Filed: February 11, 1999                         Registration No. ____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.
                               -------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                               -------------------
                            COMPUTER CONCEPTS CORP.
             (Exact name of registrant as specified in its charter)

         Delaware                                       11-2895590
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

  80 Orville Drive, Bohemia, New York                     11716
(Address of principal executive offices)                (Zip Code)

                              Stock Incentive Plans
                        1998 Incentive Stock Option Plan

                            (Full Title of the Plan)

                        Daniel DelGiorno, Jr., President
                             Computer Concepts Corp.
                                80 Orville Drive
                             Bohemia, New York 11716
                     (Name and address of agent for service)

                                 (516) 244-1500
          (Telephone number, including area code, of agent for service)
                               -------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================
Title of Each                      Proposed             Proposed             
Class of                           Maximum              Maximum            Amount of
Securities         Amount to be    Offering Price Per   Aggregate          Registration 
to be Registered   Registered      Security (1)         Offering Price(1)  Fee
---------------------------------------------------------------------------------------
<S>               <C>                <C>                 <C>                <C>      
Common Stock,     4,492,319 (2)(3)   $2.3125             $10,388,488        $2,888.00
$.0001
per share
=======================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the  average of high and low prices of the  Company's  Common  Stock on the
NASDAQ on February 10, 1999.
(2) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable  pursuant to anti-dilution  and
adjustment provisions of the Plan.
(3) Includes  shares issued and issuable upon exercise of options under the 1998
Incentive Stock Option Plans as approved October 8, 1998.
</FN>
=======================================================================================
</TABLE>
<PAGE>
                                   PROSPECTUS
                                   ----------
     This Prospectus relates to up to an aggregate  4,492,319 shares,  including
2,230,084  shares issued and 2,262,235  shares issuable upon exercise of options
of the Common stock $.0001 par value (the "Common  Stock") of Computer  Concepts
Corp.  ("Computer  Concepts  Corp."  or  the  "Company")  and is to be  used  in
connection  with the reoffer and resale of such  shares of Common  stock  and/or
shares issuable upon exercise of options (the "Options")  which have been issued
or are issuable to directors, officers, employees and consultants of the Company
(the  "Selling  Stockholders"),  some of whom  are  affiliates  of the  Company,
pursuant to the Company's  1998  Incentive  Stock Option Plans and certain share
grants pursuant to written compensation agreements  (collectively referred to as
the  "Plans").  The amount of Common Stock to be  reoffered or resold  hereby by
each Selling Stockholder who is an affiliate,  and any other person with whom he
or she is acting in  concert  for the  purpose of  selling  Common  Stock of the
Company, may not exceed,  during any three month period, the amount specified in
Rule 144 (e) of the Securities Act of 1933, as amended (the  "Securities  Act").
See "Selling  Stockholders" and "Plan of Distribution."  The Common Stock may be
offered by the Selling  Stockholders  from time to time in  transactions  on the
National  Association of Securities  Dealers,  Inc.,  Automated Quotation System
("NASDAQ")  in  negotiated  transactions,  through the writing of options on the
Common Stock, or a combination of such methods of sale, at fixed prices that may
be changed,  at market prices  prevailing at the time of sale, at prices related
to  such  prevailing  market  prices  or  at  negotiated   prices.  The  Selling
Stockholders may effect such  transactions by the sale of the Common Stock to or
through broker-dealers,  and such broker-dealers may receive compensation in the
form of discounts,  concessions  or  commissions  from the Selling  Stockholders
and/or the purchasers of the Common Stock for whom such  broker-dealers  may act
as agent or to whom they may sell as principal, or both (which compensation to a
particular  broker-dealer  might be in excess  of  customary  commissions).  The
Selling  Stockholders and any broker-dealer who acts in connection with the sale
of Common Stock  hereunder  may be deemed to be  "underwriters"  as that term is
defined in the Securities Act. The Selling Stockholders may also sell the Common
Stock pursuant to all of the terms and conditions of Rule 144 promulgated  under
the Securities Act or any other exemption from the registration  requirements of
the Act  which  may be  applicable.  See  "Selling  Stockholders"  and  "Plan of
Distribution." The Company will not receive any of the proceeds from the sale of
the Common Stock by the Selling Stockholders, however, to the extent options are
exercised, it will receive the applicable option exercise premiums.

     The  Company's  Common Stock is listed on the NASDAQ Small Cap Market under
the Symbol  "CCEE." On February 10, 1999,  the last  reported  sale price of the
Common Stock as reported by NASDAQ was $2.00 per share.

     The Company will bear all expenses (other than  underwriting  discounts and
selling  commissions,  and fees and expenses of counsel or other advisors to the
Selling  Stockholders)  in connection with the  registration of the Common Stock
being offered hereby, which expenses are estimated to be approximately $15,000.

AN INVESTMENT IN THE SECURITIES  OFFERED HEREBY  INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS."

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  COMMISSION  PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

     No one  has  been  authorized  to  give  any  information  or to  make  any
representation  not contained or incorporated by reference in this Prospectus in
connection with this offering.  Any information or representation  not contained
or  incorporated  by  reference  herein  must not be relied  on as  having  been
authorized by the Company.  This Prospectus does not consummate an offer to sell
or the  solicitation  of an offer to buy the  securities  offered  hereby in any
state to any person to whom it is unlawful  to make such offer or  solicitation.
Except where  otherwise  indicated,  this  Prospectus  speaks as of its date and
neither the delivery of this Prospectus nor any sale made hereunder shall, under
any  circumstances,  create an implication  that there has been no change in the
affairs of the Company since the date hereof.

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


          The date of this Prospectus is February 11, 1999
<PAGE>
                                  INTRODUCTION

     Computer Concepts Corp. ("CCC" or the "Company") is a Delaware  corporation
originally  organized  on August  27,  1987  under  the  corporate  name  Unique
Ventures,  Inc. As of April 22, 1989, the Company was restructured and initiated
its first business  activities in regard to research and development of computer
software and hardware technology as a development stage company in the data-base
information  retrieval area, and effective  September 20, 1989, changed its name
to Computer Concepts Corp. Effective October 31, 1990, the Company acquired Ramp
Associates,  Inc. as a subsidiary which provided software  consulting  services.
Effective  September  1,  1993,  the  Company  acquired  Softworks,  Inc.  as  a
subsidiary  which  develops,   markets  and  sells  mainframe  computer  systems
management  software.  The Company eliminated the Ramp Associates,  Inc. line of
consulting  services  effective  December  1993.  In June of 1994,  the  Company
acquired the Superbase software technology, and effective December 31, 1994, the
Company acquired MapLinx Corp. as a subsidiary, which provides PC based software
that  allows for  geographical  presentation  of  database  information.  During
December  1994,  the Company  also  acquired  DBopen,  Inc.,  which  provides PC
database  administration tools employing  client/server  technology.  Subsequent
thereto,   the  Company  sold  MapLinx  Corp.,  the  Superbase   technology  and
discontinued the DBopen  products.  In 1998, the Company has sold or transferred
shares of its Softworks,  Inc.  subsidiary in conjunction with an Initial Public
Offering in August, 1998 (SWRX: NASDAQ; NMS), and the raising of capital through
the sale of such shares,  the acquisition of certain assets and in fulfilment of
corporate  obligations.  The Company  now owns and  operates  computer  software
development, marketing and sales and related services operations in New York and
subsidiary  operations in Virginia  with  subsidiary  branch  offices in several
additional states and Europe, Australia and South America. Its executive offices
are  located  at 80 Orville  Drive,  Bohemia,  New York 11716 and its  telephone
number at that address is (516) 244-1500.

                              AVAILABLE INFORMATION

     The Company is subject to the  information  requirements  of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  filed by the  Company can be  inspected  and
copied at the public  reference  facilities  maintained by the Commission at 450
Fifth  Street,  N. W.,  Judiciary  Plaza,  Washington,  D. C.  20549  and at the
Commission's  regional  offices located at 500 West Madison Street,  Suite 1400,
Chicago,  Illinois  60661-2511  and at 7 World Trade Center,  New York, New York
10048.

     The Company has filed with the Commission a Registration  Statement on Form
S-8 under the Securities Act, with respect to the shares of Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration  Statement  and the exhibits  and  schedules  thereto.  For further
information  with respect to the Company and the shares of Common Stock  offered
hereby,  reference is hereby made to the  Registration  Statement,  exhibits and
schedules.
<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Company  hereby  incorporates  by reference  into this  Prospectus  the
following:

      (a) Report  on Form  10-K  for the  year  ended  December  31,  1997,  and
          including  specifically the Consolidated  Financial Statements for the
          years ended December 31, 1997, 1996 and 1995, as reported on by Hays &
          Company;

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934  since  the end of the  fiscal  year
          covered by the Registrant document referred to in (a) above.

     All documents filed by the Company  pursuant to Sections  13(a),  13(c), 14
and 15(d) of the  Exchange  Act  subsequent  to the date hereof and prior to the
filing  of a  post-effective  amendment  to  the  Registration  Statement  which
indicates that all shares of Common Stock offered hereby have been sold or which
deregisters all shares of Common Stock then remaining unsold, shall be deemed to
be  incorporated  by reference into this Prospectus and to be a part hereof from
the date of filing of such documents.

