UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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


                                    FORM 10-Q

          (Mark One)

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

                    For the Quarterly Period Ended December 31, 2003


                                       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 of Incorporation)        (I.R.S. Employer Identification No.)


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

                            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  January  29,  2004  was  62,535,788.


<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   SIX MONTHS ENDED
                                                         DECEMBER 31,        DECEMBER 31,
                                                        2003      2002      2003      2002
                                                      --------  --------  --------  --------
<S>                                                   <C>       <C>       <C>       <C>
Revenues:
  Product
    Real-time systems                                 $ 5,597   $ 5,879   $ 9,991   $ 9,971
    VOD systems                                        11,568     8,879    20,715    21,328
                                                      --------  --------  --------  --------
      Total product revenues                           17,165    14,758    30,706    31,299

  Service
    Real-time systems                                   4,018     4,485     8,164     9,163
    VOD systems                                         1,443       891     2,658     1,813
                                                      --------  --------  --------  --------
      Total service revenues                            5,461     5,376    10,822    10,976
                                                      --------  --------  --------  --------
      Total revenues                                   22,626    20,134    41,528    42,275

Cost of sales:
  Product
    Real-time systems                                   2,628     2,288     3,984     4,064
    VOD systems                                         5,484     4,936     9,141    10,177
                                                      --------  --------  --------  --------
      Total product cost of sales                       8,112     7,224    13,125    14,241

  Service
    Real-time systems                                   2,233     2,503     4,417     5,110
    VOD systems                                           862       802     1,617     1,462
                                                      --------  --------  --------  --------
      Total service cost of sales                       3,095     3,305     6,034     6,572
                                                      --------  --------  --------  --------
      Total cost of sales                              11,207    10,529    19,159    20,813
                                                      --------  --------  --------  --------

Gross margin                                           11,419     9,605    22,369    21,462

Operating expenses:
  Sales and marketing                                   4,429     4,758     8,509     9,162
  Research and development                              4,705     4,577     9,373     9,024
  General and administrative                            2,175     2,267     4,344     4,595
                                                      --------  --------  --------  --------
      Total operating expenses                         11,309    11,602    22,226    22,781
                                                      --------  --------  --------  --------

Operating income (loss)                                   110    (1,997)      143    (1,319)

Recovery (impairment loss) of minority investment       1,698    (2,943)    2,758    (2,943)
Interest income - net                                      78       102       138       298
Other income (expense) - net                              (20)       47      (154)        -
                                                      --------  --------  --------  --------

Income (loss) before income taxes                       1,866    (4,791)    2,885    (3,964)

Provision (benefit) for income taxes                      653      (126)    1,060        81
                                                      --------  --------  --------  --------

Net income (loss)                                     $ 1,213   $(4,665)  $ 1,825   $(4,045)
                                                      ========  ========  ========  ========

Net income (loss) per share
      Basic                                           $  0.02   $ (0.08)  $  0.03   $ (0.07)
                                                      ========  ========  ========  ========
      Diluted                                         $  0.02   $ (0.08)  $  0.03   $ (0.07)
                                                      ========  ========  ========  ========
      Weighted average shares outstanding - basic      62,308    61,863    62,197    61,862
                                                      ========  ========  ========  ========
      Weighted average shares outstanding - diluted    63,202    61,863    62,991    61,862
                                                      ========  ========  ========  ========
<FN>

      The accompanying notes are an integral part of the condensed consolidated financial
                                         statements.
</TABLE>


                                        1
<PAGE>
<TABLE>
<CAPTION>
                         CONCURRENT COMPUTER CORPORATION
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                             (DOLLARS IN THOUSANDS)


                                              DECEMBER 31,    JUNE 30,
                                                  2003          2003
                                             --------------  ----------
<S>                                          <C>             <C>
      ASSETS

Current assets:
  Cash and cash equivalents                  $      27,496   $  30,697
  Accounts receivable - net                         19,991      10,371
  Inventories                                        8,055       7,174
  Deferred tax asset                                   998         998
  Prepaid expenses and other current assets          1,487         879
                                             --------------  ----------
    Total current assets                            58,027      50,119

Property, plant and equipment - net                 11,472      11,862
Purchased developed computer software - net          1,108       1,203
Goodwill                                            10,744      10,744
Investment in minority owned companies                 553         553
Deferred tax asset                                   1,749       1,749
Other long-term assets - net                         1,706       1,609
                                             --------------  ----------
    Total assets                             $      85,359   $  77,839
                                             ==============  ==========

      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses      $      13,846   $  14,644
  Deferred revenue                                   9,445       5,433
                                             --------------  ----------
    Total current liabilities                       23,291      20,077

Long-term liabilities:
  Deferred revenue                                   2,642       2,212
  Deferred tax liability                             1,978       2,107
  Pension liability                                 10,748       9,617
  Other                                                365         368
                                             --------------  ----------
    Total liabilities                               39,024      34,381

Stockholders' equity:
  Common stock                                         627         623
  Capital in excess of par value                   175,311     174,396
  Accumulated deficit                             (121,104)   (122,929)
  Treasury stock                                       (58)        (58)
  Unearned compensation                               (457)       (576)
  Accumulated other comprehensive loss              (7,984)     (7,998)
                                             --------------  ----------
    Total stockholders' equity                      46,335      43,458
                                             --------------  ----------

Total liabilities and stockholders' equity   $      85,359   $  77,839
                                             ==============  ==========
<FN>

    The accompanying notes are an integral part of the condensed consolidated
                              financial statements.
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                            CONCURRENT COMPUTER CORPORATION
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                             (DOLLARS IN THOUSANDS)


                                                        SIX MONTHS ENDED
                                                           DECEMBER 31,
                                                          2003      2002
                                                        --------  --------
<S>                                                     <C>       <C>
OPERATING ACTIVITIES
Net income (loss)                                       $ 1,825   $(4,045)
Adjustments to reconcile net income (loss) to net
  cash provided by (used in) operating activities:
  Accrual of non-cash warrants                             (891)      192
  Depreciation and amortization                           2,618     2,324
  Provision for inventory reserves                          670        78
  Provision for bad debts                                  (600)        6
  Non-cash income tax provision                             728         -
  Impairment loss (recovery) of minority investment      (2,758)    2,943
  Other non cash expenses                                    34         -
  Changes in operating assets and liabilities:
     Accounts receivable                                 (9,020)    5,982
     Inventories                                         (1,551)     (354)
     Prepaid expenses and other current assets             (608)     (790)
     Other long-term assets                                 (97)       (4)
     Accounts payable and accrued expenses                 (798)   (3,413)
     Deferred revenue                                     4,442     1,494
     Pension liability                                    1,131       563
     Other long-term liabilities                             42       144
                                                        --------  --------
  Total adjustments to net income (loss)                 (6,658)    9,165
                                                        --------  --------
Net cash provided by (used in) operating activities      (4,833)    5,120

INVESTING ACTIVITIES
  Net additions to property, plant and equipment         (2,053)   (2,988)
  Recovery of minority investment                         2,758         -
  Note receivable from minority owned company                 -    (3,000)
  Other                                                       -       (29)
                                                        --------  --------
Net cash used in investing activities                       705    (6,017)

FINANCING ACTIVITIES
  Net repayment of capital lease obligation                 (45)      (42)
  Proceeds from sale and issuance of common stock         1,134         8
                                                        --------  --------
Net cash provided by (used in) financing activities       1,089       (34)

Effect of exchange rates on cash and cash equivalents      (162)     (119)
                                                        --------  --------

Decrease in cash and cash equivalents                    (3,201)   (1,050)
Cash and cash equivalents at beginning of period         30,697    30,519
                                                        --------  --------
Cash and cash equivalents at end of period              $27,496   $29,469
                                                        ========  ========

Cash paid during the period for:
  Interest                                              $     6   $     9
                                                        ========  ========
  Income taxes (net of refunds)                         $   191   $   249
                                                        ========  ========
<FN>

     The accompanying notes are an integral part of the condensed consolidated
                              financial statements.
</TABLE>


                                        3
<PAGE>
                         CONCURRENT COMPUTER CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   OVERVIEW  OF  BUSINESS  AND  BASIS  OF  PRESENTATION

     Concurrent  Computer  Corporation  ("Concurrent"  or  the  "Company")  is a
leading  supplier  of  high-performance computer systems, software, and services
and  operates  in  two  segments, the Video-On-Demand ("VOD") division (formerly
"Xstreme"),  located  in  Duluth,  Georgia, and the Integrated Solutions ("ISD")
division located in Fort Lauderdale, Florida. Concurrent also provides sales and
support from offices and subsidiaries throughout North America, Europe, Asia and
Australia.

