SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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


                                    FORM 10-Q/A



           (Mark  One)

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

                         For the Quarter Ended September 30, 2000

                                       or

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

                        For the Transition Period  from ____    to  ____


                            Commission File No. 0-13150
                                   _____________

                         CONCURRENT COMPUTER CORPORATION


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


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


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


Number  of  shares  of the Registrant's Common Stock, par value $0.01 per share,
outstanding  as  of  November  6,  2000  was  54,667,259.


<PAGE>

<TABLE>
<CAPTION>
PART  I     FINANCIAL  INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS

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

                                         THREE MONTHS ENDED
                                            SEPTEMBER 30,
                                           2000      1999
                                         --------  --------
                                         RESTATED
                                      (see Note 12)
<S>                                      <C>       <C>
Revenues:
  Product sales
    Real-time systems                    $ 4,711   $ 6,517
    Video-on-demand systems                5,437     1,089
                                         --------  --------
      Total product sales                 10,148     7,606
  Service and other                        6,164     8,078
                                         --------  --------
      Total                               16,312    15,684

Cost of sales:
  Real-time and video-on-demand systems    5,561     3,790
  Service and other                        3,160     4,254
                                         --------  --------
      Total                                8,721     8,044
                                         --------  --------

Gross margin                               7,591     7,640

Operating expenses:
  Sales and marketing                      4,073     4,527
  Research and development                 2,631     2,222
  General and administrative               2,467     1,629
  Relocation and restructuring                 -     2,367
                                         --------  --------
      Total operating expenses             9,171    10,745
                                         --------  --------

Operating loss                            (1,580)   (3,105)

Interest income (expense) - net               (9)       10
Other non-recurring income                     -       761
Other expense - net                          (55)      (67)
                                         --------  --------
Loss before income taxes                  (1,644)   (2,401)

Provision for income taxes                   150       150
                                         --------  --------
Net loss                                 $(1,794)  $(2,551)
                                         ========  ========
Net loss per share
      Basic                              $ (0.03)  $ (0.05)
                                         ========  ========
      Diluted                            $ (0.03)  $ (0.05)
                                         ========  ========
</TABLE>


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


                                      -1-
<PAGE>

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

                                                                 SEPTEMBER 30,    JUNE 30,
                                                                     2000           2000
                                                                 --------------  ----------
                  ASSETS                                           RESTATED       RESTATED
                                                                (see Note 12)  (see Note 12)
<S>                                                              <C>             <C>
Current assets:
  Cash and cash equivalents                                      $       5,853   $  10,082
  Accounts receivable - net                                             15,249      12,907
  Inventories                                                            5,821       5,621
  Prepaid expenses and other current assets                              2,610       2,381
                                                                 --------------  ----------
    Total current assets                                                29,533      30,991
Property, plant and equipment - net                                     11,082      11,314
Purchased developed computer software                                    1,725       1,773
Goodwill - net                                                          11,671      11,981
Other long-term assets - net                                               908       1,019
                                                                 --------------  ----------
    Total assets                                                 $      54,919   $  57,078
                                                                 ==============  ==========

      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                          $      12,030   $  13,297
  Deferred revenue                                                       3,205       2,608
                                                                 --------------  ----------
    Total current liabilities                                           15,235      15,905

Other long-term liabilities                                              2,749       2,902
                                                                 --------------  ----------
    Total liabilities                                                   17,984      18,807
                                                                 --------------  ----------

Stockholders' equity:
  Common stock                                                             541         538
  Capital in excess of par value                                       136,261     135,394
  Accumulated deficit after eliminating accumulated deficit of
    $81,826 at December 31, 1991, date of quasi-reorganization         (98,365)    (96,571)
  Treasury stock                                                           (58)        (58)
  Accumulated other comprehensive loss                                  (1,444)     (1,032)
                                                                 --------------  ----------
    Total stockholders' equity                                          36,935      38,271
                                                                 --------------  ----------

Total liabilities and stockholders' equity                       $      54,919   $  57,078
                                                                 ==============  ==========
</TABLE>



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


                                      -2-
<PAGE>

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

                                                             THREE MONTHS ENDED
                                                                SEPTEMBER 30,
                                                               2000      1999
                                                             --------  --------
                                                             RESTATED
                                                          (see Note 12)
<S>                                                          <C>       <C>
OPERATING ACTIVITIES
Net loss                                                     $(1,794)  $(2,551)
Adjustments to reconcile net loss to net
  cash provided by (used in) operating activities:
  Accrual of non-cash warrants                                   195         -
  Depreciation, amortization and other                         1,475     1,363
  Other non-cash expenses                                        212       129
  Changes in operating assets and liabilities:
     Accounts receivable                                      (2,397)   (1,911)
     Inventories                                                (350)     (499)
     Prepaid expenses and other current assets                  (229)     (606)
     Other long-term assets                                       65      (133)
     Accounts payable and accrued expenses                    (1,267)    1,380
     Deferred revenue                                            597      (990)
     Other long-term liabilities                                (136)       78
                                                             --------  --------
 Total adjustments to net loss                                (1,835)   (1,189)
                                                             --------  --------
Net cash used in operating activities                         (3,629)   (3,740)

INVESTING ACTIVITIES
  Net additions to property, plant and equipment              (1,131)   (1,195)
  Proceeds from sale of facility                                   -     1,223
                                                             --------  --------
Net cash provided by (used in) investing activities           (1,131)       28

FINANCING ACTIVITIES
  Net repayment of capital lease obligation                      (17)        -
  Proceeds from borrowings under revolving credit facility         -     8,402
  Repayments of borrowings under revolving credit facility         -    (8,402)
  Proceeds from sale and issuance of common stock                668     1,422
                                                             --------  --------
Net cash provided by financing activities                        651     1,422

Effect of exchange rates on cash and cash equivalents           (120)      230

Decrease in cash and cash equivalents                         (4,229)   (2,060)
Cash and cash equivalents at beginning of period              10,082     6,872
                                                             --------  --------
Cash and cash equivalents at end of period                   $ 5,853   $ 4,812
                                                             ========  ========

Cash paid during the period for:
  Interest                                                   $   124   $    52
                                                             ========  ========
  Income taxes (net of refunds)                              $   155   $    34
                                                             ========  ========
</TABLE>


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


                                      -3-
<PAGE>
                         CONCURRENT COMPUTER CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.   BASIS  OF  PRESENTATION

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


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

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

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

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

     The number of shares used in computing basic and diluted net loss per share
for  the  three  months  ended  September  30,  2000 and September 30, 1999 were
53,988,000  and  48,965,000,  respectively.  Because  of  the  losses  for these
periods,  the  potential  common shares issuable were anti-dilutive and were not
considered  in  the  diluted  earnings  per  share  calculations.

3.    Revenue  Recognition  and  Related  Matters

     Video-on-demand  and  real-time system revenues are recognized based on the
guidance  in  American  Institute  of  Certified Public Accountants Statement of
Position  97-2,  Software  Revenue  Recognition.  The Company recognizes revenue
from  video-on-demand  and  real-time  systems  when  persuasive  evidence of an
arrangement  exists,  the  system  has  been  shipped,  the  fee  is  fixed  or
determinable  and collectibility of the fee is probable.  Under multiple element
arrangements,  the  Company  allocates  revenue to the various elements based on
vendor-specific objective evidence ("VSOE") of fair value.  Concurrent's VSOE of
fair  value  is  determined  based on the price charged when the same element is
sold  separately.  Our  products  do  not  require  significant  customization.

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

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

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

4.   INVENTORIES


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

     (DOLLARS  IN  THOUSANDS)

                                        SEPTEMBER 30,   JUNE 30,
                                             2000         2000
                                        --------------  ---------
                       Raw materials    $        4,758  $   4,333
                       Work-in-process             875        947
                       Finished goods              188        341
                                        --------------  ---------
                                        $        5,821  $   5,621
                                        ==============  =========


                                      -4-
<PAGE>

5.   ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES


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

     (DOLLARS  IN  THOUSANDS)

                                                SEPTEMBER 30,   JUNE 30,
                                                    2000          2000
                                                -------------  ---------
               Accounts payable, trade          $      5,019    $  4,484
               Accrued payroll, vacation and
                 other employee expenses               4,361       6,292
               Other accrued expenses                  2,650       2,521
                                                -------------  ---------
                                                $     12,030    $ 13,297
                                                =============  =========




6.   COMPREHENSIVE  INCOME  (LOSS)

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

     (DOLLARS  IN  THOUSANDS)
                                                   THREE MONTHS ENDED
                                                      SEPTEMBER 30,
                                                     2000       1999
                                                  ---------  ---------
Net  loss                                         $ (1,794)  $ (2,551)

Other  comprehensive  income  (loss):
  Foreign  currency  translation  gain  (loss)        (412)       412
                                                  ---------  ---------
Total  comprehensive  loss                        $ (2,206)  $ (2,139)
                                                  =========  =========


