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, 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 or other jurisdiction            (I.R.S. Employer Identification No.)
of incorporation or organization)

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

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


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the Registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.

                                    Yes  X  No
                                        ---   ----

Indicate by a check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                    Yes  X  No
                                        ---   ----

Number of shares of the Registrant's Common Stock, par value $0.01 per share,
outstanding as of January 31, 2005 was 63,801,357.


<PAGE>
<TABLE>
<CAPTION>
                         CONCURRENT COMPUTER CORPORATION
                                    FORM 10-Q
              FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2004
                                TABLE OF CONTENTS

                                                                                    PAGE
                                                                                    ----
<S>                                                                                 <C>
                            PART I - FINANCIAL INFORMATION
                            ------------------------------

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                    2
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS                                                                    16
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                    26
ITEM 4. CONTROLS AND PROCEDURES                                                       26
                            PART II - OTHER INFORMATION
                            ---------------------------

ITEM 1. LEGAL PROCEEDINGS                                                             26
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                           26
ITEM 6. EXHIBITS                                                                      27
  EX-10.1 LOAN AND SECURITY AGREEMENT
  EX-10.2 SCHEDULE OF OFFICERS ENTERING FORM INDEMNIFICATION
  EX-10.3 EMPLOYMENT AGREEMENT - GREG WILSON
  EX-10.4 PROTECTIVE AGREEMENT - GREG WILSON
  EX-10.5 EMPLOYMENT AGREEMENT - JOHN WELCH
  EX-10.6 PROTECTIVE AGREEMENT - JOHN WELCH
  EX-10.7 EMPLOYMENT AGREEMENT - GARY BRUST
  EX-10.8 PROTECTIVE AGREEMENT - GARY BRUST
  EX-31.1 SECTION 302 CERTIFICATION OF CEO
  EX-31.2 SECTION 302 CERTIFIACTION OF CFO
  EX-32.1 SECTION 906 CERTIFICATION OF CEO
  EX-32.1 SECTION 906 CERTIFICATION OF CFO
</TABLE>


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

ITEM 1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               CONCURRENT COMPUTER CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                      (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                      THREE MONTHS ENDED   SIX MONTHS ENDED
                                                          DECEMBER 31,       DECEMBER 31,
                                                        2004      2003      2004      2003
                                                      --------  --------  --------  --------
<S>                                                   <C>       <C>       <C>       <C>
Revenues:
  Product
    ISD systems                                       $ 6,162   $ 5,597   $11,695   $ 9,991
    VOD systems                                         8,559    11,568    14,613    20,715
                                                      --------  --------  --------  --------
      Total product revenues                           14,721    17,165    26,308    30,706
  Service
    ISD systems                                         3,347     4,018     6,621     8,164
    VOD systems                                         1,956     1,443     4,425     2,658
                                                      --------  --------  --------  --------
      Total service revenues                            5,303     5,461    11,046    10,822
                                                      --------  --------  --------  --------
      Total revenues                                   20,024    22,626    37,354    41,528

Cost of sales:
  Product
    ISD systems                                         2,527     2,628     4,984     3,984
    VOD systems                                         4,353     5,484     8,563     9,141
                                                      --------  --------  --------  --------
      Total product cost of sales                       6,880     8,112    13,547    13,125
  Service
    ISD systems                                         2,060     2,233     4,063     4,417
    VOD systems                                         1,188       862     2,709     1,617
                                                      --------  --------  --------  --------
      Total service cost of sales                       3,248     3,095     6,772     6,034
                                                      --------  --------  --------  --------
      Total cost of sales                              10,128    11,207    20,319    19,159
                                                      --------  --------  --------  --------

Gross margin                                            9,896    11,419    17,035    22,369

Operating expenses:
  Sales and marketing                                   4,087     4,429     8,564     8,509
  Research and development                              4,672     4,705     9,852     9,373
  General and administrative                            2,275     2,175     4,781     4,344
                                                      --------  --------  --------  --------
      Total operating expenses                         11,034    11,309    23,197    22,226
                                                      --------  --------  --------  --------

Operating income (loss)                                (1,138)      110    (6,162)      143

Recovery (impairment loss) of minority investment        (313)    1,698      (313)    2,758
Interest income - net                                      82        78       174       138
Other expense                                             (66)      (20)     (101)     (154)
                                                      --------  --------  --------  --------

Income (loss) before income taxes                      (1,435)    1,866    (6,402)    2,885

Provision for income taxes                                 12       653        66     1,060
                                                      --------  --------  --------  --------

Net income (loss)                                     $(1,447)  $ 1,213   $(6,468)  $ 1,825
                                                      ========  ========  ========  ========

Net income (loss) per share
      Basic                                           $ (0.02)  $  0.02   $ (0.10)  $  0.03
                                                      ========  ========  ========  ========
      Diluted                                         $ (0.02)  $  0.02   $ (0.10)  $  0.03
                                                      ========  ========  ========  ========
      Weighted average shares outstanding - basic      62,747    62,308    62,714    62,197
                                                      ========  ========  ========  ========
      Weighted average shares outstanding - diluted    62,747    63,461    62,714    63,251
                                                      ========  ========  ========  ========
<FN>
    The accompanying notes are an integral part of the condensed consolidated financial statements.
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                             CONCURRENT COMPUTER CORPORATION
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                                 (DOLLARS IN THOUSANDS)


                                                                DECEMBER 31,   JUNE 30,
                                                                   2004          2004
                                                              --------------  ----------
<S>                                                           <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents                                   $      23,921   $  27,928
  Accounts receivable, less allowance for doubtful
    accounts of $200 at December 31, 2004 and June 30, 2004          11,940      10,192
  Inventories - net                                                   4,562       9,617
  Deferred tax asset - net                                              580         517
  Prepaid expenses and other current assets                           1,714         861
                                                              --------------  ----------
    Total current assets                                             42,717      49,115

Property, plant and equipment - net                                   9,871      11,569
Purchased developed computer software - net                             918       1,013
Goodwill                                                             10,744      10,744
Investment in minority owned company                                    140         553
Other long-term assets - net                                          1,408       1,548
                                                              --------------  ----------
    Total assets                                              $      65,798   $  74,542
                                                              ==============  ==========

    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses                       $       9,970   $  12,069
  Notes payable to bank, current portion                                930           -
  Deferred revenue                                                    6,567      10,668
                                                              --------------  ----------
    Total current liabilities                                        17,467      22,737

Long-term liabilities:
  Deferred revenue                                                    3,670       4,117
  Deferred tax liability                                                313         278
  Pension liability                                                   1,603       1,372
  Notes payable to bank, less current portion                         2,070           -
  Other                                                                 288         312
                                                              --------------  ----------
    Total liabilities                                                25,411      28,816

Stockholders' equity:
  Common stock                                                          638         628
  Capital in excess of par value                                    176,376     174,338
  Accumulated deficit                                              (135,194)   (128,712)
  Treasury stock                                                          -         (42)
  Unearned compensation                                              (2,224)       (351)
  Accumulated other comprehensive income (loss)                         791        (135)
                                                              --------------  ----------
    Total stockholders' equity                                       40,387      45,726
                                                              --------------  ----------

Total liabilities and stockholders' equity                    $      65,798   $  74,542
                                                              ==============  ==========
<FN>
    The accompanying notes are an integral part of the condensed consolidated
                              financial statements.
</TABLE>


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


                                                                     SIX MONTHS ENDED
                                                                       DECEMBER 31,
                                                                     2004        2003
                                                                  ----------  ----------
<S>                                                               <C>         <C>
OPERATING ACTIVITIES
Net income (loss)                                                 $  (6,468)  $   1,825
Adjustments to reconcile net income (loss) to net
  cash used in operating activities:
  Reduction in accrual of non-cash warrants, net                          -        (891)
  Depreciation and amortization                                       2,819       2,618
  Provision for inventory reserves                                       12         670
  Reversal of provision for bad debts                                     -        (600)
  Non-cash income tax provision                                           -         728
  Impairment (recovery) of minority investments                         313      (2,758)
  Other non cash expenses                                                89          34
  Changes in operating assets and liabilities:
    Accounts receivable                                              (1,748)     (9,020)
    Inventories                                                       5,043      (1,551)
    Prepaid expenses and other current assets                         (782))       (608)
    Other long-term assets                                              240         (97)
    Accounts payable and accrued expenses                            (2,099)       (798)
    Deferred revenue                                                 (4,548)      4,442
    Pension liability                                                   231       1,131
    Other long-term liabilities                                          25          42
                                                                  ----------  ----------
  Total adjustments to net income (loss)                               (405)     (6,658)
                                                                  ----------  ----------
Net cash used in operating activities                                (6,873)     (4,833)

