SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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


                                   FORM 10-Q/A


       (Mark One)

           X       Quarterly Report Pursuant to Section 13 or 15(d) of
          ---          the Securities Exchange Act of 1934

                     For the Quarter Ended December 31, 2000

                                       or

                   Transition Report Pursuant to Section 13 or 15(d) of
          ---          the Securities Exchange Act of 1934

                For the Transition Period from ____     to  ____


                           Commission File No. 0-13150
                                  _____________

                         CONCURRENT COMPUTER CORPORATION


                Delaware                           04-2735766
       (State  of  Incorporation)       (I.R.S. Employer Identification No.)


                   4375 River Green Parkway, Duluth, GA  30096
                            Telephone: (678) 258-4000


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
                                                                ---        ---


Number  of  shares  of the Registrant's Common Stock, par value $0.01 per share,
outstanding  as  of  February  7,  2001  was  55,050,580.


<PAGE>
PART  I     FINANCIAL  INFORMATION

ITEM  1.    FINANCIAL  STATEMENTS

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


                                         THREE MONTHS ENDED    SIX MONTHS ENDED
                                            DECEMBER 31,          DECEMBER 31,
                                           2000      1999       2000      1999
                                         --------  ---------  --------  ---------
                                         RESTATED  RESTATED   RESTATED  RESTATED
                                           (see      (see       (see      (see
                                         Note 12)  Note 12)   Note 12)  Note 12)
<S>                                      <C>       <C>        <C>       <C>
Revenues:
  Product sales
    Real-time systems                    $ 6,738   $  7,336   $11,449   $ 13,853
    Video-on-demand systems                1,832      2,120     7,269      3,209
                                         --------  ---------  --------  ---------
      Total product sales                  8,570      9,456    18,718     17,062
  Service and other                        5,963      7,466    12,127     15,544
                                         --------  ---------  --------  ---------
      Total                               14,533     16,922    30,845     32,606

Cost of sales
  Real-time and video-on-demand systems    4,640      5,043    10,201      8,833
  Service and other                        3,231      4,126     6,391      8,380
                                         --------  ---------  --------  ---------
      Total                                7,871      9,169    16,592     17,213
                                         --------  ---------  --------  ---------

Gross margin                               6,662      7,753    14,253     15,393

Operating expenses:
  Sales and marketing                      4,066      5,723     8,139     10,250
  Research and development                 2,818      2,409     5,449      4,631
  General and administrative               3,775      2,281     6,242      3,910
  Cost of purchased in-process research
    and development                            -     14,000         -     14,000
  Relocation and restructuring                 -          -         -      2,367
                                         --------  ---------  --------  ---------
      Total operating expenses            10,659     24,413    19,830     35,158
                                         --------  ---------  --------  ---------

Operating loss                            (3,997)   (16,660)   (5,577)   (19,765)

Interest income - net                         26         73        17         83
Other non-recurring income                     -          -         -        761
Other expense - net                          (37)       (38)      (92)      (105)
                                         --------  ---------  --------  ---------

Loss before income taxes                  (4,008)   (16,625)   (5,652)   (19,026)

Provision for income taxes                   150        150       300        300
                                         --------  ---------  --------  ---------

Net loss                                 $(4,158)  $(16,775)  $(5,952)  $(19,326)
                                         ========  =========  ========  =========

Net loss per share
      Basic                              $ (0.08)  $  (0.33)  $ (0.11)  $  (0.38)
                                         ========  =========  ========  =========
      Diluted                            $ (0.08)  $  (0.33)  $ (0.11)  $  (0.38)
                                         ========  =========  ========  =========
</TABLE>


     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS.


                                      -1-
<PAGE>

<TABLE>
<CAPTION>
                              CONCURRENT COMPUTER CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                                  (DOLLARS IN THOUSANDS)



                                                                 DECEMBER 31,    JUNE 30,
                                                                     2000          2000
<S>                                                             <C>             <C>
                                                                --------------  ----------
                                                                   RESTATED      RESTATED
                                                                    (see           (see
                                                                   Note 12)      Note 12)
      ASSETS

Current assets:
  Cash and cash equivalents                                     $       6,292   $  10,082
  Accounts receivable - net                                            15,227      12,907
  Inventories                                                           8,305       5,621
  Prepaid expenses and other current assets                             2,534       2,381
                                                                --------------  ----------
    Total current assets                                               32,358      30,991
Property, plant and equipment - net                                    11,008      11,314
Purchased developed computer software                                   1,678       1,773
Goodwill - net                                                         11,361      11,981
Other long-term assets - net                                              841       1,019
                                                                --------------  ----------
    Total assets                                                $      57,246   $  57,078
                                                                ==============  ==========

      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                         $      13,617   $  13,297
  Deferred revenue                                                      5,385       2,608
                                                                --------------  ----------
    Total current liabilities                                          19,002      15,905

Other long-term liabilities                                             2,791       2,902
                                                                --------------  ----------
    Total liabilities                                                  21,793      18,807

Stockholders' equity:
  Common stock                                                            549         538
  Capital in excess of par value                                      138,962     135,326
  Accumulated deficit after eliminating accumulated deficit of
    $81,826 at December 31, 1991, date of quasi-reorganization       (102,523)    (96,571)
  Treasury stock                                                          (58)        (58)
  Accumulated other comprehensive loss                                 (1,477)     (1,032)
                                                                --------------  ----------
    Total stockholders' equity                                         35,453      38,271
                                                                --------------  ----------

Total liabilities and stockholders' equity                      $      57,246   $  57,078
                                                                ==============  ==========
</TABLE>


THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART  OF THE CONDENSED CONSOLIDATED
                               FINANCIAL  STATEMENTS.


