UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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


                                    FORM 10-Q

    (Mark One)

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

                  For the Quarterly Period Ended March 31, 2004


                                       or

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

                  For the Transition Period from ____ to  ____


                           Commission File No. 0-13150

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

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

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


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

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


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

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

Number of shares of the Registrant's Common Stock, par value $0.01 per share,
outstanding as of May 3, 2004 was 62,627,107.


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

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

                                                         THREE MONTHS ENDED        NINE MONTHS ENDED
                                                             MARCH 31,                 MARCH 31,
                                                         2004         2003         2004         2003
                                                      -----------  -----------  -----------  -----------
<S>                                                   <C>          <C>          <C>          <C>
Revenues:
  Product
    Real-time systems                                 $    4,964   $    5,027   $   14,955   $   14,998
    VOD systems                                           13,250        7,631       33,965       28,959
                                                      -----------  -----------  -----------  -----------
      Total product revenues                              18,214       12,658       48,920       43,957
  Service
    Real-time systems                                      3,832        4,169       11,996       13,332
    VOD systems                                            1,565          821        4,223        2,634
                                                      -----------  -----------  -----------  -----------
      Total service revenues                               5,397        4,990       16,219       15,966
                                                      -----------  -----------  -----------  -----------
      Total revenues                                      23,611       17,648       65,139       59,923

Cost of sales:
  Product
    Real-time systems                                      1,909        1,926        5,893        5,990
    VOD systems                                            7,734        4,308       16,875       14,485
                                                      -----------  -----------  -----------  -----------
      Total product cost of sales                          9,643        6,234       22,768       20,475
  Service
    Real-time systems                                      2,076        2,725        6,493        7,835
    VOD systems                                              996          754        2,613        2,216
                                                      -----------  -----------  -----------  -----------
      Total service cost of sales                          3,072        3,479        9,106       10,051
                                                      -----------  -----------  -----------  -----------
      Total cost of sales                                 12,715        9,713       31,874       30,526
                                                      -----------  -----------  -----------  -----------

Gross margin                                              10,896        7,935       33,265       29,397

Operating expenses:
  Sales and marketing                                      4,259        4,287       12,768       13,449
  Research and development                                 5,091        4,991       14,464       14,015
  General and administrative                               2,656        2,381        7,000        6,976
                                                      -----------  -----------  -----------  -----------
      Total operating expenses                            12,006       11,659       34,232       34,440
                                                      -----------  -----------  -----------  -----------

Operating loss                                            (1,110)      (3,724)        (967)      (5,043)

Recovery (impairment loss) of minority investment            289      (10,479)       3,047      (13,422)
Interest income - net                                         95          109          233          407
Other expense - net                                          (37)         (94)        (191)         (94)
                                                      -----------  -----------  -----------  -----------

Income (loss) before income taxes                           (763)     (14,188)       2,122      (18,152)

Provision (benefit) for income taxes                        (700)          72          360          153
                                                      -----------  -----------  -----------  -----------

Net income (loss)                                     $      (63)  $  (14,260)  $    1,762   $  (18,305)
                                                      ===========  ===========  ===========  ===========

Net income (loss) per share
      Basic                                           $    (0.00)  $    (0.23)  $     0.03   $    (0.30)
                                                      ===========  ===========  ===========  ===========
      Diluted                                         $    (0.00)  $    (0.23)  $     0.03   $    (0.30)
                                                      ===========  ===========  ===========  ===========
      Weighted average shares outstanding - basic         62,565       61,975       62,318       61,899
                                                      ===========  ===========  ===========  ===========
      Weighted average shares outstanding - diluted       62,565       61,975       63,119       61,899
                                                      ===========  ===========  ===========  ===========

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


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


                                              MARCH 31,    JUNE 30,
                                                2004         2003
                                             -----------  ----------
<S>                                          <C>          <C>
       ASSETS
Current assets:
  Cash and cash equivalents                  $   25,706   $  30,697
  Accounts receivable - net                      21,478      10,371
  Inventories                                     8,342       7,174
  Deferred tax asset                                998         998
  Prepaid expenses and other current assets       1,205         879
                                             -----------  ----------
    Total current assets                         57,729      50,119

Property, plant and equipment - net              11,580      11,862
Purchased developed computer software - net       1,061       1,203
Goodwill                                         10,744      10,744
Investment in minority owned companies              553         553
Deferred tax asset                                1,749       1,749
Other long-term assets - net                      1,701       1,609
                                             -----------  ----------
    Total assets                             $   85,117   $  77,839
                                             ===========  ==========

       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses      $   13,850   $  14,644
  Deferred revenue                                8,294       5,295
                                             -----------  ----------
    Total current liabilities                    22,144      19,939

Long-term liabilities:
  Deferred revenue                                4,116       2,350
  Deferred tax liability                          1,981       2,107
  Pension liability                              11,201       9,617
  Other                                             346         368
                                             -----------  ----------
    Total liabilities                            39,788      34,381

Stockholders' equity:
  Common stock                                      630         623
  Capital in excess of par value                174,468     174,396
  Accumulated deficit                          (121,167)   (122,929)
  Treasury stock                                    (58)        (58)
  Unearned Compensation                            (372)       (576)
  Accumulated other comprehensive loss           (8,172)     (7,998)
                                             -----------  ----------
    Total stockholders' equity                   45,329      43,458
                                             -----------  ----------

Total liabilities and stockholders' equity   $   85,117   $  77,839
                                             ===========  ==========

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


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


                                                            NINE MONTHS ENDED
                                                                MARCH 31,
                                                           2004         2003
                                                        -----------  -----------
OPERATING ACTIVITIES
<S>                                                     <C>          <C>
Net income (loss)                                       $    1,762   $  (18,305)
Adjustments to reconcile net income (loss) to net
  cash provided by (used in) operating activities:
  Accrual of non-cash warrants                              (1,084)         295
  Depreciation and amortization                              3,986        3,535
  Provision for inventory reserves                             686          102
  Provision for bad debts                                     (601)           8
  Non-cash income tax provision                                 99            -
  Impairment loss (recovery) of minority investment         (3,047)      13,422
  Other non cash expenses                                       59           16
  Changes in operating assets and liabilities:
    Accounts receivable                                    (10,506)       8,924
    Inventories                                             (1,854)         (30)
    Prepaid expenses and other current assets                 (326)        (533)
    Other long-term assets                                     (93)        (692)
    Accounts payable and accrued expenses                     (794)      (4,921)
    Deferred revenue                                         4,765        3,888
    Pension liability                                        1,584          648
    Other long-term liabilities                                 47          194
                                                        -----------  -----------
  Total adjustments to net income (loss)                    (7,079)      24,856
                                                        -----------  -----------
Net cash provided by (used in) operating activities         (5,317)       6,551
INVESTING ACTIVITIES
  Net additions to property, plant and equipment            (3,458)      (4,471)
  Recovery of minority investment                            3,047            -
  Note receivable from minority owned company                    -       (3,000)
  Other                                                          -          (29)
                                                        -----------  -----------
Net cash used in investing activities                         (411)      (7,500)
FINANCING ACTIVITIES
  Net repayment of capital lease obligation                    (69)         (63)
  Proceeds from sale and issuance of common stock            1,182          546
                                                        -----------  -----------
Net cash provided by financing activities                    1,113          483
Effect of exchange rates on cash and cash equivalents         (376)         174
                                                        -----------  -----------
Decrease in cash and cash equivalents                       (4,991)        (292)
Cash and cash equivalents at beginning of period            30,697       30,519
                                                        -----------  -----------
Cash and cash equivalents at end of period              $   25,706   $   30,227
                                                        ===========  ===========
Cash paid during the period for:
  Interest                                              $        7   $       13
                                                        ===========  ===========
  Income taxes (net of refunds)                         $      408   $      290
                                                        ===========  ===========

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


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




1.   OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION

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

     Concurrent's  VOD  division provides VOD systems consisting of hardware and
software  as  well  as  integration  services,  primarily  to  cable  television
companies  that  have  upgraded  their  networks to support interactive, digital
services.  Concurrent's  ISD  division  provides  high-performance,  real-time
computer  systems to commercial and government customers for use in applications
such  as  simulation  and  data  acquisition.

     The  condensed, consolidated interim financial statements of Concurrent are
unaudited  and  reflect  all  adjustments  (consisting  of only normal recurring
adjustments)  necessary for a fair statement of Concurrent's financial position,
results of operations and cash flows at the dates and for the periods indicated.
These  financial statements should be read in conjunction with the Annual Report
on  Form  10-K for the year ended June 30, 2003.  There have been no significant
changes to Concurrent's Accounting Policies as disclosed in the Annual Report on
Form 10-K for the year ended June 30, 2003.  Certain reclassifications have been
made  to  prior  year  amounts to conform to the current year presentation.  The
results reported in these condensed, consolidated quarterly financial statements
should not be regarded as necessarily indicative of results that may be expected
for  the  entire  year.