INVESTING ACTIVITIES
  Net additions to property, plant and equipment                       (887)     (2,053)
  Repayment of note receivable from minority owned company                -       2,758
                                                                  ----------  ----------
Net cash provided by (used in) investing activities                    (887)        705

FINANCING ACTIVITIES
  Proceeds from notes payable to bank, net of issuance expenses       2,930           -
  Repayment of capital lease obligation                                 (49)        (45)
  Proceeds from sale of treasury stock                                   28           -
  Proceeds from sale and issuance of common stock                        57       1,134
                                                                  ----------  ----------
  Net cash provided by financing activities                           2,966       1,089

Effect of exchange rates on cash and cash equivalents                   787        (162)
                                                                  ----------  ----------

Decrease in cash and cash equivalents                                (4,007)     (3,201)
Cash and cash equivalents at beginning of period                     27,928      30,697
                                                                  ----------  ----------
Cash and cash equivalents at end of period                        $  23,921   $  27,496
                                                                  ==========  ==========

Cash paid during the period for:
  Interest                                                        $       2   $       6
                                                                  ==========  ==========
  Income taxes (net of refunds)                                   $     212   $     191
                                                                  ==========  ==========
<FN>
    The accompanying notes are an integral part of the condensed consolidated
                              financial statements.
</TABLE>


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


1.   OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION

     Concurrent  Computer  Corporation  ("Concurrent")  is a leading supplier of
high-performance  computer  systems,  software, and services 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 changes to
Concurrent's  Significant  Accounting Policies as disclosed in the Annual Report
on  Form  10-K  for  the  year  ended  June  30,  2004,  except  as  noted under
"Application  of  Critical  Accounting  Policies"  in  Item  2,  "Management's
Discussion  and Analysis of Financial Condition and Results of Operations".  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  December  31,  2004  and June 30, 2004, there were two customers that each
accounted  for  more  than  10% of trade receivables.  At December 31, 2004, one
customer  accounted  for  $1,870,000,  or 16% of trade receivables and the other
accounted  for  $1,560,000,  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.  In September 2004, the Financial
Accounting  Standards  Board  ("FASB")  issued  FASB Staff Position EITF 03-1-1,
which  delayed  the  effective  date of paragraphs 10-20 of EITF Issue No. 03-1.
Paragraphs  10-20  of  EITF  Issue No. 03-1 give guidance on how to evaluate and
recognize  impairment  loss that is "other than temporary."  EITF Issue No. 03-1
requires  that  a  three-step model be applied in determining when an investment


                                        5
<PAGE>
is  considered impaired, whether that impairment is other than temporary and the
measurement  of  an  impairment  loss.  The required recognition and measurement
guidance  within  EITF  Issue  No.  03-1  has  been  applied  by  Concurrent  to
other-than-temporary  impairment evaluations beginning July 1, 2004.  See Note 6
for  discussion on the impact of adoption of EITF Issue No. 03-1 on Concurrent's
financial  position  and  results  of  operations.

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

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

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

     Basic  net  income (loss) per share is computed in accordance with SFAS No.
128, "Earnings Per Share," by dividing net income (loss) by the weighted average
number  of  common  shares  outstanding  during each period.  Diluted net income
(loss)  per  share  is  computed  by  dividing net income (loss) by the weighted
average number of shares including dilutive common share equivalents.  Under the
treasury  stock method, incremental shares representing the number of additional
common  shares that would have been outstanding if the dilutive potential common
shares  had  been  issued are included in the computation.  Diluted earnings per
common  share  assumes exercise of outstanding stock options and vesting of time
and  performance based restricted stock when the effects of such assumptions are
dilutive.  Common  share  equivalents  of  6,790,000 and 5,235,000 for the three
month periods ended December 31, 2004 and 2003, respectively, were excluded from
the  calculation as their effect was antidilutive.   Common share equivalents of
6,843,000  and  5,406,000  for the six month periods ended December 31, 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>
(DOLLARS AND SHARE DATA IN THOUSANDS,                           THREE MONTHS ENDED      SIX MONTHS ENDED
    EXCEPT PER SHARE AMOUNTS)                                      DECEMBER 31,           DECEMBER 31,
                                                                2004         2003       2004        2003
                                                             -----------  ----------  ---------  ----------
<S>                                                          <C>          <C>         <C>        <C>
Basic and diluted earnings per share (EPS) calcuation:
  Net income (loss)                                          $   (1,447)  $    1,213  $ (6,468)  $    1,825
                                                             ===========  ==========  =========  ==========

Basic weighted average number of shares outstanding              62,747       62,308    62,714       62,197
  Effect of dilutive securities:
    Shares issued upon assumed exercise of stock options              -          894         -          795
    Shares issued upon assumed vesting of restricted stock            -          259         -          259
                                                             -----------  ----------  ---------  ----------
Diluted weighted average number of shares outstanding            62,747       63,461    62,714       63,251
                                                             ===========  ==========  =========  ==========
Basic EPS                                                    $    (0.02)  $     0.02  $  (0.10)  $     0.03
                                                             ===========  ==========  =========  ==========
Diluted EPS                                                  $    (0.02)  $     0.02  $  (0.10)  $     0.03
                                                             ===========  ==========  =========  ==========
</TABLE>


                                        6
<PAGE>
3.   STOCK-BASED COMPENSATION

     At  December  31,  2004,  Concurrent  had stock-based employee compensation
plans  which  are described in Note 14 to the annual report on Form 10-K for the
year  ended  June  30,  2004.  Concurrent  accounts  for  these  plans under the
recognition  and  measurement  principles of Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees," and related interpretations.
For  the  three  and  six  months ended December 31, 2004, Concurrent recognized
$102,000  and  $118,000,  respectively,  of  stock  compensation expense for the
issuance  of  restricted  stock  awards.  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  expense  for  stock options in the reported net income (loss) for the
three and six month periods ended December 31, 2004 and 2003.  Concurrent issued
1,041,000  shares of restricted stock during the quarter and recorded $2,311,000
of  unearned  compensation  as  a contra-equity account, which will be amortized
over  the vesting period.  A portion of the restricted stock vests over time and
a  portion  vests  based  upon  performance criteria.  Because a portion of this
restricted  stock  plan is performance based, that portion must be accounted for
using  variable accounting, requiring interim estimates of compensation expense.
Interim  measures  of  compensation  expense  are  based on a combination of the
fair-value  of the stock as of the end of the reporting period and an assessment
of whether the performance criteria will ultimately be met.

     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                   THREE MONTHS ENDED       SIX MONTHS ENDED
     SHARE AMOUNTS)                                         DECEMBER 31,             DECEMBER 31,
                                                         2004         2003        2004        2003
                                                      -----------  -----------  ---------  -----------
<S>                                                   <C>          <C>          <C>        <C>
Net income (loss) as reported                         $   (1,447)  $    1,213   $ (6,468)  $    1,825

  Deduct: Total stock-based employee compensation
    expense determined under the fair value method,
    net of related taxes                                    (829)      (1,088)    (1,830)      (2,126)
                                                      -----------  -----------  ---------  -----------

Pro forma net income (loss)                           $   (2,276)  $      125   $ (8,298)  $     (301)
                                                      ===========  ===========  =========  ===========

Net income (loss) per share:

  Basic-as reported                                   $    (0.02)  $     0.02   $  (0.10)  $     0.03
                                                      ===========  ===========  =========  ===========

  Basic-pro forma                                     $    (0.04)  $        -   $  (0.13)  $        -
                                                      ===========  ===========  =========  ===========

  Diluted-as reported                                 $    (0.02)  $     0.02   $  (0.10)  $     0.03
                                                      ===========  ===========  =========  ===========

  Diluted-pro forma                                   $    (0.04)  $        -   $  (0.13)  $        -
                                                      ===========  ===========  =========  ===========
</TABLE>

     The  weighted-average  assumptions used for the three months ended December
31,  2004,  and  2003  were:  expected  dividend yield of 0.0% for both periods;
risk-free interest rate of 3.8% and 3.5%, respectively; expected life of 6 years
for  both periods; and an expected volatility of 95.9% and 111.0%, respectively.
The  weighted-average  assumptions  used  for  the six months ended December 31,
2004, and 2003 were: expected dividend yield of 0.0% for both periods; risk-free
interest  rate of 3.7% and 3.3%, respectively; expected life of 6 years for both
periods;  and  an  expected  volatility  of  100.3%  and  111.5%,  respectively.