                                      -2-
<PAGE>

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


                                                                                        SIX MONTHS ENDED
                                                                                          DECEMBER 31,
                                                                                        2000       1999
                                                                                      ---------  ---------
                                                                                       RESTATED   RESTATED
                                                                                         (see       (see
                                                                                       Note 12)   Note 12)
<S>                                                                                   <C>        <C>
OPERATING ACTIVITIES
Net loss                                                                              $ (5,952)  $(19,326)
Adjustments to reconcile net loss to net
  cash used in operating activities:
  Write-off of in-process research and development                                           -     14,000
  Accrual of non-cash warrants                                                             238          -
  Depreciation, amortization and other                                                   2,943      2,901
  Other non cash expenses                                                                  672        647
  Changes in operating assets and liabilities (net of effect of business acquired):
     Accounts receivable                                                                (2,613)       186
     Inventories                                                                        (3,058)         8
     Prepaid expenses and other current assets                                            (153)      (179)
     Other long-term assets                                                                 84       (569)
     Accounts payable and accrued expenses                                                 320        220
     Deferred revenue                                                                    2,777     (1,242)
     Other long-term liabilities                                                           (76)        20
                                                                                      ---------  ---------
  Total adjustments to net loss                                                          1,134     15,992
                                                                                      ---------  ---------
Net cash used in operating activities                                                   (4,818)    (3,334)

INVESTING ACTIVITIES
  Net additions to property, plant and equipment                                        (1,839)    (2,168)
  Proceeds from sale of facility                                                             -      1,223
  Other                                                                                      -         76
                                                                                      ---------  ---------
Net cash used in investing activities                                                   (1,839)      (869)

FINANCING ACTIVITIES
  Net repayment of capital lease obligation                                                (35)         -
  Proceeds from sale and issuance of common stock                                        3,334      5,352
                                                                                      ---------  ---------
Net cash provided by financing activities                                                3,299      5,352

Effect of exchange rates on cash and cash equivalents                                     (432)       (69)
                                                                                      ---------  ---------

Decrease in cash and cash equivalents                                                  ( 3,790)     1,080
Cash and cash equivalents at beginning of period                                        10,082      6,872
                                                                                      ---------  ---------
Cash and cash equivalents at end of period                                            $  6,292   $  7,952
                                                                                      =========  =========

Cash paid during the period for:
  Interest                                                                            $    178   $    113
                                                                                      =========  =========
  Income taxes (net of refunds)                                                       $    284   $     70
                                                                                      =========  =========
</TABLE>


     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS.


                                      -3-
<PAGE>
                         CONCURRENT COMPUTER CORPORATION
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.   BASIS OF PRESENTATION

     The  accompanying condensed consolidated financial statements of Concurrent
Computer  Corporation  ("Concurrent"  or  the  "Company")  have been prepared in
accordance  with  the instructions to Form 10-Q and therefore do not include all
information  and  footnotes  necessary  for  a  fair  presentation  of financial
position,  results  of  operations  and cash flows in conformity with accounting
principles  generally  accepted  in  the United States of America. The foregoing
financial  information  is  unaudited but reflects all adjustments which are, in
the  opinion of management, necessary for a fair presentation of the results for
the  periods  presented.  All such adjustments are of a normal recurring nature.

     While  the  Company believes that the disclosures presented are adequate to
make  the  information  not  misleading,  it  is  suggested that these condensed
consolidated  financial  statements  be  read  in  conjunction  with the audited
consolidated  financial  statements and the notes thereto included in the Annual
Report  on  Form  10-K  as  filed  with  the Securities and Exchange Commission.

     The  results  of  interim  periods  are  not  necessarily indicative of the
results  to  be  expected  for  the  full  fiscal  year.

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


     Basic net income (loss) per share is computed by dividing net income (loss)
by  the  weighted  average number of common shares outstanding during each year.
Diluted net income (loss) per share is computed by dividing net income (loss) by
the  weighted  average  number  of  shares  including  potential  common  shares
issuable.  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.

     The number of shares used in computing basic and diluted net loss per share
for  the  three months ended December 31, 2000 and the six months ended December
31,  2000 was 54,675,000 and 54,332,000, respectively. The number of shares used
in  computing  basic  and  diluted net loss per share for the three months ended
December  31, 1999 and the six months ended December 31, 1999 was 51,560,000 and
50,262,000, respectively. Because of the losses for these periods, the potential
common shares issuable were anti-dilutive and were not considered in the diluted
earnings  per  share  calculations.

3.    Revenue  Recognition  and  Related  Matters

     Video-on-demand  and  real-time system revenues are recognized based on the
guidance  in  American  Institute  of  Certified Public Accountants Statement of
Position  97-2,  Software  Revenue  Recognition.  The Company recognizes revenue
from  video-on-demand  and  real-time  systems  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.  Under multiple element
arrangements,  the  Company  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.  Our  products  do  not  require  significant  customization.

     In  certain  instances,  the  Company's  customers  require  significant
customization  of  both  the  software and hardware products and, therefore, the
revenues  are  recognized  as  long term contracts in conformity with Accounting
Research  Bulletin  ("ARB")  No.  45  "Long  Term  Construction Type Contracts",
Statement  of  Position  ("SOP")  81-1  "Accounting  for  Performance  of
Construction-Type  and Certain Production-Type Contracts" and SOP 97-2 "Software
Revenue  Recognition".  For long-term contracts, revenue is recognized using the
percentage  of  completion  method  of accounting based on costs incurred on the
project  compared to the total costs expected to be incurred through completion.

     The Company recognizes revenue from customer service plans ratably over the
term  of  each  plan,  typically  one  year.

     Custom  engineering  and  integration  services  performed by the Real-Time
Division  are  typically  completed  within  90  days  from receipt of an order.
Revenues  from these services are recognized upon completion and delivery of the
software  solution  to  the  customer.

4.   INVENTORIES

     Inventories  are  valued  at  the  lower of cost or market, with cost being
determined  by using the first-in, first-out ("FIFO") method.  The components of
inventories  are  as  follows:

     (DOLLARS  IN  THOUSANDS)

                      DECEMBER 31,   JUNE 30,
                          2000         2000
                      -------------  ---------

     Raw materials    $       6,410  $   4,333
     Work-in-process          1,270        947
     Finished goods             625        341
                      -------------  ---------
                      $       8,305  $   5,621
                      =============  =========


                                      -4-
<PAGE>

5.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     The  components  of  accounts  payable and accrued expenses are as follows:

     (DOLLARS  IN  THOUSANDS)

                                    DECEMBER 31,   JUNE 30,
                                        2000         2000
                                    -------------  ---------

     Accounts payable, trade        $       5,234  $   4,484
     Accrued payroll, vacation and
       other employee expenses              5,570      6,292
     Other accrued expenses                 2,813      2,521
                                    -------------  ---------
                                    $      13,617  $  13,297
                                    =============  =========

6.   COMPREHENSIVE INCOME (LOSS)

     The  Company's  total  comprehensive  income  (loss)  is  as  follows:

<TABLE>
<CAPTION>
     (DOLLARS  IN  THOUSANDS)

                                                 THREE MONTHS ENDED    SIX MONTHS ENDED
                                                    DECEMBER 31,         DECEMBER 31,
                                                   2000      1999       2000      1999
                                                 --------  ---------  --------  ---------
<S>                                              <C>       <C>        <C>       <C>
     Net loss                                    $(4,158)  $(16,775)  $(5,952)  $(19,326)