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

     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, 2003.  There have been no significant
changes to Concurrent's Accounting Policies as disclosed in the Annual Report on
Form 10-K for the year ended June 30, 2003.  Certain reclassifications have been
made  to  prior year amounts to conform with 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.


2.   BASIC  AND  DILUTED  NET  INCOME  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 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.  Common  share equivalents of 5,235,000 and 6,200,000 for the three
month periods ended December 31, 2003 and 2002, respectively, were excluded from
the  calculation  as their effect was antidilutive.  Common share equivalents of
5,406,000  and  6,164,000  for the six month periods ended December 31, 2003 and
2002,  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:


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                         (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                        THREE MONTHS ENDED  SIX MONTHS ENDED
                                         DECEMBER 31, 2003  DECEMBER 31, 2003
                                         -----------------  -----------------
                                          BASIC   DILUTED    BASIC   DILUTED
                                         -------  --------  -------  --------
<S>                                      <C>      <C>       <C>      <C>

Average outstanding shares                62,308    62,308   62,197    62,197
Dilutive effect of options and warrants        -       894        -       794
                                         -------  --------  -------  --------
Equivalent shares                         62,308    63,202   62,197    62,991
                                         =======  ========  =======  ========

Net income                               $ 1,213  $  1,213  $ 1,825  $  1,825
                                         =======  ========  =======  ========
Net income per share                     $  0.02  $   0.02  $  0.03  $   0.03
                                         =======  ========  =======  ========


                                         THREE MONTHS ENDED    SIX MONTHS ENDED
                                          DECEMBER 31, 2002    DECEMBER 31, 2002
                                         -------------------  -------------------
                                          BASIC     DILUTED    BASIC     DILUTED
                                         --------  ---------  --------  ---------

Average outstanding shares                61,863     61,863    61,862     61,862
Dilutive effect of options and warrants        -          -         -          -
                                         --------  ---------  --------  ---------
Equivalent shares                         61,863     61,863    61,862     61,862
                                         ========  =========  ========  =========

Net loss                                 $(4,665)  $ (4,665)  $(4,045)  $ (4,045)
                                         ========  =========  ========  =========
Net loss per share                       $ (0.08)  $  (0.08)  $ (0.07)  $  (0.07)
                                         ========  =========  ========  =========
</TABLE>


3.   STOCK-BASED  COMPENSATION

     At  December  31,  2003,  Concurrent  had stock-based employee compensation
plans  which  are described in Note 15 in our annual report on Form 10-K for the
year  ended  June  30,  2003.  The  Company  accounts  for these plans under the
recognition  and  measurement  principles of Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees," and related interpretations.
For  the  three  and  six  months ended December 31, 2003, Concurrent recognized
$34,000  and  $66,000,  respectively,  of  stock  compensation  expense  for the
issuance  of  restricted  stock  awards.  There is no other stock-based employee
compensation  expense  reflected  in  net  income  for  the three and six months
periods  ended  December  31, 2003.  For the three and six months ended December
31,  2002,  there  was no stock-based employee compensation expense reflected in
net  income.

     In accordance with Statement of Financial Accounting Standards ("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 the Company had applied
the  fair  value  recognition  provisions  of  SFAS  No.  123,  "Accounting  for
Stock-Based Compensation," to stock-based employee compensation:


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                                 (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                THREE MONTHS ENDED   SIX MONTHS ENDED
                                                    DECEMBER 31,        DECEMBER 31,
                                                ------------------  ------------------
                                                  2003      2002      2003      2002
                                                --------  --------  --------  --------
<S>                                             <C>       <C>       <C>       <C>

Net income (loss) as reported                   $ 1,213   $(4,665)  $ 1,825   $(4,045)

Deduct: Total stock-based employee
    compensation expense determined under
    the fair value method, net of related taxes  (1,088)   (1,595)   (2,126)   (3,514)
                                                --------  --------  --------  --------

  Pro forma net income (loss)                   $   125   $(6,260)  $  (301)  $(7,559)
                                                ========  ========  ========  ========

Net income (loss) per share:

  Basic-as reported                             $  0.02   $ (0.08)  $  0.03   $ (0.07)
                                                ========  ========  ========  ========

  Basic-pro forma                               $  0.00   $ (0.10)  $  0.00   $ (0.12)
                                                ========  ========  ========  ========

  Diluted-as reported                           $  0.02   $ (0.08)  $  0.03   $ (0.07)
                                                ========  ========  ========  ========

  Diluted-pro forma                             $  0.00   $ (0.10)  $  0.00   $ (0.12)
                                                ========  ========  ========  ========
</TABLE>


4.   REVENUE  RECOGNITION  AND  RELATED  MATTERS

     VOD  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"  ("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  VOD  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,  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  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.


                                        6
<PAGE>
5.   INVENTORIES

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

<TABLE>
<CAPTION>
                                     (DOLLARS IN THOUSANDS)

                                      DECEMBER 31, JUNE 30,
                                         2003       2003
                                       ---------  ---------
<S>                                    <C>        <C>
     Raw materials, net                $   6,488  $   5,933
     Work-in-process                       1,211      1,024
     Finished goods                          356        217
                                       ---------  ---------
                                       $   8,055  $   7,174
                                       =========  =========
</TABLE>


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").  Thirdspace is a closely held United
Kingdom  global  software  services  corporation  that  offered  interactive and
on-demand  television  solutions  for  digital subscriber line ("DSL") and other
broadband  networks.  Concurrent  invested cash of $4 million and issued 291,461
shares  of  its  common  stock  (valued  at  $10.29  per  share) in exchange for
1,220,601  series  C  shares  of Thirdspace, giving Concurrent a 14.4% ownership
interest  in  all shares outstanding as of the investment date.  As part of this
transaction,  Concurrent  capitalized  approximately  $300,000  in  various
transaction costs and as a result, the total equity investment in Thirdspace was
$7.3  million.  This  investment  was  accounted  for  under  the cost method of
accounting.

     In  addition  to  the  equity investment, Concurrent also loaned Thirdspace
$6.0  million  in  exchange  for  two  $3.0  million long-term convertible notes
receivable.

     In  the  second  and third quarters of fiscal 2003, Concurrent recorded, in
the  aggregate,  a  $13.0  million  net  impairment  charge due to an other than
temporary  decline  in  the  market value of the investment in Thirdspace, which
included  a  $6.1 million charge for the write-off of the two $3.0 million notes
receivable  and  related  accrued interest. The impairment of the investment and
write-off  of  the  related notes receivable and accrued interest was based upon
Thirdspace's  deteriorating  financial condition and actual performance relative
to expected performance, the status of Thirdspace's capital raising initiatives,
the  market  conditions of the telecommunications sector, the uncertainty of the
collectibility  of  the  notes, the state of the overall economy and the reduced
market  value  of  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  $471,000  in  proceeds,  net of legal costs of $75,000. In
return  for  these proceeds and a perpetual, royalty-free license to the patents
and  patent applications previously owned by Thirdspace, Concurrent relinquished
its  security  interest in certain intellectual property of Thirdspace; however,
Concurrent retained a security interest in all other assets of Thirdspace.

     In  the  first  and second quarters of fiscal 2004, Concurrent received, in
the  aggregate, $2.8 million in proceeds as a result of the sale of the majority
of  Thirdspace's  remaining assets. The proceeds received from the sale of these
assets  are  recorded  in  the line item "Recovery (impairment loss) of minority
investment"  in  the Condensed Consolidated Statements of Operations. Subsequent
to  December  31,  2003,  Concurrent  received  approximately $300,000, which is
expected  to  be  the  final proceeds related to the liquidation of Thirdspace's
remaining assets. The income related to these proceeds will be recognized during
the third quarter of fiscal 2004 in the line item "Recovery (impairment loss) of
minority  investment"  of  the  Condensed Consolidated Statements of Operations.


                                        7
<PAGE>
     In April 2002, Concurrent invested cash of $500,000 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.  This  investment  is  reviewed  quarterly for impairment, and as of
December  31,  2003,  there  has been no evidence of permanent impairment of the
Everstream  investment.

     In  the  ordinary  course  of  business,  Concurrent  purchases  consulting
services  from  Everstream.  During  the three and six months ended December 31,
2003,  Concurrent purchased $5,000 and $13,000 of contract development services,
respectively,  from  Everstream.  During the three and six months ended December
31,  2002,  Concurrent  purchased  $403,000  and  $638,000  of contract software
development  services,  respectively,  from  Everstream.

