SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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


                                   FORM 10-Q/A


           (Mark  One)

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

                          For  the  Quarter  Ended  March  31,  2001

                                              or

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

                       For the Transition Period from ____     to  ____


                             Commission File No. 0-13150
                                    _____________

                          CONCURRENT COMPUTER CORPORATION


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


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


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


Number  of  shares  of the Registrant's Common Stock, par value $0.01 per share,
outstanding  as  of  April  30,  2001  was  55,057,413.


<PAGE>

<TABLE>
<CAPTION>
PART  I     FINANCIAL  INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS

                         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,
                                            2001      2000      2001      2000
                                          --------  --------  --------  ---------
                                          RESTATED  RESTATED  RESTATED  RESTATED
                                            (see      (see      (see      (see
                                          Note 13)  Note 13)  Note 13)  Note 13)
<S>                                       <C>       <C>       <C>       <C>
Revenues:
  Product sales
    Real-time systems                     $ 6,028   $ 6,367   $17,477   $ 20,220
    Video-on-demand systems                10,349     3,703    17,618      6,912
                                          --------  --------  --------  ---------
      Total product sales                  16,377    10,070    35,095     27,132
  Service and other                         5,704     6,950    17,831     22,494
                                          --------  --------  --------  ---------
      Total                                22,081    17,020    52,926     49,626

Cost of sales
  Real-time and video-on-demand systems     8,744     5,235    18,945     14,068
  Service and other                         3,127     3,995     9,518     12,375
                                          --------  --------  --------  ---------
      Total                                11,871     9,230    28,463     26,443
                                          --------  --------  --------  ---------

Gross margin                               10,210     7,790    24,463     23,183

Operating expenses:
  Sales and marketing                       4,059     4,728    12,198     14,978
  Research and development                  2,925     2,685     8,374      7,316
  General and administrative                2,551     2,707     8,793      6,617
  Cost of purchased in-process research
    and development                             -         -         -     14,000
  Relocation and restructuring                  -         -         -      2,367
                                          --------  --------  --------  ---------
      Total operating expenses              9,535    10,120    29,365     45,278
                                          --------  --------  --------  ---------

Operating income (loss)                       675    (2,330)   (4,902)   (22,095)

Interest income - net                          60        53        77        136
Other non-recurring income                      -         -         -        761
Other expense - net                           (14)      (19)     (106)      (124)
                                          --------  --------  --------  ---------

Income (loss) before income taxes             721    (2,296)   (4,931)   (21,322)

Provision for income taxes                    150       150       450        450
                                          --------  --------  --------  ---------

Net income (loss)                         $   571   $(2,446)  $(5,381)  $(21,772)
                                          ========  ========  ========  =========

Net income (loss) per share
      Basic                               $  0.01   $ (0.05)  $ (0.10)  $  (0.42)
                                          ========  ========  ========  =========
      Diluted                             $  0.01   $ (0.05)  $ (0.10)  $  (0.42)
                                          ========  ========  ========  =========
</TABLE>


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


                                      -1-
<PAGE>

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


                                                                     MARCH 31,    JUNE 30,
                                                                       2001         2000
                                                                    -----------  ----------
                                                                      RESTATED    RESTATED
                                                                        (see        (see
                                                                      Note 13)    Note 13)
<S>                                                                 <C>          <C>
Current assets:
    Cash and cash equivalents                                       $    5,998   $  10,082
    Accounts receivable - net                                           18,686      12,907
    Inventories                                                          9,155       5,621
    Prepaid expenses and other current assets                            2,270       2,381
                                                                    -----------  ----------
        Total current assets                                            36,109      30,991
Property, plant and equipment - net                                     10,437      11,314
Purchased developed computer software                                    1,631       1,773
Goodwill - net                                                          11,052      11,981
Other long-term assets - net                                               337       1,019
                                                                    -----------  ----------
        Total assets                                                $   59,566   $  57,078
                                                                    ===========  ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses                           $   13,877   $  13,297
    Deferred revenue                                                     5,391       2,608
                                                                    -----------  ----------
        Total current liabilities                                       19,268      15,905

Long-term Liabilities:
    Deferred revenue                                                     1,140           -
    Other                                                                2,681       2,902
                                                                    -----------  ----------
        Total liabilities                                               23,089      18,807

Stockholders' equity:
    Common stock                                                           550         538
    Capital in excess of par value                                     140,040     135,394
    Accumulated deficit after eliminating accumulated deficit of
        $81,826 at December 31, 1991, date of quasi-reorganization    (101,952)    (96,571)
    Treasury stock                                                         (58)        (58)
    Accumulated other comprehensive loss                                (2,103)     (1,032)
                                                                    -----------  ----------
        Total stockholders' equity                                      36,477      38,271
                                                                    -----------  ----------

Total liabilities and stockholders' equity                          $   59,566   $  57,078
                                                                    ===========  ==========
</TABLE>


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


                                      -2-
<PAGE>

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


                                                                  NINE MONTHS ENDED
                                                                       MARCH 31,
                                                                    2001      2000
                                                                  --------  ---------
                                                                  RESTATED  RESTATED
                                                                    (see      (see
                                                                  Note 13)  Note 13)
<S>                                                               <C>       <C>
OPERATING ACTIVITIES
Net loss                                                          $(5,381)  $(21,772)
Adjustments to reconcile net loss to net
  cash used in operating activities:
  Write-off of in-process research and development                      -     14,000
  Accrual of non-cash warrants                                        759          -
  Depreciation, amortization and other                              4,394      4,528
  Other non cash expenses                                           1,821      1,001
  Changes in operating assets and liabilities (net of effect of
    business acquired):
     Accounts receivable                                           (6,282)    (2,326)
     Inventories                                                   (4,847)      (523)
     Prepaid expenses and other current assets                        111       (558)
     Other long-term assets                                           530       (483)
     Accounts payable and accrued expenses                            580      1,941
     Deferred revenue                                               3,923       (565)
     Other long-term liabilities                                     (168)      (133)
                                                                  --------  ---------
  Total adjustments to net loss                                       821     16,882
                                                                  --------  ---------
Net cash used in operating activities                              (4,560)    (4,890)

