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 March 31, 2005

                                       or

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

                   For the Transition Period from       to
                                                  -----    -----

                           Commission File No. 0-13150

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

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


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

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

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


Indicate  by  check  mark  whether  the  Registrant:  (1)  has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
Registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.
                                Yes [X]     No[_]

Indicate  by  a  check  mark  whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
                                Yes [X]     No[_]

Number  of  shares  of the Registrant's Common Stock, par value $0.01 per share,
outstanding as of April 27, 2005 was 63,670,885.


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

                                           TABLE OF CONTENTS

                                                                                                 Page
                                                                                                 ----
<S>      <C>                                                                                     <C>
                                    Part I - Financial Information
                                    ------------------------------
Item 1.  Condensed Consolidated Financial Statements                                                2
           Condensed Consolidated Balance Sheets (Unaudited)
           Condensed Consolidated Statements of Operations (Unaudited)
           Condensed Consolidated Statements of Cash Flows (Unaudited)
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations     15
Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                25
Item 4.  Controls and Procedures                                                                   25
                                     Part II - Other Information
                                     ---------------------------
Item 1.  Legal Proceedings                                                                         26
Item 6.  Exhibits                                                                                  26
           EX-31.1 SECTION 302 CERTIFICATION OF CEO
           EX-31.2 SECTION 302 CERTIFIACTION OF CFO
           EX-32.1 SECTION 906 CERTIFICATION OF CEO
           EX-32.2 SECTION 906 CERTIFICATION OF CFO
</TABLE>


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

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

                                                                MARCH 31,    JUNE 30,
                                                                  2005         2004
                                                               -----------  ----------
<S>                                                            <C>          <C>
                               ASSETS
Current assets:
    Cash and cash equivalents                                  $   19,828   $  27,928
    Accounts receivable, less allowance for doubtful
        accounts of $200 at March 31, 2005 and June 30, 2004       18,349      10,192
    Inventories - net                                               6,694       9,617
    Deferred tax asset - net                                          575         517
    Prepaid expenses and other current assets                       1,505         861
                                                               -----------  ----------
        Total current assets                                       46,951      49,115

Property, plant and equipment - net                                 8,968      11,569
Purchased developed computer software - net                           871       1,013
Goodwill                                                           10,744      10,744
Investment in minority owned company                                  140         553
Other long-term assets - net                                        1,426       1,548
                                                               -----------  ----------
        Total assets                                           $   69,100   $  74,542
                                                               ===========  ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses                      $   14,398   $  12,069
    Notes payable to bank, current portion                            934           -
    Deferred revenue                                                6,825      10,668
                                                               -----------  ----------
        Total current liabilities                                  22,157      22,737

Long-term liabilities:
    Deferred revenue                                                2,987       4,117
    Deferred tax liability                                            310         278
    Pension liability                                               1,580       1,372
    Notes payable to bank, less current portion                     1,828           -
    Other                                                             284         312
                                                               -----------  ----------
        Total liabilities                                          29,146      28,816


Stockholders' equity:
    Common stock                                                      637         628
    Capital in excess of par value                                175,806     174,338
    Accumulated deficit                                          (135,371)   (128,712)
    Treasury stock                                                      -         (42)
    Unearned compensation                                          (1,574)       (351)
    Accumulated other comprehensive income (loss)                     456        (135)
                                                               -----------  ----------
        Total stockholders' equity                                 39,954      45,726
                                                               -----------  ----------

Total liabilities and stockholders' equity                     $   69,100   $  74,542
                                                               ===========  ==========
</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 OPERATIONS (UNAUDITED)
                            (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


                                                           THREE MONTHS ENDED        NINE MONTHS ENDED
                                                               MARCH 31,                 MARCH 31,
                                                           2005         2004         2005         2004
                                                        -----------  -----------  -----------  -----------
<S>                                                     <C>          <C>          <C>          <C>
Revenues:
    Product                                             $   14,391   $   18,214   $   40,699   $   48,920
    Service                                                  5,458        5,397       16,504       16,219
                                                        -----------  -----------  -----------  -----------
        Total revenues                                      19,849       23,611       57,203       65,139

Cost of sales:
    Product                                                  5,747        9,643       19,294       22,768
    Service                                                  3,132        3,072        9,904        9,106
                                                        -----------  -----------  -----------  -----------
        Total cost of sales                                  8,879       12,715       29,198       31,874
                                                        -----------  -----------  -----------  -----------

Gross margin                                                10,970       10,896       28,005       33,265

Operating expenses:
    Sales and marketing                                      4,333        4,259       12,897       12,768
    Research and development                                 4,447        5,091       14,299       14,464
    General and administrative                               2,363        2,656        7,144        7,000
                                                        -----------  -----------  -----------  -----------
        Total operating expenses                            11,143       12,006       34,340       34,232
                                                        -----------  -----------  -----------  -----------

Operating loss                                                (173)      (1,110)      (6,335)        (967)

Recovery (impairment loss) of minority investment                -          289         (313)       3,047
Interest income                                                109           97          297          241
Interest expense                                               (75)          (2)         (89)          (8)
Other expense                                                  (36)         (37)        (137)        (191)
                                                        -----------  -----------  -----------  -----------
Income (loss) before income taxes                             (175)        (763)      (6,577)       2,122

Provision (benefit) for income taxes                             2         (700)          68          360
                                                        -----------  -----------  -----------  -----------
Net income (loss)                                       $     (177)  $      (63)  $   (6,645)  $    1,762
                                                        ===========  ===========  ===========  ===========
Net income (loss) per share
        Basic                                           $    (0.00)  $    (0.00)  $    (0.11)  $     0.03
                                                        ===========  ===========  ===========  ===========
        Diluted                                         $    (0.00)  $    (0.00)  $    (0.11)  $     0.03
                                                        ===========  ===========  ===========  ===========
        Weighted average shares outstanding - basic         62,758       62,565       62,728       62,318
                                                        ===========  ===========  ===========  ===========
        Weighted average shares outstanding - diluted       62,758       62,565       62,728       63,259
                                                        ===========  ===========  ===========  ===========
</TABLE>


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


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


                                                                      NINE MONTHS ENDED
                                                                          MARCH 31,
                                                                      2005         2004
                                                                   -----------  -----------
<S>                                                                <C>          <C>
OPERATING ACTIVITIES
Net income (loss)                                                  $   (6,645)  $    1,762
Adjustments to reconcile net income (loss) to net
    cash used in operating activities:
    Reduction in accrual of non-cash warrants, net                          -       (1,084)
    Depreciation and amortization                                       4,055        3,986
    Provision for inventory reserves                                       31          686
    Reversal of provision for bad debts                                     -         (601)
    Non-cash income tax provision                                           -           99
    Impairment (recovery) of minority investments                         313       (3,047)
    Other non cash expenses                                               194           59
    Changes in operating assets and liabilities:
      Accounts receivable                                              (8,157)     (10,506)
      Inventories                                                       2,892       (1,854)
      Prepaid expenses and other current assets                          (574)        (326)
      Other long-term assets                                              222          (93)
      Accounts payable and accrued expenses                             2,329         (794)
      Deferred revenue                                                 (4,973)       4,765
      Pension liability                                                   118        1,584
      Other long-term liabilities                                          21           47
                                                                   -----------  -----------
    Total adjustments to net income (loss)                             (3,529)      (7,079)
                                                                   -----------  -----------
Net cash used in operating activities                                 (10,174)      (5,317)

INVESTING ACTIVITIES
    Net additions to property, plant and equipment                     (1,247)      (3,458)
    Repayment of note receivable from minority owned company                -        3,047
                                                                   -----------  -----------
Net cash used in investing activities                                  (1,247)        (411)

FINANCING ACTIVITIES
    Proceeds from note payable to bank, net of issuance expenses        2,930            -
    Repayment of note payable to bank                                    (238)           -
    Repayment of capital lease obligation                                 (49)         (69)
    Proceeds from sale of treasury stock                                   28            -
    Proceeds from sale and issuance of common stock                        57        1,182
                                                                   -----------  -----------
Net cash provided by financing activities                               2,728        1,113

Effect of exchange rates on cash and cash equivalents                     593         (376)
                                                                   -----------  -----------

Decrease in cash and cash equivalents                                  (8,100)      (4,991)
Cash and cash equivalents at beginning of period                       27,928       30,697
                                                                   -----------  -----------
Cash and cash equivalents at end of period                         $   19,828   $   25,706
                                                                   ===========  ===========

Cash paid during the period for:
    Interest                                                       $       54   $        7
                                                                   ===========  ===========
    Income taxes (net of refunds)                                  $      331   $      408
                                                                   ===========  ===========
</TABLE>


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


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


1.   OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION

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

     Concurrent's  on-demand  product line provides on-demand systems consisting
of  hardware  and  software  as  well  as  integration  services,  primarily  to
residential  cable  companies  that  have  upgraded  their  networks  to support
interactive, digital services.

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

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

     The  condensed, consolidated interim financial statements of Concurrent are
unaudited  and  reflect  all  adjustments  (consisting  of only normal recurring
adjustments)  necessary for a fair statement of Concurrent's financial position,
results of operations and cash flows at the dates and for the periods indicated.
These  financial statements should be read in conjunction with the Annual Report
on  Form  10-K  for  the year ended June 30, 2004. There have been no changes to
Concurrent's  Significant  Accounting Policies as disclosed in the Annual Report
on  Form  10-K  for  the  year  ended  June  30,  2004,  except  as  noted under
"Application  of  Critical  Accounting  Policies"  in  Item  2,  "Management's
Discussion  and  Analysis  of  Financial  Condition  and Results of Operations".
Certain reclassifications have been made to prior year amounts to conform to the
current year presentation. The results reported in these condensed, consolidated
quarterly  financial statements should not be regarded as necessarily indicative
of results that may be expected for the entire year.

