EXHIBIT 4.5

THIS WARRANT AND THE SECURITIES TO BE ACQUIRED UPON THE EXERCISE HEREOF HAVE NOT
BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF 1933, AS AMENDED, OR UNDER ANY
APPLICABLE  STATE  SECURITIES  LAWS,  AND  MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE  OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER
ANY  APPLICABLE  STATE  SECURITIES  LAWS.




January  8,  2001                                                       No.  002
Originally Issued: August 17, 1998


                               WARRANT TO PURCHASE
                            SHARES OF COMMON STOCK OF
                         CONCURRENT COMPUTER CORPORATION


     This  certifies  that  Scientific-Atlanta  Strategic Investments, L.L.C., a
Delaware  limited  liability  company, and its registered successors and assigns
(the  "Holder"),  for  value  received,  is entitled to purchase from Concurrent
       ------
Computer  Corporation, a Delaware corporation (the "Company"), having a place of
                                                    -------
business  at  4375  RiverGreen  Parkway, Duluth, Georgia  30096, for cash at the
price  of  $5.00 per share (the "Stock Purchase Price") at any time or from time
                                 --------------------
to time after January 8, 2001 (the "Commencement Date") up to and including 5:00
                                    -----------------
p.m.  (Eastern  time)  on  August  17, 2002 (the "Expiration Date"), two million
                                                  ---------------
(2,000,000)  fully  paid and nonassessable shares of the Company's Common Stock,
$0.01 par value per share (the "Common Stock"), upon surrender to the Company at
                                ------------
its  principal  office  (or at such other location as the Company may advise the
Holder  in  writing)  of  this  Warrant  properly  endorsed  with  the  Form  of
Subscription  attached hereto duly filled in and signed and upon payment in cash
or  by  check of the aggregate Stock Purchase Price for the number of shares for
which  this  Warrant  is  being  exercised  determined  in  accordance  with the
provisions  hereof.

     This  Warrant  is  subject  to  the  following  terms  and  conditions.

     1.   EXERCISE;  ISSUANCE  OF  CERTIFICATES;  PAYMENT  FOR  SHARES.

          1.1.     GENERAL.  This  Warrant  is  exercisable at the option of the
Holder,  at  any time or from time to time after the Commencement Date up to and
including  the Expiration Date for all or any part of the shares of Common Stock
(but  not  for  a  fraction  of  a share) which may be purchased hereunder.  The
Company  agrees  that  the  shares  of Common Stock purchased under this Warrant
shall be and are deemed to be issued to the Holder hereof as the record owner of
such  shares as of the close of business on the date on which this Warrant shall
have  been surrendered, properly endorsed, together with the completed, executed
Form  of  Subscription,  and payment made for such shares.  Certificates for the
shares  of  Common  Stock  so  purchased,


                                        1
<PAGE>
together  with  any  other  securities or property to which the Holder hereof is
entitled  upon  such  exercise,  shall  be delivered to the Holder hereof by the
Company  at  the  Company's  expense  within  a reasonable time after the rights
represented  by  this  Warrant  have been so exercised. In case of a purchase of
less  than  all  the  shares  of  Common Stock which may be purchased under this
Warrant,  the  Company  shall  cancel this Warrant and execute and deliver a new
Warrant  or Warrants of like tenor for the balance of the shares of Common Stock
purchasable  under  the  Warrant  surrendered  to  the  Holder  hereof  within a
reasonable  time.  Each  stock  certificate  so  delivered  shall  be  in  such
denominations  of Common Stock as may be required by the Holder hereof and shall
be  registered  in  the  name  of  such  Holder.