INVESTING ACTIVITIES
  Net additions to property, plant and equipment                   (2,467)    (3,297)
  Proceeds from sale of facility                                        -      1,223
  Other                                                                 -         76
                                                                  --------  ---------
Net cash used in investing activities                              (2,467)    (1,998)

FINANCING ACTIVITIES
  Net repayment of capital lease obligation                           (53)         -
  Proceeds from sale and issuance of common stock                   3,892      6,552
                                                                  --------  ---------
Net cash provided by financing activities                           3,839      6,552

Effect of exchange rates on cash and cash equivalents                (896)      (443)
                                                                  --------  ---------
Decrease in cash and cash equivalents                              (4,084)      (779)
Cash and cash equivalents at beginning of period                   10,082      6,872
                                                                  --------  ---------
Cash and cash equivalents at end of period                        $ 5,998   $  6,093
                                                                  ========  =========
Cash paid during the period for:
  Interest                                                        $   249   $    163
                                                                  ========  =========
  Income taxes (net of refunds)                                   $   612   $    230
                                                                  ========  =========
</TABLE>


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


                                      -3-
<PAGE>

                         CONCURRENT COMPUTER CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)

1.   BASIS  OF  PRESENTATION

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

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

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

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

     Basic net income (loss) per share is computed by dividing net income (loss)
by  the  weighted  average number of common shares outstanding during each year.
Diluted net income (loss) per share is computed by dividing net income (loss) by
the  weighted  average  number  of  shares  including  potential  common  shares
issuable.  Under  the treasury stock method, incremental shares representing the
number  of  additional  common  shares  that  would have been outstanding if the
dilutive  potential  common  shares  had  been  issued  are  included  in  the
computation.

     The  number  of  shares  used in computing basic and diluted net income per
share  for  the three months ended March 31, 2001 was 55,021,000 and 57,125,000,
respectively.  The number of shares used in computing basic and diluted net loss
per  share  for  the nine months ended March 31, 2001 was 54,558,000. Because of
the losses for the nine months ended March 31, 2001, the potential common shares
issuable  were anti-dilutive and were not considered in the diluted earnings per
share  calculations.

     The number of shares used in computing basic and diluted net loss per share
for  the  three  months ended March 31, 2000 and the nine months ended March 31,
2000  was  53,503,000  and  51,335,000,  respectively. Because of the losses for
these  periods, the potential common shares issuable were anti-dilutive and were
not  considered  in  the  diluted  earnings  per  share  calculations.

3.   Revenue  Recognition  and  Related  Matters

     Video-on-demand  and  real-time system revenues are recognized based on the
guidance  in  American  Institute  of  Certified Public Accountants Statement of
Position  97-2,  Software  Revenue  Recognition.  The Company recognizes revenue
from  video-on-demand  and  real-time  systems  when  persuasive  evidence of an
arrangement  exists,  the  system  has  been  shipped,  the  fee  is  fixed  or
determinable  and collectibility of the fee is probable.  Under multiple element
arrangements,  the  Company  allocates  revenue to the various elements based on
vendor-specific objective evidence ("VSOE") of fair value.  Concurrent's VSOE of
fair  value  is  determined  based on the price charged when the same element is
sold  separately.

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

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

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


4.   INVENTORIES


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

     (DOLLARS  IN  THOUSANDS)

                                MARCH 31,  JUNE 30,
                                  2001       2000
                                ---------  --------
     Raw  materials             $   7,102  $  4,333
     Work-in-process                1,461       947
     Finished  goods                  592       341
                                ---------  --------
                                $   9,155  $  5,621
                                =========  ========


                                      -4-
<PAGE>

5.   ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES


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

     (DOLLARS  IN  THOUSANDS)

                                           MARCH 31,   JUNE 30,
                                             2001        2000
                                           ---------   --------
     Accounts  payable,  trade             $   5,577   $  4,484
     Accrued  payroll,  vacation  and
       other  employee  expenses               5,769      6,292
     Other  accrued  expenses                  2,531      2,521
                                           ---------   --------
                                           $  13,877   $ 13,297
                                           =========   ========


6.   COMPREHENSIVE  INCOME  (LOSS)

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

     (DOLLARS  IN  THOUSANDS)
<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED  NINE MONTHS ENDED
                                             MARCH 31,         MARCH 31,
                                         2001     2000      2001      2000
                                        ------  --------  --------  ---------
<S>                                    <C>     <C>       <C>       <C>
     Net income (loss)                  $ 571   $(2,446)  $(5,381)  $(21,772)

     Other comprehensive income (loss)   (626)     (436)   (1,071)      (329)
                                        ------  --------  --------  ---------
     Total comprehensive income (loss)  $ (55)  $(2,882)  $(6,452)  $(22,101)
                                        ======  ========  ========  =========
</TABLE>

7.   SEGMENT  INFORMATION


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


                                      -5-
<PAGE>

<TABLE>
<CAPTION>
The  following  summarizes  the operating income (loss) by segment for the three
month  periods  ended  March  31,  2001  and  March  31,  2000,  respectively:

     (DOLLARS  IN  THOUSANDS)