     Any statement  contained herein or in a document  incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that such statement is modified or
superseded by a statement  contained herein or in a subsequently  filed document
which also is or is deemed to be  incorporated  by  reference  herein.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Prospectus.

     The Company will provide,  without  charge,  to each person  (including any
beneficial  owner) to whom this  Prospectus is  delivered,  upon written or oral
request of such person,  a copy of any and all of the information  that has been
incorporated  by reference in this  Prospectus  (not including  exhibits to such
information unless such exhibits are specifically incorporated by reference into
such information).  Such requests should be directed to Office of the President,
at the Company's executive offices at 80 Orville Drive, Bohemia, New York 11716,
telephone number (516) 244-1500.
<PAGE>
                                  RISK FACTORS

RISK FACTORS

        The securities  offered hereby are speculative and involve a high degree
of risk. Only those persons able to lose their entire investment should purchase
these securities. Prospective investors, prior to making an investment decision,
should  carefully read this  prospectus  and consider,  along with other matters
referred to herein, the following risk factors:

        1. Need for Additional Funds.  Based on current levels of operations and
commitments, the Company anticipates that it will need to generate positive cash
flows from  operations  in order to decrease its  dependency  on cash flows from
financing  activities.  Adequate  funds for the  Company's  businesses  on terms
favorable to the Company,  whether through  additional  equity  financing,  debt
financing,  the sale of additional shares of Softworks,  Inc., or other sources,
may not be  available  when  needed and may result in  significant  dilution  to
existing  stockholders.  Further,  although  the  Company  has a limited  credit
facility arrangement,  there is no assurance that such facility will be adequate
for needs  which may arise in the  future,  and the Company has no other bank or
credit  facility or other readily  available  access to debt  financing.  If the
Company is unable to secure  additional  funding  when  required,  it would most
likely  decrease or eliminate  certain  current or expansion  activities or sell
certain of its  operations  or  interests  in its  subsidiary.  Ultimately,  its
inability to obtain  sufficient  funds from operations or external sources would
have a material adverse effect on its financial condition and viability.

     2. Lack of  Profitable  Operations  and Cash Flow from  Operations;  Future
Profitability Uncertain. The Company first acquired operating assets in April of
1989. It has incurred net losses of approximately  $18,365,000,  $18,953,000 and
$12,385,000 for the years ended December 31, 1995, 1996 and 1997,  respectively,
and  although it reported a net profit of  $8,728,000  for the nine months ended
September 30, 1998, it had cumulative  losses of $73,013,000  through  September
31,  1998,  and may incur  additional  losses  in the  course  of  building  its
business.  The  profitability  of the Company under its current business plan is
substantially  dependent upon the  successful  exploitation  of its  d.b.Express
technology.  There  can be no  assurances  that  the  Company  will  be  able to
successfully  exploit the  d.b.Express  technology,  and the Company  received a
"going concern" opinion in its 1997 Consolidated Financial Statements.

     3.  Limited  Operating  History.   The  Company  acquired  or  started  its
businesses in 1989.  Effective  October 1990, it acquired Ramp Associates,  Inc.
and  effective  September  1993,  it  acquired  Softworks,  Inc.,  both of which
operated as private self-sufficient  companies prior to their acquisition by the
Company.  The Company  eliminated the Ramp  Associates,  Inc. line of consulting
services effective December 1993. The Company purchased the "Superbase" database
software technology in June 1994 and acquired DBopen Inc., and MapLinx,  Inc. in
December 1994.  Subsequent to these acquisitions,  as a result of limited sales,
changing market conditions and management's  decision to focus its activities on
exploitation  of d.b.Express  and Softworks,  management  determined to sell the
"Superbase" technology assets (sold in the second quarter of 1996),  discontinue
the DBopen related products and sold the net assets of MapLinx in 1997. In June,
1998, the Company  acquired  assets rights  related to the software  product now
known as  ComputerCOP  which the Company is  actively  marketing.  Although  the
Company has taken the steps it believes are necessary to exploit d.b.Express and
ComputerCOP,  there  can be no  assurance  that the  Company's  efforts  will be
successful in this regard. To date, revenues generated from d.b.Express products
have been insignificant.

        The Company's  products have generated  revenues of $31,855,000  for the
nine  months  ended  September  30,  1998,  and  $29,738,000,  $19,030,000,  and
$16,302,000 for the years ended December 31, 1997, 1996 and 1995, respectively.

        4.  Potential  Adverse  Impact on Market  Price of Shares  Eligible  for
Future Sale.  The Company has  approximately  20,400,000  shares of Common Stock
outstanding  as of  February  8, 1999,  of which  approximately  14,400,000  are
<PAGE>
currently without  restriction on resale. The influx of all of this Common Stock
on the  market  together  with the  4,492,319  (if all  options  are  earned and
exercised) shares registered herein , could have a significant adverse effect on
the market for, as well as the price of, the Common  Stock.  If all  outstanding
options and warrants,  including  options  registered  herein and/or  subject to
various performance requirements  (approximately 2,700,000), were exercised, the
outstanding shares would total approximately 23,200,000 shares. A decline in the
market  price also may make the terms of future  financings  which  involve  the
Company's Common Stock or the use of convertible debt more burdensome.  Although
the  exercise of options  would  result in  significant  proceeds to the Company
(approximately $9,800,000 if all outstanding warrants and options are earned and
are exercised  for cash),  the impact of any  significant  number of such shares
entering the market would likely have a negative  impact on the market price for
the Company's  Common Stock.  The Company  increased  its  authorized  number of
shares of common stock from  60,000,000 to  150,000,000  on March 22, 1996,  and
effected a reverse  stock split in a ratio of 1 for 10 on March 30, 1998,  while
maintaining the authorization for 150,000,000 shares of authorized common stock.


        5.  Competition.  The  Company's  products  are  marketed  in  a  highly
competitive   environment   characterized  by  rapid  change,  frequent  product
introductions and declining  prices.  Further,  the Company's  personal computer
products  have been  designed  specifically  for use on the Intel x86  family of
computers, utilizing other well known database products. A decline in the use of
this type of personal  computer or the emergence of competitive  platforms could
materially  adversely affect the market for the Company's products.  The Company
considers  certain  end-user data access tool and executive  information  system
software  companies to be  competitors  of its  d.b.Express  product,  including
Trinzic  Corporation,  Cognos,  Inc.,  Comshare Corp., and Pilot Software,  Inc.
While the Company believes that d.b.Express can compete effectively against such
companies'  product  offerings based on ease of use, lack of  programming,  data
access,  speed and price,  no assurance can be given in this regard.  Certain of
Softworks' products compete with products from Boole & Babbage, Legent Corp. and
BMC, and while the Company believes that Softworks' products compete effectively
based on quality of product,  support and price,  no assurances  can be given in
this regard.  Many of the Company's existing and potential  competitors  possess
substantially  greater  financial,  marketing and technology  resources than the
Company.

        6.  Current  Litigation.  The Company and  certain of its  officers  and
 directors  are  parties  to  several  lawsuits.  While the  Company  intends to
 vigorously defend these actions, any substantial judgment against the Company
would have a material adverse effect on its financial condition and threaten the
Company's viability.

        7.  Seasonality.   The  Company's   quarterly  results  are  subject  to
fluctuations from a wide variety of factors  including,  but not limited to, new
product introductions,  domestic and international economic conditions, customer
budgetary  considerations,  the timing of product  upgrades and customer support
agreement  renewal cycles. As a result of the foregoing  factors,  the Company's
operating results for any quarter are not necessarily  indicative of results for
any future period.

        8. Dependence on Key Personnel.  The Company is highly  dependent on its
executive officers and management personnel,  the loss of any of whom could have
an  adverse  affect  upon its  operations.  While  the  Company  has  employment
agreements with several management persons, it has no employment agreements with
its  principal  executive  officers.  Should any of the members of the Company's
senior  management  be unable or unwilling to continue in their present roles or
should such person  determine to enter into  competition  with the Company,  the
Company's prospects could be adversely  affected.  The Company's success is also
dependent  upon its  ability  to  attract,  retain and  motivate  highly-trained
technical,  marketing, sales and management personnel. The inability to attract,
retain  and  motivate  personnel  required  for  development,   maintenance  and
expansion of the Company's  activities  could adversely  affect its business and
prospects.

        9.  Substantial  Number  of  Outstanding  Shares  of  Common  Stock  and
Volatility in Trading Price. The Company has approximately  20,400,000 shares of
Common  Stock  outstanding  as of  February  8,  1999,  of  which  approximately
14,400,000  are  currently  without  restriction  on  resale.  Potential  future
acquisitions  could result in the issuance of substantial  additional  shares of
Common Stock.  The price of the Company's Common Stock is subject to fluctuation
and has increased and decreased  substantially  during 1996,  1997 and 1998. The
trading  activity in the Company's Common Stock also varies from time to time so
that, at any given time,  the sale of a large block could  adversely  affect the
market price of its Common Stock.
<PAGE>
        10. Risk of Rapid Growth and Business Expansion. The Company is pursuing
a rapid growth strategy that has involved and is expected to continue to involve
significant  growth  over at  least  the next  twelve  months.  There  can be no
assurance  that the  Company  will  successfully  achieve  its  planned  growth.
Accomplishing its objectives will depend upon a number of factors, including the
Company's   ability  to  develop  products   internally  with  emphasis  on  the
exploitation  of  its  d.b.Express  product,   and/or  the  ability  to  acquire
successful  products  or  technologies..  In  addition,  the  Company  may incur
development,  acquisition or expansion costs that represent a higher  percentage
of total revenues than larger or more established companies, which may adversely
affect the Company's results of operations.