2.   BASIC  AND  DILUTED  NET  INCOME  PER  SHARE

     Basic net income (loss) per share is computed by dividing net income (loss)
by  the weighted average number of common shares outstanding during each period.
Diluted net income (loss) per share is computed by dividing net income (loss) by
the  weighted  average  number  of  shares  including  dilutive  common  share
equivalents.  Under  the  treasury stock method, incremental shares representing
the  number  of additional common shares that would have been outstanding if the
dilutive  potential  common  shares  had  been  issued  are  included  in  the
computation.  Common  share equivalents of 5,863,000 and 5,996,000 for the three
month  periods  ended  March 31, 2004 and 2003, respectively, were excluded from
the  calculation  as their effect was antidilutive.  Common share equivalents of
5,284,000  and  6,107,000  for  the  nine month periods ended March 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:


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

                                                THREE MONTHS ENDED              NINE MONTHS ENDED
                                                  MARCH 31, 2004                 MARCH 31, 2004
                                          -----------------------------  -----------------------------
                                               BASIC          DILUTED         BASIC          DILUTED
                                          ----------------  -----------  ----------------  -----------

<S>                                       <C>               <C>          <C>               <C>
Average outstanding shares                         62,565       62,565            62,318       62,318
Dilutive effect of options and warrants                 -            -                 -          801
                                          ----------------  -----------  ----------------  -----------
Equivalent shares                                  62,565       62,565            62,318       63,119
                                          ================  ===========  ================  ===========

Net income (loss)                         $           (63)  $      (63)  $         1,762   $    1,762
                                          ================  ===========  ================  ===========
Net income (loss) per share               $         (0.00)  $    (0.00)  $          0.03   $     0.03
                                          ================  ===========  ================  ===========

                                                THREE MONTHS ENDED              NINE MONTHS ENDED
                                                  MARCH 31, 2003                 MARCH 31, 2003
                                          -----------------------------  -----------------------------
                                               BASIC          DILUTED         BASIC          DILUTED
                                          ----------------  -----------  ----------------  -----------

Average outstanding shares                         61,975       61,975            61,899       61,899
Dilutive effect of options and warrants                 -            -                 -            -
                                          ----------------  -----------  ----------------  -----------
Equivalent shares                                  61,975       61,975            61,899       61,899
                                          ================  ===========  ================  ===========

Net loss                                  $       (14,260)  $  (14,260)  $       (18,305)  $  (18,305)
                                          ================  ===========  ================  ===========
Net loss per share                        $         (0.23)  $    (0.23)  $         (0.30)  $    (0.30)
                                          ================  ===========  ================  ===========
</TABLE>


3.   STOCK-BASED COMPENSATION

     At  March  31, 2004, Concurrent had stock-based employee compensation plans
which  are  described  in Note 15 in our annual report on Form 10-K for the year
ended June 30, 2003.  The Company accounts for these plans under the recognition
and  measurement  principles  of  Accounting  Principles  Board  Opinion No. 25,
"Accounting  for  Stock  Issued to Employees," and related interpretations.  For
the  three  and  nine months ended March 31, 2004, Concurrent recognized $19,000
and  $85,000,  respectively,  of  stock compensation expense for the issuance of
restricted  stock  awards.  There  is no other stock-based employee compensation
expense  reflected  in  net  income (loss) for the three and nine months periods
ended March 31, 2004.  For the three and nine months ended March 31, 2003, there
was no stock-based employee compensation expense reflected in net income (loss).

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


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

                                                   THREE MONTHS ENDED          NINE MONTHS ENDED
                                                        MARCH 31,                 MARCH 31,
                                                    2004         2003         2004         2003
                                                 -----------  -----------  -----------  -----------
<S>                                              <C>          <C>          <C>          <C>
Net income (loss) as reported                    $      (63)  $  (14,260)  $    1,762   $  (18,305)

  Deduct: Total stock-based employee
    compensation expense determined under
    the fair value method, net of related taxes      (1,093)      (1,480)      (3,157)      (5,017)
                                                 -----------  -----------  -----------  -----------

  Pro forma net loss                             $   (1,156)  $  (15,740)  $   (1,395)  $  (23,322)
                                                 ===========  ===========  ===========  ===========

Net income (loss) per share:

  Basic-as reported                              $    (0.00)  $    (0.23)  $     0.03   $    (0.30)
                                                 ===========  ===========  ===========  ===========

  Basic-pro forma                                $    (0.02)  $    (0.25)  $    (0.02)  $    (0.38)
                                                 ===========  ===========  ===========  ===========

  Diluted-as reported                            $    (0.00)  $    (0.23)  $     0.03   $    (0.30)
                                                 ===========  ===========  ===========  ===========

  Diluted-pro forma                              $    (0.02)  $    (0.25)  $    (0.02)  $    (0.38)
                                                 ===========  ===========  ===========  ===========
</TABLE>


4.   REVENUE RECOGNITION AND RELATED MATTERS

     VOD  and  real-time system revenues are recognized based on the guidance in
American  Institute  of Certified Public Accountants Statement of Position 97-2,
"Software  Revenue  Recognition"  ("SOP 97-2") and related amendments, SOP 98-4,
"Deferral  of  the  Effective  Date of a Provision of SOP 97-2, Software Revenue
Recognition"  and  SOP  98-9,  "Modification  of  SOP  97-2,  Software  Revenue
Recognition,  With  Respect  to  Certain  Transactions."  Concurrent  recognizes
revenue  from  VOD  and  real-time  systems  when  persuasive  evidence  of  an
arrangement  exists,  the  system  has  been  shipped,  the  fee  is  fixed  or
determinable  and collectibility of the fee is probable.  Under multiple element
arrangements,  Concurrent  allocates  revenue  to  the various elements based on
vendor-specific objective evidence ("VSOE") of fair value.  Concurrent's VSOE of
fair  value  is  determined  based on the price charged when the same element is
sold separately.  If evidence of fair value does not exist for all elements in a
multiple  arrangement,  Concurrent recognizes revenue using the residual method.
Under  the  residual  method,  the  fair  value  of  the undelivered elements is
deferred  and the remaining portion of the arrangement is recognized as revenue.


                                        6
<PAGE>
5.   INVENTORIES

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

<TABLE>
<CAPTION>
                    (DOLLARS IN THOUSANDS)

                    MARCH 31,   JUNE 30,
                       2004       2003
                    ----------  ---------
<S>                 <C>         <C>
Raw materials, net  $    7,030  $   5,933
Work-in-process            832      1,024
Finished goods             480        217
                    ----------  ---------
                    $    8,342  $   7,174
                    ==========  =========
</TABLE>


6.   INVESTMENTS IN AND RECEIVABLE FROM MINORITY OWNED COMPANIES

     In  March  2002,  Concurrent purchased a 14.4% equity ownership interest in
Thirdspace  Living  Limited ("Thirdspace").  Thirdspace is a closely held United
Kingdom  global  software  services  corporation  that  offered  interactive and
on-demand  television  solutions  for  digital subscriber line ("DSL") and other
broadband  networks.  Concurrent  invested cash of $4 million and issued 291,461
shares  of  its  common  stock  (valued  at  $10.29  per  share) in exchange for
1,220,601  series  C  shares  of Thirdspace, giving Concurrent a 14.4% ownership
interest  in  all shares outstanding as of the investment date.  As part of this
transaction,  Concurrent  capitalized  approximately  $300,000  in  various
transaction costs and as a result, the total equity investment in Thirdspace was
$7.3  million.  This  investment  was  accounted  for  under  the cost method of
accounting.

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

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

     In  the  first  three  quarters of fiscal 2004, Concurrent received, in the
aggregate,  $3.0  million in proceeds as a result of the sale of the majority of
Thirdspace's  remaining  assets.  The  proceeds  received from the sale of these
assets  are  recorded  in  the line item "Recovery (impairment loss) of minority
investment"  in the Condensed Consolidated Statements of Operations.  Subsequent
to  March 31, 2004, Concurrent received an additional $56,000, which is expected
to  be  the  final proceeds related to the liquidation of Thirdspace's remaining
assets.  The  income  related  to  these  proceeds will be recognized during the
fourth  quarter  of  fiscal 2004 in the line item "Recovery (impairment loss) of
minority  investment"  of  the  Condensed Consolidated Statements of Operations.
Concurrent  does  not  anticipate  any  further  cash  proceeds  related  to the
liquidation  of Thirdspace's remaining assets, and expects this to be one of the
final  assets  to  be  distributed  as  part  of  this  liquidation.


