UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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


                                    FORM 10-Q

(Mark One)

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

                For the Quarterly Period Ended September 30, 2004

                                       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 October 29, 2004 was 62,917,829.


<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
                                                            SEPTEMBER 30,
                                                         2004         2003
                                                      -----------  -----------
<S>                                                   <C>          <C>
Revenues:
  Product
    ISD systems                                       $    5,533   $    4,394
    VOD systems                                            6,054        9,147
                                                      -----------  -----------
      Total product revenues                              11,587       13,541
  Service
    ISD systems                                            3,274        4,146
    VOD systems                                            2,469        1,215
                                                      -----------  -----------
      Total service revenues                               5,743        5,361
                                                      -----------  -----------
      Total revenues                                      17,330       18,902

Cost of sales:
  Product
    ISD systems                                            2,457        1,356
    VOD systems                                            4,210        3,657
                                                      -----------  -----------
      Total product cost of sales                          6,667        5,013
  Service
    ISD systems                                            2,003        2,184
    VOD systems                                            1,521          755
                                                      -----------  -----------
      Total service cost of sales                          3,524        2,939
                                                      -----------  -----------
      Total cost of sales                                 10,191        7,952
                                                      -----------  -----------

Gross margin                                               7,139       10,950

Operating expenses:
  Sales and marketing                                      4,477        4,080
  Research and development                                 5,180        4,668
  General and administrative                               2,506        2,169
                                                      -----------  -----------
      Total operating expenses                            12,163       10,917
                                                      -----------  -----------

Operating income (loss)                                   (5,024)          33

Recovery of minority investment                                -        1,060
Interest income - net                                         92           60
Other expense - net                                          (35)        (134)
                                                      -----------  -----------

Income (loss) before income taxes                         (4,967)       1,019

Provision for income taxes                                    54          407
                                                      -----------  -----------

Net income (loss)                                     $   (5,021)  $      612
                                                      ===========  ===========

Net income (loss) per share
      Basic                                           $    (0.08)  $     0.01
                                                      ===========  ===========
      Diluted                                         $    (0.08)  $     0.01
                                                      ===========  ===========
      Weighted average shares outstanding - basic         62,852       62,369
                                                      ===========  ===========
      Weighted average shares outstanding - diluted       62,852       63,006
                                                      ===========  ===========
</TABLE>

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


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

                                                                SEPTEMBER 30,      JUNE 30,
                                                                    2004             2004
                                                               ---------------  ---------------
<S>                                                            <C>              <C>
                             ASSETS

Current assets:
  Cash and cash equivalents                                    $       18,779   $       27,928
  Accounts receivable, less allowance for doubtful
    accounts of $200 at September 30, 2004 and June 30, 2004           11,421           10,192
  Inventories - net                                                     7,378            9,617
  Deferred tax asset - net                                                539              517
  Prepaid expenses and other current assets                             1,913              861
                                                               ---------------  ---------------
    Total current assets                                               40,030           49,115

Property, plant and equipment - net                                    10,851           11,569
Purchased developed computer software - net                               966            1,013
Goodwill                                                               10,744           10,744
Investment in minority owned company                                      553              553
Other long-term assets - net                                            1,450            1,548
                                                               ---------------  ---------------
    Total assets                                               $       64,594   $       74,542
                                                               ===============  ===============

            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                        $       11,004   $       12,069
  Deferred revenue                                                      6,607           10,668
                                                               ---------------  ---------------
    Total current liabilities                                          17,611           22,737

Long-term liabilities:
  Deferred revenue                                                      3,986            4,117
  Deferred tax liability                                                  291              278
  Pension liability                                                     1,442            1,372
  Other                                                                   301              312
                                                               ---------------  ---------------
    Total liabilities                                                  23,631           28,816

Stockholders' equity:
  Common stock                                                            629              628
  Capital in excess of par value                                      174,375          174,338
  Accumulated deficit                                                (133,747)        (128,712)
  Treasury stock                                                            -              (42)
  Unearned compensation                                                  (335)            (351)
  Accumulated other comprehensive income (loss)                            41             (135)
                                                               ---------------  ---------------
    Total stockholders' equity                                         40,963           45,726
                                                               ---------------  ---------------

Total liabilities and stockholders' equity                     $       64,594   $       74,542
                                                               ===============  ===============
</TABLE>

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


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

                                                                THREE MONTHS ENDED
                                                                   SEPTEMBER 30,
                                                                2004         2003
                                                             ------------------------
<S>                                                          <C>          <C>
OPERATING ACTIVITIES
Net income (loss)                                            $   (5,021)  $      612
Adjustments to reconcile net income (loss) to net
  cash used in operating activities:
  Reduction in accrual of non-cash warrants                           -         (970)
  Depreciation and amortization                                   1,421        1,257
  Provision for (reversal of) inventory reserves                    (10)         461
  Reversal of provision for bad debts                                 -         (311)
  Non-cash income tax provision                                       -          336
  Recovery of minority investment                                     -       (1,060)
  Other non cash expenses                                             7          128
  Changes in operating assets and liabilities:
    Accounts receivable                                          (1,229)      (2,653)
    Inventories                                                   2,249          230
    Prepaid expenses and other current assets                    (1,052)        (718)
    Other long-term assets                                           97          144
    Accounts payable and accrued expenses                        (1,065)      (3,497)
    Deferred revenue                                             (4,192)         473
    Pension liability                                                70          225
    Other long-term liabilities                                      13          (55)
                                                             -----------  -----------
  Total adjustments to net income (loss)                         (3,691)      (6,010)
                                                             -----------  -----------
Net cash used in operating activities                            (8,712)      (5,398)

INVESTING ACTIVITIES
  Net additions to property, plant and equipment                   (650)      (1,198)
  Repayment of note receivable from minority owned company            -        1,060
                                                             -----------  -----------
Net cash used in investing activities                              (650)        (138)

FINANCING ACTIVITIES
  Net repayment of capital lease obligation                         (24)         (22)
  Proceeds from sale of treasury stock                               28            -
  Proceeds from sale and issuance of common stock                    38            8
                                                             -----------  -----------
Net cash provided by (used in) financing activities                  42          (14)