     Other comprehensive income (loss):
       Foreign currency translation gain (loss)      (33)      (305)     (445)       107
                                                 --------  ---------  --------  ---------

     Total comprehensive loss                    $(4,191)  $(17,080)  $(6,397)  $(19,219)
                                                 ========  =========  ========  =========
</TABLE>

7.   SEGMENT INFORMATION

     The  Company  operates  its  business  in  two  divisions:  real-time  and
video-on-demand  ("VOD").  Its  Real-Time  Division  is  a  leading  provider of
high-performance,  real-time  computer  systems,  solutions  and  software  for
commercial  and  government  markets  focusing  on  strategic  market areas that
include  hardware-in-the-loop  and man-in-the-loop simulation, data acquisition,
industrial systems, and software and embedded applications.  Its VOD Division is
a leading supplier of digital video server systems to a wide range of industries
serving  a  variety  of  markets,  including  the  broadband/cable, hospitality,
intranet/distance  learning,  and  other  related  markets.  Shared expenses are
primarily  allocated  based  on  either  revenues  or  headcount.  There were no
material intersegment sales or transfers.  Corporate costs include costs related
to the offices of the Chief Executive Officer, Chief Financial Officer, Investor
Relations  and  other  administrative costs including annual audit and tax fees,
Board  of  Director  fees  and  similar  costs.  The


                                      -5-
<PAGE>
following  summarizes the operating income (loss) by segment for the three month
periods  ended  December  31,  2000  and  December  31,  1999,  respectively:


<TABLE>
<CAPTION>
     (DOLLARS  IN  THOUSANDS)

                                       THREE MONTHS ENDED DECEMBER 31, 2000
                                    -------------------------------------------
                                    REAL-TIME     VOD      CORPORATE    TOTAL
                                    ----------  --------  -----------  --------
<S>                                 <C>         <C>       <C>          <C>
     Revenues:
       Product sales                $    6,738  $ 1,832   $        -   $ 8,570
       Service and other                 5,963        -            -     5,963
                                    ----------  --------  -----------  --------
          Total                         12,701    1,832            -    14,533

     Cost of sales
       Systems                           3,502    1,138            -     4,640
       Service and other                 3,231        -            -     3,231
                                    ----------  --------  -----------  --------
          Total                          6,733    1,138            -     7,871
                                    ----------  --------  -----------  --------

     Gross margin                        5,968      694            -     6,662

     Operating expenses
       Sales and marketing               1,870    2,060          136     4,066
       Research and development            844    1,974            -     2,818
       General and administrative          505      594      2,676     3,775
                                    ----------  --------  -----------  --------
         Total operating expenses        3,219    4,628        2,812    10,659
                                    ----------  --------  -----------  --------

     Operating income (loss)        $    2,749  $(3,934)  $   (2,812)  $(3,997)
                                    ==========  ========  ===========  ========
</TABLE>


<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED DECEMBER 31, 1999
                                               ---------------------------------------------
                                               REAL-TIME      VOD      CORPORATE     TOTAL
                                               ----------  ---------  -----------  ---------
<S>                                            <C>         <C>        <C>          <C>
     Revenues:
       Product sales                           $    7,336  $  2,120   $        -   $  9,456
       Service and other                            7,466         -            -      7,466
                                               ----------  ---------  -----------  ---------
          Total                                    14,802     2,120            -     16,922

     Cost of sales
       Systems                                      3,350     1,693            -      5,043
       Service and other                            4,126         -            -      4,126
                                               ----------  ---------  -----------  ---------
          Total                                     7,476     1,693            -      9,169
                                               ----------  ---------  -----------  ---------

     Gross margin                                   7,326       427            -      7,753

     Operating expenses
       Sales and marketing                          3,451     2,201           71      5,723
       Research and development                       962     1,447            -      2,409
       General and administrative                     514       588        1,179      2,281
       Cost of purchased in-process research
         and development                                -    14,000            -     14,000
                                               ----------  ---------  -----------  ---------
         Total operating expenses                   4,927    18,236        1,250     24,413
                                               ----------  ---------  -----------  ---------

     Operating income (loss)                   $    2,399  $(17,809)  $   (1,250)  $(16,660)
                                               ==========  =========  ===========  =========
</TABLE>


The  following  summarizes  the  operating  income (loss) by segment for the six
month  periods  ended  December  31,  2000  and December 31, 1999, respectively:


                                      -6-
<PAGE>

<TABLE>
<CAPTION>
     (DOLLARS  IN  THOUSANDS)


                                        SIX MONTHS ENDED DECEMBER 31, 2000
                                    -------------------------------------------
                                    REAL-TIME     VOD      CORPORATE    TOTAL
                                    ----------  --------  -----------  --------
<S>                                 <C>         <C>       <C>          <C>
     Revenues:
       Product sales                $   11,449  $ 7,269   $        -   $18,718
       Service and other                12,127        -            -    12,127
                                    ----------  --------  -----------  --------
          Total                         23,576    7,269            -    30,845

     Cost of sales
       Systems                           5,892    4,309            -    10,201
       Service and other                 6,391        -            -     6,391
                                    ----------  --------  -----------  --------
          Total                         12,283    4,309            -    16,592
                                    ----------  --------  -----------  --------

     Gross margin                       11,293    2,960            -    14,253

     Operating expenses
       Sales and marketing               3,787    4,032          320     8,139
       Research and development          1,673    3,776            -     5,449
       General and administrative          774    1,255        4,213     6,242
                                    ----------  --------  -----------  --------
         Total operating expenses        6,234    9,063        4,533    19,830
                                    ----------  --------  -----------  --------

     Operating income (loss)        $    5,059  $(6,103)  $   (4,533)  $(5,577)
                                    ==========  ========  ===========  ========
</TABLE>


<TABLE>
<CAPTION>
                                                    SIX MONTHS ENDED DECEMBER 31, 1999
                                               ---------------------------------------------
                                               REAL-TIME      VOD      CORPORATE     TOTAL
                                               ----------  ---------  -----------  ---------
<S>                                            <C>         <C>        <C>          <C>

     Revenues:
       Product sales                           $   13,853  $  3,209   $        -   $ 17,062
       Service and other                           15,544         -            -     15,544
                                               ----------  ---------  -----------  ---------
          Total                                    29,397     3,209            -     32,606

     Cost of sales
       Systems                                      6,395     2,438            -      8,833
       Service and other                            8,380         -            -      8,380
                                               ----------  ---------  -----------  ---------
          Total                                    14,775     2,438            -     17,213
                                               ----------  ---------  -----------  ---------

