Filed: ____________                            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
                        1998 Incentive Stock Option Plan


                            (Full Title of the Plan)

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

                                 (516) 244-1500
          (Telephone number, including area code, of agent for service)



<PAGE>



                         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,          901,648 (2)(3)         $6.50               $5,860,712           $1,728.91
par value
$.0001
per share
===================================================================================================
<FN>
(1)  Estimated solely for the purpose of calculating the registration fee, based upon the average 
     of high and low prices of the Company's Common Stock on the NASDAQ  on May 12, 1998.
(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 1998 Incentive Stock
     Option Plan as approved February 19, 1998.
</FN>
</TABLE>

<PAGE>

                                   PROSPECTUS

     This Prospectus  relates to up to an aggregate  901,648  shares,  including
122,500  shares issued and 779,148  shares  issuable upon exercise of options of
the Common  stock  $.0001 par value (the  "Common  Stock") of Computer  Concepts
Corp.  ("Computer  Concepts  Corp."  or  the  "Company")  and is to be  used  in
connection  with the reoffer and resale of such  shares of Common  stock  and/or
shares issuable upon exercise of options (the "Options")  which have been issued
or are issuable to directors, officers, employees and consultants of the Company
(the  "Selling  Stockholders"),  some of whom  are  affiliates  of the  Company,
pursuant to the  Company's  1998  Incentive  Stock Option Plan and certain share
grants pursuant to written compensation agreements  (collectively referred to as
the  "Plans").  The amount of Common Stock to be  reoffered or resold  hereby by
each Selling Stockholder who is an affiliate,  and any other person with whom he
or she is acting in  concert  for the  purpose of  selling  Common  Stock of the
Company, may not exceed,  during any three month period, the amount specified in
Rule 144 (e) of the Securities Act of 1933, as amended (the  "Securities  Act").
See "Selling  Stockholders" and "Plan of Distribution."  The Common Stock may be
offered by the Selling  Stockholders  from time to time in  transactions  on the
National  Association of Securities  Dealers,  Inc.,  Automated Quotation System
("NASDAQ")  in  negotiated  transactions,  through the writing of options on the
Common Stock, or a combination of such methods of sale, at fixed prices that may
be changed,  at market prices  prevailing at the time of sale, at prices related
to  such  prevailing  market  prices  or  at  negotiated   prices.  The  Selling
Stockholders may effect such  transactions by the sale of the Common Stock to or
through broker-dealers,  and such broker-dealers may receive compensation in the
form of discounts,  concessions  or  commissions  from the Selling  Stockholders
and/or the purchasers of the Common Stock for whom such  broker-dealers  may act
as agent or to whom they may sell as principal, or both (which compensation to a
particular  broker-dealer  might be in excess  of  customary  commissions).  The
Selling  Stockholders and any broker-dealer who acts in connection with the sale
of Common Stock  hereunder  may be deemed to be  "underwriters"  as that term is
defined in the Securities Act. The Selling Stockholders may also sell the Common
Stock pursuant to all of the terms and conditions of Rule 144 promulgated  under
the Securities Act or any other exemption from the registration  requirements of
the Act  which  may be  applicable.  See  "Selling  Stockholders"  and  "Plan of
Distribution." The Company will not receive any of the proceeds from the sale of
the Common Stock by the Selling Stockholders, however, to the extent options are
exercised, it will receive the applicable option exercise premiums.

     The  Company's  Common Stock is listed on the NASDAQ Small Cap Market under
the Symbol  "CCEE." On May 12, 1998,  the last reported sale price of the Common
Stock as reported by NASDAQ was $6.50 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 May 15, 1998


                                       -1-

<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 Corp. as a subsidiary, which provides PC based software
that  allows for  geographical  presentation  of  database  information.  During
December  1994,  the Company  also  acquired  DBopen,  Inc.,  which  provides PC
database  administration tools employing  client/server  technology.  Subsequent
thereto,   the  Company  sold  MapLinx  Corp.,  the  Superbase   technology  and
discontinued  the DBopen  products.  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,  Europe,  Australia and South America.  Its executive
offices  are  located  at 80  Orville  Drive,  Bohemia,  New York  11716 and its
telephone number at that address is (516) 244-1500.