Effect of exchange rates on cash and cash equivalents               171           34
                                                             -----------  -----------

Decrease in cash and cash equivalents                            (9,149)      (5,516)
Cash and cash equivalents at beginning of period                 27,928       30,697
                                                             -----------  -----------
Cash and cash equivalents at end of period                   $   18,779   $   25,181
                                                             ===========  ===========

Cash paid during the period for:
  Interest                                                   $        2   $        3
                                                             ===========  ===========
  Income taxes (net of refunds)                              $      134   $       78
                                                             ===========  ===========
</TABLE>

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


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


1.   OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION

     Concurrent  Computer  Corporation  ("Concurrent")  is a leading supplier of
high-performance  computer  systems,  software, and services and operates in two
divisions, the Video-On-Demand ("VOD") division, located in Duluth, Georgia, and
the  Integrated  Solutions  Division ("ISD"), located in Pompano Beach, Florida.

     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  Integrated  Solutions  Division  provides  high-performance,
real-time  computer  systems  to  commercial and government customers for use in
applications  such  as  simulation  and  data  acquisition.

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

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

     Use  of  Estimates

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

     Concentration  of  Credit  Risk

     Concurrent  assesses  credit  risk  through  ongoing  credit evaluations of
customers'  financial condition and collateral is generally not required.  As of
both  September  30,  2004 and June 30, 2004, there were two customers that each
accounted  for  more  than 10% of trade receivables.  At September 30, 2004, one
customer  accounted  for  $2,532,000  or  22% of trade receivables and the other
accounted  for  $1,467,000  or  13% of trade receivables.  At June 30, 2004, one
customer  accounted  for  $2,715,000  or  26% of trade receivables and the other
accounted  for  $1,089,000  or  10%  of  trade  receivables.

     Recently Issued Accounting Pronouncements

     In March 2004, the Emerging Issues Task Force (EITF) ratified its consensus
related  to the application guidance within EITF Issue No. 03-1, "The Meaning of
Other-Than-Temporary  Impairment  and  Its  Application to Certain Investments."
EITF  Issue No. 03-1 applies to investments in debt and equity securities within
the  scope  of  SFAS  No.  115,  "Accounting for Certain Investments in Debt and
Equity  Securities,"  and equity securities that are not subject to the scope of
SFAS  No.  115  and  not  accounted for under the equity method under Accounting
Principles Board Opinion 18, "The Equity Method of Accounting for Investments in
Common  Stock"  and related interpretations. EITF Issue No. 03-1 requires that a
three-step  model  be  applied  in  determining when an investment is considered
impaired, whether that impairment is other than temporary and the measurement of
an  impairment  loss. The recognition and measurement guidance within EITF Issue
No.  03-1  has  been  applied  by


                                        4
<PAGE>
Concurrent  to  other-than-temporary  impairment  evaluations  beginning July 1,
2004.  The  adoption  of  EITF Issue No. 03-1 is not expected to have a material
impact  on  Concurrent's  financial  position  or  results  of  operations.

2.   BASIC  AND  DILUTED  NET  INCOME  PER  SHARE

     Basic  net income (loss) per share is computed in accordance with Statement
of  Financial  Accounting  Standards  ("SFAS") No. 128, "Earnings Per Share," by
dividing  net  income  (loss)  by  the  weighted average number of common shares
outstanding during each period.  Diluted net income (loss) per share is computed
by dividing net income (loss) by the weighted average number of shares including
dilutive common share equivalents.  Under the treasury stock method, incremental
shares  representing the number of additional common shares that would have been
outstanding if the dilutive potential common shares had been issued are included
in the computation.  Common share equivalents of 5,851,000 and 5,635,000 for the
three  month  periods  ended  September  30,  2004  and 2003, respectively, were
excluded  from  the calculation as their effect was antidilutive.  The following
table  presents a reconciliation of the numerators and denominators of basic and
diluted  net  income  (loss)  per  share  for  the  periods  indicated:

<TABLE>
<CAPTION>
     (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                    THREE MONTHS ENDED
                                                                    SEPTEMBER 30,
                                                               -----------------------
                                                                  2004         2003
                                                               -----------  ----------
<S>                                                            <C>          <C>
     Basic and diluted earnings per share (EPS) calculation:
       Net income (loss)                                       $   (5,021)  $      612
                                                               ===========  ==========
     Basic weighted average number of shares outstanding           62,852       62,369
       Effect of dilutive securities:
         Employee stock options                                         -          637
                                                               -----------  ----------
     Diluted weighted average number of shares outstanding         62,852       63,006
                                                               ===========  ==========
     Basic EPS                                                 $    (0.08)  $     0.01
                                                               ===========  ==========
     Diluted EPS                                               $    (0.08)  $     0.01
                                                               ===========  ==========
</TABLE>

3.   STOCK-BASED COMPENSATION

     At  September  30,  2004,  Concurrent had stock-based employee compensation
plans  which  are described in Note 14 in our annual report on Form 10-K for the
year  ended  June  30,  2004.  Concurrent  accounts  for  these  plans under the
recognition  and  measurement  principles of Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees," and related interpretations.
For  the  three  months ended September 30, 2004 and 2003, Concurrent recognized
$16,000  and  $32,000,  respectively,  of  stock  compensation  expense  for the
issuance  of  restricted  stock  awards.  There  is  no  other expense for stock
options  issued  in  the  reported  net  income  (loss)  for  the quarters ended
September  30,  2004  and  2003.


