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 September 30, 2007





or





o           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  o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act.  (Check one):


Large
      Accelerated Filer   o                            Accelerated
      Filer   x                   Non-Accelerated
      Filer   o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes 
      o    No 
x





Number
      of
      shares of the Registrant's Common Stock, par value $0.01 per share, outstanding
      as of October 29, 2007 was 83,254,000.












**Concurrent
      Computer Corporation**


**Form 10-Q**


**For
      the Three Months Ended September 30, 2007**




**Table
      of Contents**


**Page****Part
                  I – Financial Information****Item 1.**
              **Condensed
                  Consolidated Financial
                  Statements**
              **2****Condensed
                  Consolidated Balance Sheets
                  (Unaudited)**
              **2****Condensed
                  Consolidated Statements of Operations
                  (Unaudited)**
              **3****Condensed
                  Consolidated Statements of Cash Flows
                  (Unaudited)**
              **4****Notes
                  to Condensed Consolidated Financial Statements
                  (Unaudited)**
              **5****Item 2.**
              **Management’s
                  Discussion and Analysis of Financial Condition
                  and Results of Operations**
              **14****Item 3.**
              **Quantitative
                  and Qualitative Disclosures About Market
                  Risk**
              **21****Item 4.**
              **Controls
                  and Procedures**
              **21****Part
                  II – Other Information****Item 1.**
              **Legal
                  Proceedings**
              **21****Item 6.**
              **Exhibits**
              **22**EX-31.1
                  SECTION 302 CERTIFICATION OF CEOEX-31.2
                  SECTION 302 CERTIFICATION OF CFOEX-32.1
                  SECTION 906 CERTIFICATION OF CEOEX-32.2
                  SECTION 906 CERTIFICATION OF CFO




1
 *Table
          of Contents*




**Part
      I                      Financial
      Information**





**Item
      1.                    Condensed
      Consolidated Financial Statements**





**Concurrent
      ComputerCorporation**


**Condensed
      Consolidated Balance Sheets**


**(Dollars
      in thousands)**





**September
                30,**
            
            
            **June
                30,****2007**
            
            
            **2007****(Unaudited)****ASSETS**Current
                assets:Cash
                and cash equivalents
            
            $
            26,085
            
            
            $
            20,416Accounts
                receivable, less allowance for doubtful accounts of $93 at September
                30,
                2007 and $96 at June 30, 2007
            
            
            15,674
            
            
            
            20,987Inventories,
                net
            
            
            3,271
            
            
            
            3,457Prepaid
                expenses and other current assets
            
            
            1,255
            
            
            
            934Total
                current assets
            
            
            46,285
            
            
            
            45,794Property,
                plant and equipment, net
            
            
            3,730
            
            
            
            4,303Intangible
                - purchased technology, net
            
            
            4,767
            
            
            
            4,996Intangible
                - customer relationships and trademark, net
            
            
            2,660
            
            
            
            2,703Goodwill
            
            
            15,560
            
            
            
            15,560Other
                long-term assets, net
            
            
            764
            
            
            
            777Total
                assets
            
            $
            73,766
            
            
            $
            74,133**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                liabilities:Accounts
                payable and accrued expenses
            
            $
            12,506
            
            
            $
            15,566Deferred
                revenue
            
            
            8,656
            
            
            
            7,996Total
                current liabilities
            
            
            21,162
            
            
            
            23,562Long-term
                liabilities:Deferred
                revenue
            
            
            1,081
            
            
            
            1,053Revolving
                bank line of credit
            
            
            686
            
            
            
            1,077Pension
                liability
            
            
            1,275
            
            
            
            1,190Other
            
            
            1,053
            
            
            
            656Total
                liabilities
            
            
            25,257
            
            
            
            27,538Commitments
                and contingencies (Note 14)Stockholders'
                equity:Shares
                of common stock, par value $.01; 100,000,000 authorized; 82,950,346
                and
                82,940,528 issued and outstanding at September 30, 2007 and June
                30, 2007,
                respectively
            
            
            830
            
            
            
            829Capital
                in excess of par value
            
            
            202,978
            
            
            
            202,819Accumulated
                deficit
            
            
            (156,303
            )
            
            
            (157,971
            )Treasury
                stock, at cost; 17,349 shares and 1,845 at September 30, 2007 and
                June 30,
                2007, respectively
            
            
            (31
            )
            
            
            (3
            )Accumulated
                other comprehensive income
            
            
            1,035
            
            
            
            921Total
                stockholders' equity
            
            
            48,509
            
            
            
            46,595Total
                liabilities and stockholders' equity
            
            $
            73,766
            
            
            $
            74,133





The
      accompanying notes are an integral part of the condensed consolidated financial
      statements.




2
 *Table
          of Contents*




**Concurrent
      ComputerCorporation**


**Condensed
      Consolidated Statements of Operations (Unaudited)**


**(In
      thousands, except per share amounts)**




**Three
                  Months Ended****September
                  30,****2007**
              
              
              **2006**Revenues:Product
              
              $
              9,768
              
              
              $
              9,332Service
              
              
              6,487
              
              
              
              5,449Total
                  revenues
              
              
              16,255
              
              
              
              14,781Cost
                  of sales:Product
              
              
              5,053
              
              
              
              5,188Service
              
              
              2,647
              
              
              
              2,639Total
                  cost of sales
              
              
              7,700
              
              
              
              7,827Gross
                  margin
              
              
              8,555
              
              
              
              6,954Operating
                  expenses:Sales
                  and marketing
              
              
              3,793
              
              
              
              4,313Research
                  and development
              
              
              4,212
              
              
              
              4,652General
                  and administrative
              
              
              2,347
              
              
              
              2,743Total
                  operating expenses
              
              
              10,352
              
              
              
              11,708Operating
                  loss
              
              
              (1,797
              )
              
              
              (4,754
              )Gain
                  on arbitration settlement, net
              
              
              1,900
              
              
              
              -Recovery
                  of minority investment, net
              
              
              1,415
              
              
              
              -Interest
                  income
              
              
              225
              
              
              
              109Interest
                  expense
              
              
              (36
              )
              
              
              (74
              )Other
                  income
              
              
              91
              
              
              
              85Income
                  (loss) before income taxes
              
              
              1,798
              
              
              
              (4,634
              )Provision
                  for income taxes
              
              
              54
              
              
              
              218Net
                  income (loss)
              
              $
              1,744
              
              
              $
              (4,852
              )Net
                  income (loss) per shareBasic
              
              $
              0.02
              
              
              $
              (0.07
              )Diluted
              
              $
              0.02
              
              
              $
              (0.07
              )
 
 The
        accompanying notes are an integral part of the condensed consolidated financial
        statements.
  3
 *Table
            of Contents*
  **Concurrent
        Computer Corporation**
 **Condensed
        Consolidated Statements of Cash Flows (Unaudited)**
 **(Dollars
        in thousands)**
 