     All  of  Concurrent's  equity  investments and related notes receivable are
reviewed  for  impairment  on  a  quarterly  basis in accordance with Accounting
Principles  Board  Opinion  No.  18,  "The  Equity  Method  of  Accounting  for
Investments  in  Common Stock" and SFAS 115, "Accounting for Certain Investments
in  Debt  and  Equity  Securities,"  respectively.


7.   RESTRUCTURING  ACTIVITIES

     During  the  fourth  quarter  of  fiscal  2003,  Concurrent  implemented  a
restructuring plan to realign resources to focus on more strategic and immediate
growth  opportunities  and  to  align  the Company's cost structure with revenue
projections.  As  part  of  the  restructuring  plan,  Concurrent  terminated
approximately  7%  of  its  global workforce and reduced office space in certain
international locations.  The restructuring plan was accounted for in accordance
with  SFAS  No.  146,  "Accounting  for  Costs  Associated with Exit or Disposal
Activities."  The  activities  related to this restructuring plan as of December
31,  2003  are  as  follows:

<TABLE>
<CAPTION>
                                                      (DOLLARS IN THOUSANDS)

                                                                LEASE
                                                 WORKFORCE   TERMINATIONS
                                                 REDUCTION     AND OTHER    TOTAL
                                                 ----------  -------------  ------
<S>                                              <C>         <C>            <C>

     Restructuring accrual at June 30, 2003      $      866  $         223  $1,089
     Cash payments                                      578            160     738
                                                 ----------  -------------  ------
     Restructuring accrual at December 31, 2003  $      288  $          63  $  351
                                                 ==========  =============  ======
</TABLE>



                                        8
<PAGE>
8.   ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

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

<TABLE>
<CAPTION>
                              (DOLLARS IN THOUSANDS)

                              DECEMBER 31,  JUNE 30,
                                  2003        2003
                               ----------  ----------
<S>                            <C>         <C>

Accounts payable, trade        $    5,128  $    4,138
Accrued payroll, vacation and
  other employee expenses           4,848       4,760
Warranty accrual                      932       2,131
Restructuring Reserve                 351       1,089
Other accrued expenses              2,587       2,526
                               ----------  ----------
                               $   13,846  $   14,644
                               ==========  ==========
</TABLE>

     Our  estimate of warranty obligations is based on historical experience and
expectation  of  future  conditions.  The changes in the warranty accrual during
fiscal 2004 consist of the following (in thousands):


     Balance at June 30, 2003            $ 2,131
     Charged to costs and expenses           145
     Deductions                           (1,344)
                                         --------
     Balance at December 31, 2003        $   932
                                         ========

9.   COMPREHENSIVE  INCOME

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

<TABLE>
<CAPTION>
                                                    (DOLLARS IN THOUSANDS)

                                             THREE MONTHS ENDED  SIX MONTHS ENDED
                                                 DECEMBER 31,      DECEMBER 31,
                                               2003      2002     2003     2002
                                              -------  --------  ------  --------
<S>                                           <C>      <C>       <C>     <C>

Net income (loss)                             $1,213   $(4,665)  $1,825  $(4,045)

Other comprehensive income (loss):
  Foreign currency translation income (loss)     (71)      162       14      (56)
                                              -------  --------  ------  --------

Total comprehensive income (loss)             $1,142   $(4,503)  $1,839  $(4,101)
                                              =======  ========  ======  ========
</TABLE>

10.  SEGMENT  INFORMATION

     Concurrent  operates  its  business  in  two  segments:  ISD  and  VOD.
Concurrent's  ISD  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.  Concurrent's VOD division is a leading supplier of
interactive  digital  video  streaming  systems primarily to the broadband cable
television  market.  Shared  expenses  are  primarily  allocated based on either
revenues  or headcount.  Corporate costs include costs related to the offices of
the  Chief Executive Officer, Chief Financial Officer, General Counsel, Investor
Relations, Human Resources and other administrative costs including annual audit
and tax fees, legal fees, Board of Directors fees and similar costs.


                                        9
<PAGE>
The  following  summarizes  the operating income (loss) by segment for the three
month  periods  ended  December  31,  2003  and December 31, 2002, respectively:

<TABLE>
<CAPTION>
                                             (DOLLARS IN THOUSANDS)
                                THREE MONTHS ENDED DECEMBER 31, 2003 (UNAUDITED)
                               --------------------------------------------------
                                  ISD         VOD       CORPORATE        TOTAL
                               ----------  ---------  --------------  -----------
<S>                            <C>         <C>        <C>             <C>

Revenues:
  Product                      $    5,597  $  11,568  $           -   $    17,165
  Service                           4,018      1,443              -         5,461
                               ----------  ---------  --------------  -----------
     Total                          9,615     13,011              -        22,626

Cost of sales:
  Product                           2,628      5,484              -         8,112
  Service                           2,233        862              -         3,095
                               ----------  ---------  --------------  -----------
     Total                          4,861      6,346              -        11,207
                               ----------  ---------  --------------  -----------

Gross margin                        4,754      6,665              -        11,419

Operating expenses:
  Sales and marketing               2,000      2,320            109         4,429
  Research and development          1,391      3,314              -         4,705
  General and administrative          365        208          1,602         2,175
                               ----------  ---------  --------------  -----------
    Total operating expenses        3,756      5,842          1,711        11,309
                               ----------  ---------  --------------  -----------

Operating income (loss)        $      998  $     823  $      (1,711)  $       110
                               ==========  =========  ==============  ===========


                                THREE MONTHS ENDED DECEMBER 31, 2002 (UNAUDITED)
                               --------------------------------------------------
                                  ISD         VOD       CORPORATE        TOTAL
                               ----------  ---------  --------------  -----------

Revenues:
  Product                      $    5,879  $   8,879   $           -   $    14,758
  Service                           4,485        891               -         5,376
                               ----------  ----------  --------------  ------------
     Total                         10,364      9,770               -        20,134

Cost of sales:
  Product                           2,288      4,936               -         7,224
  Service                           2,503        802               -         3,305
                               ----------  ----------  --------------  ------------
     Total                          4,791      5,738               -        10,529
                               ----------  ----------  --------------  ------------

Gross margin                        5,573      4,032               -         9,605

Operating expenses:
  Sales and marketing               1,924      2,682             152         4,758
  Research and development          1,278      3,299               -         4,577
  General and administrative          406        502           1,359         2,267
                               ----------  ----------  --------------  ------------
    Total operating expenses        3,608      6,483           1,511        11,602
                               ----------  ----------  --------------  ------------

Operating income (loss)        $    1,965  $  (2,451)  $      (1,511)  $    (1,997)
                               ==========  ==========  ==============  ============
</TABLE>


                                       10
<PAGE>
The  following  summarizes  the  operating  income (loss) by segment for the six
month periods ended December 31, 2003 and December 31, 2002, respectively:

<TABLE>
<CAPTION>
                                              (DOLLARS IN THOUSANDS)
                                  SIX MONTHS ENDED DECEMBER 31, 2003 (UNAUDITED)
                               --------------------------------------------------
                                  ISD         VOD        CORPORATE       TOTAL
                               ----------  ---------  --------------  -----------
<S>                            <C>         <C>        <C>             <C>

Revenues:
  Product                      $    9,991  $  20,715  $           -   $    30,706
  Service                           8,164      2,658              -        10,822
                               ----------  ---------  --------------  -----------
     Total                         18,155     23,373              -        41,528

Cost of sales:
  Product                           3,984      9,141              -        13,125
  Service                           4,417      1,617              -         6,034
                               ----------  ---------  --------------  -----------
     Total                          8,401     10,758              -        19,159
                               ----------  ---------  --------------  -----------

Gross margin                        9,754     12,615              -        22,369

Operating expenses:
  Sales and marketing               3,807      4,476            226         8,509
  Research and development          2,873      6,500              -         9,373
  General and administrative          784        381          3,179         4,344
                               ----------  ---------  --------------  -----------
    Total operating expenses        7,464     11,357          3,405        22,226
                               ----------  ---------  --------------  -----------

Operating income (loss)        $    2,290  $   1,258  $      (3,405)  $       143
                               ==========  =========  ==============  ===========


                                  SIX MONTHS ENDED DECEMBER 31, 2002 (UNAUDITED)
                               --------------------------------------------------
                                  ISD         VOD        CORPORATE       TOTAL
                               ----------  ----------  --------------  ------------
<S>                            <C>         <C>         <C>             <C>

Revenues:
  Product                      $    9,971  $  21,328   $           -   $    31,299
  Service                           9,163      1,813               -        10,976
                               ----------  ----------  --------------  ------------
     Total                         19,134     23,141               -        42,275

Cost of sales:
  Product                           4,064     10,177               -        14,241
  Service                           5,110      1,462               -         6,572
                               ----------  ----------  --------------  ------------
     Total                          9,174     11,639               -        20,813
                               ----------  ----------  --------------  ------------

Gross margin                        9,960     11,502               -        21,462

Operating expenses:
  Sales and marketing               3,768      5,086             308         9,162
  Research and development          2,677      6,347               -         9,024
  General and administrative          835      1,065           2,695         4,595
                               ----------  ----------  --------------  ------------
    Total operating expenses        7,280     12,498           3,003        22,781
                               ----------  ----------  --------------  ------------

Operating income (loss)        $    2,680  $    (996)  $      (3,003)  $    (1,319)
                               ==========  ==========  ==============  ============
</TABLE>


                                       11
<PAGE>
11.  ISSUANCE AND ACCRUAL OF NON-CASH WARRANTS

Comcast Cable Communications, Inc. Warrants

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

     Concurrent  issued  a warrant to purchase 50,000 shares of its Common Stock
on  March  29, 2001, exercisable at $5.196 per share over a four-year term. This
warrant  is  referred  to  as  the  "Initial  Warrant."

