UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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 December 31, 2005

                                       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. 0-13150

                                  -------------

                         CONCURRENT COMPUTER CORPORATION
             (Exact name of registrant as specified in its charter)

               Delaware                                   04-2735766
    (State or other jurisdiction           (I.R.S. Employer Identification No.)
   of incorporation or organization)

             4375 River Green Parkway, Suite 100, Duluth, GA  30096
               (Address of principal executive offices) (Zip Code)

                            Telephone: (678) 258-4000
              (Registrant's telephone number, including area code)

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
                                    ---    ---

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                Yes  X  No
                                    ---    ---

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
                                Yes     No  X
                                    ---    ---

Number of shares of the Registrant's Common Stock, par value $0.01 per share,
outstanding as of January 31, 2006 was 71,363,000.


<PAGE>
<TABLE>
<CAPTION>
                                   CONCURRENT COMPUTER CORPORATION
                                              FORM 10-Q
                         FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2005

                                          TABLE OF CONTENTS


                                                                                       PAGE
                                                                                       ----
<S>      <C>                                                                           <C>
                                    PART I - FINANCIAL INFORMATION
                                    ------------------------------
ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                      2
           CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
         OPERATIONS                                                                      18
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                      28
ITEM 4.  CONTROLS AND PROCEDURES                                                         28
                                       PART II - OTHER INFORMATION
                                       ---------------------------
ITEM 1.  LEGAL PROCEEDINGS                                                               29
ITEM 2.  UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS                      29
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                             29
ITEM 6.  EXHIBITS                                                                        29
         EX-10.1 DESCRIPTION OF AMENDMENT TO EMPLOYMENT AGREEMENTS
                 WITH CERTAIN EXECUTIVE OFFICERS
         EX-31.1 SECTION 302 CERTIFICATION OF CEO
         EX-31.2 SECTION 302 CERTIFICATION OF CFO
         EX-32.1 SECTION 906 CERTIFICATION OF CEO
         EX-32.2 SECTION 906 CERTIFICATION OF CFO
</TABLE>


                                        1
<PAGE>
<TABLE>
<CAPTION>
PART I     FINANCIAL INFORMATION

ITEM 1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                CONCURRENT COMPUTER CORPORATION
                       CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                                    (DOLLARS IN THOUSANDS)

                                                                     DECEMBER 31,       JUNE 30,
          ASSETS                                                         2005             2005
                                                                    --------------  --------------
<S>                                                                 <C>             <C>
Current assets:
  Cash and cash equivalents                                         $      17,050   $      19,880
  Accounts receivable, less allowance for doubtful accounts
    of $193 at December 31, 2005 and $200 at June 30, 2005                 15,495          16,577
  Inventories - net                                                         6,640           5,071
  Deferred tax asset - net                                                    220             226
  Prepaid expenses and other current assets                                 1,956             858
                                                                    --------------  --------------
    Total current assets                                                   41,361          42,612
Property, plant and equipment - net                                         6,899           8,319
Intangible assets - net                                                     9,331             823
Goodwill                                                                   15,590          10,744
Investment in minority owned company                                            -             140
Other long-term assets - net                                                1,086           1,339
                                                                    --------------  --------------
    Total assets                                                    $      74,267   $      63,977
                                                                    ==============  ==============
          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses                             $      12,667   $      12,055
  Notes payable to bank, current portion                                      993             954
  Deferred revenue                                                          6,706           6,692
                                                                    --------------  --------------
    Total current liabilities                                              20,366          19,701
Long-term liabilities:
  Deferred revenue                                                          1,843           2,349
  Notes payable to bank, less current portion                               1,077           1,583
  Pension liability                                                         1,747           1,705
  Other                                                                       299             286
                                                                    --------------  --------------
    Total liabilities                                                      25,332          25,624
Commitments and contingencies (Note 14)
Stockholders' equity:
  Shares of common stock, par value $.01; 100,000,000 authorized;
  71,353,011 and 63,642,646 issued and outstanding at  December
  31, 2005 and June 30, 2005, respectively                                    714             637
  Capital in excess of par value                                          188,879         175,769
  Accumulated deficit                                                    (140,242)       (136,455)
  Treasury stock                                                              (34)              -
  Unearned compensation                                                         -          (1,562)
  Accumulated other comprehensive loss                                       (382)            (36)
                                                                    --------------  --------------
    Total stockholders' equity                                             48,935          38,353
                                                                    --------------  --------------
Total liabilities and stockholders' equity                          $      74,267   $      63,977
                                                                    ==============  ==============
<FN>
       The accompanying notes are an integral part of the condensed consolidated financial
                                          statements.
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                         CONCURRENT COMPUTER CORPORATION
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


                                         THREE MONTHS ENDED   SIX MONTHS ENDED
                                            DECEMBER 31,        DECEMBER 31,
                                           2005      2004      2005      2004
                                         --------  --------  --------  --------
<S>                                      <C>       <C>       <C>       <C>
Revenues:
  Product                                $12,750   $14,721   $23,693   $26,308
  Service                                  6,106     5,303    11,370    11,046
                                         --------  --------  --------  --------
    Total revenues                        18,856    20,024    35,063    37,354

Cost of sales:
  Product                                  6,084     6,880    11,452    13,547
  Service                                  2,855     3,248     5,600     6,772
                                         --------  --------  --------  --------
    Total cost of sales                    8,939    10,128    17,052    20,319
                                         --------  --------  --------  --------

Gross margin                               9,917     9,896    18,011    17,035

Operating expenses:
  Sales and marketing                      4,234     4,087     8,362     8,564
  Research and development                 4,900     4,672     9,238     9,852
  General and administrative               2,379     2,275     4,902     4,781
                                         --------  --------  --------  --------
      Total operating expenses            11,513    11,034    22,502    23,197
                                         --------  --------  --------  --------

Operating loss                            (1,596)   (1,138)   (4,491)   (6,162)

Impairment loss on minority investment         -      (313)        -      (313)
Interest income                              105        94       219       187
Interest expense                             (69)      (12)     (131)      (13)
Other income (expense)                       (18)      (66)      689      (101)
                                         --------  --------  --------  --------

Loss before income taxes                  (1,578)   (1,435)   (3,714)   (6,402)

Provision for income taxes                    26        12        73        66
                                         --------  --------  --------  --------

Net loss                                 $(1,604)  $(1,447)  $(3,787)  $(6,468)
                                         ========  ========  ========  ========
Net loss per share
      Basic                              $ (0.02)  $ (0.02)  $ (0.06)  $ (0.10)
                                         ========  ========  ========  ========
      Diluted                            $ (0.02)  $ (0.02)  $ (0.06)  $ (0.10)
                                         ========  ========  ========  ========
<FN>
    The accompanying notes are an integral part of the condensed consolidated
                                financial statements.
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                           CONCURRENT COMPUTER CORPORATION
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                               (DOLLARS IN THOUSANDS)


                                                                  SIX MONTHS ENDED
                                                                     DECEMBER 31,
                                                                   2005       2004
                                                                 ---------  --------
<S>                                                              <C>        <C>
OPERATING ACTIVITIES
Net loss                                                         $ (3,787)  $(6,468)
Adjustments to reconcile net loss to net
  cash used in operating activities:
  Depreciation and amortization                                     2,404     2,819
  Share-based compensation                                            371       118
  Impairment loss on minority investment                                -       313
  Other non-cash expenses                                               9       (17)
  Changes in operating assets and liabilities:
    Accounts receivable                                             1,881    (1,748)
    Inventories                                                    (1,527)    5,043
    Prepaid expenses and other current assets                      (1,226)     (782)
    Other long-term assets                                            254       240
    Accounts payable and accrued expenses                            (313)   (2,099)
    Deferred revenue                                                 (671)   (4,548)
    Other long-term liabilities                                        55       256
                                                                 ---------  --------
  Total adjustments to net loss                                     1,237      (405)
                                                                 ---------  --------
Net cash used in operating activities                              (2,550)   (6,873)

INVESTING ACTIVITIES
  Capital expenditures                                               (635)     (887)
  Cash received from acquisition of Everstream                      1,159         -
                                                                 ---------  --------
Net cash provided by (used in) investing activities                   524      (887)

FINANCING ACTIVITIES
  Repayment of note payable to bank                                  (467)        -
  Proceeds from note payable to bank, net of issuance expenses          -     2,930
  Repayment of capital lease obligation                                 -       (49)
  Sale (purchase) of treasury stock                                   (34)       28
  Proceeds from sale and issuance of common stock                       1        57
                                                                 ---------  --------
Net cash provided by (used in) financing activities                  (500)    2,966

Effect of exchange rates on cash and cash equivalents                (304)      787
                                                                 ---------  --------

Decrease in cash and cash equivalents                              (2,830)   (4,007)
Cash and cash equivalents at beginning of period                   19,880    27,928
                                                                 ---------  --------
Cash and cash equivalents at end of period                       $ 17,050   $23,921
                                                                 =========  ========

Cash paid during the period for:
  Interest                                                       $    111   $     2
                                                                 =========  ========
  Income taxes (net of refunds)                                  $     53   $   212
                                                                 =========  ========

Non-cash investing activities:
  Shares issued in acquisition of Everstream                     $ 14,377   $     -
                                                                 =========  ========
<FN>
  The accompanying notes are an integral part of the condensed consolidated financial
                                     statements.
</TABLE>


                                        4
<PAGE>
                         CONCURRENT COMPUTER CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   OVERVIEW  OF  BUSINESS  AND  BASIS  OF  PRESENTATION

     Concurrent  Computer  Corporation  ("Concurrent")  is a leading supplier of
high-performance computer systems, software, and services.  The computer systems
and  software  fall  under  two  product  lines:  on-demand  and  real-time.

     Concurrent's  on-demand  product line provides on-demand systems consisting
of  hardware  and  software,  software  products  that  provide  monitoring  and
operations  management  for on-demand TV, and integration services, primarily to
residential  cable  companies  that  have  upgraded  their  networks  to support
interactive,  digital  services.

     Concurrent's  real-time  product  line provides high-performance, real-time
operating  systems  and development tools to commercial and government customers
for  use  with  applications  such  as  simulation  and  data  acquisition.

     Concurrent  provides  sales  and  support  from  offices  and  subsidiaries
throughout  North  America,  Europe,  Asia,  and  Australia.

     The  condensed, consolidated interim financial statements of Concurrent are
unaudited  and  reflect  all  adjustments  (consisting  of only normal recurring
adjustments)  necessary for a fair statement of Concurrent's financial position,
results of operations and cash flows at the dates and for the periods indicated.
These  financial statements should be read in conjunction with the Annual Report
on  Form  10-K  for the year ended June 30, 2005.  There have been no changes to
Concurrent's  Significant  Accounting  Policies  as  disclosed  in Note 2 of the
consolidated financial statements included in Concurrent's Annual Report on Form
10-K for the year ended June 30, 2005.  The results reported in these condensed,
consolidated  quarterly  financial  statements  should  not  be  regarded  as
necessarily  indicative  of  results  that  may be expected for the entire year.

     Use  of  Estimates

     The  preparation  of  financial  statements  in  conformity with accounting
principles  generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets  and  liabilities  and disclosure of contingent assets and liabilities at
the  date  of  the financial statements and the reported amounts of revenues and
expenses  during  the  reporting period.  Actual results could differ from those
estimates.

2.   REVENUE  RECOGNITION  AND  RELATED  MATTERS

     Concurrent  recognizes  revenue  when persuasive evidence of an arrangement
exists,  the  system  has  been  shipped,  the  fee is fixed or determinable and
collectibility  of  the  fee  is  probable.