                                              THREE MONTHS ENDED MARCH 31, 2001
                                        ---------------------------------------------
                                         REAL-TIME       VOD       CORPORATE    TOTAL
                                        ----------  -----------  -----------  --------
<S>                                     <C>         <C>          <C>          <C>
Revenues:
  Product sales                         $    6,028  $   10,349   $        -   $16,377
  Service and other                          5,704           -            -     5,704
                                        ----------  -----------  -----------  --------
     Total                                  11,732      10,349            -    22,081

Cost of sales
  Systems                                    3,392       5,352            -     8,744
  Service and other                          3,127           -            -     3,127
                                        ----------  -----------  -----------  --------
     Total                                   6,519       5,352            -    11,871
                                        ----------  -----------  -----------  --------

Gross margin                                 5,213       4,997            -    10,210

Operating expenses
  Sales and marketing                        1,913       2,027          119     4,059
  Research and development                     880       2,045            -     2,925
  General and administrative                   495         744        1,312     2,551
                                        ----------  -----------  -----------  --------
    Total operating expenses                 3,288       4,816        1,431     9,535
                                        ----------  -----------  -----------  --------

Operating income (loss)                 $    1,925  $      181   $   (1,431)  $   675
                                        ==========  ===========  ===========  ========

                                               THREE MONTHS ENDED MARCH 31, 2000
                                        ----------------------------------------------
                                         REAL-TIME       VOD       CORPORATE    TOTAL
                                        ----------  -----------  -----------  --------
Revenues:
  Product sales                         $    6,367  $    3,703   $        -   $10,070
  Service and other                          6,950           -            -     6,950
                                        ----------  -----------  -----------  --------
     Total                                  13,317       3,703            -    17,020

Cost of sales
  Systems                                    2,921       2,314            -     5,235
  Service and other                          3,995           -            -     3,995
                                        ----------  -----------  -----------  --------
     Total                                   6,916       2,314            -     9,230
                                        ----------  -----------  -----------  --------

Gross margin                                 6,401       1,389            -     7,790

Operating expenses
  Sales and marketing                        2,737       1,903           88     4,728
  Research and development                   1,094       1,591            -     2,685
  General and administrative                   446         521        1,740     2,707
                                        ----------  -----------  -----------  --------
    Total operating expenses                 4,277       4,015        1,828    10,120
                                        ----------  -----------  -----------  --------

Operating income (loss)                 $    2,124  $   (2,626)  $   (1,828)  $(2,330)
                                        ==========  ===========  ===========  ========
</TABLE>



                                      -6-
<PAGE>

<TABLE>
<CAPTION>
The  following  summarizes  the  operating income (loss) by segment for the nine
month  periods  ended  March  31,  2001  and  March  31,  2000,  respectively:

     (DOLLARS  IN  THOUSANDS)

                                               NINE MONTHS ENDED MARCH 31, 2001
                                         --------------------------------------------
                                          REAL-TIME     VOD      CORPORATE    TOTAL
                                          ----------  --------  -----------  --------
<S>                                       <C>         <C>       <C>          <C>
Revenues:
  Product sales                           $   17,477  $17,618   $        -   $35,095
  Service and other                           17,831        -            -    17,831
                                          ----------  --------  -----------  --------
     Total                                    35,308   17,618            -    52,926

Cost of sales
  Systems                                      9,284    9,661            -    18,945
  Service and other                            9,518        -            -     9,518
                                          ----------  --------  -----------  --------
     Total                                    18,802    9,661            -    28,463
                                          ----------  --------  -----------  --------

Gross margin                                  16,506    7,957            -    24,463

Operating expenses
  Sales and marketing                          5,700    6,059          439    12,198
  Research and development                     2,553    5,821            -     8,374
  General and administrative                   1,269    1,999        5,525     8,793
                                          ----------  --------  -----------  --------
    Total operating expenses                   9,522   13,879        5,964    29,365
                                          ----------  --------  -----------  --------

Operating income (loss)                   $    6,984  $(5,922)  $   (5,964)  $(4,902)
                                          ==========  ========  ===========  ========
</TABLE>



<TABLE>
<CAPTION>
                                               NINE MONTHS ENDED MARCH 31, 2000
                                          REAL-TIME      VOD      CORPORATE     TOTAL
                                          ----------  ---------  -----------  ---------
<S>                                       <C>         <C>        <C>          <C>
Revenues:
  Product sales                           $   20,220  $  6,912   $        -   $ 27,132
  Service and other                           22,494         -            -     22,494
                                          ----------  ---------  -----------  ---------
     Total                                    42,714     6,912            -     49,626

Cost of sales
  Systems                                      9,316     4,752            -     14,068
  Service and other                           12,375         -            -     12,375
                                          ----------  ---------  -----------  ---------
     Total                                    21,691     4,752            -     26,443
                                          ----------  ---------  -----------  ---------

Gross margin                                  21,023     2,160            -     23,183

Operating expenses
  Sales and marketing                          9,087     5,676          215     14,978
  Research and development                     3,269     4,047            -      7,316
  General and administrative                   1,459     1,273        3,885      6,617
  Cost of purchased in-process research
    and development                                -    14,000            -     14,000
  Relocation and restructuring                 1,208     1,159            -      2,367
                                          ----------  ---------  -----------  ---------
    Total operating expenses                  15,023    26,155        4,100     45,278
                                          ----------  ---------  -----------  ---------

Operating income (loss)                   $    6,000  $(23,995)  $   (4,100)  $(22,095)
                                          ==========  =========  ===========  =========
</TABLE>


                                      -7-
<PAGE>
8.   RESTRUCTURING  AND  RELOCATION


     In  August  1999,  the Company relocated its Corporate Headquarters and its
VOD  Division  to  Duluth,  Georgia.  In  connection with this move, the Company
incurred  employee  relocation  costs  of  $769,000,  which  is  recorded  as an
operating  expense in the condensed consolidated statement of operations for the
nine  months  ended  March  31,  2000.