     2.   SHARES TO BE FULLY PAID; RESERVATION OF SHARES.  The Company covenants
and agrees that all shares of Common Stock which may be issued upon the exercise
of  the  rights  represented  by  this  Warrant  will,  upon  issuance,  be duly
authorized,  validly  issued,  fully  paid  and  nonassessable,  free  from  all
preemptive  rights  of  any shareholder and free of all taxes, liens and charges
with  respect  to  the  issue thereof.  The Company further covenants and agrees
that  during  the period within which the rights represented by this Warrant may
be  exercised,  the  Company will at all times have authorized and reserved, for
the  purpose  of  issue  or  transfer  upon  exercise of the subscription rights
evidenced  by  this  Warrant,  a  sufficient  number of shares of authorized but
unissued  Common  Stock when and as required to provide for the exercise in full
of  the  rights  represented  by  this  Warrant.  The Company will take all such
action  as  may  be  necessary to assure that such shares of Common Stock may be
issued as provided herein without violation of any applicable law or regulation,
or of any requirements of any domestic securities exchange upon which the Common
Stock  is  listed;  provided, however, that the Company shall not be required to
effect  a  registration  under  federal or state securities laws with respect to
such  exercise.  If  at  any  time  the  total  number of shares of Common Stock
issuable  pursuant  hereto, together with the maximum number of shares of Common
Stock issuable upon conversion, exchange or exercise of (i) all then-outstanding
securities  (whether  debt or equity) of the Company convertible or exchangeable
for  Common Stock and (ii) all then-outstanding warrants and options to purchase
Common  Stock,  would  exceed  the  total  number of shares of Common Stock then
authorized  by the Company's articles of incorporation but unissued, the Company
shall  promptly  amend  its  articles of incorporation to increase the number of
authorized  shares  of Common Stock such that there shall be a sufficient number
of  authorized  and  unissued  shares  of Common Stock available at all times to
effect  the  exercise  hereof.

     3.   ANTIDILUTION ADJUSTMENTS.  The Stock Purchase Price or shares issuable
hereunder  shall  be subject to adjustment from time to time upon the occurrence
of  certain  events  described  in  this  Section  3.

          3.1.   ADJUSTMENT  FOR  STOCK  SPLITS,  COMBINATIONS,  DIVIDENDS  AND
DISTRIBUTIONS.

     (a)   Adjustment  for  Stock  Splits.  If the Company shall, at any time or
           ------------------------------
from  time  to  time,  effect  a subdivision of the outstanding shares of Common
Stock,  the Stock Purchase Price payable upon exercise of this Warrant in effect
immediately  prior  to  such  subdivision  shall be proportionately decreased by
multiplying  (i)  such  Stock  Purchase  Price,  by  (ii)  a  fraction:


                                        2
<PAGE>
          (A)  the  numerator  of  which  shall be the total number of shares of
          Common  Stock  issued  and  outstanding  immediately  prior  to  such
          subdivision;  and

          (B)  the  denominator  of which shall be the total number of shares of
          Common  Stock  issued  and  outstanding  immediately  after  such
          subdivision.

     (b)   Adjustment  for Stock Combination.  If the Company shall, at any time
           ---------------------------------
or from time to time, effect any combination of the outstanding shares of Common
Stock,  the Stock Purchase Price payable upon exercise of this Warrant in effect
immediately  prior  to  such  combination  shall be proportionately increased by
multiplying  (i)  such  Stock  Purchase  Price,  by  (ii)  a  fraction:

          (A)  the  numerator  of  which  shall be the total number of shares of
          Common  Stock  issued  and  outstanding  immediately  prior  to  such
          combination;  and

          (B)  the  denominator  of which shall be the total number of shares of
          Common  Stock  issued  and  outstanding  immediately  after  such
          combination.

     (c)   Date Adjustment Effective.  Any adjustment under paragraph (a) or (b)
           -------------------------
of  this Section 3.1 shall become effective at the close of business on the date
on  which  such  subdivision  or  combination  becomes  effective.

     (d)   Adjustment  for  Stock  Dividend  or  Distribution.  In the event the
           --------------------------------------------------
Company  shall, at any time or from time to time, make or issue, or fix a record
date  for  the  determination  of holders of Common Stock entitled to receive, a
dividend  or  other  distribution  payable in additional shares of Common Stock,
then,  and in each such event, the Stock Purchase Price payable upon exercise of
this  Warrant  then in effect shall be decreased as of the time of such issuance
or,  in  the  event such a record date shall have been fixed, as of the close of
the  business  on  such record date, by multiplying (i) the Stock Purchase Price
payable  upon  exercise  of  this  Warrant  then  in effect, by (ii) a fraction:

          (A)  the  numerator  of  which  shall be the total number of shares of
          Common  Stock  issued and outstanding immediately prior to the time of
          such  issuance  or  the  close  of  business  on such record date; and

          (B)  the denominator of which shall be the sum of (1) the total number
          of  shares of Common Stock issued and outstanding immediately prior to
          the  time  of  such  issuance  or the close of business on such record
          date,  plus (2) the total number of shares of Common Stock issuable in
          payment  of  such  dividend or distribution; provided however, that if
          such  a  record  date  shall  have been fixed and such dividend is not
          fully  paid, or such distribution is not fully made, on the date fixed
          therefor,  then  the  Stock  Purchase  Price  shall  be  recomputed
          accordingly  as  of  the  close  of  business  on  such  record  date.