   Use of Estimates

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

   Concentration of Credit Risk

     Concurrent  assesses  credit  risk  through  ongoing  credit evaluations of
customers'  financial  condition  and  collateral  is  generally not required in
connection  with  its  products  and  services. As of March 31, 2005, there were
three  customers  that  each accounted for 10% or more of trade receivables. One
customer  accounted  for  $4,522,000,  or  25%  of  trade  receivables, a second
customer  accounted  for  $2,426,000,  or  13% of trade receivables, and a third
customer  accounted  for $1,835,000, or 10% of trade receivables. As of June 30,
2004,  there  were  2  customers  that  each  accounted for 10% or more of trade
receivables.  One customer accounted for $2,715,000, or 26% of trade receivables
and the other accounted for $1,089,000, or 10% of trade receivables.

   Recently Issued Accounting Pronouncements

     In  November  2004,  the  FASB  issued  SFAS No. 151, "Inventory Costs - an
Amendment  of  ARB  No.  43,  Chapter  4". SFAS 151 amends ARB 43, Chapter 4, to
clarify that abnormal amounts of idle facility expense, freight, handling costs,
and wasted materials (spoilage) should be recognized as current period expenses.
In  addition,  SFAS 151 requires that allocation of fixed production overhead to
the  costs  of  conversion  be  based upon the normal capacity of the production
facilities.  The  provisions  of  SFAS  151  are  effective  for inventory costs
incurred during fiscal years beginning after June 15, 2005. The adoption of this
Statement  is  not  expected to have a material impact on Concurrent's financial
position or results of operations.


                                        5
<PAGE>
     In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share Based
Payment".  SFAS  123(R) applies to all share-based payment transactions in which
an  entity  acquires goods and services by issuing its shares, share options, or
other  equity  instruments  or  by incurring liabilities to an employee or other
supplier  (a)  in  amounts based, at least in part, on the price of the entity's
shares or other equity instruments or (b) that require settlement by the issuing
entity's  equity  shares  or other equity instruments. SFAS 123(R) requires that
the  cost  resulting  from all share-based payment transactions be recognized in
the  financial  statements and requires all entities to apply a fair-value-based
measurement  method  in  accounting  for  share-based  payment transactions with
employees. SFAS 123(R) will be effective for annual periods beginning after June
15,  2005.  Concurrent  is  continuing to evaluate and determine the impact SFAS
123(R)  will  have  on  its fiscal 2006 interim and annual financial statements,
beginning with the first quarter of fiscal 2006.

     In  December  2004,  the  FASB  issued  FASB  Staff Position ("FSP") 109-1,
"Application  of  FASB  Statement No. 109", and "Accounting for Income Taxes, to
the  Tax  Deduction  on Qualified Production Activities provided by the American
Jobs  Creation  Act  of  2004"  (the  "Jobs  Act").  FSP 109-1 requires that the
generation  deduction be accounted for as a special tax deduction rather than as
a  tax  rate  reduction. Concurrent is currently assessing the Jobs Act and this
pronouncement,  as  well as the related regulatory treatment, but currently does
not expect a material impact on Concurrent's consolidated financial statements.

     In  December 2004, the FASB issued FSP No.109-2, "Accounting and Disclosure
Guidance  for  the  Foreign  Earnings Repatriation Provision within the American
Jobs  Creation  Act  of  2004."  FSP 109-2 provides guidance under SFAS 109 with
respect  to recording the potential impact of the repatriation provisions of the
Jobs Act on enterprises' income tax expense and deferred tax liability. The Jobs
Act  was  enacted  on  October  22, 2004. FSP 109-2 states that an enterprise is
allowed  time beyond the financial reporting period of enactment to evaluate the
effect  of  the Jobs Act on its plan for reinvestment or repatriation of foreign
earnings for purposes of applying SFAS 109. Concurrent has not yet completed its
evaluation  of  the  impact  of  the  repatriation  provisions  of the Jobs Act.
Accordingly,  as  provided  for  in  FSP  109-2, Concurrent has not adjusted its
income  tax  provision  or  deferred tax liabilities to reflect the repatriation
provisions of the Jobs Act.

     In  December  2004,  the  FASB  issued  SFAS 153, "Exchange of Non-monetary
Assets." SFAS 153 addresses the measurement of exchanges of non-monetary assets.
The  guidance  in APB Opinion No. 29, "Accounting for Non-monetary Transactions"
is  based  on  the  principle  that  exchanges  of non-monetary assets should be
measured  based  on  the fair value of the assets exchanged. The guidance in APB
29,  however, included certain exceptions to that principle. SFAS 153 amends APB
29  to  eliminate the exception for non-monetary exchanges of similar productive
assets  and  replaces  it with a general exception for exchanges of non-monetary
assets  that  do  not  have  commercial  substance.  A non-monetary exchange has
commercial  substance  if  the  future  cash flows of the entity are expected to
change  significantly  as  a result of the exchange. This Statement is effective
for  financial  statements  for  fiscal years beginning after June 15, 2005. The
adoption  of  this  statement  is  not  expected  to  have  a material impact on
Concurrent's consolidated financial statements.

     In  March  2005,  the  FASB  issued  FASB  Interpretation  (FIN)  No.  47,
"Accounting  for Conditional Asset Retirement Obligations - An Interpretation of
FASB  Statement  No.  143". The FASB issued FIN 47 to address diverse accounting
practices that developed with respect to the timing of liability recognition for
legal  obligations associated with the retirement of a tangible long-lived asset
when the timing and/or method of settlement of the obligation are conditional on
a  future  event. FIN 47 concludes that an entity must recognize a liability for
the fair value of a conditional asset retirement obligation when incurred if the
entity  can reasonably estimate the liability's fair value. The adoption of this
Statement  is  not  expected to have a material impact on Concurrent's financial
position or results of operations.

2.   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
(loss)  per  share  is  computed  by  dividing net income (loss) by the weighted
average  number of shares including dilutive common share equivalents. Under the
treasury  stock method, incremental shares representing the number of additional
common  shares that would have been outstanding if the dilutive potential common
shares  had  been  issued  are included in the computation. Diluted earnings per
common  share  assumes exercise of outstanding stock options and vesting of time
and  performance based restricted stock when the effects of such assumptions are
dilutive.  Common  share  equivalents  of  6,727,000 and 6,108,000 for the three
month


                                        6
<PAGE>
periods  ended  March  31,  2005  and 2004, respectively, were excluded from the
calculation  as  their  effect  was  antidilutive.  Common  share equivalents of
6,418,000  and  5,406,000  for  the  nine month periods ended March 31, 2005 and
2004,  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:

<TABLE>
<CAPTION>
         (DOLLARS AND SHARE DATA IN THOUSANDS,                 THREE MONTHS ENDED        NINE MONTHS ENDED
                EXCEPT PER SHARE AMOUNTS)                           MARCH 31,                 MARCH 31,
                                                                2005         2004         2005         2004
                                                             -----------  -----------  -----------  ----------
<S>                                                          <C>          <C>          <C>          <C>
Basic and diluted earnings per share (EPS) calculation:
    Net income (loss)                                        $     (177)  $      (63)  $   (6,645)  $    1,762
                                                             ===========  ===========  ===========  ==========

Basic weighted average number of shares outstanding              62,758       62,565       62,728       62,318
  Effect of dilutive securities:
    Shares issued upon assumed exercise of stock options              -            -            -          800
    Shares issued upon assumed vesting of restricted stock            -            -            -          141
                                                             -----------  -----------  -----------  ----------
Diluted weighted average number of shares outstanding            62,758       62,565       62,728       63,259
                                                             ===========  ===========  ===========  ==========
Basic EPS                                                    $    (0.00)  $    (0.00)  $    (0.11)  $     0.03
                                                             ===========  ===========  ===========  ==========
Diluted EPS                                                  $    (0.00)  $    (0.00)  $    (0.11)  $     0.03
                                                             ===========  ===========  ===========  ==========
</TABLE>

3.   STOCK-BASED COMPENSATION

     At  March  31, 2005, Concurrent had stock-based employee compensation plans
which  are  described  in Note 14 to the annual report on Form 10-K for the year
ended  June  30, 2004. Concurrent accounts for these plans under the recognition
and  measurement  principles of APB Opinion No. 25, "Accounting for Stock Issued
to  Employees," and related interpretations. For the three and nine months ended
March  31,  2005,  Concurrent  recognized $78,000 and $197,000, respectively, of
stock  compensation expense for the issuance of restricted stock awards. For the
three  and  nine  months ended March 31, 2004, Concurrent recognized $19,000 and
$85,000,  respectively,  of  stock  compensation  expense  for  the  issuance of
restricted  stock  awards.  There  is  no other expense for stock options in the
reported  net income (loss) for the three and nine month periods ended March 31,
2005 and 2004. Concurrent issued 1,041,000 shares of restricted stock during the
nine  months ended March 31, 2005 and initially recorded $1,946, 000 of unearned
compensation  as  a  contra-equity  account,  which  will  be amortized over the
vesting  period. A portion of the restricted stock vests over time and a portion
vests  based  upon  performance  criteria.  Because a portion of this restricted
stock  plan  is  performance  based,  that  portion  must be accounted for using
variable  accounting,  requiring  interim  estimates  of  compensation  expense.
Interim  measures  of  compensation  expense  are  based on a combination of the
fair-value  of the stock as of the end of the reporting period and an assessment
of  whether  the performance criteria will ultimately be met. The changes in the
unearned  compensation  during  the  nine  months  ended  March 31, 2005 were as
follows (in thousands):

<TABLE>
<CAPTION>
<S>                                        <C>
Unearned compensation, June 30, 2004       $  (351)
    Issuance of restricted stock            (1,946)
    Retirement of restricted stock             621
    Amortization of unearned compensation      197
    Revaluation of performance shares          (95)
                                           --------
Unearned compensation, March 31, 2005      $(1,574)
                                           ========
</TABLE>

     In accordance with SFAS No. 148, "Accounting for Stock Based Compensation -
Transition  and  Disclosure  -  An  Amendment  of  FASB  Statement No. 123," the
following  table illustrates the effect on net income (loss) and earnings (loss)
per  share  if  Concurrent  had applied the fair value recognition provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation," to stock-based employee
compensation:


                                        7
<PAGE>
<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED        NINE MONTHS ENDED
                                                       MARCH 31,                 MARCH 31,
                                                   2005         2004         2005         2004
                                                -----------  -----------  -----------  -----------
<S>                                             <C>          <C>          <C>          <C>
Net income (loss) as reported                   $     (177)  $      (63)  $   (6,645)  $    1,762

  Deduct: Total stock-based employee
    compensation expense determined under
    the fair value method, net of related taxes       (805)      (1,093)      (2,584)      (3,157)
                                                -----------  -----------  -----------  -----------
  Pro forma net income (loss)                   $     (982)  $   (1,156)  $   (9,229)  $   (1,395)
                                                ===========  ===========  ===========  ===========
Net income (loss) per share:

  Basic- as reported                            $    (0.00)  $    (0.00)  $    (0.11)  $     0.03
                                                ===========  ===========  ===========  ===========
  Basic-pro forma                               $    (0.02)  $    (0.02)  $    (0.15)  $    (0.02)
                                                ===========  ===========  ===========  ===========
  Diluted-as reported                           $    (0.00)  $    (0.00)  $    (0.11)  $     0.03
                                                ===========  ===========  ===========  ===========
  Diluted-pro forma                             $    (0.02)  $    (0.02)  $    (0.15)  $    (0.02)
                                                ===========  ===========  ===========  ===========
</TABLE>

     The  weighted-average assumptions used for the three months ended March 31,
2005, and 2004 were: expected dividend yield of 0.0% for both periods; risk-free
interest  rate of 4.3% and 3.1%, respectively; expected life of 6 years for both
periods;  and  an  expected  volatility  of  92.0% and 110.6%, respectively. The
weighted-average  assumptions used for the nine months ended March 31, 2005, and
2004  were: expected dividend yield of 0.0% for both periods; risk-free interest
rate  of 3.9% and 3.3%, respectively; expected life of 6 years for both periods;
and an expected volatility of 97.5% and 111.2%, respectively.

     Because  additional option grants are expected to be made in the future and
options  vest  over  several  periods,  the  above pro forma disclosures are not
representative  of  pro  forma  effects on reported net income (loss) for future
periods.

4.   REVENUE RECOGNITION AND RELATED MATTERS

     On-demand  and  real-time  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  recognizes
revenue  from  on-demand  and  real-time  sales  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,  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 evidence 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.


                                        8
<PAGE>
5.   INVENTORIES

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

<TABLE>
<CAPTION>
                     MARCH 31,   JUNE 30,
                       2005        2004
                    ----------  ---------
<S>                 <C>         <C>
Raw materials, net  $    5,255  $   7,361
Work-in-process            938      1,229
Finished goods             501      1,027
                    ----------  ---------
                    $    6,694  $   9,617
                    ==========  =========
</TABLE>

     At March 31, 2005 and June 30, 2004, some portion of Concurrent's inventory
was  in excess of the current requirements based upon the planned level of sales
for future years. Accordingly, Concurrent had inventory valuation allowances for
raw  materials  of $2.0 million and $3.0 million which would reduce the value of
the  inventory  to its estimated net realizable value at March 31, 2005 and June
30, 2004, respectively.

6.   INVESTMENTS IN AND RECEIVABLE FROM MINORITY OWNED COMPANIES

     In  March  2002,  Concurrent purchased a 14.4% equity ownership interest in
Thirdspace  Living  Limited  ("Thirdspace"). Concurrent invested $4.0 million in
cash  and  the  equivalent  of  $3.0 million in its common stock in exchange for
1,220,601  series  C shares of Thirdspace. In addition to the equity investment,
Concurrent  also  loaned  Thirdspace $6.0 million in exchange for two $3 million
long-term  notes  receivable.  In  fiscal year 2003, Concurrent recorded a $13.0
million  net  impairment  charge due to an "other-than-temporary" decline in the
market  value  of the investment in Thirdspace. In May 2003, Thirdspace sold the
majority  of its assets to Alcatel Telecom Ltd. As a result of the sale of these
certain  assets,  Concurrent received proceeds in fiscal 2004 that were recorded
as  a  reduction  to  the impairment loss in the line item "Recovery (impairment
loss) of minority investment."

     In  the  nine  months  ended  March  31,  2004,  Concurrent received in the
aggregate, $3.0 million in proceeds as a result of the sale of certain assets of
Thirdspace.  During  the  remainder  of  fiscal  2004,  Concurrent  received  an
additional  $56,000  in  proceeds  as  a  result  of the sale of the majority of
Thirdspace's  remaining assets. Thirdspace's only significant remaining asset is
a  right  to  40%  of amounts recovered by nCube Corporation, now part of C-Cor,
Incorporated  ("nCube"),  if  any,  from  the  lawsuit  brought by nCube against
SeaChange  International,  Inc., alleging patent infringement. The likelihood of
collecting this asset, and the amount and timing of such collection is uncertain
and  as  a  result Concurrent has not recorded the gain contingency. Pursuant to
the sale of the assets of Thirdspace to Alcatel, Concurrent believes that it has
the  right  to  the  first  approximately $3.0 million of such recovery, if any.
Beyond  any  such recovery, Concurrent does not anticipate further cash proceeds
related to the liquidation of Thirdspace's remaining assets.

     In April 2002, Concurrent invested cash of $553,000 in Everstream Holdings,
Inc.  ("Everstream") in exchange for 480,770 shares of Series C Preferred stock,
giving  Concurrent  a  4.9%  ownership  interest. Everstream is a privately held
company  specializing  in  broadband  advertising  systems,  operations and data
warehousing  software and related integration services. Concurrent is accounting
for  its investment in the Series C Preferred stock of Everstream using the cost
method because Concurrent does not believe it exercises significant influence on
Everstream. During the nine months ended March 31, 2005, Concurrent became aware
of  circumstances  that provide evidence of an "other than temporary" impairment
of  Concurrent's  investment in Everstream, in accordance with EITF 03-01. Based
upon  an  evaluation  of  the  investment  in  Everstream  during  this  period,
Concurrent  recorded  an  impairment  charge  of  $413,000  in  the Statement of
Operations,  under  the  line  item,  "Recovery  (impairment  loss)  of minority
investment", and reduced its "Investment in minority owned company" to $140,000.
Should  there  be  evidence of further impairment in the future; Concurrent will
record additional impairment charges related to this investment.


                                        9
<PAGE>
7.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

<TABLE>
<CAPTION>
                                       MARCH 31,   JUNE 30,
                                         2005       2004
                                      ----------  ---------
<S>                                   <C>         <C>
Accounts payable, trade               $    6,674  $   3,487
Accrued payroll, vacation, severance
  and other employee expenses              4,344      5,420
Warranty accrual                             755      1,122
Other accrued expenses                     2,625      2,040
                                      ----------  ---------
                                      $   14,398  $  12,069
                                      ==========  =========
</TABLE>

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

<TABLE>
<CAPTION>
<S>                            <C>
Balance at June 30, 2004       $1,122
Charged to costs and expenses     316
Deductions                       (683)
                               -------
Balance at March 31, 2005      $  755
                               =======
</TABLE>

8.   COMPREHENSIVE INCOME

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

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED         NINE MONTHS ENDED
                                                        MARCH 31,                 MARCH 31,
                                                   2005         2004         2005         2004
                                                -----------  -----------  -----------  -----------
<S>                                             <C>          <C>          <C>          <C>
Net income (loss)                               $     (177)  $      (63)  $   (6,645)  $    1,762

Other comprehensive income:
  Foreign currency translation income (loss)          (335)        (188)         591         (174)
                                                -----------  -----------  -----------  -----------
Total comprehensive income (loss)               $     (512)  $     (251)  $   (6,054)  $    1,588
                                                ===========  ===========  ===========  ===========
</TABLE>


                                       10
<PAGE>
9.   PRODUCT LINE AND GEOGRAPHIC INFORMATION

     During  the three month period ended March 31, 2005, Concurrent changed its
management  structure  and reportable segments. Concurrent is now operating as a
united company by consolidating the real-time and on-demand operating divisions.
During  the  three  months  ended  March  31, 2005, the divisional structure was
officially  consolidated  under  a  functional  organization  with real-time and
on-demand product lines. Effective March 31, 2005, Concurrent operates under one
segment,  in  accordance  with  SFAS  131,  "Disclosure  about  Segments  of  an
Enterprise  and  Related  Information."  As a result of the change in reportable
segment, Concurrent has recast the following information to provide product line
and  service information, as well as geographic information, for each applicable
period.