                                        7
<PAGE>
     Because  additional option grants are expected to be made in the future and
options  vest  over  several  periods,  the  above pro forma disclosures are not
representative  of  pro  forma  effects on reported net income (loss) for future
periods.

4.   REVENUE RECOGNITION AND RELATED MATTERS

     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.

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>
                     DECEMBER 31,   JUNE 30,
                        2004         2004
                    -------------  ---------
<S>                 <C>            <C>
Raw materials, net  $       2,948  $   7,361
Work-in-process             1,117      1,229
Finished goods                497      1,027
                    -------------  ---------
                    $       4,562  $   9,617
                    =============  =========
</TABLE>

     At  December  31,  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 $2.1 million and $3.0 million which would reduce
the value of the inventory to its estimated net realizable value at December 31,
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 $4.0 million in
cash  and  the  equivalent  of  $3.0 million in its common stock in exchange for
1,220,601  series C shares of Thirdspace.  In addition to the equity investment,
Concurrent  also  loaned  Thirdspace $6.0 million in exchange for two $3 million
long-term  notes  receivable.  In  fiscal year 2003, Concurrent recorded a $13.0
million  net  impairment  charge due to an "other-than-temporary" decline in the
market  value of the investment in Thirdspace.  In May 2003, Thirdspace sold the
majority of its assets to Alcatel Telecom Ltd.  As a result of the sale of these
certain  assets,  Concurrent received proceeds in fiscal 2004 that were recorded
as  a  reduction  to  the impairment loss in the line item "Recovery (impairment
loss)  of  minority  investment."

     In the first and second quarters of fiscal 2004, Concurrent received in the
aggregate, $2.8 million in proceeds as a result of the sale of certain assets of
Thirdspace.  During  the  remainder  of  fiscal  2004,  Concurrent  received  an
additional  $300,000  in  proceeds  as  a  result of the sale of the majority of
Thirdspace's  remaining  assets.  In  the  quarter  ended  December  31,  2004,
Concurrent  recognized an additional $100,000 related to distributions from this
sale. Thirdspace's only significant remaining asset after the sale is a right to
40%  of  amounts recovered by nCube Corporation, now part of C-Cor, Incorporated
("nCube"),  if  any,  from  the  lawsuit  brought  by  nCube  against  SeaChange
International, Inc., alleging patent infringement.  The likelihood of collecting
this  asset, and the amount and timing of such collection, is uncertain and as a
result  Concurrent  has  not


                                        8
<PAGE>
recorded the gain contingency.  Pursuant to the sale of the assets of Thirdspace
to Alcatel, Concurrent believes that it has the right to the first approximately
$3.0  million  of  such  recovery, if any.  Beyond any such recovery, Concurrent
does  not  anticipate  further  cash  proceeds  related  to  the  liquidation of
Thirdspace's  remaining  assets.

     In April 2002, Concurrent invested cash of $553,000 in Everstream Holdings,
Inc.  ("Everstream") in exchange for 480,770 shares of Series C Preferred stock,
giving  Concurrent  a  4.9%  ownership interest.  Everstream is a privately held
company  specializing  in  broadband  advertising  systems,  operations and data
warehousing software and related integration services.  Concurrent is accounting
for  its investment in the Series C Preferred stock of Everstream using the cost
method because Concurrent does not believe it exercises significant influence on
Everstream.  During the quarter ended December 31, 2004, Concurrent became aware
of  circumstances  that provide evidence of an "other than temporary" impairment
of  Concurrent's investment in Everstream, in accordance with EITF 03-01.  Based
upon  an  evaluation  of  the  investment  in  Everstream  during  this  period,
Concurrent  recorded  an  impairment  charge  of  $413,000  in  the Statement of
Operations,  under  the  line  item,  "Recovery  (impairment  loss)  of minority
investment", and reduced its "Investment in minority owned company" to $140,000.
Should  there  be  evidence of further impairment in the future, Concurrent will
record  additional  impairment  charges  related  to  this  investment.

7.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

<TABLE>
<CAPTION>
                                       DECEMBER 31,   JUNE 30,
                                          2004         2004
                                      -------------  ---------
<S>                                   <C>            <C>
Accounts payable, trade               $       2,610  $   3,487
Accrued payroll, vacation, severance
  and other employee expenses                 4,149      5,420
Warranty accrual                                921      1,122
Other accrued expenses                        2,290      2,040
                                      -------------  ---------
                                      $       9,970  $  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  six  months  ended  December  31, 2004 were as follows (in
thousands):

<TABLE>
<CAPTION>
<S>                            <C>
Balance at June 30, 2004       $1,122
Charged to costs and expenses     266
Deductions                       (467)
                               -------
Balance at December 31, 2004   $  921
                               =======
</TABLE>

8.   COMPREHENSIVE INCOME

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

<TABLE>
<CAPTION>
                                      THREE MONTHS ENDED       SIX MONTHS ENDED
                                          DECEMBER 31,           DECEMBER 31,
                                      2004         2003        2004        2003
                                   ----------  ------------  ---------  ----------
<S>                                <C>         <C>           <C>        <C>
Net income (loss)                  $  (1,447)  $     1,213   $ (6,468)  $    1,825

Other comprehensive income:
  Foreign currency translation
  income (loss)                          750           (71)       926           14
                                   ----------  ------------  ---------  ----------

Total comprehensive income (loss)  $    (697)  $     1,142   $ (5,542)  $    1,839
                                   ===========  ===========  =========  ==========
</TABLE>


                                        9
<PAGE>
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.


                                       10
<PAGE>
     The  following  summarizes  the  operating income (loss) by segment for the
three  month periods ended December 31, 2004 and December 31, 2003, respectively
(dollars  in  thousands):

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED DECEMBER 31, 2004 (UNAUDITED)
                               -----------------------------------------------------------
                                INTEGRATED
                                 SOLUTIONS        VOD        CORPORATE          TOTAL
                               -------------  -----------  --------------  ---------------
<S>                            <C>            <C>          <C>             <C>
Revenues:
  Product                      $       6,162  $    8,559   $           -   $       14,721
  Service                              3,347       1,956               -            5,303
                               -------------  -----------  --------------  ---------------
    Total                              9,509      10,515               -           20,024

Cost of sales:
  Product                              2,527       4,353               -            6,880
  Service                              2,060       1,188               -            3,248
                               -------------  -----------  --------------  ---------------
    Total                              4,587       5,541               -           10,128
                               -------------  -----------  --------------  ---------------

Gross margin                           4,922       4,974               -            9,896

Operating expenses:
  Sales and marketing                  1,765       2,208             114            4,087
  Research and development             1,320       3,352               -            4,672
  General and administrative             472         440           1,363            2,275
                               -------------  -----------  --------------  ---------------
    Total operating expenses           3,557       6,000           1,477           11,034
                               -------------  -----------  --------------  ---------------

Operating income (loss)        $       1,365  $   (1,026)  $      (1,477)  $       (1,138)
                               =============  ===========  ==============  ===============


                                    THREE MONTHS ENDED DECEMBER 31, 2003 (UNAUDITED)
                               -----------------------------------------------------------
                                INTEGRATED
                                 SOLUTIONS      VOD          CORPORATE         TOTAL
                               -------------  -----------  --------------  ---------------
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
                               =============  ===========  ==============  ===============
</TABLE>


                                       11
<PAGE>
     The following summarizes the operating income (loss) by segment for the six
month  periods  ended  December  31,  2004  and  December 31, 2003, respectively
(dollars  in  thousands):

<TABLE>
<CAPTION>
                              SIX MONTHS ENDED DECEMBER 31, 2004 (UNAUDITED)
                              ----------------------------------------------
                               INTEGRATED
                                SOLUTIONS     VOD      CORPORATE    TOTAL
                               -----------  --------  -----------  --------
<S>                            <C>          <C>       <C>          <C>
Revenues:
  Product                      $    11,695  $14,613   $        -   $26,308
  Service                            6,621    4,425            -    11,046
                               -----------  --------  -----------  --------
    Total                           18,316   19,038            -    37,354

Cost of sales:
  Product                            4,984    8,563            -    13,547
  Service                            4,063    2,709            -     6,772
                               -----------  --------  -----------  --------
    Total                            9,047   11,272            -    20,319
                               -----------  --------  -----------  --------
                                                               -
Gross margin                         9,269    7,766            -    17,035

Operating expenses:
  Sales and marketing                3,700    4,637          227     8,564
  Research and development           2,895    6,957            -     9,852
  General and administrative           836      839        3,106     4,781
                               -----------  --------  -----------  --------
    Total operating expenses         7,431   12,433        3,333    23,197
                               -----------  --------  -----------  --------