                                        5
<PAGE>
     In accordance with SFAS No. 148, "Accounting for Stock Based Compensation -
Transition  and  Disclosure  -  An  Amendment  of  FASB  Statement No. 123," the
following  table illustrates the effect on net income (loss) and earnings (loss)
per  share  if  Concurrent  had applied the fair value recognition provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation," to stock-based employee
compensation:

<TABLE>
<CAPTION>
     (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)             THREE MONTHS ENDED
                                                                     SEPTEMBER 30,
                                                                   2004        2003
                                                               -----------  -----------
<S>                                                            <C>          <C>
     Net income (loss) as reported                             $   (5,021)  $      612

       Deduct: Total stock-based employee compensation
         expense determined under the fair value method, net
         of related taxes                                          (1,047)      (1,057)
                                                               -----------  -----------

       Pro forma net loss                                      $   (6,068)  $     (445)
                                                               ===========  ===========

     Net income (loss) per share:

       Basic- as reported                                      $    (0.08)  $     0.01
                                                               ===========  ===========

       Basic-pro forma                                         $    (0.10)  $    (0.01)
                                                               ===========  ===========

       Diluted-as reported                                     $    (0.08)  $     0.01
                                                               ===========  ===========

       Diluted-pro forma                                       $    (0.10)  $    (0.01)
                                                               ===========  ===========
</TABLE>

     The  weighted-average assumptions used for the three months ended September
30,  2004,  and  2003  were:  expected  dividend yield of 0.0% for both periods;
risk-free interest rate of 3.6% and 2.9%, respectively; expected life of 6 years
for both periods; and an expected volatility of 104.7% and 110.0%, respectively.

4.   REVENUE RECOGNITION AND RELATED MATTERS

     VOD  and  ISD  system  revenues  are  recognized  based  on the guidance in
American Institute of Certified Public Accountants Statement of Position ("SOP")
97-2,  "Software  Revenue  Recognition" ("SOP 97-2") and related amendments, SOP
98-4,  "Deferral  of  the  Effective  Date  of a Provision of SOP 97-2, Software
Revenue  Recognition"  and SOP 98-9, "Modification of SOP 97-2, Software Revenue
Recognition,  With  Respect  to  Certain  Transactions".  Concurrent  recognizes
revenue  from  VOD  and  ISD  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 element
arrangement, Concurrent recognizes revenue using the residual method.  Under the
residual  method, the fair value of the undelivered elements is deferred and the
remaining  portion  of  the  arrangement  is  recognized  as  revenue.


                                        6
<PAGE>
5.   INVENTORIES

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

<TABLE>
<CAPTION>
                         SEPTEMBER 30,      JUNE 30,
                              2004            2004
                         --------------  --------------
<S>                      <C>             <C>
     Raw materials, net  $        5,113  $        7,361
     Work-in-process              1,313           1,229
     Finished goods                 952           1,027
                         --------------  --------------
                         $        7,378  $        9,617
                         ==============  ==============
</TABLE>

     At  September  30,  2004  and  June  30, 2004, some portion of Concurrent's
inventory was in excess of the current requirements based upon the planned level
of  sales  for  future  years.  Accordingly,  Concurrent had inventory valuation
allowances  for  raw  materials  of  $2.3 million and $3.0 million to reduce the
value  of  the  inventory to its estimated net realizable value at September 30,
2004  and  June  30,  2004,  respectively.

6.   INVESTMENTS IN AND RECEIVABLE FROM MINORITY OWNED COMPANIES

     In  March  2002,  Concurrent purchased a 14.4% equity ownership interest in
Thirdspace  Living  Limited  ("Thirdspace").  Concurrent  invested  cash  of  $4
million  and  the  equivalent  of $3 million in its common stock in exchange for
1,220,601  series C shares of Thirdspace.  In addition to the equity investment,
Concurrent also loaned Thirdspace $6 million in exchange for two $3 million long
term notes receivable.  In fiscal year 2003, Concurrent recorded a $13.0 million
net impairment charge due to an other than temporary decline in the market value
of  the  investment in Thirdspace.  In May 2003, Thirdspace sold the majority of
its  assets  to  Alcatel  Telecom Ltd.  As a result of the sale of these certain
assets,  Concurrent  received  proceeds that were recorded as a reduction to the
impairment  loss  in  the  line  item  "Recovery  of  minority  investment."

     In  the  first  quarter of fiscal 2004, Concurrent received $1.1 million in
proceeds  as  a  result  of the sale of certain assets of Thirdspace. During the
remainder  of  fiscal  2004,  Concurrent  received an additional $2.0 million in
proceeds  as  a  result  of  the  sale of the majority of Thirdspace's remaining
assets.  Thirdspace's only significant remaining asset after the sale is a right
to  40%  of  amounts  recovered by nCube Corporation ("nCube"), if any, from the
lawsuit  brought by nCube against SeaChange International, Inc., alleging patent
infringement. The likelihood of collecting this asset, and the amount and timing
of  such  collection,  is  uncertain.  Pursuant  to  the  sale  of the assets of
Thirdspace  to  Alcatel,  Concurrent believes that it has the right to the first
approximately  $3.0  million of such recovery, if any. Beyond any such recovery,
Concurrent  does not anticipate further cash proceeds related to the liquidation
of  Thirdspace's  remaining  assets.

     In April 2002, Concurrent invested cash of $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 annually for impairment, and as of June
30,  2004,  there has been no evidence of permanent impairment of the Everstream
investment.  Furthermore, Concurrent is not aware of any events or circumstances
subsequent  to  June  30,  2004  that  would  require  more  frequent testing of
impairment  of  Concurrent's  investment  in  Everstream.


                                        7
<PAGE>
7.   ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

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

<TABLE>
<CAPTION>
                                           SEPTEMBER 30,      JUNE 30,
                                                2004            2004
                                           --------------  --------------
<S>                                        <C>             <C>
     Accounts payable, trade               $        2,753  $        3,487
     Accrued payroll, vacation, severance
       and other employee expenses                  5,122           5,420
     Warranty accrual                                 777           1,122
     Other accrued expenses                         2,352           2,040
                                           --------------  --------------
                                           $       11,004  $       12,069
                                           ==============  ==============
</TABLE>

     Concurrent's  estimate  of  warranty  obligations  is  based  on historical
experience  and  expectation  of  future conditions. The changes in the warranty
accrual  during  the  period  ended  September  30,  2004  were  as  follows (in
thousands):

<TABLE>
<CAPTION>
<S>                                 <C>
     Balance at June 30, 2004       $1,122
     Charged to costs and expenses      41
     Deductions                       (386)
                                    -------
     Balance at September 30, 2004  $  777
                                    =======
</TABLE>

8.   COMPREHENSIVE INCOME

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

<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED
                                                 SEPTEMBER 30,
                                              2004         2003
                                           -----------  ----------
<S>                                        <C>          <C>
     Net income (loss)                     $   (5,021)  $      612

     Other comprehensive income:
       Foreign currency translation gain          176           85
                                           -----------  ----------

     Total comprehensive income (loss)     $   (4,845)  $      697
                                           ===========  ==========
</TABLE>

9.   SEGMENT INFORMATION

     Concurrent  operates  its  business  in  two  divisions:  ISD  and  VOD, in
accordance  with  SFAS  131,  "Disclosure  about  Segments  of an Enterprise and
Related  Information".  Concurrent's  Integrated Solutions 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 digital video server 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,  Accounting  and  other
administrative costs including annual audit and tax fees, board of director fees
and  similar  costs.


