Registration No. 333-




                       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
           Directors, Officers and Consultants 1993 Stock Option Plan
                        Employees 1993 Stock Option Plan
                            1995 Stock Incentive Plan
                       Outside Directors 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,
par value $.0001
per share           11,855,155 (2)(3)     $.61              $7,221,271         $3,497

--------  
<PAGE>

<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 December 15, 1997.

(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) Represents  shares  issued and  issuable  upon  exercise  of options under 
the Employees 1993 Stock Option Plan, the Directors, Officers and Consultants  
1993 Stock Option Plan, the 1995 Stock Incentive Plan,  Stock Incentive Plans 
and the Outside Directors Stock Option Plan.
</FN>
</TABLE>



<PAGE>


                                   PROSPECTUS

     This Prospectus relates to up to an aggregate 11,855,155 shares,  including
3,344,488  shares issued and 8,510,667  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 1993 Employees  Stock Option Plan, the 1993 Directors,
Officers  and  Consultants  Stock Option Plan,  the 1995 Stock  Incentive  Plan,
various  stock  incentive  plans and the  Outside  Directors  Stock  Option Plan
(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.

     The  Company's  Common Stock is listed on the NASDAQ Small Cap Market under
the Symbol  "CCEE." On December 15, 1997,  the last  reported  sale price of the
Common Stock as reported by NASDAQ was $.59375 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 $5,000.

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.

<PAGE>

     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 December 18, 1997


<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, 1990, 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 Inc. 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 the net  assets  of  MapLinx  Inc.,  the  Superbase
technology  and  discontinued  the DBopen  products.  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.  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, 1996  (excluding,
          however, the Consolidated Financial Statements as reported on by Grant
          Thornton LLP, and including  specifically the  Consolidated  Financial
          Statements  for the years ended  December 31, 1996,  1995 and 1994, as
          reported  on by Hays & Company,  as filed as an exhibit to the amended
          Registration  Statement  #33-97560  filed  on Form  S-1A  (Pos  Am) on
          December 19, 1997);

     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 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 or other  sources,  may not be available when needed and may result in
significant dilution to existing stockholders.  Further, the Company has no bank
or other 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.  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  $12,207,000  for  1994,
$18,365,000  for 1995, and $18,953,000 for the year ended December 31, 1996, and
$12,999,000 for the nine months ended September 30, 1997, and cumulative  losses
of $82,355,000  through  September 30, 1997, 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 1996  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 has 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. Although
the  Company  has  taken  the  steps  it  believes  are   necessary  to  exploit
d.b.Express,  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 $19,931,000 for the nine
months ended  September 30, 1997, and  $19,030,000,  $16,302,000 and $13,695,000
for the years ended December 31, 1996, 1995 and 1994, respectively.

     4. Potential  Adverse Impact on Market Price of Shares  Eligible for Future
Sale.  The  Company  has  approximately   127,281,648  shares  of  Common  Stock
outstanding  as of December 15, 1997,  of which  approximately  106,000,000  are
currently  without  restriction  on resale,  and an  additional  11,754,530  and
9,589,869  shares  and  shares  issuable  upon  exercise  of  options  are being
registered on Forms S-1 and S-1/A, respectively, in addition to the shares being
registered herein. The influx of all of this Common Stock on the market together
with the 11,855,155 shares registered  hereunder  (3,344,488  outstanding shares

<PAGE>

and 8,510,667  shares  issuable  upon  exercise of options or warrants  included
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 subject to various performance  requirements,  were exercised,
the outstanding  shares would total 143,679,037  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 the options being  registered  hereunder would result in significant
proceeds to the Company  (approximately  $12,800,000 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 received  authorization from the shareholders
on November 26, 1997, to increase the authorized  capital to 300,000,000  shares
of Common Stock and/or to effect a reverse  stock split in a ratio of from 1 for
2 to 1 for 10 in the  Board  of  Directors'  discretion.  The  Company  does not
currently plan to act on either  authorization,  however,  there is no assurance
that either, both or neither of the authorizations will be effected.

     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 including one class action claim which
has been settled but is still waiting for final adjudication.  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.  The Company also settled a prior class action
claim in 1996. See "Business - Legal Proceedings."