Operating income (loss)        $     1,838  $(4,667)  $   (3,333)  $(6,162)
                               ===========  ========  ===========  ========

                              SIX MONTHS ENDED DECEMBER 31, 2004 (UNAUDITED)
                              ----------------------------------------------
                               INTEGRATED
                                SOLUTIONS     VOD      CORPORATE    TOTAL
                               -----------  --------  -----------  --------
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
                               ===========  ========  ===========  ========
</TABLE>


                                       12
<PAGE>
     The following summarizes the revenues by geographic locations for the three
and  six  month  periods  ended  December  31,  2004  and  December  31,  2003,
respectively  (dollars  in  thousands):

<TABLE>
<CAPTION>
                                   THREE MONTHS ENDED     SIX MONTHS ENDED
                                      DECEMBER 31,          DECEMBER 31,
                                   2004        2003       2004       2003
                                ----------  ----------  --------  ----------
<S>                             <C>         <C>         <C>       <C>
United States                   $   14,650  $   18,713  $ 28,137  $   34,740

  Japan                              2,090       1,113     3,025       1,658
  Other Asia Pacific countries         911         784     1,659       1,634
                                ----------  ----------  --------  ----------
Asia Pacific                         3,001       1,897     4,684       3,292
                                ----------  ----------  --------  ----------

Europe                               2,237       1,888     4,274       2,999

Other foreign countries                136         128       259         497
                                ----------  ----------  --------  ----------
                                $   20,024  $   22,626  $ 37,354  $   41,528
                                ==========  ==========  ========  ==========
</TABLE>

10.  ISSUANCE AND ACCRUAL OF NON-CASH WARRANTS

     Comcast Cable Communications Inc. Warrants

     On  March 29, 2001, Concurrent entered into a definitive purchase agreement
with  Comcast  Cable,  providing  for the purchase of 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  were  outstanding  as  of  December  31,  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 and six month periods ended December 31, 2004.  For the three
and six month periods ended December 31, 2003, Concurrent recognized $80,000 and
$431,000,  respectively,  as  a  reduction in revenue for the warrants that were
earned  during  those  respective  periods.

     As  of  December  31, 2003, Concurrent determined the value of the warrants
using  the Black-Scholes valuation model.  The weighted-average assumptions used
for  the  three  months ended December 31, 2003 were: expected dividend yield of
0.0%; risk-free interest rate of 2.8%; expected life of 4 years; and an expected
volatility  of  111.0%.

     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


                                       13
<PAGE>
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, 2004. These warrants
expire on April 1, 2006.

     The five year definitive agreement with SAI expired on August 17, 2003, and
at  that  time  Concurrent  had  not reached the second $30 million threshold of
revenue  using  the  SAI platform.  As a result, Concurrent was not obligated to
issue  warrants  under the agreement regarding the second $30 million threshold,
and  accordingly,  reversed  $1.3  million  of  expense  in the six months ended
December 31, 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.

11.  TERM LOAN AND REVOLVING CREDIT FACILITY

     On  December  23,  2004,  Concurrent executed a Loan and Security Agreement
("Credit  Agreement")  with  Silicon  Valley  Bank ("SVB"). The Credit Agreement
provides  for  a  two  year  maximum  of  $10,000,000  revolving  credit  line
("Revolver")  and a three year $3,000,000 term loan ("Term Loan") and is secured
by substantially all of the assets of Concurrent. Based on the borrowing formula
and  Concurrent's financial position as of December 31, 2004, $4.7 million would
have  been  available  to Concurrent under the Revolver. The Revolver expires on
December  23,  2006, unless terminated earlier in accordance with its terms, and
the  Term  Loan  expires  on  December  23,  2007,  unless terminated earlier in
accordance  with  its  terms. As of December 31, 2004, Concurrent had no amounts
drawn under the Revolver and had drawn down the entire $3,000,000 under the Term
Loan.

<TABLE>
<CAPTION>
                                    DECEMBER 31,   JUNE 30,
                                       2004         2004
                                   ------------------------
<S>                                <C>            <C>
Notes payable to bank              $       3,000  $       -
                                   -------------  ---------
Less current portion                         930          -
                                   -------------  ---------
  Long-term notes payable to bank  $       2,070  $       -
                                   =============  =========
</TABLE>

     Interest  on  all outstanding amounts under the Revolver is payable monthly
at  the  prime  rate  (5.25%  at  December  31,  2004) plus 3.25% per annum, and
interest  on all outstanding amounts under the Term Loan is payable monthly at a
rate of 8.0% per annum. The Term Loan is repayable in 36 equal monthly principal
and  interest  installments  of  $94,000  and  the  outstanding principal of the
Revolver  is due on December 23, 2006, unless the Revolver is terminated earlier
in  accordance  with  its  terms.

     In  addition,  the  Credit  Agreement contains certain financial covenants,
including  required  financial  ratios  and  a  minimum  tangible net worth, and
customary  restrictive covenants concerning Concurrent's operations.  Concurrent
was  in  compliance  with  these  covenants  at  December  31,  2004.


                                       14
<PAGE>
12.  RETIREMENT PLANS

     The  following  table  provides  a detail of the components of net periodic
benefit  cost  for the three and six months ended December 31, 2004 and 2003 (in
thousands):

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED        SIX MONTHS ENDED
                                                               DECEMBER 31,            DECEMBER 31,
                                                            2004         2003       2004        2003
                                                        ------------  ----------  ---------  -----------
<S>                                                     <C>           <C>         <C>        <C>
Service cost                                            $         7   $      88   $     13   $      176
Interest cost                                                    55         278        104          556
Expected return on plan assets                                  (23)       (191)       (44)        (384)
Amortization of unrecognized net transition obligation            8         (16)        16          (32)
Amortization of unrecognized prior service benefit                -           6          -           12
Recognized actuarial loss                                         1          94          2          188
                                                        ------------  ----------  ---------  -----------
Net periodic benefit cost                               $        48   $     259   $     91   $      516
                                                        ============  ==========  =========  ===========
</TABLE>

     Concurrent  contributed  $20,000  and  $36,000  to its defined benefit plan
during  the  three  and  six  months  ended December 31, 2004, respectively, and
expects  to  make  similar  contributions during the remaining periods of fiscal
2005.  Concurrent contributed $147,000 and $277,000 to its defined benefit plans
during the three and six months ended December 31, 2003, respectively.

     Concurrent  maintains  a  retirement  savings  plan,  available  to  U.S.
employees,  which  qualifies as a defined contribution plan under Section 401(k)
of  the  Internal  Revenue Code. During the three months ended December 31, 2004
and  2003,  Concurrent  contributed  $243,000  and  $255,000  to  this  plan,
respectively. During the six months ended December 31, 2004 and 2003, Concurrent
contributed  $514,000  and  $497,000  to  this  plan,  respectively.

     Concurrent  also maintains a defined contribution plan ("Stakeholder Plan")
for its U.K. based employees. Concurrent has agreements with certain of its U.K.
based employees to make supplementary contributions to the Stakeholder Plan over
the next five years, contingent upon their continued employment with Concurrent.
During the three months ended December 31, 2004 and 2003, Concurrent contributed
$125,000 and $5,000 to the Stakeholder Plan, respectively. During the six months
ended  December 31, 2004 and 2003, Concurrent contributed $258,000 and $9,000 to
this  plan,  respectively.

13.  COMMITMENTS AND CONTINGENCIES

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


                                       15
<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  six months ended December 31, 2004, we used approximately $6.9
million in cash and cash equivalents from operations, and ended the quarter with
$23.9  million in cash and cash equivalents, after borrowing $3.0 million in the
form  of  a term loan.  The increased net cash usage during the six months ended
December  31,  2004  compared  to  the six months ended December 31, 2003 is the
result  of  the  increased  net  loss  and the recognition of revenue during the
period  on  shipments  for which the cash was received in the prior fiscal year.
In  an  attempt  to  reduce the cash used in operating activities and reduce our
breakeven  point,  we  undertook  actions  during  this  fiscal  year  to reduce
operating  expenses  that  included  the termination of approximately 12% of our
workforce and employing greater discipline in our capital expenditures.  For the
three  month  period  ended  December  31,  2004,  we  generated $1.8 million of
positive cash flow from operations due to increased revenues and the benefits of
the  actions  undertaken  in  the quarter ended September 30, 2004.  See further
discussions  in  the "Liquidity and Capital Resources" section of this document.