                                        3
<PAGE>
     In  the  event  that  the  Holder elects to exercise such Warrant after any
record  date  for  determining  holders  of Common Stock entitled to receive any
dividend  or  other  distribution payable in shares of Common Stock but prior to
the  date  on  which  such  dividend  is paid, the Company may defer, until such
dividend  is  paid,  the  issue to the Holder of all of the additional shares of
Common  Stock issuable to the Holder upon the exercise of this Warrant solely by
reason  of the adjustment made to the Stock Purchase Price pursuant to paragraph
(d)  of this Section 3.1 on the record date for such dividend; provided however,
that  the  Company  shall, promptly upon the request of the Holder, issue to the
Holder  a  written certificate or other instrument evidencing the Holder's right
to  receive  such  additional  shares  of  Common  Stock.

          3.2.   DIVIDENDS IN OTHER STOCK AND PROPERTY; RECLASSIFICATION.  If at
any  time  or  from  time  to time the holders of Common Stock (or any shares of
stock  or  other  securities  at  the  time receivable upon the exercise of this
Warrant)  shall  have  received  or  become entitled to receive, without payment
therefor,

          (A)  any  shares  of  stock  or other securities which are at any time
          directly  or  indirectly  convertible  into or exchangeable for Common
          Stock,  or  any  rights  or  options  to  subscribe  for,  purchase or
          otherwise  acquire  any  of  the foregoing by way of dividend or other
          distribution,

          (B)  any  cash  paid  or payable otherwise than as a cash dividend, or

          (C)  additional stock or other securities or property (including cash)
          by  way  of spinoff, split-up, reclassification, combination of shares
          or  similar  corporate  rearrangement  (other  than an event for which
          adjustment  is otherwise made pursuant to Section 3.4 below), then and
          in  each such case, the Holder hereof shall, upon the exercise of this
          Warrant,  be  entitled to receive, in addition to the number of shares
          of  Common  Stock  receivable  thereupon,  and  without payment of any
          additional  consideration  therefor,  the  amount  of  stock and other
          securities  and  property  (other  than cash paid or payable as a cash
          dividend)  which  such  Holder would hold on the date of such exercise
          had  he  been the holder of record of such Common Stock as of the date
          on  which  holders  of  Common  Stock  received  or became entitled to
          receive  such other shares of stock and other securities and property.

          3.3.   REORGANIZATION,  RECLASSIFICATION,  CONSOLIDATION,  MERGER  OR
SALE.  If  any  reorganization  of  the  capital  stock  of  the Company, or any
consolidation  or merger of the Company with another corporation, or the sale of
all  or substantially all of its assets to another corporation shall be effected
in  such  a way that holders of Common Stock shall be entitled to receive stock,
securities,  or  other  assets  or  property,  then,  as  a  condition  of  such
reorganization,  reclassification,  consolidation,  merger  or  sale, lawful and
adequate  provisions  shall  be  made whereby the Holder hereof shall thereafter
have  the  right  to  purchase  and receive (in lieu of the shares of the Common
Stock of the Company immediately theretofore purchasable and receivable upon the
exercise  of  the rights represented hereby) such shares of stock, securities or
other  assets  or  property  as  may  be issued or payable with respect to or in
exchange  for  a  number of outstanding shares of such Common Stock equal to the
number  of  shares  of  such  stock  immediately  theretofore  purchasable  and
receivable  upon  the  exercise  of  the  rights  represented


                                        4
<PAGE>
hereby.  In  any reorganization described above, appropriate provisions shall be
made  with  respect to the rights and interests of the Holder of this Warrant to
the  end  that  the provisions hereof (including, without limitation, provisions
for  adjustments  of  the  number  of  shares  of  Common  Stock purchasable and
receivable upon the exercise of this Warrant) shall thereafter be applicable, as
nearly  as  may  be,  in  relation  to any shares of stock, securities or assets
thereafter  deliverable  upon  the exercise hereof.  The Company will not effect
any  such  consolidation,  merger  or  sale  unless,  prior  to the consummation
thereof,  the  successor  corporation (if other than the Company) resulting from
such  consolidation  or  the  corporation purchasing such assets shall assume by
written  instrument,  executed  and mailed or delivered to the registered Holder
hereof at the last address of such Holder appearing on the books of the Company,
the  obligation  to  deliver  to such Holder such shares of stock, securities or
assets  as,  in  accordance  with  the  foregoing provisions, such Holder may be
entitled  to  purchase.