                                        8
<PAGE>
     The  following  summarizes  the  operating income (loss) by segment for the
three  month  periods  ended  September  30,  2004  and  September  30,  2003,
respectively  (dollars  in  thousands):

<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED SEPTEMBER 30, 2004 (UNAUDITED)
                                    -----------------------------------------------------------
                                     INTEGRATED
                                      SOLUTIONS         VOD          CORPORATE        TOTAL
                                    -------------  --------------  --------------  ------------
<S>                                 <C>            <C>             <C>             <C>
     Revenues:
       Product                      $       5,533  $       6,054   $           -   $    11,587
       Service                              3,274          2,469               -         5,743
                                    -------------  --------------  --------------  ------------
         Total                              8,807          8,523               -        17,330

     Cost of sales:
       Product                              2,457          4,210               -         6,667
       Service                              2,003          1,521               -         3,524
                                    -------------  --------------  --------------  ------------
         Total                              4,460          5,731               -        10,191
                                    -------------  --------------  --------------  ------------

     Gross margin                           4,347          2,792               -         7,139

     Operating expenses:
       Sales and marketing                  1,935          2,429             113         4,477
       Research and development             1,575          3,605               -         5,180
       General and administrative             364            399           1,743         2,506
                                    -------------  --------------  --------------  ------------
         Total operating expenses           3,874          6,433           1,856        12,163
                                    -------------  --------------  --------------  ------------

     Operating income (loss)        $         473  $      (3,641)  $      (1,856)  $    (5,024)
                                    =============  ==============  ==============  ============
</TABLE>


<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED SEPTEMBER 30, 2003 (UNAUDITED)
                                    ----------------------------------------------------------
                                     INTEGRATED
                                      SOLUTIONS         VOD         CORPORATE        TOTAL
                                    -------------  -------------  --------------  ------------
<S>                                 <C>            <C>            <C>             <C>
     Revenues:
       Product                      $       4,394  $       9,147  $           -   $     13,541
       Service                              4,146          1,215              -          5,361
                                    -------------  -------------  --------------  ------------
         Total                              8,540         10,362              -         18,902

     Cost of sales:
       Product                              1,356          3,657              -          5,013
       Service                              2,184            755              -          2,939
                                    -------------  -------------  --------------  ------------
         Total                              3,540          4,412              -          7,952
                                    -------------  -------------  --------------  ------------

     Gross margin                           5,000          5,950              -         10,950

     Operating expenses
       Sales and marketing                  1,807          2,156            117          4,080
       Research and development             1,482          3,186              -          4,668
       General and administrative             419            173          1,577          2,169
                                    -------------  -------------  --------------  ------------
         Total operating expenses           3,708          5,515          1,694         10,917
                                    -------------  -------------  --------------  ------------

     Operating income (loss)        $       1,292  $         435  $      (1,694)  $         33
                                    =============  =============  ==============  ============
</TABLE>


                                        9
<PAGE>
10.  ISSUANCE AND ACCRUAL OF NON-CASH WARRANTS

     Comcast  Cable  Communications  Inc.  Warrants

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

     Through  March  31,  2004,  the  expiration  date of the agreement, Comcast
earned  a  total  of  268,543 warrants, which have all been issued and expire at
various  dates through June 4, 2008.  These warrants are exercisable over a four
year  term  and  have  exercise  prices  between $2.62 and $15.02.  All of these
warrants  are  outstanding  as  of  September  30,  2004.

     Concurrent  recognized  the  value  of  the  warrants  over the term of the
agreement  as  Comcast purchased additional VOD servers from Concurrent and made
the service available to its customers.  As this agreement expired during fiscal
2004,  Concurrent  did  not  recognize any increase in, or reduction to, revenue
during  the  three  months ended September 30, 2004.  For the three months ended
September 30, 2003, Concurrent recognized $351,000 as a reduction in revenue for
the  warrants  that  were  earned  during  that  quarter.

     For  the  three  months ended September 30, 2003, the value of the warrants
was  determined  using  the Black-Scholes valuation model.  The weighted-average
assumptions  used  for  the three months ended September 30, 2003 were: expected
dividend yield of 0%; risk-free interest rate of 2.4%; expected life of 4 years;
and  an  expected  volatility  of  112%.

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

     Scientific  Atlanta,  Inc.  Warrants

     In  accordance  with  a  five  year  definitive  agreement  with Scientific
Atlanta,  Inc.  ("SAI")  executed  in August of 1998, Concurrent agreed to issue
warrants  to SAI upon achievement of pre-determined revenue targets.  Concurrent
accrued  for  this cost as a part of cost of sales at the time of recognition of
applicable  revenue.  Concurrent  issued  warrants  to  purchase  261,164 of its
common  stock  to  SAI upon reaching the first $30 million threshold on April 1,
2002,  exercisable  at  $7.106 per share over a four-year term, all of which are
still  outstanding  as  of  September  30,  2004.

     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 three months ended
September  30,  2003,  which  had  been  previously  accrued  in anticipation of
reaching  the  next  $30  million  threshold.  This reversal was recorded in VOD
product  cost  of  sales.


