SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549



                             FORM 8-K


                          CURRENT REPORT


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


                   Date of Report: May 9, 1997
                (Date of earliest event reported)



                          COMPUTER CONCEPTS CORP.                       
      (Exact name of registrant as specified in its charter)



   Delaware                     0-20660                  11-2895590    
(State or other              (Commission                (IRS Employer
 jurisdiction of              File Number)             Identification
 incorporation)                                            Number)




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



Registrant's telephone number                  
including area code                              (516) 244-1500    




                                                                         
   (Former name or former address, if changed since last report)





Item 9.   Sales of Equity Securities Pursuant to Regulation S.

The following Information is furnished in accordance with Item 701 of
Regulation S-B as to all equity securities of the Registrant sold by the
Registrant that were not registered under the Securities Act of 1933
("Act") in reliance upon Regulation S under the Act.

A.   TITLE AND AMOUNT OF SECURITIES SOLD AND THE DATE OF THE
     TRANSACTION - Convertible Debentures which may be settled only by
     conversion, issued for an aggregate gross principal of $3,865,000,
     of which a first tranche of $1,270,000 closed on May 9, 1997, and
     is convertible no sooner than June 23, 1997, nor later than June
     23, 1999, and of which the second tranche of $2,595,000 closed on
     May 23, 1997, and is convertible no sooner than July 8, 1997, nor
     later than May 15, 1998, into shares of $.0001 par value common
     stock of the Registrant in the manner indicated in Item 9E, below. 
     On June 23, 1999, all first tranche debentures still outstanding,
     and on May 15, 1998, all second tranche debentures still
     outstanding, will automatically be converted in the manner
     indicated in Item 9E, below.  Options exercisable for 357,500
     shares of common stock were also issued to the placement agents
     exercisable at prices ranging from $.39375 to $.73125 per share.

B.   NAME OF THE PLACEMENT AGENT(S) IS - first tranche; GMF Holdings,
     Inc.; second tranche: J. P. Carey Enterprises, Inc.

C.   CONSIDERATION RECEIVED - Total consideration paid by financing
     participants for issuance of the convertible debentures was
     $3,865,000 with Registrant receiving net proceeds of $3,380,992
     after deduction of cash commissions.

D.   PERSONS OR CLASSES  OF  PERSONS  TO WHOM THE  SECURITIES  WERE SOLD AND
     EXEMPTION FROM REGISTRATION CLAIMED - Three unrelated, non-affiliated,
     non-U.S. Persons in the first tranche and twelve  unrelated,  non-
     affiliated,  non-U.S. Persons,  each  eligible for  utilization  of
     Regulation S under the Act as not being a "U.S.  Person" as defined in
     Rule 902(o),  which person(s) has warranted and represented in an Off-
     Shore Securities  Subscription Agreement that he or it is  eligible to
     utilize  such  exemptions  as  afforded  to non-U.S.  Persons in
     accordance with aforesaid  Regulation S under the Act and has further
     warranted and represented that such person(s) is an "accredited investor" 
     as defined under the Act.

E.   TERMS OF CONVERSION - The convertible debentures (hereinafter the
     "Debentures") are convertible into shares of common stock any time
     45 days following closing, each at 75% of the average closing bid
     price for the five trading days preceding the date of conversion
     or the average bid price at the date of closing, whichever is
     less.


     Exhibits - None 




                            SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                              Computer Concepts Corp.



                              By:                      
                                   Daniel DelGiorno 
                                   President

Date: May 23, 1997