 
 **Three
                  Months Ended****September
                  30,****2007**
              
              
              **2006****OPERATING
                  ACTIVITIES**Net
                  income (loss)
              
              $
              1,744
              
              
              $
              (4,852
              )Adjustments
                  to reconcile net income (loss) to net cash provided by (used in)
                  operating
                  activities:Depreciation
                  and amortization
              
              
              1,165
              
              
              
              1,338Share-based
                  compensation
              
              
              161
              
              
              
              173Recovery
                  of minority investment, net
              
              
              (1,415
              )
              
              
              -Other
                  non-cash expenses
              
              
              (63
              )
              
              
              (75
              )Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              5,313
              
              
              
              821Inventories
              
              
              142
              
              
              
              (15
              )Prepaid
                  expenses and other current assets
              
              
              (321
              )
              
              
              (496
              )Other
                  long-term assets
              
              
              13
              
              
              
              147Accounts
                  payable and accrued expenses
              
              
              (3,060
              )
              
              
              20Deferred
                  revenue
              
              
              688
              
              
              
              (785
              )Other
                  long-term liabilities
              
              
              381
              
              
              
              (8
              )Total
                  adjustments to net income (loss)
              
              
              3,004
              
              
              
              1,120Net
                  cash provided by (used in) operating activities
              
              
              4,748
              
              
              
              (3,732
              )**INVESTING
                  ACTIVITIES**Capital
                  expenditures
              
              
              (271
              )
              
              
              (584
              )Recovery
                  of minority investment, net
              
              
              1,415
              
              
              
              -Net
                  cash provided by (used in) investing activities
              
              
              1,144
              
              
              
              (584
              )**FINANCING
                  ACTIVITIES**Repayment
                  of note payable to bank
              
              
              (391
              )
              
              
              (250
              )Proceeds
                  from short-term note payable
              
              
              -
              
              
              
              690Repayment
                  of short term note payable
              
              
              -
              
              
              
              (203
              )Sale
                  (purchase) of treasury stock
              
              
              (29
              )
              
              
              10Proceeds
                  from sale and issuance of common stock
              
              
              -
              
              
              
              3Net
                  cash provided by (used in) financing activities
              
              
              (420
              )
              
              
              250Effect
                  of exchange rates on cash and cash equivalents
              
              
              197
              
              
              
              (15
              )Increase
                  (decrease) in cash and cash equivalents
              
              
              5,669
              
              
              
              (4,081
              )Cash
                  and cash equivalents at beginning of period
              
              
              20,416
              
              
              
              14,423Cash
                  and cash equivalents at end of period
              
              $
              26,085
              
              
              $
              10,342Cash
                  paid during the period for:Interest
              
              $
              16
              
              
              $
              58Income
                  taxes (net of refunds)
              
              $
              52
              
              
              $
              96


The
      accompanying notes are an integral part of the condensed consolidated financial
      statements




4
 *Table
          of Contents*




**Concurrent
      Computer Corporation**


**Notes
      to Condensed Consolidated Financial Statements**




**1.           Overview
      of Business and Basis of Presentation**





Concurrent
      Computer Corporation (“Concurrent”) is a 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 that provide monitoring and operations management for on-demand TV
      and
      integration services, primarily to residential broadband 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 a
      wide
      range of applications that benefit from guaranteed, instantaneous response
      and
      repeatability.





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 Concurrent’s Annual Report on Form 10-K for the year ended June 30,
      2007.  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, 2007, except as disclosed under the caption, *Income
      Taxes*, below.  The results reported in these condensed
      consolidated 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.





*Income
      Taxes*





In
      June,
      2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
      No. 48,*Accounting for Uncertainty in Income Taxes*, an
      interpretation of FAS 109, *Accounting for Income Taxes*(“FIN 48”), to
      create a single model to address accounting for uncertainty in tax
      positions.  FIN 48 clarifies the accounting for income taxes, by
      prescribing a minimum recognition threshold that a tax position is required
      to
      meet before being recognized in the financial
      statements.  Additionally, FIN 48 provides guidance on the
      derecognition, measurement, classification, interest and penalties, accounting
      in interim periods and disclosure requirements for uncertain tax
      positions.  FIN 48 is effective for fiscal years beginning after
      December 15, 2006.  Concurrent adopted FIN 48 as of July 1, 2007, as
      required.  As of July 1, 2007, Concurrent did not recognize an
      increase or decrease in the liability for unrecognized tax benefits, but did
      recognize an additional $76,000 of accrued interest and penalties related to
      previously recorded liabilities for unrecognized tax benefits.  The
      interest and penalties recognized upon adoption of FIN 48 were accounted for
      as
      a reduction to Concurrent’s Accumulated Deficit as of July 1,
      2007.  At July 1, 2007, the total liability for uncertain
      tax benefits recorded in our balance sheet in Other Long-term Liabilities,
      including interest and penalties, was approximately $356,000.  Of this
      amount, approximately $76,000, if recognized, would be included in Concurrent’s
      statement of operations and have an impact on Concurrent’s effective tax
      rate.  Upon adoption of FIN 48, Concurrent has elected to recognize
      interest and penalties accrued for unrecognized tax benefits in income tax
      expense.  As of the date of adoption of FIN 48, Concurrent had accrued
      approximately $213,000 for the payment of interest and penalties.




5
 *Table
          of Contents*




**Concurrent
        Computer Corporation**
 **Notes
        to Condensed Consolidated Financial Statements
        (Continued)**




Concurrent
      and its subsidiaries file income tax returns in the U.S. federal jurisdiction,
      and various states and foreign jurisdictions.  With few exceptions,
      Concurrent is no longer subject to U.S. federal, state and local, or non-U.S.
      income tax examinations by tax authorities for fiscal years before
      1992.  Concurrent does not believe that the amount of uncertain tax
      positions will change by a significant amount within the next 12
      months.  In the event of subsequent recognition, the entire amount
      recognized would impact the effective tax rate.  Concurrent does not
      expect this change to have a significant impact on the results of operations
      or
      financial position of the Company.  For the three months ended September
      30, 2007 there were no material changes in accrued interest or penalties
      associated with unrecognized tax benefits from the date of
      adoption.





*Recently
      Issued Accounting Pronouncements*





In
      February 2007, the FASB issued Statement of Financial Accounting Standards
      No.
      (“SFAS”) 159, "The Fair Value Option for Financial Assets and Liabilities"
      (“SFAS 159”).  SFAS 159 permits entities to choose to measure
      many financial instruments and certain insurance and warranty contracts at
      fair
      value on a contract-by-contract basis. If the fair value option is elected,
      unrealized gains and losses will be recognized in earnings at each subsequent
      reporting date. SFAS 159 is effective for fiscal years beginning after
      November 15, 2007. Concurrent is currently evaluating the impact of adopting
      SFAS 159 but does not expect the adoption to have a material impact on its
      condensed consolidated financial statements.