                                       10
<PAGE>
11.  RETIREMENT  PLANS

     The  following  table  provides  a detail of the components of net periodic
benefit  cost  for  the  three  months  ended  September  30,  2004 and 2003 (in
thousands):

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                   SEPTEMBER 30,
                                                                 2004        2003
                                                             -----------  -----------
<S>                                                          <C>          <C>
     Service cost                                            $        6   $       87
     Interest cost                                                   49          276
     Expected return on plan assets                                 (21)        (190)
     Amortization of unrecognized net transition obligation           8          (17)
     Amortization of unrecognized prior service
       benefit                                                        -            6
     Recognized actuarial loss                                        1           94
                                                             -----------  -----------
     Net periodic benefit cost                               $       43   $      256
                                                             ===========  ===========
</TABLE>

     Concurrent contributed $16,000 to its defined benefit plan during the three
months ended September 30, 2004 and expects to make similar contributions during
the  remaining  quarters  of  fiscal  2005.

     Concurrent  maintains a retirement savings plan available to U.S. employees
that  qualifies  as  a  defined  contribution  plan  under Section 401(k) of the
Internal  Revenue  Code.  During  the  three months ended September 30, 2004 and
2003,  Concurrent  contributed $271,000 and $242,000 to this plan, respectively.

     Concurrent  also  maintains  a  defined contribution plan ("the stakeholder
plan")  for  its  U.K.  based  employees.  Concurrent  also  has agreements with
certain  of  its U.K. based employees to make supplementary contributions to the
plan  over  the next five years, contingent upon their continued employment with
Concurrent.  During  the  three  months  ended  September  30,  2004  and  2003,
Concurrent  contributed  $133,000  and  $4,000  to  this  plan,  respectively.

12.  COMMITMENTS  AND  CONTINGENCIES

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


                                       11
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

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

OVERVIEW

     During  the  quarter  ended  September 30, 2004, we used approximately $9.1
million in cash and cash equivalents and ended the quarter with $18.8 million in
cash  and  cash  equivalents. The increased net cash usage during the quarter is
the  result  of the increased net loss and the recognition of revenue during the
quarter on shipments for which the cash was received in the prior quarter. In an
attempt  to  reduce  the  cash used and reduce our breakeven point, we undertook
actions  during  the  quarter  to  reduce  operating  expenses that included the
termination  of  approximately  12%  of  our  workforce and reducing our capital
expenditures  to  primarily those with impact on near term revenues. We are also
in  discussions  with  a  bank  regarding  a  new  credit  facility. See further
discussions  in  the "Liquidity and Capital Resources" section of this document.

     Other  trends  in  the  business are detailed in our latest Form 10-K filed
September  7,  2004.  There  were  no  changes  during the recent quarter in our
critical  accounting  policies.


                                       12
<PAGE>
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
                                                       SEPTEMBER 30,
                                                     2004        2003
                                                  ----------------------
                                                       (Unaudited)
<S>                                               <C>         <C>
Revenues:
  Product (% of total sales):
    ISD systems                                        31.9%       23.2%
    VOD systems                                        35.0        48.4
                                                  ----------  ----------
      Total product revenues                           66.9        71.6
  Service:
    ISD systems                                        18.9        21.9
    VOD systems                                        14.2         6.4
                                                  ----------  ----------
      Total service revenues                           33.1        28.4
                                                  ----------  ----------

      Total revenues                                  100.0       100.0

Cost of sales (% of respective sales category):
  Product:
    ISD systems                                        44.4        30.9
    VOD systems                                        69.5        40.0
                                                  ----------  ----------
      Total product cost of sales                      57.5        37.0
  Service:
    ISD systems                                        61.2        52.7
    VOD systems                                        61.6        62.1
                                                  ----------  ----------
      Total service cost of sales                      61.4        54.8
                                                  ----------  ----------
      Total cost of sales                              58.8        42.1
                                                  ----------  ----------

Gross margin                                           41.2        57.9

Operating expenses:
  Sales and marketing                                  25.8        21.6
  Research and development                             29.9        24.7
  General and administrative                           14.5        11.4
                                                  ----------  ----------
      Total operating expenses                         70.2        57.7
                                                  ----------  ----------

Operating income (loss)                               (29.0)        0.2

Recovery of minority investment                           -         5.6
Interest income - net                                   0.5         0.3
Other expense - net                                    (0.2)       (0.7)
                                                  ----------  ----------

Income (loss) before income taxes                     (28.7)        5.4

Provision for income taxes                              0.3         2.2
                                                  ----------  ----------

Net income (loss)                                    (29.0)%        3.2%
                                                  ==========  ==========
</TABLE>


                                       13
<PAGE>
<TABLE>
<CAPTION>
                              RESULTS OF OPERATIONS

THE THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2003


                                        THREE MONTHS ENDED
                                          SEPTEMBER 30,
                                    ------------------------
                                                                 $         %
        (DOLLARS IN THOUSANDS)         2004         2003       CHANGE    CHANGE
                                    -----------  -----------  --------  ---------
<S>                                 <C>          <C>          <C>       <C>

Product revenues                    $   11,587   $   13,541   $(1,954)    (14.4)%
Service revenues                         5,743        5,361       382       7.1 %
                                    -----------  -----------  --------  ---------
    Total revenues                      17,330       18,902    (1,572)     (8.3)%

Product cost of sales                    6,667        5,013     1,654      33.0 %
Service cost of sales                    3,524        2,939       585      19.9 %
                                    -----------  -----------  --------  ---------
    Total cost of sales                 10,191        7,952     2,239      28.2 %
                                    -----------  -----------  --------  ---------

Product gross margin                     4,920        8,528    (3,608)    (42.3)%
Service gross margin                     2,219        2,422      (203)     (8.4)%
                                    -----------  -----------  --------  ---------
    Total gross margin                   7,139       10,950    (3,811)    (34.8)%

Operating expenses:
  Sales and marketing                    4,477        4,080       397       9.7 %
  Research and development               5,180        4,668       512      11.0 %
  General and administrative             2,506        2,169       337      15.5 %
                                    -----------  -----------  --------  ---------
    Total operating expenses            12,163       10,917     1,246      11.4 %
                                    -----------  -----------  --------  ---------