                                        7
<PAGE>
     In April 2002, Concurrent invested cash of $500,000 in Everstream Holdings,
Inc.  ("Everstream") in exchange for 480,770 shares of Series C Preferred stock,
giving  Concurrent  a  4.9%  ownership interest.  Everstream is a privately held
company  specializing  in  broadband  advertising  systems,  operations and data
warehousing software and related integration services.  Concurrent is accounting
for  its investment in the Series C Preferred stock of Everstream using the cost
method because Concurrent does not believe it exercises significant influence on
Everstream.  This  investment  is  reviewed  quarterly for impairment, and as of
March  31,  2004,  there  has  been  no  evidence of permanent impairment of the
Everstream  investment.

     In  the  ordinary  course  of  business,  Concurrent  purchases  consulting
services  from  Everstream.  During  the  three  and nine months ended March 31,
2004, Concurrent purchased $22,000 and $35,000 of contract development services,
respectively, from Everstream.  During the three and nine months ended March 31,
2003,  Concurrent  purchased  $225,000  and  $863,000  of  contract  software
development  services,  respectively,  from  Everstream.

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


7.   RESTRUCTURING  ACTIVITIES

     During  the  fourth  quarter  of  fiscal  2003,  Concurrent  implemented  a
restructuring plan to realign resources to focus on more strategic and immediate
growth  opportunities  and  to  align  the Company's cost structure with revenue
projections.  As  part  of  the  restructuring  plan,  Concurrent  terminated
approximately  7%  of  its  global workforce and reduced office space in certain
international locations.  The restructuring plan was accounted for in accordance
with  SFAS  No.  146,  "Accounting  for  Costs  Associated with Exit or Disposal
Activities."  The  activities related to this restructuring plan as of March 31,
2004  are  as  follows:


<TABLE>
<CAPTION>
                                              (DOLLARS IN THOUSANDS)

                                                         LEASE
                                         WORKFORCE   TERMINATIONS
                                         REDUCTION     AND OTHER    TOTAL
                                         ----------  -------------  ------

<S>                                      <C>         <C>            <C>
Restructuring accrual at June 30, 2003   $      866  $         223  $1,089
Cash payments                                   712            170     882
                                         ----------  -------------  ------
Restructuring accrual at March 31, 2004  $      154  $          53  $  207
                                         ==========  =============  ======
</TABLE>


                                        8
<PAGE>
<TABLE>
<CAPTION>
8.   ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

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

                               (DOLLARS IN THOUSANDS)

                                MARCH 31,   JUNE 30,
                                  2004        2003
                               ----------  ----------
<S>                            <C>         <C>
Accounts payable, trade        $    6,520  $    4,138
Accrued payroll, vacation and
  other employee expenses           3,929       4,760
Warranty accrual                      665       2,131
Restructuring reserve                 207       1,089
Other accrued expenses              2,529       2,526
                               ----------  ----------
                               $   13,850  $   14,644
                               ==========  ==========
</TABLE>

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

<TABLE>
<CAPTION>
<S>                            <C>
Balance at June 30, 2003       $ 2,131
Charged to costs and expenses       93
Deductions                      (1,559)
                               --------
Balance at March 31, 2004      $   665
                               ========
</TABLE>


9.   COMPREHENSIVE INCOME

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

<TABLE>
<CAPTION>
                                                           (DOLLARS IN THOUSANDS)

                                                THREE MONTHS ENDED         NINE MONTHS ENDED
                                                     MARCH 31,                 MARCH 31,
                                                 2004         2003         2004         2003
                                              -----------  -----------  -----------  -----------

<S>                                           <C>          <C>          <C>          <C>
Net income (loss)                             $      (63)  $  (14,260)  $    1,762   $  (18,305)
Other comprehensive income (loss):
  Foreign currency translation income (loss)        (188)         327         (174)         271
                                              -----------  -----------  -----------  -----------
Total comprehensive income (loss)             $     (251)  $  (13,933)  $    1,588   $  (18,034)
                                              ===========  ===========  ===========  ===========
</TABLE>

10.  SEGMENT INFORMATION

     Concurrent  operates  its  business  in  two  segments:  ISD  and  VOD.
Concurrent's  ISD  division is a leading provider of high-performance, real-time
computer  systems,  solutions and software for commercial and government markets
focusing  on  strategic  market  areas  that  include  hardware-in-the-loop  and
man-in-the-loop  simulation,  data acquisition, industrial systems, and software
and  embedded  applications.  Concurrent's VOD division is a leading supplier of
interactive  digital  video  streaming  systems primarily to the broadband cable
television  market.  Shared  expenses  are  primarily  allocated based on either
revenues  or headcount.  Corporate costs include costs related to the offices of
the  Chief Executive Officer, Chief Financial Officer, General Counsel, Investor
Relations, Human Resources and other administrative costs including annual audit
and  tax  fees,  legal  fees,  Board  of  Directors  fees  and  similar  costs.


                                        9
<PAGE>
The  following  summarizes  the operating income (loss) by segment for the three
month  periods  ended  March  31,  2004  and  March  31,  2003,  respectively:


<TABLE>
<CAPTION>
                                                   (DOLLARS IN THOUSANDS)

                                       THREE MONTHS ENDED MARCH 31, 2004(UNAUDITED)
                               ---------------------------------------------------------
                                   ISD           VOD         CORPORATE        TOTAL
                               -----------  -------------  -------------  --------------

<S>                            <C>          <C>            <C>            <C>
Revenues:
  Product                      $     4,964  $     13,250   $          -   $      18,214
  Service                            3,832         1,565              -           5,397
                               -----------  -------------  -------------  --------------
    Total                            8,796        14,815              -          23,611

Cost of sales:
  Product                            1,909         7,734              -           9,643
  Service                            2,076           996              -           3,072
                               -----------  -------------  -------------  --------------
   Total                             3,985         8,730              -          12,715
                               -----------  -------------  -------------  --------------

Gross margin                         4,811         6,085              -          10,896

Operating expenses:
  Sales and marketing                1,976         2,170            113           4,259
  Research and development           1,478         3,613              -           5,091
  General and administrative           263           474          1,919           2,656
                               -----------  -------------  -------------  --------------
    Total operating expenses         3,717         6,257          2,032          12,006
                               -----------  -------------  -------------  --------------

Operating income (loss)        $     1,094  $       (172)  $     (2,032)  $      (1,110)
                               ===========  =============  =============  ==============


                                       THREE MONTHS ENDED MARCH 31, 2003(UNAUDITED)
                               ---------------------------------------------------------
                                   ISD           VOD         CORPORATE        TOTAL
                               -----------  -------------  -------------  --------------
Revenues:
  Product                      $     5,027  $      7,631   $          -   $      12,658
  Service                            4,169           821              -           4,990
                               -----------  -------------  -------------  --------------
    Total                            9,196         8,452              -          17,648

Cost of sales:
Product                              1,926         4,308              -           6,234
Service                              2,725           754              -           3,479
                               -----------  -------------  -------------  --------------
   Total                             4,651         5,062              -           9,713
                               -----------  -------------  -------------  --------------

Gross margin                         4,545         3,390              -           7,935

Operating expenses:
  Sales and marketing                1,811         2,315            161           4,287
  Research and development           1,371         3,620              -           4,991
  General and administrative           441           494          1,446           2,381
                               -----------  -------------  -------------  --------------
    Total operating expenses         3,623         6,429          1,607          11,659
                               -----------  -------------  -------------  --------------

Operating income (loss)        $       922  $     (3,039)  $     (1,607)  $      (3,724)
                               ===========  =============  =============  ==============
</TABLE>


                                       10
<PAGE>
The  following  summarizes  the  operating income (loss) by segment for the nine
month  periods  ended  March  31,  2004  and  March  31,  2003,  respectively:

<TABLE>
<CAPTION>
                                              (DOLLARS IN THOUSANDS)

                                     NINE MONTHS ENDED MARCH 31, 2004 (UNAUDITED)
                               ------------------------------------------------------
                                   ISD           VOD        CORPORATE       TOTAL
                               ------------  ------------  ------------  ------------

<S>                            <C>           <C>           <C>           <C>
Revenues:
  Product                      $     14,955  $    33,965   $         -   $    48,920
  Service                            11,996        4,223             -        16,219
                               ------------  ------------  ------------  ------------
    Total                            26,951       38,188             -        65,139

Cost of sales:
  Product                             5,893       16,875             -        22,768
  Service                             6,493        2,613             -         9,106
                               ------------  ------------  ------------  ------------
    Total                            12,386       19,488             -        31,874
                               ------------  ------------  ------------  ------------

Gross margin                         14,565       18,700             -        33,265

Operating expenses:
  Sales and marketing                 5,783        6,646           339        12,768
  Research and development            4,351       10,113             -        14,464
  General and administrative          1,047          855         5,098         7,000
                               ------------  ------------  ------------  ------------
    Total operating expenses         11,181       17,614         5,437        34,232
                               ------------  ------------  ------------  ------------