                                      -5-
<PAGE>
7.   SEGMENT  INFORMATION


     The  Company  operates  its  business  in  two  divisions:  real-time  and
video-on-demand  ("VOD").  Its  Real-Time  Division  is  a  leading  provider of
high-performance,  real-time  computer  systems,  solutions  and  software  for
commercial  and  government  markets  focusing  on  strategic  market areas that
include  hardware-in-the-loop  and man-in-the-loop simulation, data acquisition,
industrial systems, and software and embedded applications.  Its VOD Division is
a leading supplier of digital video server systems to a wide range of industries
serving  a  variety  of  markets,  including  the  broadband/cable, hospitality,
intranet/distance  learning,  and  other  related  markets.  Shared expenses are
primarily  allocated  based  on  either  revenues  or  headcount.  There were no
material intersegment sales or transfers.  Corporate costs include costs related
to the offices of the Chief Executive Officer, Chief Financial Officer, Investor
Relations  and  other  administrative costs including annual audit and tax fees,
Board  of  Director  fees  and  similar  costs.  The  following  summarizes  the
operating  income  (loss) by segment for the three month periods ended September
30,  2000  and  September  30,  1999,  respectively:


<TABLE>
<CAPTION>
                            THREE MONTHS ENDED SEPTEMBER 30, 2000
                            -------------------------------------------------
                                REAL-TIME    VOD      CORPORATE    TOTAL
                               ----------  --------  -----------  --------
<S>                            <C>         <C>       <C>          <C>
Revenues:
  Product Sales                $    4,711  $ 5,437   $        -   $10,148
  Service and other                 6,164        -            -     6,164
                               ----------  --------  -----------  --------
     Total                         10,875    5,437            -    16,312

Cost of sales
  Systems                           2,390    3,171            -     5,561
  Service and other                 3,160        -            -     3,160
                               ----------  --------  -----------  --------
     Total                          5,550    3,171            -     8,721
                               ----------  --------  -----------  --------

Gross margin                        5,325    2,266            -     7,591

Operating expenses
  Sales and marketing               1,917    1,972          184     4,073
  Research and development            829    1,802            -     2,631
  General and administrative          269      661        1,537     2,467
                               ----------  --------  -----------  --------
    Total operating expenses        3,015    4,435        1,721     9,171
                               ----------  --------  -----------  --------

Operating income (loss)        $  (2,169)  $(1,938)  $   (1,721)  $(1,580)
                               ==========  ========  ===========  ========
</TABLE>



                                      -6-
<PAGE>
<TABLE>
<CAPTION>
                             THREE MONTHS ENDED SEPTEMBER 30, 1999
                             -------------------------------------------------
                                 REAL-TIME     VOD      CORPORATE    TOTAL
                                 ----------  --------  -----------  ---------
<S>                              <C>         <C>       <C>          <C>
Revenues:
  Product Sales                  $    6,517  $ 1,089   $        -   $ 7,606
  Service and other                   8,078        -            -     8,078
                                 ----------  --------  -----------  --------
     Total                           14,595    1,089            -    15,684

Cost of sales
  Systems                             3,045      745            -     3,790
  Service and other                   4,254        -            -     4,254
                                 ----------  --------  -----------  --------
     Total                            7,299      745            -     8,044
                                 ----------  --------  -----------  --------

Gross margin                          7,296      344            -     7,640

Operating expenses
  Sales and marketing                 2,899    1,572           56     4,527
  Research and development            1,213    1,009            -     2,222
  General and administrative            499      164          966     1,629
  Relocation and restructuring        1,208    1,159            -     2,367
                                 ----------  --------  -----------  --------
    Total operating expenses          5,819    3,904        1,022    10,745
                                 ----------  --------  -----------  --------

Operating income (loss)          $    1,477  $(3,560)  $   (1,022)  $(3,105)
                                 ==========  ========  ===========  ========
</TABLE>


                                      -7-
<PAGE>

8.   RESTRUCTURING  AND  RELOCATION


     In  August  1999,  the Company relocated its Corporate Headquarters and its
VOD  Division  to  Duluth,  Georgia.  In  connection with this move, the Company
incurred  employee  relocation  costs  of  $769,000,  which  is  recorded  as an
operating  expense in the condensed consolidated statement of operations for the
quarter  ended  September  30,  1999.

     In  addition  to  the  VOD  Division relocation discussed above, management
decided  in  the first quarter of fiscal year 2000 to "right-size" the Real-Time
Division  to  bring  its  expenses  in  line  with its anticipated revenues.  In
connection  with  these  events,  the  Company recorded a $1.6 million operating
expense  in  the  condensed consolidated statement of operations for the quarter
ended  September  30,  1999.  This  expense  represents  workforce reductions of
approximately  38  employees  in  all  areas  of  the  Company.


9.   SALE  OF  SUBSIDIARY


     On  September  8,  1999,  the Company entered into an agreement to sell the
stock of Concurrent Vibrations, a wholly owned subsidiary of Concurrent Computer
Corporation S.A., to Data Physics, Inc.  The transaction, which had an effective
date  of August 31, 1999, resulted in a gain of $761,000.  This gain is recorded
in  other  non-recurring  items  in  the  condensed  consolidated  statement  of
operations  in  the  quarter  ended  September  30,  1999.


10.  RECENT  ACCOUNTING  PRONOUNCEMENTS


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

     In December 1999, the SEC issued Staff Accounting Bulletin No. 101 "Revenue
Recognition  in Financial Statements" ("SAB 101").  SAB 101 provides guidance on
applying  generally accepted accounting principles to revenue recognition issues
in  financial  statements.  The  Company  will  adopt SAB 101 as required in the
fourth  fiscal  quarter of 2001.  The Company is currently evaluating the effect
that  such  adoption  might  have  on  its  financial  position  and  results of
operations.

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


                                      -8-
<PAGE>
11.  ACQUISITION  OF  VIVID  TECHNOLOGY

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

     (Dollars  in  thousands)
                                                        Allocation     Life
     Working  Capital                                   $       72
     Fixed  Assets                                             257
     Other  Long-Term  Assets                                   13
     Developed Completed Computer Software Technology        1,900   10 yrs
     Employee Workforce                                        400    3 yrs
     Goodwill                                               12,808   10 yrs
     In-Process  Computer  Software  Technology             14,000



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

     At  the  acquisition date, Vivid had one product under development that had
not  demonstrated  technological or commercial feasibility. This product was the
Vivid  interactive  video-on-demand integrated system. The in-process technology
has  no alternative use in the event that the proposed product does not prove to
be  feasible.  This development effort falls within the definition of In-Process
Research  and  Development  ("IPR&D")  contained  in  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  2  and  was  expensed in the quarter ended
December  31,  1999  as  a  one-time  charge.

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

     The  following  unaudited  proforma  information  presents  the  results of
operations of the Company as if the acquisition had taken place on July 1, 1999:



                                      THREE MONTHS ENDED
                                         SEPTEMBER 30,
                                        2000      1999
                                      --------  --------
Revenues                              $16,312   $15,938
                                      ========  ========
Net loss                              $(1,794)  $(3,262)
                                      ========  ========
Basic and diluted net loss per share  $ (0.03)  $ (0.06)
                                      ========  ========

12.  Restatement

Subsequent to the issuance of the Company's financial statements for the quarter
ended  September 30, 2000, management changed the measurement date used to value
the  shares  issued  in  conjunction  with  the  Company's  acquisition of Vivid
Technology  in  accordance  with APB 16: Business Combinations. As a result, the
financial  statements as  of September 30, 2000 and for the three month periods,
ended  September  30,  2000  have  been  restated  from  the  amounts previously
reported.  The  accompanying  discussion  and  analysis  gives  effect  to  that
restatement.

<TABLE>
<CAPTION>
                              AS OF SEPTEMBER 30, 2000

                           AS PROVIOUSLY
                             REPORTED       AS RESTATED
                          ---------------  -------------
<S>                       <C>              <C>
Goodwill, net             $        2,864   $     11,671
Capital in excess of par         126,607        136,261
Accumulated deficit              (97,518)       (98,365)

</TABLE>
<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED
                                            SEPTEMBER 30, 2000

                                       AS PROVIOUSLY
                                         REPORTED      AS RESTATED
                                      ---------------  -------------
<S>                                   <C>              <C>

General and administrative expenses   $        2,236   $      2,467
Operating loss                                (1,349)        (1,580)
Loss before income taxes                      (1,413)        (1,644)
Net loss                                      (1,563)        (1,794)

Net loss per share basic and diluted  $        (0.03)  $      (0.03)
</TABLE>


                                      -9-
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS  OF  OPERATIONS

     Subsequent  to  the  issuance of the Company's financial statements for the
quarter  ended  September 30, 2000, management changed the measurement date used
to  value  the  shares  issued  in conjunction with the Company's acquisition of
Vivid  Technology in accordance with APB 16: Business Combinations. As a result,
the financial statements as of September 30, 2000 and for the three month period
ended  September  30,  2000  have  been  restated  from  the  amounts previously
reported.  The  accompanying  discussion  and  analysis  gives  effect  to  that
restatement.