**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 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.





6
 *Table
          of Contents*


**Concurrent
        Computer Corporation**
 **Notes
        to Condensed Consolidated Financial Statements
        (Continued)**




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 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 per
      share is computed by dividing net income 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 9,491,000 and 7,815,000 for the
      three months ended September 30, 2007 and 2006, respectively, were excluded
      from
      the calculation as their effect was antidilutive.  The following 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):





**Three
                  Months Ended September 30,****2007**
              
              
              **2006**Basic
                  and diluted earnings per share (EPS) calculation:Net
                  income (loss)
              
              $
              1,744
              
              
              $
              (4,852
              )Basic
                  weighted average number of shares outstanding
              
              
              82,926
              
              
              
              71,535Effect
                  of dilutive securities:Restricted
                  stock
              
              
              151
              
              
              
              -Employee
                  stock options
              
              
              29
              
              
              
              -Shares
                  issued upon assumed exercise of warrants
              
              
              -
              
              
              
              -Diluted
                  weighted average number of shares outstanding
              
              
              83,106
              
              
              
              71,535Basic
                  EPS
              
              $
              0.02
              
              
              $
              (0.07
              )Diluted
                  EPS
              
              $
              0.02
              
              
              $
              (0.07
              )




7
 *Table
          of Contents*




**Concurrent
        Computer Corporation**
 **Notes
        to Condensed Consolidated Financial Statements (Continued)**


**4.           Share-Based
      Compensation**





At
      September 30, 2007, Concurrent had share-based employee compensation plans
      which
      are described in Note 12 of the consolidated financial statements included
      in
      Concurrent’s Annual Report on Form 10-K for the year
      ended June 30, 2007.  Option awards are granted with an exercise price
      equal to the market price of Concurrent’s stock at the date of
      grant.  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.





Concurrent
      uses the Black-Scholes valuation model to estimate the fair value of each option
      award on the date of grant.  During the three months ended September
      30, 2007, Concurrent granted 1,574,000 stock options with four year
      vesting.  The weighted-average grant-date fair value of the options
      granted under the stock option plans during this period was
      $0.96.  The weighted-average assumptions used were: expected dividend
      yield of 0.0%; risk-free interest rate of 4.3%; expected life of 6 years; and
      an
      expected volatility of 75.8%.




Based
      on
      historical experience of option pre-vesting cancellations, Concurrent has
      assumed an annualized forfeiture rate of 8.5% for unvested options for the
      three
      months ended September 30, 2007.  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.





Concurrent
      recorded share-based compensation related to issuance of stock options and
      restricted stock to employees and directors, as follows (amounts in thousands
      of
      dollars):




**Three
                  Months Ended****September
                  30,****2007**
              
              
              **2006**Share-based
                  compensation expense included in the Statement
                  of Operations:Cost
                  of sales
              
              $
              (3
              )
              
              $
              7Sales
                  and marketing
              
              
              32
              
              
              
              22Research
                  and development
              
              
              14
              
              
              
              64General
                  and administrative
              
              
              118
              
              
              
              80Total
              
              
              161
              
              
              
              173Tax
                  benefit
              
              
              -
              
              
              
              -Share-based
                  compensation expense, net of taxes
              
              $
              161
              
              
              $
              173Increase
                  in basic income (loss) per share
              
              $
              0.00
              
              
              $
              0.00Increase
                  in diluted income (loss) per share
              
              $
              0.00
              
              
              $
              0.00




**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):





**September
                30,**
            
            
            **June
                30,****2007**
            
            
            **2006**Raw
                materials, net
            
            $
            1,972
            
            
            $
            2,054Work-in-process
            
            
            884
            
            
            
            935Finished
                goods
            
            
            415
            
            
            
            468$
            3,271
            
            
            $
            3,457





At
      September 30, 2007 and June 30, 2007, 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 $2,016,000 at September 30, 2007 and $1,976,000
      at June 30, 2007, to reduce the value of the inventory to its estimated net
      realizable value.




8
 *Table
          of Contents*


**Concurrent
        Computer Corporation**
 **Notes
        to Condensed Consolidated Financial Statements (Continued)**


**6.           Goodwill
      and Other Intangible Assets**





Goodwill
      was $15,560,000 as of both
      September 30, 2007 and June 30, 2007.  Concurrent does not measure
      assets on a segment basis, and therefore, does not allocate goodwill on a
      segment basis.  In accordance with SFAS 142, Concurrent tests goodwill
      and trademark for impairment, at least annually.  Concurrent’s annual
      goodwill and trademark impairment testing date is July 1.  There has
      not been any impairment charge as a result of the most recent assessment as
      of
      July 1, 2007.





Other
      intangible assets consist of the
      following (in thousands):





**September
                30****,**
            
            
            **June
                30,****2007**
            
            
            **2007**Cost
                of amortizable intangibles:Purchased
                technology
            
            $
            7,700
            
            
            $
            7,700Customer
                relationships
            
            
            1,900
            
            
            
            1,900Total
                cost of intangibles
            
            
            9,600
            
            
            
            9,600Less
                accumulated amortization:Purchased
                technology
            
            
            (2,933
            )
            
            
            (2,704
            )Customer
                relationships
            
            
            (340
            )
            
            
            (297
            )Total
                accumulated amortization
            
            
            (3,273
            )
            
            
            (3,001
            )Trademark
            
            
            1,100
            
            
            
            1,100Total
                intangible assets, net
            
            $
            7,427
            
            
            $
            7,699





Amortization
      expense was $272,000 for each of the three months
      ended September 30, 2007 and 2006, respectively.





**7.           Accounts
      Payable and Accrued Expenses**





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





**September
                30,**
            
            
            **June
                30,****2007**
            
            
            **2007**Accounts
                payable, trade
            
            $
            6,163
            
            
            $
            7,955Accrued
                payroll, vacation, severance and other employee expenses
            
            
            4,206
            
            
            
            4,679Warranty
                accrual
            
            
            298
            
            
            
            343Other
                accrued expenses
            
            
            1,839
            
            
            
            2,589$
            12,506
            
            
            $
            15,566





Concurrent’s
      estimate of warranty obligations is based on historical experience and
      expectation of future conditions.  The changes in the warranty accrual
      during the three months ended September 30, 2007 were as follows (in
      thousands):





Balance
                at June 30, 2007
            
            $
            343Charged
                to costs and expenses, net
            
            
            29Deductions
            
            
            (74
            )Balance
                at September 30, 2007
            
            $
            298




9
 *Table
          of Contents*




**Concurrent
        Computer Corporation**
 **Notes
        to Condensed Consolidated Financial Statements (Continued)**


**8.           Comprehensive
      Income (Loss)**





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





**Three
                Months Ended****September
                30,****2007**
            
            
            **2006**Net
                income (loss)
            
            $
            1,744
            
            
            $
            (4,852
            )Other
                comprehensive income (loss):Foreign
                currency translation gain (loss)
            
            
            133
            
            
            
            (52
            )Amortization
                of pension gain and transition amount
            
            
            (19
            )
            
            
            -Total
                comprehensive income (loss)
            
            $
            1,858
            
            
            $
            (4,904
            )





**9.           Recovery
      of Investment in Minority Investment**





In
      March
      2002, Concurrent purchased a 14.4% equity ownership interest in Thirdspace
      Living Limited (“Thirdspace”) for $7,000,000 and loaned Thirdspace $6,000,000 in
      exchange for two $3,000,000 long-term notes receivable.  In fiscal
      year 2003, Concurrent recorded a $13,000,000 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, in fiscal year 2004, Concurrent received $3,100,000 in proceeds that
      were recorded in the line item “Recovery of minority investment,” within
      Concurrent’s Statement of Operations.