     Gross margin                                  14,622       771            -     15,393

     Operating expenses
       Sales and marketing                          6,350     3,773          127     10,250
       Research and development                     2,175     2,456            -      4,631
       General and administrative                   1,013       752        2,145      3,910
       Cost of purchased in-process research
         and development                                -    14,000            -     14,000
       Relocation and restructuring                 1,208     1,159            -      2,367
                                               ----------  ---------  -----------  ---------
         Total operating expenses                  10,746    22,140        2,272    35,158
                                               ----------  ---------  -----------  ---------

     Operating income (loss)                   $    3,876  $(21,369)  $   (2,272)  $(19,765)
                                               ==========  =========  ===========  =========
</TABLE>


                                      -7-
<PAGE>

8.   RESTRUCTURING AND RELOCATION

     In  August  1999,  the Company relocated its Corporate Headquarters and its
VOD  Division  to  Duluth,  Georgia.  In  connection with this move, the Company
incurred  employee  relocation  costs  of  $769,000,  which  is  recorded  as an
operating  expense in the condensed consolidated statement of operations for the
six  months  ended  December  31,  1999.

     In  addition  to  the  VOD  Division relocation discussed above, management
decided  in  the first quarter of fiscal year 2000 to "right-size" the Real-Time
Division  to  bring  its  expenses  in  line  with its anticipated revenues.  In
connection  with  these  events,  the  Company recorded a $1.6 million operating
expense in the condensed consolidated statement of operations for the six months
ended  December  31,  1999.  This  expense  represents  workforce  reductions of
approximately  38  employees  in  all  areas  of  the  Company.

9.   SALE OF SUBSIDIARY

     On  September  8,  1999,  the Company entered into an agreement to sell the
stock of Concurrent Vibrations, a wholly owned subsidiary of Concurrent Computer
Corporation S.A., to Data Physics, Inc.  The transaction, which had an effective
date  of August 31, 1999, resulted in a gain of $761,000.  This gain is recorded
in  other  non-recurring  items  in  the  condensed  consolidated  statement  of
operations  for  the  six  months  ended  December  31,  1999.

10.  RECENT ACCOUNTING PRONOUNCEMENTS

     In  June  1998,  the  Financial  Accounting Standards Board ("FASB") issued
Statement  No.  133,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities"  ("SFAS  133"),  as  amended by Statement No. 137 and No. 138, which
provides  a  comprehensive  and  consistent  standard  for  the  recognition and
measurement  of  derivatives  and  hedging  activities.  Upon  adoption,  all
derivative  instruments  will  be recognized in the balance sheet at fair value,
and  changes in the fair values of such instruments must be recognized currently
in  earnings  unless  specific  hedge accounting criteria are met.  SFAS 133 was
effective  for  the  Company  on July 1, 2000.  As the Company does not have any
hedging  and derivative positions, adoption of these pronouncements did not have
a  material  effect  on  the  Company's  financial  position.

     In December 1999, the SEC issued Staff Accounting Bulletin No. 101 "Revenue
Recognition  in Financial Statements" ("SAB 101").  SAB 101 provides guidance on
applying  generally accepted accounting principles to revenue recognition issues
in  financial  statements.  The  Company  will  adopt SAB 101 as required in the
fourth  fiscal  quarter  of  2001.  The  adoption  of  this pronouncement is not
expected  to  have  a  material  impact  on  the  operations  of  the  Company.

     In March 2000, the FASB issued Interpretation No. 44 "Accounting of Certain
Transactions  involving  Stock  Compensation  - an Interpretation of APB No. 25"
(FIN 44"). FIN 44 clarifies the application of APB No. 25 for (a) the definition
of  employee  for  purposes  of  applying  APB  No.  25,  (b)  the  criteria for
determining  whether  a  plan  qualifies  as  a  noncompensatory  plan,  (c) the
accounting  consequence  of  various  modifications to the terms of a previously
fixed  stock  option  or  award, and (d) the accounting for an exchange of stock
compensation  awards  in  a  business  combination. We adopted FIN 44 on July 1,
2000,  and the adoption did not have a material effect on the financial position
or  operations  of  the  Company.


                                      -8-
<PAGE>

11.  ACQUISITION OF VIVID TECHNOLOGY

     On  October 28, 1999, the Company acquired Vivid Technology, Inc. ("Vivid")
for  total  consideration  of  $29.4  million, consisting of 2,233,689 shares of
common  stock  valued  at  $24.7 million, $0.5 million of acquisition costs, and
378,983  shares reserved for future issuance upon exercise of stock options with
a  value  of  $4.2  million.  The  acquisition  was  treated  as  a purchase for
accounting  purposes, and, accordingly, the assets and liabilities were recorded
based  on  their  fair values at the date of the acquisition. The purchase price
allocation  and  the  respective  useful  lives  of the intangible assets are as
follows:

(DOLLARS  IN  THOUSANDS)

                                                       Allocation    Life
                                                       -----------  ------
     Working Capital                                   $        72
     Fixed Assets                                              257
     Other Long-Term Assets                                     13
     Developed Completed Computer Software Technology        1,900  10 yrs
     Employee Workforce                                        400   3 yrs
     Goodwill                                               12,808  10 yrs
     In-Process Computer Software Technology                14,000

Amortization  of  intangible assets is on a straight line basis over the assets'
estimated  useful  life.  Vivid's  operations  are  included  in  the  condensed
consolidated  statements  of  operations  from  the  date  of  acquisition.

     At  the  acquisition date, Vivid had one product under development that had
not  demonstrated  technological or commercial feasibility. This product was the
Vivid  interactive  video-on-demand integrated system. The in-process technology
has  no alternative use in the event that the proposed product does not prove to
be  feasible.  This development effort falls within the definition of In-Process
Research  and  Development  ("IPR&D")  contained  in  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  2 and was expensed in the six months ended
December  31,  1999  as  a  one-time  charge.

     Consistent with the Company's policy for internally developed software, the
Company  determined  the  amounts  to  be  allocated  to  IPR&D based on whether
technological  feasibility  had  been  achieved  and  whether  there  was  any
alternative  future  use  for the technology. As of the date of the acquisition,
the  Company concluded that the IPR&D had no alternative future use after taking
into  consideration  the  potential  for  usage  of  the  software  in different
products,  resale  of  the  software  and  internal  usage.