     Software  and  Hardware  Sales
     ------------------------------

     On-demand  and  real-time  product  revenues  are  recognized  based on the
guidance  in  American  Institute  of  Certified Public Accountants Statement of
Position  ("SOP")  97-2, "Software Revenue Recognition" ("SOP 97-2") and related
amendments,  SOP  98-4,  "Deferral  of  the Effective Date of a Provision of SOP
97-2,  Software  Revenue  Recognition"  and SOP 98-9, "Modification of SOP 97-2,
Software  Revenue  Recognition,  With  Respect  to  Certain  Transactions".
Concurrent's  standard  contractual  arrangements  with  its customers generally
include  the delivery of a hardware and/or software system, certain professional
services  that typically involve installation and training, and ongoing software
and  hardware  maintenance.   The  software  component  of  the  arrangement  is
considered  to be essential to the functionality of the hardware.  Therefore, in
accordance  with  Emerging  Issues  Task Force No. 03-5, "Applicability of AICPA
Statement  of  Position  97-2  to  Non-Software  Deliverables  in an Arrangement
Containing  More-Than-Incidental  Software",  the  hardware  and  the  hardware
maintenance components are considered software related and the provisions of SOP
97-2  apply  to  all  elements  of  the  arrangement.  Under  multiple  element
arrangements,  Concurrent  allocates  revenue  to  the various elements based on
vendor-specific objective evidence ("VSOE") of fair value.  Concurrent's VSOE of
fair  value  is  determined  based on the price charged when the same element is
sold  separately.   If  VSOE  of  fair  value  does  not  exist  for  all


                                        5
<PAGE>
elements  in a multiple element arrangement, Concurrent recognizes revenue using
the  residual  method.  Under  the  residual  method,  the  fair  value  of  the
undelivered elements is deferred and the remaining portion of the arrangement is
recognized  as  revenue.

     Professional  Services
     ----------------------

     Professional  services  revenue  is primarily generated from integration of
third  party  software  interfaces,  training, and hardware installation.  These
services  are  typically completed within 90 days from the receipt of the order.
Under multiple element arrangements, Concurrent allocates revenue to the various
elements  based on VSOE of fair value.  Concurrent determines VSOE of fair value
for  the  services  based  on  the standard rate per hour or fixed fee used when
similar  services  are  sold  separately.  Revenues  from  these  services  are
recognized  when  the  services  are  performed.

     In  certain  instances,  Concurrent's  customers  require  significant
customization  of both the software and hardware products.  In these situations,
the  services are considered essential to the functionality of the software and,
therefore,  the revenue from the arrangement, with the exception of maintenance,
is  recognized  in  conformity with Accounting Research Bulletin ("ARB") No. 45,
"Long  Term  Construction  Type  Contracts"  and  SOP  81-1,  "Accounting  for
Performance  of  Construction-Type  and  Certain  Production-Type  Contracts".
Concurrent  records  the value of the entire arrangement (excluding maintenance)
as  the  project progresses based on actual costs incurred compared to the total
costs  expected  to  be  incurred  through  completion.

     Hardware  and  Software  Maintenance
     ------------------------------------

     Concurrent  recognizes revenue from maintenance services in accordance with
SOP  97-2.  Depending  upon  the  specific  terms  of  the  customer  agreement,
Concurrent  may  include  warranty as part of the purchase price.  In accordance
with  SOP 97-2 and, depending upon the specific terms of the customer agreement,
Concurrent  either  accrues  the  estimated  costs  to be incurred in performing
maintenance services at the time of revenue recognition and shipment of product,
or  Concurrent  defers  revenue  associated  with the maintenance services to be
provided  during  the  warranty period based upon the value for which Concurrent
has  sold  such services separately when they are renewed by existing customers.
For those arrangements in which the warranty period is less than or equal to one
year,  Concurrent  accrues  the  estimated  costs  to  be  incurred in providing
services.  Therefore,  in  accordance  with paragraph 59 of SOP 97-2, Concurrent
has  determined  that  the  warranty fee is part of the initial license fee, the
warranty  period  is  for  one year or less, the estimated cost of providing the
services  are  immaterial,  and  upgrades  and  enhancements  offered  during
maintenance  arrangements historically have been and are expected to continue to
be  minimal  and infrequent.  Actual costs are then charged against the warranty
accrual  as  they  are  incurred.  For  those arrangements in which the warranty
period  is greater than one year, Concurrent defers revenue based upon the value
for  which  Concurrent  has sold such services separately.  This revenue is then
recognized  on  a  straight  line  basis  over  the  warranty  period.

3.   BASIC  AND  DILUTED  NET  INCOME  (LOSS)  PER  SHARE

     Basic  net income (loss) per share is computed in accordance with Statement
of  Financial  Accounting  Standard  ("SFAS")  No.  128, "Earnings Per Share" by
dividing  net  income  (loss)  by  the  weighted average number of common shares
outstanding during each period.  Diluted net income (loss) per share is computed
by dividing net income (loss) by the weighted average number of shares including
dilutive common share equivalents.  Under the treasury stock method, incremental
shares  representing the number of additional common shares that would have been
outstanding if the dilutive potential common shares had been issued are included
in  the  computation.  Diluted  earnings  per  common  share assumes exercise of
outstanding  stock  options  and vesting of restricted stock when the effects of
such  assumptions  are  dilutive.  Common  share  equivalents  of  7,683,000 and
6,790,000  for  the three months ended December 31, 2005 and 2004, respectively,
were  excluded  from  the  calculation  as  their  effect
was  antidilutive.  Common  share equivalents of 7,762,000 and 6,843,000 for the
six  months  ended  December 31, 2005 and 2004, respectively, were excluded from
the  calculation  as  their  effect  was  antidilutive.  The  following


                                        6
<PAGE>
table  presents a reconciliation of the numerators and denominators of basic and
diluted net income (loss) per share for the periods indicated (dollars and share
data  in  thousands,  except  per-share  amounts):

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED         SIX MONTHS ENDED
                                                                DECEMBER 31,             DECEMBER 31,
                                                            2005         2004         2005         2004
                                                         -----------  -----------  -----------  -----------
<S>                                                      <C>          <C>          <C>          <C>
Basic and diluted earnings per share (EPS) calculation:
    Net loss                                             $   (1,604)  $   (1,447)  $   (3,787)  $   (6,468)
                                                         ===========  ===========  ===========  ===========

Basic weighted average number of shares outstanding          70,385       62,747       66,578       62,714
  Effect of dilutive securities:
    Employee stock options                                        -            -            -            -
                                                         -----------  -----------  -----------  -----------
Diluted weighted average number of shares outstanding        70,385       62,747       66,578       62,714
                                                         ===========  ===========  ===========  ===========
Basic EPS                                                $    (0.02)  $    (0.02)  $    (0.06)  $    (0.10)
                                                         ===========  ===========  ===========  ===========
Diluted EPS                                              $    (0.02)  $    (0.02)  $    (0.06)  $    (0.10)
                                                         ===========  ===========  ===========  ===========
</TABLE>

4.   SHARE-BASED  COMPENSATION

     At  December  31,  2005,  Concurrent  had share-based employee compensation
plans  which  are  described in Note 13 of the consolidated financial statements
included  in Concurrent's Annual Report on Form 10-K for the year ended June 30,
2005.  Option  awards  are  granted  with  an exercise price equal to the market
price  of  Concurrent's  stock  at  the  date of grant.  Effective July 1, 2005,
Concurrent  adopted Statement of Financial Accounting Standards No. 123 (revised
2004),  "Share-Based Payment," ("SFAS 123R"). SFAS 123R requires the recognition
of  the  fair  value  of  stock  compensation  in  the  Statement of Operations.
Concurrent  recognizes  stock  compensation  expense  over the requisite service
period  of  the  individual grantees, which generally equals the vesting period.
All  of  Concurrent's stock compensation is accounted for as equity instruments.
Prior  to  July  1,  2005,  Concurrent  accounted  for  these  plans  under  the
recognition  and  measurement  principles of APB Opinion No. 25, "Accounting for
Stock  Issued  to  Employees"  ("APB  25"),  and  related  interpretations.

     Concurrent  has  elected  the  modified  prospective  transition method for
adopting SFAS 123R.  Under this method, the provisions of SFAS 123R apply to all
awards  granted or modified after the date of adoption.  Unrecognized expense of
awards  not  yet  vested  at  the  date  of  adoption shall be recognized in the
Statement of Operations in the periods after the date of adoption using the same
valuation  method  (i.e.  Black-Scholes)  and  assumptions  determined under the
original  provisions  of SFAS 123, "Accounting for Stock-Based Compensation," as
disclosed  in Concurrent's previous filings.  As a result of adopting SFAS 123R,
Concurrent's  net  losses  for  the three and six months ended December 31, 2005
are  $121,000  and  $172,000  greater,  respectively,  than  if  Concurrent  had
continued to account for share-based compensation under APB 25 for the three and
six  months  ended  December  31,  2005.

     Concurrent  recorded  $218,000  and  $371,000  of  share-based compensation
related  to  vested  stock  options  and  restricted  stock  in the Statement of
Operations  during  the  three  and  six  months  ended  December  31,  2005,
respectively.  For  the three and six months ended December 31, 2004, Concurrent
recognized  $102,000  and $118,000 of share-based compensation expense under APB
25  in  the  Statement of Operations related to the issuance of restricted stock
awards.


                                        7
<PAGE>
     The  following  table  illustrates  the  effect  on  net  income (loss) and
earnings  (loss)  per share if Concurrent had applied the fair value recognition
provisions  of  SFAS  123 to stock-based employee compensation to the prior-year
period  (dollars  in  thousands,  except  per-share  data).

<TABLE>
<CAPTION>
                                                       THREE MONTHS     SIX MONTHS
                                                          ENDED           ENDED
                                                       DECEMBER 31,    DECEMBER 31,
                                                           2004            2004
                                                      --------------  --------------
<S>                                                   <C>             <C>
Net loss as reported                                  $      (1,447)  $      (6,468)

  Add: employee share-based compensation included               102             118
  Less: employee share-based compensation                      (931)         (1,948)
                                                      --------------  --------------

  Pro forma net loss                                  $      (2,276)  $      (8,298)
                                                      ==============  ==============

Net loss per share:

  Basic and diluted net loss per share - as reported  $       (0.02)  $       (0.10)
                                                      ==============  ==============

  Basic and diluted net loss per share - pro forma    $       (0.04)  $       (0.13)
                                                      ==============  ==============
</TABLE>

     Concurrent  uses  the  Black-Scholes  valuation  model to estimate the fair
value  of  each  option award on the date of grant.  During the six months ended
December 31, 2005, Concurrent issued 60,000 stock options with immediate vesting
and  issued  no  restricted  stock awards.  The weighted-average grant-date fair
value of the options granted under the stock option plans during this period was
$1.58.  The  weighted-average  assumptions  used  for  the  three  months  ended
December 31, 2005 were: expected dividend yield of 0.0%; risk-free interest rate
of  4.4%;  expected  life  of  6  years;  and  an  expected volatility of 83.3%.

     The  dividend  yield of zero is based on the fact that Concurrent has never
paid cash dividends and has no present intention to pay cash dividends. Expected
volatility  is  based on historical volatility of Concurrent's common stock over
the  period  commensurate  with the expected life of the options.  The risk-free
interest  rate  is  derived  from the average U.S. Treasury rate for the period,
which  approximates  the rate in effect at the time of grant.  The expected life
calculation  is based on the observed and expected time to post-vesting exercise
and  forfeitures  of  options  by  Concurrent's  employees.

     Based  on  historical  experience  of  option  pre-vesting  cancellations,
Concurrent has assumed an annualized forfeiture rate of 10% for unvested options
granted  prior  to July 1, 2005.  Concurrent has assumed a 0% forfeiture rate on
options  granted during the six months ended December 31, 2005, as these options
vested  immediately.  Under the true-up provisions of SFAS 123R, Concurrent will
record additional expense if the actual forfeiture rate is lower than estimated,
and  will  record a recovery of prior expense if the actual forfeiture is higher
than  estimated.