     Also,  during  the  six month period ended December 31, 2004, we have begun
the  process  of  enabling  Concurrent  to  operate more effectively as a united
company  by consolidating the ISD and VOD operating divisions. Over the next few
months,  the  divisional  structure  will  be  consolidated  under  a functional
organization  with  ISD  and  VOD  product  lines.

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

APPLICATION OF CRITICAL ACCOUNTING POLICIES

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

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

   Stock-Based  Compensation  Costs

     We have stock-based employee compensation plans and account for these plans
using  Accounting  Principles Board Opinion No. 25, "Accounting for Stock Issued
to  Employees",  and related interpretations.  During the quarter ended December
31,  2004,  we  issued restricted stock awards, a portion of which are part of a
multi-year  restricted  stock  performance  plan.  Because  a  portion  of  this
restricted  stock  plan is performance based, that portion must be accounted for
using variable accounting, requiring interim estimates of compensation.  Interim
measures  of  compensation  are  based on a combination of the fair-value of the
stock  as  of  the  end of the reporting period and an assessment of whether the
performance  criteria will ultimately be met.  To the extent that the fair value
of  our  stock  fluctuates  and  our  assessments  of  achieving the performance
criteria  change,  cost  of  sales  and  operating expenses may be positively or
negatively  impacted.


                                       16
<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     Six Months Ended
                                                          December 31,          December 31,
                                                       2004        2003       2004       2003
                                                    ----------  ----------  --------  ----------
<S>                                                 <C>         <C>         <C>       <C>
Revenues:
  Product
    ISD systems                                          30.8%       24.8%    31.3 %      24.0 %
    VOD systems                                          42.7        51.1      39.1        49.9
                                                    ----------  ----------  --------  ----------
      Total product revenues                             73.5        75.9      70.4        73.9
  Service
    ISD systems                                          16.7        17.7      17.8        19.7
    VOD systems                                           9.8         6.4      11.8         6.4
                                                    ----------  ----------  --------  ----------
      Total service revenues                             26.5        24.1      29.6        26.1
                                                    ----------  ----------  --------  ----------

      Total revenues                                    100.0       100.0     100.0       100.0

Cost of sales (% of respective sales category):
  Product
    ISD systems                                          41.0        47.0      42.6        39.9
    VOD systems                                          50.9        47.4      58.6        44.1
                                                    ----------  ----------  --------  ----------
      Total product cost of sales                        46.7        47.3      51.5        42.7
  Service
    ISD systems                                          61.5        55.6      61.4        54.1
    VOD systems                                          60.7        59.7      61.2        60.8
                                                    ----------  ----------  --------  ----------
      Total service cost of sales                        61.2        56.7      61.3        55.8
                                                    ----------  ----------  --------  ----------
      Total cost of sales                                50.6        49.5      54.4        46.1
                                                    ----------  ----------  --------  ----------

Gross margin                                             49.4        50.5      45.6        53.9

Operating expenses:
  Sales and marketing                                    20.4        19.6      22.9        20.5
  Research and development                               23.3        20.8      26.4        22.6
  General and administrative                             11.3         9.6      12.8        10.5
                                                    ----------  ----------  --------  ----------
      Total operating expenses                           55.0        50.0      62.1        53.6
                                                    ----------  ----------  --------  ----------

Operating income (loss)                                  (5.6)        0.5     (16.5)        0.3

Recovery (impairment loss) of minority investment        (1.6)        7.5      (0.8)        6.7
Interest income - net                                     0.4         0.3       0.5         0.3
Other expense - net                                      (0.3)       (0.1)     (0.3)       (0.4)
                                                    ----------  ----------  --------  ----------

Income (loss) before income taxes                        (7.1)        8.2     (17.1)        6.9

Provision for income taxes                                0.1         2.8       0.2         2.5
                                                    ----------  ----------  --------  ----------

Net income (loss)                                       (7.2)%        5.4%   (17.3)%        4.4%
                                                    ==========  ==========  ========  ==========
</TABLE>


                                       17
<PAGE>
                              RESULTS OF OPERATIONS

THE THREE MONTHS ENDED DECEMBER 31, 2004 COMPARED TO THE THREE MONTHS ENDED
DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                            Three Months ended
                                               December 31,
                                         -----------------------
(Dollars in Thousands)                      2004         2003      $ Change  % Change
                                         ----------  ------------  --------  ---------
<S>                                      <C>         <C>           <C>       <C>

Product revenues                         $  14,721   $    17,165   $(2,444)     -14.2%
Service revenues                             5,303         5,461      (158)      -2.9%
                                         ----------  ------------  --------  ---------
    Total revenues                          20,024        22,626    (2,602)     -11.5%

Product cost of sales                        6,880         8,112    (1,232)     -15.2%
Service cost of sales                        3,248         3,095       153        4.9%
                                         ----------  ------------  --------  ---------
    Total cost of sales                     10,128        11,207    (1,079)      -9.6%
                                         ----------  ------------  --------  ---------

Product gross margin                         7,841         9,053    (1,212)     -13.4%
Service gross margin                         2,055         2,366      (311)     -13.1%
                                         ----------  ------------  --------  ---------
    Total gross margin                       9,896        11,419    (1,523)     -13.3%

Operating expenses:
  Sales and marketing                        4,087         4,429      (342)      -7.7%
  Research and development                   4,672         4,705       (33)      -0.7%
  General and administrative                 2,275         2,175       100        4.6%
                                         ----------  ------------  --------  ---------
    Total operating expenses                11,034        11,309      (275)      -2.4%
                                         ----------  ------------  --------  ---------

Operating income (loss)                     (1,138)          110    (1,248)         NM

Recovery (loss) of minority investment        (313)        1,698    (2,011)         NM
Interest income - net                           82            78         4        5.1%
Other expense                                  (66)          (20)      (46)         NM
                                         ----------  ------------  --------  ---------

Income (loss) before income taxes           (1,435)        1,866    (3,301)         NM

Provision for income taxes                      12           653      (641)     -98.2%
                                         ----------  ------------  --------  ---------

Net income (loss)                        $  (1,447)  $     1,213    (2,660)         NM
                                         ==========  ============  ========  =========
</TABLE>

(1) NM denotes percentage is not meaningful

     Product Sales.  Total product sales for the three months ended December 31,
2004  were  $14.7  million,  a decrease of approximately $2.5 million, or 14.2%,
from  $17.2  million for the three months ended December 31, 2003.  The decrease
in  product  sales  resulted  from  the  $3.0 million, or 26.0%, decrease in VOD
product  sales to $8.6 million in the quarter ended December 31, 2004 from $11.6
million  in  the  quarter  ended December 31, 2003.  The decrease in VOD product
sales  was  due  to  fewer product sales in the North American market during the
quarter  ended  December  31,  2004, as compared to the same period of the prior
year.  This  reduction  in  North  American  domestic  VOD  product  revenue was
partially offset by an increase in international sales volume during the quarter
ended  December 31, 2004 that resulted in a $2.0 million increase in VOD product
revenue  in  Asia and Europe, compared to the second quarter of the prior fiscal
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  exceed  the  declining  cost  of  goods  sold.

     Partially  offsetting  the decrease in VOD product sales, ISD product sales
increased  approximately  $0.6 million, or 10.1%, to $6.2 million in the quarter
ended  December  31,  2004  from  $5.6  million  in  the  quarter  ended


                                       18
<PAGE>
December  31,  2003.  The  increase  in ISD product sales is primarily due to an
increase in revenue from domestic customers.  Over the past year, our Integrated
Solutions  Division  has  integrated  software  applications  from  strategic
partnerships  that  we  believe  will enable it to expand beyond its traditional
customer  base.  Based on this initiative, we expect to maintain market share in
our  traditional  ISD  markets and expect to capture market share in new markets
needing  ISD  solutions.