     The  following  summarizes  the  revenues,  costs  of sales, and margins by
product  line  and  service for the three and nine month periods ended March 31,
2005 and March 31, 2004, respectively (dollars in thousands):

<TABLE>
<CAPTION>
                                THREE MONTHS ENDED        NINE MONTHS ENDED
                                    MARCH 31,                 MARCH 31,
                                2005         2004         2005         2004
                             -----------  -----------  -----------  -----------
<S>                          <C>          <C>          <C>          <C>
Revenues:
    Real-time systems        $    7,499   $    4,964   $   19,194   $   14,955
    On-demand systems             6,892       13,250       21,505       33,965
    Service                       5,458        5,397       16,504       16,219
                             -----------  -----------  -----------  -----------
        Total revenues       $   19,849   $   23,611   $   57,203   $   65,139

Cost of sales:
    Real-time systems        $    2,693   $    1,909   $    7,677   $    5,893
    On-demand systems             3,054        7,734       11,617       16,875
    Service                       3,132        3,072        9,904        9,106
                             -----------  -----------  -----------  -----------
        Total cost of sales  $    8,879   $   12,715   $   29,198   $   31,874

Gross margin:
    Real-time system margin  $    4,806   $    3,055   $   11,517   $    9,062
    On-demand system margin       3,838        5,516        9,888       17,090
    Service margin                2,326        2,325        6,600        7,113
                             -----------  -----------  -----------  -----------
        Total margin         $   10,970   $   10,896   $   28,005   $   33,265

Gross margin
    Real-time system margin        64.1%        61.5%        60.0%        60.6%
    On-demand system margin        55.7%        41.6%        46.0%        50.3%
    Service margin                 42.6%        43.1%        40.0%        43.9%
                             -----------  -----------  -----------  -----------
        Total gross margin         55.3%        46.1%        49.0%        51.1%
</TABLE>


                                       11
<PAGE>
The  following summarizes the revenues by geographic locations for the three and
nine  month  periods  ended  March  31,  2005  and  March 31, 2004, respectively
(dollars in thousands):

<TABLE>
<CAPTION>
                                      THREE MONTHS ENDED      NINE MONTHS ENDED
                                           MARCH 31,              MARCH 31,
                                       2005        2004        2005        2004
                                    ----------  ----------  ----------  ----------
<S>                                 <C>         <C>         <C>         <C>
United States                       $   12,725  $   19,848  $   40,860  $   54,837

    Japan                                4,937       1,324       7,962       2,981
    Other Asia Pacific countries           260         852       1,918       2,488
                                    ----------  ----------  ----------  ----------
Asia Pacific                             5,197       2,176       9,880       5,469

Europe                                   1,880       1,461       6,157       4,461

Other foreign countries                     47         126         306         372
                                    ----------  ----------  ----------  ----------
        Total revenue               $   19,849  $   23,611  $   57,203  $   65,139
                                    ==========  ==========  ==========  ==========
</TABLE>

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

<TABLE>
<CAPTION>
              THREE MONTHS ENDED      NINE MONTHS ENDED
                   MARCH 31,              MARCH 31,
               2005        2004        2005        2004
            ----------  ----------  ----------  ----------
<S>         <C>         <C>         <C>         <C>
Customer A         20%         12%         18%         14%
Customer B         16%          0%          8%          0%
Customer C         12%         35%         15%         31%
Customer D          5%         17%          6%          9%
Customer E          3%          4%          3%         12%
</TABLE>

10.  ISSUANCE AND ACCRUAL OF NON-CASH WARRANTS

     Comcast Cable Communications Inc. Warrants

     On  March 29, 2001, Concurrent entered into a definitive purchase agreement
with Comcast Cable, providing for the purchase of on-demand products. As part of
that  agreement  Concurrent  agreed  to issue warrants to purchase shares of its
common stock based upon the volume of purchases of Concurrent's products.

     Through  March  31,  2004,  the  expiration  date of the agreement, Comcast
earned  a  total  of  268,543 warrants, which have all been issued and expire at
various  dates  through June 4, 2008. These warrants are exercisable over a four
year  term  and  have  exercise  prices  between  $2.62 and $15.02. All of these
warrants were outstanding as of March 31, 2005.

     Concurrent  recognized  the  value  of  the  warrants  over the term of the
agreement  as Comcast purchased additional on-demand servers from Concurrent and
made  the  service  available to its customers. As this agreement expired during
fiscal  2004,  Concurrent  did  not  recognize any increase in, or reduction to,
revenue  during  the  three and nine month periods ended March 31, 2005. For the
three  and  nine  month  periods  ended  March  31,  2004, Concurrent recognized
$194,000  and $237,000, respectively, as a reduction in revenue for the warrants
that were earned during those respective periods.

     As of March 31, 2004, Concurrent determined the value of the warrants using
the Black-Scholes valuation model. The weighted-average assumptions used for the
three  months  ended  March  31,  2004  were:  expected  dividend yield of 0.0%;
risk-free  interest  rate  of  2.5%;  expected  life of 4 years; and an expected
volatility of 111.0%.


                                       12
<PAGE>
     The  exercise  prices  of  the warrants are subject to adjustment for stock
splits,  combinations,  stock  dividends,  mergers,  and  other  similar
recapitalization  events. The exercise prices are also subject to adjustment for
issuance  of additional equity securities at a purchase price less than the then
current  fair  market value of Concurrent's common stock. The exercise prices of
the warrants issued to Comcast equaled the average closing price of Concurrent's
common  stock  for  the 30 trading days prior to the applicable warrant issuance
date  and  will  be  exercisable  over  a  four-year term. As the agreement with
Comcast  expired  on  March 31, 2004, Concurrent is no longer obligated to issue
any  additional  warrants  to  Comcast.  The  warrants issued to Comcast did not
exceed  1%  of  Concurrent's  outstanding  shares  of  common  stock.

     Scientific Atlanta, Inc. Warrants

     In  accordance  with  a  five  year  definitive  agreement  with Scientific
Atlanta,  Inc.  ("SAI")  executed  in August of 1998, Concurrent agreed to issue
warrants  to  SAI upon achievement of pre-determined revenue targets. Concurrent
accrued  for  this cost as a part of cost of sales at the time of recognition of
applicable revenue. Concurrent issued warrants to purchase 261,164 of its common
stock  to  SAI  upon  reaching the first $30 million threshold on April 1, 2002,
exercisable  at  $7.106  per share over a four-year term, all of which are still
outstanding as of March 31, 2005. These warrants expire on April 1, 2006.

     The five year definitive agreement with SAI expired on August 17, 2003, and
at  that  time  Concurrent  had  not reached the second $30 million threshold of
revenue  using  the  SAI  platform. As a result, Concurrent was not obligated to
issue  warrants  under the agreement regarding the second $30 million threshold,
and accordingly, reversed $1.3 million of expense in the nine months ended March
31, 2004, which had been previously accrued in anticipation of reaching the next
$30  million  threshold. This reversal was recorded in on-demand product cost of
sales.

11.  TERM LOAN AND REVOLVING CREDIT FACILITY

     On  December  23,  2004,  Concurrent executed a Loan and Security Agreement
("Credit  Agreement")  with  Silicon  Valley  Bank ("SVB"). The Credit Agreement
provides  for  a  two  year  maximum  of  $10,000,000  revolving  credit  line
("Revolver")  and a three year $3,000,000 term loan ("Term Loan") and is secured
by substantially all of the assets of Concurrent. Based on the borrowing formula
and  Concurrent's  financial  position  as of March 31, 2005, $3.9 million would
have  been available to Concurrent under the Revolver. The Revolver and the Term
Loan  expire  on  December  23,  2006, and December 23, 2007, respectively. Both
agreements  can  be  terminated earlier upon a default, as defined in the Credit
Agreement. The Credit Agreement was filed on February 4, 2005 as Exhibit 10.1 to
our  Form  10-Q. As of March 31, 2005, Concurrent had no amounts drawn under the
Revolver and the balance of the Term Loan was as follows:

<TABLE>
<CAPTION>
                           MARCH 31,   JUNE 30,
                             2005       2004
                          ----------  ---------
<S>                       <C>         <C>
Term note                 $    2,762  $       -
Less current portion             934          -
                          ----------  ---------
    Total long-term debt  $    1,828  $       -
                          ==========  =========
</TABLE>

     Interest  on  all outstanding amounts under the Revolver is payable monthly
at  the  prime rate (5.75% at March 31, 2005) plus 3.25% per annum, and interest
on  all  outstanding amounts under the Term Loan is payable monthly at a rate of
8.0%  per  annum.  The  Term Loan is repayable in 36 equal monthly principal and
interest  installments  of $94,000 and the outstanding principal of the Revolver
is  due  on  December  23,  2006,  unless  the Revolver is terminated earlier in
accordance with its terms.

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


                                       13
<PAGE>
12.  RETIREMENT PLANS

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

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED         NINE MONTHS ENDED
                                                               MARCH 31,                 MARCH 31,
                                                           2005         2004         2005         2004
                                                        -----------  -----------  -----------  -----------
<S>                                                     <C>          <C>          <C>          <C>
Service cost                                            $        7   $       99   $       20   $      280
Interest cost                                                   53          312          154          881
Expected return on plan assets                                 (23)        (215)         (66)        (608)
Amortization of unrecognized net transition obligation           8          (19)          24          (54)
Amortization of unrecognized prior service benefit               -            7            -           19
Recognized actuarial loss                                        1          108            2          304
                                                        -----------  -----------  -----------  -----------
Net periodic benefit cost                               $       46   $      292   $      134   $      822
                                                        ===========  ===========  ===========  ===========
</TABLE>

     Concurrent  contributed  $21,000  and  $60,000  to  its German Subsidiary's
defined  benefit  plan  during  the  three and nine months ended March 31, 2005,
respectively,  and  expects  to  make  similar  contributions  during the fourth
quarter  of  fiscal  2005.  Concurrent  contributed  $98,000 and $276,000 to its
German  and  UK  Subsidiaries'  defined  benefit plans during the three and nine
months ended March 31, 2004, respectively.

     Concurrent  maintains  a  retirement  savings  plan,  available  to  U.S.
employees,  which  qualifies as a defined contribution plan under Section 401(k)
of  the  Internal Revenue Code. During the three months ended March 31, 2005 and
2004,  Concurrent  contributed $156,000 and $266,000 to this plan, respectively.
During  the  nine  months  ended March 31, 2005 and 2004, Concurrent contributed
$670,000 and $762,000 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 five years, contingent upon their continued employment with Concurrent.
During  the  three  months ended March 31, 2005 and 2004, Concurrent contributed
$103,000  and  $15,000  to  the  Stakeholder Plan, respectively. During the nine
months  ended  March  31,  2005  and  2004,  Concurrent contributed $334,000 and
$24,000 to this plan, respectively.

13.  COMMITMENTS AND CONTINGENCIES

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

14.  SUBSEQUENT  EVENT

     On  May  4,  2005, the Board of Directors (the "Board") of Concurrent, upon
recommendation  of  the  Board's Compensation and Audit Committees, approved the
accelerated  vesting  of certain unvested and "out-of-the-money" options held by
current  employees  and  officers  (the  "Acceleration").  The  Board  did  not
accelerate  vesting  of  any  options held by the Chief Executive Officer or any
directors.  The  accelerated  options  had been granted under the Company's 1991
Restated  Stock  Option  Plan  and  the  Company's  2001  Stock  Option  Plan
(collectively, the "Plans").