     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

<PAGE>

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  127,281,648  shares of Common
Stock  outstanding as of December 15, 1997, of which  approximately  106,000,000
are currently without  restriction on resale,  and an additional  11,754,530 and
9,589,869  shares  and  shares  issuable  upon  exercise  of  options  are being
registered on Forms S-1 and S-1/A, respectively, in addition to the shares being
registered herein.  Certain of these shares were issued in private  transactions
for which the  Company  issued  price  guarantees.  Although  the Company has no
immediate  acquisition plans,  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 1995, 1996 and 1997. 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.  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 no credit facility and has no other
significant  assets other than account  receivables  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.

     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.

<PAGE>

     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 asset and revenue  parameters for  classification as a penny
stock  (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.

<PAGE>

<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>      
Amico, Claudio          12,000        5,000            7,000            ***
Aronson, George*(1)  1,000,000      325,000          675,000            ***
Beige, Jack S.         419,444      244,444          175,000            ***
Brander, Ronnie         13,100          100           13,000            ***
Cannavino, James*      500,000      500,000                0            ***
Carter, Judy           917,900      125,000          792,900            ***
Castoro, Michael*       20,000       20,000                0            ***
Chamberlin, Orland      60,000       60,000                0            ***
Cruz, Hector            75,000       50,000           25,000            ***
DBMS Consult, Inc.     679,834      350,000          329,834            ***
Devine, Robert          25,000       25,000                0            ***
Dietl, Richard         675,000      675,000                0            ***
Fischer, Harold         75,000       75,000                0            ***
Giorgi, Emerald         10,000       10,000                0            ***
Kaemmlein, Hans        200,000      200,000                0            ***
Kinsey, Claude         901,500      125,000          776,500            ***
Koenig, Michael         10,100       10,100                0            ***
Levine, Michael          5,100          100            5,000            ***
Markus, Joseph         875,000      200,000          675,000            ***
Mata, Corrine              100          100                0            ***
McConkey, Phil         125,000      100,000           25,000            ***
Medina, Augustin       247,635      244,444            3,191            ***
Sages, Allan               100          100                0            ***
Sun, Dajun*             64,100          100           64,000            ***
                     ---------    ---------        ---------       --------
                     6,910,913    3,344,488        3,566,425          2.48%
</TABLE>


* Includes shares issuable upon exercise of options
+ Subject to performance or other contingency
** Based on 143,679,037 shares deemed outstanding if all options are exercised.
***       Less than one percent
(1)  George Aronson is the CFO of the Company


                              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

<PAGE>

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 owns  1,870,000  shares of Common
Stock and options exercisable for 1,354,667 shares.

                                     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. Mr. Kinsey owns 1,870,000 shares
of Common Stock and options exercisable for 1,354,667 shares.

<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. . . . . . . . . .     3
Available Information . . . . .     3
Incorporation of Certain Documents
   by Reference . . . . . . . .     4
Risk Factors. . . . . . . . . .     4
Selling Stockholders. . . . . .     8
Plan of Distribution. . . . . .     9
Use of Proceeds . . . . . . . .    10
Legal Matters . . . . . . . . .    10
Experts . . . . . . . . . . . .    10




                      11,855,155 Shares of
                          Common Stock





                    COMPUTER CONCEPTS CORP.





                           PROSPECTUS





                       December 19, 1997





<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.

<PAGE>



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.

          4.1  Computer Concepts Corp. Directors, Officers and Consultants 1993 
               Stock Option Plan - (Previously filed, see Form S-8, filed April 
               25, 1996)

          4.2  Computer Concepts Corp. Employees 1993 Stock Option Plan - 
               (Previously filed, see Form S-8, filed April 25, 1996)

          4.3  Computer Concepts Corp. 1995 Stock Incentive Plan - (Previously 
               filed, see Form S-8, filed April 25, 1996)

<PAGE>

          4.4  Computer Concepts Corp. Outside Directors Stock Option Plan - 
               (Previously filed, see Form S-8, filed April 25, 1996)

          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.

<PAGE>

          (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 18th day of December, 1997.