     Service  Revenue.  Service revenue decreased $0.2 million, or 2.9%, to $5.3
million  for  the three months ended December 31, 2004 from $5.5 million for the
three  months  ended  December  31,  2003.  VOD  service  revenue  increased
approximately  $0.6  million,  or  35.6%,  to  $2.0 million in the quarter ended
December  31,  2004 from $1.4 million in the quarter ended December 31, 2003, 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 the 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 approximately a
$0.7  million,  or 16.7%, decrease in ISD service revenue to $3.3 million in the
quarter  ended December 31, 2004 from $4.0 million in the quarter ended December
31,  2003.  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 $7.8 million for the three
months  ended  December  31,  2004, a decrease of approximately $1.2 million, or
13.4%,  from  $9.1  million  for the three months ended December 31, 2003.  This
decrease was due to fewer product shipments during the current quarter.  Product
gross  margin as a percentage of product sales increased to 53.3% in the quarter
ended  December  31,  2004  from  52.7%  in  the quarter ended December 31, 2003
primarily  because  the  ISD  division's product gross margin increased to 59.0%
from 53.0% of ISD product revenue for the same respective periods.  The increase
in  ISD product gross margin is due to a more favorable product mix, as compared
to  the  same period of the prior fiscal year.  The gross margin on sales of VOD
product  decreased to 49.1% of VOD product revenue in the quarter ended December
31,  2004  from  52.6%  of VOD product revenue in the quarter ended December 31,
2003,  primarily  due  to  $0.2  million  of additional warranty reserves in the
current quarter resulting from faulty parts provided to us by a third party. VOD
product  margins  also  declined  due to product mix, compared to the prior year
quarter.

     Service  Gross  Margin.  The  gross  margin on service sales decreased $0.3
million,  or  13.1%,  to  $2.1 million, or 38.8% of service revenue in the three
months ended December 31, 2004 from $2.4 million, or 43.3% of service revenue in
the  three  months  ended  December  31,  2003.  The decrease in overall service
margins  is  due  to the decrease in ISD service margins to 38.5% of ISD service
revenues  in  the quarter ended December 31, 2004 from 44.4% of service revenues
during the quarter ended December 31, 2003.  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  $0.1 million recorded in the quarter ended December 31, 2004 resulted from a
reduction  in  service personnel as ISD scaled down the infrastructure necessary
to  fulfill  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 the ISD service infrastructure in
response to this trend of declining ISD contractual service obligations.

     The  gross  margin  on  sales  of  VOD  service remained relatively stable,
decreasing  slightly  to  39.3%  of  VOD  service  revenue  in the quarter ended
December  31,  2004  from  40.3%  of  VOD  service  revenue in the quarter ended
December  31, 2003.  Although our VOD service revenue continues to increase, our
VOD  customer service and support costs have also increased 37.8% 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 20.4% in the three months ended December 31, 2004 from 19.6% in the
three  months ended December 31, 2003. These expenses decreased $0.3 million, or
7.7%,  to $4.1 million during the three months ended December 31, 2004 from $4.4
million  in  the same period of the prior year, primarily due to lower salaries,
wages,  benefits  and


                                       19
<PAGE>
incentive  compensation  resulting  from the company-wide reduction in force and
cost savings initiative during the current fiscal year.

     Research and Development.  Research and development expenses increased as a
percentage  of  sales  to 23.3% in the three months ended December 31, 2004 from
20.8% in the three months ended December 31, 2003.  These expenses remained flat
at  $4.7 million in the second quarters of both fiscal years 2005 and 2004.  The
VOD division incurred an additional $0.1 million from development 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 subcontractor 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.  These additional costs to the VOD division were offset by lower incentive
compensation  and  product certification costs during the quarter ended December
31,  2004,  compared  to  the same period of the prior year.  We expect that VOD
software  development costs will continue to stabilize and flatten over the next
few  years,  as  we  reduce  our  number  of  software platforms and improve the
stability  of  our  software  in  the  field.

     General  and  Administrative. General and administrative expenses increased
as  a  percentage  of sales to 11.4% in the three months ended December 31, 2004
from  9.6% in the three months ended December 31, 2003. These expenses increased
$0.1  million,  or  4.6%, to $2.3 million in the three months ended December 31,
2004  from  $2.2  million  in  same  period  of the prior year. This increase in
general and administrative expense is primarily due to a prior year $0.3 million
VOD  bad  debt  expense  reversal  that  did  not  recur in the current quarter.
Partially  offsetting  the  effects  of  this  non-recurring prior year bad debt
reversal,  we  reduced  administrative  salaries,  benefits,  and  incentive
compensation  by  $0.2  million  in  the  current  quarter  as  a  result of the
company-wide  reduction  in  force  and  cost  savings initiative in the current
fiscal  year.

     Recovery  (Impairment  Loss) of Minority Investment.     During the quarter
ended  December 31, 2004, we became aware of circumstances that provide evidence
of  an  other  than temporary impairment of our investment in Everstream.  Based
upon  an  evaluation  of  the  investment  in  Everstream during this period, we
recorded  an  impairment  charge of $413,000 in the Statement of Operations, and
reduced our "Investment in minority owned company" to $140,000.  Should there be
evidence  of  further  impairment  in  the  future,  we  will  record additional
impairment  charges  related  to  this  investment.

     During  the  second  quarter  of  the  prior  fiscal year, we received $1.7
million  in  cash  from  continued  monetization  of  the  Thirdspace assets and
settlement  of  its liabilities for which we recorded a gain in the Statement of
Operations.  An  additional  $0.1  million  recovery  of  Thirdspace  assets was
recognized  in  the  quarter  ended  December 31, 2004, partially offsetting the
$413,000  Everstream  impairment  charge.

     Provision for Income Taxes. We recorded income tax expense for our domestic
and  foreign  subsidiaries  of  $12,000  in the quarter ended December 31, 2004,
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 quarter ended December 31, 2003, we recorded income tax expense for our
domestic  and  foreign  subsidiaries  of  $653,000.  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 December 31,
2004  was  $1.4  million  or  $0.02  per basic and diluted share compared to net
income for the three months ended December 31, 2003 of $1.2 million or $0.02 per
basic  and  diluted  share.


                                       20
<PAGE>
THE SIX MONTHS ENDED DECEMBER 31, 2004 COMPARED TO THE SIX MONTHS ENDED DECEMBER
31, 2003

<TABLE>
<CAPTION>
                                            SIX MONTHS ENDED
                                              DECEMBER 31,
                                         ----------------------
       (DOLLARS IN THOUSANDS)              2004        2003      $ CHANGE   % CHANGE
                                         ---------  -----------  --------  ---------
<S>                                      <C>        <C>          <C>       <C>
Product revenues                         $ 26,308   $   30,706   $(4,398)     -14.3%
Service revenues                           11,046       10,822       224        2.1%
                                         ---------  -----------  --------  ---------
      Total revenues                       37,354       41,528    (4,174)     -10.1%

Product cost of sales                      13,547       13,125       422        3.2%
Service cost of sales                       6,772        6,034       738       12.2%
                                         ---------  -----------  --------  ---------
      Total cost of sales                  20,319       19,159     1,160        6.1%
                                         ---------  -----------  --------  ---------

Product gross margin                       12,761       17,581    (4,820)     -27.4%
Service gross margin                        4,274        4,788      (514)     -10.7%
                                         ---------  -----------  --------  ---------
      Total gross margin                   17,035       22,369    (5,334)     -23.8%

Operating expenses:
  Sales and marketing                       8,564        8,509        55        0.6%
  Research and development                  9,852        9,373       479        5.1%
  General and administrative                4,781        4,344       437       10.1%
                                         ---------  -----------  --------  ---------
      Total operating expenses             23,197       22,226       971        4.4%
                                         ---------  -----------  --------  ---------

Operating income (loss)                    (6,162)         143    (6,305)         NM

Recovery (loss) of minority investment       (313)       2,758    (3,071)         NM
Interest income - net                         174          138        36       26.1%
Other expense                                (101)        (154)       53          NM
                                         ---------  -----------  --------  ---------

Income (loss) before income taxes          (6,402)       2,885    (9,287)         NM

Provision for income taxes                     66        1,060      (994)     -93.8%
                                         ---------  -----------  --------  ---------

Net income (loss)                        $ (6,468)  $    1,825   $(8,293)         NM
                                         =========  ===========  ========  =========
</TABLE>

     Product  Sales.  Total  product sales for the six months ended December 31,
2004  were  $26.3  million,  a decrease of approximately $4.4 million, or 14.3%,
from  $30.7 million for the six months ended December 31, 2003.  The decrease in
product  sales  resulted  from a $6.1 million, or 29.5%, decrease in VOD product
sales  to $14.6 million during the six months ended December 31, 2004 from $20.7
million  during  the  six  months  ended December 31, 2003.  The decrease in VOD
product sales was due to fewer products sold in the North American market during
the  six  months  ended December 31, 2004, as compared to the same period of the
prior  year. This reduction in domestic VOD product revenue was partially offset
by  an  increase  in  international  sales  volume  during  the six months ended
December  31,  2004  that  resulted  in  a  $2.7 million increase in VOD product
revenue  in Asia and Europe, compared to the six months ended December 31, 2003.
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  approximately $1.7 million, or 17.1%, to $11.7 million during the six
months  ended December 31, 2004 from $10.0 million during the same period of the
prior  year.  The increase in ISD product sales is due to an increase in revenue
from  both  domestic  and  international  customers.  Over  the  past  year, our
Integrated  Solutions  Division  has  integrated  software  applications  from
strategic  partnerships  that  we  believe  will  enable it to expand beyond its
traditional