Thirdspace’s
      only significant remaining asset subsequent to the aforementioned transactions
      was a right to 40% of amounts recovered by nCube Corporation, now part of C-COR,
      Incorporated (“C-COR”), if any, from the lawsuit brought by C-COR 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 C-COR.  Until the three months
      ended September 30, 2007, the likelihood of collecting this asset, and the
      amount and timing of such collection was uncertain and, as a result, Concurrent
      had not recorded the gain contingency.




On
      September 28, 2007, C-COR, Alcatel and Concurrent agreed upon the terms of
      distributing this asset.  Net proceeds from the settlement, including
      $85,000 of liquidation fees, were $1,415,000.  Consistent with
      previous recoveries of the impaired Thirdspace investment, Concurrent recorded
      the $1,415,000 as a “Recovery of minority investment, net” within its condensed
      consolidated Statements of Operations during the three months ended September
      30, 2007.  Concurrent does not anticipate further cash proceeds
      related to the liquidation of Thirdspace’s remaining assets.





**10.           Arbitration
      Settlement**





In
      August
      2007, Concurrent reached an agreement with Vicor, Inc. (“Vicor”), a supplier of
      Concurrent’s, to settle the claims in the pending arbitration between the two
      parties, in exchange for a full release.  In the arbitration, Concurrent
      alleged that in 2002 and 2003 Concurrent experienced high failure rates in
      its
      MediaHawk 2000 and 3000 series on-demand servers as a result of defective power
      converters manufactured by Vicor.  Concurrent asserted claims for breach of
      contract and fraud.  Concurrent’s alleged damages consisted of material and
      labor costs associated with the replacement of the defective parts, internal
      engineering costs, loss of market share, and attorney fees, as well as exemplary
      damages.  Concurrent settled for approximately $2,350,000, from which
      approximately $450,000 of attorney fees was deducted and Concurrent received
      $1,900,000 in net proceeds in the three months ended September 30, 2007.
      Concurrent recorded the $1,900,000 net proceeds as a “Gain on arbitration
      settlement, net” within its condensed consolidated Statements of Operations
      during the three months ended September 30, 2007.




10
 *Table
          of Contents*




**Concurrent
        Computer Corporation**
 **Notes
        to Condensed Consolidated Financial Statements (Continued)**


**11.           Concentration
      of Credit Risk, Segment, and Geographic Information**





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 its condensed consolidated
      Statements of Operations.  Concurrent does not identify assets on a
      segment basis.





Concurrent
      attributes revenues to individual countries and geographic areas based upon
      location of its selling operating subsidiaries.  A summary of
      Concurrent’s financial data by geographic area follows (dollars in
      thousands):





**Three
                Months Ended****September
                30,****2007**
            
            
            **2006**United
                States
            
            $
            13,323
            
            
            $
            10,413Japan
            
            
            1,289
            
            
            
            1,828Other
                Asia Pacific countries
            
            
            437
            
            
            
            453Asia
                Pacific
            
            
            1,726
            
            
            
            2,281United
                Kingdom
            
            
            3
            
            
            
            623Other
                European countries
            
            
            1,203
            
            
            
            1,464Europe
            
            
            1,206
            
            
            
            2,087Total
                revenue
            
            $
            16,255
            
            
            $
            14,781





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




**Three
                  Months Ended****September
                  30,****2007**
              
              **2006**Customer
                  A
              22%
              
              <10%Customer
                  B
              12%
              
              <10%Customer
                  C
              <10%
              
              19%Customer
                  D
              <10%
              
              10%


Concurrent
      assesses credit risk through ongoing credit evaluations of customers’ financial
      condition and collateral is generally not required.  At September 30,
      2007, one customer accounted for $3,731,000 or 24% of trade receivables, and
      a
      second customer accounted for $2,408,000 or 15% of trade
      receivables.  At June 30, 2007, one customer accounted for $9,190,000
      or 44% of trade receivables**.**No other customers
      accounted for 10% or more of trade receivables as of September 30, 2007 or
      June
      30, 2007.





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 September 30, 2007, purchases from
      each of three suppliers were equal to, or in excess of 10% of Concurrent’s total
      purchases.  These three suppliers accounted for 27%, 20% and 11% of
      Concurrent’s purchases during the three months ended September 30,
      2007.  Also, for the three months ended September 30, 2006, purchases
      from two suppliers were equal to, or in excess of 10% of Concurrent’s total
      purchases.  These two suppliers accounted for 31% and 10% of
      Concurrent’s purchases during the three months ended September 30,
      2006.




11
 *Table
          of Contents*




**Concurrent
        Computer Corporation**
 **Notes
        to Condensed Consolidated Financial Statements
        (Continued)**




**12.           Term
      Loan and Revolving Credit Facility**





As
      of
      September 30, 2007, Concurrent was a party to an Amended and Restated Loan
      and
      Security Agreement (the “Credit Agreement”) with Silicon Valley Bank that
      is secured by substantially all of the assets of Concurrent.The outstanding
      principal amount plus all accrued but unpaid interest is payable in full at
      the
      expiration of the Credit Agreement on December 22, 2008.  The Credit
      Agreement provides for a $10,000,000 revolving credit line (the “Revolver”) with
      a borrowing base dependent upon Concurrent’s outstanding North American accounts
      receivable.  Concurrent had $686,000 and $1,077,000 outstanding under
      the Revolver as of September 30, 2007 and June 30, 2007,
      respectively.  During the three months ended September 30, 2007,
      Concurrent repaid $391,000 of the outstanding balance. Based on the borrowing
      formula and Concurrent’s financial position as of September 30, 2007,
      $10,000,000 was available to Concurrent under the Revolver, resulting in
      approximately $9,314,000 of remaining available funds under the
      Revolver.





Interest
      on any outstanding amounts under the Revolver is payable monthly at the prime
      rate (7.75% at September 30, 2007) plus 0.50% per annum.





In
      addition, the Credit Agreement contains certain financial covenants, including
      a
      required adjusted quick ratio (the ratio of cash and accounts receivable to
      current liabilities and outstanding bank debt (less the current portion of
      deferred revenue)) of at least 1.25 to 1.00 and a minimum tangible net worth
      of
      at least $15,172,000.  The Credit Agreement also contains customary
      restrictive covenants concerning Concurrent's operations.  As of
      September 30, 2007, Concurrent’s adjusted quick ratio was 3.17 to 1.00 and its
      tangible net worth (defined as total assets (less goodwill and other
      intangibles) minus total liabilities) was approximately
      $25,133,000.  Concurrent was in compliance with all applicable
      covenants as of September 30, 2007.