Operating income (loss)        $      3,384  $     1,086   $    (5,437)  $      (967)
                               ============  ============  ============  ============


                                     NINE MONTHS ENDED MARCH 31, 2003 (UNAUDITED)
                               ------------------------------------------------------
                                   ISD           VOD        CORPORATE       TOTAL
                               ------------  ------------  ------------  ------------
Revenues:
  Product                      $     14,998  $    28,959   $         -   $    43,957
  Service                            13,332        2,634             -        15,966
                               ------------  ------------  ------------  ------------
    Total                            28,330       31,593             -        59,923

Cost of sales:
  Product                             5,990       14,485             -        20,475
  Service                             7,835        2,216             -        10,051
                               ------------  ------------  ------------  ------------
    Total                            13,825       16,701             -        30,526
                               ------------  ------------  ------------  ------------

Gross margin                         14,505       14,892             -        29,397

Operating expenses:
  Sales and marketing                 5,579        7,401           469        13,449
  Research and development            4,048        9,967             -        14,015
  General and administrative          1,276        1,559         4,141         6,976
                               ------------  ------------  ------------  ------------
    Total operating expenses         10,903       18,927         4,610        34,440
                               ------------  ------------  ------------  ------------

Operating income (loss)        $      3,602  $    (4,035)  $    (4,610)  $    (5,043)
                               ============  ============  ============  ============
</TABLE>


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

Comcast  Cable  Communications,  Inc.  Warrants

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

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

     Concurrent  was  also generally obligated to issue new warrants to purchase
shares  of  its Common Stock to Comcast at the end of each quarter through March
31,  2004,  based  upon  specified  performance goals which were measured by the
number  of  Comcast  basic cable subscribers that had the ability to utilize the
VOD  service.  The  incremental number of subscribers that have access to VOD at
each  quarter end as compared to the prior quarter end multiplied by a specified
percentage  is  the  number  of  additional warrants that were earned during the
quarter.  Through  March  31,  2004,  these  warrants  are  referred  to  as the
"Performance  Warrants".  Through  March  31, 2004, Concurrent issued to Comcast
various  performance  warrants  totaling  105,398  shares.  These  performance
warrants  are exercisable over a four year term and have exercise prices between
$2.62  and  $15.02.  All of these warrants are outstanding as of March 31, 2004.

     Concurrent  may  also  issue  additional warrants to purchase shares of its
Common  Stock,  if  as of March 31, 2004 the total number of Comcast basic cable
subscribers  with  the  ability  to  utilize  the VOD services exceeds specified
threshold  levels.  These  warrants  are  referred  to  as the "Cliff Warrants."

     Concurrent  is  recognizing  the  value of the Performance Warrants and the
Cliff  Warrants  over  the term of the agreement as Comcast purchases additional
VOD  equipment from Concurrent and makes the service available to its customers.
The value of the warrants is determined using the Black-Scholes valuation model.
The  weighted-average assumptions used for the quarters ended March 31, 2004 and
2003,  respectively,  were:  expected  dividend  yield  of  0% for both periods;
risk-free  interest  rate  of 2.46% and 2.36%; expected life of 4 years for both
periods;  and  an  expected volatility of 111% and 120%.  Concurrent will adjust
the  value  of  the  earned but unissued warrants on a quarterly basis using the
Black-Scholes valuation model until the warrants are actually issued.  The value
of  the new warrants earned and any adjustments in value for warrants previously
earned will be determined using the Black-Scholes valuation model and recognized
as  part  of  revenue  on  a  quarterly  basis.

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

     For  the  three months ended March 31, 2004, Concurrent recognized $194,000
as  an  increase in revenue for the Performance Warrants and Cliff Warrants that
have  been  earned but unissued due primarily to a decrease in the Black-Scholes
value  of  the  warrants earned but unissued as of March 31, 2004.  For the nine
months  ended  March  31, 2004, Concurrent recognized $237,000 as a reduction in
revenue  for  the  Performance Warrants and Cliff Warrants that have been earned
but  unissued as of March 31, 2004.    For the three and nine months ended March
31,  2003,  Concurrent  recognized  $21,000  and  $19,000,  respectively,  as  a
reduction  in  revenue for the Performance Warrants and Cliff Warrants that have
been earned but unissued.  The decreases in revenue during the nine months ended
March  31,  2004 and 2003 are due to the increase in the number of Comcast basic
cable  subscribers  that  have  the  ability  to  utilize  VOD  services.


                                       12
<PAGE>
Scientific Atlanta, Inc. Warrants

     In  accordance  with  a  five  year  definitive  agreement  with Scientific
Atlanta,  Inc.  ("SAI")  executed  in August of 1998, Concurrent agreed to issue
warrants  to  SAI upon achievement of pre-determined revenue targets.  The value
of  these  warrants  could not exceed 5% of applicable revenue and the number of
shares  of  Concurrent common stock related to the warrants was determined using
the  Black-Scholes valuation model and could not exceed 888,888 shares for every
$30 million of revenue from the sale of VOD servers using the SAI platform.  The
Black-Scholes value of these warrants could not impact gross margin by more than
$1.5 million per $30 million of applicable revenue.  Concurrent accrued for this
cost  as  a  part  of  cost  of  sales  at the time of recognition of applicable
revenue.  Concurrent  issued warrants to purchase 261,164 of its common stock to
SAI  upon reaching the first $30 million threshold on April 1, 2002, exercisable
at $7.106 per share over a four-year term, all of which are still outstanding as
of  March  31,  2004.

     The five year definitive agreement with SAI expired on August 17, 2003, and
at  that  time  Concurrent  had  not reached the second $30 million threshold of
revenue  using  the  SAI platform.  As a result, Concurrent was not obligated to
issue  a warrant under the agreement regarding the second $30 million threshold,
and accordingly, reversed $1.3 million of expense in the first quarter of fiscal
2004, which had been previously accrued in anticipation of reaching the next $30
million  threshold.  This  reversal  was  recorded in VOD product cost of sales.
For the three and nine month periods ended March 31, 2003, Concurrent recognized
$82,000 and $275,000, respectively, as part of VOD product cost of sales for the
SAI  warrants  that  had  been  earned  but  unissued.

12.  RECENT  ACCOUNTING  PRONOUNCEMENTS

     In  December  2003,  the  FASB issued FIN 46(R), "Consolidation of Variable
Interest  Entities"  FIN  46(R)  replaced  FIN  46,  "Consolidation  of Variable
Interest  Entities"  (issued in January 2003), and expands and clarifies FIN 46,
as  well  as  updates  the  effective  date  and  transition  guidance.   This
interpretation clarifies the application of Accounting Research Bulletin No. 51,
"Consolidated  Financial  Statements," in determining whether a reporting entity
should  consolidate  certain  legal  entities,  including  partnerships, limited
liability  companies,  or trusts, among others, collectively defined as variable
interest  entities.   This  interpretation applies to variable interest entities
created  or obtained after January 31, 2003, and as of July 1, 2003, to variable
interest  entities  in  which  an  enterprise  holds a variable interest that it
acquired  before  February  1,  2003.   The  FASB subsequently issued FASB Staff
Position  FIN  46-6, which defers the effective date for applying the provisions
of  FIN  46 to financial statements for (1) interests held by public entities in
variable  interest  entities  or  potential  variable  interest entities created
before February 1, 2003 and (2) non-registered investment companies.  Concurrent
does  not  have  any  variable interest entities; therefore, management believes
this  statement  will  not  have  a material impact on Concurrent's consolidated
financial  statements.