                                        8
<PAGE>
     A  summary  of option activity under the plans as of December 31, 2005, and
changes  during  the  six  months  then  ended  is  presented  below:

<TABLE>
<CAPTION>
                                                                      WEIGHTED-
                                                         WEIGHTED-     AVERAGE
                                                          AVERAGE     REMAINING   AGGREGATE
                                                          EXERCISE   CONTRACTUAL  INTRINSIC
                OPTIONS                        SHARES      PRICE        TERM        VALUE
-------------------------------------------------------  ----------  -----------  ----------
<S>                                          <C>         <C>         <C>          <C>

Outstanding as of July 1, 2005               6,877,062   $     4.68
Granted                                         60,000         1.58
Exercised                                         (700)        1.88
Forfeited or expired                          (153,438)        7.60
                                             ----------  ----------
Outstanding as of December 31, 2005          6,782,924   $     4.59         5.98  $  343,000
                                             ==========  ==========  ===========  ==========
Vested and exercisable at December 31, 2005  6,226,924   $     4.86         5.74  $  154,000
                                             ==========  ==========  ===========  ==========
</TABLE>

     Total  compensation  cost  of  options  granted  but  not  yet vested as of
December  31,  2005  is  $536,000,  which  is expected to be recognized over the
weighted  average  period  of  2.7  years.

     Concurrent  issued  1,041,000  shares  of  restricted  stock during the six
months  ended  December  31, 2004.  A portion of the restricted stock vests over
time  (four years) and a portion vests based upon performance criteria.  Because
a  portion  of  this  restricted  stock  is  performance based, that portion was
accounted  for  using  variable  accounting,  requiring  interim  estimates  of
compensation  expense,  prior to adoption of SFAS 123R.  Effective July 1, 2005,
Concurrent  records  expense for remaining unvested performance-based restricted
stock  awards, based upon the grant date fair-value and an assessment of whether
the  performance  criteria  will  ultimately be met.  A summary of the status of
Concurrent's  non-vested  shares as of December 31, 2005, and changes during the
six  months  ended  December  31,  2005,  is  presented  below:

<TABLE>
<CAPTION>
                                                       WEIGHTED-
                                                        AVERAGE
                                                      GRANT-DATE
               NON-VESTED SHARES            SHARES    FAIR-VALUE
     ------------------------------------  ---------  -----------
<S>                                        <C>        <C>
     Non-vested at July 1, 2005             872,486   $      1.87
     Granted                                      -             -
     Vested                                (125,374)         1.87
     Forfeited                              (68,389)         1.87
                                          ----------  -----------
     Non-vested at December 31, 2005        678,723   $      1.88
                                          ==========  ===========
</TABLE>

     Total  compensation  cost  of  restricted  stock awards issued, but not yet
vested as of December 31, 2005 is $1,007,000, which is expected to be recognized
over  the  weighted  average  period  of  2.8  years.

     Unearned  Compensation

     Prior  to  adoption of SFAS 123R, Concurrent recorded a grant of non-vested
restricted  stock  in capital with an offsetting contra-equity account, unearned
compensation,  which  was  amortized  to  expense over the vesting period.  Upon
adoption of SFAS 123R, any remaining balance of unearned compensation as of July
1,  2005  was  reversed  (i.e.,  netted  against  additional  paid-in  capital).
Effective  July 1, 2005, Concurrent reversed $1,562,000 of unearned compensation
associated  with  remaining  unvested  restricted  stock  by reducing additional
paid-in  capital  by  $1,553,000  and  par  value of common stock by $9,000.  As
restrictions  lapse  over the vesting period, Concurrent will record share-based
compensation  to  income  (loss) from operations and additional paid-in capital.


                                        9
<PAGE>
5.   INVENTORIES

     Inventories  are  stated  at  the  lower of cost or market, with cost being
determined  by  using  the  first-in,  first-out method.  Concurrent establishes
excess  and  obsolete  inventory  reserves based upon historical and anticipated
usage.  The  components  of  inventories  are  as  follows  (in  thousands):

<TABLE>
<CAPTION>
                          DECEMBER 31,    JUNE 30,
                              2005          2005
                         -------------  -------------
<S>                      <C>            <C>
     Raw materials, net  $       5,385  $       3,599
     Work-in-process               770            864
     Finished goods                485            608
                         -------------  -------------
                         $       6,640  $       5,071
                         =============  =============
</TABLE>

     At  December  31,  2005  and  June  30,  2005, some portion of Concurrent's
inventory was in excess of the current requirements based upon the planned level
of  sales  for  future  years.  Accordingly,  Concurrent had inventory valuation
allowances for raw materials of $2.0 million which would reduce the value of the
inventory  to  its  estimated net realizable value at December 31, 2005 and June
30,  2005.

6.   INVESTMENTS  IN  AND  RECEIVABLE  FROM  MINORITY  OWNED  COMPANIES

     In  March  2002,  Concurrent purchased a 14.4% equity ownership interest in
Thirdspace  Living  Limited ("Thirdspace").  Concurrent invested $4.0 million in
cash  and  the  equivalent  of  $3.0 million in its common stock in exchange for
1,220,601  series C shares of Thirdspace.  In addition to the equity investment,
Concurrent  also loaned Thirdspace $6.0 million in exchange for two $3.0 million
long-term  notes  receivable.  In  fiscal year 2003, Concurrent recorded a $13.0
million  net  impairment  charge due to an "other-than-temporary" decline in the
market  value of the investment in Thirdspace.  In May 2003, Thirdspace sold the
majority of its assets to Alcatel Telecom Ltd.  As a result of the sale of these
certain assets, Concurrent received proceeds in fiscal years 2004  and 2005 that
were  recorded  as a reduction to the impairment loss in the line item "Recovery
(impairment  loss)  on  minority  investment."

     Thirdspace's  only significant remaining asset is a right to 40% of amounts
recovered  by  nCube  Corporation, now part of C-Cor, Incorporated ("nCube"), if
any,  from  the  lawsuit brought by nCube against SeaChange International, Inc.,
alleging  patent  infringement. On January 9, 2006 the U.S. Court of Appeals for
the  Federal  Circuit affirmed the lower court's decision in favor of nCube. The
likelihood  of  collecting  this  asset,  and  the  amount  and  timing  of such
collection  is  uncertain  and  as a result Concurrent has not recorded the gain
contingency.  Pursuant  to  the  sale  of  the  assets of Thirdspace to Alcatel,
Concurrent  believes  that  it  has  the  right  to the first approximately $3.0
million  of such recovery, if any. Beyond any such recovery, Concurrent does not
anticipate  further  cash  proceeds  related  to the liquidation of Thirdspace's
remaining assets.

     In April 2002, Concurrent invested cash of $500,000 in Everstream Holdings,
Inc.  ("Everstream")  and  incurred $53,000 in acquisition costs in exchange for
480,770  shares  of Series C Preferred stock, giving Concurrent a 4.9% ownership
interest.  Everstream  specializes  in broadband advertising systems, operations
and  data  warehousing  software  and  related integration services.  Concurrent
accounted for its investment in the Series C Preferred stock of Everstream using
the  cost  method  because  Concurrent  did not believe it exercised significant
influence  over Everstream.  During fiscal year 2005, Concurrent became aware of
circumstances  that  provide evidence of an "other than temporary" impairment of
Concurrent's  investment  in  Everstream,  in  accordance  with EITF 03-01, "The
Meaning  of  'Other-Than-Temporary  Impairment'  and  Its Application to Certain
Investments".  Based  upon  an evaluation of the investment in Everstream during
this  period,  Concurrent  recorded  an  impairment  charge  of  $413,000 in the
Statement  of  Operations,  under  the  line  item, "Impairment loss on minority
investment", and reduced its "Investment in minority owned company" to $140,000.

     On August 19, 2005, Concurrent entered into an Agreement and Plan of Merger
with  Stream  Acquisition, Inc., Everstream, and certain selling stockholders of
Everstream,  as  amended  on  August  26,  2005  (the  "Merger  Agreement"). The
acquisition  of  Everstream  pursuant  to  the Merger Agreement was completed on
October  11,  2005.  At  this  time,  Concurrent  reduced  the  balance  in  its
"Investment in minority owned company" to $0, as Concurrent acquired 100% of the
voting  equity  interest  of  Everstream.


                                       10
<PAGE>
     Pursuant  to  the  Merger  Agreement, Concurrent issued 8,456,777 shares of
Concurrent stock equal to approximately $14.375 million for the Everstream stock
it did not already own (Concurrent's existing Everstream stock was valued in the
transaction  at  approximately  $0.5  million),  determined  by dividing $14.375
million  by  $1.70,  the  average  trading  price of Concurrent stock for the 30
calendar  days ending on the third calendar day prior to closing.  Refer to Note
12  for  additional  information  on  Concurrent's  acquisition  of  Everstream.

7.   ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

     The components of accounts payable and accrued expenses are as follows (in
thousands):

<TABLE>
<CAPTION>
                                            DECEMBER 31,     JUNE 30,
                                                2005           2005
                                           -------------  -------------
<S>                                        <C>            <C>
     Accounts payable, trade               $       6,496  $       4,727
     Accrued payroll, vacation, severance
       and other employee expenses                 3,914          4,143
     Warranty accrual                                577            702
     Other accrued expenses                        1,680          2,483
                                           -------------  -------------
                                           $      12,667  $      12,055
                                           =============  =============
</TABLE>

     Concurrent's  estimate  of  warranty  obligations  is  based  on historical
experience  and  expectation  of future conditions.  The changes in the warranty
accrual  during  the  six  months  ended  December  31, 2005 were as follows (in
thousands):

<TABLE>
<CAPTION>
<S>                                        <C>
     Balance at June 30, 2005              $ 702
     Charged to costs and expenses           130
     Deductions                             (255)
                                           ------
     Balance at December 31, 2005          $ 577
                                           ======
</TABLE>

8.   COMPREHENSIVE  INCOME  (LOSS)

     Concurrent's  total  comprehensive  loss  is  as  follows  (in  thousands):

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED         SIX MONTHS ENDED
                                                         DECEMBER 31,              DECEMBER 31,
                                                      2005         2004         2005         2004
                                                   -----------  -----------  -----------  -----------
<S>                                                <C>          <C>          <C>          <C>
     Net loss                                      $   (1,604)  $   (1,447)  $   (3,787)  $   (6,468)
     Other comprehensive income (loss):
       Foreign currency translation income (loss)        (318)         750         (346)         926
                                                   -----------  -----------  -----------  -----------
     Total comprehensive loss                      $   (1,922)  $     (697)  $   (4,133)  $   (5,542)
                                                   ===========  ===========  ===========  ===========
</TABLE>

9.   CONCENTRATION  OF  CREDIT  RISK,  SEGMENT,  AND  GEOGRAPHIC  INFORMATION

     During  fiscal  year  2005,  Concurrent changed its management structure by
consolidating  the  real-time and on-demand operating divisions.  The divisional
structure  was  officially  consolidated  under  a  functional organization with
real-time and on-demand product lines.  As a result of these changes, Concurrent
no  longer  reports  segment  information for real-time and on-demand divisions.
Operating  costs other than cost of revenue are not allocated to the product and
services  segments.  However,  Concurrent  still  provides  revenue  and  margin
information  for  products  and  services.   In  accordance  with  SFAS  131,
"Disclosure  about Segments of an Enterprise and Related Information", effective
July  1,  2005,  Concurrent  operates in two segments, products and services, as
disclosed  within  the  statements  of  operations.


                                       11
<PAGE>
     The following summarizes the revenues by geographic locations for the three
and  six  months  ended  December  31,  2005  (in  thousands):

<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED        SIX MONTHS ENDED
                                           DECEMBER 31,            DECEMBER 31,
                                        2005        2004        2005        2004
                                     ----------  ----------  ----------  ----------
<S>                                  <C>         <C>         <C>         <C>
     United States                   $   14,507  $   14,444  $   23,744  $   27,214

       Japan                                829       2,090       2,125       3,025
       Other Asia Pacific countries         809         911       1,455       1,659
                                     ----------  ----------  ----------  ----------
     Asia Pacific                         1,638       3,001       3,580       4,684

     Europe                               2,171       2,237       7,013       4,274

     Other                                  540         342         726       1,182
                                     ----------  ----------  ----------  ----------
          Total revenue              $   18,856  $   20,024  $   35,063  $   37,354
                                     ==========  ==========  ==========  ==========
</TABLE>

     In addition, the following summarizes revenues by significant customer
where such revenue exceeded 10% of total revenues for any one of the indicated
periods:

<TABLE>
<CAPTION>
                             THREE MONTHS ENDED       SIX MONTHS ENDED
                                DECEMBER 31,            DECEMBER 31,
                              2005        2004        2005        2004
                           ----------  ----------  ----------  ----------
<S>                        <C>         <C>         <C>         <C>
     Customer A                   21%          4%         15%          3%
     Customer B                   15%         15%         13%         17%
     Customer C                   12%         22%         11%         16%
     Customer D                    0%          2%          0%         11%
</TABLE>

     Concurrent  assesses  credit  risk  through  ongoing  credit evaluations of
customers'  financial  condition  and collateral is generally not required.  One
customer accounted for $3,083,000 or 20% of trade receivables, a second customer
accounted  for  $2,178,000  or  14%  of  trade  receivables and a third customer
accounted  for $2,059,000 or 13% of trade receivables, at December 31, 2005.  At
June 30, 2005, one customer accounted for $3,219,000 or 19% of trade receivables
and  a second customer accounted for $1,974,000 or 12% of trade receivables.  No
other  customers  accounted  for 10% or more of trade receivables as of December
31,  2005  or  June  30,  2005.