                              AVAILABLE INFORMATION

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

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

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

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

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934  since  the end of the  fiscal  year
          covered by the Registrant document referred to in (a) above.
<PAGE>
     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.
                                       -2-
<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  $18,365,000  for  1995,
$18,953,000  for 1996, and $12,385,000 for the year ended December 31, 1997, and
$3,554,000 for the three months ended March 31, 1998,  and cumulative  losses of
$85,295,000  through  March 31,  1998,  and may incur  additional  losses in the
course of building its  business.  The  profitability  of the Company  under its
current   business  plan  is   substantially   dependent   upon  the  successful
exploitation of its d.b.Express technology.  There can be no assurances that the
Company will be able to successfully exploit the d.b.Express technology, and the
Company  received a "going concern" opinion in its 1997  Consolidated  Financial
Statements.

     3.  Limited  Operating  History.   The  Company  acquired  or  started  its
businesses in 1989.  Effective  October 1990, it acquired Ramp Associates,  Inc.
and  effective  September  1993,  it  acquired  Softworks,  Inc.,  both of which
operated as private self-sufficient  companies prior to their acquisition by the
Company.  The Company  eliminated the Ramp  Associates,  Inc. line of consulting
services effective December 1993. The Company purchased the "Superbase" database
software technology in June 1994 and acquired DBopen Inc., and MapLinx,  Inc. in
December 1994.  Subsequent to these acquisitions,  as a result of limited sales,
changing market conditions and management's  decision to focus its activities on
exploitation  of d.b.Express  and Softworks,  management  determined to sell the
"Superbase" technology assets (sold in the second quarter of 1996),  discontinue
the DBopen related products and sold the net assets of MapLinx in 1997. 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 $7,624,000 for the three
months ended March 31, 1998, and $29,738,000,  $19,030,000,  and $16,302,000 for
the years ended December 31, 1997, 1996 and 1995, respectively.

     4. Potential  Adverse Impact on Market Price of Shares  Eligible for Future
Sale.  The  Company  has   approximately   14,532,000  shares  of  Common  Stock
outstanding as of May 12, 1998, of which approximately  13,296,000 are currently
without  restriction  on resale.  The influx of all of this Common  Stock on the
market together with 122,500 outstanding shares and 779,148 shares issuable upon
exercise of options 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  19,551,000
shares.  A  decline  in the  market  price  also may make  the  terms of  future
financings  which involve the Company's  Common Stock or the use of  convertible
debt more  burdensome.  Although  the exercise of the options  being  registered
hereunder would result in significant proceeds to the Company (approximately

                                       -3-

<PAGE>
     $25,000,000  if all  outstanding  warrants  and  options are earned and are
exercised  for  cash),  the  impact of any  significant  number  of such  shares
entering the market would likely have a negative  impact on the market price for
the Company's  Common Stock.  The Company  increased  its  authorized  number of
shares of common stock from  60,000,000 to  150,000,000  on March 22, 1996,  and
effected a reverse stock split in a ratio of 1 for 10 on March 30, 1998.

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

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

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

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

     9. Substantial  Number of Outstanding Shares of Common Stock and Volatility
in Trading  Price.  The Company has  approximately  14,532,000  shares of Common
Stock  outstanding  as of May 12, 1998, of which  approximately  13,296,000  are
currently without  restriction on resale.  Potential future  acquisitions  could
result in the issuance of  substantial  additional  shares of Common Stock.  The
price of the Company's  Common Stock is subject to fluctuation and has increased
and decreased  substantially during 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

                                       -4-
<PAGE>

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

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


                              SELLING STOCKHOLDERS

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

     The  amount  of Common  Stock to be  reoffered  or  resold by each  Selling
Stockholder  hereby who is an  Affiliate,  and any other  person  with whom each
Selling  Stockholders  is acting in concert  for the  purpose of selling  Common
Stock of the

                                       -5-
<PAGE>

Company,  is limited by Rule 144(e) of the Securities Act, which as currently in
effect would prohibit such reoffers or resales from exceeding,  during any three
month period,  the greater of (i) one percent of the Common Stock outstanding as
shown by the most recent report or statement  published by the Company,  or (ii)
the average  weekly  reported  volume of trading in the Common Stock reported by
NASDAQ during the four calendar weeks preceding the date of receipt of the order
to  execute  the  transaction  by the  broker  or the date of  execution  of the
transaction directly with a market maker.