Operating income (loss)                 (5,024)          33    (5,057)      NM

Recovery of minority investment              -        1,060    (1,060)   (100.0)%
Interest income - net                       92           60        32      53.3 %
Other expense - net                        (35)        (134)       99     (73.9)%
                                    -----------  -----------  --------  ---------

Income (loss) before income taxes       (4,967)       1,019    (5,986)      NM

Provision for income taxes                  54          407      (353)    (86.7)%
                                    -----------  -----------  --------  ---------

Net income (loss)                   $   (5,021)  $      612   $(5,633)      NM
                                    ===========  ===========  ========  =========
</TABLE>

(1)  NM denotes percentage is not meaningful

     Product Sales. Total product sales for the three months ended September 30,
2004  were  $11.6  million,  a  decrease  of  $1.9 million, or 14.4%, from $13.5
million  for  the three months ended September 30, 2003. The decrease in product
sales resulted from the $3.0 million, or 33.8%, decrease in VOD product sales to
$6.1  million in the first quarter of fiscal 2005 from $9.1 million in the first
quarter of fiscal 2004. The decrease in VOD product sales was due to the sale of
our  VOD  solutions  to  five  new  markets in the first quarter of fiscal 2004,
compared  to  zero  new  market deployments in the first quarter of fiscal 2005.
These  reductions  in  domestic  VOD  product  revenue  were partially offset by
increases  in international sales volume during the first quarter of fiscal 2005
which  resulted  in a $0.6 million increase in VOD product revenue in Europe and
Asia compared to the first quarter of the prior year. Fluctuation in VOD revenue
is  often  due  to  the fact that we have a small base of large customers making
periodic  large  purchases that account for a significant percentage of revenue.
Although we have lost market share with certain customers over the past year, we
believe  that  we  will  be  able to maintain or increase our share of the North
American  cable market and also capture a meaningful share of the video-over-DSL
market  in  both  the  United  States  and  internationally  in part through our
partnership  with  Alcatel. We also anticipate that the erosion of the price per
stream  that has occurred over the past 5 years will not be as significant going
forward.

     Partially  offsetting  the decrease in VOD product sales, ISD product sales
increased $1.1 million, or 25.9%, to $5.5 million in the first quarter of fiscal
2005 from $4.4 million in the first quarter of fiscal 2004.  The increase in ISD
product  sales  is  primarily  due  to  an  increase  in  international revenue,
particularly  from  strong  sales  in  Europe and Asia.  Over the past year, our
Integrated  Solutions  Division  has  integrated  software


                                       14
<PAGE>
applications  from  strategic  partnerships  that  we  believe will enable it to
expand  beyond  its  traditional  customer  base.  Based  on this initiative, we
expect  to  maintain  market  share in our traditional ISD markets and expect to
capture  market  share  in  new  markets  needing  ISD  solutions.

     Service  Revenue.  Service revenue increased $0.3 million, or 7.1%, to $5.7
million  for the three months ended September 30, 2004 from $5.4 million for the
three  months  ended  September  30,  2003.  VOD  service revenue increased $1.3
million,  or  103.2%,  to  $2.5 million in the first quarter of fiscal 2005 from
$1.2  million in the first quarter of fiscal 2004, as the VOD division continues
to  recognize  maintenance,  installation, and training revenue on our expanding
base of VOD market deployments.  As the warranty and maintenance agreements that
typically accompany the initial sale and installation of our VOD systems expire,
we  expect  to  sell  new, long-term service and support agreements.  Because of
these  anticipated  new agreements, our expanding deployment base and increasing
software  component  of  our  total  VOD  solution, we expect sales of these VOD
services  to  continue  to  increase.

     The increase in VOD service revenue was partially offset by a $0.9 million,
or  21.0%,  decrease in ISD service revenue to $3.3 million in the first quarter
of  fiscal  2005  from  $4.2  million  in the first quarter of fiscal 2004.  ISD
service  revenue  continued  to  decline  primarily  due  to the cancellation of
maintenance  contracts  as  legacy  machines were removed from service and, to a
lesser  extent,  from  customers  purchasing  our  new  products  that  produce
significantly  less  service  revenue.  We  expect  this  trend of declining ISD
service  revenue  to  continue  into  the  foreseeable  future.

     Product  Gross  Margin. Product gross margin was $4.9 million for the three
months ended September 30, 2004, a decrease of $3.6 million, or 42.3%, from $8.5
million for the three months ended September 30, 2003. Product gross margin as a
percentage  of  product  sales decreased to 42.5% in the first quarter of fiscal
2005  from  63.0%  in the first quarter of fiscal 2004 primarily because the VOD
division's  product  gross  margin  decreased to 30.5% from 60.0% of VOD product
revenue  for  the  same  respective  periods.  The decrease in VOD product gross
margin  is  due  to changes in product mix and an incentive discount provided to
one  of  our North America cable customers who upgraded its older VOD systems to
our  fourth  generation  architecture.  In  addition,  prior  year  margins were
favorably  affected  by  approximately  14%  due to the Scientific Atlanta, Inc.
warrant  expense  reversal  of  $1.3  million.

     The  gross margin on sales of ISD product decreased to 55.6% of ISD product
revenue in the first quarter of fiscal 2005 from 69.1% of ISD product revenue in
the  first  quarter  of  fiscal  2004  due  to  a less favorable product mix, as
compared  to  the  same  period  of  the  prior  fiscal  year.

     Service  Gross  Margin.  The  gross  margin on service sales decreased $0.2
million,  or  8.4%,  to  $2.2  million, or 38.6% of service revenue in the three
months  ended  September 30, 2004 from $2.4 million, or 45.2% of service revenue
in  the  three  months ended September 30, 2003. The decrease in overall service
margins  is  due  to the decrease in ISD service margins to 38.8% of ISD service
revenues  in  the  first  quarter  of fiscal 2005 from 47.3% of service revenues
during the first quarter of fiscal 2004. Declining ISD margins are primarily due
to  declining  service revenues from contractual maintenance obligations and due
to  an  increase  in  severance expense during the quarter. Severance expense of
$0.2  million  recorded  in  the  first  quarter  of  fiscal 2005 results from a
reduction in service personnel as ISD has scaled down the infrastructure that is
necessary  to  fulfill  these  declining contractual obligations. The decline in
contractual  obligations  results from the cancellation of maintenance contracts
as  legacy machines are removed from service and replaced with machines that are
simpler  to  maintain. We will continue to scale down its service infrastructure
in  response  to  this  trend  of declining ISD contractual service obligations.