     As  a  result  of the Acceleration, the affected unvested options are those
which  had  exercise  prices  of greater than $2.10 per share. The closing sales
price  of  the  Company's  common  stock on the NASDAQ National market on May 4,
2005,  the  effective  date  of  the  Acceleration,  was  $1.68. Pursuant to the
Acceleration,  options  granted  under  the  Plans to purchase approximately 1.3
million shares of the Company's common stock that would otherwise have vested at
various times within the next four years became fully vested. The options have a
range of exercise prices of $2.12 to $14.85. As a result of the Board's decision
to  approve  the  Acceleration,  each  agreement  for  options  subject  to  the
Acceleration  is  deemed  to  be  amended  to reflect the Acceleration as of the
effective date, but all other terms and conditions of each such option agreement
remain in full force and effect.

     The  decision  to  initiate  the  Acceleration  under  the Plans, which the
Company believes to be in the best interest of the Company and its shareholders,
was  made  primarily  to  reduce  compensation expense that might be recorded in
future  periods  following  the  Company's adoption on July 1, 2005 of Financial
Accounting  Standards  Board  ("FASB")  Statement  No. 123, "Share-Based Payment
(revised 2004)" ("SFAS 123(R)").  The Company currently accounts for stock-based
compensation using the provisions of Accounting Principles Board Opinion No. 25,
"Accounting  for  Stock  Issued  to  Employees," under which the Company has not
recognized  any  compensation  expense for its stock option grants.  SFAS 123(R)
will  require the Company to record compensation expense equal to the fair value
of all equity-based compensation over the vesting period of each such award.  As
a  result of the Acceleration under the Plans, the Company expects to reduce its
aggregate  compensation  expense  related  to  the  Acceleration  by  a total of
approximately  $2.7  million  before taxes over the next four years (the vesting
period  for the accelerated options).  This estimate is subject to change and is
based  on  approximated  value calculations using the Black-Scholes methodology.
The  Company  will disclose the pro forma effect of this compensation expense in
the  pro  forma  footnote  disclosure  in its fiscal year 2005 annual report, as
permitted  under  the  transition  guidance  provided  by  the  FASB.


                                       14
<PAGE>
ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS

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

OVERVIEW

     During  the  nine  months ended March 31, 2005, we used approximately $10.2
million in cash and cash equivalents from operations, and ended the quarter with
$19.8  million in cash and cash equivalents, after borrowing $3.0 million in the
form  of  a term loan. During the nine months ended March 31, 2004, we used $5.3
million in cash and cash equivalents from operations, and ended the quarter with
$25.7 million, after recovering $3.0 million in proceeds from the liquidation of
Thirdspace.  The  increased  use  of cash from operations during the nine months
ended  March  31,  2005  compared  to  the  nine  months ended March 31, 2004 is
primarily  due  to  changes  in  working capital and operating losses during the
year.  Also,  our  cash usage increased due to the recognition of revenue during
the  period  on  shipments  for  which the cash was received in the prior fiscal
year.  In  an attempt to reduce the cash used in operating activities and reduce
our  breakeven  point,  we  undertook  actions during this fiscal year to reduce
operating  expenses  that  included  the termination of approximately 12% of our
workforce  and  reducing  our  capital  expenditures. For the three month period
ended March 31, 2005, we used $3.2 million of cash from operations due to timing
of inventory purchases and collection of receivables. See further discussions in
the  "Liquidity  and  Capital  Resources"  section  of  this document. In recent
quarters,  we  have  seen  a  shift  in  on-demand revenue from large, new North
American  on-demand  deployments  to  a  healthy  mix  of  new  international
deployments,  and  expansions  of streams, ingest, and storage with smaller, new
North American on-demand deployments.

     In  this fiscal year, we have recorded costs associated with Sarbanes-Oxley
Section  404 compliance. In this quarter we spent approximately $0.3 million and
invested  significant  man  hours. In the upcoming quarter we expect to spend an
additional  $0.2  million  on  404 compliance work and we believe management and
other employees will continue to devote considerable time to this project.

     We are now operating as a united company by consolidating the real-time and
on-demand operating divisions. During the three months ended March 31, 2005, the
divisional structure was officially consolidated under a functional organization
with real-time and on-demand product lines. Effective March 31, 2005, we operate
under one segment, in accordance with SFAS 131, "Disclosure about Segments of an
Enterprise  and  Related  Information."  As a result of the change in reportable
segments,  the  following  Management's  Discussion  and  Analysis  of Financial
Condition will reflect this unified reporting structure.

     On  May  4, 2005, the Board of Directors of Concurrent, upon recommendation
of  the  Board's  Compensation  and  Audit  Committees, approved the accelerated
vesting  of  all unvested and "out-of-the-money" options priced above $2.10 held
by  current employees and officers.  The Board did not accelerate vesting of any
options  held  by the Chief Executive Officer or any directors.  Pursuant to the
Acceleration,  options  granted  under  the  Plans to purchase approximately 1.3
million shares of the Company's common stock that would otherwise have vested at
various times within the next four years became fully vested. The options have a
range of exercise prices of $2.12 to $14.85.  See further discussions in Note 14
of  the  "Notes  to  Condensed  Consolidated  Financial  Statements."

     Other  trends  in  our  business are detailed in our latest Form 10-K filed
September 7, 2004.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

     The  SEC  defines  "critical  accounting  policies"  as  those that require
application  of  management's  most  difficult, subjective or complex judgments,
often as a result of the need to make estimates about the effect of matters that
are inherently uncertain and may change in subsequent periods.

     For  a  complete  description  of  our critical accounting policies, please
refer  to  the  "Application of Critical Accounting Policies" in our most recent
Form  10-K,  filed  on September 7, 2004. The following details an update to the
critical accounting policies since the filing of our most recent Form 10-K.


                                       15
<PAGE>
   Stock-Based Compensation Costs

     We have stock-based employee compensation plans and account for these plans
using  Accounting  Principles Board Opinion No. 25, "Accounting for Stock Issued
to  Employees",  and related interpretations. During the nine months ended March
31,  2005,  we  issued  restricted stock awards, a portion of which is part of a
multi-year  restricted  stock  performance  plan.  Because  a  portion  of  this
restricted  stock  plan is performance based, that portion must be accounted for
using  variable accounting, requiring interim estimates of compensation. Interim
measures  of  compensation  are  based on a combination of the fair-value of the
stock  as  of  the  end of the reporting period and an assessment of whether the
performance  criteria  will ultimately be met. To the extent that the fair value
of  our  stock  fluctuates  and  our  assessments  of  achieving the performance
criteria  change,  cost  of  sales  and  operating expenses may be positively or
negatively impacted.

SELECTED OPERATING DATA AS A PERCENTAGE OF TOTAL REVENUE

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

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED      NINE MONTHS ENDED
                                                        MARCH 31,               MARCH 31,
                                                    2005        2004        2005        2004
                                                 ----------  ----------  ----------  ----------
<S>                                              <C>         <C>         <C>         <C>
                                                       (Unaudited)            (Unaudited)
Revenues (% of total sales):
    Product                                           72.5%       77.1%       71.1%       75.1%
    Service                                           27.5        22.9        28.9        24.9
                                                 ----------  ----------  ----------  ----------
        Total revenues                               100.0       100.0       100.0       100.0

Cost of sales (% of respective sales category):
    Product                                           39.9        52.9        47.4        46.5
    Service                                           57.4        56.9        60.0        56.1
                                                 ----------  ----------  ----------  ----------
        Total cost of sales                           44.7        53.9        51.0        48.9
                                                 ----------  ----------  ----------  ----------

Gross margin                                          55.3        46.1        49.0        51.1

Operating expenses:
    Sales and marketing                               21.8        18.0        22.5        19.6
    Research and development                          22.4        21.6        25.0        22.3
    General and administrative                        11.9        11.2        12.5        10.7
                                                 ----------  ----------  ----------  ----------
            Total operating expenses                  56.1        50.8        60.0        52.6
                                                 ----------  ----------  ----------  ----------

Operating loss                                        (0.8)       (4.7)      (11.0)       (1.5)

Recovery (loss) of minority investment                   -         1.3        (0.6)        4.7
Interest income - net                                  0.2         0.4         0.3         0.4
Other expense - net                                   (0.3)       (0.2)       (0.2)       (0.3)
                                                 ----------  ----------  ----------  ----------
Income (loss) before income taxes                     (0.9)       (3.2)      (11.5)        3.3

Provision (benefit) for income taxes                   0.0        (2.9)        0.1         0.6
                                                 ----------  ----------  ----------  ----------
Net income (loss)                                    (0.9)%      (0.3)%     (11.6)%        2.7%
                                                 ==========  ==========  ==========  ==========
</TABLE>


                                       16
<PAGE>
<TABLE>
<CAPTION>
                              RESULTS OF OPERATIONS

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


                                        THREE MONTHS ENDED
                                            MARCH 31,
                                     ------------------------
     (DOLLARS IN THOUSANDS)             2005         2004        $CHANGE     % CHANGE
                                     -----------  -----------  -----------  ----------
<S>                                  <C>          <C>          <C>          <C>
Product revenues                     $   14,391   $   18,214   $   (3,823)     (21.0)%
Service revenues                          5,458        5,397           61         1.1%
                                     -----------  -----------  -----------  ----------
          Total revenues                 19,849       23,611       (3,762)     (15.9)%

Product cost of sales                     5,747        9,643       (3,896)     (40.4)%
Service cost of sales                     3,132        3,072           60         2.0%
                                     -----------  -----------  -----------  ----------
          Total cost of sales             8,879       12,715       (3,836)     (30.2)%
                                     -----------  -----------  -----------  ----------

Product gross margin                      8,644        8,571           73         0.9%
Service gross margin                      2,326        2,325            1         0.0%
                                     -----------  -----------  -----------  ----------
          Total gross margin             10,970       10,896           74         0.7%