SELECTED  OPERATING  DATA  AS  A  PERCENTAGE  OF  NET  SALES

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


<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                                             SEPTEMBER 30,
                                                             2000    1999
                                                            ------  ------
                                                              (Unaudited)

<S>                                                         <C>     <C>
Net sales:
  Product sales (% of respective product sales category):
    Real-time systems                                        28.9%    41.6%
    Video-on-demand systems                                  33.3      6.9
                                                            ------  -------
      Total product sales                                    62.2     48.5
  Service and other                                          37.8     51.5
                                                            ------  -------
      Total                                                 100.0    100.0

Cost of sales (% of respective sales category):
  Real-time and video-on-demand systems                      54.8     49.8
  Service and other                                          51.3     52.7
                                                            ------  -------
      Total                                                  53.5     51.3
                                                            ------  -------

Gross margin                                                 46.5     48.7

Operating expenses:
  Sales and marketing                                        25.0     28.9
  Research and development                                   16.1     14.2
  General and administrative                                 15.1     10.4
  Relocation and restructuring                                  -     15.1
                                                            ------  -------
      Total operating expenses                               56.2     68.5
                                                            ------  -------

Operating loss                                               (9.7)   (19.8)

Interest income (expense) - net                              (0.1)     0.1
Other non-recurring income                                      -      4.9
Other income (expense) - net                                 (0.3)    (0.4)
                                                            ------  -------

Loss before income taxes                                    (10.1)   (15.3)

Provision for income taxes                                    0.9      1.0
                                                            ------  -------

Net loss                                                   (11.0)%  (16.3)%
                                                            ======  =======
</TABLE>



                                      -10-
<PAGE>
RESULTS  OF  OPERATIONS

     Product Sales.  Total product sales were $10.1 million for the three months
ended September 30, 2000, an increase of $2.5 million or 33.4% from $7.6 million
for  the three months ended September 30, 1999.  Sales of VOD products increased
to  $5.4  million  in  the three month period ended September 30, 2000 from $1.1
million in the three month period ended September 30, 1999.  The increase in VOD
product  sales  was  primarily  due to higher sales of video systems to domestic
cable operators, including Time Warner and Cox Communications.  The increase was
partially  offset  by  the  continued  decline  in  sales  of real-time computer
systems.

     Service  and  Other  Sales.  Service  revenues decreased to $6.2 million or
23.7%  in  the  three  months  ended September 30, 2000 from $8.1 million in the
three  months  ended  September  30,  1999.  The decline resulted from customers
switching  from  proprietary systems to Concurrent's open systems which are less
expensive  to  maintain,  and  the  cancellation  of  other proprietary computer
maintenance  contracts  as  the  machines  are  removed  from  service.

     Gross  Margin.  Gross  margin  remained  unchanged  at $7.6 million for the
three  months  ended  September  30,  2000 as compared to the three months ended
September  30,  1999.  The  gross  margin  as a percentage of sales decreased to
46.5% in the three month period ended September 30, 2000 from 48.7% in the three
month  period  ended  September  30,  1999, primarily due to the increase in VOD
sales  as  a  percent  of  total  product sales and the lower gross margin being
realized  on  VOD  sales  compared  to  real-time  sales.  The  gross  margin on
real-time service revenue increased to 48.7% in the three months ended September
30,  2000 compared to 47.3% in the three months ended September 30, 1999, due to
cost  reduction  efforts  made  in  previous  quarters.

     Sales  and  Marketing.  Sales  and  marketing  expenses  decreased  as  a
percentage  of  sales  to 25.0% for the three months ended September 30, 2000 as
compared to 28.9% for the three months ended September 30, 1999.  These expenses
decreased  to  $4.1  million  in the three month period ended September 30, 2000
from  $4.5  million in the three month period ended September 30, 1999 primarily
due  to  the  decrease in the Real-Time Division's worldwide sales and marketing
personnel  which was partially offset by the increase in the number of worldwide
sales  and  marketing  personnel  and  related  activities  in the Company's VOD
Division.

     Research and Development.  Research and development expenses increased as a
percentage  of sales to 16.1% in the three month period ended September 30, 2000
from  14.2%  in the three month period ended September 30, 1999.  These expenses
increased  to  $2.6  million  in the three month period ended September 30, 2000
from  $2.2  million in the three month period ended September 30, 1999 primarily
due to the growth in the VOD Division research and development personnel and the
additional  development  personnel  as  a  result  of  the  acquisition of Vivid
Technology  in  October  of  1999.  These  increases  were  partially  offset by
deliberate  cost  reduction  efforts  in  the  Real-Time  Division.


     General  and Administrative.  General and administrative expenses increased
to  15.1% of sales in the three month period ended September 30, 2000 from 10.4%
in the three month period ended September 30, 1999.  These expenses increased to
$2.5  million  in  the  three  month  period  ended September 30, 2000 from $1.6
million  in  the  three  month period ended September 30, 1999 primarily due the
increase in VOD division management and other executive corporate administrative
personnel.

     Income  Taxes.  The  Company recorded income tax expense of $150,000 in the
three  month  period  ended September 30, 2000 on a pre-tax loss of $1.6 million
due  to  the inability to recognize the future tax benefit of the current period
net  operating  loss.

     Net  Loss.  The  company  recorded  a  net loss of $1.8 million or $.03 per
share  for  the  three months ended September 30, 2000 compared to a net loss of
$2.6  million  or  $.05 per share for the three months ended September 30, 1999.



                                      -11-
<PAGE>
     ACQUISITION  OF  VIVID  TECHNOLOGY,  INC.

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

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

     -    The Content  Manager,  which is used to load movies from studios,  did
          not have the  functionality  necessary  to  create a  royalty  payment
          affidavit  which  is  required  for  the  cable  operators  to pay the
          required  royalties to the movie studios.  Also, the Content  Manager,
          which had been implemented  using a SQL data base, needed to be ported
          to other relational data bases such as Oracle to support high end data
          base  applications.
     -    The Resource Manager had been alpha tested;  however, an advanced beta
          test had not been completed  which would validate its ability to scale
          up to the required  number of  subscribers or connections in an actual
          commercial  deployment.
     -    The Subscriber  Manager,  which had been implemented  using a SQL data
          base,  needed to be  ported to other  relational  data  bases  such as
          Oracle to support high end data base  applications.
     -    The Set Top VOD  application  needed to be tested under  advanced beta
          test  conditions  to ensure that the back  channel  key stroke  system
          performance can fulfill operational requirements.
     -    The Hub Server,  or video pump, needed to be tested under full load in
          an operational environment to ensure stability over an extended period
          of time. The random conditions  resulting from the in home use of tens
          of thousands of subscribers  can only be simulated in an advanced beta
          test which has yet to be performed.

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

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


                                      -12-
<PAGE>
     The  projected  revenues  used  in  the income approach were based upon the
incremental  revenues  likely to be generated upon completion of the project and
the  beginning  of  commercial  sales  of  the Vivid VOD system, as estimated by
Company  management  to  begin  in  the  quarter  ending December 31, 2000.  The
projections  assumed  that  the  Vivid  VOD  system  would be successful and the
products'  development  and  commercialization  were as set forth by management.
The  discount  rate  used  in  this  analysis  was  an  after-tax  rate  of 28%.

     Subsequent  to the acquisition date, the Company decided to merge the Vivid
VOD  system  and  the Concurrent VOD system into one standard VOD platform.  The
Company  began  shipping  the  new  hardware  platform  during the quarter ended
September  30,  2000.  Initially,  the  new  hardware  platform has two software
alternatives, one which is compatible with digital set-top boxes used by General
Instruments,  using  core  software  technology  developed by and purchased from
Vivid Technology, and the other is compatible with digital set-top boxes used by
Scientific-Atlanta,  Inc.  Beginning  in  the  first  half of calendar 2001, the
Company  expects to also merge the software solutions into one standard solution
which  will  be compatible with either General Instruments or Scientific-Atlanta
set-top  boxes.


                                      -13-
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

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

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

     The  Company  used  cash  of  $3.6 and $3.7 million in operating activities
during  the three month periods ended September 30, 2000 and September 30, 1999,
respectively,  primarily  due  to  the  losses  generated  by  the Company's VOD
business.  On November 3, 2000, the Company entered into a $15 million revolving
credit  facility  which  expires  June 30, 2002 and replaces the previous credit
facility  which  expired on October 31, 2000.  Borrowings under the facility are
limited  to  85%  of  eligible  accounts receivable and bear interest at between
prime  and  prime  plus  .75%  or  between LIBOR plus 2.25% and LIBOR plus 3.00%
depending  on the Company's ratio of Consolidated Funded Debt (as defined in the
credit  facility)  to  EBITDA.  The Company has pledged substantially all of its
assets  as  collateral  for  the  facility.  No  borrowings  were outstanding at
September  30, 2000 or November 9, 2000 under either credit facility. The credit
facility contains financial covenants which limit the ratio of total liabilities
to  tangible  net  worth and which require the Company to achieve on a quarterly
basis  minimum  EBITDA  in  each  of  the  Company's  operating  divisions.