          3.4.   NOTICE  OF  ADJUSTMENT.  Upon  any  adjustment pursuant to this
Section  3,  the Company shall give written notice thereof, by first class mail,
postage  prepaid,  addressed  to  the  registered  Holder of this Warrant at the
address  of  such Holder as shown on the books of the Company, and, in case of a
Holder with an address of record outside of the United States, by facsimile, and
confirmed in writing by first class air mail.  The notice shall be signed by the
Company's chief financial officer and shall state the nature of such adjustment,
setting  forth  in  reasonable detail the method of effecting the adjustment and
the  facts  upon  which such adjustment is based.  If at any time in addition to
any of the adjustments set forth in this Section 3, an increase in the number of
authorized and unissued shares of Common Stock is required pursuant to Section 2
hereof,  the  Company  shall promptly provide to the Holder a certificate of the
Secretary  of  the  Company  certifying  that  the requisite number of shares of
Common  Stock  have  been  authorized  to  permit  the  exercise of the Warrant.

          3.5.   OTHER  NOTICES.  If  at  any  time:

          (1)   the  Company  shall  declare  any  cash dividend upon its Common
Stock;

          (2)   the  Company  shall  declare  any dividend upon its Common Stock
payable  in  stock  or  make  any  special dividend or other distribution to the
holders  of  its  Common  Stock;

          (3)   the Company shall offer for subscription pro rata to the holders
of its Common Stock any additional shares of stock of any class or other rights;

          (4)   there shall be any capital reorganization or reclassification of
the  capital stock of the Company; or consolidation or merger of the Company; or
consolidation or merger of the Company with, or sale of all or substantially all
of  its  assets  to,  another  corporation;  or

          (5)   there  shall  be  a  voluntary  or  involuntary  dissolution,
liquidation  or  winding-up  of  the  Company;

then,  in  any one or more of said cases, the Company shall give, by first class
mail, postage prepaid, addressed to the Holder of this Warrant at the address of
such  Holder  as  shown  on  the


                                        5
<PAGE>
books  of  the  Company, (a) at least twenty (20) days' prior written notice (by
the method set forth in Section 3.4 above) of the date on which the books of the
Company  shall  close or a record shall be taken for such dividend, distribution
or  subscription rights or for determining rights to vote in respect of any such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation  or  winding-up,  and  (b)  in  the case of any such reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up, at least twenty (20) days' prior written notice of the date when the
same shall take place.  Any notice given in accordance with the foregoing clause
(a)  shall  also  specify,  in  the  case  of any such dividend, distribution or
subscription  rights,  the  date  on  which the holders of Common Stock shall be
entitled  thereto.  Any notice given in accordance with the foregoing clause (b)
shall  also  specify  the  date  on  which  the holders of Common Stock shall be
entitled  to  exchange  their  Common  Stock  for  securities  or other property
deliverable  upon  such reorganization, reclassification, consolidation, merger,
sale,  dissolution,  liquidation,  winding-up or conversion, as the case may be.

          3.6.   CERTAIN  EVENTS.  If any change in the outstanding Common Stock
of  the  Company  or  any other event occurs as to which the other provisions of
this  Section 3 are not strictly applicable or if strictly applicable would not,
in  the reasonable opinion of the Company, fairly protect the purchase rights of
the Holder of the Warrant in accordance with the essential intent and principles
of  such  provisions,  then  the Board of Directors of the Company shall make an
adjustment  in  the number and class of shares purchasable upon exercise of this
Warrant  or  the  application of such provisions, so as to protect such purchase
rights  as  aforesaid.  The  adjustment shall be such as will give the Holder of
the  Warrant upon exercise for the same aggregate Stock Purchase Price the total
number,  class  and  kind  of shares as he would have owned had the Warrant been
exercised  prior  to  the  event  and had he continued to hold such shares until
after  the  event  requiring  adjustment.

     4.   ISSUE  TAX.  The  issuance  of certificates for shares of Common Stock
upon  the  exercise of the Warrant shall be made without charge to the Holder of
the  Warrant  for  any  issue  tax  (other  than any applicable income taxes) in
respect  thereof;  provided,  however, that the Company shall not be required to
pay  any  tax  which  may  be payable in respect of any transfer involved in the
issuance  and  delivery of any certificate in a name other than that of the then
Holder  of  the  Warrant  being  exercised.

     5.   CLOSING  OF  BOOKS.  The  Company  will  at no time close its transfer
books  against  the  transfer  of  any  Warrant or of any shares of Common Stock
issued  or  issuable  upon  the  exercise  of  any  warrant  in any manner which
interferes  with  the  timely  exercise  of  this  Warrant.