     The  following  unaudited  proforma  information  presents  the  results of
operations  of the Company as if the acquisition had taken place on July 1, 1999
and includes the one-time charge related to the write-off of the purchased IPR&D
of $14 million in the three month and six month periods ended December 31, 1999:

<TABLE>
<CAPTION>
                                           THREE MONTHS ENDED     SIX MONTHS ENDED
                                               DECEMBER 31,          DECEMBER 31,
                                             2000      1999       2000      1999
                                           --------  ---------  --------  ---------
<S>                                        <C>       <C>        <C>       <C>

     Revenues                              $14,533   $ 17,022   $30,845   $ 32,960
                                           ========  =========  ========  =========

     Net loss                              $(4,158)  $(17,068)  $(5,952)  $(20,330)
                                           ========  =========  ========  =========

     Basic and diluted net loss per share  $ (0.08)  $  (0.33)  $ (0.11)  $  (0.39)
                                           ========  =========  ========  =========
</TABLE>

12.  RESTATEMENT

Subsequent to the issuance of the Company's financial statements for the quarter
ended  December  31, 2000, management changed the measurement date used to value
the  shares  issued  in  conjunction  with  the  Company's  acquisition of Vivid
Technology  in  accordance  with APB 16: Business Combinations. As a result, the
financial  statements  as  of  December 31, 2000 and for the three and six month
periods  ended December  31,  2000  and 1999 have been restated from the amounts
previously  reported.

<TABLE>
<CAPTION>
                            AS OF DECEMBER 31, 2000

                          AS PREVIOUSLY
                            REPORTED      AS RESTATED
                          -------------  -------------
<S>                       <C>            <C>
Goodwill, net             $      2,785   $     11,361
Capital in excess of par       129,308        138,962
Accumulated deficit           (101,445)      (102,523)
</TABLE>
<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED           THREE MONTHS ENDED
                                           DECEMBER 31, 2000            DECEMBER 31, 1999

                                      AS PREVIOUSLY                 AS PREVIOUSLY
                                        REPORTED      AS RESTATED      REPORTED     AS RESTATED
                                      -------------  -------------  -------------  -------------
<S>                                   <C>            <C>            <C>            <C>

General and administrative expenses   $      3,544   $      3,775   $      2,127   $      2,281
Operating loss                              (3,766)        (3,997)       (16,506)       (16,660)
Loss before income taxes                    (3,777)        (4,008)       (16,471)       (16,625)
Net loss                                    (3,927)        (4,158)       (16,621)       (16,775)

Net loss per share basic and diluted  $      (0.07)  $      (0.08)  $      (0.32)  $      (0.33)
</TABLE>
<TABLE>
<CAPTION>
                                            SIX MONTHS ENDED            SIX MONTHS ENDED
                                            DECEMBER 31,2000            DECEMBER 31, 1999

                                      AS PREVIOUSLY                 AS PREVIOUSLY
                                        REPORTED      AS RESTATED      REPORTED     AS RESTATED
                                      -------------  -------------  -------------  -------------
<S>                                   <C>            <C>            <C>            <C>

General and administrative expenses   $      5,780   $      6,242   $      3,756   $      3,910
Operating loss                              (5,115)        (5,577)       (19,611)       (19,765)
Loss before income taxes                    (5,190)        (5,652)       (18,872)       (19,026)
Net loss                                    (5,490)        (5,952)       (19,172)       (19,326)

Net loss per share basic and diluted  $      (0.10)  $      (0.11)  $      (0.38)  $      (0.38)
</TABLE>


                                      -9-
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS  OF  OPERATIONS

Subsequent to the issuance of the Company's financial statements for the quarter
ended  December  31, 2000, management changed the measurement date used to value
the  shares  issued  in  conjunction  with  the  Company's  acquisition of Vivid
Technology  in  accordance with APB 16: Business Combinations.  As a result, the
financial  statements  as  of  December 31, 2000 and for the three and six month
periods  ended  December  31,  2000 and 1999 have been restated from the amounts
previously  reported.  The  accompanying discussion and analysis gives effect to
that  restatement.


SELECTED  OPERATING  DATA  AS  A  PERCENTAGE  OF  NET  SALES

     The  following  table sets forth selected operating data as a percentage of
net  sales  for  certain  items  in  the  Company's  consolidated  statements of
operations  for  the  periods  indicated.


<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED  SIX MONTHS ENDED
                                                             DECEMBER 31,      DECEMBER 31,
                                                             (Unaudited)       (Unaudited)
                                                            2000     1999     2000     1999
                                                           -------  -------  -------  -------
<S>                                                        <C>      <C>      <C>      <C>
Net sales:
  Product sales (% of respective product sales category):
    Real-time systems                                        46.4%    43.4%    37.1%    42.5%
    Video-on-demand systems                                  12.6     12.5     23.6      9.8
                                                           -------  -------  -------  -------
      Total product sales                                    59.0     55.9     60.7     52.3
  Service and other                                          41.0     44.1     39.3     47.7
                                                           -------  -------  -------  -------
      Total                                                 100.0    100.0    100.0    100.0

Cost of sales (% of respective sales category):
  Real-time and video-on-demand systems                      54.1     53.3     54.5     51.8
  Service and other                                          54.2     55.3     52.7     53.9
                                                           -------  -------  -------  -------
      Total                                                  54.2     54.2     53.8     52.8
                                                           -------  -------  -------  -------

Gross margin                                                 45.8     45.8     46.2     47.2

Operating expenses:
  Sales and marketing                                        28.0     33.8     26.4     31.4
  Research and development                                   19.4     14.2     17.7     14.2
  General and administrative                                 26.0     13.5     20.2     12.0
  Cost of purchased in-process research and                     -        -        -        -
    development                                                 -     82.7        -     42.9
  Relocation and restructuring                                  -        -        -      7.3
                                                           -------  -------  -------  -------
      Total operating expenses                               73.3    144.3     64.3    107.8
                                                           -------  -------  -------  -------

Operating loss                                              (27.5)   (98.5)   (18.1)   (60.6)

Interest income - net                                         0.2      0.4      0.1      0.3
Other non-recurring income                                      -        -        -      2.3
Other expense - net                                          (0.3)    (0.2)    (0.3)    (0.3)
                                                           -------  -------  -------  -------

Loss before income taxes                                    (27.6)   (98.2)   (18.3)   (58.4)

Provision for income taxes                                    1.0      0.9      1.0      0.9
                                                           -------  -------  -------  -------

Net loss                                                   (28.6)%  (99.1)%  (19.3)%  (59.3)%
                                                           =======  =======  =======  =======
</TABLE>


                                      -10-
<PAGE>
RESULTS  OF  OPERATIONS

THE  QUARTER  ENDED DECEMBER 31, 2000 COMPARED TO THE QUARTER ENDED DECEMBER 31,
1999

     Product  Sales.  Total product sales were $8.6 million for the three months
ended December 31, 2000, a decrease of $.9 million or 9.4% from $9.5 million for
the three months ended December 31, 1999.  Sales of Real-Time products decreased
to  $6.7  million  in  the  three month period ended December 31, 2000 from $7.3
million  in  the  three  month  period  ended  December 31, 1999, continuing the
decline  in sales of real-time computer systems. Sales of VOD products decreased
to  $1.8  million  in  the  three month period ended December 31, 2000 from $2.1
million  in the three month period ended December 31, 1999.  The decrease is the
result  of  an  unexpected  delay in an order of VOD products for 3 systems of a
single  multiple  system  operator (MSO) for the three months ended December 31,
2000.