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

                                                              Amount of           Percentage of
                           Amount of                          Common              Outstanding
                           Common           Amount of         Stock to be         Common Stock
                           Stock            Common            Owned if            to be Owned if
Name of                    Beneficially     Stock to be       all Shares          all Shares
Selling                    Owned Prior      Offered           Offered Hereby      Offered Hereby
Stockholder                to Offering*     Hereby            are Sold            are Sold **
-----------                ------------     ------------      ---------------     ---------------   
<S>                           <C>            <C>                  <C>                <C>    
Cannavino, James +            272,500        22,500               250,000             1.28%
Markus, Joseph +              562,500        50,000               512,500             2.62%
S. J. Associates, Inc.         90,000        50,000                40,000               ***

                              925,000       122,500               802,500             4.10%

<FN>
*    Includes shares issuable upon exercise of options
+    Subject to performance or other contingency
**   Based on 19,551,000 shares deemed outstanding if all options are exercised.
***  Less than one percent
</FN>
</TABLE>
                              PLAN OF DISTRIBUTION

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

                                 USE OF PROCEEDS

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

                                  LEGAL MATTERS

     The legality of the  securities  offered hereby will be passed upon for the
Company by Daniel B.  Kinsey,  P. C. Mr.  Kinsey owns  187,000  shares of Common
Stock and options exercisable for 225,466 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 187,000 shares of
Common Stock and options exercisable for 225,466 shares.

                                       -6-
<PAGE>



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


                    TABLE OF CONTENTS

                                               Page
                                               ----
Introduction..............................       2
Available Information.....................       2
Incorporation of Certain Documents
     by Reference.........................       2
Risk Factors..............................       3
Selling Stockholders......................       5
Plan of Distribution......................       6
Use of Proceeds...........................       6
Legal Matters.............................       6
Experts...................................       6






                                901,648 Shares of
                                  Common Stock





                             COMPUTER CONCEPTS CORP.





                                   PROSPECTUS





                                  May 15, 1998



<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.


                                      II-1
<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.

          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-2
<PAGE>

                        (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.


                                      II-3

<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 15th day of May, 1998.

                                         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 May 15, 1998 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


                                      II-4
<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": 48613}]
{"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": "333-52875", "film-number": "98626411"}, "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"}}
Filed: ____________                            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
                        1998 Incentive Stock Option Plan

                            (Full Title of the Plan)

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

                                 (516) 244-1500
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Each                            Proposed               Proposed
Class of                                 Maximum                Maximum              Amount of
Securities             Amount to be      Offering Price Per     Aggregate            Registration
to be Registered       Registered        Security (1)           Offering Price(1)    Fee
----------------       -------------     ------------------     -----------------    -------------
Common Stock,          901,648 (2)(3)         $6.50               $5,860,712           $1,728.91
par value
$.0001
per share
===================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee, based upon the average 
     of high and low prices of the Company's Common Stock on the NASDAQ  on May 12, 1998.
(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 1998 Incentive Stock
     Option Plan as approved February 19, 1998.
PROSPECTUS

     This Prospectus  relates to up to an aggregate  901,648  shares,  including
122,500  shares issued and 779,148  shares  issuable upon exercise of options of
the Common  stock  $.0001 par value (the  "Common  Stock") of Computer  Concepts
Corp.  ("Computer  Concepts  Corp."  or  the  "Company")  and is to be  used  in
connection  with the reoffer and resale of such  shares of Common  stock  and/or
shares issuable upon exercise of options (the "Options")  which have been issued
or are issuable to directors, officers, employees and consultants of the Company
(the  "Selling  Stockholders"),  some of whom  are  affiliates  of the  Company,
pursuant to the  Company's  1998  Incentive  Stock Option Plan and certain share
grants pursuant to written compensation agreements  (collectively referred to as
the  "Plans").  The amount of Common Stock to be  reoffered or resold  hereby by
each Selling Stockholder who is an affiliate,  and any other person with whom he
or she is acting in  concert  for the  purpose of  selling  Common  Stock of the
Company, may not exceed,  during any three month period, the amount specified in
Rule 144 (e) of the Securities Act of 1933, as amended (the  "Securities  Act").
See "Selling  Stockholders" and "Plan of Distribution."  The Common Stock may be
offered by the Selling  Stockholders  from time to time in  transactions  on the
National  Association of Securities  Dealers,  Inc.,  Automated Quotation System
("NASDAQ")  in  negotiated  transactions,  through the writing of options on the
Common Stock, or a combination of such methods of sale, at fixed prices that may
be changed,  at market prices  prevailing at the time of sale, at prices related
to  such  prevailing  market  prices  or  at  negotiated   prices.  The  Selling
Stockholders may effect such  transactions by the sale of the Common Stock to or
through broker-dealers,  and such broker-dealers may receive compensation in the
form of discounts,  concessions  or  commissions  from the Selling  Stockholders
and/or the purchasers of the Common Stock for whom such  broker-dealers  may act
as agent or to whom they may sell as principal, or both (which compensation to a
particular  broker-dealer  might be in excess  of  customary  commissions).  The
Selling  Stockholders and any broker-dealer who acts in connection with the sale
of Common Stock  hereunder  may be deemed to be  "underwriters"  as that term is
defined in the Securities Act. The Selling Stockholders may also sell the Common
Stock pursuant to all of the terms and conditions of Rule 144 promulgated  under
the Securities Act or any other exemption from the registration  requirements of
the Act  which  may be  applicable.  See  "Selling  Stockholders"  and  "Plan of
Distribution." The Company will not receive any of the proceeds from the sale of
the Common Stock by the Selling Stockholders, however, to the extent options are
exercised, it will receive the applicable option exercise premiums.