Operating expenses:
  Sales and marketing                     4,333        4,259           74         1.7%
  Research and development                4,447        5,091         (644)     (12.6)%
  General and administrative              2,363        2,656         (293)     (11.0)%
                                     -----------  -----------  -----------  ----------
          Total operating expenses       11,143       12,006         (863)      (7.2)%
                                     -----------  -----------  -----------  ----------

Operating loss                             (173)      (1,110)         937      (84.4)%

Recovery of minority investment               -          289         (289)       NM
Interest income - net                        34           95          (61)     (64.2)%
Other expense                               (36)         (37)           1       (2.7)%
                                     -----------  -----------  -----------  ----------
Income (loss) before income taxes          (175)        (763)         588      (77.1)%

Provision for income taxes                    2         (700)         702        NM
                                     -----------  -----------  -----------  ----------
Net loss                             $     (177)  $      (63)  $     (114)      181.0%
                                     ===========  ===========  ===========  ==========
</TABLE>

(1)  NM denotes percentage is not meaningful


                                       17
<PAGE>
     Product  Sales.  Total  product  sales for the three months ended March 31,
2005  were  $14.4  million,  a decrease of approximately $3.8 million, or 21.0%,
from  $18.2  million  for the three months ended March 31, 2004. The decrease in
product  sales  resulted  from  the  $6.4  million,  or 48.0%, decrease in total
on-demand product sales to $6.9 million in the quarter ended March 31, 2005 from
$13.3  million  in  the  quarter ended March 31, 2004. The decrease in on-demand
product  sales  was  primarily  due to reduced roll-outs of new systems in North
America  and  the  timing  of  certain orders during the quarter ended March 31,
2005,  as compared to the same period of the prior year. This reduction in North
American  domestic on-demand product revenue was partially offset by an increase
in  international  sales  volume  during  the  quarter ended March 31, 2005 that
resulted  in  a $3.6 million increase in on-demand product revenue, primarily in
Asia,  compared  to  the  third quarter of the prior fiscal year. 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. We believe that we will be able to maintain or increase
our  share  of  the  North American cable market and also capture a share of the
video-over-DSL  market  in  both  the United States and internationally, in part
through our partnership with Alcatel. We also anticipate that the erosion of the
price  per  stream  that  has occurred over the past 5 years will not exceed the
declining cost of goods sold.

     Partially  offsetting  the  decrease  in on-demand product sales, real-time
product sales increased approximately $2.5 million, or 51.1%, to $7.5 million in
the  quarter  ended  March 31, 2005 from $5.0 million in the quarter ended March
31,  2004.  The  increase  in  real-time  product  sales  is primarily due to an
increase  in  revenue  from domestic customers due to expanded product offerings
and  increasing  demand  for  our  Linux based products. Over the past year, our
real-time  segment  has  integrated  software  applications  from  strategic
partnerships  that  we  believe  will enable it to expand beyond its traditional
customer  base.  Based on this initiative, we expect to maintain market share in
our  traditional  real-time  markets  and  expect to capture market share in new
markets  needing  our  system  solutions.

     Service  Revenue.  Service revenue increased $0.1 million, or 1.1%, to $5.5
million  for  the  three  months  ended March 31, 2005 from $5.4 million for the
three  months  ended  March  31, 2004. Service revenue associated with on-demand
products  increased approximately $0.9 million, or 55.0%, to $2.4 million in the
quarter  ended  March  31, 2005 from $1.6 million in the quarter ended March 31,
2004, as the on-demand segment continues to recognize maintenance, installation,
and  training  revenue on our expanding base of on-demand market deployments. As
the  warranty  agreements  that  typically  accompany  the  initial  sale  and
installation  of  our on-demand systems expire, we expect to sell new, long-term
maintenance  agreements.  Because  of  these  anticipated  new  agreements,  our
expanding  deployment  base  and  the increasing software component of our total
on-demand  solution,  we  expect  service sales related to on-demand products to
continue to increase.

     The  increase  in  service  revenue  associated with on-demand products was
partially  offset by approximately a $0.8 million, or 20.9%, decrease in service
revenue  associated with real-time products to $3.0 million in the quarter ended
March  31,  2005  from $3.8 million in the quarter ended March 31, 2004. Service
revenue associated with real-time products continued to decline primarily due to
the  cancellation  of maintenance contracts as legacy machines were removed from
service and, to a lesser extent, from customers purchasing our new products that
produce  significantly  less  service revenue. We expect this trend of declining
service for real-time products to continue into the foreseeable future.

     Product Gross Margin. Product gross margin was $8.6 million for both of the
three  month  periods  ended  March 31, 2005 and 2004. Product gross margin as a
percentage  of  product  sales increased to 60.1% in the quarter ended March 31,
2005  from 47.1% in the quarter ended March 31, 2004 primarily because on-demand
product  gross margin increased to 55.7% from 41.6% of on-demand product revenue
for  the same respective periods. The increase in on-demand product gross margin
is  due  to  a  more  favorable  domestic  product mix and strong margins on the
growing  international  on-demand revenue, as compared to the same period of the
prior  fiscal  year.  The  increase  in  product  margins  also results from the
increase  in  real-time  product margins to 64.1% in the quarter ended March 31,
2005  from  61.5% in the quarter ended March 31, 2004. The increase in real-time
product margins is due to a more favorable product mix, as compared to the prior
year quarter.

     Service  Gross  Margin.  The gross margin on service sales remained at $2.3
million  for  each  of the three months ended March 31, 2005 and 2004. Margin as
percentage  of  service  sales declined to 42.6% in the three months ended March
31, 2005 from 43.1% of service revenue in the three months ended March 31, 2004.
The  decline  in service margins is primarily due to a current quarter severance
expense. Severance expense of $0.3


                                       18
<PAGE>
million  recorded  in the quarter ended March 31, 2005 resulted from a reduction
in  international  service  personnel  as we have scaled down our infrastructure
necessary to fulfill declining real-time contractual obligations. The decline in
contractual  obligations  results from the cancellation of maintenance contracts
as  legacy machines are removed from service and replaced with machines that are
simpler  to maintain. This increase in severance expense was partially offset by
a  reduction  in  salaries,  wages, and benefits resulting from scaling down our
service  infrastructure.  We  will  continue to scale down the real-time service
infrastructure  in  response  to  this  trend of declining real-time contractual
service obligations.

     Sales  and Marketing. Sales and marketing expenses remained at $4.3 million
during  each of the three months ended March 31, 2005 and 2004. During the three
months  ended  March  31,  2005,  commission  expense  increased $0.2 million as
compared  to  the  three  months ended March 31, 2004 due to strong sales in the
Asia-Pacific  market.  This  increase  in  commission expense was offset by $0.2
million  in savings from scaling back our international presence specifically in
Spain and China over the previous twelve months.

     Research  and Development. Research and development expenses decreased $0.6
million,  or 12.6% to $4.5 million in the three months ended March 31, 2005 from
$5.1  million  in the three months ended March 31, 2004. During the three months
ended  March  31, 2005, we spent $0.4 million less on development subcontractors
and  engineers  that  had  previously  been  used  to  meet software development
requirements  for  customers'  business  management  functionality,  resource
management  and  client  system  monitoring as a result of increases in both our
customer  base  and  deployment base over the previous few years. In addition to
the  decreasing  personnel  costs,  we  also  spent $0.2 million less in product
certification  costs  during  the  quarter ended March 31, 2005, compared to the
same  period  of  the prior year. We expect that software development costs will
continue  to  stabilize  and  flatten  over the next few years, as we reduce our
number  of  software  platforms and improve the stability of our software in the
field.

     General  and  Administrative. General and administrative expenses decreased
$0.3 million, or 11.0%, to $2.4 million in the three months ended March 31, 2005
from  $2.7  million in same period of the prior year. This decrease is primarily
due  to  a  $0.4  million  decrease  in legal fees resulting from the prior year
successful  defense  of  a  lawsuit  brought by SeaChange International alleging
defamation.  We  also reduced administrative salaries, wage and benefits by $0.1
million  in  the  current  quarter  as a result of the company-wide reduction in
force and cost savings initiative in the current fiscal year. These decreases in
general  and  administrative  expenses  were  partially offset by a $0.3 million
increase  in  accounting  services  primarily  attributable  to  the  additional
internal and external audit work required for compliance with the Sarbanes-Oxley
Act of 2002, as compared to the three months ended March 31, 2004.

     Recovery  of  Minority  Investment.  During  the third quarter of the prior
fiscal year, we received $0.3 million in cash from the continued monetization of
the  Thirdspace assets and settlement of its liabilities. We did not receive any
further proceeds during the three months ended March 31, 2005.

     Provision  for  Income Taxes. We recorded no significant income tax expense
for  our  domestic and foreign subsidiaries in the quarter ended March 31, 2005.
For  the  quarter  ended  March  31,  2004, we recorded an income tax benefit of
$700,000. During the three months ended March 31, 2004, the provision for United
States federal income taxes previously recorded during the first two quarters of
the  fiscal  year  was  reversed  due to an anticipated loss for tax purposes in
fiscal  2004  and  foreign  income and withholding taxes of $64,000 was recorded
during  the  quarter,  resulting  in  a net benefit of $700,000 during the three
months ended March 31, 2004.

     Net  Loss.  The net loss for the three months ended March 31, 2005 was $0.2
million  or  $0.00  per basic and diluted share compared to the net loss for the
three months ended March 31, 2004 of $0.1 million or $0.00 per basic and diluted
share.