        11. No Credit  Facility.  The Company has a limited bank credit facility
arrangement  which is limited to specific  contracts in progress,  and otherwise
has no credit  facility and has no other  significant  assets other than account
receivables or common stock ownership  interests in Softworks,  Inc. which would
be available to collateralize any future borrowings.  Accordingly, the Company's
business  could be adversely  affected in the event that it has a need for funds
in amounts  greater than its cash on hand,  which it is unable to obtain through
debt or equity  financing,  which  could  result  in the need to sell  assets or
common stock ownership interests in its subsidiary.

        12. No  Dividends.  The Company has not  declared or paid,  and does not
anticipate  declaring or paying in the foreseeable future, any cash dividends on
its Common  Stock.  The Company's  ability to pay  dividends is dependent  upon,
among other things,  future earnings,  the operating and financial  condition of
the Company,  its capital  requirements,  general business  conditions and other
pertinent  factors,  and is subject to the discretion of the Board of Directors.
Accordingly,  there is no assurance  that any dividends will ever be paid on the
Company's Common Stock.

        13.  Importance of and Risks Relating to Intellectual  Property  Rights.
The computer software industry is characterized by extensive use of intellectual
property  protected by copyright,  patent and trademark laws.  While the Company
believes that it does not infringe on the  intellectual  property  rights of any
third  parties  in  the  conduct  of  its  business,  allegations  of  any  such
infringement, or disputes or litigations relating thereto, could have a material
adverse affect on the Company's business and financial condition. Also, if third
parties were to be permitted to use the Company's proprietary technology without
the Company's  consent or without the Company being  compensated  therefor,  the
Company  believes that one of its  competitive  advantages  could be eroded.  No
assurance  can  be  given  that  the  Company's   patents  and  copyrights  will
effectively  protect the Company from any copying or emulation of the  Company's
products in the future.

        14. Lack of Managing  Underwriter.  The sale of the Common  Stock of the
Selling  Stockholders  will  not be  coordinated  or  controlled  by a  managing
underwriter.  Certain Selling Stockholders may be deemed to be underwriters,  as
such term is defined by the Securities Act. Selling  Stockholders  will,  during
the distribution  period, also be subject to the restrictions on their purchases
and sales of  Common  Stock as set  forth in Rules  10b-6  and  10b-7  under the
Exchange Act. See "Selling Security holders" and "Plan of Distribution."

        15.  Potential  Impact If Rule 15G Becomes  Applicable  to the Company's
Securities. Rule 15G of the Securities Act of 1934 provides certain requirements
for the sale of  securities  which  are  classified  as "penny  stocks."  As the
Company exceeds the stock price, asset and revenue parameters for classification
as a penny stock (more than $5.00, less than $2 million of tangible assets or $6
million of revenues for  companies in business more than three years) and trades
on the  NASDAQ  exchange  (Small  Cap  Market)  those  rules  are not  currently
applicable  to the  Company.  However,  in the event,  the Company were to be so
classified in the future, the compliance requirements for the sale of securities
under  Rule  15G  could  have a  negative  effect  on the  marketability  of the
Company's securities.

        16. Potential Loss of Entire Investment in the Company's Securities.  An
investment  in the  securities  of the  Company  involves a high degree of risk,
including the potential total loss of the investment.

                              SELLING STOCKHOLDERS

        Certain of the Selling  Stockholders  whose  shares of Common  Stock are
registered  by the  Registration  Statement and covered by this  Prospectus  are
<PAGE>
"Affiliates"  of the  Company  as  that  term  is  defined  in  Rule  405 of the
Securities  Act.  Such  shares  of  Common  Stock are  issuable  to the  Selling
Stockholders  under  the Plan.  Additional  shares  of  Common  Stock  which are
registered by the  Registration  Statement  and which become issued  pursuant to
options issued to the Selling  Stockholders  may be added to this  Prospectus by
supplements hereto.

        The amount of Common  Stock to be  reoffered  or resold by each  Selling
Stockholder  hereby who is an  Affiliate,  and any other  person  with whom each
Selling  Stockholders  is acting in concert  for the  purpose of selling  Common
Stock of the Company,  is limited by Rule 144(e) of the Securities Act, which as
currently  in effect would  prohibit  such  reoffers or resales from  exceeding,
during any three  month  period,  the  greater of (i) one  percent of the Common
Stock  outstanding as shown by the most recent report or statement  published by
the Company, or (ii) the average weekly reported volume of trading in the Common
Stock  reported by NASDAQ during the four calendar  weeks  preceding the date of
receipt of the order to  execute  the  transaction  by the broker or the date of
execution of the transaction directly with a market maker.

        The names of the  Selling  Stockholders  and  certain  information  with
respect  to them are  listed  below.  Except as  otherwise  noted,  none of such
persons has had any material relationship with the Company during the past three
years.

<TABLE>
<CAPTION>
                                                           Amount of      Percentage of
                               Amount of                   Common         Outstanding
                               Common          Amount of   Stock to be    Common Stock
                               Stock           Common      Owned if       to be Owned if
Name of                        Beneficially    Stock to be all Shares     all Shares
Selling                        Owned Prior     Offered     Offered Hereby Offered Hereby
Stockholder                    to Offering*    Hereby      are Sold       are Sold **
-----------                    ------------    ----------- -------------- --------------
<S>                            <C>           <C>             <C>             <C>   
Athans, Leigh                      3,050         2,000         1,050         ***
Balan, Sajay                       7,110         3,000         4,110         ***
Beach, Brian                       5,500         5,000           500         ***
Beal, Ross                       115,000       115,000          --           ***
Beige, Stephanie                  45,250        45,000           250         ***
Bonefede, Michael                  2,500         2,500          --           ***
Brander, Roni                      7,060         2,000         5,060         ***
Cannavino, James                 160,000       160,000          --           ***
Castoro, Michael                  15,850         5,000        10,850         ***
Coppola, Anthony                 248,875       115,000       133,875         ***
Cruz, Hector                      15,000        15,000          --           ***
Dageyev, Igor                      7,350         3,000         4,350         ***
DeKama, Joseph                    12,500        12,500          --           ***
Dengler, Chris                     6,500         3,000         3,500         ***
Devine, Robert                   102,500       100,000         2,500         ***
Dietl, Jaclyn                      3,500         3,000           500         ***
Eisenberg, Michael               215,000       215,000          --           ***
Esman, Toby                       10,000        10,000          --           ***
Giorgi, Emerald                   26,000        25,000         1,000         ***
Heuzey, Doug                      21,235         7,500        13,735         ***
Johnston, Tim                     11,750         5,000         6,750         ***
Joseph, Gene                       5,000         5,000          --           ***
Kale, Udayan                       7,110         3,000         4,110         ***
Karas, Kathy                       8,500         8,500          --           ***
Koenig, Michael                   22,160         7,500        14,660         ***
Kolenik, Michelle                  1,000         1,000          --           ***
Leap, Arnold                      32,950        10,000        22,950         ***
Levine, Michael                    3,260         2,000         1,260         ***
Markus, Joseph                   701,084       701,084          --           ***
Mata, Corina                       8,260         3,000         5,260         ***
Medina, Augustin                  49,764        25,000        24,764         ***
Messier, Mary Kay                250,000       250,000          --           ***
Neely, Linda                     150,000       150,000          --           ***
O'Mahoney, Elena                   2,950         2,000           950         ***
Quinn, Peter                     175,000       175,000          --           ***
Rybalko, Oleg                     10,010         3,000         7,010         ***
Safaniev, Greg                     3,750         3,000           750         ***
Seldin, Lawrence                   8,000         7,500           500         ***
Whitney, Allison                   3,260         2,000         1,260         ***
Wright, Warren                    15,000        15,000          --           ***
Yan, Robert                        7,100         3,000         4,100         ***
                               ---------     ---------       -------
                               2,505,688     2,230,084       275,604
<PAGE>
<FN>
*    Includes shares issuable upon exercise of options
**   Based on approximately  23,200,000 shares deemed outstanding if all options
     are exercised.
***  Less than one percent
</FN>
</TABLE>

                              PLAN OF DISTRIBUTION

     The Common  Stock may be offered by the Selling  Stockholders  from time to
time in transactions on NASDAQ, in negotiated transactions,  through the writing
of options on the Common  Stock,  or a  combination  of such methods of sale, at
fixed prices that may be changed,  at market  prices  prevailing  at the time of
sale,  at prices  related  to such  prevailing  market  prices or at  negotiated
prices. The Selling Stockholders may effect such transactions by the sale of the
Common Stock to or through  broker-dealers,  and such broker-dealers may receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
Selling  Stockholders  and/or the  purchasers  of the Common Stock for whom such
broker-dealers  may act as agent or to whom they may sell as principal,  or both
(which  compensation  to a  particular  broker-dealer  might  be  in  excess  of
customary commissions).  The Selling Stockholders and any broker-dealer who acts
in  connection  with the sale of  Common  Stock  hereunder  may be  deemed to be
"underwriters" as that term is defined in the Securities Act, and any commission
received by them and any profit on any resale of the Common  Stock as  principal
might  be  deemed  to  be  underwriting  discounts  and  commissions  under  the
Securities Act. The Selling Stockholders also may sell the Common Stock pursuant
to all the terms and  conditions of Rule 144  promulgated  under the  Securities
Act.