     Concurrent sometimes purchases product components from a single supplier in
order  to  obtain  the  required  technology  and  the  most favorable price and
delivery  terms.  For  the  three months ended December 31, 2005, purchases from
each  of  two  suppliers  were in excess of 10% of Concurrent's total purchases.
These  two  suppliers accounted for 29% and 22% of Concurrent's purchases during
the  three  months  ended  December  31, 2005.  Also, for the three months ended
December  31,  2004,  purchases  from  two  suppliers  were  in excess of 10% of
Concurrent's  total purchases.  These two suppliers accounted for 26% and 19% of
Concurrent's purchases during the three months ended December 31, 2004.  For the
six  months ended December 31, 2005, purchases from two suppliers were in excess
of  10%  of Concurrent's total purchases.  These two suppliers accounted for 23%
and 21% of Concurrent's purchases during the six months ended December 31, 2005.
Also,  for  the six months ended December 31, 2004, purchases from two suppliers
were  in  excess  of  10%  of Concurrent's total purchases.  These two suppliers
accounted  for 19% and 18% of Concurrent's purchases during the six months ended
December  31,  2004.


                                       12
<PAGE>
10.  TERM  LOAN  AND  REVOLVING  CREDIT  FACILITY

     On  December  23,  2004,  Concurrent executed a Loan and Security Agreement
("Credit  Agreement")  with  Silicon  Valley Bank ("SVB").  The Credit Agreement
provides  for  a  two  year  maximum  of  $10,000,000  revolving  credit  line
("Revolver")  and a three year $3,000,000 term loan ("Term Loan") and is secured
by  substantially  all  of  the  assets  of  Concurrent.  Based on the borrowing
formula  and  Concurrent's  financial  position  as  of  December 31, 2005, $8.4
million  would  have  been  available  to  Concurrent  under  the Revolver.  The
Revolver  and  the Term Loan expire on December 23, 2006, and December 23, 2007,
respectively.  Both  agreements  can  be  terminated  earlier upon a default, as
defined  in  the  Credit  Agreement.  As of December 31, 2005, Concurrent had no
amounts drawn under the Revolver and the balance of the Term Loan was as follows
(in  thousands):

<TABLE>
<CAPTION>
                                        DECEMBER 31,     JUNE 30,
                                           2005            2005
                                       -------------  -------------
<S>                                    <C>            <C>
     Term note                         $       2,070  $       2,537
     Less current portion                        993            954
                                       -------------  -------------
       Total long-term debt            $       1,077  $       1,583
                                       =============  =============
</TABLE>

     Interest  on  any  outstanding  amounts under the Revolver would be payable
monthly at the prime rate (7.25% at December 31, 2005) plus 3.25% per annum, and
interest  on all outstanding amounts under the Term Loan is payable monthly at a
rate  of  8.0%  per  annum.  The  Term  Loan  is  repayable  in 36 equal monthly
principal  and interest installments of $94,000 and the outstanding principal of
the  Revolver  would  be  due  on  December  23,  2006,  unless the Revolver was
terminated  earlier  in  accordance  with  its  terms.

     In  addition,  the  Credit  Agreement contains certain financial covenants,
including  required  financial  ratios  and  a  minimum  tangible net worth, and
customary  restrictive covenants concerning Concurrent's operations.  Concurrent
was  in  compliance  with  these  covenants  at  December  31,  2005.

11.  RETIREMENT  PLANS

     The  following  table  provides  a detail of the components of net periodic
benefit  cost  for the three and six months ended December 31, 2005 and 2004 (in
thousands):

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED         SIX MONTHS ENDED
                                                              DECEMBER 31,              DECEMBER 31,
                                                           2005         2004         2005         2004
                                                        -----------  -----------  -----------  -----------
<S>                                                     <C>          <C>          <C>          <C>
Service cost                                            $        7   $        7   $       14   $       13
Interest cost                                                   47           55           94          104
Expected return on plan assets                                 (15)         (23)         (30)         (44)
Amortization of unrecognized net transition obligation           8            8           16           16
Recognized actuarial loss                                        -            1            -            2
                                                        -----------  -----------  -----------  -----------
Net periodic benefit cost                               $       47   $       48   $       94   $       91
                                                        ===========  ===========  ===========  ===========
</TABLE>

     Concurrent  contributed  $17,000  and  $34,000  to  its German subsidiary's
defined  benefit  plan  during the three and six months ended December 31, 2005,
and  expects to make similar contributions during each of the remaining quarters
of  fiscal  2006.  Concurrent  contributed  $20,000  and  $36,000  to its German
subsidiary's defined benefit plan during the three and six months ended December
31,  2004,  respectively.

     Concurrent  maintains  a  retirement  savings  plan,  available  to  U.S.
employees,  which  qualifies as a defined contribution plan under Section 401(k)
of  the  Internal Revenue Code.  During the three months ended December 31, 2005
and  2004,  Concurrent  contributed  $149,000  and  $243,000  to  this  plan,
respectively.  During  the  six  months  ended  December  31,  2005  and  2004,
Concurrent  contributed  $329,000  and  $514,000  to  this  plan,  respectively.


                                       13
<PAGE>
     Concurrent  also maintains a defined contribution plan ("Stakeholder Plan")
for  its  U.K.  based  employees.  Concurrent has agreements with certain of its
U.K. based employees to make supplementary contributions to the Stakeholder Plan
over  the  next  three to four years, contingent upon their continued employment
with  Concurrent.  During  the  three  months  ended December 31, 2005 and 2004,
Concurrent  contributed  $54,000  and  $125,000  to  the  Stakeholder  Plan,
respectively.  During  the  six  months  ended  December  31,  2005  and  2004,
Concurrent  contributed  $161,000  and  $258,000  to  this  plan,  respectively.

12.  ACQUISITION  OF  EVERSTREAM

On  August  19,  2005,  Concurrent entered into the Merger Agreement with Stream
Acquisition,  Inc.,  Everstream, and certain selling stockholders of Everstream,
as  amended  on  August  26, 2005. The acquisition of Everstream pursuant to the
Merger  Agreement  was  completed  on  October  11,  2005.  Everstream  is  an
organization  that  provides  comprehensive  business  analytics and advertising
solutions  for cable and satellite operators. Everstream develops solutions that
enable  its  customers  to  evaluate  and measure performance characteristics of
transactional  services  such as video-on-demand.  Everstream is also developing
interactive  and  on-demand  television applications to deliver impression based
and  one-to-one  interactive  advertising.  Concurrent  purchased  Everstream to
acquire  its  software  and customer base and has included Everstream results in
its  interim  financial  results  for  the  period from October 11, 2005 through
December  31,  2005.

     Pursuant  to  the  Merger  Agreement, Concurrent issued 8,456,777 shares of
Concurrent stock equal to approximately $14.375 million for the Everstream stock
it did not already own (Concurrent's existing Everstream stock was valued in the
transaction  at  approximately  $0.5  million),  determined  by dividing $14.375
million  by  $1.70,  the  average  trading  price of Concurrent stock for the 30
calendar  days  ending  on  the  third  calendar  day  prior  to  closing.

     The  purchase  price  has  been  preliminarily  allocated  as  follows  (in
thousands):

<TABLE>
<CAPTION>
<S>                                                                      <C>
     Estimated fair value of Concurrent stock issued to Everstream       $  14,375
     Estimated direct costs of acquisition                                     710
                                                                         ----------
     Purchase price                                                         15,085

     Historical book values of Everstream assets and liabilities            (2,531)
     Estimated fair value of intangible assets acquired                     (7,848)
     Carrying value of previous investment in Everstream                       140
                                                                         ----------
     Goodwill                                                            $   4,846
                                                                         ==========
</TABLE>

     Concurrent  allocated  $8.8  million  of the purchase price to the acquired
intangible assets.  The estimated fair values reflected below were determined by
a third party appraiser and are based on the expected future cash flows over the
expected  lives  of  the  intangible  assets.  These  fair  values have not been
finalized  and  are therefore subject to further adjustment.  Concurrent expects
to maintain usage of the Everstream trademark on existing products and introduce
new  products in the future that will also display the trademark.  Consequently,
the  acquired  Everstream  trademark  qualifies  as an indefinite-lived asset in
accordance  with  the  criteria  set  forth in SFAS No. 142, "Goodwill and Other
Intangible Assets."  Identifiable intangible assets with finite useful lives are
amortized  over  their  estimated  useful  lives  under  the  purchase method of
accounting.  Identifiable  intangible  assets  with  indefinite  lives  are  not
amortized,  but instead shall be tested for impairment at least annually. If the
carrying  amount  of  either  a  finite- or indefinite-lived intangible asset is
subsequently  determined  to  exceed its fair value, an impairment loss shall be
recognized  in  an  amount  equal  to  that  excess.


                                       14
<PAGE>
     The  following  table  reflects  the  estimated fair values of the acquired
intangible  assets  and  related  estimates  of  useful lives (dollar amounts in
thousands):

<TABLE>
<CAPTION>
                                                 ESTIMATED    ESTIMATED
                                                FAIR VALUE   USEFUL LIFE
                                                -----------  ------------
<S>                                             <C>          <C>
     Identifiable intangible assets:
     Developed technologies                     $     5,800   8 years
     Customer relationships                           1,900   11 years
     Trademarks                                       1,100   Indefinite
                                                -----------
     Total                                      $     8,800
                                                ===========
</TABLE>

     The  remaining  excess  purchase price of $4.8 million was determined to be
goodwill  and  will  be  periodically  reviewed  for  potential  impairment  in
accordance  with  SFAS  No.  142.

     The  following  table  reflects the unaudited pro forma combined results of
Concurrent  and  Everstream for the three and six months ended December 31, 2005
and  2004  as  if the acquisition occurred on July 1, 2004 (in thousands, except
per  share  data):

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED         SIX MONTHS ENDED
                                                   DECEMBER 31,              DECEMBER 31,
                                            ------------------------  ------------------------
                                               2005         2004         2005         2004
                                            -----------  -----------  -----------  -----------
<S>                                         <C>          <C>          <C>          <C>
     Pro forma revenue                      $   19,062   $   20,348   $   36,115   $   37,880
     Pro forma net income (loss)            $   (1,543)  $   (2,119)  $   (4,691)  $   (7,825)
     Pro forma (loss) earnings per share:
         Basic                              $    (0.02)  $    (0.03)  $    (0.07)  $    (0.11)
         Diluted                            $    (0.02)  $    (0.03)  $    (0.07)  $    (0.11)
     Weighted average shares outstanding:
         Basic                                  71,305       71,204       71,266       71,171
         Diluted                                71,305       71,204       71,266       71,171
</TABLE>

     The  pro  forma information does not necessarily reflect the actual results
that  would have occurred, nor is it necessarily indicative of future results of
the  combined  companies.

13.  GOODWILL  AND  OTHER  INTANGIBLE  ASSETS

     Goodwill  was  $15,590,000 and $10,744,000 as of December 31, 2005 and June
30,  2005, respectively.  Concurrent does not measure assets on a segment basis,
and  therefore,  does  not  allocate  goodwill  on a segment basis.  Goodwill is
attributed  to operations within the United States.  During the six months ended
December  31,  2005,  goodwill  increased  by  $4,846,000  as  a  result  of the
Everstream  acquisition  on  October 11, 2005 (See Note 12).  In accordance with
SFAS  142,  Concurrent  tests  goodwill  for  impairment,  at  least  annually.
Concurrent's  annual  goodwill  impairment  testing  date  is  July  1.