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


9.   SALE  OF  SUBSIDIARY


     On  September  8,  1999,  the Company entered into an agreement to sell the
stock of Concurrent Vibrations, a wholly owned subsidiary of Concurrent Computer
Corporation S.A., to Data Physics, Inc.  The transaction, which had an effective
date  of August 31, 1999, resulted in a gain of $761,000.  This gain is recorded
in  other  non-recurring  items  in  the  condensed  consolidated  statement  of
operations  for  the  nine  months  ended  March  31,  2000.


10.   RECENT  ACCOUNTING  PRONOUNCEMENTS


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

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

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

11.  ACQUISITION  OF  VIVID  TECHNOLOGY

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

<TABLE>
<CAPTION>
     (DOLLARS  IN  THOUSANDS)
                                                       Allocation     Life
                                                       -----------  --------
<S>                                                    <C>          <C>
     Working Capital                                   $        72
     Fixed Assets                                              257
     Other Long-Term Assets                                     13
     Developed Completed Computer Software Technology        1,900    10 yrs
     Employee Workforce                                        400     3 yrs
     Goodwill                                               12,808    10 yrs
     In-Process Computer Software Technology                14,000
</TABLE>



                                      -8-
<PAGE>
Amortization  of  intangible assets is on a straight line basis over the assets'
estimated  useful  life.  Vivid's  operations  are  included  in  the  condensed
consolidated  statements  of  operations  from  the  date  of  acquisition.

     At  the  acquisition date, Vivid had one product under development that had
not  demonstrated technological or commercial feasibility.  This product was the
Vivid  interactive  video-on-demand integrated system. The in-process technology
has  no alternative use in the event that the proposed product does not prove to
be  feasible.  This development effort falls within the definition of In-Process
Research  and  Development  ("IPR&D")  contained  in  Statement  of  Financial
Accounting  Standards  ("SFAS")  No. 2 and was expensed in the nine months ended
March  31,  2000  as  a  one-time  charge.

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

     The  following  unaudited  proforma  information  presents  the  results of
operations  of the Company as if the acquisition had taken place on July 1, 1999
and includes the one-time charge related to the write-off of the purchased IPR&D
of  $14  million  in  the  nine  month  period  ended  March  31,  2000:


     (DOLLARS  IN  THOUSANDS)

                                          NINE MONTHS ENDED
                                              MARCH 31,
                                                2000
                                          -----------------
Revenues                                  $          49,980
                                          =================
Net loss                                  $        (22,776)
                                          =================
Basic net loss per share                  $          (0.44)
                                          =================
Diluted net loss per share                $          (0.44)
                                          =================

12.  Issuance of Non-Cash Warrants

On March 29, 2001, the Company entered into a definitive purchase agreement with
Comcast  Cable,  providing  for  the  purchase of VOD equipment. As part of that
agreement  Concurrent  agreed  to  issue  three  different  types  of  warrants.

The  Company  issued  warrants  to purchase 50,000 shares of its common stock on
March  29,  2001,  exercisable  at $5.196 per share over a four year term. These
warrants  are  referred to as the "Initial Warrants". Concurrent recognized $224
thousand  in  the quarter ended March 31, 2001 as a reduction to revenue for the
value  of  these  warrants.

The Company is also generally obligated to issue new warrants to purchase shares
of  its  common  stock  to  Comcast at the end of each quarter through March 31,
2004, based upon specified performance goals which are measured by the number of
Comcast  basic  cable  subscribers  that  have  the  ability  to utilize the VOD
service.  The  incremental  number  of  subscribers  that  have access to VOD at
quarter  end  as  compared  to  the  prior quarter end multiplied by a specified
percentage  is  the  number  of  additional warrants that were earned during the
quarter.  These  warrants  are  referred  to  as  the  "Performance  Warrants".

The Company will also issue additional warrants to purchase shares of its common
stock, if at the end of any quarter the then total number of Comcast basic cable
subscribers  with  the  ability  to  utilize  the  VOD  system exceeds specified
threshold  levels.  These  warrants  are  referred  to  as the "Cliff Warrants".

The  Company  is recognizing the value of the Performance Warrants and the Cliff
Warrants  over  the  term  of  the agreement as Comcast purchases additional VOD
servers  from Concurrent and makes the service available to its customers. As of
March  31,  2001,  Concurrent  has  recognized  $294  thousand as a reduction to
revenue  for  the  Performance Warrants and Cliff Warrants that have been earned
but  not  yet  issued.

The  value  of the warrants is determined using the Black-Scholes option-pricing
model.  The  weighted  assumptions used were: expected dividend yield - 0%; risk
free  interest  rate  -  5.5%;  expected  life  - 4 years; expected volatility -
142.9%. The Company will adjust the value of the earned but unissued warrants on
a  quarterly  basis  using  the  Black-Scholes  option-pricing  model  until the
warrants  are  actually  issued.  The  value  of the new warrants earned and any
adjustments in value for warrants previously earned will be determined using the
Black-Scholes  option-pricing  model  and  recognized  as  part  of revenue on a
quarterly  basis.