     6.   NO  VOTING  OR  DIVIDEND  RIGHTS;  LIMITATIONS  OF LIABILITY.  Nothing
contained  in  this  Warrant  shall  be  construed as conferring upon the Holder
hereof  the right to vote or to consent or to receive notice as a stockholder of
the  Company  or  any other matters or any rights whatsoever as a stockholder of
the Company.  No dividends or interest shall be payable or accrued in respect of
this  Warrant  or  the  interest  represented  hereby  or the shares purchasable
hereunder  until  and  only  to  the  extent  that  this Warrant shall have been
exercised.  No  provisions  hereof,  in the absence of affirmative action by the
Holder to purchase shares of Common Stock, and no mere enumeration herein of the
rights  or  privileges  of  the  Holder  hereof,  shall  give  rise  to


                                        6
<PAGE>
any liability of such Holder for the Stock Purchase Price or as a stockholder of
the  Company,  whether  such  liability  is  asserted  by  the Company or by its
creditors.

     7.  REGISTRATION RIGHTS. The Holder hereof shall have the following rights:

          7.1.    DEMAND  REGISTRATION.  The  Holder hereof shall have the right
to  request,  on  one (1) occasion, that the Company prepare and promptly file a
registration  statement  under  the  Securities  Act  of  1933,  as amended (the
"Securities  Act")  covering  the  shares  of  Common  Stock  then issuable upon
 ---------------
exercise hereof (but not less than 500,000 shares) and the Company shall use its
best  efforts  to  cause  such  registration  statement  to  become effective as
expeditiously  as  possible.  Upon  the  receipt  of  such  written request, the
Company  shall  give  prompt written notice to all the Holders that it shall use
its  best  efforts  to  effect  such  registration;  provided, however, that the
                                                     --------  -------
Company  shall  not  be  required  to  effect  any registration pursuant to this
Section  7.1:

               (A)     unless  it shall have received written assurance that the
Warrant  will  be  exercised no later than the closing of the sale of the Common
Stock  to  be  sold  pursuant  to  the  related  registration  statement;  or

               (B)     at  any  time prior to the expiration of a period of such
number  of  days following the date on which any previous distribution attempted
in  respect  of a registration requested pursuant to this Section 7.1 shall have
been  terminated  without  being  consummated as shall be determined by the lead
managing  underwriter  of  any  such  underwritten offering (or, in the event no
underwriter  shall  have  participated  in  such  terminated distribution, by an
investment  banking firm of recognized national standing selected by the Holder)
to be reasonably necessary and appropriate to effect the successful distribution
of  securities  in  a subsequent registration requested pursuant to this Section
7.1,  but  in  any event not more than 90 days after any such registration shall
have  been  terminated  or  not  consummated;  or

               (C)     at  any  time,  as  the Board of Directors of the Company
shall  have  reasonably  determined  that  (1)  such  registration  would have a
material  adverse effect on any plan by the Company to engage in any acquisition
of  material  assets  or  any  merger,  consolidation,  tender offer, or similar
transaction,  (2)  such  registration  would  require  the  Company  to  file  a
registration  statement  which  includes  audited financial statements as of any
date  other  than  the  date  as of which the Company regularly prepares audited
financial  statements  and  if  the  preparation  thereof  would entail material
out-of-pocket  expense  on  the part of the Company, (3) such registration would
have  a  material  adverse  effect  on  the distribution of a registered primary
offering  of  equity  securities  by  the  Company  pursuant  to  a registration
statement  filed  no  more  than  four  months before the date of such demand in
connection  with  which  the  Holder  was offered the opportunity to participate
pursuant  to  Section  7.2  hereof,  or  (4)  the Company has received a written
opinion  of independent counsel, a copy of which will be provided to the Holder,
that  the  securities  requested  to  be  registered are freely tradable without
registration  pursuant  to  Rule  144(k)  (or  any  successor thereto) under the
Securities  Act  and  applicable  state  securities  laws;  in any of the events
described in clauses (C) (1), (C) (2), (C) (3) or (C) (4), the Company may delay
commencement  of  its  efforts  to  effect  the  registration  pursuant  to this


                                        7
<PAGE>
Section  7.1  until  the  earlier  to  occur of (x) the expiration of the 90-day
period  following  the date on which such registration was requested or (y) such
time as the circumstances requiring such a delay in registration cease to exist,
provided,  however,  that  the  Company  shall not be entitled to delay any such
--------   -------
registration  for  more  than  one  such  90-day  period; and provided, further,
                                                              --------  -------
however,  that  in  any of the events described in clauses (C) (1), (C) (2), (C)
(3),  or  (C)  (4),  the  Holder shall be entitled to withdraw such request and,
notwithstanding  anything  else  provided herein, such demand shall not count as
the  permitted  demand  registration  as  described  in  this  Section  7.1.