**13.           Retirement
      Plans**





The
      following table provides a detail of the components of net periodic benefit
      cost
      for the three months ended September 30, 2007 and 2006 (in
      thousands):





**Three
                Months Ended****September
                30,****2007**
            
            
            **2006**Service
                cost
            
            $
            6
            
            
            $
            8Interest
                cost
            
            
            50
            
            
            
            56Expected
                return on plan assets
            
            
            (32
            )
            
            
            (22
            )Amortization
                of net (gain) loss
            
            
            (28
            )
            
            
            -Amortization
                of transition amount
            
            
            9
            
            
            
            8Net
                periodic benefit cost
            
            $
            5
            
            
            $
            50





Concurrent
      contributed $15,000 to its German subsidiary’s defined benefit plan during the
      three months ended September 30, 2007, and expects to make similar contributions
      during the remaining quarters of fiscal 2008.  Concurrent contributed
      $17,000 to its German subsidiary’s defined benefit plan during the three months
      ended September 30, 2006.





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 September 30, 2007 and
      2006, Concurrent contributed $137,000 and $84,000 to this plan,
      respectively.





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 two years, contingent upon their continued employment with
      Concurrent.  During the three months ended September 30, 2007 and
      2006, Concurrent contributed $120,000 and $187,000 to the Stakeholder Plan,
      respectively.




12
 *Table
          of Contents*




**Concurrent
        Computer Corporation**
 **Notes
        to Condensed Consolidated Financial Statements (Continued)**


**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 Concurrent’s results of operations or
      financial condition.





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 products.  Concurrent received
      similar notice from some of its on-demand customers regarding a lawsuit brought
      by U.S.A. Video Inc. (U.S. District Court, Eastern District of Texas, Marshall
      Division) alleging infringement of U.S Patent No. 5,130,792.  Some of
      these customers have requested indemnification under their customer agreements.
      Concurrent continues to review its potential obligations under its
      indemnification agreements with these customers, in view of the claims by Acacia
      and U.S.A. Video, and the indemnity obligations to these customers from other
      vendors that also provided systems and services to these
      customers.  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.  To date, Concurrent has not
      encountered material costs as a result of such obligations and has not accrued
      any material liabilities related to such indemnifications in the financial
      statements under FIN No. 45, “Guarantors Accounting and Disclosure Requirements
      for Guarantees, Including Indirect Guarantees of Indebtedness of
      Others.”  The maximum potential amount of future payments that
      Concurrent could be required to make is unlimited.





Pursuant
      to the terms of the employment agreements with the executive officers of
      Concurrent, employment may be terminated by either Concurrent or the respective
      executive officer at any time.  In the event the executive officer
      voluntarily resigns (except as described below) or is terminated for cause,
      compensation under the employment agreement will end.  In the event an
      agreement is terminated directly by Concurrent without cause or in certain
      circumstances constructively by Concurrent, the terminated employee will receive
      severance compensation for a period from 6 to 12 months, depending on the
      officer, in an annualized amount equal to the respective employee's base salary
      then in effect.  At September 30, 2007, the maximum contingent
      liability under these agreements is approximately
      $1,600,000.  Concurrent’s employment agreements with certain of its
      officers contain certain offset provisions, as defined in their respective
      agreements.




13
 *Table
          of Contents*





**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
      fiscal year 2007, we took steps to reduce our operating expenses and our cost
      of
      goods and services by reducing our worldwide headcount by approximately 13%
      through terminations and employee attrition.  We will continue to
      monitor our operating expenses in relation to our business plan, and further
      employee reductions may be necessary.





Our
      on-demand product line has experienced pricing pressure by some substantially
      larger companies such as Cisco and Motorola.  The on-demand market has
      a limited number of customers, a number of well-financed competitors, and
      requires significant research and development expenditures.  As a
      result, competition is significant within the on-demand business.  Our
      business plan assumes greater demand from our customers that we believe could
      materialize in fiscal year 2008.  In addition, we believe we are
      better positioned with new products than in previous
      periods.  Further, our Everstream subsidiary is continuing to gain
      subscribers and introduce new and innovative software products that address
      the
      traditional on-demand market as well as new markets such as satellite, audience
      measurement, targeted advertising, and IPTV.  We cannot assure the
      success of any of these initiatives.





We
      have
      commenced a process to better achieve value out of our targeted advertising
      patent portfolio.  We are in the midst of this process and believe
      that it may have a positive impact on our business and/or balance
      sheet.  However, we cannot assure the timing or success of this
      initiative.





Our
      real-time software initiatives have not come to fruition as quickly as
      expected.  Sales of our software-only real-time operating system to
      financial customers have been less successful and slower to finalize than
      anticipated.  Further, our relationship with Novell has not generated
      the revenue that we expected.  We are taking steps to independently
      achieve success in this market, while continuing to work with Novell, but we
      cannot assure the success of any of these initiatives.





Furthermore,
      we believe we are executing our business plan and expense reduction initiatives
      to achieve profitability.  We will continue to review and realign our
      cost structure as needed.   If we are not able to successfully
      execute our business plans to achieve profitability or execute other strategic
      alternatives, we may experience a significant deterioration of our liquidity
      position.   In addition, unless and until our revenue increases
      and stabilizes, we will use cash from operating activities on an annual
      basis.





Other
      trends in our business are
      detailed in our Annual Report on Form 10-K for the year ended June 30, 2007
      filed with the Securities and Exchange Commission (“SEC”) on August 31,
      2007.





**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 Annual Report on Form 10-K for the year ended June
      30, 2007 filed with the SEC on August 31, 2007.




14
 *Table
          of Contents*




**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.




**Three
                  Months Ended****September
                  30,****2007**
              
              
              **2006**Revenues:
              
              (Unaudited)Product
              
              
              60.1
              %
              
              
              63.1
              %Service
              
              
              39.9
              
              
              
              36.9Total
                  revenues
              
              
              100.0
              
              
              
              100.0Cost
                  of sales (% of respective sales category):Product
              
              
              51.7
              
              
              
              55.6Service
              
              
              40.8
              
              
              
              48.4Total
                  cost of sales
              
              
              47.4
              
              
              
              53.0Gross
                  margin
              
              
              52.6
              
              
              
              47.0Operating
                  expenses:Sales
                  and marketing
              
              
              23.3
              
              
              
              29.2Research
                  and development
              
              
              25.9
              
              
              
              31.5General
                  and administrative
              
              
              14.5
              
              
              
              18.5Total
                  operating expenses
              
              
              63.7
              
              
              
              79.2Operating
                  loss
              
              
              (11.1
              )
              
              
              (32.2
              )Gain
                  on arbitration settlement, net
              
              
              11.7
              
              
              
              -Recovery
                  of minority investment, net
              
              
              8.7
              
              
              
              -Interest
                  income, net
              
              
              1.2
              
              
              
              0.2Other
                  income (expense), net
              
              
              0.6
              
              
              
              0.6Income
                  (loss) before income taxes
              
              
              11.1
              
              
              
              (31.4
              )Provision
                  for income taxes
              
              
              0.4
              
              
              
              1.4Net
                  income (loss)
              
              
              10.7
              %
              
              
              (32.8
              %)