     The Company invested $1.1 and $1.2 million in property, plant and equipment
during  the three month periods ended September 30, 2000 and September 30, 1999,
respectively.  Current  year  capital  expenditures primarily relate to computer
equipment  and  development  equipment  for  the  Company's  VOD  Division.

     The  Company  received $0.7 million in proceeds from the issuance of common
stock  to  employees  and directors who exercised stock options during the three
month  period ended September 30, 2000 compared to $1.4 million during the three
month  period  ended  September  30,  1999.

     At September 30, 2000, the Company's working capital was $14.3 million, and
the Company did not have any material commitments for capital expenditures.  The
Company  believes that existing cash balances, the available credit facility and
funds  generated  by  operations  will  be  sufficient  to  meet  the  Company's
anticipated  working  capital  and capital expenditure requirements for the next
twelve  months.


                                      -14-
<PAGE>
              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

     These statements are based on current expectations and speak only as of the
date of such statements.  Concurrent undertakes no obligation to publicly update
or  revise  any forward-looking statement, whether as a result of future events,
new  information or otherwise. Additional information concerning these risks and
uncertainties  is  contained  elsewhere  in  this  Form  10-Q.


                                      -15-
<PAGE>
ITEM 3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  OF  MARKET  RISK

     The  Company  is  exposed to market risk from changes in interest rates and
foreign  currency  exchange  rates.  The  Company  is  exposed  to the impact of
interest  rate  changes  on its short-term cash investments, which are backed by
U.S.  government  obligations,  and other investments in respect of institutions
with  the  highest  credit  ratings, all of which have maturities of 3 months or
less.  These  short-term  investments carry a degree of interest rate risk.  The
Company  believes that the impact of a 10% increase or decline in interest rates
would  not  be material to its investment income.  The Company conducts business
in  the  United  States  and  around  the  world.  The  most significant foreign
currency  transaction  exposures  relate  to  the  United Kingdom, those Western
European  countries that use the Euro as a common currency, Australia and Japan.
The  Company  does not hedge against fluctuations in exchange rates and believes
that  a  hypothetical  10%  upward  or  downward fluctuation in foreign currency
exchange  rates  relative  to the United States dollar would not have a material
impact  on  future  earnings,  fair  values,  or  cash  flows.


                                      -16-
<PAGE>
PART II   OTHER  INFORMATION

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

     Concurrent's  Annual  Meeting of Stockholders was held on October 26, 2000.
The  results  of  voting  were  as  follows:

     -    The  following  persons  were  elected as directors to serve until the
          next annual meeting of  stockholders.  Michael A. Brunner  (46,222,239
          votes for,  1,357,300 votes  withheld),  Morton E. Handel  (46,157,569
          votes for, 1,421,970 votes withheld),  Bruce N. Hawthorne  (46,881,160
          votes for, 698,379 votes withheld), C. Shelton James (46,820,230 votes
          for, 759,309 votes withheld),  Steve G. Nussrallah  (46,502,867  votes
          for,  1,076,672 votes  withheld) and Richard P Rifenburgh  (46,191,761
          votes for, 1,387,778 votes withheld).
     -    The  selection by the Board of Directors of Deloitte and Touche LLP as
          the Company's independent auditors for the fiscal year ending June 30,
          2001 was ratified (47,429,891 votes for, 85,542 votes against,  64,106
          votes abstained).
     -    The  amendment of the Company's  1991  Restated  Stock Option Plan was
          approved  (30,049,091  votes for,  17,421,287  votes against,  109,161
          votes abstained).


ITEM  5.  OTHER  INFORMATION.

RISK  FACTORS

Set  forth  below are certain risks relating to our business and the industry in
which  we compete.  If any of the following risks actually occurs, our business,
financial  condition and results of operations could be materially and adversely
affected.

     RISKS  RELATED  TO  OUR  BUSINESS

IT  IS  DIFFICULT  TO EVALUATE OUR BUSINESS AND PROSPECTS BECAUSE OF DECLINES IN
OUR  REAL-TIME  BUSINESS  AND  OUR  LIMITED  VOD  OPERATING  HISTORY.

     For  much  of  our  history,  we have focused solely on providing real-time
computer  systems and related services. Over the last five full fiscal years, we
have  experienced  a  decline  in real-time net sales from $95.8 million for the
fiscal  year ended June 30, 1996 to $56.1 million for the fiscal year ended June
30,  2000.  For  the  three  months  ended September 30, 2000, our real-time net
sales  were  $10.9 million compared to $14.6 million for the  three months ended
September  30,  1999.  We expect that net sales from our real-time business will
continue to decline in the foreseeable future. Further, our gross margin for the
fiscal year ended June 30, 2000 was 46.6%, compared to our gross margin of 50.5%
during  fiscal  year  1999.

     This  decline  in  our  real-time  business  together  with our limited VOD
operating  history  make  it  difficult  to  evaluate  our  current business and
prospects  or to accurately predict our future revenue or results of operations.
We  have  a  limited  operating  history in the VOD market. We began residential
cable  television  commercial trials of our VOD server and related software, our
VOD  system,  in  the  summer  of  1999 and have a limited number of VOD systems
currently  in use on a commercial basis. The revenue and income potential of our
business  is  unproven,  and we will encounter risks and difficulties in our VOD
business  frequently  encountered  by  companies  in  new  and  rapidly evolving
markets.  We  may  not  successfully  address  any  of these risks. If we do not
successfully  address these risks, our business, financial condition and results
of  operations  would  be  adversely  affected.

     Our  future growth will depend largely on the commercial success of our VOD
business, and we cannot assure you that VOD will become commercially successful.
We  have  only recently begun to commercially introduce our VOD systems, and our
future  revenue  growth  is  uncertain  and  will depend upon the development of
customer  demand  for  these  systems.  If  our  target  customers do not adopt,
purchase  and successfully deploy our VOD systems, our revenue will not grow and
our  business,  results  of operations and financial condition will be adversely
affected.


                                      -17-
<PAGE>
WE  HAVE  INCURRED  LOSSES  AND  MAY  INCUR  LOSSES  IN  THE  FUTURE.


     We  incurred  net losses of $23.7 million in the fiscal year ended June 30,
2000  and  $1.8  million  in the three months ended September 30, 2000. On a pro
forma  basis  after  giving  effect  to  the acquisition of Vivid Technology, we
incurred  net losses of $24.7 million in the fiscal year ended June 30, 2000 and
$1.8  million in the three month period ended September 30, 2000. Our actual net
loss of $23.7 million and our pro forma net loss of $24.7 million for the fiscal
year ended June 30, 2000 includes a $14.0 million non-cash charge related to the
write-off  of  research  and  development  acquired  in  the  Vivid  Technology
acquisition.  As  of  September  30,  2000  we  had  an  accumulated  deficit of
approximately  $98.4  million,  after  eliminating  accumulated  deficit  of
approximately  $81.8  million  at  December  31,  1991,  the  date  of  our
quasi-reorganization.  We  may  incur  additional  net  losses  in  the  future.


THE VOD MARKET IS NEW AND MAY NOT GAIN BROAD MARKET ACCEPTANCE AND OUR POTENTIAL
CUSTOMERS  MAY  NOT  PURCHASE  OUR  VOD  SYSTEMS.

     We  are  focusing  much  of our initial VOD sales efforts on domestic cable
television  providers  that  have upgraded some or all of their cable systems to
support  digital,  two-way  service. Therefore, in order for our VOD business to
succeed,  cable  system  operators, particularly large multiple system operators
("MSOs"),  must  successfully  market VOD to their subscribers. Although we have
shipped  and  installed  our  VOD  system  to four MSOs to date, only two system
operators  have  actually  commercially  introduced  VOD  that  incorporates our
technology.  In  addition,  none of our cable system customers are contractually
obligated  to  introduce,  market  or  promote VOD, nor are any of our customers
bound  to achieve any specific VOD introduction schedule. Accordingly, even if a
system  operator  initiates a customer trial using our VOD system, that operator
is  under  no  obligation  to  continue  its relationship with us or to launch a
full-scale  commercial  introduction of VOD using our technology. Further, we do
not  have  exclusive  arrangements  with  system  operators.  Therefore,  system
operators  may enter into arrangements with one or more of our current or future
competitors.

     The  growth and future success of our VOD business depends largely upon our
ability  to penetrate new markets and sell our VOD systems to digitally-upgraded
domestic  and international cable system operators, international DSL operators,
educational institutions and others. If these potential customers determine that
VOD  is  not  viable as a business proposition or if they decide to purchase VOD
systems  from  our competitors, our business, financial condition and results of
operations  will  be  significantly  adversely  affected.

WE  EXPECT  TO  RELY  ON  A  LIMITED  NUMBER  OF  CABLE  SYSTEM  OPERATORS FOR A
SIGNIFICANT  PORTION OF OUR VOD REVENUE.  IF WE ARE UNSUCCESSFUL IN ESTABLISHING
RELATIONSHIPS  WITH THESE CUSTOMERS OR LOSE ANY OF THESE CUSTOMERS, OUR BUSINESS
WILL  BE  ADVERSELY  AFFECTED.