     The  decrease in ISD service margins was partially offset by an increase in
VOD  service  margins.  VOD  service  margins  increased to 38.4% of VOD service
revenues  during  the  three  months  ended September 30, 2004 from 37.9% in the
first  quarter  of  the prior fiscal year as the VOD division continues to build
its  VOD  deployment  base.  Although  our  VOD  service  revenue  continues  to
increase,  our  VOD  customer service and support costs have also increased 101%
over  the  prior  year  as  required  to  provide  the  necessary  services.

     Sales  and  Marketing.  Sales  and  marketing  expenses  increased  as  a
percentage  of  sales to 25.8% in the three months ended September 30, 2004 from
21.6%  in  the  three months ended September 30, 2003.  These expenses increased
$0.4  million,  or 9.7%, to $4.5 million during the three months ended September
30,  2004  from $4.1 million in the same period of the prior year, primarily due
to  $0.2  million  of  domestic and international severance expense related to a
reduction  in  force  initiative  during  the  first  quarter of 2005 in the VOD
division.


                                       15
<PAGE>
Additionally,  ISD  incurred  an  additional  $0.1  million  of  expense  due to
commissions on increased international sales in Europe and Asia, and also due to
the  reduction  in  force  initiative  during  the  first  quarter  of  2005.

     Research and Development.  Research and development expenses increased as a
percentage  of  sales to 29.9% in the three months ended September 30, 2004 from
24.7%  in  the  three months ended September 30, 2003.  These expenses increased
$0.5  million,  or  11.0%,  to $5.2 million in first quarter of fiscal 2005 from
$4.7  million in the first quarter of fiscal 2004.  The increase in research and
development  expense  is  due  to  a  $0.4  million increase in VOD salaries and
related  costs resulting from new software development staff over the past year.
The  VOD  division  added  development  staff  and  subcontractors  to  meet the
increasing  software development requirements for customers' business management
functionality,  resource  management and client system monitoring as a result of
increases  in  both  our  customer base and deployment base.  In addition to the
increase  in  personnel  costs,  the  VOD  division  incurred an additional $0.1
million  in  fixed  asset  depreciation  expense related to purchases of product
development  and  testing  equipment,  compared  to the same period of the prior
year.  We expect that VOD software development costs will begin to stabilize and
flatten  over  the next few years, as we reduce our number of software platforms
and  as  we stabilize our software in the field.  ISD's research and development
expenses  increased  $0.1  million  primarily  due to domestic severance expense
related  to  the reduction in force initiative during the first quarter of 2005.

     General  and Administrative.  General and administrative expenses increased
as  a  percentage of sales to 14.5% in the three months ended September 30, 2004
from  11.4%  in  the  three  months  ended  September  30, 2003.  These expenses
increased  $0.3  million,  or  15.5%,  to $2.5 million in the three months ended
September  30,  2004  from  $2.2 million in same period of the prior year.  This
increase  in  general  and  administrative  expense  is due to a prior year $0.3
million  bad  debt  reversal  that  did  not  recur  in  the  current  quarter.

     Recovery  of  Minority  Investment.     During  the first quarter of fiscal
year  2004  we  received $1.1 million in cash from continued monetization of the
Thirdspace  assets  and  settlement of its liabilities.  No similar recovery was
obtained  in  the  first  quarter  of  fiscal  2005.

     Provision  for  Income  Taxes.  We  recorded  income  tax  expense  for our
domestic and foreign subsidiaries of $54,000 in the first quarter of fiscal year
2005,  which is related primarily to foreign withholding taxes and income earned
in  foreign  locations,  which  cannot  be  offset  by  net  operating  loss
carryforwards.  For  the  first  quarter  of fiscal 2004, we recorded income tax
expense for our domestic and foreign subsidiaries of $407,000.  This expense was
primarily  attributable  to  U.S.  federal  income  tax  that  was offset by net
operating losses originating prior to our quasi-reorganization in November 1991.
For  accounting  purposes,  the  benefit  from  the  utilization  of  the  pre
quasi-reorganization  net operating losses must be recognized directly in equity
rather  than  through  the  income  statement.

     Net  Income  (Loss).  The net loss for the three months ended September 30,
2004  was  $5.0  million  or  $0.08  per basic and diluted share compared to net
income  for  the  three months ended September 30, 2003 of $0.6 million or $0.01
per  basic  and  diluted  share.

LIQUIDITY AND CAPITAL RESOURCES

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

     -    revenue  growth  from new VOD market deployments and the pace at which
          domestic  and  international  cable  companies and telephone companies
          implement  VOD  technology;
     -    revenue  growth  from  expansions  of previously deployed VOD systems;
     -    the  actual  versus anticipated decline in revenue from maintenance of
          ISD  proprietary  systems;
     -    revenues  from  ISD  systems;
     -    ongoing  cost  control  actions  and  expenses, including for example,
          research  and  development  and  capital  expenditures;
     -    the  margins  on  our  VOD  and  ISD  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;


                                       16
<PAGE>
     -    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 ISD Linux
          products.

     We  used  $8.7  million  of cash from operating activities during the three
months  ended  September  30, 2004 compared to using $5.4 million of cash during
the  same  period  of  the prior year.  The decrease in cash from operations was
primarily  due  to  changes  in  working capital and operating losses during the
current  quarter.

     We  invested $0.7 million in property, plant and equipment during the three
months ended September 30, 2004 compared to $1.2 million during the three months
ended  September  30,  2003.  Capital  additions  during  each  of these periods
related  primarily  to  product development and testing equipment, demonstration
equipment  and equipment loans to our customers for our VOD division.  We expect
a  similar  mix  of  capital additions during the remainder of this fiscal year.

     In  the  prior  fiscal  year,  we  received $1.1 million from the continued
liquidation  of  Thirdspace  during  the  three months ended September 30, 2003.