     The  Company's  Common Stock is listed on the NASDAQ Small Cap Market under
the Symbol  "CCEE." On May 12, 1998,  the last reported sale price of the Common
Stock as reported by NASDAQ was $6.50 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 May 15, 1998

                                       -1-
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 Corp. as a subsidiary, which provides PC based software
that  allows for  geographical  presentation  of  database  information.  During
December  1994,  the Company  also  acquired  DBopen,  Inc.,  which  provides PC
database  administration tools employing  client/server  technology.  Subsequent
thereto,   the  Company  sold  MapLinx  Corp.,  the  Superbase   technology  and
discontinued  the DBopen  products.  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,  Europe,  Australia and South America.  Its executive
offices  are  located  at 80  Orville  Drive,  Bohemia,  New York  11716 and its
telephone number at that address is (516) 244-1500.

                              AVAILABLE INFORMATION

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

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

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

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

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934  since  the end of the  fiscal  year
          covered by the Registrant document referred to in (a) above.
All documents filed by the Company  pursuant to Sections  13(a),  13(c), 14
and 15(d) of the  Exchange  Act  subsequent  to the date hereof and prior to the
filing  of a  post-effective  amendment  to  the  Registration  Statement  which
indicates that all shares of Common Stock offered hereby have been sold or which
deregisters all shares of Common Stock then remaining unsold, shall be deemed to
be  incorporated  by reference into this Prospectus and to be a part hereof from
the date of filing of such documents.

     Any statement  contained herein or in a document  incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that such statement is modified or
superseded 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.
                                       -2-
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  $18,365,000  for  1995,
$18,953,000  for 1996, and $12,385,000 for the year ended December 31, 1997, and
$3,554,000 for the three months ended March 31, 1998,  and cumulative  losses of
$85,295,000  through  March 31,  1998,  and may incur  additional  losses in the
course of building its  business.  The  profitability  of the Company  under its
current   business  plan  is   substantially   dependent   upon  the  successful
exploitation of its d.b.Express technology.  There can be no assurances that the
Company will be able to successfully exploit the d.b.Express technology, and the
Company  received a "going concern" opinion in its 1997  Consolidated  Financial
Statements.

     3.  Limited  Operating  History.   The  Company  acquired  or  started  its
businesses in 1989.  Effective  October 1990, it acquired Ramp Associates,  Inc.
and  effective  September  1993,  it  acquired  Softworks,  Inc.,  both of which
operated as private self-sufficient  companies prior to their acquisition by the
Company.  The Company  eliminated the Ramp  Associates,  Inc. line of consulting
services effective December 1993. The Company purchased the "Superbase" database
software technology in June 1994 and acquired DBopen Inc., and MapLinx,  Inc. in
December 1994.  Subsequent to these acquisitions,  as a result of limited sales,
changing market conditions and management's  decision to focus its activities on
exploitation  of d.b.Express  and Softworks,  management  determined to sell the
"Superbase" technology assets (sold in the second quarter of 1996),  discontinue
the DBopen related products and sold the net assets of MapLinx in 1997. 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 $7,624,000 for the three
months ended March 31, 1998, and $29,738,000,  $19,030,000,  and $16,302,000 for
the years ended December 31, 1997, 1996 and 1995, respectively.

     4. Potential  Adverse Impact on Market Price of Shares  Eligible for Future
Sale.  The  Company  has   approximately   14,532,000  shares  of  Common  Stock
outstanding as of May 12, 1998, of which approximately  13,296,000 are currently
without  restriction  on resale.  The influx of all of this Common  Stock on the
market together with 122,500 outstanding shares and 779,148 shares issuable upon
exercise of options 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  19,551,000
shares.  A  decline  in the  market  price  also may make  the  terms of  future
financings  which involve the Company's  Common Stock or the use of  convertible
debt more  burdensome.  Although  the exercise of the options  being  registered
hereunder would result in significant proceeds to the Company (approximately

                                       -3-
$25,000,000  if all  outstanding  warrants  and  options are earned and are
exercised  for  cash),  the  impact of any  significant  number  of such  shares
entering the market would likely have a negative  impact on the market price for
the Company's  Common Stock.  The Company  increased  its  authorized  number of
shares of common stock from  60,000,000 to  150,000,000  on March 22, 1996,  and
effected a reverse stock split in a ratio of 1 for 10 on March 30, 1998.