     A  significant portion of our VOD revenue has come from, and is expected to
continue  to  come from, sales to the large MSOs. For the fiscal year ended June
30,  2000,  Time Warner Cable accounted for 47.2% of such revenue. For the three
months  ended  September  30,  2000,  Time  Warner  Cable and Cox Communications
accounted  for  26.1%  and  45.8%  of such revenues, respectively. Many MSOs are
currently  evaluating providers of VOD systems and making purchase decisions. We
believe that the relationships forged between VOD system suppliers and MSOs over
the  next  12  to  18 months will be critical in determining the relative market
shares  of  VOD  system  providers.  If  we are unsuccessful in establishing and
maintaining  these  key  relationships  with  MSOs,  our  VOD  business  will be
adversely  affected. Further, if we experience problems in any of our VOD system
trials  or initial commercial launches, our ability to attract new MSO customers
and  sell additional products to existing customers will be materially adversely
affected.


                                      -18-
<PAGE>
OUR  OPERATING  RESULTS  ARE  UNPREDICTABLE.

     Our  operating results are likely to fluctuate significantly in the future.
Because  our  operating  results  are  expected  to be volatile and difficult to
predict,  in  some  future  quarters  our  operating  results may fall below the
expectations  of  securities  analysts  and  investors.  Our quarterly operating
results  may  vary  depending  on  a  number  of  factors,  including:

     -     demand  for  our  VOD  and  real-time  systems  and  services;

     -     the  timing  and  number  of  sales  of  our  products;

     -     actions taken by our competitors, including new product introductions
           and  enhancements;

     -     changes  in  our  price  or  the  prices  of  our  competitors;

     -     our  ability  to  develop  and  introduce new products and to deliver
           new services  and  enhancements  that meet customer requirements in a
           timely manner;

     -     the  length  of  the  sale  cycle  for  our  products;

     -     our  ability  to  control  costs;

     -     technological  changes  in  our  markets;

     -     deferrals  of customer orders in anticipation of product enhancements
           or  new  products;

     -     customer  budget  cycles  and  changes  in  these  budget cycles; and

     -     general  economic  factors.

THE  MARKETS IN WHICH WE OPERATE ARE HIGHLY COMPETITIVE, AND WE MAY BE UNABLE TO
COMPETE  SUCCESSFULLY  AGAINST  OUR  CURRENT  AND  FUTURE  COMPETITORS.

     The  market  for  VOD  systems  is  relatively  new, highly competitive and
rapidly  evolving.  Given that there have been limited commercial deployments of
VOD  systems to date, the respective market shares of companies competing in the
VOD  market  are  uncertain.  We  believe  that  the primary factors influencing
competition in the VOD market include the flexibility and scalability of the VOD
system,  product  quality  and  reliability  and  established relationships with
providers of interactive television services, including MSOs. In the VOD market,
our  competitors  currently  include  the  following:

     -    in the  domestic  cable  and  international  cable  and DSL  market --
          principally,  SeaChange International Inc., nCUBE Corporation and Diva
          Systems Corporation; and

     -    in the education market -- principally,  Silicon Graphics, Inc., Cisco
          Systems,  Inc. and  International  Business Machines Corp., as well as
          local systems integrators.

     We also compete with a number of companies in our real-time business. These
competitors  can  be  categorized  as  follows:

     -    major computer companies that participate in the real-time business by
          layering  specialized  hardware  and  software  on  top  of,  or as an
          extension  of, their  general  purpose  product  platforms,  including
          principally   Compaq   Computer    Corporation   and   Hewlett-Packard
          Corporation;


                                      -19-
<PAGE>
     -    other computer  companies that provide solutions for applications that
          address specific characteristics of real-time, such as fault tolerance
          or high performance  graphics,  including Silicon  Graphics,  Inc. and
          Compaq Computer Corporation;

     -    general purpose  computing  companies that provide a platform on which
          third-party    vendors   add   real-time    capabilities,    including
          International Business Machines Corp. and Sun Microsystems, Inc.; and

     -    single board computer  companies that provide  board-level  processors
          that are  typically  integrated  into a  customer's  computer  system,
          including Force Computers, Inc. and Motorola, Inc.

     Due  to  the  rapidly  evolving  markets  in  which  we compete, additional
competitors  with significant market presence and financial resources, including
computer  hardware  and  software  companies,  content  providers and television
equipment  manufacturers, including digital set-top box manufacturers, may enter
those  markets, thereby further intensifying competition. Our future competitors
also  may  include  one  or  more  of the parties with which we currently have a
strategic relationship. Although we have proprietary rights with respect to much
of  the  technology incorporated in our VOD and real time systems, our strategic
partners  have  not  agreed  to  refrain  from  competing  against us. Increased
competition  could  result  in  price reductions that would adversely affect our
business, financial condition and results of operations. Many of our current and
potential  future  competitors  have  longer  operating histories, significantly
greater financial, technical, marketing and other resources than us, and greater
brand  name  recognition.  In  addition,  many  of  our  competitors  have
well-established relationships with our current and potential customers and have
extensive  knowledge  of  our  industries.

IF  WE  DO  NOT MANAGE OUR ANTICIPATED GROWTH, WE MAY NOT BE ABLE TO OPERATE OUR
BUSINESS  EFFECTIVELY.  OUR  FAILURE  TO  MANAGE  GROWTH  COULD  DISRUPT  OUR
OPERATIONS.

     We  anticipate  growth  in our VOD operations and that substantially all of
our  future  revenue  growth  will come from our VOD operations. Our anticipated
growth  could  place a strain on our management systems and other resources. Our
ability to successfully implement our business plan in a rapidly evolving market
will  require an effective planning and management process. We cannot assure you
that  we will be able to successfully manage our expansion. If we fail to manage
our  anticipated growth, our operations may be disrupted and our business may be
adversely  affected.  We  must  continue  to improve and effectively utilize our
existing  operational,  management,  marketing  and  financial  systems  and
successfully  recruit,  hire, train and manage personnel, which we may be unable
to  do.  Further,  we  must  maintain  close  coordination  among our technical,
finance,  marketing,  sales  and  production  staffs.

IF  WE  FAIL  TO  DEVELOP  AND MARKET NEW PRODUCTS AND PRODUCT ENHANCEMENTS IN A
TIMELY  MANNER,  OUR  BUSINESS  COULD  BE  ADVERSELY  AFFECTED.

     Our  future  success  will  require  that  we develop and market additional
products  that  achieve  market acceptance and enhance our current products. Our
inability  to develop on a timely basis new products or enhancements to existing
products,  or the failure of such new products or enhancements to achieve market
acceptance  could  have  a  material  adverse  affect on our business, financial
condition  and  results  of operations. We recently completed the development of
our  MediaHawk Model 2000 VOD system. Although we have shipped and installed the
new  system  in a commercial VOD deployment with an MSO during the first quarter
ended  September  30,  2000,  we  may  experience  unexpected problems. Although
delivery  of  VOD  over  DSL currently is not practical in the United States, we
will  look  for  opportunities  in  the  domestic  DSL  market as DSL technology
continues  to  advance.  There can be no assurance that we will be successful in
pursuing  any  domestic  DSL  opportunities.


                                      -20-
<PAGE>
SYSTEM  ERRORS,  FAILURES,  OR  INTERRUPTIONS  MAY HAVE A NEGATIVE IMPACT ON OUR
BUSINESS  AND  DAMAGE  OUR  REPUTATION  AND  CUSTOMER  RELATIONSHIPS.

     System  errors  or  failures  may  adversely affect our business, financial
condition  and results of operations. Despite our testing and testing by current
and potential customers, all errors or failures may not be found in our products
or,  if  discovered,  successfully corrected in a timely manner. These errors or
failures  could  cause  delays in product introductions and shipments or require
design  modifications  that could adversely affect our competitive position. Our
business  also  will be adversely affected if our customers view our products as
unreliable,  whether  based  on  actual  or  perceived errors or failures in our
products.  Any  frequent  or persistent system failures could irreparably damage
our  reputation.

     Further,  a defect, error or performance problem with our VOD systems could
cause  our customers' cable television systems to fail for a period of time. Any
such  failure would cause customer service and public relations problems for our
customers.  As  a  result,  any  failure of our customers' systems caused by our
technology  could  result  in  delayed  or  lost revenue due to adverse customer
reaction,  negative  publicity  regarding  us  and our products and services and
claims  for substantial damages against us, regardless of our responsibility for
such failure. Any claim could be expensive and require us to spend a significant
amount  of  resources,  regardless  of  whether  we  prevail.

DEMAND  FOR  OUR VOD PRODUCTS AND SERVICES WILL DECLINE SIGNIFICANTLY IF OUR VOD
SYSTEMS  CANNOT  SUPPORT  A  SUBSTANTIAL  NUMBER  OF  VIEWERS.