     As  part  of  our  cost  reduction  initiative implemented during the first
quarter  of fiscal 2005, we anticipate reducing our breakeven point. If revenues
do  not  reach  these  breakeven levels or our cost reduction efforts are not as
successful  as  planned,  then we will continue to use cash. Our working capital
has  declined  from $43.5 million at June 30, 2002 to $22.4 million at September
30,  2004.  We  expect that our working capital will continue to decrease during
the second quarter of fiscal year 2005. If our VOD revenue does not increase and
stabilize  in  future  periods,  we  will  continue  to  use  cash  in operating
activities,  which  will  cause  working  capital  to  further  decline. If this
situation  continues,  we  may  need  to raise additional funds through a public
offering  of  stock or debt, or through a credit facility with a bank. We cannot
be  certain  that  we  will  be able to obtain additional financing on favorable
terms,  if  at  all.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

     Our  only  significant  contractual  obligations  and commitments relate to
certain  operating leases for sales, service and manufacturing facilities in the
United  States,  Europe  and  Asia.  There  have been no material changes to our
contractual  obligations  during  the  quarter  ended  September  30,  2004.

     CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain  statements  made  or incorporated by reference in this release may
constitute  "forward-looking  statements"  within  the  meaning  of  the federal
securities  laws.  When  used  or incorporated by reference in this release, the
words  "believes,"  "expects,"  "estimates,"  "anticipates,"  and  similar
expressions,  are  intended  to  identify forward-looking statements. Statements
regarding  future events and developments, our future performance, market share,
and  new  market growth, as well as our expectations, beliefs, plans, estimates,
or projections relating to the future, are forward-looking statements within the
meaning  of  these  laws.  All forward-looking statements are subject to certain
risks and uncertainties that could cause actual events to differ materially from
those  projected.  The  risks and uncertainties which could affect our financial
condition  or  results of operations include, without limitation: our ability to
keep our customers satisfied; availability of video-on-demand content; delays or
cancellations  of  customer  orders;  changes  in  product  demand;  economic
conditions;  various  inventory  risks  due  to  changes  in  market conditions;
uncertainties  relating  to  the  development  and  ownership  of  intellectual
property;  uncertainties  relating  to  our  ability  and  the  ability of other
companies  to  enforce  their  intellectual  property  rights;  the  pricing and
availability  of  equipment, materials and inventories; the concentration of our
customers;  failure  to  effectively  manage  growth;  delays  in  testing  and
introductions  of  new  products;  rapid  technology  changes;  system errors or
failures;  reliance  on  a limited number of suppliers; uncertainties associated
with  international  business  activities,  including foreign regulations, trade
controls,  taxes,  and currency fluctuations; the highly competitive environment
in  which  we  operate  and  predatory pricing pressures; failure to effectively
service  the  installed base; the entry of new well-capitalized competitors into
our  markets; the success of new products in both the VOD and ISD divisions; the
availability  of  Linux  software  in


                                       17
<PAGE>
light  of  issues  raised  by  SCO group; capital spending patterns by a limited
customer  base;  and customer obligations that could impact revenue recognition.

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

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

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

ITEM 4.     CONTROLS AND PROCEDURES

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

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

PART II OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

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

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

<TABLE>
<CAPTION>
<C>      <S>
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)).


                                       18
<PAGE>
3.2   -  Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant's
         Quarterly report on Form 10-Q for the quarter ended March 31, 2003).
3.3   -  Certificate of Correction to Restated Certificate of Incorporation of the Registrant (incorporated by
         reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2002).
3.4   -  Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock
         (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
3.5   -  Amendment to Amended Certificate of Designations of Series A Participating Cumulative Preferred
         Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
4.1   -  Form of Common Stock Certificate (incorporated by reference to the Registrant's Quarterly report on
         Form 10-Q for the quarter ended March 31, 2003).
4.2   -  Form of Rights Certificate (incorporated by reference to the Registrant's Current Report on Form 8-
         K/A filed August 12, 2002).
4.3   -  Amended and Restated Rights Agreement dated as of August 7, 2002 between the Registrant and
         American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to the
         Registrant's Current Report on Form 8-K/A filed on August 12, 2002).
11.1* -  Statement Regarding Computation of Per Share Earnings.
31.1**-  Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**-  Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**-  Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**-  Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

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

     **  Filed  herewith.


(b)  Reports on Form 8-K.

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

     -    Current  Report  on Form 8-K furnished on July 1, 2004, announcing the
          fourth  quarter  2004  earnings  release  date  and  providing updated
          earnings  guidance.
     -    Current  Report  on Form 8-K furnished on August 12, 2004, relating to
          results  of  operations  and  financial  condition  as  of and for the
          quarter  and  year  ended  June  30,  2004.


                                       19
<PAGE>
                                   SIGNATURES


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


Date:  November 5, 2004               CONCURRENT COMPUTER CORPORATION




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


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                            EXHIBIT INDEX
                                            -------------

<C>      <S>
3.1   -  Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant's
         Registration Statement on Form S-2 (No. 33-62440)).
3.2   -  Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant's
         Quarterly report on Form 10-Q for the quarter ended March 31, 2003).
3.3   -  Certificate of Correction to Restated Certificate of Incorporation of the Registrant (incorporated by
         reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2002).
3.4   -  Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock
         (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
3.5   -  Amendment to Amended Certificate of Designations of Series A Participating Cumulative Preferred
         Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
4.1   -  Form of Common Stock Certificate (incorporated by reference to the Registrant's Quarterly report on
         Form 10-Q for the quarter ended March 31, 2003).
4.2   -  Form of Rights Certificate (incorporated by reference to the Registrant's Current Report on Form 8-
         K/A filed August 12, 2002).
4.3   -  Amended and Restated Rights Agreement dated as of August 7, 2002 between the Registrant and
         American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to the
         Registrant's Current Report on Form 8-K/A filed on August 12, 2002).
11.1* -  Statement Regarding Computation of Per Share Earnings.
31.1**-  Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**-  Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**-  Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**-  Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

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

     **  Filed  herewith.


                                       21
<PAGE>