     Concurrent  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
each  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".
Concurrent  issued  to Comcast a performance warrant for 4,431 shares on October
9,  2001,  exercisable  at $6.251 per share over a four-year term, a performance
warrant  for 52,511 shares on January 15, 2002, exercisable at $15.019 per share
over  a four year term, and a performance warrant for 1,502 shares on August 10,
2002,  exercisable  at $5.707 per share over a four year term.  No warrants were
issued during the three and six month periods ended December 31, 2003.

     Concurrent  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 services exceeds
specified  threshold  levels.  These  warrants  are  referred  to  as the "Cliff
Warrants".

     Concurrent  is  recognizing  the  value of the Performance Warrants and the
Cliff  Warrants  over  the term of the agreement as Comcast purchases additional
VOD  equipment from Concurrent and makes the service available to its customers.
The value of the warrants is determined using the Black-Scholes valuation model.
The  weighted-average  assumptions used for the quarters ended December 31, 2003
and  2002,  respectively,  were: expected dividend yield of 0% for both periods;
risk-free  interest  rate  of 2.83% and 2.39%; expected life of 4 years for both
periods;  and  an  expected volatility of 111% and 120%.  Concurrent will adjust
the  value  of  the  earned but unissued warrants on a quarterly basis using the
Black-Scholes valuation 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 valuation model and recognized
as  part  of  revenue  on  a  quarterly  basis.

     The  exercise  price  of  the  warrants is subject to adjustments 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  Concurrent's  Common  Stock.  Based  on  the
information that is currently available, Concurrent 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 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.

     For the three and six months ended December 31, 2003, Concurrent recognized
$80,000  and  $431,000,  respectively,  as  a  reduction  in  revenue  for  the
Performance Warrants and Cliff Warrants that have been earned but unissued as of
December 31, 2003. The decrease in revenue during the three and six months ended
December  31,  2003  is due to the increase in the number of Comcast basic cable
subscribers  that  have  the ability to utilize VOD services and the increase in
the  Black-Scholes  value  of  the  warrants  earned but unissued. For the three
months  ended  December 31, 2002, Concurrent recognized $56,000 as a decrease in
revenue  for  the  Performance Warrants and Cliff Warrants that have been earned
but  unissued. For the six months ended December 31, 2002, Concurrent recognized
$2,000 as an increase in revenue for


                                       12
<PAGE>
the  Performance  Warrants and Cliff Warrants that have been earned but unissued
due  primarily  to  a decrease in the Black-Scholes value of the warrants earned
but  unissued  as  of  December  31,  2002.

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.  The value
of  these  warrants  could not exceed 5% of applicable revenue and the number of
shares  of  Concurrent common stock related to the warrants was determined using
the  Black-Scholes valuation model and could not exceed 888,888 shares for every
$30 million of revenue from the sale of VOD servers using the SAI platform.  The
Black-Scholes value of these warrants could not impact gross margin by more than
$1.5 million per $30 million of applicable revenue.  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  December  31,  2003.

     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  a warrant under the agreement regarding the second $30 million threshold,
and accordingly, reversed $1.3 million of expense in the first quarter of fiscal
2004, which had been previously accrued in anticipation of reaching the next $30
million  threshold. This reversal was recorded in VOD product cost of sales. For
the  three  and six month periods ended December 31, 2002, Concurrent recognized
$190,000  and  $193,000,  respectively, as part of VOD product cost of sales for
the  SAI  warrants  that  had  been  earned  but  unissued.


12.  RECENT  ACCOUNTING  PRONOUNCEMENTS

     In  December  2002,  the  FASB  issued  Interpretation  No.  ("FIN")  45,
"Guarantor's  Accounting  and  Disclosure Requirements for Guarantees, Including
Indirect  Guarantees  of  Indebtedness of Others," which provides for additional
disclosures  to  be  made  by  a  guarantor  in its interim and annual financial
statements  about  its  obligations and requires, under certain circumstances, a
guarantor  to recognize at the inception of a guarantee a liability for the fair
value of the obligation undertaken in issuing the guarantee.  Concurrent adopted
the  disclosure  requirements for fiscal year ended June 30, 2003.  The adoption
of  FIN  45 has not had a material impact on Concurrent's consolidated financial
statements.

     In  May  2003,  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with Characteristics of Both Liabilities and Equity."  SFAS No. 150
clarifies  the  definition  of a liability as currently defined in FASB Concepts
Statement  No.  6,  "Elements of Financial Statements," as well as other planned
revisions.  This  statement  requires  a  financial  instrument that embodies an
obligation  of  an  issuer  to  be  classified as a liability.  In addition, the
statement  establishes  standards  for the initial and subsequent measurement of
these  financial  instruments  and disclosure requirements.  SFAS No. 150 became
effective for Concurrent on July 1, 2003.  The adoption of this standard did not
have a material impact on Concurrent's consolidated financial statements.

     In  December  2003,  the  FASB issued FIN 46(R), "Consolidation of Variable
Interest  Entities"  FIN  46(R)  replaced  FIN  46,  "Consolidation  of Variable
Interest  Entities"  (issued in January 2003), and expands and clarifies FIN 46,
as  well  as  updates  the  effective  date  and  transition  guidance.  This
interpretation clarifies the application of Accounting Research Bulletin No. 51,
"Consolidated  Financial  Statements," in determining whether a reporting entity
should  consolidate  certain  legal  entities,  including  partnerships, limited
liability  companies,  or trusts, among others, collectively defined as variable
interest  entities.  This  interpretation  applies to variable interest entities
created  or obtained after January 31, 2003, and as of July 1, 2003, to variable
interest  entities  in  which  an  enterprise  holds a variable interest that it
acquired  before  February  1,  2003.  The  FASB  subsequently issued FASB Staff
Position  FIN  46-6, which defers the effective date for applying the provisions
of  FIN  46  to  financial  statements  for  (1)  interests  held  by


                                       13
<PAGE>
public  entities  in  variable  interest entities or potential variable interest
entities  created  before  February  1,  2003  and (2) non-registered investment
companies.  Concurrent  does not have any variable interest entities; therefore,
management  believes  this  statement  will  not  have  a  material  impact  on
Concurrent's  consolidated  financial  statements.

     In December 2003, the FASB issued SFAS 132(R) "Employers' Disclosures about
Pensions  and  Other Postretirement Benefits." This Statement revises employers'
disclosures  about  pension  plans  and  other postretirement benefit plans. The
provisions  of  this  Statement  do  not  change the measurement and recognition
provisions  of  FASB  Statements No. 87, Employers' Accounting for Pensions, No.
88,  Employers'  Accounting  for Settlements and Curtailments of Defined Benefit
Pension  Plans  and for Termination Benefits, and No. 106, Employers' Accounting
for  Postretirement Benefits Other Than Pensions. Statement 132(R) replaces FASB
Statement  No.  132,  Employers'  Disclosures  about  Pensions  and  Other
Postretirement Benefits, and adds additional disclosures. It requires additional
disclosures  to  those  in the original Statement 132 about assets, obligations,
cash  flows,  and net periodic benefit cost of defined benefit pension plans and
other  defined  benefit postretirement plans. The required information should be
provided  separately  for  pension  plans  and  for other postretirement benefit
plans.  Concurrent  will  provide interim-period disclosures as required by this
Statement  beginning  in the three and nine month periods ending March 31, 2004.