The  exercise  price  of the warrants is subject to adjustment for stock splits,
combinations,  stock  dividends,  mergers,  and  other  similar recapitalization
events.  The  exercise  price  is  also  subject  to  adjustment for issuance of
additional equity securities at a purchase price less than the then current fair
market  value  of  the  Company's common stock. Based on the information that is
currently  available,  the  Company does not expect the warrants to be issued to
Comcast  to exceed 1% of its outstanding shares of common stock over the term of
the  agreement.  The exercise price of the warrants to be issued to Comcast will
equal the average closing price of the Company's common stock for the 30 trading
days  prior to the applicable warrant issuance date and will be exercisable over
a  four-year  term.

13.  Restatement

Subsequent to the issuance of the Company's financial statements for the quarter
ended  March 31, 2001, management changed the measurement date used to value the
shares  issued in conjunction with the Company's acquisition of Vivid Technology
in  accordance  with  APB  16: Business Combinations. As a result, the financial
statements  as  of March 31, 2001 and for the three and nine month periods ended
March  31,  2001  have  been  restated  from  the  amounts  previously reported.
<TABLE>
<CAPTION>
                                         AS OF MARCH 31, 2001

                                      AS PREVIOUSLY       AS
                                         REPORTED       RESTATED
                                      -------------  -------------
<S>                                   <C>            <C>            <C>            <C>
Goodwill, net                              $2,707         $11,052
Capital in excess of par                   130,386        140,040
Accumulated deficit                       (100,643)      (101,952)

                                          THREE MONTHS ENDED           THREE MONTHS ENDED
                                           MARCH  31,  2001             MARCH  31,  2000

                                      AS PREVIOUSLY       AS        AS PREVIOUSLY        AS
                                         REPORTED       RESTATED       REPORTED       RESTATED
                                      -------------  -------------  -------------  -------------
General and administrative expenses   $      2,320   $      2,551   $      2,476   $      2,707
Operating income (loss)                        906            675         (2,099)        (2,330)
Income (loss) before income taxes              952            721         (2,065)        (2,296)
Net income (loss)                              802            571         (2,215)        (2,446)

Net income (loss) per share basic
  and diluted                         $       0.01   $       0.01   $      (0.04)  $      (0.05)

                                            NINE MONTHS ENDED             NINE MONTHS ENDED
                                             MARCH  31,2001               MARCH  31,  2000

                                      AS PREVIOUSLY        AS       AS PREVIOUSLY        AS
                                         REPORTED       RESTATED       REPORTED       RESTATED
                                      -------------  -------------  -------------  -------------
General and administrative expenses   $      8,100   $      8,793   $      6,232   $      6,617
Operating loss                              (4,209)        (4,902)       (21,710)       (22,095)
Loss before income taxes                    (4,238)        (4,931)       (20,937)       (21,322)
Net loss                                    (4,688)        (5,381)       (21,387)       (21,772)

Net loss per share basic and diluted  $      (0.09)  $      (0.10)  $      (0.42)  $      (0.42)
</TABLE>


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

     Subsequent  to  the  issuance of the Company's financial statements for the
quarter  ended  March  31, 2001, management changed the measurement date used to
value  the  shares issued in conjunction with the Company's acquisition of Vivid
Technology  in  accordance  with APB 16: Business Combinations. As a result, the
financial  statements  as of and March 31, 2001 and for the three and nine month
periods  ended  March  31,  2000  and  2001  have been restated from the amounts
previously  reported.  The  accompanying discussion and analysis gives effect to
that restatement.


SELECTED  OPERATING  DATA  AS  A  PERCENTAGE  OF  NET  SALES

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


<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED   NINE MONTHS ENDED
                                                      MARCH 31,           MARCH 31,
                                                   2001      2000      2001      2000
                                                 --------  --------  --------  --------
                                                     (Unaudited)         (Unaudited)
<S>                                              <C>       <C>       <C>       <C>
Net sales:
Product sales (% of total sales):
    Real-time systems                               27.3%     37.4%     33.0%     40.7%
    Video-on-demand systems                         46.9      21.8      33.3      13.9
                                                 --------  --------  --------  --------
      Total product sales                           74.2      59.2      66.3      54.7
  Service and other                                 25.8      40.8      33.7      45.3
                                                 --------  --------  --------  --------
      Total                                        100.0     100.0     100.0     100.0

Cost of sales (% of respective sales category):
  Real-time and video-on-demand systems             53.4      52.0      54.0      51.9
  Service and other                                 54.8      57.5      53.4      55.0
                                                 --------  --------  --------  --------
      Total                                         53.8      54.2      53.8      53.3
                                                 --------  --------  --------  --------

Gross margin                                        46.2      45.8      46.2      46.7

Operating expenses:
  Sales and marketing                               18.4      27.8      23.0      30.2
  Research and development                          13.2      15.8      15.8      14.7
  General and administrative                        11.6      15.9      16.6      13.3
  Cost of purchased in-process research and            -         -         -         -
    Development                                        -         -         -      28.2
  Relocation and restructuring                         -         -         -       4.8
                                                 --------  --------  --------  --------
      Total operating expenses                      43.21      59.5      55.5      91.2
                                                 --------  --------  --------  --------

Operating income (loss)                              3.1     (13.7)     (9.3)    (44.5)

Interest income - net                                0.3       0.3       0.1       0.3
Other non-recurring income                             -         -         -       1.5
Other expense - net                                 (0.1)     (0.1)     (0.2)     (0.2)
                                                 --------  --------  --------  --------

Income (loss) before income taxes                    3.3     (13.5)     (9.3)    (42.9)

Provision for income taxes                           0.7       0.9       0.9       0.9
                                                 --------  --------  --------  --------

Net income (loss)                                    2.6%   (14.4)%   (10.2)%   (43.9)%
                                                 ========  ========  ========  ========
</TABLE>