                                   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  December  18,  1997 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": 50928}]
{"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": "333-42795", "film-number": "97741656"}, "business-address": {"street1": "80 ORVILLE DR", "city": "BOHEMIA", "state": "NY", "zip": "11716", "phone": "516-244-1500"}, "mail-address": {"street1": "80 ORVILLE DRIVE", "city": "BOHEMIA", "state": "NY", "zip": "11716"}}
Registration No. 333-

                       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
           Directors, Officers and Consultants 1993 Stock Option Plan
                        Employees 1993 Stock Option Plan
                            1995 Stock Incentive Plan
                       Outside Directors 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,
par value $.0001
per share           11,855,155 (2)(3)     $.61              $7,221,271         $3,497

--------
(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 December 15, 1997.

(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) Represents  shares  issued and  issuable  upon  exercise  of options under 
the Employees 1993 Stock Option Plan, the Directors, Officers and Consultants  
1993 Stock Option Plan, the 1995 Stock Incentive Plan,  Stock Incentive Plans 
and the Outside Directors Stock Option Plan.
PROSPECTUS

     This Prospectus relates to up to an aggregate 11,855,155 shares,  including
3,344,488  shares issued and 8,510,667  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 1993 Employees  Stock Option Plan, the 1993 Directors,
Officers  and  Consultants  Stock Option Plan,  the 1995 Stock  Incentive  Plan,
various  stock  incentive  plans and the  Outside  Directors  Stock  Option Plan
(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.

     The  Company's  Common Stock is listed on the NASDAQ Small Cap Market under
the Symbol  "CCEE." On December 15, 1997,  the last  reported  sale price of the
Common Stock as reported by NASDAQ was $.59375 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 $5,000.

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 December 18, 1997
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, 1990, 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 Inc. 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 the net  assets  of  MapLinx  Inc.,  the  Superbase
technology  and  discontinued  the DBopen  products.  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.  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, 1996  (excluding,
          however, the Consolidated Financial Statements as reported on by Grant
          Thornton LLP, and including  specifically the  Consolidated  Financial
          Statements  for the years ended  December 31, 1996,  1995 and 1994, as
          reported  on by Hays & Company,  as filed as an exhibit to the amended
          Registration  Statement  #33-97560  filed  on Form  S-1A  (Pos  Am) on
          December 19, 1997);

     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 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 or other  sources,  may not be available when needed and may result in
significant dilution to existing stockholders.  Further, the Company has no bank
or other 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.  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  $12,207,000  for  1994,
$18,365,000  for 1995, and $18,953,000 for the year ended December 31, 1996, and
$12,999,000 for the nine months ended September 30, 1997, and cumulative  losses
of $82,355,000  through  September 30, 1997, 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 1996  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 has 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. Although
the  Company  has  taken  the  steps  it  believes  are   necessary  to  exploit
d.b.Express,  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 $19,931,000 for the nine
months ended  September 30, 1997, and  $19,030,000,  $16,302,000 and $13,695,000
for the years ended December 31, 1996, 1995 and 1994, respectively.

     4. Potential  Adverse Impact on Market Price of Shares  Eligible for Future
Sale.  The  Company  has  approximately   127,281,648  shares  of  Common  Stock
outstanding  as of December 15, 1997,  of which  approximately  106,000,000  are
currently  without  restriction  on resale,  and an  additional  11,754,530  and
9,589,869  shares  and  shares  issuable  upon  exercise  of  options  are being
registered on Forms S-1 and S-1/A, respectively, in addition to the shares being
registered herein. The influx of all of this Common Stock on the market together
with the 11,855,155 shares registered  hereunder  (3,344,488  outstanding shares
and 8,510,667  shares  issuable  upon  exercise of options or warrants  included
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 subject to various performance  requirements,  were exercised,
the outstanding  shares would total 143,679,037  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 the options being  registered  hereunder would result in significant
proceeds to the Company  (approximately  $12,800,000 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 received  authorization from the shareholders
on November 26, 1997, to increase the authorized  capital to 300,000,000  shares
of Common Stock and/or to effect a reverse  stock split in a ratio of from 1 for
2 to 1 for 10 in the  Board  of  Directors'  discretion.  The  Company  does not
currently plan to act on either  authorization,  however,  there is no assurance
that either, both or neither of the authorizations will be effected.