     Our  new  MediaHawk  Model 2000 VOD system was designed and developed to be
compatible  with  both  General  Instruments  and  Scientific  Atlanta  head-end
equipment  and  set-top  boxes.  The  new  server  was only recently shipped and
installed  in a commercial VOD deployment to a limited number of subscribers. As
a  result,  the ability of our new VOD system to support a substantial number of
viewers is unproven. If the new VOD system does not efficiently scale to support
a  substantial  number of viewers while maintaining a high level of performance,
demand  for  the  new  product  and  related  services  and  our ability to sell
additional  products to our existing customers will be significantly reduced. As
a  result,  our operating results could suffer and our financial condition could
be  harmed.

A  SIGNIFICANT PORTION OF OUR REAL-TIME REVENUE HAS BEEN CONCENTRATED IN A SMALL
NUMBER  OF  CUSTOMERS,  INCLUDING  THE U.S. GOVERNMENT.  IF WE LOSE ANY OF THESE
CUSTOMERS,  OUR  BUSINESS  MAY  BE  ADVERSELY  AFFECTED.

     We  currently  derive,  and  expect  to  continue  to derive, a significant
portion  of  our  real-time  revenue  from  a  limited number of customers. As a
result, the loss of, or reduced demand for products or related services from any
of  our major customers could adversely affect our business, financial condition
and  results  of  operations.  In  the fiscal year ended June 30, 2000 and the 3
months  ended  September 30, 2000 five customers accounted for approximately 34%
and  29%  of  our  total  real-time  revenue,  respectively.

     We  derive a significant portion of our revenues from the supply of systems
under  government  contracts.  For the fiscal year ended June 30, 2000 and the 3
months  ended  September  30,  2000, we recorded $18.5 million and $3.5 million,
respectively,  in  sales  to  agencies  of  the  U.S.  Government. These amounts
represent  approximately  33%  of  our  total  sales in both periods. Government
business  is  subject  to  many  risks,  such as delays in funding, reduction or
modification  of contracts or subcontracts, failure to exercise options, changes
in  governmental policies and the imposition of budgetary constraints. A loss of
government  contract  revenues  could  have  a  material  adverse  effect on our
business,  results  of  operations  and  financial  condition.

     We  do  not  have  written  continuing  purchase agreements with any of our
customers  and do not have written agreements that require customers to purchase
fixed  minimum  quantities of our products. Our sales to specific customers tend
to,  and  are expected to continue to, vary from year-to-year, depending on such
customers'  budgets  for  capital  expenditures  and  new product introductions.


                                      -21-
<PAGE>
IF  WE  ARE  UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, OUR COMPETITIVE
POSITION  COULD  BE  HARMED OR WE COULD BE REQUIRED TO INCUR EXPENSES TO ENFORCE
OUR  RIGHTS.  OUR  BUSINESS  COULD  BE  ADVERSELY  AFFECTED  IF  WE ARE FOUND TO
INFRINGE  ON  THE  INTELLECTUAL  PROPERTY  RIGHTS  OF  OTHERS.

     We  rely  on a combination of contracts and copyright, trademark, and trade
secret  laws  to establish and protect our proprietary rights in our technology.
We  do  not  own  any  significant  patents.

     We  typically  enter  into  confidentiality  or license agreements with our
employees, consultants, customers and vendors, in an effort to control access to
and  distribution  of our proprietary information. Despite these precautions, it
may  be  possible  for  a  third  party  to copy or otherwise obtain and use our
proprietary  technology  without authorization. Policing unauthorized use of our
products is difficult. The steps we take may not prevent misappropriation of our
intellectual  property, and the agreements we enter into may not be enforceable.
In  addition, effective copyright and trade secret protection may be unavailable
or  limited  in  some  foreign  countries.  Other  companies,  including  our
competitors,  may  currently  own  or obtain patents or other proprietary rights
that might prevent, limit or interfere with our ability to make, use or sell our
products.  As a result, we may be found to infringe on the intellectual property
rights  of others. In the event of a successful claim of infringement against us
and  our  failure or inability to license the infringed technology, our business
and  operating  results  could  be  adversely  affected.

     Any litigation or claims, whether or not valid, could result in substantial
costs and diversion of our resources. Intellectual property litigation or claims
could  force  us  to  do  one  or  more  of  the  following:

     -    cease  selling,  incorporating  or using  products  or  services  that
          incorporate the challenged intellectual property;

     -    obtain  a  license  from  the  holder  of the  infringed  intellectual
          property  right,  which  license may not be  available  on  reasonable
          terms, if at all; and

     -    redesign   products  or  services   that   incorporate   the  disputed
          technology.

If we are forced to take any of the foregoing actions, we could face substantial
costs  and  our  business  could  be seriously harmed. Although we carry general
liability  insurance,  our insurance may not cover potential claims of this type
or  be  adequate  to  indemnify  us  for  all  liability  that  may  be imposed.

     We  may  initiate  claims or litigation against third parties in the future
for  infringement  of  our  proprietary  rights  or  to  determine the scope and
validity  of  our  proprietary  rights or the proprietary rights of competitors.
These  claims  could  result  in  costly  litigation  and  the  diversion of our
technical  and  management  personnel.  As a result, our operating results could
suffer  and  our  financial  condition  could  be  harmed.

IN  SOME  CASES,  WE  RELY  ON  A  LIMITED  NUMBER  OF  SUPPLIERS.

     We sometimes purchase product components from a single supplier in order to
obtain  the required technology and the most favorable price and delivery terms.
Reliance  on  single  suppliers  involves  several  risks,  including:

     -    the possibility of defective parts;

     -    a shortage of components;

     -    increase in component costs; and

     -    reduced control over delivery schedules.


                                      -22-
<PAGE>
Any  of  these events could adversely affect our business, results of operations
and  financial  condition.  We  estimate  that a lead time of 16-24 weeks may be
necessary  to  switch  to  an alternative supplier of certain custom application
specific  integrated  circuits  and  printed circuit assemblies. A change in the
supplier of these components without the appropriate lead time could result in a
material delay in shipments by us of certain products. Where alternative sources
are  available,  qualification of the alternative suppliers and establishment of
reliable  supplies  of  components  from such sources may also result in delays.
Shipping  delays  may  also  result  in a delay in revenue recognition, possibly
outside  the  fiscal  period originally planned, and, as a result, may adversely
affect  our  financial  results  for  that  particular  period.

OUR  BUSINESS  MAY  BE  ADVERSELY  AFFECTED IF WE FAIL TO RETAIN OUR CURRENT KEY
PERSONNEL  OR  FAIL  TO  ATTRACT  ADDITIONAL  QUALIFIED  PERSONNEL.

     Our  future  performance  depends  on  the  continued service of our senior
management and our engineering, sales and marketing and manufacturing personnel,
many  of whom would be difficult to replace. Competition for qualified personnel
is  intense, and we may fail to retain our key employees or to attract or retain
other  highly  qualified personnel. We do not carry key person life insurance on
any  of  our  employees.  The  loss  of  the  services of one or more of our key
personnel  could  seriously impact our business. Our future success also depends
on  our  continuing  ability  to  attract, hire, train and retain highly skilled
managerial,  technical,  sales,  marketing  and  customer  support personnel. We
currently  are  looking  to  fill  several  engineering, sales and marketing and
operations  positions.  In  addition, new employees frequently require extensive
training  before  they  achieve  desired  levels  of  productivity.

WE  MAY  BE  UNSUCCESSFUL  IN  MAINTAINING  OR  ESTABLISHING  THE  STRATEGIC
RELATIONSHIPS  THAT  WILL  BE  AN  IMPORTANT  PART  OF  OUR  FUTURE  SUCCESS.

     The success of our business is and will continue to be dependent in part on
our  ability to maintain existing and enter into new strategic relationships. We
currently  have  important  strategic  relationships  with  Scientific-Atlanta,
General  Instruments,  Prasara  Technologies,  Inc. and Intertainer, Inc., among
others.  There  can  be  no  assurance  that:

     -    such  existing  or  contemplated  relationships  will be  commercially
          successful;

     -    we will be able to find additional strategic partners; or

     -    we will be able to negotiate  terms  acceptable  to us with  potential
          strategic partners.

     We cannot provide assurance that existing or future strategic partners will
not  pursue alternative technologies or develop alternative products in addition
to  or  in  lieu  of  ours, either on their own or in collaboration with others,
including  our competitors. These alternative technologies or products may be in
direct competition with our technologies or products and may significantly erode
the  benefits  of our strategic relationships and adversely affect our business,
financial  condition  and  results  of  operations.

OUR  BUSINESS  IS  SUSCEPTIBLE  TO  NUMEROUS RISKS ASSOCIATED WITH INTERNATIONAL
OPERATIONS.