13.  CONTINGENCIES

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


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

SELECTED OPERATING DATA AS A PERCENTAGE OF TOTAL REVENUE

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

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED SIX MONTHS ENDED
                                                      DECEMBER 31,    DECEMBER 31,
                                                     2003    2002    2003    2002
                                                    --------------  --------------
<S>                                                 <C>     <C>     <C>     <C>
Revenues:
  Product
    Real-time systems                                24.8%   29.2%   24.0%   23.6%
    VOD systems                                      51.1    44.1    49.9    50.5
                                                    ------  ------  ------  ------
      Total product revenues                         75.9    73.3    73.9    74.0

  Service
    Real-time systems                                17.7    22.3    19.7    21.7
    VOD systems                                       6.4     4.4     6.4     4.3
                                                    ------  ------  ------  ------
      Total service revenues                         24.1    26.7    26.1    26.0
                                                    ------  ------  ------  ------

      Total revenues                                100.0   100.0   100.0   100.0

Cost of sales (% of respective sales category):
  Product
    Real-time systems                                47.0    38.9    39.9    40.8
    VOD systems                                      47.4    55.6    44.1    47.7
                                                    ------  ------  ------  ------
      Total product cost of sales                    47.3    48.9    42.7    45.5

  Service
    Real-time systems                                55.6    55.8    54.1    55.8
    VOD systems                                      59.7    90.0    60.8    80.6
                                                    ------  ------  ------  ------
      Total service cost of sales                    56.7    61.5    55.8    59.9
                                                    ------  ------  ------  ------
      Total cost of sales                            49.5    52.3    46.1    49.2
                                                    ------  ------  ------  ------

Gross margin                                         50.5    47.7    53.9    50.8

Operating expenses:
  Sales and marketing                                19.6    23.6    20.5    21.7
  Research and development                           20.8    22.7    22.6    21.3
  General and administrative                          9.6    11.3    10.5    10.9
                                                    ------  ------  ------  ------
      Total operating expenses                       50.0    57.6    53.6    53.9
                                                    ------  ------  ------  ------

Operating income (loss)                               0.5    (9.9)    0.3    (3.1)

Recovery (impairment loss) of minority investment     7.5   (14.6)    6.7    (7.0)
Interest income - net                                 0.3     0.5     0.3     0.7
Other income (expense) - net                         (0.1)    0.2    (0.4)      -
                                                    ------  ------  ------  ------

Income (loss) before income taxes                     8.2   (23.8)    6.9    (9.4)

Provision (benefit) for income taxes                  2.8    (0.6)    2.5     0.2
                                                    ------  ------  ------  ------

Net income (loss)                                     5.4%  (23.2)%   4.4%   (9.6)%
                                                    ======  ======  ======  ======
</TABLE>


                                       15
<PAGE>
RESULTS  OF  OPERATIONS

THE  THREE  MONTHS  ENDED  DECEMBER  31, 2003 COMPARED TO THE THREE MONTHS ENDED
DECEMBER  31,  2002

     Product Sales.  Total product sales were $17.2 million for the three months
ended  December  31,  2003,  an  increase  of $2.4 million, or 16.3%, from $14.8
million  for  the  same period of the prior year.  The increase in product sales
resulted  primarily  from  the increase in VOD product sales of $2.7 million, or
30.3%,  to  $11.6 million in the three month period ended December 31, 2003 from
$8.9 million for the same period of the prior year.  The increase in VOD product
sales  for  the  three  months  ended  December  31,  2003  was due primarily to
increased  volume  of  VOD  server  sales  and  a different mix of customers and
products  in  the  three  months  as  compared  to  the prior year period.  This
increase  in volume of video streams shipped was partially offset by a reduction
in the amount of content storage sold and reduced price per stream sold.

     Sales  of  real-time  products  decreased  $0.3  million,  or 4.8%, to $5.6
million for the three month period ended December 31, 2003 from $5.9 million for
the  same  period  of the prior year.  The decrease in real-time product revenue
was  due  to  $1.2  million  of  revenue in the second quarter of the prior year
related  to  product  shipped  for  the C-130 program which did not recur in the
second  quarter  of  the  current  year.  This  decrease in domestic revenue was
offset  by  a $0.9 million increase in international revenue in Europe and Asia.

     Service  Revenue.  Service revenue increased $0.1 million, or 1.6%, to $5.5
million  for  the  three month period ended December 31, 2003, from $5.4 million
for  the  same  period  of  the  prior year.  VOD service revenue increased $0.6
million,  or 62.0%, to $1.5 million in the three month period ended December 31,
2003  from  $0.9  million  for  the  same  period  of the prior year, as the VOD
division  continued to recognize deferred maintenance revenue and expand its VOD
customer  base  requiring  additional installation, training, technical support,
and  software  and  hardware  maintenance services.  The increase in VOD service
revenue  was  offset  by a $0.5 million, or 10.4%, decrease in real-time service
revenue  to $4.0 million for the three month period ended December 31, 2003 from
$4.5  million  for the same period of the prior year.  Real-time service revenue
continued  to decline primarily due to the cancellation of maintenance contracts
as  machines  were  removed  from  service and from customers purchasing our new
products  that  are  less  expensive  to  maintain.

     Product  Gross  Margin.  Product  gross  margin  increased $1.5 million, or
20.2%,  to  $9.0  million for the three months ended December 31, 2003 from $7.5
million  for  the  same period of the prior year.  The product gross margin as a
percentage  of sales increased to 52.7% in the three month period ended December
31,  2003  from  51.1%  in  the three month period ended December 31, 2002.  VOD
product gross margin increased to 52.6% in the three month period ended December
31,  2003  from 44.4% in the same period of the prior year due to the lower cost
of  the  MediaHawk  4000  video  server solution sold during the current quarter
versus  the previous generation MediaHawk 3000 video server solution sold during
the  same  period  of  the  prior  year,  and  also the mix of product sold.  In
addition,  during  the prior year period, the VOD division accrued approximately
$0.2  million of warrant expense from sales to customers using the SAI platform.
The  agreement  with SAI requiring accrual of this cost expired during the first
quarter  of  fiscal 2004.   Real-time product gross margin decreased to 53.0% in
the three month period ended December 31, 2003 from 61.1% for the same period of
the  prior  year  due  to  a less favorable product mix, particularly related to
higher margin software sales to one specific customer in the prior year quarter,
as  compared  to  the  current  year  quarter.

     Service  Gross Margin. The gross margin on service sales increased to 43.3%
for  the  three  month  period  ended  December 31, 2003 from 38.5% for the same
period  of  the  prior  year. VOD service margins increased to 40.3% compared to
10.0%  in  the  prior year period as the VOD division continues to build its VOD
customer  base  and  revenue at a faster rate than the costs required to provide
these  services.  Real-time service gross margin increased slightly to 44.4% for
the  three  month period ended from 44.2% for the same period of the prior year.


                                       16
<PAGE>
     Sales and Marketing. Sales and marketing expenses decreased as a percentage
of  sales  to  19.6% for the three months ended December 31, 2003 from 23.6% for
the  same  period  of  the prior year. These expenses decreased $0.3 million, or
6.9%, to $4.5 million during the three month period ended December 31, 2003 from
$4.8  million  in  the  same period of the prior year. The ISD division's second
quarter sales and marketing expenses increased $0.1 million compared to the same
period  in  the prior year primarily due to an increase in personnel to focus on
domestic  opportunities.  The  VOD  division's  sales  and  marketing  expenses
decreased  $0.4  million  primarily  due  to  reduced salaries and wages of $0.3
million as a result of non-recurring European severance that occurred during the
same  period of the prior year and the elimination of certain personnel costs in
the  fourth  quarter of fiscal 2003. In addition, the VOD division reduced trade
show and other advertising costs during the three months ended December 31, 2003
by $0.2 million compared to the same period of the prior year.

     Research and Development.  Research and development expenses decreased as a
percentage  of  sales to 20.8% for the three months ended December 31, 2003 from
22.7%  for  the  same  period  of  the prior year. These expenses increased $0.1
million,  or  2.8%, to $4.7 million during the three month period ended December
31,  2003  from $4.6 million during the same period of the prior year.  The $0.1
million  increase  in  research and development expense is due to a $0.4 million
increase  in  salaries  and related costs as the VOD and ISD divisions added new
development  staff  since  the  same period of the prior year and a $0.1 million
increase  in  fixed  asset depreciation expense in the VOD division, offset by a
$0.4  million  decrease in external software development and consulting expenses
in the VOD division as compared to the same period of the prior year.