     Service  and  Other  Sales.  Service  revenues decreased to $6.0 million or
20.1%  for  the  three  months ended December 31, 2000 from $7.5 million for the
three  months  ended  December  31,  1999.  The  decline resulted from customers
switching  from  proprietary systems to Concurrent's open systems which are less
expensive  to  maintain,  and  the  cancellation  of  other proprietary computer
maintenance  contracts  as  the  machines  are  removed  from  service.

     Gross  Margin.  Gross  margin decreased 14.1% to $6.7 million for the three
months  ended  December  31,  2000  from $7.8 million for the three months ended
December 31, 1999.  The gross margin as a percentage of sales remained unchanged
at  45.8%  in  the three month period ended December 31, 2000 as compared to the
three  month  period  ended  December  31,  1999.  The gross margin on real-time
service  revenue increased to 45.8% for the three months ended December 31, 2000
compared  to  44.7%  for  the  three months ended December 31, 1999, due to cost
reduction  efforts  made  in  previous  quarters.

     Sales  and  Marketing.  Sales  and  marketing  expenses  decreased  as  a
percentage  of  sales  to  28.0% for the three months ended December 31, 2000 as
compared  to 33.8% for the three months ended December 31, 1999.  These expenses
decreased to $4.1 million in the three month period ended December 31, 2000 from
$5.7  million in the three month period ended December 31, 1999 primarily due to
the  decrease  in  the  Real-Time  Division's  worldwide  sales  and  marketing
personnel.

     Research and Development.  Research and development expenses increased as a
percentage  of  sales to 19.4% in the three month period ended December 31, 2000
from  14.2%  in  the three month period ended December 31, 1999.  These expenses
increased to $2.8 million in the three month period ended December 31, 2000 from
$2.4  million in the three month period ended December 31, 1999 primarily due to
the  growth  in  the  VOD  Division  research  and development personnel and the
additional  development  personnel  as  a  result of the acquisition of Vivid in
October  of  1999.  These  increases  were  partially  offset  by cost reduction
efforts  in  the  Real-Time  Division.

     General  and Administrative.  General and administrative expenses increased
to  26.0%  of sales in the three month period ended December 31, 2000 from 13.5%
in  the three month period ended December 31, 1999.  These expenses increased to
$3.8 million in the three month period ended December 31, 2000 from $2.3 million
in  the  three  month  period  ended  December  31, 1999 primarily due to a $1.2
million  severance  charge recorded in the three month period ended December 31,
2000  related  to  the  resignation  of the Company's Chief Executive Officer in
October,  2000.

     Other.  Included  in  operating  expenses  in  the three month period ended
December  31,  1999  is  a  $14.0  million  non-cash charge for the write-off of
in-process research and development in connection with the acquisition of Vivid.

     Income  Taxes.  The Company recorded income tax expense of $150,000 in each
of  the  three  month  periods  ended December 31, 2000 and December 31, 1999 on
pre-tax  losses  of  $4.0  million  and  $16.6 million, respectively, due to the
inability  to  recognize  the  future tax benefit of the respective period's net
operating  loss.


                                      -11-
<PAGE>
     Net  Loss.  The  Company  recorded  a  net loss of $4.2 million or $.08 per
share  for  the  three  months ended December 31, 2000 compared to a net loss of
$16.8  million  or  $.33 per share for the three months ended December 31, 1999.

THE SIX MONTHS ENDED DECEMBER 31, 2000 COMPARED TO THE SIX MONTHS ENDED DECEMBER
31,  1999

     Product  Sales.  Total  product sales were $18.7 million for the six months
ended  December 31, 2000, an increase of $1.6 million or 9.7% from $17.1 million
for  the six months ended December 31, 1999.  Sales of VOD products increased to
$7.3  million  in the six month period ended December 31, 2000 from $3.2 million
in  the  six  month period ended December 31, 1999.  The increase in VOD product
sales  was  primarily  due  to  higher  sales of video systems to domestic cable
operators,  including  Time  Warner  and Cox Communications.  Sales of Real-Time
products  decreased  to $11.4 million in the six month period ended December 31,
2000  from  $13.9  million  in  the  six  month  period  ended December 31, 1999
continuing the decline in sales of real-time computer systems resulting from the
move  by  our  customers to less expensive off the shelf systems from the legacy
proprietary  systems  sold  by  Concurrent.

     Service  and  Other  Sales.  Service revenues decreased to $12.1 million or
22.0%  for the six months ended December 31, 2000 from $15.5 million for the six
months  ended  December 31, 1999.  The decline resulted from customers switching
from  proprietary  systems to Concurrent's open systems which are less expensive
to  maintain,  and  the  cancellation  of other proprietary computer maintenance
contracts  as  the  machines  are  removed  from  service.

     Gross  Margin.  Gross  margin  decreased  7.4% to $14.3 million for the six
months  ended  December  31,  2000  from  $15.4 million for the six months ended
December 31, 1999.  The gross margin as a percentage of sales decreased to 46.2%
in  the  six  month  period  ended December 31, 2000 from 47.2% in the six month
period  ended December 31, 1999, primarily due to the increase in VOD sales as a
percent  of total product sales and the lower gross margin being realized on VOD
sales  compared  to  real-time  sales.  The  gross  margin  on real-time service
revenue  increased  to 47.3% for the six months ended December 31, 2000 compared
to  46.1%  for  the  six  months  ended December 31, 1999, due to cost reduction
efforts  made  in  previous  quarters.

     Sales  and  Marketing.  Sales  and  marketing  expenses  decreased  as  a
percentage  of  sales  to  26.4%  for  the six months ended December 31, 2000 as
compared  to  31.4%  for the six months ended December 31, 1999.  These expenses
decreased  to  $8.1 million in the six month period ended December 31, 2000 from
$10.3  million  in the six month period ended December 31, 1999 primarily due to
the decrease in the Real-Time Division's worldwide sales and marketing personnel
which  was partially offset by the increase in the number of worldwide sales and
marketing  personnel  and  related  activities  in  the  Company's VOD Division.