                                 USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of the Common Stock
offered  hereby;  however,  the Company  would  receive the  exercise  price for
options exercised by Selling Stockholders.

                                  LEGAL MATTERS

     The legality of the  securities  offered hereby will be passed upon for the
Company by Daniel B. Kinsey,  P. C. Mr. Kinsey  beneficially owns 365,500 shares
of the Company's Common Stock .

                                     EXPERTS

   An opinion is included herein and in the  registration  statement in reliance
upon the authority of the firm of Daniel B. Kinsey,  P.C., as experts  regarding
the legality of the securities offered hereby.
<PAGE>
--------------------------------------------------------------------------------
No  dealer,  salesperson  or any other  person has been  authorized  to give any
information  or to make any  representations  in  connection  with this offering
other  than  those   contained   in  this   Prospectus.   Any   information   or
representations not herein contained,  if given or made, must not be relied upon
as having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a  solicitation  of an offer to buy any security other than the
securities  offered by this Prospectus,  nor does it constitute an offer to sell
or a  solicitation  of an  offer  to buy the  securities  by any  person  in any
jurisdiction where such offer or solicitation is not authorized, or in which the
person  making such offer is not qualified to do so, or to any person to whom it
is unlawful to make such offer or solicitation.  The delivery of this Prospectus
shall not, under any circumstances create any implication that there has been no
change in the affairs of the Company since the date hereof.

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

                                TABLE OF CONTENTS

                                                Page
                                                ----  
Introduction .................................   2
Available Information ........................   2
Incorporation of Certain Documents
     by Reference ............................   2
Risk Factors .................................   3
Selling Stockholders .........................   5
Plan of Distribution .........................   7
Use of Proceeds ..............................   7
Legal Matters ................................   7
Experts ......................................   7

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

                               4,492,319 Shares of
                                  Common Stock





                             COMPUTER CONCEPTS CORP.



                                   ----------

                                   PROSPECTUS

                                   ----------



                                February 11, 1999
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference.
             ---------------------------------------  
             The  Registrant   hereby   incorporates   by  reference  into  this
Registration Statement the documents listed in (a) through (c) below:

             (a)  The  Registrant's  latest  annual  report  filed  pursuant  to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  or either (I) the latest  prospectus  filed  pursuant  to Rule
                  424(b) under the Securities Act of 1933 that contains  audited
                  financial  statements for the Registrant's  latest fiscal year
                  for  which  such  statements  have  been  filed  or  (II)  the
                  Registrant's effective registration statement on Form 10 filed
                  under the Securities  Exchange Act of 1934 containing  audited
                  financial statements for the Registrant's latest fiscal year;

             (b)  All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Securities  Exchange  Act of  1934  since  the end of the
                  fiscal year covered by the Registrant  document referred to in
                  (a) above;

             (c)  The description of the class of securities to be offered which
                  is contained in a registration  statement  filed under Section
                  12 of the  Securities  Exchange  Act of  1934,  including  any
                  amendment  or report  filed for the purpose of  updating  such
                  description.

             All  documents  subsequently  filed by the  Registrant  pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities offered have been sold or which indicates that all securities offered
have been sold or which  deregisters all such securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing of such documents.

Item 4.      Description of Securities.
             -------------------------  
             Not applicable.

Item 5.      Interests of Named Experts and Counsel.
             --------------------------------------
             Not applicable.

Item 6.      Indemnification of Directors and Officers.
             -----------------------------------------  
             Under  the  provisions  of the  Certificate  of  Incorporation  and
By-Laws  of  Registrant,  each  person  who is or was a  director  or officer of
Registrant  shall be  indemnified  by  Registrant as of right to the full extent
permitted or authorized by the General Corporation Law of Delaware.

             Under such law, to the extent that such person is successful on the
merits of defense of a suit or proceeding  brought  against him by reason of the
fact that he is a director  or officer of  Registrant,  he shall be  indemnified
against expenses  (including  attorneys' fees) reasonably incurred in connection
with such action.

             If  unsuccessful  in  defense  of a  third-party  civil  suit  or a
criminal  suit is settled,  such a person  shall be  indemnified  under such law
against both (1) expenses (including  attorneys' fees) and (2) judgments,  fines
and  amounts  paid in  settlement  if he acted in good  faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant,  and with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.
<PAGE>
             If  unsuccessful in defense of a suit brought by or in the right of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

             The officers and  directors of the Company are covered by officers'
and directors'  liability  insurance.  The policy coverage is $2,000,000,  which
includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
deductible  for each  loss  under the  policy  of  $250,000,  for  officers  and
directors as a group of $50,000 and for each officer or director of $5,000.

Item 7.      Exemption from Registration Claimed.
             -----------------------------------
             Not applicable.

Item 8.      Exhibits.
             --------
               5    Opinion and consent of Daniel B. Kinsey, P. C.

               23.1 Consent of Daniel B. Kinsey, P. C. - included in the opinion
                    filed as Exhibit 5

               23.2 Consent  of Hays &  Company,  Independent  Certified  Public
                    Accountants

               24   Powers of Attorney.

 Item 9.     Undertakings.
             ------------
        (a)  The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made,
             a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective  date of the  Registration  Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in  the  aggregate,  represent  a  fundamental  change  in the
               information set forth in the Registration Statement;

               (iii) To include any  material  information  with  respect to the
               plan of distribution not previously disclosed in the Registration
               Statement  or any  material  change  to such  information  in the
               Registration  Statement;   provided,   however,  that  paragraphs
               (a)(l)(i) and (a)(l)(ii) do not apply if the information required
               to be included in a post-effective  amendment by those paragraphs
               is contained in periodic reports filed by the Registrant pursuant
               to section 13 or section 15(d) of the Securities  Exchange Act of
               1934  that are  incorporated  by  reference  in the  Registration
               Statement.

        (2) That,  for the  purposes  of  determining  any  liability  under the
        Securities  Act of 1933,  each such  post-effective  amendment  shall be
        deemed to be a new  Registration  Statement  relating to the  securities
        offered therein,  and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.
<PAGE>
        (3) To remove from  registration by means of a post-effective  amendment
        any of the  securities  being  registered  which  remain  unsold  at the
        termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against policy
as  expressed  in the Act and will be  governed  by final  adjudication  of such
issue.


                                 ***
<PAGE>
SIGNATURES

   Pursuant to the  requirements  of the  Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Bohemia, New York on the 11th day of February, 1999.

                            COMPUTER CONCEPTS CORP.

                            By:  /s/ Daniel Del Giorno, Sr.
                                     --------------------------------   
                                     Daniel Del Giorno, Sr., Chairman

                                POWER OF ATTORNEY

   Pursuant to the requirements of the Securities Act of 1933, as amended,  this
Registration  Statement  has been signed on February 11, 1999,  by the following
persons in the capacities  indicated.  Each person whose signature appears below
constitutes and appoints Daniel Del Giorno, Jr. and Russell Pellicano,  and each
of them  acting  individually,  with full  power of  substitution,  our true and
lawful  attorneys-in-fact  and  agents to do any and all acts and  things in our
name and on our behalf in our capacities indicated below which they or either of
them may deem necessary or advisable to enable Computer Concepts Corp. to comply
with the  Securities  Act of 1933, as amended,  and any rules,  regulations  and
requirements of the Securities and Exchange Commission,  in connection with this
Registration Statement including specifically, but not limited to, power
and authority to sign for us or any of us in our names in the capacities  stated
below, any and all amendments  (including  post-effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

        Signature                             Title
        ---------                             ------  
/s/ Daniel Del Giorno, Sr.           Chairman, Director
--------------------------
Daniel Del Giorno, Sr.

 /s/ Daniel Del Giorno, Jr.          President, Director
--------------------------
Daniel Del Del Giorno, Jr.

/s/ Jack S. Beige                    Director
--------------------------
Jack S. Beige

/s/ George Aronson                   Chief Financial Officer
--------------------------
George Aronson
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


================================================================================

                             COMPUTER CONCEPTS CORP.