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


                                       13
<PAGE>
     The  following  summarizes  the components of net periodic pension cost for
the  three month and nine month periods ended March 31, 2004 and March 31, 2003,
respectively:


<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED         NINE MONTHS ENDED
                                                                 MARCH 31,                 MARCH 31,
           (DOLLARS IN THOUSANDS)                            2004         2003         2004         2003
                                                          -----------  -----------  -----------  -----------

<S>                                                       <C>          <C>          <C>          <C>
Service cost                                              $       99   $       76   $      280   $      227
Interest cost                                                    312          259          881          777
Expected return on plan assets                                  (215)        (184)        (608)        (553)
Amortization of unrecognized net transition obligation           (19)         (17)         (54)         (51)
Amortization of unrecognized prior service benefit                 7            6           19           18
Recognized actuarial loss                                        108           47          304          141
                                                          -----------  -----------  -----------  -----------
     Net periodic benefit cost                            $      292   $      187   $      822   $      559
                                                          ===========  ===========  ===========  ===========
</TABLE>

13.  CONTINGENCIES

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


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

SELECTED  OPERATING  DATA  AS  A  PERCENTAGE  OF  TOTAL  REVENUE

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

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED      NINE MONTHS ENDED
                                                           MARCH 31,               MARCH 31,
                                                       2004        2003        2004        2003
                                                    -----------  ---------  -----------  ---------
                                                          (Unaudited)              (Unaudited)
<S>                                                 <C>          <C>        <C>          <C>
Revenues:
Product sales (% of total sales):
    Real-time systems                                     21.0%      28.5%        23.0%      25.0%
    VOD systems                                           56.1       43.2         52.1       48.3
                                                    -----------  ---------  -----------  ---------
      Total product revenues                              77.1       71.7         75.1       73.4
  Service:
    Real-time systems                                     16.2       23.6         18.4       22.2
    VOD systems                                            6.7        4.7          6.5        4.4
                                                    -----------  ---------  -----------  ---------
      Total service revenues                              22.9       28.3         24.9       26.6
                                                    -----------  ---------  -----------  ---------

      Total revenues                                     100.0      100.0        100.0      100.0

Cost of sales (% of respective sales category):
  Product:
    Real-time systems                                     38.5       38.3         39.4       39.9
    VOD systems                                           58.4       56.5         49.7       50.0
                                                    -----------  ---------  -----------  ---------
      Total product cost of sales                         52.9       49.2         46.5       46.6
  Service:
    Real-time systems                                     54.2       65.4         54.1       58.8
    VOD systems                                           63.6       91.8         61.9       84.1
                                                    -----------  ---------  -----------  ---------
      Total service cost of sales                         56.9       69.7         56.1       63.0
                                                    -----------  ---------  -----------  ---------
      Total cost of sales                                 53.9       55.0         48.9       50.9
                                                    -----------  ---------  -----------  ---------

Gross margin                                              46.1       45.0         51.1       49.1

Operating expenses:
  Sales and marketing                                     18.0       24.3         19.6       22.4
  Research and development                                21.6       28.3         22.3       23.4
  General and administrative                              11.2       13.5         10.7       11.6
                                                    -----------  ---------  -----------  ---------
      Total operating expenses                            50.8       66.1         52.6       57.5
                                                    -----------  ---------  -----------  ---------

Operating loss                                            (4.7)     (21.1)        (1.5)      (8.4)

Recovery (impairment loss) of minority investment          1.3      (59.4)         4.7      (22.4)
Interest income - net                                      0.4        0.6          0.4        0.7
Other income (expense) - net                              (0.2)      (0.5)        (0.3)      (0.2)
                                                    -----------  ---------  -----------  ---------

Income (loss) before income taxes                         (3.2)     (80.4)         3.3      (30.3)

Provision (benefit) for income taxes                      (2.9)       0.4          0.6        0.3
                                                    -----------  ---------  -----------  ---------

Net income (loss)                                        (0.3)%    (80.8)%         2.7%    (30.5)%
                                                    ===========  =========  ===========  =========
</TABLE>


                                       15
<PAGE>
                              RESULTS OF OPERATIONS

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

     Product  Sales. Total product sales were $18.2 million for the three months
ended  March 31, 2004, an increase of $5.5 million, or 43.9%, from $12.7 million
for  the  same  period of the prior year. The increase in product sales resulted
primarily  from  the increase in VOD product sales of $5.6 million, or 73.6%, to
$13.2  million  in the three month period ended March 31, 2004 from $7.6 million
for the same period of the prior year. The increase in VOD product sales for the
three months ended March 31, 2004 was due to an increase in volume of VOD server
sales due to both new VOD deployments and add-on stream and storage sales to the
existing customer base, as compared to the prior year period. Fluctuation in VOD
revenue  is also often due to the fact that Concurrent has a small base of large
customers  making  periodic  large  purchases  that  account  for  a significant
percentage  of  quarterly  revenue.  The  increase in volume of servers sold was
partially  offset by a change in product mix and an overall reduction of product
price.  Sales of real-time products were unchanged at $5.0 million for the three
month  periods  ended  March  31,  2004  and  2003.

     Service  Revenue.  Service revenue increased $0.4 million, or 8.2%, to $5.4
million  for  the three month period ended March 31, 2004, from $5.0 million for
the  same period of the prior year.  VOD service revenue increased $0.8 million,
or  90.6%,  to  $1.6 million in the three month period ended March 31, 2004 from
$0.8  million  for  the  same  period  of  the  prior  year, as the VOD division
continues  to recognize deferred maintenance revenue and expand its VOD customer
base  requiring  additional  installation,  training,  technical  support,  and
software and hardware maintenance services.  The increase in VOD service revenue
was  partially  offset by a $0.4 million, or 8.1%, decrease in real-time service
revenue  to  $3.8  million  for the three month period ended March 31, 2004 from
$4.2  million  for the same period of the prior year.  Real-time service revenue
continues  to decline primarily due to the cancellation of maintenance contracts
as  machines  were  removed  from  service and from customers purchasing our new
products  that  produce  significantly  less  service  revenue.

     Product  Gross  Margin.  Product  gross  margin  increased $2.2 million, or
33.4%,  to  $8.6  million  for  the  three months ended March 31, 2004 from $6.4
million  for  the  same period of the prior year.  The product gross margin as a
percentage  of  product sales decreased to 47.1% in the three month period ended
March  31,  2004 from 50.8% in the three month period ended March 31, 2003.  VOD
product  gross  margin  decreased  to  41.6% of VOD product revenue in the three
month  period ended March 31, 2004 from 43.5% of VOD product revenue in the same
period  of  the  prior  year  due  to  less than optimal product configurations,
continued  declines  in  average  price  per  video  stream,  and  product  mix.
Real-time  product  gross  margin remained at $3.1 million for each of the three
month  periods  ended  March  31,  2004  and  2003,  respectively, and decreased
slightly  as  a  percentage  of real-time product revenue to 61.5 % in the three
month  period  ended  March 31, 2004 from 61.7% for the same period of the prior
year.

     Service  Gross  Margin.  The  gross  margin on service sales increased $0.8
million,  or  53.9%,  to $2.3 million, or 43.1% of service revenue for the three
month period ended March 31, 2004 from $1.5 million, or 30.3% of service revenue
for the same period of the prior year due to stronger VOD service margins.   VOD
service  margins  increased  to 36.4% of VOD service revenue compared to 8.2% in
the  prior  year  period as the VOD division continues to build its VOD customer
base  and  the  fixed  costs associated with our customer support activities are
being spread over a larger revenue base.  Although our VOD service gross margins
in  the  future  will change quarter to quarter on a percentage basis, we do not
anticipate  the  percentage  to  fluctuate at the magnitude of the change in the
quarter ended March 31, 2004.  Real-time service gross margin increased to 45.8%
of  real-time  service  revenue  for the three month period ended March 31, 2004
from  34.6%  for  the same period of the prior year.  This increase is primarily
due  to $0.1 million in severance paid in the prior year quarter and a reduction
in  service  personnel  both during and following the prior year quarter, as the
ISD  division  scaled  down  the  infrastructure  that  is  necessary to fulfill
declining  contractual  obligations.

     Sales  and  Marketing.  Sales  and  marketing  expenses  decreased  as  a
percentage  of  sales  to  18.0%  for the three months ended March 31, 2004 from
24.3%  for  the  same period of the prior year. These expenses


                                       16
<PAGE>
were  $4.3  million  during each of the three month periods ended March 31, 2004
and  2003.  The  ISD  division's  third  quarter  sales  and  marketing expenses
increased  $0.2  million compared to the same period in the prior year primarily
due  to  an  increase in bonus and commissions to international sales personnel.
The VOD division's sales and marketing expenses decreased $0.2 million primarily
due  to  a  $0.1  million  reduction  of  salaries  and wages resulting from the
elimination  of  certain  personnel  costs  both  during  and  following  the
restructuring  in  the  fourth  quarter  of  fiscal  2003.  In addition, the VOD
division  reduced trade show and other advertising costs during the three months
ended  March  31,  2004 by $0.1 million compared to the same period of the prior
year.

     Research and Development.  Research and development expenses decreased as a
percentage  of  sales  to  21.6%  for the three months ended March 31, 2004 from
28.3%  for  the  same  period  of  the prior year. These expenses increased $0.1
million,  or 2.0%, to $5.1 million during the three month period ended March 31,
2004  from  $5.0 million during the same period of the prior year.  The increase
in  research  and  development  expense  is  due  to  a $0.2 million increase in
salaries  and  related  costs as the VOD and ISD divisions added new development
staff  since  the  same  period of the prior year and a $0.1 million increase in
depreciation  expense related to development and test equipment purchased by the
VOD division.  These increasing expenses were partially offset by a $0.2 million
decrease  in  the  VOD  division's  external software development and consulting
expenses,  as  compared  to  the  same  period  of  the  prior  year.