                                      -10-
<PAGE>
RESULTS  OF  OPERATIONS

THE  QUARTER  ENDED  MARCH 31, 2001 COMPARED TO THE QUARTER ENDED MARCH 31, 2000

     Product Sales.  Total product sales were $16.4 million for the three months
ended  March  31,  2001, an increase of $6.3 million or 62.6% from $10.1 million
for  the  three  months  ended  March  31,  2000.  Sales  of  Real-Time products
decreased  slightly  to  $6.0  million in the three month period ended March 31,
2001  from  $6.4  million  in  the  three  month  period  ended  March 31, 2000,
continuing the gradual decline in sales of real-time computer systems.  Sales of
VOD  products  increased  to $10.3 million in the three month period ended March
31,  2001 from $3.7 million in the three month period ended March 31, 2000.  The
increase  is  primarily due to sales of video systems to a new customer, Comcast
Cable  Communications,  in  connection  with  their  planned  roll-out  of
Video-on-Demand.

     Service  and  Other  Sales.  Real-time  service  revenues decreased to $5.7
million or 17.9% for the three months ended March 31, 2001 from $7.0 million for
the  three  months  ended  March  31, 2000.  The decline resulted from customers
switching  from  proprietary systems to Concurrent's open systems which are less
expensive  to  maintain,  and  the  cancellation  of  other proprietary computer
maintenance  contracts  as  the  machines  are  removed  from  service.

     Gross  Margin.  Gross margin increased 31.1% to $10.2 million for the three
months  ended  March 31, 2001 from $7.8 million for the three months ended March
31,  2000.  The  gross margin as a percentage of sales increased to 46.2% in the
three  month  period  ended  March 31, 2001 compared to 45.8% in the three month
period  ended  March  31,  2000.  The  gross margin on real-time service revenue
increased  to  45.2% for the three months ended March 31, 2001 compared to 42.5%
for the three months ended March 31, 2000, due to cost reduction efforts made in
previous quarters.  The gross margin on sales of VOD products increased to 48.3%
in  the  three  month  period ended March 31, 2001 from 37.5% in the three month
period  ended  March  31,  2000  principally  due  to  cost  efficiencies in the
Company's  new  MediaHawk  Model 2000 server solution and increased economies of
scale.

     Sales  and  Marketing.  Sales  and  marketing  expenses  decreased  as  a
percentage  of  sales  to  18.4%  for  the  three months ended March 31, 2001 as
compared  to  27.8%  for  the three months ended March 31, 2000.  These expenses
decreased  to  $4.1  million in the three month period ended March 31, 2001 from
$4.7 million in the three month period ended March 31, 2000 primarily due to the
decrease  in  the  Real-Time Division's worldwide sales and marketing personnel.

     Research and Development.  Research and development expenses decreased as a
percentage of sales to 13.2% in the three month period ended March 31, 2001 from
15.8%  in the three month period ended March 31, 2000.  These expenses increased
to $2.9 million in the three month period ended March 31, 2001 from $2.7 million
in  the  three  month period ended March 31, 2000 primarily due to the growth in
the  VOD  Division  research  and  development  personnel.  This  increase  was
partially  offset  by  cost  reduction  efforts  in  the  Real-Time  Division.


     General  and Administrative.  General and administrative expenses decreased
to  11.6%  of sales in the three month period ended March 31, 2001 from 15.9% in
the  three  month period ended March 31, 2000.  These expenses decreased to $2.6
million  in the three month period ended March 31, 2001 from $2.7 million in the
three  month  period  ended March 31, 2000 primarily due to a non-recurring $0.7
million  severance  charge  recorded  in  the three month period ended March 31,
2000.  This  decrease  was  partially offset by an increase in the provision for
bad  debts.

     Income  Taxes.  The  Company  recorded  income  tax  expense  for  foreign
subsidiaries of $150,000 in each of the three month periods ended March 31, 2001
and  March 31, 2000. The Company had pre-tax income of $.7 million in the three
month  period  ended  March  31,  2001 and a pre-tax loss of $2.3 million in the
three  month  period  ended  March  31,  2000.


                                      -11-
<PAGE>
     Net Income (Loss). The Company recorded net income of $0.6 million or basic
and  diluted  earnings  per  share of $0.01 for the three months ended March 31,
2001  compared to a net loss of $2.4 million or basic and diluted loss per share
of  $0.05  for  the  three  months  ended  March  31,  2000.



THE NINE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE NINE MONTHS ENDED MARCH 31,
2000

     Product  Sales.  Total product sales were $35.1 million for the nine months
ended  March  31,  2001, an increase of $8.0 million or 29.3% from $27.1 million
for  the  nine  months ended March 31, 2000.  Sales of VOD products increased to
$17.6 million in the nine month period ended March 31, 2001 from $6.9 million in
the  nine  month period ended March 31, 2000.  The increase in VOD product sales
was  primarily due to higher sales of video systems to domestic cable operators,
including  Time  Warner,  Comcast  Cable  Communications and Cox Communications.
Sales  of Real-Time products decreased to $17.5 million in the nine month period
ended March 31, 2001 from $20.2 million in the nine month period ended March 31,
2000  continuing  the  decline  in sales of real-time computer systems resulting
from  the move by our customers to less expensive off the shelf systems from the
legacy  proprietary  systems  sold  by  Concurrent  and  decreased  governmental
spending  outside  of  the  United  States.

     Service  and  Other  Sales.  Real-time  service revenues decreased to $17.8
million or 20.7% for the nine months ended March 31, 2001 from $22.5 million for
the  nine  months  ended  March  31,  2000.  The decline resulted from customers
switching  from  proprietary systems to Concurrent's open systems which are less
expensive  to  maintain,  and  the  cancellation  of  other proprietary computer
maintenance  contracts  as  the  machines  are  removed  from  service.