     International  sales  accounted  for  approximately 40%, 34% and 28% of our
revenue  in  fiscal years 1999 and 2000 and the three months ended September 30,
2000, respectively. Substantially all of our historical international sales have
come  from  our  real-time  business.  We  expect  that international sales will
continue  to represent a significant portion of our business in the future. As a
result  of  our current and anticipated international operations, we are subject
to  a  number  of  risks  associated with international business activities that
could  increase  our  costs,  lengthen  our  sales cycle and require significant
management  attention.  These  risks  include:

     -    compliance with, and unexpected  changes in,  regulatory  requirements
          resulting in unanticipated costs and delays;


                                      -23-
<PAGE>
     -    lack of availability of trained personnel in international locations;

     -    tariffs, export controls and other trade barriers;

     -    longer accounts receivable payment cycles than in the United States;

     -    potential   difficulty   of  enforcing   agreements   and   collecting
          receivables in some foreign legal systems;

     -    potential  difficulty  in enforcing  intellectual  property  rights in
          certain foreign countries;

     -    potentially  adverse tax consequences,  including  restrictions on the
          repatriation of earnings;

     -    the burdens of complying with a wide variety of foreign laws;

     -    general economic conditions in international markets; and

     -    currency exchange rate fluctuations.

WE  MAY  ENGAGE IN FUTURE ACQUISITIONS THAT DILUTE THE OWNERSHIP INTEREST OF OUR
STOCKHOLDERS  OR  CAUSE  US  TO  INCUR  DEBT  OR  ASSUME CONTINGENT LIABILITIES.

     As  part  of  our  business  strategy, we review acquisition prospects that
would  compliment  our  current  product  offerings,  enhance  our  technical
capabilities  or  otherwise offer growth opportunities. While we have no current
agreements  or  negotiations  under  way  with  respect  to  any acquisition, we
periodically  review  investments  in  new  businesses,  and  we  may  acquire
businesses,  products  or technologies in the future. In the event of any future
acquisitions,  we  could:

     -    issue  equity  securities  which would  dilute  current  stockholders'
          percentage ownership;

     -    incur substantial debt; or

     -    assume contingent liabilities.

     These  actions  could  materially  adversely  affect our operating results.
Acquisitions  may  require us to incur significant amortization and depreciation
charges  and  acquisition  related  costs  impacting  our  financial  results.
Acquisitions  also  entail  numerous  risks,  including:

     -    difficulties in the assimilation of acquired operations,  technologies
          or services;

     -    unanticipated costs associated with the acquisition;

     -    diversion of management's attention from other business concerns;

     -    adverse effects on existing business relationships;

     -    risks  associated with entering markets in which we have no or limited
          prior experience; and

     -    potential loss of key employees of acquired companies.

     We  cannot  assure  you  that we will be able to successfully integrate any
business,  products,  technologies  or  personnel  that  we might acquire in the
future.  Our  failure  to  do so could materially adversely affect our business,
operating  results  and  financial  condition.


                                      -24-
<PAGE>
WE  MAY  EXPERIENCE  DECREASING  PRICES FOR OUR PRODUCTS AND SERVICES, WHICH MAY
IMPAIR  OUR  ABILITY  TO  ACHIEVE  PROFITABILITY.

     We  may  experience  decreasing prices for our products and services due to
competition,  the  purchasing leverage of our customers and other factors. If we
are  required  to  decrease  prices, our results of operations will be adversely
affected.  We  expect  some  price  pressures  in  our VOD business as competing
technology  continues  to improve. We may reduce prices in the future to respond
to  competition  and  to  generate  increased  sales  volume.

IMPLEMENTATION  OF  OUR  PRODUCTS IS COMPLEX, TIME CONSUMING AND EXPENSIVE. AS A
RESULT,  WE  FREQUENTLY  EXPERIENCE  LONG  SALES  AND  IMPLEMENTATION  CYCLES.

     Real-time  and  VOD  products  are  relatively  complex, and their purchase
generally  involves  a  significant  commitment  of  capital,  with  the  delays
frequently  associated  with  large  capital  expenditures  and  implementation
procedures  within  an  organization.  Moreover,  the  purchase of such products
typically  requires  coordination  and  agreement  among  a potential customer's
corporate  headquarters  and its regional and local operations. As a result, the
sales  cycles associated with the purchase of many of our products are typically
lengthy  and  subject  to  a  number  of significant risks, including customers'
budgetary constraints and internal acceptance reviews, over which we have little
or  no  control.  Consequently, we believe that our quarterly revenues, expenses
and  operating  results  may  vary  significantly  in  the  future,  that
period-to-period comparisons of our results of operations may not necessarily be
meaningful  and  that, in any event, these comparisons should not be relied upon
as  indications  of  future  performance.

     RISKS  RELATED  TO  OUR  INDUSTRIES

THE  SUCCESS  OF  OUR  VOD BUSINESS IS DEPENDENT UPON THE EMERGING DIGITAL VIDEO
MARKET,  WHICH  MAY  NOT  GAIN  BROAD  MARKET  ACCEPTANCE.

     VOD is a new and emerging technology, and we cannot assure you that it will
attract  widespread  demand or market acceptance. Further, the potential size of
the  VOD  market and the timing of its development are uncertain. Our success in
the  VOD  market  will depend upon the commercialization and broad acceptance of
VOD  by  residential  digital  subscribers  and  other  industry  participants,
including  cable system operators, content providers, set-top box manufacturers,
international  DSL  providers  and  educational  institutions.

     Cable  television  operators historically have relied on traditional analog
technology  for  video  management,  storage  and  distribution.  Interactive
technology  installation  requires  a significant initial investment of capital.
The  future  growth  of  our  VOD  business  will  depend  on  the  pace  of the
installation of interactive digital cable and digital set-top boxes, the rate at
which  television  operators deploy digital infrastructure and the rate at which
digital  video  technology expands to additional market segments. Any failure by
the  market  to  accept  digital  video  technology will have a material adverse
effect  on  our  business,  financial  condition  and  results  of  operations.

THE  SUCCESS  OF  OUR  VOD BUSINESS IS DEPENDENT ON THE AVAILABILITY OF, AND THE
DISTRIBUTION  WINDOWS  FOR,  MOVIES,  PROGRAMS  AND  OTHER  CONTENT.

     The  success of VOD will largely be dependent on the availability of a wide
variety  and substantial number of movies, programs and other material, which we
refer  to  as  content,  in  digital  format. We provide VOD servers and related
software,  or  VOD  systems, but we do not provide digital VOD content, which is
provided  by  other  third  parties.  Therefore,  the  future success of our VOD
business  is  dependent  in part on content providers, such as traditional media
and  entertainment companies, providing significant content for VOD. Further, we
are  dependent in part on other third parties to convert existing analog content
into digital content so that it may be delivered via VOD. If the availability of
digital  content  develops  slower  than we expect or if insufficient content is
available  in  digital  format,  our  VOD  business could be adversely affected.


                                      -25-
<PAGE>
     In  addition,  we  believe  that the ultimate success of VOD will depend in
part  on  the  timing of the VOD distribution window. The distribution window is
the  time  period  during  which  different  mediums,  such as home movie rental
businesses,  receive  and  have  exclusive  rights  to  motion picture releases.
Currently, video rental businesses have an advantage of receiving motion picture
releases  on  an exclusive basis before most other forms of non-theatrical movie
distribution,  such  as  pay-per-view,  premium television, VOD, basic cable and
network  syndicated  television. The length of the exclusive distribution window
for  movie  rental  businesses  varies, typically ranging from 30 to 90 days for
domestic  video  stores.  Thereafter,  movies are made sequentially available to
various  television  distribution  channels.  We believe the success of VOD will
depend  in  part  on  movies  being  available  for  VOD  distribution  either
simultaneously  with,  or  shortly  after,  they  are available for video rental
distribution.  The  order,  length  and  exclusivity  of  each  window  for each
distribution  channel  is  determined  solely by the studio releasing the movie.
Given the size of the home video rental industry, the studios have a significant
interest  in  maintaining  that  market.  We  cannot  assure  you that favorable
changes,  if  any,  will  be  made relating to the length and exclusivity of the
video  rental  and  television  distribution  windows.

     We believe content providers' decisions relating to the distribution window
for  VOD  will  depend,  in  part,  on  security  measures affecting the digital
content.  The  delivery  of  VOD  programming  requires  the  use  of encryption
technology  to  assure that only those who pay can receive the program. Theft of
cable  programming  has occurred in the past and may likewise occur with respect
to  VOD programming. Content providers must be satisfied with the encryption and
other  security  measures  available  for  VOD  applications.

WE  CANNOT  ASSURE  YOU  THAT  OUR  PRODUCTS  AND  SERVICES  WILL KEEP PACE WITH
TECHNOLOGICAL DEVELOPMENTS AND EMERGING INDUSTRY STANDARDS, ADDRESS THE CHANGING
NEEDS  OF  OUR  CUSTOMERS  OR  ACHIEVE  MARKET  ACCEPTANCE.

     The  markets  for  our  products  are  characterized  by  rapidly  changing
technology,  evolving  industry  standards  and  new  product  introductions and
enhancements.  There can be no assurance that we will be successful in enhancing
our  real-time  or  VOD  products or developing, manufacturing and marketing new
products  that satisfy customer needs or achieve market acceptance. In addition,
services, products or technologies developed by others may render one or more of
our  products  or  technologies  uncompetitive, unmarketable or obsolete. Future
technological  advances  in  the  real-time, television and video industries may
result  in the availability of new products and services that could compete with
our  solutions  or  reduce the cost of existing products or services. Our future
success will depend on our ability to continue to enhance our existing products,
including development of new applications for our technology, and to develop and
introduce  new  products to meet and adapt to changing customer requirements and
emerging  technologies. Further, announcements of currently planned or other new
product  offerings  by  our  competitors  may  cause customers to defer purchase
decisions  or to fail to purchase our existing solutions. Our failure to respond
to  rapidly changing technologies could adversely affect our business, financial
condition  and  results  of  operations.