15
 *Table
            of Contents*




**Results
      of Operations**





***The
      three months ended September 30, 2007 compared to the three months ended
      September 30, 2006***





**Three
                  Months Ended****September
                  30,****$**
              ****
              ****
              **%****(Dollars
                  in Thousands)**
              
              **2007**
              
              
              **2006**
              
              
              **Change**
              
              
              **Change**Product
                  revenues
              
              $
              9,768
              
              
              $
              9,332
              
              
              $
              436
              
              
              
              4.7
              %Service
                  revenues
              
              
              6,487
              
              
              
              5,449
              
              
              
              1,038
              
              
              
              19.0
              %Total
                  revenues
              
              
              16,255
              
              
              
              14,781
              
              
              
              1,474
              
              
              
              10.0
              %Product
                  cost of sales
              
              
              5,053
              
              
              
              5,188
              
              
              
              (135
              )
              
              
              (2.6
              %)Service
                  cost of sales
              
              
              2,647
              
              
              
              2,639
              
              
              
              8
              
              
              
              0.3
              %Total
                  cost of sales
              
              
              7,700
              
              
              
              7,827
              
              
              
              (127
              )
              
              
              (1.6
              %)Product
                  gross margin
              
              
              4,715
              
              
              
              4,144
              
              
              
              571
              
              
              
              13.8
              %Service
                  gross margin
              
              
              3,840
              
              
              
              2,810
              
              
              
              1,030
              
              
              
              36.7
              %Total
                  gross margin
              
              
              8,555
              
              
              
              6,954
              
              
              
              1,601
              
              
              
              23.0
              %Operating
                  expenses:Sales
                  and marketing
              
              
              3,793
              
              
              
              4,313
              
              
              
              (520
              )
              
              
              (12.1
              %)Research
                  and development
              
              
              4,212
              
              
              
              4,652
              
              
              
              (440
              )
              
              
              (9.5
              %)General
                  and administrative
              
              
              2,347
              
              
              
              2,743
              
              
              
              (396
              )
              
              
              (14.4
              %)Total
                  operating expenses
              
              
              10,352
              
              
              
              11,708
              
              
              
              (1,356
              )
              
              
              (11.6
              %)Operating
                  loss
              
              
              (1,797
              )
              
              
              (4,754
              )
              
              
              2,957
              
              
              
              (62.2
              %)Gain
                  on arbitration settlement, net
              
              
              1,900
              
              
              
              -
              
              
              
              1,900
              
              
              NM
              
              (1
              )Recovery
                  of minority investment, net
              
              
              1,415
              
              
              
              -
              
              
              
              1,415
              
              
              NM
              
              (1
              )Interest
                  income, net
              
              
              189
              
              
              
              35
              
              
              
              154
              
              
              
              440.0
              %Other
                  expense, net
              
              
              91
              
              
              
              85
              
              
              
              6
              
              
              
              7.1
              %Income
                  (loss) before income taxes
              
              
              1,798
              
              
              
              (4,634
              )
              
              
              6,432
              
              
              NM
              
              (1
              )Provision
                  for income taxes
              
              
              54
              
              
              
              218
              
              
              
              (164
              )
              
              
              (75.2
              %)Net
                  income (loss)
              
              $
              1,744
              
              
              $
              (4,852
              )
              
              $
              6,596
              
              
              NM
              
              (1
              )


(1)
        NM
        denotes not meaningful


*Product
      Sales*.  Total product sales for the three months ended September
      30, 2007 were $9.8 million, an increase of approximately $0.4 million, or 4.7%,
      from $9.3 million for the three months ended September 30, 2006.  The
      increase in product sales resulted from the $1.2 million, or 23.8%, increase
      in
      on-demand product sales to $6.3 million in the three months ended September
      30,
      2007, from $5.1 million in the three months ended September 30,
      2006.  The increase in on-demand product revenue was primarily
      generated by sales to existing North American multiple service operators that
      are upgrading to our latest generation on-demand system, and also due to
      on-demand system and storage expansion at existing North American customer
      sites.  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 increase in on-demand product sales, real-time product sales
      decreased approximately $0.8 million, or 18.3%, to $3.5 million in the three
      months ended September 30, 2007 from $4.2 million in the three months ended
      September 30, 2006.  This decrease was due to several prior year
      customer orders
      for our traditional real-time products in both Europe and Asia that did not
      recur in the three months ended September 30, 2007.




16
 *Table
          of Contents*




*Service
      Revenue.*Total service revenue for the three months ended
      September 30, 2007 was $6.5 million, an increase of approximately $1.0 million,
      or 19.0%, from $5.5 million for the three months ended September 30,
      2006.  Service revenue associated with on-demand products increased
      $0.7 million, or 25.0%, due to installation, during the three months ended
      September 30, 2007, of on-demand systems shipped in the current quarter and
      prior fiscal year, and also because we continue to expand our base of on-demand
      market deployments and data collection and reporting software that requires
      maintenance and support services.





The
      increase in on-demand service revenues was accompanied by a $0.3 million, or
      12.1%, increase in service revenue related to real-time products.  We
      believe service revenue associated with real-time products is beginning to
      stabilize.  For years we have experienced a steady decline in
      real-time service revenues, as our old legacy machines have been removed from
      service and, to a lesser extent, from customers purchasing our new products
      that
      produce significantly less service revenue.  The remaining older
      legacy machines are currently being removed from service at a slower rate,
      and
      additional maintenance on our newer real-time systems and software continue
      to
      grow with the related expanding base of products and software.  We
      expect real-time service revenues to remain somewhat level over the next twelve
      months, but expect that these revenues will ultimately decline further,
      partially offset by newer software and system service, as additional legacy
      machines are eventually removed from service.





*Product
      Gross Margin.*  Product gross margin was $4.7 million for the
      three months ended September 30, 2007, an increase of approximately $0.6
      million, or 13.8%, from $4.1 million for the three months ended September 30,
      2006.  Product gross margin as a percentage of product revenue
      increased to 48.3% in the three months ended September 30, 2007 from 44.4%
      in
      the three months ended September 30, 2006.  Product gross margins, as
      a percentage of product revenue, increased primarily due to a favorable
      real-time product mix and lower product costs during the three months ended
      September 30, 2007, compared to the same period in the prior year.





*Service
      Gross Margin*.  The gross margin on service revenue increased
      approximately $1.0 million, or 36.7%, to $3.8 million, or 59.2% of service
      revenue in the three months ended September 30, 2007 from $2.8 million, or
      51.6%
      of service revenue in the three months ended September 30, 2006.  The
      increase in service margins was primarily due to additional installation revenue
      during the three months ended September 30, 2007 and additional maintenance
      revenue generated from our expanding customer base.  Improved margins
      were further attributable to flat service cost of sales for the three months
      ended September 30, 2007, compared to the same period in the prior year, as
      we
      have focused on managing costs of the infrastructure that is necessary to
      fulfill service and support provided for our products.  We expect to
      maintain similar service margins as we continue to manage costs related to
      our
      maintenance and support infrastructure.