                                       21
<PAGE>
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 $0.2 million, or 2.1%, to $11.0
million  for  the  six months ended December 31, 2004 from $10.8 million for the
six  months ended December 31, 2003. VOD service revenue increased approximately
$1.7 million, or 66.5%, to $4.4 million during the six months ended December 31,
2004  from  $2.7 million in the same period of the prior fiscal year, 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 approximately a
$1.6  million,  or 18.9%, decrease in ISD service revenue to $6.6 million during
the  six  months ended December 31, 2004 from $8.2 million in the same period of
the  prior  fiscal year.  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 $12.8 million for the six
months ended December 31, 2004, a decrease of $4.8 million, or 27.4%, from $17.6
million  for  the six months ended December 31, 2003.  Product gross margin as a
percentage  of product sales decreased to 48.5% in the six months ended December
31, 2004 from 57.3% in the six months ended December 31, 2003, primarily because
the  VOD  division's  product  gross margin decreased to 41.4% from 55.9% of VOD
product  revenue  for  the same respective periods.  The decrease in VOD product
gross  margin  is  due  to  an  incentive  discount provided to one of our North
American  cable  customers  who  upgraded  its  older  VOD systems to our fourth
generation architecture and changes in product mix.  In addition, prior year VOD
margins  were  favorably  affected  by  approximately 9.0% due to the Scientific
Atlanta,  Inc.  warrant  expense  reversal  of  $1.3  million.

     The  gross margin on sales of ISD product decreased to 57.4% of ISD product
revenue  in  the  six  months  ended December 31, 2004 from 60.1% of ISD product
revenue  in  the  six  months  ended  December  31, 2003 due to a less favorable
product mix, as compared to the same period of the prior fiscal year.

     Service  Gross  Margin.  The  gross  margin on service sales decreased $0.5
million,  or  10.7%,  to  $4.3  million,  or 38.7% of service revenue in the six
months ended December 31, 2004 from $4.8 million, or 44.2% of service revenue in
the six months ended December 31, 2003.  The decrease in overall service margins
is  due  to the decrease in ISD service margins to 38.6% of ISD service revenues
in  the six months ended December 31, 2004 from 45.9% of service revenues during
the  same  period of the prior fiscal year.  Declining ISD margins are primarily
due  to  declining service revenues from contractual maintenance obligations and
an  increase  in severance expense during the period.  Severance expense of $0.2
million  recorded  in  the  six  months  ended December 31, 2004 resulted from a
reduction  in  service personnel as ISD scaled down the infrastructure necessary
to  fulfill  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 our service infrastructure in response
to this trend of declining ISD contractual service obligations.

     VOD  service  margins  remained  flat at approximately 39.0% of VOD service
revenues for both the six months ended December 31, 2004 and 2003.  Although our
VOD  service revenue continues to increase, our VOD customer service and support
costs  have also increased 67.5% compared to the prior year six month period, as
required  to  provide  the  necessary  services.

     Sales and Marketing. Sales and marketing expenses increased as a percentage
of  sales  to  22.9% in the six months ended December 31, 2004 from 20.5% in the
six  months  ended  December 31, 2003. These expenses increased $0.1 million, or
0.6%,  to  $8.6  million during the six months ended December 31, 2004 from $8.5
million  in  the  same  period of the prior year, primarily due to an additional
$0.3  million  of  commissions  resulting from sales growth by both divisions in
Europe  and  Asia.  In  addition,  we  incurred  $0.2  million  of  domestic and
international  severance  expense  related  to  a  reduction in force initiative
during  the  current  fiscal  year.  The


                                       22
<PAGE>
increase in severance and international commission expense were partially offset
by a company-wide $0.3 million decrease in salaries, wages and benefits and $0.1
million  decrease in travel, both due to the reduction in force and cost savings
initiative  in  the  current  fiscal  year.

     Research and Development.  Research and development expenses increased as a
percentage  of  sales  to  26.4%  in the six months ended December 31, 2004 from
22.6%  in the six months ended December 31, 2003.  These expenses increased $0.5
million,  or 5.1%, to $9.9 million during the six months ended December 31, 2004
from  $9.4 million in the same period of the prior fiscal year.  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 $0.2
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.

     General  and Administrative.  General and administrative expenses increased
as a percentage of sales to 12.8% in the six months ended December 31, 2004 from
10.5%  in the six months ended December 31, 2003.  These expenses increased $0.4
million, or 10.1%, to $4.8 million during the six months ended December 31, 2004
from  $4.3  million  in  same period of the prior fiscal year.  This increase in
general  and  administrative  expense  is due to prior year VOD bad debt reserve
reversals  of  $0.6  million  that  did  not  recur  in the current fiscal year.
Partially  offsetting  the  effects  of  this  prior  year bad debt reversal, we
reduced  administrative  salaries,  benefits, and incentive compensation by $0.2
million  in  the  current  quarter  as a result of the company-wide reduction in
force and cost savings initiative in the current fiscal year.

     Recovery  (Impairment  Loss) of Minority Investment.  During the six months
ended  December 31, 2004, we became aware of circumstances that provide evidence
of  an  other  than temporary impairment of our investment in Everstream.  Based
upon  an  evaluation  of  the  investment  in  Everstream during this period, we
recorded  an  impairment  charge  of  $413,000  and  reduced  our "Investment in
minority  owned  company"  to  $140,000.  Should  there  be  evidence of further
impairment  in  the future, we will record additional impairment charges related
to  this  investment.

     During  the  six months ended December 31, 2003 we received $2.8 million in
cash  from continued monetization of the Thirdspace assets and settlement of its
liabilities  for  which  we  recorded a gain in the Statement of Operations.  An
additional  $0.1 million recovery of Thirdspace assets was recognized in the six
months  ended  December  31,  2004, partially offsetting the $413,000 Everstream
impairment  charge.

     Provision  for  Income  Taxes.  We  recorded  income  tax  expense  for our
domestic  and  foreign  subsidiaries  of  $66,000  during  the  six months ended
December  31,  2004, which is related primarily to foreign withholding taxes and
income earned in foreign locations, which cannot be offset by net operating loss
carryforwards.  For the same period of the prior fiscal year, we recorded income
tax  expense  for  our  domestic  and  foreign subsidiaries of $1,060,000.  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 six months ended December 31, 2004
was $6.5 million or $0.10 per basic and diluted share compared to net income for
the  six  months  ended December 31, 2003 of $1.8 million or $0.03 per basic and
diluted  share.


                                       23
<PAGE>
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 rate of growth, if any, of new VOD market deployments and the pace
          at  which  domestic  and  international  cable companies and telephone
          companies  implement  VOD  technology;

     -    the  rate  of growth, if any, of 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 additional bank financing, if necessary;

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

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

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

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

     We  used  $6.9  million  of  cash  from operating activities during the six
months ended December 31, 2004 compared to using $4.8 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  year.

     We  invested  $0.9  million in property, plant and equipment during the six
months  ended  December  31, 2004 compared to $2.1 million during the six months
ended December 31, 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 $2.8 million from the continued
liquidation of Thirdspace during the six months ended December 31, 2003.

     During  the  quarter ended December 31, 2004, we executed a Loan and Credit
Agreement with Silicon Valley Bank. The Credit Agreement provides for a two year
$10  million  revolving credit line and a three year $3 million term loan. As of
December 31, 2004, we had no amounts drawn under the Revolver and had drawn down
the  entire  $3.0  million  under  the  Term  Loan.

     Interest  on  all outstanding amounts under the Revolver is payable monthly
at  the  prime  rate  (5.25%  at  December  31,  2004) plus 3.25% per annum, and
interest  on all outstanding amounts under the Term Loan is payable monthly at a
rate of 8.0% per annum. The Term Loan is repayable in 36 equal monthly principal
and  interest  installments  of  $94,000  and  the  outstanding principal of the
Revolver  is due on December 23, 2006, unless the Revolver is terminated earlier
in  accordance  with  its  terms.

     In  addition,  the  Credit  Agreement contains certain financial covenants,
including  required  financial  ratios  and  a  minimum  tangible net worth, and
customary  restrictive  covenants  concerning  our  operations.  We  were  in
compliance  with  these covenants at December 31, 2004.  The Credit Agreement is
attached  as  Exhibit  10.1.