                                       15
<PAGE>
     Other intangible assets as of December 31, 2005 and June 30, 2005 consisted
of  the  following  (in  thousands):

<TABLE>
<CAPTION>
                                   December 31,      June 30,
                                       2005            2005
                                  --------------  --------------
<S>                               <C>             <C>
Cost of amortizable intangibles:
  Purchased technology            $       7,700   $       1,900
  Customer relationships                  1,900               -
                                  --------------  --------------
  Total cost of intangibles               9,600           1,900
Less accumulated amortization:
  Purchased technology                   (1,331)         (1,077)
  Customer relationships                    (38)              -
                                  --------------  --------------
  Total accumulated amortization         (1,369)         (1,077)
Trademark                                 1,100               -
                                  --------------  --------------
  Total intangible assets, net    $       9,331   $         823
                                  ==============  ==============
</TABLE>

     Amortization  expense for the three months ended December 31, 2005 and 2004
was $246,000 and $47,000, respectively.  Amortization expense for the six months
ended  December  31,  2005 and 2004 was $293,000 and $95,000, respectively.  The
estimated  amortization  expense  related to intangible assets for the next five
fiscal  years  is  (in  thousands):

<TABLE>
<CAPTION>
<S>                               <C>
     Fiscal year:
        2007                      $1,088
        2008                       1,088
        2009                       1,088
        2010                         961
        2011                         898
                                  ------
                                  $5,123
                                  ======
</TABLE>

14.  COMMITMENTS  AND  CONTINGENCIES

     Concurrent,  from time to time, is involved in litigation incidental to the
conduct  of its business.  Concurrent believes that such pending litigation will
not  have  a  material  adverse effect on its results of operations or financial
condition.

     Concurrent  has entered into an agreement with a vendor in which the vendor
will perform nonrecurring customization services. Concurrent may be obligated to
pay  as  much  as  $750,000 for the completion of these services. Concurrent had
made  payments  to  this  vendor  totaling $429,000 as of December 31, 2005, and
totaling  $175,000  as  of June 30, 2005. These amounts are recorded in the line
item  "Prepaid  expenses and other current assets" at December 31, 2005 and June
30,  2005.  This  asset  will  be  amortized  over the estimated life of the new
product.

     Concurrent  enters  into agreements in the ordinary course of business with
customers, resellers, distributors, integrators and suppliers that often require
Concurrent  to  defend  and/or  indemnify  the  other party against intellectual
property  infringement  claims  brought  by  a  third  party  with  respect  to
Concurrent's  products. For example, Concurrent was notified that certain of its
customers were served with a complaint by Acacia Media Technologies, Corp. (U.S.
District  Court,  Northern District of California) for allegedly infringing U.S.
Patent  Nos.  5,132,992,  5,253,275,  5,550,863,  6,002,720,  and  6,144,702  by
providing  broadcast  video  and video-on-demand services to end user customers.
Some  of  these  customers  have  requested  indemnification  under  their


                                       16
<PAGE>
customer agreement. From time to time, Concurrent also indemnifies customers and
business  partners  for damages, losses and liabilities they may suffer or incur
relating  to  personal  injury, personal property damage, product liability, and
environmental  claims  relating to the use of Concurrent's products and services
or resulting from the acts or omissions of Concurrent, its employees, authorized
agents  or  subcontractors.  Concurrent  continues  to  review  its  potential
obligations  under  its indemnification agreements with these customers, in view
of  the  claims by Acacia, and the indemnity obligations to these customers from
other  vendors  that  also  provided  systems  and  services to these customers.


                                       17
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF  OPERATIONS

     The  following  Management's Discussion and Analysis of Financial Condition
and  Results  of  Operations  should  be  read in conjunction with the Condensed
Consolidated  Financial  Statements  and  the related Notes thereto which appear
elsewhere  herein.  Except for the historical financial information, many of the
matters  discussed in this Item 2 may be considered "forward-looking" statements
that  reflect  our  plans,  estimates  and beliefs.  Actual results could differ
materially from those discussed in the forward-looking statements.  Factors that
could  cause  or contribute to such differences include, but are not limited to,
those  discussed  in the "Cautionary Note regarding Forward-Looking Statements,"
elsewhere  herein  and  in  other  filings made with the Securities and Exchange
Commission.

OVERVIEW

     During  the  six months ended December 31, 2005, we used approximately $2.6
million in cash and cash equivalents from operations, and ended the quarter with
$17.1  million  in  cash and cash equivalents.  (Our cash balance benefited from
the  addition  of  $1.2  million  from  the acquisition of Everstream during the
quarter.)  The  use of cash from operations during the six months ended December
31,  2005  was  primarily  due  to  operating  losses,  inventory purchases, and
insurance  prepayments  in  the  six months ended December 31, 2005.  We believe
that  existing  cash balances will be sufficient to meet our anticipated working
capital  and  capital  expenditure  requirements  for  the  next  twelve months.
However,  until  our  revenue  increases  and  stabilizes,  it is likely we will
continue  to use cash from operating activities.  See further discussions in the
"Liquidity  and  Capital  Resources"  section  of  this  document.

     A  recent trend has been a shift in on-demand revenue from large, new North
American  on-demand  deployments  to  a  mix  of  new international deployments;
expansions  of  streams, ingest, and storage at previously deployed systems; and
smaller, new North American on-demand deployments.

     Other  trends  in  our  business are detailed in our latest Form 10-K filed
September  2,  2005.

RECENT  EVENTS

     On August 19, 2005, Concurrent entered into an Agreement and Plan of Merger
with  Stream  Acquisition, Inc., Everstream, and certain selling stockholders of
Everstream,  as  amended  on  August  26,  2005.  The  acquisition of Everstream
pursuant  to  Merger  Agreement  was  completed  on  October  11,  2005.

     Pursuant  to  the Merger Agreement, we issued 8,456,777 shares of our stock
equal  to  approximately  $14.375  million  for  the Everstream stock we did not
already  own  (our  existing  Everstream  stock was valued in the transaction at
approximately  $0.5  million),  determined by dividing $14.375 million by $1.70,
the  average  trading  price of our stock for the 30 calendar days ending on the
third  calendar  day  prior  to closing.  As part of this purchase, we allocated
approximately  $4.8  million  to  goodwill  and  $8.8  million  to  intangibles,
including  developed  technologies,  customer  relationships,  and  trademark.

APPLICATION  OF  CRITICAL  ACCOUNTING  POLICIES

     The  SEC  defines  "critical  accounting  policies"  as  those that require
application  of  management's  most  difficult, subjective or complex judgments,
often as a result of the need to make estimates about the effect of matters that
are  inherently  uncertain and may change in subsequent periods.  For a complete
description  of  our  critical  accounting  policies,  please  refer  to  the
"Application  of  Critical  Accounting  Policies"  in our most recent Form 10-K,
filed  on  September  2,  2005.


                                       18
<PAGE>
SELECTED  OPERATING  DATA  AS  A  PERCENTAGE  OF  TOTAL  REVENUE

     The  following  table sets forth selected operating data as a percentage of
total revenue, unless otherwise indicated, for certain items in our consolidated
statements  of  operations  for  the  periods  indicated.

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED       SIX MONTHS ENDED
                                                       DECEMBER 31,           DECEMBER 31,
                                                    2005        2004        2005        2004
                                                 ----------------------  ----------------------
                                                     (Unaudited)              (Unaudited)
<S>                                              <C>         <C>         <C>         <C>
Revenues:
  Product                                            67.6 %      73.5 %      67.6 %      70.4 %
  Service                                             32.4        26.5        32.4        29.6
                                                 ----------  ----------  ----------  ----------
    Total revenues                                   100.0       100.0       100.0       100.0

Cost of sales (% of respective sales category):
  Product                                             47.7        46.7        48.3        51.5
  Service                                             46.8        61.2        49.3        61.3
                                                 ----------  ----------  ----------  ----------
    Total cost of sales                               47.4        50.6        48.6        54.4

Gross margin                                          52.6        49.4        51.4        45.6

Operating expenses:
  Sales and marketing                                 22.5        20.4        23.9        22.9
  Research and development                            26.0        23.3        26.3        26.4
  General and administrative                          12.6        11.3        14.0        12.8
                                                 ----------  ----------  ----------  ----------
      Total operating expenses                        61.1        55.0        64.2        62.1
                                                 ----------  ----------  ----------  ----------

Operating loss                                        (8.5)       (5.6)      (12.8)      (16.5)

Impairment loss on minority investment                   -        (1.6)          -        (0.8)
Interest income - net                                  0.2         0.4         0.3         0.5
Other income (expense) - net                          (0.1)       (0.3)        1.9        (0.3)
                                                 ----------  ----------  ----------  ----------

Loss before income taxes                              (8.4)       (7.1)      (10.6)      (17.1)

Provision for income taxes                             0.1         0.1         0.2         0.2
                                                 ----------  ----------  ----------  ----------

Net loss                                             (8.5)%      (7.2)%     (10.8)%     (17.3)%
                                                 ==========  ==========  ==========  ==========
</TABLE>


                                       19
<PAGE>
RESULTS OF OPERATIONS

THE THREE MONTHS ENDED DECEMBER 31, 2005 COMPARED TO THE THREE MONTHS ENDED
DECEMBER 31, 2004

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED
                                                DECEMBER 31,
                                         ------------------------
        (DOLLARS IN THOUSANDS)              2005         2004       $ CHANGE     % CHANGE
                                         -----------  -----------  -----------  ----------
<S>                                      <C>          <C>          <C>          <C>
Product revenues                         $   12,750   $   14,721   $   (1,971)     (13.4%)
Service revenues                              6,106        5,303          803        15.1%
                                         -----------  -----------  -----------  ----------
      Total revenues                         18,856       20,024       (1,168)      (5.8%)
Product cost of sales                         6,084        6,880         (796)     (11.6%)
Service cost of sales                         2,855        3,248         (393)     (12.1%)
                                         -----------  -----------  -----------  ----------
      Total cost of sales                     8,939       10,128       (1,189)     (11.7%)
                                         -----------  -----------  -----------  ----------
Product gross margin                          6,666        7,841       (1,175)     (15.0%)
Service gross margin                          3,251        2,055        1,196        58.2%
                                         -----------  -----------  -----------  ----------
      Total gross margin                      9,917        9,896           21         0.2%
Operating expenses:
  Sales and marketing                         4,234        4,087          147         3.6%
  Research and development                    4,900        4,672          228         4.9%
  General and administrative                  2,379        2,275          104         4.6%
                                         -----------  -----------  -----------  ----------
      Total operating expenses               11,513       11,034          479         4.3%
                                         -----------  -----------  -----------  ----------
Operating loss                               (1,596)      (1,138)        (458)       40.2%
Impairment loss on minority investment            -         (313)         313      NM  (1)
Interest income - net                            36           82          (46)     (56.1%)
Other expense - net                             (18)         (66)          48       NM (1)
                                         -----------  -----------  -----------  ----------
Loss before income taxes                     (1,578)      (1,435)        (143)       10.0%
Provision for income taxes                       26           12           14       116.7%
                                         -----------  -----------  -----------  ----------
Net loss                                 $   (1,604)  $   (1,447)  $     (157)       10.9%
                                         ===========  ===========  ===========  ==========
</TABLE>

     (1) NM denotes percentage is not meaningful

     Product  Sales. Total product sales for the three months ended December 31,
2005  were  $12.7  million,  a decrease of approximately $2.0 million, or 13.4%,
from $14.7 million for the three months ended December 31, 2004. The decrease in
product  sales  resulted  from the $2.4 million, or 27.7%, decrease in on-demand
product  sales  to $6.2 million in the quarter ended December 31, 2005 from $8.6
million  in  the  quarter  ended  December  31, 2004. This decrease in on-demand
product  revenue was net of the additional revenue from Everstream products sold
subsequent  to  the acquisition of Everstream. The decrease in on-demand product
sales during the quarter ended December 31, 2005, as compared to the same period
of  the  prior year was due to fewer international deployments, primarily in the
Asia-Pacific  region,  that  resulted  in  a $1.3 million reduction in on-demand
product  revenue  and  due to fewer new markets in North America, resulting in a
$1.1  million  reduction  in on-demand product revenue. Fluctuation in on-demand
revenue  is  often  due to the fact that we have a small base of large customers
making  periodic  large  purchases  that account for a significant percentage of
revenue.