                                       19
<PAGE>
<TABLE>
<CAPTION>
THE NINE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE NINE MONTHS ENDED MARCH 31, 2004


                                                      NINE MONTHS ENDED
                                                           MARCH 31,
                                                    ------------------------
          (DOLLARS IN THOUSANDS)                       2005         2004        $CHANGE     % CHANGE
                                                    -----------  -----------  -----------  ----------
<S>                                                 <C>          <C>          <C>          <C>
Product revenues                                    $   40,699   $   48,920   $   (8,221)     (16.8)%
Service revenues                                        16,504       16,219          285         1.8%
                                                    -----------  -----------  -----------  ----------
          Total revenues                                57,203       65,139       (7,936)     (12.2)%

Product cost of sales                                   19,294       22,768       (3,474)     (15.3)%
Service cost of sales                                    9,904        9,106          798         8.8%
                                                    -----------  -----------  -----------  ----------
          Total cost of sales                           29,198       31,874       (2,676)      (8.4)%
                                                    -----------  -----------  -----------  ----------

Product gross margin                                    21,405       26,152       (4,747)     (18.2)%
Service gross margin                                     6,600        7,113         (513)      (7.2)%
                                                    -----------  -----------  -----------  ----------
          Total gross margin                            28,005       33,265       (5,260)     (15.8)%

Operating expenses:
  Sales and marketing                                   12,897       12,768          129         1.0%
  Research and development                              14,299       14,464         (165)      (1.1)%
  General and administrative                             7,144        7,000          144         2.1%
                                                    -----------  -----------  -----------  ----------
          Total operating expenses                      34,340       34,232          108         0.3%
                                                    -----------  -----------  -----------  ----------

Operating loss                                          (6,335)        (967)      (5,368)       NM

Recovery (impairment loss) of minority investment         (313)       3,047       (3,360)       NM
Interest income - net                                      208          233          (25)     (10.7)%
Other expense                                             (137)        (191)          54      (28.3)%
                                                    -----------  -----------  -----------  ----------
Income (loss) before income taxes                       (6,577)       2,122       (8,699)       NM

Provision for income taxes                                  68          360         (292)     (81.1)%
                                                    -----------  -----------  -----------  ----------
Net income (loss)                                   $   (6,645)  $    1,762   $   (8,407)       NM
                                                    ===========  ===========  ===========  ==========
</TABLE>

(1)  NM denotes percentage is not meaningful

     Product Sales. Total product sales for the nine months ended March 31, 2005
were  $40.7  million,  a  decrease of approximately $8.2 million, or 16.8%, from
$48.9  million for the nine months ended March 31, 2004. The decrease in product
sales  resulted  from  a  $12.5 million, or 36.7%, decrease in on-demand product
sales  to  $21.5  million during the nine months ended March 31, 2005 from $34.0
million  during  the nine months ended March 31, 2004. The decrease in on-demand
product sales was due to fewer products sold in the North American market during
the  nine  months  ended  March  31, 2005, as compared to the same period of the
prior  year.  This reduction in domestic on-demand product revenue was partially
offset by an increase in international sales volume during the nine months ended
March  31,  2005  that  resulted  in  a  $6.3  million increase in international
on-demand  product revenue, compared to the nine months ended March 31, 2004. We
believe  that  we  will  be  able to maintain or increase our share of the North
American  cable  market and also capture a share of the video-over-DSL market in
both  the United States and internationally in part through our partnership with
Alcatel.  We  also  anticipate that the erosion of the price per stream that has
occurred  over  the  past  5  years will not exceed the decline in cost of goods
sold.


                                       20
<PAGE>
     Partially  offsetting  the  decrease  in on-demand product sales, real-time
product  sales  increased approximately $4.2 million, or 28.3%, to $19.2 million
during  the  nine months ended March 31, 2005 from $15.0 million during the same
period  of  the prior year. The increase in real-time product sales is due to an
increase  in  product  volume to both domestic and international customers. Over
the  past  year,  we  have  integrated  software  applications  from  strategic
partnerships  that  we  believe  will enable us to expand beyond our traditional
customer  base  for  real-time  products. Based on this initiative, we expect to
maintain market share in our traditional real-time markets and expect to capture
market share in new markets needing our system solutions.

     Service  Revenue. Service revenue increased $0.3 million, or 1.8%, to $16.5
million for the nine months ended March 31, 2005 from $16.2 million for the nine
months  ended March 31, 2004. Service revenue associated with on-demand products
increased  approximately $2.6 million, or 62.2%, to $6.9 million during the nine
months  ended  March  31, 2005 from $4.2 million in the same period of the prior
fiscal  year,  as  the  on-demand  segment  continues  to recognize maintenance,
installation,  and  training  revenue  on our expanding base of on-demand market
deployments.  As  the  warranty  agreements that typically accompany the initial
sale  and  installation  of our on-demand systems expire, we expect to sell new,
long-term  maintenance  agreements. Because of these anticipated new agreements,
our  expanding  deployment  base  and increasing software component of our total
on-demand  solution,  we  expect  service sales related to on-demand products to
continue to increase.

     The  increase  in  service  revenue  associated  with on-demand product was
partially  offset by approximately a $2.3 million, or 19.5%, decrease in service
revenue associated with real-time product to $9.7 million during the nine months
ended  March  31, 2005 from $12.0 million in the same period of the prior fiscal
year.  Real-time  related  service revenue continued to decline primarily due to
the  cancellation  of maintenance contracts as legacy machines were removed from
service and, to a lesser extent, from customers purchasing our new products that
produce  significantly  less  service revenue. We expect this trend of declining
real-time service revenue to continue into the foreseeable future.

     Product  Gross  Margin. Product gross margin was $21.4 million for the nine
months  ended  March  31, 2005, a decrease of $4.8 million, or 18.2%, from $26.2
million  for  the  nine  months  ended March 31, 2004. Product gross margin as a
percentage  of  product  sales decreased to 52.6% in the nine months ended March
31,  2005  from 53.5% in the nine months ended March 31, 2004, primarily because
on-demand  product  gross  margin  decreased  to  46.0%  from 50.3% of on-demand
product  revenue  for  the  same  respective  periods. The decrease in on-demand
product gross margin is primarily due to the 3.9% favorable impact on prior year
margins  resulting  from a $1.3 million expense reversal for warrants previously
accrued  for  Scientific  Atlanta,  Inc.  In addition, current year margins were
negatively  impacted  due  to an incentive discount provided to one of our North
American  cable customers who upgraded its older on-demand systems to our fourth
generation  architecture and as well as changes in product mix. The gross margin
on  sales of real-time product decreased to 60.0% in the nine months ended March
31,  2005  from  60.6%  in  the  nine  months ended March 31, 2004 due to a less
favorable product mix, as compared to the same period of the prior fiscal year.

     Service  Gross  Margin.  The  gross  margin on service sales decreased $0.5
million,  or  7.2%,  to  $6.6  million,  or 40.0% of service revenue in the nine
months  ended  March  31, 2005 from $7.1 million, or 43.9% of service revenue in
the  nine  months  ended  March  31,  2004.  The  decline  in service margins is
primarily  due  to  severance  expense  incurred  in the current year. Severance
expense  of  $0.6  million  recorded  in  the  nine  months ended March 31, 2005
resulted  from a reduction in domestic and international service personnel as we
have  scaled  down  our  infrastructure necessary to fulfill declining real-time
contractual  service obligations. The decline in contractual service obligations
results  from  the  cancellation of maintenance contracts as legacy machines are
removed  from  service  and replaced with machines that are simpler to maintain.
This  increase  in  severance  expense  was  partially  offset by a reduction in
salaries,  wages,  and  benefits  resulting  from  scaling  down  our  service
infrastructure.  We  will  continue  to  scale  down  the  real-time  service
infrastructure  in  response  to  this  trend of declining real-time contractual
service  obligations.  In  addition, we expect to realize increased efficiencies
from the combination of our on-demand and real-time service groups.

     Sales  and  Marketing. Sales and marketing expenses increased $0.1 million,
or 1.0%, to $12.9 million during the nine months ended March 31, 2005 from $12.8
million  in  the  same  period of the prior year, primarily due to an additional
$0.4  million  of commissions resulting from sales growth in Europe and Asia. In
addition,  we  incurred  $0.4  million  of  domestic and international severance
expense  related  to  a  reduction in force initiative during the current fiscal
year.  The  increase  in  severance  and  international  commission expense were
partially


                                       21
<PAGE>
offset  by a company-wide $0.4 million decrease in salaries, wages and benefits,
and $0.2 million decrease in travel, both due to the reduction in force and cost
savings initiative in the current fiscal year.

     Research  and Development. Research and development expenses decreased $0.2
million,  or  1.1%, to $14.3 million during the nine months ended March 31, 2005
from  $14.5 million in the same period of the prior fiscal year. During the nine
months ended March 31, 2005, we incurred $0.3 million less cost from development
subcontractors  and  engineers  that  had  previously been used to meet software
development requirements. In addition to the decreasing personnel costs, we also
incurred $0.2 million less in product certification costs during the nine months
ended  March  31,  2005,  compared  to  the same period of the prior year. These
decreasing  costs  were partially offset by $0.2 million of additional severance
expense  associated  with the reduction in development personnel. We expect that
software development  costs will continue to stabilize and flatten over the next
few  years,  as  we  reduce  our  number  of  software platforms and improve the
stability of our software in the field.

     General  and  Administrative. General and administrative expenses increased
$0.1  million,  or  2.1%, to $7.1 million during the nine months ended March 31,
2005 from $7.0 million in same period of the prior fiscal year. This increase in
general  and  administrative  expense  is partly due to prior year non recurring
expense  activity.  During  the  nine-months  ended March 31 of the prior fiscal
year,  we  reversed  $0.6  million  of bad debt reserve. This prior year expense
reversal  was partially offset by $0.5 million in non-recurring prior year legal
fees  resulting  primarily  from  the successful defense of a lawsuit brought by
SeaChange  International  alleging  defamation.  In  addition to this prior year
activity, during the nine months ended March 31, 2005, we incurred an additional
$0.4  million  in  accounting services. These services related to the additional
internal and external audit work required for compliance with the Sarbanes-Oxley
Act  of  2002.  Partially offsetting the increase in accounting fees, we reduced
administrative  salaries,  benefits, and incentive compensation by approximately
$0.2 million in the current quarter as a result of the company-wide reduction in
force  and  cost  savings  initiative  in  the  current  fiscal  year.