     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 including one class action claim which
has been settled but is still waiting for final adjudication.  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.  The Company also settled a prior class action
claim in 1996. See "Business - Legal Proceedings."

     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  127,281,648  shares of Common
Stock  outstanding as of December 15, 1997, of which  approximately  106,000,000
are currently without  restriction on resale,  and an additional  11,754,530 and
9,589,869  shares  and  shares  issuable  upon  exercise  of  options  are being
registered on Forms S-1 and S-1/A, respectively, in addition to the shares being
registered herein.  Certain of these shares were issued in private  transactions
for which the  Company  issued  price  guarantees.  Although  the Company has no
immediate  acquisition plans,  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 1995, 1996 and 1997. 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.  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 no credit facility and has no other
significant  assets other than account  receivables  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.

     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 asset and revenue  parameters for  classification as a penny
stock  (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 **
-----------         ------------   ------------  ------------     --------------
Amico, Claudio          12,000        5,000            7,000            ***
Aronson, George*(1)  1,000,000      325,000          675,000            ***
Beige, Jack S.         419,444      244,444          175,000            ***
Brander, Ronnie         13,100          100           13,000            ***
Cannavino, James*      500,000      500,000                0            ***
Carter, Judy           917,900      125,000          792,900            ***
Castoro, Michael*       20,000       20,000                0            ***
Chamberlin, Orland      60,000       60,000                0            ***
Cruz, Hector            75,000       50,000           25,000            ***
DBMS Consult, Inc.     679,834      350,000          329,834            ***
Devine, Robert          25,000       25,000                0            ***
Dietl, Richard         675,000      675,000                0            ***
Fischer, Harold         75,000       75,000                0            ***
Giorgi, Emerald         10,000       10,000                0            ***
Kaemmlein, Hans        200,000      200,000                0            ***
Kinsey, Claude         901,500      125,000          776,500            ***
Koenig, Michael         10,100       10,100                0            ***
Levine, Michael          5,100          100            5,000            ***
Markus, Joseph         875,000      200,000          675,000            ***
Mata, Corrine              100          100                0            ***
McConkey, Phil         125,000      100,000           25,000            ***
Medina, Augustin       247,635      244,444            3,191            ***
Sages, Allan               100          100                0            ***
Sun, Dajun*             64,100          100           64,000            ***
                     ---------    ---------        ---------       --------
                     6,910,913    3,344,488        3,566,425          2.48%
* Includes shares issuable upon exercise of options
+ Subject to performance or other contingency
** Based on 143,679,037 shares deemed outstanding if all options are exercised.
***       Less than one percent
(1)  George Aronson is the CFO of the Company

                              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 owns  1,870,000  shares of Common
Stock and options exercisable for 1,354,667 shares.

                                     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. Mr. Kinsey owns 1,870,000 shares
of Common Stock and options exercisable for 1,354,667 shares.
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. . . . . . . . . .     3
Available Information . . . . .     3
Incorporation of Certain Documents
   by Reference . . . . . . . .     4
Risk Factors. . . . . . . . . .     4
Selling Stockholders. . . . . .     8
Plan of Distribution. . . . . .     9
Use of Proceeds . . . . . . . .    10
Legal Matters . . . . . . . . .    10
Experts . . . . . . . . . . . .    10

                      11,855,155 Shares of
                          Common Stock

                    COMPUTER CONCEPTS CORP.

                           PROSPECTUS

                       December 19, 1997
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.

          4.1  Computer Concepts Corp. Directors, Officers and Consultants 1993 
               Stock Option Plan - (Previously filed, see Form S-8, filed April 
               25, 1996)

          4.2  Computer Concepts Corp. Employees 1993 Stock Option Plan - 
               (Previously filed, see Form S-8, filed April 25, 1996)

          4.3  Computer Concepts Corp. 1995 Stock Incentive Plan - (Previously 
               filed, see Form S-8, filed April 25, 1996)
4.4  Computer Concepts Corp. Outside Directors Stock Option Plan - 
               (Previously filed, see Form S-8, filed April 25, 1996)

          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 18th day of December, 1997.

                                   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  December  18,  1997 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