     Partially  offsetting  the  decrease  in on-demand product sales, real-time
product  sales increased approximately $0.4 million, or 6.5%, to $6.6 million in
the  quarter  ended  December  31,  2005  from $6.2 million in the quarter ended
December 31, 2004.  The increase in real-time product sales was primarily due to
an  increase in revenue from international and domestic customers due to growing
demand  for  our  Linux  based  products in addition to sales of our traditional
product  lines.  We expect to maintain market share in our traditional real-time
markets  and  expect  to  capture  market  share  in new markets with our system
solutions.


                                       20
<PAGE>
     Service Revenue.  Service revenue increased $0.8 million, or 15.1%, to $6.1
million  for  the three months ended December 31, 2005 from $5.3 million for the
three  months  ended  December  31,  2004.  The  increase  in service revenue is
attributable  to a $1.6 million, or 83.4% increase in service revenue associated
with  on-demand  products.  Service  revenue  associated with on-demand products
increased  partly  due  to  the  addition  of  Everstream service revenue in the
current  period.  Everstream  service  revenue  was  primarily  attributable  to
maintenance  service  on software products and integration and service performed
after  Concurrent's  acquisition  of  Everstream.  Furthermore,  the  on-demand
business  continues to recognize maintenance, installation, and training revenue
on  our  expanding  base  of  on-demand  market  deployments.  As  the  warranty
agreements  that  typically  accompany  the initial sale and installation of our
on-demand  systems  expire,  we anticipate selling new maintenance agreements to
our  customers.

     The  increase  in on-demand service revenues was partially offset by a $0.8
million,  or  24.8%,  decrease in service revenue related to real-time products.
Service  revenue  associated  with  real-time  products  continued  to  decline
primarily due to the expiration of maintenance contracts as legacy machines were
removed  from service and, to a lesser extent, from customers purchasing our new
products  that produce significantly less service revenue.  We expect this trend
of  declining  service  for  real-time products to continue into the foreseeable
future.

     Product  Gross Margin.  Product gross margin was $6.7 million for the three
months  ended  December  31,  2005, a decrease of approximately $1.2 million, or
15.0%,  from $7.8 million for the three months ended December 31, 2004.  Product
gross  margin  as  a percentage of product sales decreased to 52.3% in the three
months ended December 31, 2005 from 53.3% in the three months ended December 31,
2004,  primarily due to $0.2 million of additional amortization expense incurred
during  the  current  quarter  related  to  acquired  Everstream  technology.

     Service  Gross  Margin.  The gross margin on service revenue increased $1.2
million,  or  58.2%,  to  $3.3 million, or 53.2% of service revenue in the three
months ended December 31, 2005 from $2.1 million, or 38.8% of service revenue in
the  three  months  ended  December  31,  2004.  Increasing  service margins are
primarily  due  to  service  revenues  generated by Everstream subsequent to the
acquisition  of  Everstream.  This new source of revenue provides higher service
margins than we have traditionally experienced and we expect this revenue source
to  continue  to  have  a  favorable  impact  on  service margins going forward,
although we cannot be assured that they will continue at the same level achieved
during the three months ended December 31, 2005.  Service margins also increased
during the three months ended December 31, 2005, as compared to the three months
ended  December  31,  2004,  due to cost savings generated by our cost reduction
initiative  during  the prior fiscal year.  Service cost of sales decreased $0.4
million  due to fewer service personnel in the current year, which resulted in a
$0.3  million  reduction  in  service  related salaries, wages and benefits, and
related  prior  period  severance  costs  of  $0.1  million.  Severance  expense
recorded  in  the three months ended December 31, 2004 resulted from a reduction
in  service  personnel as we scaled down the infrastructure that is necessary to
fulfill  declining  real-time  product  related  contractual  obligations.  The
decline  in  contractual  obligations results from the expiration of maintenance
contracts as legacy machines are removed from service and replaced with machines
that  are  less  costly  to  maintain.

      Sales and Marketing.  Sales and marketing expenses increased approximately
$0.1  million,  or  3.6%  to $4.2 million in the three months ended December 31,
2005  from  $4.1  million  in  the  three  months ended December 31, 2004.  This
increase  is  primarily  due  to  a  $0.3 million increase in commission expense
resulting from the structure of commission agreements in the current year.  Also
during  the  quarter,  we began including expenses from Everstream's sales force
and  amortization of Everstream's customer base, resulting in an additional $0.1
million  of expense during the three months ended December 31, 2005, as compared
to  the  same  period  in the prior year.  These additional costs were partially
offset  by  a  $0.2  million reduction in salaries, wages and benefits resulting
from  the cost savings initiative implemented during the first half of the prior
fiscal  year.

     Research and Development.  Research and development expenses increased $0.2
million,  or  4.9%  to  $4.9 million in the three months ended December 31, 2005
from $4.7 million in the three months ended December 31, 2004.  This increase is
primarily  because  we  began  including expenses from Everstream's research and
development  group  during  the  three  months  ended  December  31, 2005.  This
resulted  in  an  additional  $0.8  million  of research and development related
salaries,  wages,  benefits,  travel  and  facilities  costs.  These  additional
expenses  were  partially  offset  by  a  $0.5  million  decrease in development
subcontractors and engineering costs incurred in the three months ended December
31,  2004  that  were  no  longer  necessary  to  meet  software


                                       21
<PAGE>
development  requirements  for  customers'  business  management  functionality,
resource  management  and  client  system  monitoring.

     General  and Administrative.  General and administrative expenses increased
$0.1  million,  or  4.6%  to $2.4 million in the three months ended December 31,
2005  from $2.3 million in the three months ended December 31, 2004.  During the
three  months  ended  December  31,  2005,  accounting  services,  primarily
attributable  to  the  additional  internal and external audit work required for
compliance  with  the  Sarbanes-Oxley Act of 2002, increased by $0.1 million, as
compared  to the three months ended December 31, 2004.  Furthermore, share-based
compensation  expense  resulting  from adoption of SFAS 123(R) increased by $0.1
million during the three months ended December 31, 2005, as compared to the same
period  of  the  prior  year.  These additional costs were partially offset by a
$0.1  million  reduction in salaries, wages and benefits resulting from the cost
savings  initiative  implemented during the first half of the prior fiscal year.

     Impairment  Loss on Minority Investment.  During the quarter ended December
31,  2004,  we became aware of circumstances that provided evidence of an "other
than  temporary"  impairment  of  our  then  minority  ownership  investment  in
Everstream.  Based  upon  an evaluation of the investment during this period, we
recorded  an  impairment  charge of $0.4 million in the Statement of Operations,
and reduced our "Investment in minority owned company" to $140,000.  Also during
the three months ended December 31, 2004, an additional $0.1 million recovery of
previously  impaired  Thirdspace assets was recognized, partially offsetting the
$0.4  million  impairment  charge  taken  during  the  quarter.

     Provision  for  Income  Taxes.  We  recorded  income  tax  expense  for our
domestic  and  foreign subsidiaries of $26,000 in the quarter ended December 31,
2005,  compared  to  $12,000 during the quarter ended December 31, 2004.  Income
tax  expense  during  both periods is primarily attributable to income earned in
foreign  locations  that  cannot  be offset by net operating loss carryforwards.

     Net  Loss.  The  net  loss for the three months ended December 31, 2005 was
$1.6 million or $0.02 per basic and diluted share compared to a net loss for the
three  months  ended  December  31,  2004 of $1.4 million or $0.02 per basic and
diluted  share.


                                       22
<PAGE>
THE SIX MONTHS ENDED DECEMBER 31, 2005 COMPARED TO THE SIX MONTHS ENDED DECEMBER
31,  2004

<TABLE>
<CAPTION>
                                            SIX MONTHS ENDED
                                              DECEMBER 31,
                                         --------------------
         (DOLLARS IN THOUSANDS)            2005       2004     $ CHANGE   % CHANGE
                                         ---------  ---------  ---------  ---------
<S>                                      <C>        <C>        <C>        <C>
Product revenues                         $ 23,693   $ 26,308   $ (2,615)     (9.9%)
Service revenues                           11,370     11,046        324        2.9%
                                         ---------  ---------  ---------  ---------
      Total revenues                       35,063     37,354     (2,291)     (6.1%)
Product cost of sales                      11,452     13,547     (2,095)    (15.5%)
Service cost of sales                       5,600      6,772     (1,172)    (17.3%)
                                         ---------  ---------  ---------  ---------
      Total cost of sales                  17,052     20,319     (3,267)    (16.1%)
                                         ---------  ---------  ---------  ---------

Product gross margin                       12,241     12,761       (520)     (4.1%)
Service gross margin                        5,770      4,274      1,496       35.0%
                                         ---------  ---------  ---------  ---------
      Total gross margin                   18,011     17,035        976        5.7%

Operating expenses:
  Sales and marketing                       8,362      8,564       (202)     (2.4%)
  Research and development                  9,238      9,852       (614)     (6.2%)
  General and administrative                4,902      4,781        121        2.5%
                                         ---------  ---------  ---------  ---------
      Total operating expenses             22,502     23,197       (695)     (3.0%)
                                         ---------  ---------  ---------  ---------
Operating loss                             (4,491)    (6,162)     1,671      NM (1)
Impairment loss on minority investment          -       (313)       313      NM (1)
Interest income - net                          88        174        (86)    (49.4%)
Other income (expense) - net                  689       (101)       790      NM (1)
                                         ---------  ---------  ---------  ---------
Loss before income taxes                   (3,714)    (6,402)     2,688      NM (1)
Provision for income taxes                     73         66          7       10.6%
                                         ---------  ---------  ---------  ---------
Net loss                                 $ (3,787)  $ (6,468)  $  2,681     (41.5%)
                                         =========  =========  =========  =========
</TABLE>

     (1)  NM  denotes  percentage  is  not  meaningful

     Product  Sales.  Total  product sales for the six months ended December 31,
2005 were $23.7 million, a decrease of approximately $2.6 million, or 9.9%, from
$26.3  million  for  the  six  months  ended  December 31, 2004. The decrease in
product  sales  resulted  from the $3.7 million, or 25.3%, decrease in on-demand
product  sales  to  $10.9 million in the six months ended December 31, 2005 from
$14.6  million  in  the  six  months  ended  December 31, 2004. This decrease in
on-demand  product  revenue  was  net  of the additional revenue from Everstream
products  sold  subsequent  to  the  acquisition  of Everstream. The decrease in
on-demand product sales was primarily due to lower overall expansion of existing
markets  in  North  America  during  the  six months ended December 31, 2005, as
compared  to  the same period of the prior year. The reduction in North American
domestic  on-demand  product  revenue  was  partially  offset  by an increase in
international  sales  volume  during the six months ended December 31, 2005 that
resulted  in a $0.4 million increase in international on-demand product revenue,
primarily  in  Europe,  compared  to  the  six  months  ended December 31, 2004.
Fluctuation  in  on-demand revenue is often due to the fact that we have a small
base  of  large  customers  making  periodic  large purchases that account for a
significant  percentage  of  revenue.

     Partially  offsetting  the  decrease  in on-demand product sales, real-time
product  sales  increased  approximately $1.1 million, or 9.3%, to $12.8 million
during the six months ended December 31, 2005 from $11.7 million during the same
period  of the prior year.  The increase in real-time product sales is primarily
due  to  growing demand for our Linux based products in addition to sales of our
traditional  product  lines.  We  expect  to  maintain  market  share  in  our
traditional  real-time markets and expect to capture market share in new markets
with  our  system  solutions.