          7.2.   PIGGYBACK  RIGHTS.  In  addition,  each  time the Company shall
determine  to file a registration statement under the Securities Act, (excluding
a  registration  on  Form  S-4  or  S-8  or a registration statement on Form S-1
covering  solely an employee benefit plan) in connection with the proposed offer
and  sale  for  money  of any of its securities either for its own account or on
behalf  of  any  other  security  holder,  the Company shall give prompt written
notice  of  such  determination  to  the Holder hereof.  The Holder hereof shall
provide  a  written  request to the Company if it desires to participate in such
registration  (the "Holder Notice"), accompanied by this Warrant, duly endorsed,
                    -------------
together with a Form of Subscription attached hereto, duly filled in and signed,
and the prompt payment in cash or by check of the aggregate Stock Purchase Price
for  the  shares  for  which  this Warrant is being exercised in accordance with
Section 1 hereof, stating the number of shares of Common Stock to be registered,
which  Holder  Notice must be given within twenty (20) days after the receipt by
the  Holder  of  the  Company's  notice.  Upon receipt of the Holder Notice, the
Company  shall  cause  all shares of Common Stock issuable upon exercise of this
Warrant with respect to which the Holder hereof has requested registration to be
included in such registration statement and registered under the Securities Act,
all  to  the  extent  requisite  to  permit the sale or other disposition by the
prospective  seller or sellers of the Common Stock issuable upon exercise hereof
to  be  so  registered.  If  the registration of which the Company gives written
notice  pursuant  to  this  Section  7.2  is  for a public offering involving an
underwriting,  the  Company  shall so advise the Holder as a part of its written
notice.  In  such event, the right of the Holder hereof to registration pursuant
to this Section 7.2 shall be conditioned upon the Holder's participation in such
underwriting  and  the  inclusion of such Holder's shares of Common Stock in the
underwriting  to  the  extent  provided  herein.

     If,  at  any  time after giving written notice of its intention to register
any  of  its  securities  and  prior  to  the effective date of the registration
statement  filed  in  connection  with  such  registration,  the  Company  shall
determine  for any reason not to register such securities, the Company will give
written  notice  of  such  determination  to  the  Holder, and, upon giving such
notice,  the  Company shall be relieved of its obligation to register any Common
Stock acquired upon exercise of the Warrant in connection with such registration
(but  not  from  its  obligation  to pay the registration expenses in connection
therewith),  without  prejudice, however, to the rights of the Holder to request
that  such  registration  be  effected  as  a  registration  under  Section 7.1.

     If,  in  connection  with  a registration pursuant to this Section 7.2, the
lead  managing  underwriter advises the Company in writing that, in its opinion,
the  total  number  of  securities requested to be included in such registration
exceeds  the  number  which  can be sold in such offering without materially and
adversely  affecting  the  offering  price  of  such  securities  by  such


                                        8
<PAGE>
underwriters  (such  opinion  to  state  the reasons therefor), the Company will
promptly  furnish  the  Holder  with a copy of such opinion and will include the
Common Stock to be acquired upon exercise of the Warrant in such registration to
the  extent  of  the  number which the Company is so advised can be sold in such
offering,  determined  as  follows:

          (i)     if  such  registration  as  proposed by the Company involves a
primary  registration  of  its securities, (x) first, the securities the Company
                                               -----
proposes  to  sell, and (y) second, securities of the Company (including without
                            ------
limitation  securities  issuable  upon conversion, exercise or exchange of other
securities  of  the  Company, and including the Common Stock to be acquired upon
exercise  of  the  Warrant)  pursuant  to contractual rights, pro rata among the
                                                              --- ----
holders  thereof  (or,  where appropriate, of the securities convertible into or
exercisable or exchangeable for the securities to be registered) on the basis of
the  number  of  shares  of  such  securities  requested  to be included by such
holders;  and

          (ii)     if such registration as proposed by the Company was requested
by  holders  of securities of the Company other than the Holder, (x) first, such
                                                                     -----
securities  held  by  the  holders initiating such registration, and (y) second,
                                                                         ------
securities of the Company (including without limitation securities issuable upon
conversion,  exercise  or  exchange  of  other  securities  of  the Company, and
including  the  Common  Stock  to  be  acquired  upon  exercise  of the Warrant)
requested  to  be  included in such registration pursuant to contractual rights,
pro  rata  among  the  holders thereof (or, where appropriate, of the securities
convertible  into  or  exercisable  or  exchangeable  for  the  securities to be
registered) on the basis of the number of shares of such securities requested to
be  included  by  such  holders.