     Recovery  (Impairment  Loss) of Minority Investment. During the nine months
ended  March 31, 2005, we became aware of circumstances that provide evidence of
an "other than temporary" impairment of our investment in Everstream. Based upon
an evaluation of the investment in Everstream during this period, we recorded an
impairment  charge  of  $413,000  and  reduced our "Investment in minority owned
company"  to  $140,000.  Should  there  be evidence of further impairment in the
future, we will record additional impairment charges related to this investment.

     During  the  nine  months  ended March 31, 2004 we received $3.0 million in
cash  from continued monetization of the Thirdspace assets and settlement of its
liabilities.  An  additional  $0.1  million  recovery  of  Thirdspace assets was
recognized  in  the  nine  months ended March 31, 2005, partially offsetting the
$413,000 Everstream impairment charge.

     Provision for Income Taxes. We recorded income tax expense for our domestic
and foreign subsidiaries of $68,000 during the nine months ended March 31, 2005,
which  is  related  primarily  to foreign withholding taxes and income earned in
foreign  locations,  which cannot be offset by net operating loss carryforwards.
For the same period of the prior fiscal year, we recorded income tax expense for
our  domestic  and  foreign  subsidiaries  of  $0.4  million.  This  expense was
primarily  attributable  to  U.S.  federal  income  tax  that  was offset by net
operating losses originating prior to our quasi-reorganization in November 1991.
For  accounting  purposes,  the  benefit  from  the  utilization  of  the  pre
quasi-reorganization  net operating losses must be recognized directly in equity
rather than through the income statement.

     Net  Income  (Loss).  The net loss for the nine months ended March 31, 2005
was $6.6 million or $0.11 per basic and diluted share compared to net income for
the  nine  months  ended  March  31,  2004 of $1.8 million or $.03 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:


                                       22
<PAGE>
     -    the  rate  of  growth,  if  any,  of  new on-demand market deployments
          and  the  pace at which domestic and international cable companies and
          telephone companies implement on-demand technology;

     -    the  rate  of  growth,  if  any,  of expansions of previously deployed
          on-demand systems;

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

     -    revenues from real-time systems;

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

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

     -    our ability to raise additional capital, if necessary;

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

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

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

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

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

     We  used  $10.2  million  of cash from operating activities during the nine
months  ended  March  31, 2005 compared to using $5.3 million of cash during the
same  period  of  the  prior year. The increased use of cash from operations was
primarily  due  to  changes  in  working capital and operating losses during the
current year.

     We  invested  $1.2 million in property, plant and equipment during the nine
months  ended  March  31,  2005  compared to $3.5 million during the nine months
ended  March  31,  2004.  Capital additions during each of these periods related
primarily  to product development and testing equipment, demonstration equipment
and  equipment  loans  to  our on-demand customers. We expect to continue at the
same level of capital additions during the remainder of this fiscal year.

     In  the  prior  fiscal  year,  we  received $3.0 million from the continued
liquidation of Thirdspace during the nine month period ended March 31, 2004.

     During  the  quarter ended December 31, 2004, we executed a Loan and Credit
Agreement with Silicon Valley Bank. The Credit Agreement provides for a two year
$10  million  revolving credit line and a three year $3 million term loan. As of
March  31,  2005,  we had no amounts drawn under the Revolver and had drawn down
the entire $3.0 million, net of repayments, under the Term Loan. Interest on all
outstanding  amounts  under  the  Revolver  is payable monthly at the prime rate
(5.75%  at March 31, 2005) plus 3.25% per annum, and interest on all outstanding
amounts  under the Term Loan is payable monthly at a rate of 8.0% per annum. The
Term  Loan  is repayable in 36 equal monthly principal and interest installments
of  $94,000 and the outstanding principal of the Revolver is due on December 23,
2006, unless the Revolver is terminated earlier in accordance with its terms.

     In  addition,  the  Credit  Agreement contains certain financial covenants,
including  required  financial  ratios  and  a  minimum  tangible net worth, and
customary restrictive covenants concerning our operations. As of March 31, 2005,
we  were  in compliance with these covenants. Based on the borrowing formula and
our  financial  position  as  of  March  31,  2005, $3.9 million would have been
available to us under the Revolver.

     As  part  of  our  cost reduction initiative implemented during the current
fiscal  year,  we  anticipate  reducing  our breakeven point. If revenues do not
reach these breakeven levels or our cost reduction efforts are not as successful
as  planned, then we will continue to use cash. Our working capital has declined
from  $43.5  million  at June 30, 2002 to $24.8 million at March 31, 2005, which
includes $3.0 million drawn under our new Credit


                                       23
<PAGE>
Agreement.  If  our  on-demand revenue does not increase and stabilize in future
periods,  we will continue to use cash in operating activities, which will cause
working  capital to further decline. If this situation continues, we may need to
raise  additional funds through an offering of stock or debt, in addition to our
Credit  Agreement  with  the  bank. We cannot be certain that we will be able to
obtain additional financing on favorable terms, if at all.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

     Our  only  significant  contractual  obligations  and commitments relate to
repayment  of  a  three  year Term Loan that was funded during the quarter ended
December  31,  2004  and  certain  operating  leases  for  sales,  service  and
manufacturing  facilities  in  the  United  States,  Europe and Asia. The future
payments  required  under  our  Term Loan and operating lease obligations, as of
March 31, 2005, are as follows:

<TABLE>
<CAPTION>
                                                          PAYMENTS DUE BY FISCAL YEAR
                                   -------------------------------------------------------------------------
                                                             (DOLLARS IN THOUSANDS)
CONTRACTUAL OBLIGATIONS                TOTAL          2005         2006-2007      2008-2009     THEREAFTER
---------------------------------  -------------  -------------  -------------  -------------  -------------
<S>                                <C>            <C>            <C>            <C>            <C>
Note payable to bank               $       2,762  $         226  $       1,988  $         548  $           -
Interest payments - note
payable to bank                              329             55            261             13              -
Operating leases                           8,466            676          4,585          2,474            731
                                   -------------  -------------  -------------  -------------  -------------
    Total contractual obligations  $      11,557  $         957  $       6,834  $       3,035  $         731
                                   =============  =============  =============  =============  =============
</TABLE>

     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
quarterly  report  include,  but  are  not  limited  to, our pricing trends, our
expected  cash  position,  our  expectations of market share and growth, and our
international  opportunities  with  Alcatel.  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:  our  ability  to  keep  our  customers  satisfied;  availability of
video-on-demand  content; delays or cancellations of customer orders; changes in
product  demand;  economic conditions; various inventory risks due to changes in
market  conditions;  uncertainties  relating to the development and ownership of
intellectual  property; uncertainties relating to our ability and the ability of
other  companies  to enforce their intellectual property rights; the pricing and
availability  of  equipment, materials and inventories; the concentration of our
customers;  failure  to  effectively  manage  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  highly competitive environment in which we operate
and  predatory  pricing  pressures; failure to effectively service the installed
base;  the  entry  of  new  well-capitalized  competitors  into our markets; the
success  of  new on-demand and real-time products; financing for working capital
needs;  the  availability  of  Linux  software  in light of issues raised by SCO
Group;  capital  spending  patterns  by  a  limited  customer base; and customer
obligations that could impact revenue recognition.

     Other  important  risk  factors  are discussed in our Annual Report on Form
10-K for the fiscal year ended June 30, 2004.

     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.


                                       24
<PAGE>
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

ITEM 4.   CONTROLS AND PROCEDURES

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

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

     We  are  currently  undergoing  a  comprehensive  effort in preparation for
compliance  with  Section  404  of  the  Sarbanes-Oxley Act of 2002. This effort
includes  the  documentation,  testing and review of our internal controls under
the  direction  of  senior management. During the course of these activities, we
have identified certain internal control issues which senior management believes
need  to  be  improved.  As  a  result,  we  are  evaluating  and  implementing
improvements to our internal controls over financial reporting and will continue
to  do  so.  These  improvements  include  further formalization of policies and
procedures,  improved segregation of duties, improved reporting of financial and
contractual  matters by our international subsidiaries, and improved information
technology  system controls. Our financial reporting information systems require
a  significant  level of manual controls to ensure the accurate reporting of our
results  of  operations and financial position. Further, we cannot be certain as
to  the timing of completion of our testing and our ongoing remediation efforts.
Accordingly,  remediated  controls  may  not  be  in place for a sufficient time
period  over  which  to  assess  effectiveness,  and  our evaluation of internal
controls  may  not  be  completed  in time for our external auditors to complete
their  assessment  on  a  timely  basis.  If  we are not able to comply with the
requirements  of Section 404 in a timely manner, the reliability of our internal
controls over financial reporting may be impacted.


                                       25
<PAGE>
PART II   OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     From  time  to  time,  we  may be involved in litigation relating to claims
arising out of our ordinary course of business. We are not presently involved in
any material litigation, but are involved in various other legal proceedings. We
believe  that any liability that may arise as a result of these proceedings will
not have a material adverse effect on our financial condition.

<TABLE>
<CAPTION>
ITEM 6.   EXHIBITS
<S>          <C>

   3.1    -  Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant's
             Registration Statement on Form S-2 (No. 33-62440)).
   3.2    -  Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant's
             Quarterly report on Form 10-Q for the quarter 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 quarter 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 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).
 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.
          -  Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
32.1**       Section 906 of the Sarbanes-Oxley Act of 2002.
          -  Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
32.2**       Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

     *    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.


                                       26
<PAGE>
                                   SIGNATURES


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


Date:  May 5, 2005                  CONCURRENT COMPUTER CORPORATION


                                    By:  /s/ Greg Wilson
                                       ---------------------
                                    Greg Wilson
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                       27
<PAGE>
<TABLE>
<CAPTION>
                                                       EXHIBIT INDEX
                                                       -------------

<S>          <C>
   3.1    -  Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant's
             Registration Statement on Form S-2 (No. 33-62440)).
   3.2    -  Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant's
             Quarterly report on Form 10-Q for the quarter 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 quarter 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 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).
 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.
</TABLE>

     *    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.


                                       28