================================================================================

                         Form S-8 Registration Statement

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


                             E X H I B I T I N D E X

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

                             Page No. in Sequential
Exhibit                                                  Numbering of all Pages,
Number      Exhibit Description                          including Exhibit Pages
-------     -------------------                          -----------------------

5       Opinion and Consent of Counsel. . . . . . . . . .

23.1    Consent of Counsel. . . . . . . . . . . . . . . .    See Exhibit 5

23.2    Consent of Hays & Company . . . . . . . . . . . .

24      Powers of Attorney. . . . . . . . . . . . . . . .    See signature page
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 52964}]
{"company-data": {"conformed-name": "COMPUTER CONCEPTS CORP /DE", "cik": "0000879703", "assigned-sic": "7373", "irs-number": "112895590", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72203", "film-number": "99532036"}, "business-address": {"street1": "80 ORVILLE DR", "city": "BOHEMIA", "state": "NY", "zip": "11716", "phone": "5162441500"}, "mail-address": {"street1": "80 ORVILLE DRIVE", "city": "BOHEMIA", "state": "NY", "zip": "11716"}}
Filed: February 11, 1999                         Registration No. ____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.
                               -------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                               -------------------
                            COMPUTER CONCEPTS CORP.
             (Exact name of registrant as specified in its charter)

         Delaware                                       11-2895590
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

  80 Orville Drive, Bohemia, New York                     11716
(Address of principal executive offices)                (Zip Code)

                              Stock Incentive Plans
                        1998 Incentive Stock Option Plan

                            (Full Title of the Plan)

                        Daniel DelGiorno, Jr., President
                             Computer Concepts Corp.
                                80 Orville Drive
                             Bohemia, New York 11716
                     (Name and address of agent for service)

                                 (516) 244-1500
          (Telephone number, including area code, of agent for service)
                               -------------------
                         CALCULATION OF REGISTRATION FEE
=======================================================================================
Title of Each                      Proposed             Proposed             
Class of                           Maximum              Maximum            Amount of
Securities         Amount to be    Offering Price Per   Aggregate          Registration 
to be Registered   Registered      Security (1)         Offering Price(1)  Fee
---------------------------------------------------------------------------------------
Common Stock,     4,492,319 (2)(3)   $2.3125             $10,388,488        $2,888.00
$.0001
per share
=======================================================================================
(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the  average of high and low prices of the  Company's  Common  Stock on the
NASDAQ on February 10, 1999.
(2) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable  pursuant to anti-dilution  and
adjustment provisions of the Plan.
(3) Includes  shares issued and issuable upon exercise of options under the 1998
Incentive Stock Option Plans as approved October 8, 1998.
=======================================================================================
PROSPECTUS
                                   ----------
     This Prospectus relates to up to an aggregate  4,492,319 shares,  including
2,230,084  shares issued and 2,262,235  shares issuable upon exercise of options
of the Common stock $.0001 par value (the "Common  Stock") of Computer  Concepts
Corp.  ("Computer  Concepts  Corp."  or  the  "Company")  and is to be  used  in
connection  with the reoffer and resale of such  shares of Common  stock  and/or
shares issuable upon exercise of options (the "Options")  which have been issued
or are issuable to directors, officers, employees and consultants of the Company
(the  "Selling  Stockholders"),  some of whom  are  affiliates  of the  Company,
pursuant to the Company's  1998  Incentive  Stock Option Plans and certain share
grants pursuant to written compensation agreements  (collectively referred to as
the  "Plans").  The amount of Common Stock to be  reoffered or resold  hereby by
each Selling Stockholder who is an affiliate,  and any other person with whom he
or she is acting in  concert  for the  purpose of  selling  Common  Stock of the
Company, may not exceed,  during any three month period, the amount specified in
Rule 144 (e) of the Securities Act of 1933, as amended (the  "Securities  Act").
See "Selling  Stockholders" and "Plan of Distribution."  The Common Stock may be
offered by the Selling  Stockholders  from time to time in  transactions  on the
National  Association of Securities  Dealers,  Inc.,  Automated Quotation System
("NASDAQ")  in  negotiated  transactions,  through the writing of options on the
Common Stock, or a combination of such methods of sale, at fixed prices that may
be changed,  at market prices  prevailing at the time of sale, at prices related
to  such  prevailing  market  prices  or  at  negotiated   prices.  The  Selling
Stockholders may effect such  transactions by the sale of the Common Stock to or
through broker-dealers,  and such broker-dealers may receive compensation in the
form of discounts,  concessions  or  commissions  from the Selling  Stockholders
and/or the purchasers of the Common Stock for whom such  broker-dealers  may act
as agent or to whom they may sell as principal, or both (which compensation to a
particular  broker-dealer  might be in excess  of  customary  commissions).  The
Selling  Stockholders and any broker-dealer who acts in connection with the sale
of Common Stock  hereunder  may be deemed to be  "underwriters"  as that term is
defined in the Securities Act. The Selling Stockholders may also sell the Common
Stock pursuant to all of the terms and conditions of Rule 144 promulgated  under
the Securities Act or any other exemption from the registration  requirements of
the Act  which  may be  applicable.  See  "Selling  Stockholders"  and  "Plan of
Distribution." The Company will not receive any of the proceeds from the sale of
the Common Stock by the Selling Stockholders, however, to the extent options are
exercised, it will receive the applicable option exercise premiums.

     The  Company's  Common Stock is listed on the NASDAQ Small Cap Market under
the Symbol  "CCEE." On February 10, 1999,  the last  reported  sale price of the
Common Stock as reported by NASDAQ was $2.00 per share.

     The Company will bear all expenses (other than  underwriting  discounts and
selling  commissions,  and fees and expenses of counsel or other advisors to the
Selling  Stockholders)  in connection with the  registration of the Common Stock
being offered hereby, which expenses are estimated to be approximately $15,000.

AN INVESTMENT IN THE SECURITIES  OFFERED HEREBY  INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS."

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  COMMISSION  PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

     No one  has  been  authorized  to  give  any  information  or to  make  any
representation  not contained or incorporated by reference in this Prospectus in
connection with this offering.  Any information or representation  not contained
or  incorporated  by  reference  herein  must not be relied  on as  having  been
authorized by the Company.  This Prospectus does not consummate an offer to sell
or the  solicitation  of an offer to buy the  securities  offered  hereby in any
state to any person to whom it is unlawful  to make such offer or  solicitation.
Except where  otherwise  indicated,  this  Prospectus  speaks as of its date and
neither the delivery of this Prospectus nor any sale made hereunder shall, under
any  circumstances,  create an implication  that there has been no change in the
affairs of the Company since the date hereof.

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

          The date of this Prospectus is February 11, 1999
INTRODUCTION

     Computer Concepts Corp. ("CCC" or the "Company") is a Delaware  corporation
originally  organized  on August  27,  1987  under  the  corporate  name  Unique
Ventures,  Inc. As of April 22, 1989, the Company was restructured and initiated
its first business  activities in regard to research and development of computer
software and hardware technology as a development stage company in the data-base
information  retrieval area, and effective  September 20, 1989, changed its name
to Computer Concepts Corp. Effective October 31, 1990, the Company acquired Ramp
Associates,  Inc. as a subsidiary which provided software  consulting  services.
Effective  September  1,  1993,  the  Company  acquired  Softworks,  Inc.  as  a
subsidiary  which  develops,   markets  and  sells  mainframe  computer  systems
management  software.  The Company eliminated the Ramp Associates,  Inc. line of
consulting  services  effective  December  1993.  In June of 1994,  the  Company
acquired the Superbase software technology, and effective December 31, 1994, the
Company acquired MapLinx Corp. as a subsidiary, which provides PC based software
that  allows for  geographical  presentation  of  database  information.  During
December  1994,  the Company  also  acquired  DBopen,  Inc.,  which  provides PC
database  administration tools employing  client/server  technology.  Subsequent
thereto,   the  Company  sold  MapLinx  Corp.,  the  Superbase   technology  and
discontinued the DBopen  products.  In 1998, the Company has sold or transferred
shares of its Softworks,  Inc.  subsidiary in conjunction with an Initial Public
Offering in August, 1998 (SWRX: NASDAQ; NMS), and the raising of capital through
the sale of such shares,  the acquisition of certain assets and in fulfilment of
corporate  obligations.  The Company  now owns and  operates  computer  software
development, marketing and sales and related services operations in New York and
subsidiary  operations in Virginia  with  subsidiary  branch  offices in several
additional states and Europe, Australia and South America. Its executive offices
are  located  at 80 Orville  Drive,  Bohemia,  New York 11716 and its  telephone
number at that address is (516) 244-1500.

                              AVAILABLE INFORMATION

     The Company is subject to the  information  requirements  of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  filed by the  Company can be  inspected  and
copied at the public  reference  facilities  maintained by the Commission at 450
Fifth  Street,  N. W.,  Judiciary  Plaza,  Washington,  D. C.  20549  and at the
Commission's  regional  offices located at 500 West Madison Street,  Suite 1400,
Chicago,  Illinois  60661-2511  and at 7 World Trade Center,  New York, New York
10048.

     The Company has filed with the Commission a Registration  Statement on Form
S-8 under the Securities Act, with respect to the shares of Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration  Statement  and the exhibits  and  schedules  thereto.  For further
information  with respect to the Company and the shares of Common Stock  offered
hereby,  reference is hereby made to the  Registration  Statement,  exhibits and
schedules.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Company  hereby  incorporates  by reference  into this  Prospectus  the
following:

      (a) Report  on Form  10-K  for the  year  ended  December  31,  1997,  and
          including  specifically the Consolidated  Financial Statements for the
          years ended December 31, 1997, 1996 and 1995, as reported on by Hays &
          Company;

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934  since  the end of the  fiscal  year
          covered by the Registrant document referred to in (a) above.