     General  and  Administrative. General and administrative expenses decreased
as  a  percentage  of sales to 9.6% for the three months ended December 31, 2003
from  11.3% for the same period of the prior year. These expenses decreased $0.1
million,  or  4.1%,  to  $2.2 million during the three months ended December 31,
2003  compared to $2.3 million in same period of the prior year due primarily to
a  reduction in the bad debt reserve of $0.3 million, partially offset by a $0.1
million  increase  in consulting and legal costs, and a $0.1 million increase in
accounting  salaries  and  wages  in the three months ended December 31, 2003 as
compared  to  the  same  period  of  the  prior  year.

     Recovery  (Impairment Loss) of Minority Investment. In the second and third
quarters  of  fiscal  2003,  in  the aggregate, a net impairment charge of $13.0
million  was recorded due to an other-than-temporary decline in the market value
of the equity investment in Thirdspace, which included a $6.1 million charge for
the write off of two $3.0 million notes receivable and related accrued interest.
At  the  end  of  fiscal  2003,  Thirdspace was sold and placed into liquidation
resulting  in  a  recovery for Concurrent of $1.5 million prior to September 30,
2003.  Additionally,  in the quarter ended December 31, 2003 Concurrent received
an additional $1.7 million out of the liquidation. The income recognized related
to  these  proceeds  is recorded in the line item "Recovery (impairment loss) of
minority  investment" in the Condensed Consolidated Statements of Operations and
the value of the investment and notes receivables remain at zero on our December
31, 2003 Condensed Consolidated Balance Sheets. Subsequent to December 31, 2003,
Concurrent  received  approximately  $300,000,  which  is  expected  to  be
substantially  all  of  the  remaining  anticipated  proceeds  related  to  the
liquidation  of  Thirdspace's  remaining  assets.  The  income  related to these
proceeds  will be recognized during the third quarter of fiscal 2004 in the line
item  "Recovery  (impairment  loss)  of  minority  investment"  in the Condensed
Consolidated  Statements  of  Operations.

     Provision  (Benefit) for Income Taxes.  Income tax expense for our domestic
and  foreign  subsidiaries  of $0.7 million was recorded during the three months
ended  December  31, 2003 based on a pre-tax income of $1.9 million resulting in
an  effective  tax  rate  for  the  quarter  of  35%.  This expense is primarily
attributable  to  U.S. federal income tax that is offset by net operating losses
originating  prior  to the 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.  An  income  tax  benefit of $126,000 was recorded during the
three  months ended December 31, 2002 based on pre-tax net loss of $4.8 million.


                                       17
<PAGE>
     Net  Income  (Loss).  Net  income  was  $1.2 million or $0.02 per basic and
diluted  share  for the three months ended December 31, 2003. A net loss of $4.7
million or $0.08 per basic and diluted share for the three months ended December
31,  2002  was  recorded.

THE SIX MONTHS ENDED DECEMBER 31, 2003 COMPARED TO THE SIX MONTHS ENDED DECEMBER
31,  2002

     Product  Sales.  Total  product sales were $30.7 million for the six months
ended December 31, 2003, a decrease of $0.6 million, or 1.9%, from $31.3 million
for  the  same period of the prior year.  The decrease in product sales resulted
from  the  decrease  in  VOD  product  sales  of $0.6 million, or 2.9%, to $20.7
million  in  the six month period ended December 31, 2003 from $21.3 million for
same  period  of  the prior year.  The decrease in VOD product sales for the six
months ended December 31, 2003 was due primarily to a different mix of customers
and  products, including decreased sales of internal QAMs and Upconverters and a
decrease in prices of certain system components in the six months ended December
31,  2003  as  compared  to  the prior year period.  The decrease in VOD product
sales  was  also  due  to  an  increase of approximately $0.4 million in revenue
reductions  resulting  from  additional  warrants  being  earned  by  Comcast as
compared to the same period of the prior year. The decrease in VOD product sales
was  partially  offset  by  software sales of our newly released Real-Time Media
content ingestion product as compared to the prior year period.

     Sales  of  real-time  products  were unchanged at $10.0 million for the six
month periods ended December 31, 2003 and 2002.

     Service Revenue.  Service revenue decreased $0.2 million, or 1.4%, to $10.8
million for the six month period ended December 31, 2003, from $11.0 million for
the  same period of the prior year.  VOD service revenue increased $0.8 million,
or  46.6%,  to $2.6 million in the six month period ended December 31, 2003 from
$1.8  million  for  the  same  period  of  the  prior  year, as the VOD division
continued  to recognize deferred maintenance revenue and expand its VOD customer
base  requiring  additional  installation,  training,  technical  support,  and
software and hardware maintenance services.  The increase in VOD service revenue
was offset by a $1.0 million, or 10.9%, decrease in real-time service revenue to
$8.2  million for the six month period ended December 31, 2003 from $9.2 million
for  the  same period of the prior year.  Real-time service revenue continued to
decline  primarily  due to the cancellation of maintenance contracts as machines
were removed from service and, to a lesser extent, from customers purchasing our
new  products  that  are  less  expensive  to  maintain.

     Product  Gross  Margin.  Product  gross  margin  increased $0.5 million, or
3.1%,  to  $17.6  million  for the six months ended December 31, 2003 from $17.1
million  for  the  same period of the prior year.  The product gross margin as a
percentage  of  sales  increased to 57.3% in the six month period ended December
31,  2003  from  54.5%  in  the  six  month period ended December 31, 2002.  VOD
product  gross  margin increased to 55.9% in the six month period ended December
31,  2003  from 52.3% in the same period of the prior year.  The increase in VOD
margin  is  due  to  the  $1.3 million reversal from cost of sales of previously
recognized  warrant  expense  in the six months ended December 31, 2003 and also
due  to the lower cost of the MediaHawk 4000 video server solution predominantly
sold  during  the  current  period versus the previous generation MediaHawk 3000
server  solution  sold  during the same period of the prior year.  The favorable
impact  from  the  SAI  warrant  expense reversal and lower production costs was
partially  offset  by  an  increase  in  the  revenue reduction from the warrant
accrual for Comcast of approximately $0.4 million over the prior year period due
to an increase in the Black-Scholes value of the warrants and increased sales to
Comcast  during the six months ended December 31, 2003.  Real-time product gross
margin  increased  to 60.1% in the six month period ended December 31, 2003 from
59.2% for the same period of the prior year due to a more favorable product mix,
particularly  related to higher margin software sales in first quarter of fiscal
2004, as compared to the same period of the prior fiscal year.

     Service  Gross Margin. The gross margin on service sales increased to 44.2%
for  the six month period ended December 31, 2003 from 40.1% for the same period
of  the  prior year. VOD service margins increased to 39.2% compared to 19.4% in
the  prior  year  period as the VOD division continues to build its VOD customer
base  and  revenue  at  a  faster  rate than the costs required to provide these
services.  Real-time


                                       18
<PAGE>
service  gross  margin  increased  to  45.9% from 44.2% due primarily to reduced
costs  from  the  restructuring initiatives implemented in the fourth quarter of
fiscal  2003.

     Sales and Marketing. Sales and marketing expenses decreased as a percentage
of  sales to 20.5% for the six months ended December 31, 2003 from 21.7% for the
same  period  of the prior year. These expenses decreased $0.7 million, or 7.1%,
to  $8.5  million  during the six month period ended December 31, 2003 from $9.2
million  in  the  same  period  of  the prior year. The ISD division's sales and
marketing  expenses  remained relatively constant as compared to the same period
of the prior year as $0.1 million of additional trade show and marketing expense
was  offset  by a $0.1 million decrease in commissions. The VOD division's sales
and marketing expenses decreased $0.7 million primarily due to $0.7 million less
severance  expense and reduced salaries and wages as a result of the elimination
of  certain  personnel  costs in the fourth quarter of fiscal 2003. In addition,
the  VOD  division reduced trade show and other advertising costs during the six
months  ended  December  31, 2003 by $0.2 million compared to the same period of
the  prior  year.

     Research and Development.  Research and development expenses increased as a
percentage  of  sales  to  22.6% for the six months ended December 31, 2003 from
21.3%  for  the  same  period  of  the prior year. These expenses increased $0.4
million, or 3.9%, to $9.4 million during the six month period ended December 31,
2003  from  $9.0  million  during  the  same period of the prior year.  The $0.4
million  increase  in research and development expense is due to a $0.8 increase
in salaries and related costs as the VOD and ISD divisions added new development
staff  since  the  same  period of the prior year and a $0.2 million increase in
fixed asset depreciation expense in the VOD division, partially offset by a $0.6
million decrease in external software development and consulting expenses in the
VOD division as compared to the same period of the prior year.