          7.3.     PROCEDURE.  If  and  whenever  the Company is required by the
provisions  of  this  Section  7  to effect the registration of shares of Common
Stock  issuable  upon the exercise hereof under the Securities Act, the Company,
at  its  expense  and as expeditiously as possible shall, in accordance with the
Securities  Act  and all applicable rules and regulations, prepare and file with
the  Securities  and  Exchange  Commission  (the  "Commission")  a  registration
                                                   ----------
statement  with  respect  to  such  securities and shall use its best efforts to
cause  such  registration  statement  to  become  and remain effective until the
securities  covered  by  such registration statement have been sold, and prepare
and  file  with  the  Commission  such  amendments  and  supplements  to  such
registration  statement and the prospectus contained therein as may be necessary
to  keep  such  registration statement effective and such registration statement
and  prospectus  accurate  and  complete  until  the  securities covered by such
registration  statement have been sold.  The Company shall furnish to the Holder
participating  in  such registration and to the underwriters of securities being
registered  such  number  of  copies  of  the  registration  statement  and each
amendment  and  supplement thereto, preliminary prospectus, final prospectus and
such  other documents as such underwriters and holders may reasonably request in
order  to  facilitate  the public offering of such securities.  In addition, the
Company shall otherwise take such other actions as are necessary and appropriate
to  effect  any  such  registration  in  compliance  with  all provisions of the
Securities  Act  and  all  applicable  state securities laws, including, without
limitation, using its best efforts to register or qualify the securities covered
by  such  registration statement under such state securities or Blue Sky laws of
such  jurisdictions  as reasonably necessary to effect the sale thereof and such
other  actions  as  the  Holder  shall  reasonably  request.


                                        9
<PAGE>
     8.   MODIFICATION AND WAIVER.  This Warrant and any provision hereof may be
changed,  waived,  discharged  or  terminated  only  by an instrument in writing
signed  by  the  party  against  which  enforcement  of  the  same  is  sought.

     9.   NOTICES.  Any  notice, request or other document required or permitted
to  be given or delivered to the holder hereof or the Company shall be delivered
or  shall be sent by certified mail, postage prepaid, to each such holder at its
address  as  shown  on the books of the Company or to the Company at the address
indicated  therefor in the first paragraph of this Warrant or such other address
as  either  may  from time to time provide to the other and shall be sent to any
such  holder  located  outside  of  the  United States by facsimile confirmed in
writing  by  first  class  air  mail.

     10.  BINDING  EFFECT ON SUCCESSORS.  This Warrant shall be binding upon any
corporation  succeeding  the  Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets.  All of the obligations of the
Company  relating to the Common Stock issuable upon the exercise of this Warrant
shall  survive  the  exercise  and  termination  of  this  Warrant.  All  of the
covenants  and  agreements  of  the  Company  shall  inure to the benefit of the
successors  and  assigns  of  the  holder  hereof.

     11.  DESCRIPTIVE  HEADINGS  AND GOVERNING LAW.  The description headings of
the several sections and paragraphs of this Warrant are inserted for convenience
only  and  do  not  constitute  a  part  of this Warrant.  This Warrant shall be
construed  and  enforced in accordance with, and the rights of the parties shall
be  governed  by,  the  laws  of  the  State  of  Georgia.

     12.  LOST  WARRANTS.  The  Company  represents  and  warrants to the Holder
hereof  that  upon receipt of evidence reasonably satisfactory to the Company of
the  loss, theft, destruction, or mutilation of this Warrant and, in the case of
any  such  loss,  theft  or destruction, upon receipt of an indemnity reasonably
satisfactory  to  the  Company,  or  in  the  case  of  any such mutilation upon
surrender  and  cancellation  of such Warrant, the Company, at its expense, will
make  and  deliver  a  new  Warrant, of like tenor, in lieu of the lost, stolen,
destroyed  or  mutilated  Warrant.


                                       10
<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by  its  officers,  thereunto  duly  authorized  as  of  the  Commencement Date.