*Sales
      and Marketing.*Sales and marketing expenses decreased
      approximately $0.5 million, or 12.1% to $3.8 million in the three months ended
      September 30, 2007 from $4.3 million in the three months ended September 30,
      2006.  The decrease in sales and marketing expense resulted from
      termination of part of our sales and marketing workforce in Europe and Asia
      in
      the prior fiscal year, which resulted in a $0.5 million decrease in
      international sales and marketing salaries, wages and benefits in the three
      months ended September 30, 2007, compared to the same period of the prior year.
      These cost reductions are part of our business plan and expense reduction
      initiatives to achieve profitability.





*Research
      and Development.*Research and development expenses decreased
      approximately $0.4 million, or 9.5%, to approximately $4.2 million in the three
      months ended September 30, 2007 from $4.7 million in the three months ended
      September 30, 2006.  Decreasing research and development expenses were
      primarily attributable to the $0.2 million reduction in salaries, benefits
      and
      other employee related costs and a $0.1 million reduction in severance expense
      during the three months ended September 30, 2007, compared to the same period
      in
      the prior year.  These decreasing costs resulted from the termination
      of a part of our development and engineering workforce during the prior year
      in
      an effort to reduce operating expenses.  We also incurred $0.2 million
      less in depreciation expense related to development and test equipment in the
      three months ended September 30, 2007, compared to the same period in the prior
      year, as a result of a downward trend in capital expenditures for development
      and test equipment over the past few years.




17
 *Table
          of Contents*




*General
      and Administrative.*General and administrative expenses
      decreased $0.4 million, or 14.4%, to $2.3 million in the three months ended
      September 30, 2007, from $2.7 million in the three months ended September 30,
      2006. This decrease in general and administrative expenses resulted from a
      prior
      year $0.4 million severance charge for our chief operating officer, who was
      terminated in the three months ended September 30, 2006 and, pursuant to his
      employment agreement, received one year of severance equal to the value of
      his
      salary and benefits.





*Gain
      on Arbitration Settlement, Net.*  In August 2007, we reached an
      agreement with Vicor, Inc. (“Vicor”) a supplier of ours, to settle the claims in
      the pending arbitration between the two parties, in exchange for a full
      release.  In the arbitration, we alleged that in 2002 and 2003 we
      experienced high failure rates in our MediaHawk 2000 and 3000 series on-demand
      servers as a result of defective power converters manufactured by Vicor. 
We asserted claims for breach of contract and fraud.  Our alleged damages
      consisted of material and labor costs associated with the replacement of the
      defective parts, internal engineering costs, loss of market share, and attorney
      fees, as well as exemplary damages.  We settled for approximately $2.4
      million, from which approximately $0.5 million of attorney fees were deducted
      and we received the net proceeds in the three months ended September 30,
      2007.  We do not anticipate any further proceeds from this
      settlement.





*Recovery
      of Minority Investment, Net.*  In fiscal year 2003, we recorded a
      $13.0 million net impairment charge due to an “other-than-temporary” decline in
      the market value of an equity investment in Thirdspace Living Limited
      (“Thirdspace”).  At the end of fiscal year 2003, Thirdspace was sold
      to Alcatel Telecom Ltd. and placed into liquidation.  The liquidation
      of Thirdspace assets resulted in a recovery for us of $3.1 million of our
      previously impaired investment, in aggregate, during fiscal year
      2004.  Thirdspace’s only significant remaining asset subsequent to the
      aforementioned transactions was a right to 40% of amounts recovered by nCube
      Corporation, now part of C-COR, Incorporated (“C-COR”), if any, from the lawsuit
      brought by C-COR 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
      C-COR.  On September 28, 2007, C-COR, Alcatel and Concurrent agreed
      upon the terms of distributing this Thirdspace asset and we received $1.4
      million of net proceeds from the settlement of Thirdspace’s remaining
      asset.  Consistent with previous recoveries of the impaired Thirdspace
      investment, we recorded the $1.4 million as a “Recovery of minority investment”
within the Statement of Operations during the three months ended September
      30,
      2007.  We do not anticipate further cash proceeds related to the
      liquidation of Thirdspace.  As part of the arrangement with C-COR and
      Alcatel, we also eliminated transferability concerns regarding our license
      to
      U.S. patent numbers 5,805,804 and 5,623,595.  The agreement provides
      that licenses to these patents may be transferred to an acquirer of Concurrent
      or Concurrent’s on-demand business, so long as the acquirer has not been
      formally identified as an Alcatel target.





*Interest
      Income, Net.*  During the three months ended September 30, 2007,
      interest income, net of interest expense, increased $0.1 million, compared
      to
      the same period in the prior year, due to an increase in cash.  This
      increase in cash resulted from proceeds generated by our private placement
      during the fourth quarter of the prior fiscal year and due to positive cash
      flow
      from operations during the three months ended September 30, 2007.





*Provision
      for Income Taxes.*We recorded income tax expense for our
      domestic and foreign subsidiaries of $54,000 in the three months ended September
      30, 2007.  We recorded income tax expense of $218,000 for our domestic
      and foreign subsidiaries in the three months ended September 30,
      2006.  Income tax expense for the three months ended September 30,
      2007 and 2006 was primarily attributable to income earned in foreign locations
      that cannot be offset by net operating loss carryforwards.





*Net
      Income (Loss).*The net income for the three months ended
      September 30, 2007 was $1.7 million or $0.02 per basic and diluted share
      compared to a net loss for the three months ended September 30, 2006 of $(4.9)
      million or $(0.07) 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 or decline, if any, of on-demand market expansions
                and the
                pace at which domestic and international cable companies and telephone
                companies implement on-demand
                technology;




18
 *Table
          of Contents*




·
            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 and
                product
                sales of real-time proprietary
                systems;




·
            ongoing
                cost control actions and expenses, including capital
                expenditures;




·
            the
                margins on our product lines;




·
            our
                ability to leverage the potential of
                Everstream;




·
            our
                ability to raise additional capital, if
                necessary;




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




·
            our
                ability to meet the covenants contained in our Credit
                Agreement;




·
            timing
                of product shipments, which typically occur 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
      generated $4.7 million of cash from operating activities during the three months
      ended September 30, 2007 compared to using $3.7 million of cash during the
      three
      months ended September 30, 2006.  The operating cash inflow was
      primarily attributable to collection of receivables from prior quarter sales,
      and $1.9 million of net cash proceeds received from an arbitration settlement
      with a supplier that we alleged had previously provided defective parts used
      in
      certain of our products.  We do not anticipate further cash proceeds
      related to this settlement.  Prior period cash usage resulted
      primarily from operating losses.





During
      the three months ended September 30, 2007, we received $1.4 million of net
      cash
      proceeds from the monetization of remaining assets of Thirdspace, an entity
      that
      we purchased a minority interest in during fiscal 2002, and that was
      subsequently liquidated.   We do not anticipate further cash
      proceeds related to the liquidation of Thirdspace.