     Gross  Margin.  Gross  margin  increased 5.5% to $24.5 million for the nine
months  ended  March 31, 2001 from $23.2 million for the nine months ended March
31,  2000.  The  gross margin as a percentage of sales decreased to 46.2% in the
nine month period ended March 31, 2001 from 46.7% in the nine month period ended
March 31, 2000. The gross margin on real-time service revenue increased to 46.6%
for  the  nine months ended March 31, 2001 compared to 45.0% for the nine months
ended  March  31, 2000, due to cost reduction efforts made in previous quarters.
The  gross  margin on sales of VOD products increased to 45.2% in the nine month
period  ended March 31, 2001 from 31.3% in the nine month period ended March 31,
2000  principally  due to cost efficiencies in the Company's new MediaHawk Model
2000  server  solution  and  increased  economies  of  scale.

     Sales and Marketing. Sales and marketing expenses decreased as a percentage
of  sales to 23.0% for the nine months ended March 31, 2001 as compared to 30.2%
for  the  nine  months  ended  March 31, 2000. These expenses decreased to $12.2
million  in the nine month period ended March 31, 2001 from $15.0 million in the
nine  month  period  ended  March  31, 2000 primarily due to the decrease in the
Real-Time Division's worldwide sales and marketing personnel which was partially
offset  by the increase in the number of worldwide sales and marketing personnel
and  related  activities  in  the  Company's  VOD  Division.

     Research  and Development. Research and development expenses increased as a
percentage  of sales to 15.8% in the nine month period ended March 31, 2001 from
14.7% in the nine month period ended March 31, 2000. These expenses increased to
$8.4  million in the nine month period ended March 31, 2001 from $7.3 million in
the  nine  month  period ended March 31, 2000 primarily due to the growth in the
VOD  Division  research and development personnel and the additional development
personnel  as  a  result  of  the acquisition of Vivid in October of 1999. These
increases  were  partially  offset  by  cost  reduction efforts in the Real-Time
Division.


     General  and  Administrative. General and administrative expenses increased
to  16.6%  of  sales in the nine month period ended March 31, 2001 from 13.3% in
the  nine  month  period  ended March 31, 2000. These expenses increased to $8.8
million  in  the nine month period ended March 31, 2001 from $6.6 million in the
nine month period ended March 31, 2000 primarily due to a $1.2 million severance
charge  recorded  in  the  nine month period ended March 31, 2001 related to the
resignation of the Company's Chief Executive Officer in October, 2000 as well as
increases  in  the  provision  for  bad debts and accounting related fees. These
increases  were  partially offset by a $0.7 million severance charge recorded in
the  nine  month  period  ended  March  31,  2000.



                                      -12-
<PAGE>
     Other.  Included in operating expenses in the nine month period ended March
31,  2000  is  a  $14.0  million non-cash charge for the write-off of in-process
research  and development in connection with the acquisition of Vivid and a $2.4
million  restructuring and relocation provision for personnel reduction costs in
the  Real-Time Division and the relocation of the corporate headquarters and VOD
Division  offices  to  Duluth,  Georgia.


     Income  Taxes.  The  Company  recorded  income  tax  expense  for  foreign
subsidiaries  of $450,000 in each of the nine month periods ended March 31, 2001
and  March  31,  2000  on  pre-tax  losses  of  $4.9  million and $21.3 million,
respectively,  due  to  the inability to recognize the future tax benefit of the
respective  period's  net  operating  loss.

     Net  Loss.  The  company  recorded  a net loss of $5.4 million or basic and
diluted  loss  per  share  of  $0.10  for  the  nine months ended March 31, 2001
compared  to  a net loss of $21.8 million or basic and diluted loss per share of
$0.42  for  the  nine  months  ended  March  31,  2000.



ACQUISITION  OF  VIVID  TECHNOLOGY,  INC.

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

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

     -    The  Content  Manager,  which is used to load movies from studios, did
          not  have  the  functionality  necessary  to  create a royalty payment
          affidavit  which  is  required  for  the  cable  operators  to pay the
          required  royalties  to  the movie studios. Also, the Content Manager,
          which  had been implemented using a SQL data base, needed to be ported
          to other relational data bases such as Oracle to support high end data
          base  applications.

     -    The  Resource Manager had been alpha tested; however, an advanced beta
          test  had not been completed which would validate its ability to scale
          up  to  the required number of subscribers or connections in an actual
          commercial  deployment.

     -    The  Subscriber  Manager,  which had been implemented using a SQL data
          base,  needed  to  be  ported  to  other relational data bases such as
          Oracle  to  support  high  end  data  base  applications.

     -    The  Set  Top  VOD application needed to be tested under advanced beta
          test  conditions  to  ensure  that  the back channel key stroke system
          performance  can  fulfill  operational  requirements.


                                      -13-
<PAGE>
     -    The  Hub Server, or video pump, needed to be tested under full load in
          an operational environment to ensure stability over an extended period
          of  time. The random conditions resulting from the in home use of tens
          of  thousands of subscribers can only be simulated in an advanced beta
          test  which  has  yet  to  be  performed.