     All documents filed by the Company  pursuant to Sections  13(a),  13(c), 14
and 15(d) of the  Exchange  Act  subsequent  to the date hereof and prior to the
filing  of a  post-effective  amendment  to  the  Registration  Statement  which
indicates that all shares of Common Stock offered hereby have been sold or which
deregisters all shares of Common Stock then remaining unsold, shall be deemed to
be  incorporated  by reference into this Prospectus and to be a part hereof from
the date of filing of such documents.

     Any statement  contained herein or in a document  incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that such statement is modified or
superseded by a statement  contained herein or in a subsequently  filed document
which also is or is deemed to be  incorporated  by  reference  herein.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Prospectus.

     The Company will provide,  without  charge,  to each person  (including any
beneficial  owner) to whom this  Prospectus is  delivered,  upon written or oral
request of such person,  a copy of any and all of the information  that has been
incorporated  by reference in this  Prospectus  (not including  exhibits to such
information unless such exhibits are specifically incorporated by reference into
such information).  Such requests should be directed to Office of the President,
at the Company's executive offices at 80 Orville Drive, Bohemia, New York 11716,
telephone number (516) 244-1500.
RISK FACTORS

RISK FACTORS

        The securities  offered hereby are speculative and involve a high degree
of risk. Only those persons able to lose their entire investment should purchase
these securities. Prospective investors, prior to making an investment decision,
should  carefully read this  prospectus  and consider,  along with other matters
referred to herein, the following risk factors:

        1. Need for Additional Funds.  Based on current levels of operations and
commitments, the Company anticipates that it will need to generate positive cash
flows from  operations  in order to decrease its  dependency  on cash flows from
financing  activities.  Adequate  funds for the  Company's  businesses  on terms
favorable to the Company,  whether through  additional  equity  financing,  debt
financing,  the sale of additional shares of Softworks,  Inc., or other sources,
may not be  available  when  needed and may result in  significant  dilution  to
existing  stockholders.  Further,  although  the  Company  has a limited  credit
facility arrangement,  there is no assurance that such facility will be adequate
for needs  which may arise in the  future,  and the Company has no other bank or
credit  facility or other readily  available  access to debt  financing.  If the
Company is unable to secure  additional  funding  when  required,  it would most
likely  decrease or eliminate  certain  current or expansion  activities or sell
certain of its  operations  or  interests  in its  subsidiary.  Ultimately,  its
inability to obtain  sufficient  funds from operations or external sources would
have a material adverse effect on its financial condition and viability.

     2. Lack of  Profitable  Operations  and Cash Flow from  Operations;  Future
Profitability Uncertain. The Company first acquired operating assets in April of
1989. It has incurred net losses of approximately  $18,365,000,  $18,953,000 and
$12,385,000 for the years ended December 31, 1995, 1996 and 1997,  respectively,
and  although it reported a net profit of  $8,728,000  for the nine months ended
September 30, 1998, it had cumulative  losses of $73,013,000  through  September
31,  1998,  and may incur  additional  losses  in the  course  of  building  its
business.  The  profitability  of the Company under its current business plan is
substantially  dependent upon the  successful  exploitation  of its  d.b.Express
technology.  There  can be no  assurances  that  the  Company  will  be  able to
successfully  exploit the  d.b.Express  technology,  and the Company  received a
"going concern" opinion in its 1997 Consolidated Financial Statements.

     3.  Limited  Operating  History.   The  Company  acquired  or  started  its
businesses in 1989.  Effective  October 1990, it acquired Ramp Associates,  Inc.
and  effective  September  1993,  it  acquired  Softworks,  Inc.,  both of which
operated as private self-sufficient  companies prior to their acquisition by the
Company.  The Company  eliminated the Ramp  Associates,  Inc. line of consulting
services effective December 1993. The Company purchased the "Superbase" database
software technology in June 1994 and acquired DBopen Inc., and MapLinx,  Inc. in
December 1994.  Subsequent to these acquisitions,  as a result of limited sales,
changing market conditions and management's  decision to focus its activities on
exploitation  of d.b.Express  and Softworks,  management  determined to sell the
"Superbase" technology assets (sold in the second quarter of 1996),  discontinue
the DBopen related products and sold the net assets of MapLinx in 1997. In June,
1998, the Company  acquired  assets rights  related to the software  product now
known as  ComputerCOP  which the Company is  actively  marketing.  Although  the
Company has taken the steps it believes are necessary to exploit d.b.Express and
ComputerCOP,  there  can be no  assurance  that the  Company's  efforts  will be
successful in this regard. To date, revenues generated from d.b.Express products
have been insignificant.

        The Company's  products have generated  revenues of $31,855,000  for the
nine  months  ended  September  30,  1998,  and  $29,738,000,  $19,030,000,  and
$16,302,000 for the years ended December 31, 1997, 1996 and 1995, respectively.

        4.  Potential  Adverse  Impact on Market  Price of Shares  Eligible  for
Future Sale.  The Company has  approximately  20,400,000  shares of Common Stock
outstanding  as of  February  8, 1999,  of which  approximately  14,400,000  are
currently without  restriction on resale. The influx of all of this Common Stock
on the  market  together  with the  4,492,319  (if all  options  are  earned and
exercised) shares registered herein , could have a significant adverse effect on
the market for, as well as the price of, the Common  Stock.  If all  outstanding
options and warrants,  including  options  registered  herein and/or  subject to
various performance requirements  (approximately 2,700,000), were exercised, the
outstanding shares would total approximately 23,200,000 shares. A decline in the
market  price also may make the terms of future  financings  which  involve  the
Company's Common Stock or the use of convertible debt more burdensome.  Although
the  exercise of options  would  result in  significant  proceeds to the Company
(approximately $9,800,000 if all outstanding warrants and options are earned and
are exercised  for cash),  the impact of any  significant  number of such shares
entering the market would likely have a negative  impact on the market price for
the Company's  Common Stock.  The Company  increased  its  authorized  number of
shares of common stock from  60,000,000 to  150,000,000  on March 22, 1996,  and
effected a reverse  stock split in a ratio of 1 for 10 on March 30, 1998,  while
maintaining the authorization for 150,000,000 shares of authorized common stock.

        5.  Competition.  The  Company's  products  are  marketed  in  a  highly
competitive   environment   characterized  by  rapid  change,  frequent  product
introductions and declining  prices.  Further,  the Company's  personal computer
products  have been  designed  specifically  for use on the Intel x86  family of
computers, utilizing other well known database products. A decline in the use of
this type of personal  computer or the emergence of competitive  platforms could
materially  adversely affect the market for the Company's products.  The Company
considers  certain  end-user data access tool and executive  information  system
software  companies to be  competitors  of its  d.b.Express  product,  including
Trinzic  Corporation,  Cognos,  Inc.,  Comshare Corp., and Pilot Software,  Inc.
While the Company believes that d.b.Express can compete effectively against such
companies'  product  offerings based on ease of use, lack of  programming,  data
access,  speed and price,  no assurance can be given in this regard.  Certain of
Softworks' products compete with products from Boole & Babbage, Legent Corp. and
BMC, and while the Company believes that Softworks' products compete effectively
based on quality of product,  support and price,  no assurances  can be given in
this regard.  Many of the Company's existing and potential  competitors  possess
substantially  greater  financial,  marketing and technology  resources than the
Company.

        6.  Current  Litigation.  The Company and  certain of its  officers  and
 directors  are  parties  to  several  lawsuits.  While the  Company  intends to
 vigorously defend these actions, any substantial judgment against the Company
would have a material adverse effect on its financial condition and threaten the
Company's viability.

        7.  Seasonality.   The  Company's   quarterly  results  are  subject  to
fluctuations from a wide variety of factors  including,  but not limited to, new
product introductions,  domestic and international economic conditions, customer
budgetary  considerations,  the timing of product  upgrades and customer support
agreement  renewal cycles. As a result of the foregoing  factors,  the Company's
operating results for any quarter are not necessarily  indicative of results for
any future period.

        8. Dependence on Key Personnel.  The Company is highly  dependent on its
executive officers and management personnel,  the loss of any of whom could have
an  adverse  affect  upon its  operations.  While  the  Company  has  employment
agreements with several management persons, it has no employment agreements with
its  principal  executive  officers.  Should any of the members of the Company's
senior  management  be unable or unwilling to continue in their present roles or
should such person  determine to enter into  competition  with the Company,  the
Company's prospects could be adversely  affected.  The Company's success is also
dependent  upon its  ability  to  attract,  retain and  motivate  highly-trained
technical,  marketing, sales and management personnel. The inability to attract,
retain  and  motivate  personnel  required  for  development,   maintenance  and
expansion of the Company's  activities  could adversely  affect its business and
prospects.