We
      invested $0.3 million in property, plant and equipment during the three months
      ended September 30, 2007 compared to $0.6 million during the three months ended
      September 30, 2006.  Capital additions during each of these periods
      related primarily to product development and testing equipment.  We
      expect capital additions to continue at a level comparable to the prior year,
      during the remainder of this fiscal year.





We
      have
      an Amended and Restated Loan and Credit Agreement with Silicon Valley Bank
      (the
“Credit Agreement”). The Credit Agreement provides for a $10.0 million revolving
      credit line (the “Revolver”) with a borrowing base dependent upon our
      outstanding North American accounts receivable.   The interest
      amount is based upon the amount advanced and the rate varies based upon our
      accounts receivable and the amount of cash in excess of debt.  The
      interest rate on the Revolver was 8.25% as of September 30, 2007. The
      outstanding principal amount plus all accrued but unpaid interest is payable
      in
      full at the expiration of the credit facility on December 22,
      2008.  During the three months ended September 30, 2007 we repaid $0.4
      million of the outstanding balance of this Revolver.  Based on the
      borrowing formula and our financial position as of September 30, 2007, $10.0
      million was available to us under the Revolver.  As of September 30,
      2007, $0.7 million was drawn under the Revolver, resulting in $9.3 million
      of
      remaining available funds under the Revolver.





In
      addition, the Credit Agreement contains certain financial covenants, including
      a
      required adjusted quick ratio (the ratio of cash and accounts receivable to
      current liabilities (less the current portion of deferred revenue)) of at least
      1.25 to 1.00 and a minimum tangible net worth of at least $15.2 million, as
      of
      September 30, 2007. The Credit Agreement also contains customary restrictive
      covenants concerning our operations.  As of September
      30, 2007, we were in compliance with these covenants as our adjusted quick
      ratio
      was 3.17 to 1.00 and our tangible net worth was $25.1 million.




19
 *Table
          of Contents*





At
      September 30, 2007, we had working capital (current assets, less current
      liabilities) of $25.1 million and had no material commitments for capital
      expenditures compared to working capital of $22.2 million at June 30,
      2007.  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, unless and until our revenue
      increases and stabilizes, it is possible that we will continue to use cash
      from
      operating activities.  We believe that we could report a net loss for
      fiscal 2008 and may continue to use cash from operating activities.





**Off-Balance
      Sheet Arrangements**





We
      enter
      into agreements in the ordinary course of business with customers, resellers,
      distributors, integrators and suppliers that often require us to defend and/or
      indemnify the other party against intellectual property infringement claims
      brought by a third party with respect to our products.  We evaluate
      estimated losses for such indemnifications under SFAS
      No. 5,**“Accounting for Contingencies”, as interpreted by FASB
      Interpretation No. (“FIN”) 45, “Guarantor’s Accounting and Disclosure
      Requirements for Guarantees, Including Indirect Guarantees of Indebtedness
      of
      Others.” We consider factors such as the degree of probability of an unfavorable
      outcome and the ability to make a reasonable estimate of the amount of loss.
      To
      date, we have not encountered material costs as a result of such obligations
      and
      have not accrued any material liabilities related to such indemnifications
      in
      our financial statements.





**Contractual
      Obligations and Commercial Commitments**





Our
      contractual obligations and
      commercial commitments are disclosed in our Annual Report on Form 10-K for
      the
      year ended June 30, 2007. There have been no material changes to our contractual
      obligations and commercial commitments during the three months ended September
      30, 2007.





CAUTIONARY
      NOTE REGARDING FORWARD-LOOKING STATEMENTS





Certain
      statements made or incorporated by reference in this release may constitute
      “forward-looking statements” within the meaning of the federal securities
      laws.  When used or incorporated by reference in this release, the
      words “believes,” “expects,” “estimates,” “anticipates,” and similar
      expressions, are intended to identify forward-looking
      statements.  Statements regarding future events and developments, our
      future performance, market share, and new market growth, 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 our forward-looking statements in this report
      include, but are not limited to, our pricing trends, our expected cash position,
      our expectations of market share and growth, the impact of interest rate changes
      and fluctuation in currency exchange rates, our sufficiency of cash, the impact
      of litigation, and our trend of declining real-time service
      revenue.  These statements are based on beliefs and assumptions of
      Concurrent’s management, which are based on currently available
      information.  All forward-looking statements are subject to certain
      risks and uncertainties that could cause actual events to differ materially
      from
      those projected.  The risks and uncertainties which could affect our
      financial condition or results of operations include, without limitation:
      availability of video-on-demand (“VOD”) 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
      growth; delays in testing and introductions of new products;  rapid
      technology changes; system errors or failures; reliance on a limited number
      of
      suppliers and failure of components provided by those suppliers; uncertainties
      associated with international business activities, including foreign
      regulations, trade controls, taxes, and currency fluctuations; the impact
      of  competition on the pricing of VOD products; 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; financing
      for
      working capital needs; the availability of Linux software in light of issues
      raised by SCO Group; the success of our relationships with Alcatel-Lucent;
      capital spending patterns by a limited customer base; and privacy concerns
      over
      data collection.




20
 *Table
          of Contents*
  Other
        important risk factors are discussed in our Annual Report on Form 10-K for
        the
        fiscal year ended June 30, 2007.





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.





**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 and bank loans.  Short-term cash
      investments are backed by U.S. government obligations, and other investments
      in
      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.  Bank loans include a variable rate
      Revolver.  We believe that the impact of a 10% increase or decrease in
      interest rates would not be material to our investment income and interest
      expense from bank loans.





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 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.





**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, and have resolved the following matters during the three
      months ended September 30, 2007:





Vicor,
      Inc. v. Concurrent Computer Corporation, Essex Superior Court,
      Massachusetts, Civil Action No. C5-1437A.  This suit was filed August
      18, 2005 requesting declaratory relief regarding a contractual dispute between
      the parties.  On March 8, 2006, after briefing and arguments, the case
      was dismissed for resolution by arbitration.  Vicor unsuccessfully
      appealed the matter and unsuccessfully moved to stay the arbitration (Case
      No.
      32 181 Y 00738 05).  The arbitration proceeded in Florida and was
      settled on August 28, 2007, and we received net proceeds of
      $1,900,000.




21
 *Table
          of Contents*




**Item
      6.               Exhibits**




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).4.4
              
              Form
                  of Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on
                  Form 8-K dated May 15, 2007 and incorporated herein by
                  reference).4.5
              
              Form
                  of Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on
                  Form 8-K  dated May 15, 2007 and incorporated herein by
                  reference).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.




22
 *Table
          of Contents*




**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:  November
                2, 2007
            CONCURRENT
                COMPUTER CORPORATIONBy:
            /s/
                Emory O. BerryEmory
                O. BerryChief
                Financial Officer(Principal
                Financial and Accounting Officer)




23
 *Table
          of Contents*




**Exhibit
      Index**


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).4.4
                
                Form
                    of Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on
                    Form 8-K dated May 15, 2007 and incorporated herein by
                    reference).4.5
                
                Form
                    of Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on
                    Form 8-K  dated May 15, 2007 and incorporated herein by
                    reference).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.






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