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

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

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

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


                                      -14-
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

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

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

     The  Company  used  cash  of  $4.6  million  and  $4.9 million in operating
activities  during  the  nine  month  periods ended March 31, 2001 and March 31,
2000,  respectively,  primarily due to the losses generated by the Company's VOD
business.  On November 3, 2000, the Company entered into a $15 million revolving
credit  facility with Wachovia Bank which expires June 30, 2002 and replaces the
previous  credit  facility  which expired on October 31, 2000.  Borrowings under
the  facility  are  limited  to  85%  of  eligible  accounts receivable and bear
interest  at  between  prime and prime plus .75% or between LIBOR plus 2.25% and
LIBOR  plus  3.00%  depending on the Company's ratio of Consolidated Funded Debt
(as  defined  in  the  credit  facility)  to  EBITDA.  The  Company  has pledged
substantially  all  of its assets as collateral for the facility.  No borrowings
were outstanding at March 31, 2001 under the credit facility. The amount of cash
available to borrow under the credit facility was approximately $11.2 million at
March  31,  2001.  The  credit facility contains financial covenants which limit
the  ratio  of  total  liabilities  to  tangible net worth and which require the
Company  to achieve on a quarterly basis minimum EBITDA in each of the Company's
operating divisions. The Company was in compliance with these covenants at March
31,  2001.

     The Company invested $2.5 and $3.3 million in property, plant and equipment
during  the  nine  month  periods  ended  March  31,  2001  and  March 31, 2000,
respectively.  Current  year  capital  expenditures primarily relate to computer
equipment  and  development  equipment  for  the  Company's  VOD  Division.

     The  Company  received $3.9 million in proceeds from the issuance of common
stock  to  employees  and  directors who exercised stock options during the nine
month period ended March 31, 2001 compared to $6.6 million during the nine month
period  ended  March  31,  2000.

     At March 31, 2001, the Company's working capital was $15.7 million, and the
Company  did  not  have  any material commitments for capital expenditures.  The
Company  believes that existing cash balances, the available credit facility and
funds  generated  by  operations  will  be  sufficient  to  meet  the  Company's
anticipated  working  capital  and capital expenditure requirements for the next
twelve  months.

     On March 29, 2001, the Company entered into a definitive purchase agreement
with  Comcast  Cable  providing for the purchase of VOD equipment. In connection
with  the  purchase  agreement,  the  Company issued warrants to purchase 50,000
shares  of  its  common  stock, exercisable at $5.196 per share over a four year
term.  The  exercise  price  is  subject  to  adjustment  for  stock  splits,
combinations,  stock  dividends,  mergers,  and  other  similar recapitalization
events.  The  exercise  price  is  also  subject  to adjustment for issuances of
additional equity securities at a purchase price less than the then current fair


                                      -15-
<PAGE>

market  value  of  the  Company's  common stock. The warrants to purchase 50,000
shares  were  valued  using  the  Black  Scholes  model.  The  weighted  average
assumptions  used  were:  expected  divivded  yield  -  0%;  risk  free interest
rate-5.5%;  expected  life  -  4  years;  and  expected volatility - 142.9%. The
aggregate  value of these warrants was $224,000 and was recorded as as reduction
to  revenue  in  the  quarter  ended March 31, 2001. In addition, the Company is
generally obligated to issue new warrants to purchase shares of its common stock
to  Comcast  at  the  end  of  each  quarter  through March 31, 2004, based upon
performance  goals  measured  by  the  number  of subscribers to Comcast's cable
service  with the ability to utilize the Company's VOD systems. The Company will
also issue additional warrants to purchase shares of its common stock, if at the
end  of  any  quarter  the  total  number  of Comcast cable subscribers with the
ability to utilize its VOD system exceeds specified threshold levels. Based upon
the information currently available, the Company does not expect the warrants to
be issued to Comcast to exceed 1% of its outstanding shares of common stock. The
exercise  price  of  warrants  to  be  issued  to Comcast will equal the average
closing price of the Company's common stock for the 30 trading days prior to the
applicable  warrant issuance date and will be exercisable over a four-year term.



                                      -16-
<PAGE>
              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain  statements  made  in  this  report,  and  other  written  or  oral
statements  made  by  or  on  behalf  of  Concurrent or its representatives, may
constitute  "forward-looking  statements"  within  the  meaning  of  the federal
securities  laws.  When  used  in  this report, the words "believes," "expects,"
"estimates"  and  similar  expressions  are intended to identify forward-looking
statements.  Statements  regarding  future  events  and  developments  and
Concurrent's  future  performance,  as well as its expectations, beliefs, plans,
estimates  or projections relating to the future, are forward-looking statements
within the meaning of these laws.  All forward-looking statements are subject to
certain  risks  and  uncertainties  that  could  cause  actual  events to differ
materially from those projected.  The risks and uncertainties which could affect
the  Company's  performance  or  results  include,  without  limitation:

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

     Other  important  risk  factors  are  discussed  in  Item 5 of Concurrent's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 and other
documents  as  filed  from  time  to  time  with  the  Securities  and  Exchange
Commission.

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


                                      -17-
<PAGE>
ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK

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

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


                                      -18-
<PAGE>
PART  II     OTHER  INFORMATION

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits:

     (10.1)  Video-On-Demand  Purchase  Agreement,  dated March 29, 2001, by and
             between  Concurrent  Computer  Corporation  and  Comcast  Cable
             Communications  of Pennsylvania, Inc. (portions of the exhibit have
             been  omitted  pursuant  to  a  request for confidential treatment)

     (11)    Statement  on  computation  of  per  share  earnings


(b)  Reports  on  Form  8-K.

     None.


                                      -19-
<PAGE>
                                   SIGNATURES


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  amendment  to  the quarterly report for the
quarter  ended  March  31,  2001  to  be signed on its behalf by the undersigned
thereunto  duly  authorized.


Date:  July 16, 2001            CONCURRENT  COMPUTER  CORPORATION


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


                                       -20-
<PAGE>