     General  and  Administrative. General and administrative expenses decreased
as  a  percentage  of  sales to 10.5% for the six months ended December 31, 2003
from  10.9% for the same period of the prior year. These expenses decreased $0.3
million,  or 5.5%, to $4.3 million during the six months ended December 31, 2003
compared  to  $4.6  million  in same period of the prior year due primarily to a
reduction  in the bad debt reserve of $0.6 million and insurance expense of $0.1
million. These reduced costs were partially offset by a $0.1 million increase in
legal  costs  and  a  $0.3  million  increase  in accounting salaries, wages and
consulting  fees  in  the  six months ended December 31, 2003 as compared to the
same  period  of  the  prior  year.

     Recovery  (Impairment  Loss)  of  Minority  Investment.   In the second and
third  quarters  of  fiscal  2003,  in the aggregate, a net impairment charge of
$13.0  million was recorded due to an other-than-temporary decline in the market
value  of  our  equity  investment  in Thirdspace, which included a $6.1 million
charge  for  the  write  off  of  two  $3.0 million notes receivable and related
accrued  interest.  At  the  end  of fiscal 2003, Thirdspace was sold and placed
into liquidation resulting in a recovery for Concurrent of $0.5 million prior to
July  1,  2003.  Additionally,  in  the  six  months  ended  December  31,  2003
Concurrent  received  an  additional  $2.8  million out of the liquidation.  The
income  recognized  related  to  these  proceeds  is  recorded  in the line item
"Recovery  (impairment  loss)  of  minority  investment"  in  the  Condensed
Consolidated  Statements of Operations and the value of the investment and notes
receivables  remain  at  zero  on  our  December 31, 2003 Condensed Consolidated
Balance  Sheets.  Subsequent  to  December  31,  2003,  Concurrent  received
approximately  $300,000,  which  is  expected  to  be  substantially  all of the
remaining  anticipated  proceeds  related  to  the  liquidation  of Thirdspace's
remaining assets. The income related to these proceeds will be recognized during
the third quarter of fiscal 2004 in the line item "Recovery (impairment loss) of
minority  investment"  in  the  Condensed Consolidated Statements of Operations.

     Provision  (Benefit) for Income Taxes.  Income tax expense for our domestic
and  foreign  subsidiaries of $1.1 million was recorded for the six month period
ended  December 31, 2003 based on pre-tax income of $2.9 million resulting in an
effective  tax  rate  for  the  period  of  36.7%.  This  expense  is  primarily
attributable  to  U.S. federal income tax that is 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.  We recorded income tax expense of $0.1 million during the six
months  ended December


                                       19
<PAGE>
31,  2002  based on pre-tax net loss of $4.0 million. This expense was primarily
attributable  to  foreign  withholding  taxes  and  income  earned  in  foreign
locations, which cannot be offset by net operating loss carryforwards.

     Net  Income  (Loss).  Net  income  of  $1.8  million or $0.03 per basic and
diluted  share  was  recorded  for the six months ended December 31, 2003. A net
loss  of  $4.0  million  or $0.07 per basic and diluted share for the six months
ended  December  31,  2002.

LIQUIDITY  AND  CAPITAL  RESOURCES

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

     -    the  actual  versus  anticipated  decline  in  sales  of  real-time
          proprietary  systems  and  service  maintenance  revenue;
     -    revenues  from  real-time  systems;
     -    revenue  growth from VOD systems and the pace at which cable companies
          implement  VOD  technology;
     -    ongoing  cost  control  actions  and  expenses, including for example,
          research  and  development  and  capital  expenditures;
     -    the  margins  on  the  VOD  and  real-time  businesses;
     -    our  ability  to  raise  additional  capital,  if  necessary;
     -    our  ability  to  obtain  bank  financing,  if  necessary;
     -    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;
     -    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;  and
     -    the  success  of  the fourth generation VOD platform and our real time
          Linux  products.

     We  used  cash  of  $4.8  million  from operating activities during the six
months ended December 31, 2003 compared to providing cash of $5.1 million during
the  same  period  of  the prior year.  The decrease in cash from operations was
primarily  due  to  timing differences between payments for inventory purchased,
processed and sold during the year and collections of receivables generated from
these sales, partially offset by net income in the six months ended December 31,
2003 compared to a net loss in the six months ended December 31, 2002.

     We  invested  $2.1  million in property, plant and equipment during the six
months  ended  December  31, 2003 compared to $3.0 million during the six months
ended December 31, 2002. Capital additions during the first six months of fiscal
2004  related  primarily  to  product  development  and  testing  equipment  and
demonstration  equipment for our VOD division. Concurrent received an additional
$2.8  million  from the continued liquidation of Thirdspace during the six month
period  ended  December  31,  2003.  Subsequent to December 31, 2003, Concurrent
received  approximately  $300,000,  which is expected to be substantially all of
the  remaining  anticipated  proceeds related to the liquidation of Thirdspace's
remaining  assets.

     We  received  $1.1  million and $8,000 from the issuance of common stock to
employees  and directors who exercised stock options during the six months ended
December  31,  2003  and  2002,  respectively.

     At  December  31,  2003, we had working capital of $34.7 million and had no
material  commitments  for  capital  expenditures.  We believe that the existing
cash  balances  and funds generated by operations will be sufficient to meet the
anticipated working capital and capital expenditure requirements for the next 12
months.


                                       20
<PAGE>
     Deferred revenues increased $4.5 million from $7.6 million at June 30, 2003
to  $12.1  million  at  December  31,  2003.  This  increase is primarily due to
billings  to  a  North  America  cable  operator  in  advance  of our ability to
recognize  revenue under SOP 97-2 and due to the growing base of cable customers
with  maintenance  programs  where  the  revenue  is recognized ratably over the
maintenance  period.

     We maintain pension plans for certain employees and former employees in the
United  Kingdom  and  Germany.  The projected benefit obligation for the benefit
plans  at  June 30, 2003 and June 30, 2002 as determined in accordance with SFAS
No.  87,  "Employers  Accounting  for  Pensions",  was  $21.5  million and $17.0
million,  respectively,  and the value of the plans assets was $12.9 million and
$12.0  million,  respectively.  As  a result, the plans were underfunded by $8.6
million  at  June  30,  2003 and by $5.0 million at June 30, 2002.  The value of
plan  assets  was  $14.8  million  at  December 31, 2003.  It is likely that the
amount  of  our  contribution  to  the  plans will increase from the $394,000 of
contributions  made  in fiscal 2003. In addition, management expects the pension
cost  to  be  recognized  in  the  financial  statements  will increase from the
$747,000  recognized  in fiscal 2003 to approximately $1,060,000 in fiscal 2004,
of  which approximately $530,000 was recognized in the six months ended December
31, 2003. The expense to be recognized in future periods could increase further,
depending  upon  the  amount  of the change in the fair market value of the plan
assets and the change in the projected benefit obligation.

     The  funding  deficiency  of  $8.6  million  at  June 30, 2003 may increase
further or decrease in the future depending primarily upon the actual investment
performance  of  the pension assets as compared to the assumed rate of return on
plan  assets  and  the  amount  of contributions to the plan by the Company. The
Company is currently in the process of completing its valuation to determine the
amount  of  contributions  to the plan that the Company will be required to make
for the next 3 years. We also recorded a reduction to stockholders' equity as of
June  30,  2003  and  2002,  amounting  to  $3.0  million  and  $1.6  million,
respectively,  due  to  the  decrease in the discount rate used to calculate the
accumulated benefit obligation and the less than anticipated investment returns.


CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

     Our  only  significant  contractual  obligations  and commitments relate to
certain  operating leases for sales, service and manufacturing facilities in the
United  States,  Europe  and  Asia.

     CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements made or incorporated by reference in this report on Form
10-Q  may  constitute  "forward-looking  statements"  within  the meaning of the
federal  securities  laws.  When  used  or  incorporated  by  reference  in this
prospectus,  the  words  "believes,"  "expects,"  "estimates", "anticipates" and
similar  expressions  are  intended  to  identify  forward-looking  statements.
Statements  regarding future events and developments and our future performance,
as  well  as our expectations, beliefs, plans, estimates or projections relating
to  the future, are forward-looking statements within the meaning of these laws.
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:

     -    the  concentration  of  our  customers;
     -    capital  spending  patterns  by  a  limited  customer  base;
     -    system  errors  or  failures;
     -    the  success  of  new  products  in  both  the  VOD and ISD divisions;
     -    our  ability  to  keep  our  customers  satisfied;
     -    failure  to  effectively  manage  growth;
     -    availability  of  VOD  content;
     -    changes  in  product  demand;


                                       21
<PAGE>
     -    delays  in  testing  and  introductions  of  new  products;
     -    reliance  on  a  limited  number  of  suppliers;
     -    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;
     -    uncertainties  relating  to  the  development  and  ownership  of
          intellectual  property;
     -    rapid  technology  changes;
     -    economic  conditions;
     -    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  limited  operating  history  of  our  VOD  segment;
     -    demand  shifts  from  high-priced,  proprietary  real-time  systems to
          low-priced,  open  server  systems;
     -    contract  obligations  that  could  impact  revenue  recognition;
     -    delays  or  cancellations  of  customer  orders;
     -    various  inventory  risks  due  to  changes  in  market  conditions;
     -    the  availability  of  Linux software in light of issues raised by the
          SCO  Group;
     -    the  success  of  our new initiative in our Concurrent Federal Systems
          (CFSI) subsidiary to penetrate opportunities with the U.S. government;
     -    uncertainties  associated  with  international  business  activities,
          including  foreign  regulations,  trade  controls,  taxes and currency
          fluctuations;  and
     -    the  valuation  of  equity  investments  and  collectibility  of notes
          receivable.