                                    CONCURRENT  COMPUTER  CORPORATION
                                    a  Delaware  corporation


                                           By:     /s/ Steven R. Norton
                                               ---------------------------------
                                           Title:  Chief Financial Officer
                                                  ------------------------------


ATTEST:

Lynne B. Dyche
-------------------------------
Secretary


                                       11
<PAGE>
                                    EXHIBIT A

                                SUBSCRIPTION FORM

                                                          Date: ________________


______________________________
______________________________
______________________________


Gentlemen:

          The  undersigned hereby elects to exercise the warrant issued to it by
          Concurrent  Computer  Corporation (the "Company") and dated January 8,
                                                  -------
          2001,  (the  "Warrant")  and  initially  to  purchase  thereunder
                        -------
          _____________________  shares  of the Common Stock of the Company (the
          "Shares"),  subject to adjustment and increase, at a purchase price of
           ------
          ____________________  Dollars  ($__________) per share or an aggregate
          purchase  price  of  ____________________  Dollars  ($__________) (the
          "Purchase  Price").
           ---------------

     Pursuant  to  the  terms  of  the Warrant the undersigned has delivered the
Purchase  Price herewith in full in cash or by certified check or wire transfer.
The undersigned also makes the representations set forth on the attached Exhibit
B  of  the  Warrant.

                              Very  truly  yours,


                              ________________________________________

                              By:  _______________________________

                              Title:  ____________________________


                                       12
<PAGE>
                                    EXHIBIT B


THIS  AGREEMENT  MUST  BE  COMPLETED, SIGNED AND RETURNED TO CONCURRENT COMPUTER
CORPORATION,  ALONG  WITH THE SUBSCRIPTION FORM BEFORE THE COMMON STOCK ISSUABLE
UPON  EXERCISE  OF THE WARRANT CERTIFICATE DATED JANUARY 8, 2001 WILL BE ISSUED.


                 ______________________________________________



Concurrent  Computer  Corporation



Attention:  President

     The  undersigned,  _________________________________________ ("Purchaser"),
                                                                    ---------
intends  to acquire up to ______________________ shares of the Common Stock (the
"Common  Stock")  of  Concurrent  Computer  Corporation (the "Company") from the
 -------------                                                -------
Company  pursuant to the exercise or conversion of a certain Warrant to purchase
Common Stock held by Purchaser.  The Common Stock will be issued to Purchaser in
a  transaction not involving a public offering and pursuant to an exemption from
registration under the Securities Act of 1933, as amended (the "Securities Act")
                                                                --------------
and  applicable  state securities laws.  In connection with such purchase and in
order  to  comply  with  the  exemptions  from  registration  relied upon by the
Company,  Purchaser  represents,  warrants  and  agrees  as  follows:

     Purchaser  is  acquiring  the Common Stock for its own account, to hold for
investment, and Purchaser shall not make any sale, transfer or other disposition
of  the Common Stock in violation of the Securities Act or the General Rules and
Regulations  promulgated  thereunder  by  the Securities and Exchange Commission
(the  "SEC")  or  in  violation  of  any  applicable  state  securities  law.
       ---

     Purchaser  has  been  advised that the Common Stock has not been registered
for  initial  issuance  under the Securities Act or state securities laws on the
ground  that  this transaction is exempt from registration, and that reliance by
the  Company  on  such  exemptions  is  predicated  in  part  on  Purchaser's
representations  set  forth  in  this  letter.

     Purchaser  has  been  informed that under the Securities Act and applicable
state  securities  laws, the Common Stock must be held indefinitely unless it is
subsequently registered under the Securities Act and applicable state securities
laws  or unless an exemption from such registration is available with respect to
any  proposed  transfer  or  disposition  by  Purchaser  of  the  Common  Stock.


                                       13
<PAGE>
     Purchaser  also  understands  and  agrees  that there will be placed on the
certificate(s)  for  the  Common  Stock, or any substitutions therefor, a legend
stating  in  substance:

     The securities evidenced by this certificate have not been registered under
the securities act of 1933, as amended, or under any applicable state securities
laws.  The  securities  may  not  be  sold or transferred in the absence of such
registration  or  an exemption therefrom under such act and under any applicable
state  securities  laws.

     Purchaser has carefully read this letter and has discussed its requirements
and  other  applicable  limitations  upon Purchaser's resale of the Common Stock
with  Purchaser'  s  counsel.

                              Very  truly  yours,


                              __________________________________________
          (Purchaser)


                              By:  _______________________________

                              Title:  ____________________________


                                       14
<PAGE>