                                       23
<PAGE>
     Service Revenue.  Service revenue increased $0.3 million, or 2.9%, to $11.4
million  for  the  six months ended December 31, 2005 from $11.0 million for the
six  months  ended  December  31,  2004.  The  increase  in  service  revenue is
attributable to a $1.7 million, or 39.3%, increase in service revenue associated
with  on-demand  products.  Service  revenue  associated with on-demand products
increased  partly  due  to  the  addition  of  Everstream service revenue in the
current  period.  Everstream  service  revenue  was  primarily  attributable  to
maintenance  service  on software products and integration and service performed
after  Concurrent's  acquisition  of  Everstream.  Furthermore,  the  on-demand
business  continues to recognize maintenance, installation, and training revenue
on  our  expanding  base  of  on-demand  market  deployments.  As  the  warranty
agreements  that  typically  accompany  the initial sale and installation of our
on-demand  systems  expire,  we anticipate selling new maintenance agreements to
our  customers.

     The  increase  in on-demand service revenues was partially offset by a $1.4
million,  or  21.3%,  decrease in service revenue related to real-time products.
Service  revenue  associated  with  real-time  products  continued  to  decline
primarily due to the expiration of maintenance contracts as legacy machines were
removed  from service and, to a lesser extent, from customers purchasing our new
products  that produce significantly less service revenue.  We expect this trend
of  declining  service  for  real-time products to continue into the foreseeable
future.

     Product  Gross  Margin.  Product gross margin was $12.2 million for the six
months  ended  December  31,  2005, a decrease of approximately $0.5 million, or
4.1%,  from  $12.8  million for the six months ended December 31, 2004.  Product
gross  margin  as  a  percentage  of product sales increased to 51.7% in the six
months  ended  December 31, 2005 from 48.5% in the six months ended December 31,
2004.  The  increase in product margins is primarily due to a more favorable mix
of software and hardware products within the domestic market in the current year
and  a prior year incentive discount provided to one of our North American cable
customers  who upgraded its older systems to our fourth generation architecture.

     Service  Gross  Margin.  The gross margin on service revenue increased $1.5
million,  or  35.0%,  to  $5.8  million,  or 50.7% of service revenue in the six
months ended December 31, 2005 from $4.3 million, or 38.7% of service revenue in
the  six  months  ended  December  31,  2004.  Increasing  service  margins  are
primarily  due  to  service  revenues  generated by Everstream subsequent to the
acquisition  of  Everstream.  This new source of revenue provides higher service
margins than we have traditionally experienced and we expect this revenue source
to  continue  to  have  a  favorable  impact  on  service margins going forward,
although we cannot be assured that they will continue at the same level achieved
during  the  six months ended December 31, 2005.  Service margins also increased
during  the  six  months  ended December 31, 2005, as compared to the six months
ended  December  31,  2004,  due to cost savings generated by our cost reduction
initiative  during  the prior fiscal year.  Service cost of sales decreased $1.2
million  due to fewer service personnel in the current year, which resulted in a
$1.1  million  reduction  in  service  related salaries, wages and benefits, and
related  prior  period  severance  costs  of  $0.1  million.  Severance  expense
recorded  in the six months ended December 31, 2004 resulted from a reduction in
service  personnel  as  we  scaled  down the infrastructure that is necessary to
fulfill  declining  real-time  product  related  contractual  obligations.  The
decline  in  contractual  obligations results from the expiration of maintenance
contracts as legacy machines are removed from service and replaced with machines
that  are  less  costly  to  maintain.

      Sales and Marketing.  Sales and marketing expenses decreased approximately
$0.2  million, or 2.4% to $8.4 million in the six months ended December 31, 2005
from  $8.6  million in the six months ended December 31, 2004.  This decrease is
primarily  due  to  a  $0.3  million  reduction  in salaries, wages and benefits
resulting  from  the  cost  savings initiative implemented during the six months
ended  December  31,  2004,  and  non-recurring severance of $0.2 million in the
prior  year.  In  addition,  we  reduced  depreciation  expense  associated with
demonstration equipment by $0.3 million during the six months ended December 31,
2005,  as  compared  to the same period of the prior year, by exercising greater
discipline  over  expenditures  on  such  equipment.  Partially offsetting these
decreases, commission expense increased $0.5 million during the six months ended
December  31, 2005, as compared to the same period of the prior year, due to the
structure  of  commission  agreements  in the current year.  Also during the six
months  ended  December  31, 2005, we began including expenses from Everstream's
sales  force  and  amortization  of  Everstream's customer base, resulting in an
additional  $0.1  million  of  expense  during the six months ended December 31,
2005.

     Research and Development.  Research and development expenses decreased $0.6
million,  or 6.2% to $9.2 million in the six months ended December 31, 2005 from
$9.9  million  in the six months ended December 31, 2004.  During the six months
ended  December  31,  2005,  we  incurred  $1.3  million  less  on  development


                                       24
<PAGE>
subcontractors  and  engineers  because  they  were  no longer necessary to meet
software  development  requirements  for  customers'  business  management
functionality, resource management and client system monitoring.  In addition to
the  decreasing personnel costs, we also incurred $0.1 million less in severance
costs  as  compared to the six months ended December 31, 2004.  These decreasing
costs  from  Concurrent's  traditional  research  and  development  group  were
partially  offset by the fact that we began including expenses from Everstream's
research  and  development  group during the six months ended December 31, 2005.
This  resulted in an additional $0.8 million of research and development related
salaries,  wages,  benefits,  travel  and  facilities  costs.

     General  and Administrative.  General and administrative expenses increased
$0.1  million  or 2.5% to $4.9 million in the six months ended December 31, 2005
from  $4.8  million  in  the six months ended December 31, 2004.  During the six
months  ended  December 31, 2005, accounting services, primarily attributable to
the additional internal and external audit work required for compliance with the
Sarbanes-Oxley  Act  of  2002, increased by $0.3 million, as compared to the six
months  ended  December 31, 2004.  Furthermore, share-based compensation expense
resulting  from adoption of SFAS 123(R) increased by $0.2 million during the six
months  ended  December  31,  2005,  as compared to the same period of the prior
year.  Offsetting  these increasing costs, salaries wages and benefits decreased
by  $0.4  million and severance expense decreased by $0.1 million during the six
months  ended  December  31,  2005, primarily due to the cost savings initiative
during  the  first  half  of  the  prior  year.

     Impairment  Loss  on  Minority  Investment.  During  the  six  months ended
December 31, 2004, we became aware of circumstances that provided evidence of an
"other  than  temporary" impairment of our then minority ownership investment in
Everstream.  Based  upon  an evaluation of the investment during this period, we
recorded  an  impairment  charge of $0.4 million in the Statement of Operations,
and reduced our "Investment in minority owned company" to $140,000.  Also during
the three months ended December 31, 2004, an additional $0.1 million recovery of
previously  impaired  Thirdspace assets was recognized, partially offsetting the
$0.4  million  impairment  charge  taken  during  the  quarter.

     Other  Income (Expense).  During the six months ended December 31, 2005, we
received  a  $0.7 million refund from the Australian Tax Authority.  This refund
related  to  previous withholding tax payments, over many years, on intercompany
charges  with  our  Australian  subsidiary.  Expense  associated  with  previous
payments  was  originally  recorded  to  "other  income  (expense)"  within  our
Consolidated  Statement of Operations; therefore, we have recorded the refund to
"other  income  (expense)"  within  our  Consolidated  Statement  of Operations.

     Provision  for  Income  Taxes.  We  recorded  income  tax  expense  for our
domestic  and  foreign  subsidiaries of $73,000 in the six months ended December
31,  2005,  compared  to  $66,000 during the six months ended December 31, 2004.
Income  tax  expense  during  both  periods  is primarily attributable to income
earned  in  foreign  locations  that  cannot  be  offset  by  net operating loss
carryforwards.

     Net Loss.  The net loss for the six months ended December 31, 2005 was $3.8
million  or $0.06 per basic and diluted share compared to a net loss for the six
months  ended  December  31, 2004 of $6.5 million or $0.10 per basic and diluted
share.

LIQUIDITY AND CAPITAL RESOURCES

     Our  liquidity  is  dependent  on  many  factors,  including  sales volume,
operating  profit  and  the  efficiency  of  asset use and turnover.  Our future
liquidity  will  be  affected  by,  among  other  things:

  -  the  rate of growth, if any, of on-demand market expansions and the pace at
     which  domestic  and  international cable companies and telephone companies
     implement  on-demand  technology;

  -  the  rate  of  growth,  if  any,  of  deployment of our real-time operating
     systems  and  tools;

  -  the  actual  versus  anticipated  decline  in  revenue  from maintenance of
     real-time  proprietary  systems;

  -  ongoing  cost control actions and expenses, including for example, research
     and  development  and  capital  expenditures;

  -  the  margins  on  our  on-demand  and  real-time  businesses;

  -  our  ability  to  raise  additional  capital,  if  necessary;

  -  our  ability  to  obtain  additional  bank  financing,  if  necessary;


                                       25
<PAGE>
  -  our  ability  to  meet  the  covenants  contained  in our Credit Agreement;

  -  timing  of product shipments which occur primarily during the last month of
       the  quarter;

  -  the  percentage of sales derived from outside the United States where there
     are  generally  longer  accounts  receivable  collection  cycles;  and

  -  the  number of countries in which we operate, which may require maintenance
     of  minimum cash levels in each country and, in certain cases, may restrict
     the  repatriation  of  cash,  such as cash held on deposit to secure office
     leases.

Uses  and  sources  of  cash

     We  used  $2.6  million  of  cash  from operating activities during the six
months ended December 31, 2005 compared to using $6.9 million of cash during the
same  period  of  the prior year.  The use of cash from operations was primarily
due  to  operating losses, inventory purchases, and insurance prepayments in the
six  months ended December 31, 2005.  Prior period cash usage resulted from both
operating  losses  and  changes  in  working  capital.

     We  invested  $0.6  million in property, plant and equipment during the six
months  ended  December  31, 2005 compared to $0.9 million during the six months
ended December 31, 2004.  Capital additions during each of these periods related
primarily  to  product development and testing equipment.  We expect to continue
at  a  slightly  higher  level of capital additions during the remainder of this
fiscal year.  Also, we received $1.2 million of cash during the six months ended
December  31,  2005  from  our  acquisition  of  Everstream on October 11, 2005.

     During  the  quarter ended December 31, 2004, we executed a Loan and Credit
Agreement with Silicon Valley Bank. The Credit Agreement provides for a two year
$10  million revolving credit line and a three year $3 million term loan.  As of
December 31, 2005, we had no amounts drawn under the Revolver and had drawn down
the entire $3.0 million, of which $467,000 has been repaid during the six months
ended  December  31,  2005,  under  the  Term Loan.  Interest on all outstanding
amounts  under the Revolver would be payable monthly at the prime rate (7.25% at
December 31, 2005) plus 3.25% per annum, and interest on all outstanding amounts
under  the  Term  Loan is payable monthly at a rate of 8.0% per annum.  The Term
Loan  is  repayable  in  36 equal monthly principal and interest installments of
$94,000  and  the outstanding principal of the Revolver would be due on December
23,  2006,  unless  the  Revolver  was terminated earlier in accordance with its
terms.

     In  addition,  the  Credit  Agreement contains certain financial covenants,
including  required  financial  ratios  and  a  minimum  tangible net worth, and
customary  restrictive  covenants concerning our operations.  As of December 31,
2005,  we  were  in  compliance  with  these  covenants.  Based on the borrowing
formula  and  our financial position as of December 31, 2005, $8.4 million would
have  been  available  to  us  under  the  Revolver.

     At  December  31,  2005, we had working capital of $21.0 million and had no
material  commitments  for  capital  expenditures compared to working capital of
$22.9  million at June 30, 2005.  We believe that existing cash balances will be
sufficient  to  meet  our  anticipated  working  capital and capital expenditure
requirements  for  the next twelve months.  However, until our revenue increases
and  stabilizes,  it  is likely that we will continue to use cash from operating
activities.  As  part  of  our  cost reduction initiative implemented during the
prior  fiscal  year,  we  reduced  our  breakeven  point, but the acquisition of
Everstream  is  expected  to  increase  our  quarterly  operating  expenses  by
approximately  $1  million.  If revenues do not reach these breakeven levels, we
will  continue  to  use cash.  If this situation continues, we may need to raise
additional funds through an offering of stock or debt, in addition to our Credit
Agreement.  We  cannot  be  certain  that  we  will be able to obtain additional
financing  on  favorable  terms,  if  at  all.