     General  and Administrative.  General and administrative expenses decreased
as a percentage of sales to 11.2% for the three months ended March 31, 2004 from
13.5%  for  the  same  period  of the prior year.  These expenses increased $0.3
million,  or 11.5%, to $2.7 million during the three months ended March 31, 2004
compared  to $2.4 million in same period of the prior year due to a $0.4 million
increase  in  legal fees incurred as part of the successful defense of a lawsuit
brought  by  SeaChange  International  alleging  defamation.  This  expense  was
partially offset by $0.1 million decrease in incentive compensation in the three
months  ended  March  31, 2004 as compared to the same period of the prior year.

     Recovery (Impairment Loss) of Minority Investment.  In the second and third
quarters  of  fiscal  2003,  in  the aggregate, a net impairment charge of $13.0
million  was recorded due to an other-than-temporary decline in the market value
of the equity investment in Thirdspace, which included a $6.1 million charge for
the write off of two $3.0 million notes receivable and related accrued interest.
At  the end of fiscal 2003, Thirdspace was sold to a third party and placed into
liquidation.  During  the  quarter  ended  March 31, 2004 Concurrent received an
additional $0.3 million in cash from continued monetization of Thirdspace assets
and  settlement  of  its  liabilities.  Subsequent to March 31, 2004, Concurrent
received  an additional $56,000, which is expected to be the final cash proceeds
related  to  the  liquidation  of  Thirdspace's remaining assets, and one of the
final  assets  to  be  distributed  as  part  of  this  liquidation.  The income
recognized  related  to  these  proceeds  is recorded in the line item "Recovery
(impairment  loss)  of  minority  investment"  in  the  Condensed  Consolidated
Statements  of  Operations and the value of the investment and notes receivables
remain  at  zero  on  our  March 31, 2004 Condensed Consolidated Balance Sheets.

     Provision  (Benefit)  for  Income Taxes.  An income tax benefit of $700,000
was  recorded during the three months ended March 31, 2004.  During the quarter,
the  provision for United States federal income taxes previously recorded during
the  first  two  quarters  of the fiscal year was reversed due to an anticipated
loss for tax purposes in fiscal 2004 and foreign income and withholding taxes of
$64,000  was recorded during the quarter, resulting in a net benefit of $700,000
during  the  three  months  ended  March  31,  2004.  An income tax provision of
$72,000  was  recorded  during  the  three  months ended March 31, 2003 based on
pre-tax  net loss of $14.2 million. The tax provision for the three months ended
March  31,  2003 was attributable to foreign withholding taxes and income earned
in  foreign  locations,  which  cannot  be  offset  by  net  operating  loss
carryforwards.

     Net  Income  (Loss).  A  net  loss  of  $0.1 million or $0.00 per basic and
diluted  share  for  the  three months ended March 31, 2004 was recorded.  A net
loss  of $14.3 million or $0.23 per basic and diluted share for the three months
ended  March  31,  2003  was  recorded.


                                       17
<PAGE>
THE NINE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE NINE MONTHS ENDED MARCH 31,
2003

     Product  Sales.  Total product sales were $48.9 million for the nine months
ended  March 31, 2004, an increase of $4.9 million, or 11.3%, from $44.0 million
for  the  same period of the prior year.  The increase in product sales resulted
from  the  increase  in  VOD  product  sales of $5.0 million, or 17.3%, to $34.0
million  in  the  nine  month period ended March 31, 2004 from $29.0 million for
same  period  of the prior year.  The increase in VOD product sales for the nine
months ended March 31, 2004 was due to an increase in volume of VOD server sales
due  to  both  new  VOD  deployments  and add-on stream and storage sales to the
existing  customer base , as compared to the prior year period.  The increase in
VOD product sales was also due to software sales of our newly released Real-Time
Media  content  ingestion  product  as  compared  to the prior year period.  The
increase  in volume of these VOD products sold was partially offset by change in
product  mix, continued declines in the average price per video stream sold, and
an  additional  $0.2  million  reduction  of  revenue  resulting from additional
warrants  earned  by  Comcast, as compared to the same period of the prior year.
Fluctuation  in VOD revenue is often due to the fact that Concurrent has a small
base  of  large  customers  making  periodic  large purchases that account for a
significant  percentage  of revenue.  Sales of real-time products were unchanged
at  $15.0  million  for  the  nine  month periods ended March 31, 2004 and 2003.

     Service Revenue.  Service revenue increased $0.2 million, or 1.6%, to $16.2
million  for  the nine month period ended March 31, 2004, from $16.0 million for
the  same period of the prior year.  VOD service revenue increased $1.6 million,
or  60.3%,  to  $4.2  million in the nine month period ended March 31, 2004 from
$2.6  million  for  the  same  period  of  the  prior  year, as the VOD division
continued  to recognize deferred maintenance revenue and expand its VOD customer
base  requiring  additional  installation,  training,  technical  support,  and
software and hardware maintenance services.  The increase in VOD service revenue
was  partially offset by a $1.3 million, or 10.0%, decrease in real-time service
revenue  to  $12.0  million  for the nine month period ended March 31, 2004 from
$13.3  million for the same period of the prior year.  Real-time service revenue
continued  to decline primarily due to the cancellation of maintenance contracts
as  machines  were  removed from service and, to a lesser extent, from customers
purchasing  our  new  products  that produce significantly less service revenue.

     Product  Gross  Margin.  Product  gross  margin  increased $2.7 million, or
11.4%,  to  $26.2  million  for  the nine months ended March 31, 2004 from $23.5
million  for  the  same period of the prior year.  The product gross margin as a
percentage  of  sales  was consistent with prior year's nine month product gross
margin,  increasing  to 53.5% in the nine month period ended March 31, 2004 from
53.4%  in  the nine month period ended March 31, 2003.  VOD product gross margin
increased  to  50.3% of VOD product revenue in the nine month period ended March
31, 2004 from 50.0% of VOD product revenue in the same period of the prior year.
The  increase  in  VOD  product gross margin is due to the $1.3 million reversal
from  cost  of  sales  of  previously recognized SAI warrant expense in the nine
months ended March 31, 2004 and also due to the lower cost of the MediaHawk 4000
video  server  solution predominantly sold during the current period, versus the
previous  generation  MediaHawk 3000 server solution sold during the same period
of  the  prior year.  The favorable impact from the SAI warrant expense reversal
and  lower  production  costs was partially offset by changes in product mix and
continued  declines  in  average price per video stream sold. Further offsetting
the  favorable  margin  impact  of VOD product cost reductions was approximately
$0.2  million  of  additional  revenue  reduction  from  the warrant accrual for
Comcast,  as  compared  to  the  prior  year  period,  due to an increase in the
Black-Scholes  value  of  the warrants and increased sales to Comcast during the
nine  months  ended March 31, 2004.  Real-time product gross margin increased to
60.6% of real-time product revenue in the nine month period ended March 31, 2004
from  60.1%  of  real-time product revenue for the same period of the prior year
due to a more favorable product mix, as compared to the same period of the prior
fiscal  year.

     Service  Gross  Margin.  The  gross  margin on service sales increased $1.2
million,  or  20.3%,  to  $7.1 million, or 43.9% of service revenue for the nine
month period ended March 31, 2004 from $5.9 million, or 37.0% of service revenue
for  the  same period of the prior year.  VOD service margins increased to 38.1%
VOD  service  revenue  compared  to  15.9%  in  the prior year period as the VOD
division continues to build its VOD customer base and the fixed costs associated
with  our  customer  support  activities  are being spread


                                       18
<PAGE>
over a larger revenue base. Although our VOD service gross margins in the future
will  change  quarter to quarter on a percentage basis, we do not anticipate the
percentage  to fluctuate at the magnitude of the change in the nine months ended
March  31,  2004Real-time  service  gross margin increased to 45.9% of real-time
service revenue for the nine months ended March 31, 2004 from 41.2% for the same
period of the prior year due to reduced costs from the restructuring initiatives
implemented  in  the  fourth quarter of fiscal 2003 and due to severance expense
paid  in  the  third  quarter  of  the  prior year resulting from a reduction in
service  personnel,  as  the ISD division scaled down the infrastructure that is
necessary  to  fulfill  declining  contractual  obligations.

     Sales  and  Marketing.  Sales  and  marketing  expenses  decreased  as  a
percentage of sales to 19.6% for the nine months ended March 31, 2004 from 22.4%
for  the  same period of the prior year.  These expenses decreased $0.7 million,
or 5.1%, to $12.8 million during the nine month period ended March 31, 2004 from
$13.5  million  in  the same period of the prior year.  The ISD division's sales
and marketing expenses increased $0.2 million compared to the same period in the
prior  year due to an increase in bonus and commission accruals to international
sales personnel.  The VOD division's sales and marketing expenses decreased $0.8
million  primarily  due  to  $0.6  million  less  severance  expense and reduced
salaries  and wages as a result of the elimination of certain personnel costs in
the  fourth quarter of fiscal 2003.  In addition, the VOD division reduced trade
show  and other advertising costs during the nine months ended March 31, 2004 by
$0.3  million  compared  to  the  same  period  of  the  prior  year.