     Research and Development.  Research and development expenses increased as a
percentage  of  sales  to  17.7% in the six month period ended December 31, 2000
from  14.2%  in  the  six  month period ended December 31, 1999.  These expenses
increased  to  $5.4 million in the six month period ended December 31, 2000 from
$4.6  million  in  the six month period ended December 31, 1999 primarily due to
the  growth  in  the  VOD  Division  research  and development personnel and the
additional  development  personnel  as  a  result of the acquisition of Vivid in
October  of  1999.  These  increases  were  partially  offset  by cost reduction
efforts  in  the  Real-Time  Division.

     General  and Administrative.  General and administrative expenses increased
to  20.2% of sales in the six month period ended December 31, 2000 from 12.0% in
the  six month period ended December 31, 1999.  These expenses increased to $6.2
million in the six month period ended December 31, 2000 from $3.9 million in the
six  month  period  ended  December  31,  1999  primarily  due to a $1.2 million
severance  charge  recorded  in  the  six  month  period ended December 31, 2000
related  to the resignation of the Company's Chief Executive Officer in October,
2000  as  well  as  the  increase in VOD division management and other executive
corporate  administrative  personnel.


                                      -12-
<PAGE>
     Other.  Included  in  operating  expenses  in  the  six  month period ended
December  31,  1999  is  a  $14.0  million  non-cash charge for the write-off of
in-process  research and development in connection with the acquisition of Vivid
and  a  $2.4  million  restructuring  and  relocation  provision  for  personnel
reduction  costs  in  the Real-Time Division and the relocation of the corporate
headquarters  and  VOD  Division  offices  to  Duluth,  Georgia.

     Income  Taxes.  The Company recorded income tax expense of $300,000 in each
of  the  six  month  periods  ended  December  31, 2000 and December 31, 1999 on
pre-tax  losses  of  $5.7  million  and  $19.0 million, respectively, due to the
inability  to  recognize  the  future tax benefit of the respective period's net
operating  loss.

     Net  Loss.  The  company  recorded  a  net loss of $6.0 million or $.11 per
share for the six months ended December 31, 2000 compared to a net loss of $19.3
million  or  $.38  per  share  for  the  six  months  ended  December  31, 1999.

     ACQUISITION  OF  VIVID  TECHNOLOGY,  INC.

     On  October 28, 1999, the Company acquired Vivid Technology, Inc., a former
competitor  in  the  video-on-demand  industry.  Vivid's interactive stand-alone
video-on-demand  system ("the Vivid VOD system") was specifically being designed
to  integrate  with  the  most  popular  digital  set-top  boxes used by General
Instruments,  a division of Motorola.  The Vivid VOD system was also expected to
be  compatible  with  the  digital  set-top  boxes  used  by other leading cable
operators  such  as Philips, Panasonic and Sony.  The Vivid VOD system was based
on  a  cluster  of  Microsoft Windows NT computers with proprietary hardware and
software  added  to  provide  high video streaming capacity and fault tolerance.
The  Vivid  VOD system was also being designed to eventually provide VOD service
including  pause,  rewind,  and  fast forward VCR-like functions.  The Vivid VOD
system  would  also  provide  necessary  back  office support software for video
content  management,  video  selection  graphical  user  interface,  subscriber
management,  purchase  management,  billing interfaces, content provider account
settlement  and  consumer marketing feedback.  In addition, the Vivid VOD system
was  being  designed  to  support other interactive applications such as on-line
banking,  home  shopping,  merchandising  and on-demand/addressable advertising.

     The  in-process  computer  software  technology  was  estimated  to  be 80%
complete  at  the  date  of  acquisition and was estimated to cost an additional
$650,000  to  complete the VOD system technology project in December of 2000.  A
variety  of  tasks were yet to be completed which would be required in order for
the  Vivid  VOD  system  to  be  deployed  on  a  commercial  basis:

     -    The Content  Manager,  which is used to load movies from studios,  did
          not have the  functionality  necessary  to  create a  royalty  payment
          affidavit  which  is  required  for  the  cable  operators  to pay the
          required  royalties to the movie studios.  Also, the Content  Manager,
          which had been implemented  using a SQL data base, needed to be ported
          to other relational data bases such as Oracle to support high end data
          base applications.
     -    The Resource Manager had been alpha tested;  however, an advanced beta
          test had not been completed  which would validate its ability to scale
          up to the required  number of  subscribers or connections in an actual
          commercial deployment.
     -    The Subscriber  Manager,  which had been implemented  using a SQL data
          base,  needed to be  ported to other  relational  data  bases  such as
          Oracle to support high end data base applications.
     -    The Set Top VOD  application  needed to be tested under  advanced beta
          test  conditions  to ensure that the back  channel  key stroke  system
          performance can fulfill operational requirements.
     -    The Hub Server,  or video pump, needed to be tested under full load in
          an operational environment to ensure stability over an extended period
          of time. The random conditions  resulting from the in home use of tens
          of thousands of subscribers  can only be simulated in an advanced beta
          test which has yet to be performed.


                                      -13-
<PAGE>
     The  method  used  to  allocate the purchase consideration to IPR&D was the
modified  income  approach.  Under  the income approach, fair value reflects the
present  value  of  the  projected free cash flows that will be generated by the
IPR&D  project  and  that  is  attributable  to  the  acquired  technology,  if
successfully completed.  The modified income approach takes the income approach,
modified  to  include  the  following  factors:

     -    Analysis of the stage of completion of each project;
     -    Exclusion  of value  related to  research  and  development  yet-to-be
          completed as part of the on-going IPR&D projects; and
     -    The contribution of existing products/technologies.

     The  projected  revenues  used  in  the income approach were based upon the
incremental  revenues  likely to be generated upon completion of the project and
the  beginning  of  commercial  sales  of  the Vivid VOD system, as estimated by
Company  management  to  begin  in  the  quarter  ending December 31, 2000.  The
projections  assumed  that  the  Vivid  VOD  system  would be successful and the
products'  development  and  commercialization  were as set forth by management.
The  discount  rate  used  in  this  analysis  was  an  after-tax  rate  of 28%.