     Other  important  risk  factors  are discussed in our Annual Report on Form
10-K for the fiscal year ended June 30, 2003.

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

ITEM 3.   QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  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  the  financial  statements.

     We  conduct  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. 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 December 31, 2003, the end of the quarter to which this report
relates.  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


                                       22
<PAGE>
controls  and  procedures  are  effective. There were no changes to our internal
controls  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 subsequent to the date of their evaluation.

     Disclosure  controls  and procedures are controls and other procedures that
are  designed  to  ensure that information required to be disclosed by us in the
reports  that  we  file  or submit under the Securities Exchange Act of 1934, as
amended,  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 or submit under the Exchange Act are accumulated and
communicated  to  our  management, including our principal executive officer and
principal financial officer, as appropriate, to allow timely decisions regarding
required  disclosure.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     From  time  to  time,  we  may be involved in litigation relating to claims
arising  out  of our ordinary course of business.  We are not presently involved
in any material litigation, but have the following matters pending:

     -    SeaChange  International,  Inc. v. Putterman, et al, Arkansas Court of
          ---------------------------------------------------
          Appeals,  Case  No.  CA  01-1126.  The suit was filed on June 14, 1999
          alleging  that we defamed SeaChange International, Inc. ("SeaChange").
          On  June  14,  2000, we counterclaimed against SeaChange alleging that
          SeaChange defamed us. On January 4, 2001, the court granted our motion
          to  dismiss  all  claims  against  us.  SeaChange  subsequently  and
          successfully  appealed  and  the  actual trial began January 26, 2004.

     -    Eason  v.  Concurrent  Computer  Corp,  et  al., Superior Court of New
          -----------------------------------------------
          Jersey,  Appellate Division, Docket No. A-003181-02T2. This suit arose
          out of a personal injury claim filed in 1994 wherein plaintiff alleged
          that he was injured when a lamp post fell in our parking lot. The case
          against  us  was  dismissed in 1995, but in 2000 the plaintiff amended
          the  cause  of  action  and  refiled against us alleging spoliation of
          evidence.  The  plaintiff  obtained a default judgment for $119,800 in
          December  2001 that was vacated in August 2002. Plaintiff subsequently
          refiled  and  in February 2003 the court granted our motion to dismiss
          all claims. Plaintiff has appealed, and the matter has been briefed. A
          decision  by  the  appellate  court  is  expected  this  fiscal  year.

     We  are  involved  in various other legal proceedings.  We believe that any
liability  which  may  arise  as  a  result  of these proceedings, including the
proceedings  specifically  discussed  above,  will  not  have a material adverse
effect  on  our  financial  condition.

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

     Concurrent's  Annual  Meeting of Stockholders was held on October 21, 2003.
The  results  of  the  voting  were  as  follows:

     -    The  following  persons  were  elected as directors to serve until the
          next  annual  meeting  of stockholders: Alex B. Best (56,041,065 votes
          for,  493,058 votes withheld), Charles Blackmon (54,697,430 votes for,
          1,836,693  votes  withheld), Michael A. Brunner (54,607,721 votes for,
          1,926,402  votes  withheld),  Jack  A.  Bryant  (55,860,076 votes for,
          674,047  votes  withheld),  Bruce  N. Hawthorne (48,736,123 votes for,
          7,798,000  votes  withheld),  C.  Shelton James (54,614,155 votes for,
          1,919,968  votes  withheld)  and Steve G. Nussrallah (55,074,429 votes
          for,  1,459,694  votes  withheld).


                                       23
<PAGE>
     -    The  selection  by  the  Audit  Committee  of  Deloitte & Touch LLP as
          Concurrent's  independent auditors for the fiscal year ending June 30,
          2004  was  ratified  (53,959,589  votes  for, 2,489,125 votes against,
          85,409  votes  abstained).

ITEM 5.     OTHER  INFORMATION

     Our  Vice  President of Worldwide Sales and Marketing for our ISD division,
Robert  T.  Menzel,  informed the Company of his plans to retire from Concurrent
effective  February  13, 2004. Mr. Menzel's retirement comes after over 25 years
of service in the computer and simulation business and after 12 years of service
at  Concurrent.

     Our  Vice  President  of  Sales  for  our  VOD division, David M. Nicholas,
announced  his  resignation. David began his employment with Concurrent in March
of  1999.  Mr.  Nicholas  will  be  pursuing  other  interests.


                                       24
<PAGE>
ITEM 6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits:

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

       3.2   - Amended  and  Restated  Bylaws  of  the Registrant Certificate
               (incorporated by reference to the Registrants 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  Registrants  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).

      10.1   - Form  Indemnification  Agreement and Schedule of Directors who
               have  entered  into  such agreement (incorporated by reference to
               the  Registrants  Quarterly  Report  on Form 10-Q for the quarter
               ended  September  30,  2003).

      10.2** - Schedule  of  officers  who  have  entered  into  the  Form
               Indemnification  Agreement, referenced in Exhibit 10.1.

      10.3** - Indemnification Agreement between the Registrant and Robert E.
               Chism, dated June 27, 1996.

      11.1*  - Statement  Regarding  Computation  of  Per  Share  Earnings.

      31.1** - Certification  of  Chief  Executive Officer, pursuant to Rule
               13a-14  (a),  as  adopted  pursuant  to  Section  302  of  the
               Sarbanes-Oxley  Act  of  2002.

      31.2** - Certification  of  Chief  Financial Officer, pursuant to Rule
               13a-14  (a),  as  adopted  pursuant  to  Section  302  of  the
               Sarbanes-Oxley  Act  of  2002.

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

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

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

     **  Filed  herewith.


(b)  Reports on Form 8-K.

     The  following  reports on Form 8-K were filed during the period covered by
     this  report:

          -    Current  Report  on  Form  8-K  furnished  on  October  23, 2003,
               relating  to  results of operations and financial condition as of
               and  for  the  quarter  ended  September  30,  2003.


                                       25
<PAGE>

                                   SIGNATURES


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has duly caused this quarterly report for the quarter ended December
31,  2003,  to  be  signed  on  its  behalf  by  the  undersigned thereunto duly
authorized.


Date: February 12, 2004   CONCURRENT COMPUTER CORPORATION




                          By:  /s/ Steven R. Norton
                               ---------------------------------
                               Steven R. Norton
                               Executive Vice President, Chief Financial Officer
                               and Secretary
                               (Principal Financial and Accounting Officer,
                               Authorized Officer)




                                       26
<PAGE>
                                  EXHIBIT INDEX
                                  -------------


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

      3.2    - Amended  and  Restated  Bylaws  of  the Registrant Certificate
               (incorporated by reference to the Registrants 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  Registrants  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).

      10.1   - Form  Indemnification  Agreement and Schedule of Directors who
               have  entered  into  such agreement (incorporated by reference to
               the  Registrants  Quarterly  Report  on Form 10-Q for the quarter
               ended  September  30,  2003).

      10.2** - Schedule  of  officers  who  have  entered  into  the  Form
               Indemnification  Agreement, referenced in Exhibit 10.1.

      10.3** - Indemnification Agreement between the Registrant and Robert E.
               Chism, dated June 27, 1996.

      11.1*  - Statement  Regarding  Computation  of  Per  Share  Earnings.

      31.1** - Certification  of  Chief  Executive Officer, pursuant to Rule
               13a-14  (a),  as  adopted  pursuant  to  Section  302  of  the
               Sarbanes-Oxley  Act  of  2002.

      31.2** - Certification  of  Chief  Financial Officer, pursuant to Rule
               13a-14  (a),  as  adopted  pursuant  to  Section  302  of  the
               Sarbanes-Oxley  Act  of  2002.

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

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

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

     **  Filed  herewith.


                                       27
<PAGE>