretary of
CONCURRENT  COMPUTER  CORPORATION  (the  "Corporation"),  a  corporation  duly
organized  and existing under and by virtue of the laws of the State of Delaware
and  am  keeper  of  the records and seal thereof; that the following is a true,
correct  and  compared  copy  of  the  resolutions duly adopted by the unanimous
consent  of  all members of the Board of Directors of said Corporation effective
as  of  March  28,  2001;  and that said resolutions are still in full force and
effect:

     RESOLVED, that the President and Chief Executive Officer, and the Treasurer
and  Chief  Financial  Officer,  or  any  other  officer or board member of this
Corporation  (or  the  designee  of  any  of them), each be, and each hereby is,
authorized and empowered (either alone or in conjunction with any one or more of
the  other  officers  of the Corporation) to take, from time to time, all or any
part  of the following actions on or in behalf of the Corporation:  (i) to make,
execute  and  deliver to WACHOVIA BANK, N.A. ("Lender") (1) a First Amendment to
Loan  and  Security  Agreement  (the "Amendment") providing for the amendment of
certain terms of that certain Loan and Security Agreement dated November 3, 2000
between  the  Corporation  and  Lender  (as  at  any  time  amended,  the  "Loan
Agreement"),  and  (2)  all  other  agreements,  documents  and  instruments
contemplated  by  or referred to in the Amendment or executed by the Corporation
in  connection  therewith;  said  Amendment  and other agreements, documents and
instruments  to  be  substantially  in  the  form  presented by Lender with such
additional,  modified  or  revised  terms as may be acceptable to any officer or
director  of  the Corporation, as conclusively evidenced by his or her execution
thereof;  and  (ii) to carry out, modify, amend or terminate any arrangements or
agreements  at  any  time  existing  between  the  Corporation  and  Lender.

     RESOLVED,  that any arrangements, agreements, security agreements, or other
instruments  or  documents  referred to or executed pursuant to the Amendment by
Steven  R.  Norton  any  other  officer or director of the Corporation, or by an
employee  of  the Corporation acting pursuant to delegation of authority, may be
attested by such person and may contain such terms and provisions as such person
shall,  in  his  or  her  sole  discretion,  determine.

     RESOLVED,  that the Loan Agreement and each amendment to the Loan Agreement
heretofore  executed  by  any  officer  or  director  of the Corporation and any
actions  taken  under  the Loan Agreement as thereby amended are hereby ratified
and  approved.

     I  DO  FURTHER  CERTIFY  that  I  am  the  Executive  Vice President, Chief
Financial  Officer,  Secretary and Treasurer of the Corporation am duly elected,
qualified  and  acting  as  such.


<PAGE>
     IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the
Corporation,  this  28th  day  of  March,  2001.


                                  /s/  Steven  R.  Norton
                                ------------------------------------------------
                                STEVEN  R.  NORTON,  Secretary

                                [CORPORATE  SEAL]


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