        9.  Substantial  Number  of  Outstanding  Shares  of  Common  Stock  and
Volatility in Trading Price. The Company has approximately  20,400,000 shares of
Common  Stock  outstanding  as of  February  8,  1999,  of  which  approximately
14,400,000  are  currently  without  restriction  on  resale.  Potential  future
acquisitions  could result in the issuance of substantial  additional  shares of
Common Stock.  The price of the Company's Common Stock is subject to fluctuation
and has increased and decreased  substantially  during 1996,  1997 and 1998. The
trading  activity in the Company's Common Stock also varies from time to time so
that, at any given time,  the sale of a large block could  adversely  affect the
market price of its Common Stock.
10. Risk of Rapid Growth and Business Expansion. The Company is pursuing
a rapid growth strategy that has involved and is expected to continue to involve
significant  growth  over at  least  the next  twelve  months.  There  can be no
assurance  that the  Company  will  successfully  achieve  its  planned  growth.
Accomplishing its objectives will depend upon a number of factors, including the
Company's   ability  to  develop  products   internally  with  emphasis  on  the
exploitation  of  its  d.b.Express  product,   and/or  the  ability  to  acquire
successful  products  or  technologies..  In  addition,  the  Company  may incur
development,  acquisition or expansion costs that represent a higher  percentage
of total revenues than larger or more established companies, which may adversely
affect the Company's results of operations.

        11. No Credit  Facility.  The Company has a limited bank credit facility
arrangement  which is limited to specific  contracts in progress,  and otherwise
has no credit  facility and has no other  significant  assets other than account
receivables or common stock ownership  interests in Softworks,  Inc. which would
be available to collateralize any future borrowings.  Accordingly, the Company's
business  could be adversely  affected in the event that it has a need for funds
in amounts  greater than its cash on hand,  which it is unable to obtain through
debt or equity  financing,  which  could  result  in the need to sell  assets or
common stock ownership interests in its subsidiary.

        12. No  Dividends.  The Company has not  declared or paid,  and does not
anticipate  declaring or paying in the foreseeable future, any cash dividends on
its Common  Stock.  The Company's  ability to pay  dividends is dependent  upon,
among other things,  future earnings,  the operating and financial  condition of
the Company,  its capital  requirements,  general business  conditions and other
pertinent  factors,  and is subject to the discretion of the Board of Directors.
Accordingly,  there is no assurance  that any dividends will ever be paid on the
Company's Common Stock.

        13.  Importance of and Risks Relating to Intellectual  Property  Rights.
The computer software industry is characterized by extensive use of intellectual
property  protected by copyright,  patent and trademark laws.  While the Company
believes that it does not infringe on the  intellectual  property  rights of any
third  parties  in  the  conduct  of  its  business,  allegations  of  any  such
infringement, or disputes or litigations relating thereto, could have a material
adverse affect on the Company's business and financial condition. Also, if third
parties were to be permitted to use the Company's proprietary technology without
the Company's  consent or without the Company being  compensated  therefor,  the
Company  believes that one of its  competitive  advantages  could be eroded.  No
assurance  can  be  given  that  the  Company's   patents  and  copyrights  will
effectively  protect the Company from any copying or emulation of the  Company's
products in the future.

        14. Lack of Managing  Underwriter.  The sale of the Common  Stock of the
Selling  Stockholders  will  not be  coordinated  or  controlled  by a  managing
underwriter.  Certain Selling Stockholders may be deemed to be underwriters,  as
such term is defined by the Securities Act. Selling  Stockholders  will,  during
the distribution  period, also be subject to the restrictions on their purchases
and sales of  Common  Stock as set  forth in Rules  10b-6  and  10b-7  under the
Exchange Act. See "Selling Security holders" and "Plan of Distribution."

        15.  Potential  Impact If Rule 15G Becomes  Applicable  to the Company's
Securities. Rule 15G of the Securities Act of 1934 provides certain requirements
for the sale of  securities  which  are  classified  as "penny  stocks."  As the
Company exceeds the stock price, asset and revenue parameters for classification
as a penny stock (more than $5.00, less than $2 million of tangible assets or $6
million of revenues for  companies in business more than three years) and trades
on the  NASDAQ  exchange  (Small  Cap  Market)  those  rules  are not  currently
applicable  to the  Company.  However,  in the event,  the Company were to be so
classified in the future, the compliance requirements for the sale of securities
under  Rule  15G  could  have a  negative  effect  on the  marketability  of the
Company's securities.

        16. Potential Loss of Entire Investment in the Company's Securities.  An
investment  in the  securities  of the  Company  involves a high degree of risk,
including the potential total loss of the investment.

                              SELLING STOCKHOLDERS

        Certain of the Selling  Stockholders  whose  shares of Common  Stock are
registered  by the  Registration  Statement and covered by this  Prospectus  are
"Affiliates"  of the  Company  as  that  term  is  defined  in  Rule  405 of the
Securities  Act.  Such  shares  of  Common  Stock are  issuable  to the  Selling
Stockholders  under  the Plan.  Additional  shares  of  Common  Stock  which are
registered by the  Registration  Statement  and which become issued  pursuant to
options issued to the Selling  Stockholders  may be added to this  Prospectus by
supplements hereto.

        The amount of Common  Stock to be  reoffered  or resold by each  Selling
Stockholder  hereby who is an  Affiliate,  and any other  person  with whom each
Selling  Stockholders  is acting in concert  for the  purpose of selling  Common
Stock of the Company,  is limited by Rule 144(e) of the Securities Act, which as
currently  in effect would  prohibit  such  reoffers or resales from  exceeding,
during any three  month  period,  the  greater of (i) one  percent of the Common
Stock  outstanding as shown by the most recent report or statement  published by
the Company, or (ii) the average weekly reported volume of trading in the Common
Stock  reported by NASDAQ during the four calendar  weeks  preceding the date of
receipt of the order to  execute  the  transaction  by the broker or the date of
execution of the transaction directly with a market maker.

        The names of the  Selling  Stockholders  and  certain  information  with
respect  to them are  listed  below.  Except as  otherwise  noted,  none of such
persons has had any material relationship with the Company during the past three
years.
Amount of      Percentage of
                               Amount of                   Common         Outstanding
                               Common          Amount of   Stock to be    Common Stock
                               Stock           Common      Owned if       to be Owned if
Name of                        Beneficially    Stock to be all Shares     all Shares
Selling                        Owned Prior     Offered     Offered Hereby Offered Hereby
Stockholder                    to Offering*    Hereby      are Sold       are Sold **
-----------                    ------------    ----------- -------------- --------------
Athans, Leigh                      3,050         2,000         1,050         ***
Balan, Sajay                       7,110         3,000         4,110         ***
Beach, Brian                       5,500         5,000           500         ***
Beal, Ross                       115,000       115,000          --           ***
Beige, Stephanie                  45,250        45,000           250         ***
Bonefede, Michael                  2,500         2,500          --           ***
Brander, Roni                      7,060         2,000         5,060         ***
Cannavino, James                 160,000       160,000          --           ***
Castoro, Michael                  15,850         5,000        10,850         ***
Coppola, Anthony                 248,875       115,000       133,875         ***
Cruz, Hector                      15,000        15,000          --           ***
Dageyev, Igor                      7,350         3,000         4,350         ***
DeKama, Joseph                    12,500        12,500          --           ***
Dengler, Chris                     6,500         3,000         3,500         ***
Devine, Robert                   102,500       100,000         2,500         ***
Dietl, Jaclyn                      3,500         3,000           500         ***
Eisenberg, Michael               215,000       215,000          --           ***
Esman, Toby                       10,000        10,000          --           ***
Giorgi, Emerald                   26,000        25,000         1,000         ***
Heuzey, Doug                      21,235         7,500        13,735         ***
Johnston, Tim                     11,750         5,000         6,750         ***
Joseph, Gene                       5,000         5,000          --           ***
Kale, Udayan                       7,110         3,000         4,110         ***
Karas, Kathy                       8,500         8,500          --           ***
Koenig, Michael                   22,160         7,500        14,660         ***
Kolenik, Michelle                  1,000         1,000          --           ***
Leap, Arnold                      32,950        10,000        22,950         ***
Levine, Michael                    3,260         2,000         1,260         ***
Markus, Joseph                   701,084       701,084          --           ***
Mata, Corina                       8,260         3,000         5,260         ***
Medina, Augustin                  49,764        25,000        24,764         ***
Messier, Mary Kay                250,000       250,000          --           ***
Neely, Linda                     150,000       150,000          --           ***
O'Mahoney, Elena                   2,950         2,000           950         ***
Quinn, Peter                     175,000       175,000          --           ***
Rybalko, Oleg                     10,010         3,000         7,010         ***
Safaniev, Greg                     3,750         3,000           750         ***
Seldin, Lawrence                   8,000         7,500           500         ***
Whitney, Allison                   3,260         2,000         1,260         ***
Wright, Warren                    15,000        15,000          --           ***
Yan, Robert                        7,100         3,000         4,100         ***
                               ---------     ---------       -------
                               2,505,688     2,230,084       275,604
*    Includes shares issuable upon exercise of options
**   Based on approximately  23,200,000 shares deemed outstanding if all options
     are exercised.
***  Less than one percent
PLAN OF DISTRIBUTION

     The Common  Stock may be offered by the Selling  Stockholders  from time to
time in transactions on NASDAQ, in negotiated transactions,  through the writing
of options on the Common  Stock,  or a  combination  of such methods of sale, at
fixed prices that may be changed,  at market  prices  prevailing  at the time of
sale,  at prices  related  to such  prevailing  market  prices or at  negotiated
prices. The Selling Stockholders may effect such transactions by the sale of the
Common Stock to or through  broker-dealers,  and such broker-dealers may receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
Selling  Stockholders  and/or the  purchasers  of the Common Stock for whom such
broker-dealers  may act as agent or to whom they may sell as principal,  or both
(which  compensation  to a  particular  broker-dealer  might  be  in  excess  of
customary commissions).  The Selling Stockholders and any broker-dealer who acts
in  connection  with the sale of  Common  Stock  hereunder  may be  deemed to be
"underwriters" as that term is defined in the Securities Act, and any commission
received by them and any profit on any resale of the Common  Stock as  principal
might  be  deemed  to  be  underwriting  discounts  and  commissions  under  the
Securities Act. The Selling Stockholders also may sell the Common Stock pursuant
to all the terms and  conditions of Rule 144  promulgated  under the  Securities
Act.