     Research and Development.  Research and development expenses decreased as a
percentage of sales to 22.3% for the nine months ended March 31, 2004 from 23.4%
for the same period of the prior year. These expenses increased $0.5 million, or
3.2%,  to  $14.5  million during the nine month period ended March 31, 2004 from
$14.0  million  during  the  same  period  of  the prior year.  The $0.5 million
increase  in  research and development expense is due to a $0.3 million and $0.6
million increase in ISD and VOD salaries and related costs, respectively, as the
VOD  and  ISD divisions added new development staff since the same period of the
prior year.  In addition the VOD division incurred an additional $0.3 million in
fixed asset depreciation expense, partially offset by a $0.8 million decrease in
external  VOD software development and consulting expenses, compared to the same
period  of  the  prior  year.

     General  and Administrative.  General and administrative expenses decreased
as  a percentage of sales to 10.7% for the nine months ended March 31, 2004 from
11.6%  for  the  same period of the prior year.  These expenses remained at $7.0
million  during  each  of  the nine month periods ended March 31, 2004 and 2003.
Decreases  in the bad debt reserve of $0.6 million and insurance expense of $0.1
million  were  offset  by  a  $0.4 million increase in legal fees resulting from
successful  defense  of  a  lawsuit  brought by SeaChange International alleging
defamation,  and  a  $0.3  million  increase  in  accounting  and Sarbanes-Oxley
consulting  fees  and  accounting salaries and benefits in the nine months ended
March  31,  2004,  as  compared  to  the  same  period  of  the  prior  year.

     Recovery  (Impairment  Loss)  of  Minority  Investment.   In the second and
third  quarters  of  fiscal  2003,  in the aggregate, a net impairment charge of
$13.0  million was recorded due to an other-than-temporary decline in the market
value  of  an  equity  investment  in  Thirdspace, which included a $6.1 million
charge  for  the  write  off  of  two  $3.0 million notes receivable and related
accrued  interest.  At  the  end  of fiscal 2003, Thirdspace was sold to a third
party and placed into liquidation resulting in a recovery for Concurrent of $0.5
million  prior  to  July  1,  2003.  During the nine months ended March 31, 2004
Concurrent  received  an  additional  $3.0  million  in  cash  from  continued
monetization  of  the  Thirdspace  assets  and  settlement  of  its liabilities.
Subsequent  to  March 31, 2004, Concurrent received an additional $56,000, which
is  expected  to  be  the  final  cash  proceeds  related  to the liquidation of
Thirdspace's  remaining assets, and one of the final assets to be distributed as
part  of  this  liquidation.  The income recognized related to these proceeds is
recorded in the line item "Recovery (impairment loss) of minority investment" in
the  Condensed  Consolidated  Statements  of  Operations  and  the  value of the
investment  and notes receivables remain at zero on our March 31, 2004 Condensed
Consolidated  Balance  Sheets.

     Provision  (Benefit)  for Income Taxes.  Income tax expense of $0.4 million
was  recorded  for  the  nine month period ended March 31, 2004 based on pre-tax
income  of  $2.1 million, which includes $3.0


                                       19
<PAGE>
million  of  non-taxable  income  from  the  partial  recovery of the previously
recognized  impairment  loss  on  the Thirdspace investment. Concurrent recorded
income  tax  expense of $0.2 million during the nine months ended March 31, 2003
based  on  pre-tax  net  loss  of $18.2 million. The expense in both periods was
attributable  to  foreign  withholding  taxes  and  income  earned  in  foreign
locations,  which  cannot  be  offset  by  net  operating  loss  carryforwards.

     Net  Income  (Loss).  Net  income  of  $1.8  million or $0.03 per basic and
diluted share was recorded for the nine months ended March 31, 2004.  A net loss
of  $18.3 million or $0.30 per basic and diluted share was recorded for the nine
months  ended  March  31,  2003.

LIQUIDITY AND CAPITAL RESOURCES

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

     -    revenue  growth from VOD systems and the pace at which cable companies
          implement  VOD  technology;
     -    the  actual  versus  anticipated  decline  in  sales  of  real-time
          proprietary  systems  and  service  maintenance  revenue;
     -    revenues  from  real-time  systems;
     -    ongoing  cost  control  actions  and  expenses, including for example,
          research  and  development  and  capital  expenditures;
     -    the  margins  on  the  VOD  and  real-time  businesses;
     -    our  ability  to  raise  additional  capital,  if  necessary;
     -    our  ability  to  obtain  bank  financing,  if  necessary;
     -    timing  of  product  shipments  which  occur primarily during the last
          month  of  the  quarter;
     -    the  percentage  of sales derived from outside the United States where
          there  are  generally  longer  accounts  receivable collection cycles;
     -    the  number  of  countries  in  which  we  operate,  which may require
          maintenance  of  minimum  cash  levels in each country and, in certain
          cases,  may  restrict  the  repatriation of cash, such as cash held on
          deposit  to  secure  office  leases;  and
     -    the  success  of  the fourth generation VOD platform and our real time
          Linux  products.

     We  used  cash  of  $5.3  million from operating activities during the nine
months  ended  March  31, 2004 compared to providing cash of $6.6 million during
the  same  period  of  the prior year.  The decrease in cash from operations was
primarily  due  to  changes  in working capital, and particularly an increase in
accounts receivable, partially offset by improved operating results.  Concurrent
has  accumulated  $11.8  million  in  cash  from  operations over the last eight
quarters;  however,  until Concurrent's VOD revenue increases and stabilizes, it
is  likely that the Company will continue to use cash from operating activities.

     We  invested  $3.5 million in property, plant and equipment during the nine
months  ended  March  31,  2004  compared to $4.5 million during the nine months
ended  March  31, 2003. Capital additions during the first nine months of fiscal
2004  related  primarily  to  product  development  and  testing  equipment  and
demonstration  equipment for our VOD division. Concurrent received an additional
$3.0  million from the continued liquidation of Thirdspace during the nine month
period  ended  March  31,  2004.

     We received $1.2 million and $0.5 million from the issuance of common stock
to  employees  and  directors who exercised stock options during the nine months
ended  March  31,  2004  and  2003,  respectively.

     At  March  31,  2004,  we  had  working capital of $35.6 million and had no
material  commitments  for  capital  expenditures.  We believe that the existing
cash  balances  and funds generated by operations will be sufficient to meet the
anticipated working capital and capital expenditure requirements for the next 12
months.


                                       20
<PAGE>
     Deferred revenues increased $4.8 million from $7.6 million at June 30, 2003
to  $12.4  million  at  March  31,  2004.  This increase is primarily due to the
growing  base  of  cable  customers with maintenance programs where the fees are
billed and collected in advance of the revenue recognition.

     We maintain pension plans for certain employees and former employees in the
United  Kingdom  and  Germany.  The projected benefit obligation for the benefit
plans  at  June 30, 2003 and June 30, 2002 as determined in accordance with SFAS
No.  87,  "Employers  Accounting  for  Pensions",  was  $21.5  million and $17.0
million,  respectively,  and the value of the plans assets was $12.9 million and
$12.0  million,  respectively.  As  a result, the plans were underfunded by $8.6
million  at  June  30,  2003 and by $5.0 million at June 30, 2002.  The value of
plan  assets  was $15.3 million at March 31, 2004.  It is likely that the amount
of  our  contribution  to  the  plans  will  increase  from  the  $394,000  of
contributions  made  in fiscal 2003. In addition, management expects the pension
cost  to  be  recognized  in  the  financial  statements  will increase from the
$747,000 recognized in fiscal 2003 to approximately $1.1 million in fiscal 2004,
of  which  approximately  $0.8  million  was recognized in the nine months ended
March  31,  2004.  The expense to be recognized in future periods could increase
further, depending upon the amount of the change in the fair market value of the
plan assets and the change in the projected benefit obligation.

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


CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

     Our  only  significant  contractual  obligations  and commitments relate to
certain  operating leases for sales, service and manufacturing facilities in the
United  States,  Europe  and  Asia.  There  have been no material changes to our
contractual  obligations  during  the  quarter  ended  March  31,  2004.

     CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements made or incorporated by reference in this report on Form
10-Q  may  constitute  "forward-looking  statements"  within  the meaning of the
federal  securities  laws.  When  used  or  incorporated  by  reference  in this
prospectus,  the  words  "believes,"  "expects,"  "estimates," "anticipates" and
similar  expressions  are  intended  to  identify  forward-looking  statements.
Statements  regarding future events and developments and our future performance,
as  well  as our expectations, beliefs, plans, estimates or projections relating
to  the future, are forward-looking statements within the meaning of these laws.
All  forward-looking  statements  are subject to certain risks and uncertainties
that  could  cause actual events to differ materially from those projected.  The
risks and uncertainties which could affect our financial condition or results of
operations  include,  without  limitation:

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


                                       21
<PAGE>
     -    reliance  on a limited number of suppliers and the quality of products
          supplied;
     -    the  highly  competitive environment in which we operate and predatory
          pricing  pressures;
     -    failure  to  effectively  service  the  installed  base;
     -    the  entry  of  new  well-capitalized  competitors  into  our markets;
     -    uncertainties  relating  to  the  development  and  ownership  of
          intellectual  property;
     -    rapid  technology  changes;
     -    economic  conditions;
     -    uncertainties  relating  to  our  ability  and  the  ability  of other
          companies  to  enforce  their  intellectual  property  rights;
     -    decisions  by  our  customers to move to a competitor's platform at an
          already  deployed  site;
     -    the  pricing and availability of equipment, materials and inventories;
     -    the  volatile  operating  history  of  our  VOD  segment;
     -    demand  shifts  from  high-priced,  proprietary  real-time  systems to
          low-priced,  open  server  systems;
     -    contractual  obligations  that could require the payment of liquidated
          damages,  heighten  maintenance  requirements  and  otherwise  impact
          revenue  recognition;
     -    delays  or  cancellations  of  customer  orders;
     -    various  inventory  risks  due  to  changes  in  market  conditions;
     -    the  availability  of  Linux software in light of issues raised by the
          SCO  Group;
     -    the  success  of  our new initiative in our Concurrent Federal Systems
          (CFSI) subsidiary to penetrate opportunities with the U.S. government;
     -    increased  turnover  of  skilled  employees;
     -    uncertainties  associated  with  international  business  activities,
          including  foreign  regulations,  trade  controls,  taxes and currency
          fluctuations;  and
     -    the  valuation  of  equity  investments  and  collectibility  of notes
          receivable.

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

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

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

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

ITEM 4.     CONTROLS AND PROCEDURES

     As  required by Securities and Exchange Commission rules, we have evaluated
the  effectiveness  of  the  design and operation of our disclosure controls and
procedures  as  of  March  31, 2004, the end of the quarter to which this report
relates.  This  evaluation  was  carried  out under the supervision and with the


                                       22
<PAGE>
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 changes to our internal controls over
financial  reporting  during  the  period covered by this report that materially
affected,  or  are reasonably likely to materially affect, our internal controls
over  financial  reporting  subsequent  to  the  date  of  their  evaluation.

     Disclosure  controls  and procedures are controls and other procedures that
are  designed  to  ensure that information required to be disclosed by us in the
reports  that  we  file  or submit under the Securities Exchange Act of 1934, as
amended,  are  recorded,  processed,  summarized  and  reported, within the time
periods  specified  in the Securities and Exchange Commission's rules and forms.
Disclosure  controls  and  procedures  include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by us in
the  reports  that  we file or submit under the Exchange Act are accumulated and
communicated  to  our  management, including our principal executive officer and
principal financial officer, as appropriate, to allow timely decisions regarding
required  disclosure.

PART  II  OTHER  INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

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

     -    SeaChange  International,  Inc. v. Putterman, et al, Arkansas Court of
          ---------------------------------------------------
          Appeals,  Case  No.  CA  01-1126.  The suit was filed on June 14, 1999
          alleging  that we defamed SeaChange International, Inc. ("SeaChange").
          On  June  14,  2000, we counterclaimed against SeaChange alleging that
          SeaChange defamed us. On January 4, 2001, the court granted our motion
          to  dismiss  all  claims  against  us.  SeaChange  subsequently  and
          successfully  appealed.  The  actual  trial began January 26, 2004 and
          concluded  on  March 2, 2004 with a jury verdict finding no defamation
          by  Concurrent  or  SeaChange.

     -    Eason  v.  Concurrent  Computer  Corp,  et  al., Superior Court of New
          -----------------------------------------------
          Jersey,  Appellate Division, Docket No. A-003181-02T2. This suit arose
          out of a personal injury claim filed in 1994 wherein plaintiff alleged
          that he was injured when a lamp post fell in our parking lot. The case
          against  us  was  dismissed in 1995, but in 2000 the plaintiff amended
          the  cause  of  action  and  refiled against us alleging spoliation of
          evidence.  The  plaintiff  obtained a default judgment for $119,800 in
          December  2001 that was vacated in August 2002. Plaintiff subsequently
          refiled  and  in February 2003 the court granted our motion to dismiss
          all  claims.  Plaintiff  appealed,  and  the  appellate court ruled in
          Concurrent's  favor  on  February  20,  2004.

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


                                       23
<PAGE>
<TABLE>
<CAPTION>
ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K


(a)  Exhibits:
     =========
<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 Certificate (incorporated by reference to
                 the Registrant's Quarterly report on Form 10-Q for the quarter ended March 31, 2003).
      3.3     -  Certificate of Correction to Restated Certificate of Incorporation of the Registrant
                 (incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal
                 year ended June 30, 2002).
      3.4     -  Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock
                 (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
      3.5     -  Amendment to Amended Certificate of Designations of Series A Participating Cumulative
                 Preferred Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
      4.1     -  Form of Common Stock Certificate (incorporated by reference to the Registrant's Quarterly
                 report on Form 10-Q for the quarter ended March 31, 2003).
      4.2     -  Form of Rights Certificate (incorporated by reference to the Registrant's Current Report on
                 Form 8-K/A filed August 12, 2002).
      4.3     -  Amended and Restated Rights Agreement dated as of August 7, 2002 between the
                 Registrant and American Stock Transfer & Trust Company, as Rights Agent (incorporated
                 by reference to the Registrant's Current Report on Form 8-K/A filed on August 12, 2002).
      11.1*   -  Statement Regarding Computation of Per Share Earnings.
      31.1**  -  Certification of Chief Executive Officer, pursuant to Rule 13a-14 (a), as adopted pursuant
                 To Section 302 of the Sarbanes-Oxley Act of 2002.
      31.2**  -  Certification of Chief Financial Officer, pursuant to Rule 13a-14 (a), as adopted pursuant to
                 Section 302 of the Sarbanes-Oxley Act of 2002.
      32.1**  -  Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted
                 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
      32.2**  -  Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted
                 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

<FN>
     * 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.
</TABLE>


(b)  Reports  on  Form  8-K.

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

     -    Current  Report on Form 8-K furnished on January 29, 2004, relating to
          results  of  operations  and  financial  condition  as  of and for the
          quarter  ended  December  31,  2003.


                                       24
<PAGE>
                                   SIGNATURES


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this quarterly report for the quarter ended March 31,
2004,  to  be signed on its behalf by the undersigned thereunto duly authorized.


Date:  May 10, 2004        CONCURRENT COMPUTER CORPORATION


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


                                       25
<PAGE>
<TABLE>
<CAPTION>
                                       EXHIBIT INDEX
                                       -------------

<S>           <C>


      3.1     -  Restated Certificate of Incorporation of the Registrant (incorporated by reference to the
                 Registrant's Registration Statement on Form S-2 (No. 33-62440)).
      3.2     -  Amended and Restated Bylaws of the Registrant Certificate (incorporated by reference to the
                 Registrant's Quarterly report on Form 10-Q for the quarter ended March 31, 2003).
      3.3     -  Certificate of Correction to Restated Certificate of Incorporation of the Registrant
                 (incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year
                 ended June 30, 2002).
      3.4     -  Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock
                 (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
      3.5     -  Amendment to Amended Certificate of Designations of Series A Participating Cumulative
                 Preferred Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
      4.1     -  Form of Common Stock Certificate (incorporated by reference to the Registrant's Quarterly
                 report on Form 10-Q for the quarter ended March 31, 2003).
      4.2     -  Form of Rights Certificate (incorporated by reference to the Registrant's Current Report on
                 Form 8-K/A filed August 12, 2002).
      4.3     -  Amended and Restated Rights Agreement dated as of August 7, 2002 between the Registrant
                 and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to
                 the Registrant's Current Report on Form 8-K/A filed on August 12, 2002).
      11.1*   -  Statement Regarding Computation of Per Share Earnings.
      31.1**  -  Certification of Chief Executive Officer, pursuant to Rule 13a-14 (a), as adopted pursuant to
                 Section 302 of the Sarbanes-Oxley Act of 2002.
      31.2**  -  Certification of Chief Financial Officer, pursuant to Rule 13a-14 (a), as adopted pursuant to
                 Section 302 of the Sarbanes-Oxley Act of 2002.
      32.1**  -  Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted
                 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
      32.2**  -  Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted
                 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

<FN>
     * 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
</TABLE>


                                       26
<PAGE>