                                       26
<PAGE>
CONTRACTUAL  OBLIGATIONS  AND  COMMERCIAL  COMMITMENTS

     The  following table summarizes our significant contractual obligations and
commitments,  by  fiscal  year,  as  of  December  31,  2005:

<TABLE>
<CAPTION>
                                                     PAYMENTS DUE BY FISCAL YEAR
                                         ---------------------------------------------------
                                                        (DOLLARS IN THOUSANDS)
CONTRACTUAL OBLIGATIONS                  TOTAL    2006   2007-2008   2009-2010   THEREAFTER
-----------------------------------------------  ------  ----------  ----------  -----------
<S>                                      <C>     <C>     <C>         <C>         <C>
Operating leases                         $2,117  $  730  $    1,294  $       93  $         -
Term note obligation                      2,070     487       1,583           -            -
Interest payments related to term note      180      76         104           -            -
Pension plan                              2,004      79         393         438        1,094
Non-binding purchase commitment (a)         321     321           -           -            -
                                         ------  ------  ----------  ----------  -----------
TOTAL                                    $6,692  $1,693  $    3,374  $      531  $     1,094
                                         ======  ======  ==========  ==========  ===========
</TABLE>

(a)  This  is  a  purchase  commitment with a supplier for Concurrent to pay for
     nonrecurring  customization  costs.  If  Concurrent  does  not  purchase  a
     specified  number  of  products  from  the supplier, then Concurrent is not
     obligated  to  pay  the  entire  amount.


     CAUTIONARY  NOTE  REGARDING  FORWARD-LOOKING  STATEMENTS

     Certain  statements  made  or  incorporated  by reference in this quarterly
report  may  constitute  "forward-looking  statements" within the meaning of the
federal  securities  laws.  Statements  regarding future events and developments
and  our  future  performance,  as  well  as  our  expectations, beliefs, plans,
estimates, or projections relating to the future, are forward-looking statements
within  the  meaning  of  these laws.  Examples of forward looking statements in
this  quarterly  report include, without limitation, our expectation with regard
to future revenues and revenue growth, anticipated growth in the markets for our
on-demand  and  real-time  products,  anticipated  positive  results,  and  the
performance  of  our  products.  All  forward-looking  statements are subject to
certain  risks  and  uncertainties  that  could  cause  actual  events to differ
materially  from  those  projected.

     Such  risks  and  uncertainties  include  our  ability  to realize expected
synergies,  achieve  revenue goals, and win new opportunities.  In addition, the
risks and uncertainties which could affect our financial condition or results of
operations  include,  without  limitation:  our  ability  to  keep our customers
satisfied;  availability  of video-on-demand content; delays or cancellations of
customer  orders;  changes  in  product  demand;  economic  conditions;  various
inventory  risks  due to changes in market conditions; uncertainties relating to
the  development  and ownership of intellectual property; uncertainties relating
to  our ability and the ability of other companies to enforce their intellectual
property  rights;  the  pricing  and  availability  of  equipment, materials and
inventories;  the  concentration of our customers; failure to effectively manage
change;  delays  in  testing and introductions of new products; rapid technology
changes;  system  errors or failures; reliance on a limited number of suppliers;
uncertainties  associated  with  international  business  activities,  including
foreign  regulations,  trade  controls,  taxes,  and  currency fluctuations; the
highly  competitive  environment  in  which  we  operate  and  predatory pricing
pressures;  failure  to effectively service the installed base; the entry of new
well-capitalized  competitors into our markets; the success of new on-demand and
real-time products; the availability of Linux software in light of issues raised
by  SCO  Group,  the  success of our relationship with Alcatel; capital spending
patterns  by  a  limited  customer  base;  the  integration  of  Everstream; and
contractual  obligations  that  could  impact  revenue  recognition.

     Other  important  risk  factors  are discussed in our Annual Report on Form
10-K  for  the  fiscal  year  ended  June  30,  2005.

     Our  forward-looking statements are based on current expectations and speak
only  as of the date of such statements.  We undertake no obligation to publicly
update  or  revise  any forward-looking statement, whether as a result of future
events,  new  information  or  otherwise.


                                       27
<PAGE>
ITEM 3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     We  are  exposed  to market risk from changes in interest rates and foreign
currency  exchange rates.  We are exposed to the impact of interest rate changes
on  our  short-term  cash  investments,  which  are  backed  by  U.S. government
obligations,  and  other investments in respect of institutions with the highest
credit  ratings,  all  of  which have maturities of three months or less.  These
short-term  investments  carry  a degree of interest rate risk.  We believe that
the  impact of a 10% increase or decline in interest rates would not be material
to our investment income.  We are also exposed to fluctuations in interest rates
as  we  seek  debt to sustain our operations.  At December 31, 2005, 100% of our
debt  was  in  fixed-rate  instruments,  as  our  variable rate revolving credit
facility  was unfunded.  We consider the fair value of all financial instruments
not  to  be  materially  different  from  their  carrying  value at quarter end.

     We  conduct  business  in the United States and around the world.  Our most
significant foreign currency transaction exposure relates to the United Kingdom,
those  Western  European  countries  that  use  the  Euro  as a common currency,
Australia,  and  Japan.  We  do not hedge against fluctuations in exchange rates
and  believe  that  a hypothetical 10% upward or downward fluctuation in foreign
currency  exchange  rates  relative to the United States dollar would not have a
material  impact  on  future  earnings,  fair  values,  or  cash  flows.

ITEM 4.  CONTROLS  AND  PROCEDURES

     As  required by Securities and Exchange Commission rules, we have evaluated
the  effectiveness  of  the  design and operation of our disclosure controls and
procedures  as of the end of the period covered by this report.  This evaluation
was  carried  out  under  the  supervision  and  with  the  participation of our
management,  including  our  principal executive officer and principal financial
officer.  Based  on  this  evaluation,  these  officers  have concluded that the
design  and  operation  of our disclosure controls and procedures are effective.
There  were  no  significant  changes  to  our  internal  control over financial
reporting  during the period covered by this report that materially affected, or
are reasonably likely to materially affect, our internal controls over financial
reporting.

     Disclosure  controls  and  procedures are our controls and other procedures
designed  to  ensure  that  information  required  to  be disclosed by us in the
reports  that  we file or submit under the Exchange Act are recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules  and  forms.  Disclosure  controls  and procedures
include,  without  limitation,  controls  and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange  Act  are accumulated and communicated to our management, including our
principal  executive officer and principal financial officer, as appropriate, to
allow  timely  decisions  regarding  required  disclosure.


                                       28
<PAGE>
PART II  OTHER  INFORMATION

ITEM 1.  LEGAL  PROCEEDINGS

      From  time  to  time,  we may be involved in litigation relating to claims
arising  out  of our ordinary course of business.  We are not presently involved
in  any  material  litigation.  Other  matters pending are disclosed in our Form
10-K  for  the  year  ended  June  30,  2005  and  in  Note  14 to the Condensed
Consolidated  Financial  Statements  for the three and six months ended December
31,  2005.

ITEM 2.  UNREGISTERED  SALE  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS

     On  October  11,  2005,  we  issued an aggregate of 8,456,777 shares of our
common  stock  in  connection  with the acquisition of Everstream Holdings, Inc.
The  offer  and  sale  of these securities were effected without registration in
reliance on the exemption afforded by Section 3(a) (10) of the Securities Act of
1933,  as  amended.  The issuance was approved, after a hearing of the terms and
conditions  of  the  transaction,  by the Division of Securities of the State of
Ohio  under authority to grant such approval as expressly authorized by the laws
of  the  State  of  Ohio.

ITEM 4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     Concurrent's Annual Meeting of Stockholders was held on October 18, 2005.
The results of the voting were as follows:

     -    The  following  persons  were  elected as directors to serve until the
          next  annual  meeting  of stockholders: Alex B. Best (56,935,583 votes
          for,  3,055,032  votes  withheld),  Charles Blackmon (54,043,538 votes
          for,  5,947,083  votes withheld), Larry L. Enterline (58,975,842 votes
          for,  1,014,779  votes  withheld),  C. Shelton James (58,749,063 votes
          for,  1,241,558 votes withheld), Steve G. Nussrallah (58,313,479 votes
          for,  1,677,142  votes  withheld), and T. Gary Trimm (59,009,387 votes
          for,  981,234  votes  withheld).

     -    The  selection  by  the  Audit  Committee  of  Deloitte & Touch LLP as
          Concurrent's  independent auditors for the fiscal year ending June 30,
          2006 was ratified (59,621,795 votes for, 293,856 votes against, 74,938
          votes  abstained).

ITEM 6.  EXHIBITS

<TABLE>
<CAPTION>
                                                  EXHIBIT INDEX
                                                  -------------


<S>     <C>
3.1     --Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant's
        Registration Statement on Form S-2 (No. 33-62440)).

3.2     --Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant's
        Quarterly Report on Form 10-Q for the period ended March 31, 2003).

3.3     --Certificate of Correction to Restated Certificate of Incorporation of the Registrant (incorporated by
        reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2002).

3.4     --Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock
        (incorporated by reference to the Form 8-A/A, dated August 9, 2002).

3.5     --Amendment to Amended Certificate of Designations of Series A Participating Cumulative Preferred
        Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002).

4.1     --Form of Common Stock Certificate (incorporated by reference to the Registrant's Quarterly Report on
        Form 10-Q for the period ended March 31, 2003).

4.2     --Form of Rights Certificate (incorporated by reference to the Registrant's Current Report on Form 8-
        K/A filed on August 12, 2002).


                                       29
<PAGE>
4.3     --Amended and Restated Rights Agreement dated as of August 7, 2002 between the Registrant and
        American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to the
        Registrant's Current Report on Form 8-K/A filed on August 12, 2002).

10.1**  --Description of Amendment to Employment Agreements with certain Executive Officers.

11.1*   --Statement Regarding Computation of Per Share Earnings.

31.1**  --Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**  --Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**  --Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**  --Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002.

* Data required by Statement of Financial Accounting Standards No. 128, "Earnings per Share," is provided in
  the Notes to the condensed consolidated financial statements in this report.

** Filed herewith.
</TABLE>


                                       30
<PAGE>
                                   SIGNATURES


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


Date: February 6, 2006              CONCURRENT COMPUTER CORPORATION




                                    By:  /s/ Gregory S. Wilson
                                       --------------------------
                                    Gregory S. Wilson
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                       31
<PAGE>
<TABLE>
<CAPTION>
                                                  EXHIBIT INDEX
                                                  -------------
<S>     <C>
3.1     --Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant's
        Registration Statement on Form S-2 (No. 33-62440)).

3.2     --Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant's
        Quarterly Report on Form 10-Q for the period ended March 31, 2003).

3.3     --Certificate of Correction to Restated Certificate of Incorporation of the Registrant (incorporated by
        reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2002).

3.4     --Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock
        (incorporated by reference to the Form 8-A/A, dated August 9, 2002).

3.5     --Amendment to Amended Certificate of Designations of Series A Participating Cumulative Preferred
        Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002).

4.1     --Form of Common Stock Certificate (incorporated by reference to the Registrant's Quarterly Report on
        Form 10-Q for the period ended March 31, 2003).

4.2     --Form of Rights Certificate (incorporated by reference to the Registrant's Current Report on Form 8-
        K/A filed on August 12, 2002).

4.3     --Amended and Restated Rights Agreement dated as of August 7, 2002 between the Registrant and
        American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to the
        Registrant's Current Report on Form 8-K/A filed on August 12, 2002).

10.1**  --Description of Amendment to Employment Agreements with certain Executive Officers.

11.1*   --Statement Regarding Computation of Per Share Earnings.

31.1**  --Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**  --Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**  --Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**  --Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002.

        * Data required by Statement of Financial Accounting Standards No. 128, "Earnings per Share," is
        provided in the Notes to the condensed consolidated financial statements in this report.
        ** Filed herewith.
</TABLE>


                                       32