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

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

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

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

     9. Substantial  Number of Outstanding Shares of Common Stock and Volatility
in Trading  Price.  The Company has  approximately  14,532,000  shares of Common
Stock  outstanding  as of May 12, 1998, of which  approximately  13,296,000  are
currently without  restriction on resale.  Potential future  acquisitions  could
result in the issuance of  substantial  additional  shares of Common Stock.  The
price of the Company's  Common Stock is subject to fluctuation and has increased
and decreased  substantially during 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

                                       -4-
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 stock price, asset and revenue parameters for classification
as a penny stock (more than $5.00, less than $2 million of tangible assets or $6
million of revenues for  companies in business more than three years) and trades
on the  NASDAQ  exchange  (Small  Cap  Market)  those  rules  are not  currently
applicable  to the  Company.  However,  in the event,  the Company were to be so
classified in the future, the compliance requirements for the sale of securities
under  Rule  15G  could  have a  negative  effect  on the  marketability  of the
Company's securities.

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

                              SELLING STOCKHOLDERS

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

     The  amount  of Common  Stock to be  reoffered  or  resold by each  Selling
Stockholder  hereby who is an  Affiliate,  and any other  person  with whom each
Selling  Stockholders  is acting in concert  for the  purpose of selling  Common
Stock of the

                                       -5-
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 **
-----------                ------------     ------------      ---------------     ---------------
Cannavino, James +            272,500        22,500               250,000             1.28%
Markus, Joseph +              562,500        50,000               512,500             2.62%
S. J. Associates, Inc.         90,000        50,000                40,000               ***

                              925,000       122,500               802,500             4.10%
*    Includes shares issuable upon exercise of options
+    Subject to performance or other contingency
**   Based on 19,551,000 shares deemed outstanding if all options are exercised.
***  Less than one percent
PLAN OF DISTRIBUTION

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

                                 USE OF PROCEEDS

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

                                  LEGAL MATTERS

     The legality of the  securities  offered hereby will be passed upon for the
Company by Daniel B.  Kinsey,  P. C. Mr.  Kinsey owns  187,000  shares of Common
Stock and options exercisable for 225,466 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 187,000 shares of
Common Stock and options exercisable for 225,466 shares.

                                       -6-
No dealer, salesperson or any other person has been
authorized to give any information or to make any
representations in connection with this offering other
than those contained in this Prospectus.  Any
information or representations not herein contained, if
given or made, must not be relied upon as having been
authorized by the Company.  This Prospectus does not
constitute an offer to sell or a solicitation of an offer to
buy any security other than the securities offered by this
Prospectus, nor does it constitute an offer to sell or a
solicitation of an offer to buy the securities by any
person in any jurisdiction where such offer or
solicitation is not authorized, or in which the person
making such offer is not qualified to do so, or to any
person to whom it is unlawful to make such offer or
solicitation.  The delivery of this Prospectus shall not,
under any circumstances create any implication that
there has been no change in the affairs of the Company
since the date hereof.

                    TABLE OF CONTENTS

                                               Page
                                               ----
Introduction..............................       2
Available Information.....................       2
Incorporation of Certain Documents
     by Reference.........................       2
Risk Factors..............................       3
Selling Stockholders......................       5
Plan of Distribution......................       6
Use of Proceeds...........................       6
Legal Matters.............................       6
Experts...................................       6

                                901,648 Shares of
                                  Common Stock

                             COMPUTER CONCEPTS CORP.

                                   PROSPECTUS

                                  May 15, 1998
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.

                                      II-1
Item 6.  Indemnification of Directors and Officers.

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

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

     If unsuccessful  in defense of a third-party  civil suit or a criminal suit
is settled,  such a person shall be indemnified  under such law against both (1)
expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
in settlement  if he acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best interests of Registrant,  and with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.

     If  unsuccessful  in  defense  of a  suit  brought  by or in the  right  of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

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

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          5        Opinion and consent of Daniel B. Kinsey, P. C.

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

          23.2     Consent of Hays & Company, Independent Certified Public 
                   Accountants

          24       Powers of Attorney.

 Item 9. Undertakings.

          (a)      The undersigned Registrant hereby undertakes:

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

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

                                      II-2
(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.

                                      II-3
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 15th day of May, 1998.

                                         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 May 15, 1998 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

                                      II-4
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