     Subsequent  to the acquisition date, the Company decided to merge the Vivid
VOD  system  and  the Concurrent VOD system into one standard VOD platform.  The
Company  began  shipping  the  new  hardware platform at the end of  the quarter
ended September 30, 2000.  Initially, the new hardware platform has two software
alternatives, one which is compatible with digital set-top boxes used by General
Instruments,  using  core  software  technology  developed by and purchased from
Vivid,  and  one  which  is  compatible  with  digital  set-top  boxes  used  by
Scientific-Atlanta,  Inc.  Beginning  in  the  first  half of calendar 2001, the
Company  expects to also merge the software solutions into one standard solution
which  will  be  compatible with both General Instruments and Scientific-Atlanta
set-top  boxes.


                                      -14-
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

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

     -    The  actual   versus   anticipated   decline  in  sales  of  real-time
          proprietary systems and service maintenance revenue;
     -    Revenue growth from VOD systems;
     -    Ongoing  cost control  actions and  expenses,  including  for example,
          research and development and capital expenditures;
     -    The margins on the VOD and real-time businesses;
     -    Timing of product  shipments  which  occur  primarily  during the last
          month of the quarter;
     -    The  percentage  of sales derived from outside the United States where
          there are generally longer accounts  receivable  collection cycles and
          which  receivables  are  not  included  in the  borrowing  base of the
          revolving credit facility; and
     -    The  number of  countries  in which the  Company  operates,  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.

     The  Company  used  cash  of  $4.8  million  and  $3.3 million in operating
activities during the six month periods ended December 31, 2000 and December 31,
1999,  respectively,  primarily due to the losses generated by the Company's VOD
business.  On November 3, 2000, the Company entered into a $15 million revolving
credit  facility with Wachovia Bank which expires June 30, 2002 and replaces the
previous  credit  facility  which expired on October 31, 2000.  Borrowings under
the  facility  are  limited  to  85%  of  eligible  accounts receivable and bear
interest  at  between  prime and prime plus .75% or between LIBOR plus 2.25% and
LIBOR  plus  3.00%  depending on the Company's ratio of Consolidated Funded Debt
(as  defined  in  the  credit  facility)  to  EBITDA.  The  Company  has pledged
substantially  all  of its assets as collateral for the facility.  No borrowings
were  outstanding  at  January  31,  2001  or December 31, 2000 under the credit
facility.  The  amount of cash available to borrow under the credit facility was
approximately $3.4 million and $4.8 million at January 31, 2001 and December 31,
2000,  respectively.  The  credit  facility  contains  financial covenants which
limit the ratio of total liabilities to tangible net worth and which require the
Company  to achieve on a quarterly basis minimum EBITDA in each of the Company's
operating divisions. The Company was in violation of its EBITDA covenant for the
quarter  ended  December  31, 2000. However, the bank has waived compliance with
the  EBITDA  covenant  for  the  quarter  ended  December  31,  2000.

     The Company invested $1.8 and $2.2 million in property, plant and equipment
during  the  six  month  periods  ended December 31, 2000 and December 31, 1999,
respectively.  Current  year  capital  expenditures primarily relate to computer
equipment  and  development  equipment  for  the  Company's  VOD  Division.

     The  Company  received $3.3 million in proceeds from the issuance of common
stock  to  employees  and  directors  who exercised stock options during the six
month  period  ended  December  31, 2000 compared to $5.4 million during the six
month  period  ended  December  31,  1999.

     At  December 31, 2000, the Company's working capital was $13.4 million, and
the Company did not have any material commitments for capital expenditures.  The
Company  believes that existing cash balances, the available credit facility and
funds  generated  by  operations  will  be  sufficient  to  meet  the  Company's
anticipated  working  capital  and capital expenditure requirements for the next
twelve  months.


                                      -15-
<PAGE>
              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain  statements  made  in  this  report,  and  other  written  or  oral
statements  made  by  or  on  behalf  of  Concurrent or its representatives, may
constitute  "forward-looking  statements"  within  the  meaning  of  the federal
securities  laws.  When  used  in  this report, the words "believes," "expects,"
"estimates"  and  similar  expressions  are intended to identify forward-looking
statements.  Statements  regarding  future  events  and  developments  and
Concurrent's  future  performance,  as well as its expectations, beliefs, plans,
estimates  or projections relating to the future, are forward-looking statements
within the meaning of these laws.  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
the  Company's  performance  or  results  include,  without  limitation:

     -    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 the  ability  of  the  Company  and  other
          companies to enforce their intellectual property rights;
     -    the pricing and availability of equipment, materials and inventories;
     -    the limited operating history of the VOD segment;
     -    the concentration of the Company's customers;
     -    failure to effectively manage growth;
     -    delays in testing and introductions of new products;
     -    rapid technology changes;
     -    the highly competitive environment in which the Company operates;
     -    the  entry of new  well-capitalized  competitors  into  the  Company's
          markets and other risks and uncertainties.

     Other  important  risk  factors  are  discussed  in  Item 5 of Concurrent's
Quarterly  Report  on  Form  10-Q  for  the  quarter  ended  September 30, 2000,
which  information is hereby incorporated  by  reference  in  this  Form  10-Q.

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


                                      -16-
<PAGE>
ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK

     The  Company  is  exposed to market risk from changes in interest rates and
foreign  currency  exchange  rates.  The  Company  is  exposed  to the impact of
interest  rate  changes  on its short-term cash investments, which are backed by
U.S.  government  obligations,  and other investments in respect of institutions
with  the  highest  credit  ratings, all of which have maturities of 3 months or
less.  These  short-term  investments carry a degree of interest rate risk.  The
Company  believes that the impact of a 10% increase or decline in interest rates
would  not  be  material  to  its  investment  income.

     The  Company  conducts  business in the United States and around the world.
The most significant foreign currency transaction exposures relate to the United
Kingdom,  those  Western  European  countries  that  use  the  Euro  as a common
currency,  Australia and Japan.  The Company does not hedge against fluctuations
in  exchange  rates  and  believes  that  a  hypothetical 10% upward or downward
fluctuation  in  foreign  currency  exchange rates relative to the United States
dollar would not have a material impact on future earnings, fair values, or cash
flows.


                                      -17-
<PAGE>
PART  II     OTHER  INFORMATION

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits:

        (11)     Statement  on  computation  of  per  share  earnings


(b)     Reports  on  Form  8-K.

        None.


                                      -18-
<PAGE>
                                   SIGNATURES


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  amendment  to  the quarterly report for the
quarter  ended  December  31, 2000 to be signed on its behalf by the undersigned
thereunto  duly  authorized.


Date:  July 16, 2001       CONCURRENT  COMPUTER  CORPORATION




                               By:  /s/  Steven  R.  Norton
                                    -------------------------
                                    Steven  R.  Norton
                                    Chief  Financial  Officer
                                    (Principal Financial and Accounting Officer)


                                      -19-
<PAGE>