                                 USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of the Common Stock
offered  hereby;  however,  the Company  would  receive the  exercise  price for
options exercised by Selling Stockholders.

                                  LEGAL MATTERS

     The legality of the  securities  offered hereby will be passed upon for the
Company by Daniel B. Kinsey,  P. C. Mr. Kinsey  beneficially owns 365,500 shares
of the Company's Common Stock .

                                     EXPERTS

   An opinion is included herein and in the  registration  statement in reliance
upon the authority of the firm of Daniel B. Kinsey,  P.C., as experts  regarding
the legality of the securities offered hereby.
--------------------------------------------------------------------------------
No  dealer,  salesperson  or any other  person has been  authorized  to give any
information  or to make any  representations  in  connection  with this offering
other  than  those   contained   in  this   Prospectus.   Any   information   or
representations not herein contained,  if given or made, must not be relied upon
as having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a  solicitation  of an offer to buy any security other than the
securities  offered by this Prospectus,  nor does it constitute an offer to sell
or a  solicitation  of an  offer  to buy the  securities  by any  person  in any
jurisdiction where such offer or solicitation is not authorized, or in which the
person  making such offer is not qualified to do so, or to any person to whom it
is unlawful to make such offer or solicitation.  The delivery of this Prospectus
shall not, under any circumstances create any implication that there has been no
change in the affairs of the Company since the date hereof.

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

                                TABLE OF CONTENTS

                                                Page
                                                ----  
Introduction .................................   2
Available Information ........................   2
Incorporation of Certain Documents
     by Reference ............................   2
Risk Factors .................................   3
Selling Stockholders .........................   5
Plan of Distribution .........................   7
Use of Proceeds ..............................   7
Legal Matters ................................   7
Experts ......................................   7

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

                               4,492,319 Shares of
                                  Common Stock

                             COMPUTER CONCEPTS CORP.

                                   ----------

                                   PROSPECTUS

                                   ----------

                                February 11, 1999
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference.
             ---------------------------------------  
             The  Registrant   hereby   incorporates   by  reference  into  this
Registration Statement the documents listed in (a) through (c) below:

             (a)  The  Registrant's  latest  annual  report  filed  pursuant  to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  or either (I) the latest  prospectus  filed  pursuant  to Rule
                  424(b) under the Securities Act of 1933 that contains  audited
                  financial  statements for the Registrant's  latest fiscal year
                  for  which  such  statements  have  been  filed  or  (II)  the
                  Registrant's effective registration statement on Form 10 filed
                  under the Securities  Exchange Act of 1934 containing  audited
                  financial statements for the Registrant's latest fiscal year;

             (b)  All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Securities  Exchange  Act of  1934  since  the end of the
                  fiscal year covered by the Registrant  document referred to in
                  (a) above;

             (c)  The description of the class of securities to be offered which
                  is contained in a registration  statement  filed under Section
                  12 of the  Securities  Exchange  Act of  1934,  including  any
                  amendment  or report  filed for the purpose of  updating  such
                  description.

             All  documents  subsequently  filed by the  Registrant  pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities offered have been sold or which indicates that all securities offered
have been sold or which  deregisters all such securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing of such documents.

Item 4.      Description of Securities.
             -------------------------  
             Not applicable.

Item 5.      Interests of Named Experts and Counsel.
             --------------------------------------
             Not applicable.

Item 6.      Indemnification of Directors and Officers.
             -----------------------------------------  
             Under  the  provisions  of the  Certificate  of  Incorporation  and
By-Laws  of  Registrant,  each  person  who is or was a  director  or officer of
Registrant  shall be  indemnified  by  Registrant as of right to the full extent
permitted or authorized by the General Corporation Law of Delaware.

             Under such law, to the extent that such person is successful on the
merits of defense of a suit or proceeding  brought  against him by reason of the
fact that he is a director  or officer of  Registrant,  he shall be  indemnified
against expenses  (including  attorneys' fees) reasonably incurred in connection
with such action.

             If  unsuccessful  in  defense  of a  third-party  civil  suit  or a
criminal  suit is settled,  such a person  shall be  indemnified  under such law
against both (1) expenses (including  attorneys' fees) and (2) judgments,  fines
and  amounts  paid in  settlement  if he acted in good  faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant,  and with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.
If  unsuccessful in defense of a suit brought by or in the right of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

             The officers and  directors of the Company are covered by officers'
and directors'  liability  insurance.  The policy coverage is $2,000,000,  which
includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
deductible  for each  loss  under the  policy  of  $250,000,  for  officers  and
directors as a group of $50,000 and for each officer or director of $5,000.

Item 7.      Exemption from Registration Claimed.
             -----------------------------------
             Not applicable.

Item 8.      Exhibits.
             --------
               5    Opinion and consent of Daniel B. Kinsey, P. C.

               23.1 Consent of Daniel B. Kinsey, P. C. - included in the opinion
                    filed as Exhibit 5

               23.2 Consent  of Hays &  Company,  Independent  Certified  Public
                    Accountants

               24   Powers of Attorney.

 Item 9.     Undertakings.
             ------------
        (a)  The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made,
             a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective  date of the  Registration  Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in  the  aggregate,  represent  a  fundamental  change  in the
               information set forth in the Registration Statement;

               (iii) To include any  material  information  with  respect to the
               plan of distribution not previously disclosed in the Registration
               Statement  or any  material  change  to such  information  in the
               Registration  Statement;   provided,   however,  that  paragraphs
               (a)(l)(i) and (a)(l)(ii) do not apply if the information required
               to be included in a post-effective  amendment by those paragraphs
               is contained in periodic reports filed by the Registrant pursuant
               to section 13 or section 15(d) of the Securities  Exchange Act of
               1934  that are  incorporated  by  reference  in the  Registration
               Statement.

        (2) That,  for the  purposes  of  determining  any  liability  under the
        Securities  Act of 1933,  each such  post-effective  amendment  shall be
        deemed to be a new  Registration  Statement  relating to the  securities
        offered therein,  and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.
(3) To remove from  registration by means of a post-effective  amendment
        any of the  securities  being  registered  which  remain  unsold  at the
        termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against policy
as  expressed  in the Act and will be  governed  by final  adjudication  of such
issue.

                                 ***
SIGNATURES

   Pursuant to the  requirements  of the  Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Bohemia, New York on the 11th day of February, 1999.

                            COMPUTER CONCEPTS CORP.

                            By:  /s/ Daniel Del Giorno, Sr.
                                     --------------------------------   
                                     Daniel Del Giorno, Sr., Chairman

                                POWER OF ATTORNEY

   Pursuant to the requirements of the Securities Act of 1933, as amended,  this
Registration  Statement  has been signed on February 11, 1999,  by the following
persons in the capacities  indicated.  Each person whose signature appears below
constitutes and appoints Daniel Del Giorno, Jr. and Russell Pellicano,  and each
of them  acting  individually,  with full  power of  substitution,  our true and
lawful  attorneys-in-fact  and  agents to do any and all acts and  things in our
name and on our behalf in our capacities indicated below which they or either of
them may deem necessary or advisable to enable Computer Concepts Corp. to comply
with the  Securities  Act of 1933, as amended,  and any rules,  regulations  and
requirements of the Securities and Exchange Commission,  in connection with this
Registration Statement including specifically, but not limited to, power
and authority to sign for us or any of us in our names in the capacities  stated
below, any and all amendments  (including  post-effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

        Signature                             Title
        ---------                             ------  
/s/ Daniel Del Giorno, Sr.           Chairman, Director
--------------------------
Daniel Del Giorno, Sr.

 /s/ Daniel Del Giorno, Jr.          President, Director
--------------------------
Daniel Del Del Giorno, Jr.

/s/ Jack S. Beige                    Director
--------------------------
Jack S. Beige

/s/ George Aronson                   Chief Financial Officer
--------------------------
George Aronson
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

================================================================================

                             COMPUTER CONCEPTS CORP.

================================================================================

                         Form S-8 Registration Statement

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

                             E X H I B I T I N D E X

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

                             Page No. in Sequential
Exhibit                                                  Numbering of all Pages,
Number      Exhibit Description                          including Exhibit Pages
-------     -------------------                          -----------------------

5       Opinion and Consent of Counsel. . . . . . . . . .

23.1    Consent of Counsel. . . . . . . . . . . . . . . .    See Exhibit 5

23.2    Consent of Hays & Company . . . . . . . . . . . .

24      Powers of Attorney. . . . . . . . . . . . . . . .    See signature page