                                       24
<PAGE>
     As  part  of  our  cost reduction initiative implemented during the current
fiscal  year,  we  anticipate  reducing our breakeven point.  If revenues do not
reach these breakeven levels or our cost reduction efforts are not as successful
as planned, then we will continue to use cash.  Our working capital has declined
from $43.5 million at June 30, 2002 to $25.2 million at December 31, 2004, which
includes  amounts drawn under our new Credit Agreement.  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 an
offering  of  stock  or debt, in addition to our Credit Agreement with the bank.
We  cannot  be  certain  that  we will be able to obtain additional financing on
favorable  terms,  if  at  all.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

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

<TABLE>
<CAPTION>
                                                        PAYMENTS DUE BY FISCAL YEAR
                                          -----------------------------------------------------
                                                          (DOLLARS IN THOUSANDS)
CONTRACTUAL OBLIGATIONS                    TOTAL    2005   2006-2007   2008-2009    THEREAFTER
----------------------------------------  -------  ------  ----------  ----------  ------------
<S>                                       <C>      <C>     <C>         <C>         <C>

Note payable to bank                      $ 3,000  $  463  $    1,988  $      549  $          -
Interest payments - note payable to bank      373      99         261          13             -
Operating leases                            9,141   1,351       4,585       2,474           731
                                          -------  ------  ----------  ----------  ------------
    Total contractual obligations         $12,514  $1,913  $    6,834  $    3,036  $        731
                                          =======  ======  ==========  ==========  ============
</TABLE>

     CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain  statements  made  or incorporated by reference in this release may
constitute  "forward-looking  statements"  within  the  meaning  of  the federal
securities  laws.  When  used  or incorporated by reference in this release, the
words  "believes,"  "expects,"  "estimates,"  "anticipates,"  and  similar
expressions,  are  intended  to  identify forward-looking statements. Statements
regarding  future events and developments, our future performance, market share,
and  new  market growth, as well as our expectations, beliefs, plans, estimates,
or projections relating to the future, are forward-looking statements within the
meaning  of  these  laws.  Examples  of  our  forward-looking statements in this
quarterly  report  include,  but  are  not  limited  to, our pricing trends, our
expected  cash  position,  our  expectations of market share and growth, and our
international  opportunities  with  Alcatel.  All forward-looking statements are
subject  to  certain  risks  and uncertainties that could cause actual events to
differ  materially from those projected. The risks and uncertainties which could
affect  our  financial  condition  or  results  of  operations  include, without
limitation:  our  ability  to  keep  our  customers  satisfied;  availability of
video-on-demand  content; delays or cancellations of customer orders; changes in
product  demand;  economic conditions; various inventory risks due to changes in
market  conditions;  uncertainties  relating to the development and ownership of
intellectual  property; uncertainties relating to our ability and the ability of
other  companies  to enforce their intellectual property rights; the pricing and
availability  of  equipment, materials and inventories; the concentration of our
customers;  failure  to  effectively  manage  growth;  delays  in  testing  and
introductions  of  new  products;  rapid  technology  changes;  system errors or
failures;  reliance  on  a limited number of suppliers and failure of components
provided  by  those  suppliers;  uncertainties  associated  with  international
business  activities,  including foreign regulations, trade controls, taxes, and
currency  fluctuations;  the  highly competitive environment in which we operate
and  predatory  pricing  pressures; failure to effectively service the installed
base;  the  entry  of  new  well-capitalized  competitors  into our markets; the
success of new products in both the VOD and ISD divisions; financing for working
capital  needs;  the availability of Linux software in light of issues raised by
SCO  Group;  capital  spending patterns by a limited customer base; and customer
obligations  that  could  impact  revenue  recognition.

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


                                       25
<PAGE>
     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 are also exposed to fluctuations in interest rates
as  we  seek  debt to sustain our operations.  At December 31, 2004, 100% of our
debt  was  in  fixed-rate  instruments,  as  our  variable rate revolving credit
facility  was unfunded.  We consider the fair value of all financial instruments
not to be materially different from their carrying value at quarter end.

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

ITEM 4.     CONTROLS AND PROCEDURES

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

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

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 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Concurrent's  Annual  Meeting of Stockholders was held on October 20, 2004.
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 (57,640,576 votes
          for,  1,972,529  votes  withheld),  Charles Blackmon (57,677,760 votes
          for,  1,935,345  votes withheld), Michael A. Brunner (56,915,020 votes
          for,  2,698,085  votes  withheld),  C. Shelton James (57,483,412 votes
          for,  2,129,693  votes  withheld),


                                       26
<PAGE>
          Steve  G. Nussrallah (56,495,206 votes for, 3,117,899 votes withheld),
          and  T.  Gary  Trimm (57,612,216 votes for, 2,000,889 votes withheld).

     -    The  selection  by  the  Audit  Committee  of  Deloitte & Touch LLP as
          Concurrent's  independent auditors for the fiscal year ending June 30,
          2005  was  ratified  (59,169,863  votes  for,  221,042  votes against,
          222,200  votes  abstained).

     -    The  approval  of  an amendment to the Concurrent Computer Corporation
          2001  Stock Option Plan to increase the number of shares authorized by
          4,000,000  (20,572,488  votes  for,  6,240,500  votes against, 611,063
          votes  abstained).


ITEM 6.     EXHIBITS
<TABLE>
<CAPTION>
<S>   <C>      <C>
      3.1   -  Restated Certificate of Incorporation of the Registrant (incorporated by reference to the
               Registrant's Registration Statement on Form S-2 (No. 33-62440)).
      3.2   -  Amended and Restated Bylaws of the Registrant (incorporated by reference to the
               Registrant's Quarterly report on Form 10-Q for the quarter ended March 31, 2003).
      3.3   -  Certificate of Correction to Restated Certificate of Incorporation of the Registrant
               (incorporated by reference to the Registrant's Annual Report on Form 10-K for the
               fiscal year ended June 30, 2002).
      3.4   -  Amended Certificate of Designations of Series A Participating Cumulative Preferred
               Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
      3.5   -  Amendment to Amended Certificate of Designations of Series A Participating
               Cumulative Preferred Stock (incorporated by reference to the Form 8-A/A, dated
               August 9, 2002).
      4.1   -  Form of Common Stock Certificate (incorporated by reference to the Registrant's
               Quarterly report on Form 10-Q for the quarter ended March 31, 2003).
      4.2   -  Form of Rights Certificate (incorporated by reference to the Registrant's Current Report
               on Form 8-K/A filed August 12, 2002).
      4.3   -  Amended and Restated Rights Agreement dated as of August 7, 2002 between the
               Registrant and American Stock Transfer & Trust Company, as Rights Agent
               (incorporated by reference to the Registrant's Current Report on Form 8-K/A filed on
               August 12, 2002).
      10.1**-  Loan and Security Agreement.
      10.2**-  Schedule of Officers who have entered into the Form Indemnification Agreement
               (Incorporated by reference to the Registrant's Quarterly report on Form 10-Q for the
               quarter ended September 30, 2003).
      10.3**-  Employment Agreement dated as of February 1, 2005 between the Registrant and Greg Wilson.
      10.4**-  Protective Agreement dated as of February 1, 2005 between the Registrant and Greg Wilson.
      10.5**-  Employment Agreement dated as of February 4, 2005 between the Registrant and John Welch.
      10.6**-  Protective Agreement dated as of February 4, 2005 between the Registrant and John Welch.
      10.7**-  Employment Agreement dated as of February 4, 2005 between the Registrant and Gary Brust.
      10.8**-  Protective Agreement dated as of February 4, 2005 between the Registrant and Gary Brust.
      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.


                                       27
<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: February 4, 2005              CONCURRENT COMPUTER CORPORATION




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



                                       28
<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.
10.1**-  Loan and Security Agreement.
10.2**-  Schedule of Officers who have entered into the Form Indemnification Agreement (Incorporated by
         reference to the Registrant's Quarterly report on Form 10-Q for the quarter ended September 30, 2003).
10.3**-  Employment Agreement dated as of February 1, 2005 between the Registrant and Greg Wilson.
10.4**-  Protective Agreement dated as of February 1, 2005 between the Registrant and Greg Wilson.
10.5**-  Employment Agreement dated as of February 4, 2005 between the Registrant and John Welch.
10.6**-  Protective Agreement dated as of February 4, 2005 between the Registrant and John Welch.
10.7**-  Employment Agreement dated as of February 4, 2005 between the Registrant and Gary Brust.
10.8**-  Protective Agreement dated as of February 4, 2005 between the Registrant and Gary Brust.
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.


                                       29
<PAGE>