     Recent  attempts  to  establish  industry-wide  standards  for  interactive
television  software  include  an  initiative  by cable network operators in the
United  States  to  create  a uniform platform for interactive television called
OpenCable. The OpenCable standard is not yet defined, and we do not know whether
our VOD system will be compatible with OpenCable or any other industry standard.
The  establishment  of  this standard or other industry standards could hurt our
VOD  business, particularly if our products require significant redevelopment in
order  to  conform  to  the  newly  established  standards.

WE  ARE  SUBJECT  TO  GOVERNMENTAL  REGULATION,  AS  IS THE TELEVISION INDUSTRY.

     We are subject to various international, U.S. federal, state and local laws
affecting our VOD and real-time businesses. Any finding that we have been or are
in  noncompliance  with  such  laws  could  result  in,  among  other  things,
governmental  penalties.  Further,  changes  in  existing  laws  or new laws may
adversely  affect  our  business.


                                      -26-
<PAGE>
     The  television  industry  is subject to extensive regulation in the United
States  and  other  countries.  Our VOD business is dependent upon the continued
growth  of  the  digital  television  industry  in  the  United  States  and
internationally.  Television  operators  are  subject  to  extensive  government
regulation  by the Federal Communications Commission and other federal and state
regulatory agencies. These regulations could have the effect of limiting capital
expenditures  by  television  operators  and  thus could have a material adverse
effect  on  our  business,  financial  condition  and results of operations. The
enactment  by  federal,  state  or  international  governments  of  new  laws or
regulations  could  adversely  affect  our cable operator customers, and thereby
materially  adversely  affect  our  business, financial condition and results of
operations.

WE MAY BE SUBJECT TO LIABILITY IF PRIVATE INFORMATION SUPPLIED TO OUR CUSTOMERS,
INCLUDING  MSOS,  IS  MISUSED.

     Our  VOD  systems  allow  cable  operators  to  collect  and  store  video
preferences  and  other  data  that  many  viewers  may  consider  confidential.
Unauthorized  access or use of this information could result in liability to our
customers,  and  potentially  us, and might deter potential VOD viewers. We will
have  no  control over the policy of our customers with respect to the access to
this  data  and  the  release  of  this  data  to  third  parties.

     OTHER  RISKS

WE  HAVE  IMPLEMENTED  CERTAIN  ANTI-TAKEOVER PROVISIONS THAT COULD MAKE IT MORE
DIFFICULT  FOR  A  THIRD  PARTY  TO  ACQUIRE  US.

     Provisions  of  Delaware law and our restated certificate of incorporation,
amended  and restated bylaws, and rights plan could make it more difficult for a
third  party  to  acquire  us,  even  if  doing  so  would  be beneficial to our
stockholders.

     We  are subject to certain Delaware anti-takeover laws regulating corporate
takeovers. These anti-takeover laws prevent a Delaware corporation from engaging
in  a  business  combination  involving a merger or sale of more than 10% of its
assets  with  any  stockholder,  including  affiliates  and  associates  of  the
stockholder,  who  owns  15%  or more of the outstanding voting stock, for three
years  following  the  date  that  the  stockholder  acquired 15% or more of the
corporation's  stock  unless:

     -    the board of directors  approves the transaction where the stockholder
          acquired 15% or more of the corporation's stock;

     -    after the transaction  where the  stockholder  acquired 15% or more of
          the  corporation's  stock,  the stockholder  owned at least 85% of the
          corporation's  outstanding  voting  stock,  excluding  shares owned by
          directors,  officers,  and  employee  stock  plans in  which  employee
          participants do not have the right to determine confidentially whether
          shares  held under the plan will be  tendered  in a tender or exchange
          offer; or

     -    on or after this date,  the merger or sale is approved by our board of
          directors and the holders of at least  two-thirds  of the  outstanding
          voting stock that is not owned by the stockholder.

     A  Delaware  corporation  may  opt  out  of these anti-takeover laws if its
certificate  of  incorporation  or  bylaws  so provide. We have not opted out of
these laws. As such, these laws may prohibit or delay mergers or other takeovers
or  changes  of  control  of  our  company  and may discourage attempts by other
companies  to  acquire  us.

     There  are  provisions in our restated certificate of incorporation and our
amended  and  restated  bylaws  that  also  may  delay,  deter or impede hostile
takeovers  or  changes  of  control.  These  provisions  include:


                                      -27-
<PAGE>
     -    all  stockholder  actions  must be taken at a duly  called  meeting of
          stockholders,  unless  holders of 100% of our shares of stock entitled
          to vote execute a written consent;

     -    stockholders  seeking to bring  business  before an annual  meeting or
          seeking to nominate candidates for election as directors, must provide
          advance notice thereof; and

     -    the  authority  of our  board  to  issue up to 25  million  shares  of
          preferred  stock and to determine the price,  rights,  preferences and
          privileges of these shares, without stockholder approval.

     In addition, we have a rights plan, also known as a poison pill. The rights
plan  has  the potential effect of significantly diluting the ownership interest
in  our  company  of any person that (1) acquires beneficial ownership of 30% or
more  of  our  common stock, (2) acquires beneficial ownership of 20% or more of
our  common  stock and subsequently engages in specified transactions with us or
(3)  commences  a tender offer that would result in a person or group owning 30%
or  more  of  our  common  stock. Therefore, our rights plan could discourage an
attempt  or  render  it  more  expensive or difficult to obtain control of us by
means  of  a  tender  offer,  merger  or  otherwise.

IN  THE FUTURE, WE MAY NEED TO RAISE ADDITIONAL CAPITAL. THIS CAPITAL MAY NOT BE
AVAILABLE  ON  ACCEPTABLE  TERMS,  IF  AT  ALL.

     During the next twelve months, we expect to meet our cash requirements with
existing  cash,  cash  equivalents  and  short-term  investments, cash flow from
operations  and  available  debt.  After  that,  we may need to raise additional
funds.  We cannot be certain that we will be able to obtain additional financing
on  favorable terms, if at all. If we cannot raise funds on acceptable terms, if
and  when  needed,  we  may  not  be able to develop or enhance our products and
services,  take  advantage of future opportunities, grow our business or respond
to  competitive  pressures  or  unanticipated  requirements.

OUR STOCK PRICE HAS BEEN VOLATILE IN THE PAST AND MAY BE VOLATILE IN THE FUTURE.

     Our  common  stock  is traded on The Nasdaq National Market. For the fiscal
year  ended  June  30, 2000, the high and low closing prices, as reported on The
Nasdaq  National Market, were $27.25 and $5.38 respectively. The market price of
our  common  stock  may  fluctuate  significantly  in  the future in response to
various  factors,  some of which are beyond our control, including the following
and  the  other  risks  discussed  under  the  heading  "Risk  Factors:"

     -    variations in our quarterly operating results;

     -    changes  in   securities   analysts'   estimates   of  our   financial
          performance;

     -    the development of the VOD market in general;

     -    changes in market valuations of similar companies;

     -    announcement  by us  or  our  competitors  of  significant  contracts,
          acquisitions,   strategic  partnerships,  joint  ventures  or  capital
          commitments;

     -    loss  of  a  major   customer  or  failure  to  complete   significant
          transactions;

     -    additions or departures of key personnel; and

     -    fluctuations in stock market price and volume.


                                      -28-
<PAGE>
     In  addition,  in  recent years the stock market in general, and The Nasdaq
National  Market  and  the  market  for technology companies in particular, have
experienced extreme price and volume fluctuations. These fluctuations have often
been  unrelated  or  disproportionate  to  the  operating  performance  of these
companies. These market and industry factors may materially and adversely affect
our  stock  price,  regardless  of  our  operating  performance.

     In  the  past,  class  action  litigation  often  has  been brought against
companies  following  periods  of  volatility  in  the  market  price  of  those
companies'  common  stock.  We may become involved in this type of litigation in
the future. Litigation is often expensive and diverts management's attention and
resources,  which  could materially and adversely affect our business, financial
condition  and  results  of  operations.


                                      -29-
<PAGE>
ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits:

        (10.1)     Loan  and  Security  Agreement  Between  Concurrent  Computer
                   Corporation and Wachovia  Bank,  N.A.  Dated November 3, 2000

        (11)       Statement  on  computation  of  per  share  earnings

        (27)       Financial  Data  Schedule

(b)     Reports  on  Form  8-K.

        None.


                                      -30-
<PAGE>
                                   SIGNATURES


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  amendment  to  the quarterly report for the
quarter  ended  September 30, 2000 to be signed on its behalf by the undersigned
thereunto  duly  authorized.


Date:  July 16, 2000         CONCURRENT  COMPUTER  CORPORATION




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


                                      -31-
<PAGE>