CONCORD CAMERA CORP, S-3/A, 2000-08-31

CONCORD CAMERA CORP
S-3/A, 2000-08-31
PHOTOGRAPHIC EQUIPMENT & SUPPLIES

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<PAGE>

As filed with the Securities and Exchange Commission on August 31, 2000
Registration No. 333-42552

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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
---------------------
Amendment No. 1 to

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONCORD CAMERA CORP.
(Exact name of registrant as specified in its charter)
---------------------
New Jersey 13-3152196
(State or other jurisdiction of incorporation or organization) (IRS Employer
Identification No.)

4000 Hollywood Blvd., Suite 650N
Hollywood, Florida 33021
(954) 331-4200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Ira B. Lampert
Chairman, Chief Executive Officer and President
Concord Camera Corp.
4000 Hollywood Blvd., Suite 650N
Hollywood, Florida 33021
(954) 331-4200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
Copies to:

Ralph J. Sutcliffe, Esq. Gary Epstein, Esq.
Kronish Lieb Weiner & Hellman LLP Greenberg Traurig, P.A.
1114 Avenue of the Americas 1221 Brickell Avenue
New York, New York 10036-7798 Miami, Florida 33131
(212) 479-6000 (305) 579-0500

Approximate date of commencement of proposed sale to public: As soon as
practicable on or after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
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<PAGE>

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of each class of securities Amount to be Offering Price Aggregate Offering Amount of
to be registered Registered(1) per Share Price (2) Registration fee
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value per
share ............................ 4,025,000 $ 21.50 $86,537,500 $22,846
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes 525,000 shares of common stock to cover the over-allotment option
granted by Concord Camera Corp. to the underwriters.

(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act.
<PAGE>

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities nor does it seek an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 31, 2000

PROSPECTUS

3,500,000 Shares

[GRAPHIC OMITTED]

Common Stock

We are offering 3,500,000 shares of common stock.

Our common stock is quoted on the Nasdaq National Market under the symbol
"LENS." The closing price of our common stock on the Nasdaq National Market on
August 29, 2000 was $21.50 per share.

You should consider the risks we have described in "Risk Factors"
beginning on page 7 before deciding whether to invest in shares of our common
stock.

Per
Share Total
------- ---------
Public offering price $ $
Underwriting discounts and commissions $ $
Proceeds, before expenses, to us $ $

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

We have granted the underwriters an option to purchase up to 525,000
shares of common stock within 30 days after the date of this prospectus to
cover unfilled customer orders for our common stock.

The underwriters expect to deliver the shares to purchasers on or before
______________, 2000.

The date of this prospectus is _______, 2000

RAYMOND JAMES & ASSOCIATES, INC. THE ROBINSON-HUMPHREY COMPANY

<PAGE>

Inside front cover:

Photographs depicting Selected Company Products

<PAGE>

PROSPECTUS SUMMARY

The following summary highlights some key information from this
prospectus. It may not contain all the information that is important to you. To
understand this offering fully, you should read carefully the entire
prospectus, including the section titled "Risk Factors," as well as the
financial statements and other documents incorporated by reference in this
prospectus. In this prospectus:

o "We," "us," "our," "Concord" and the "Company" refer to Concord Camera
Corp. and its subsidiaries.

o Beginning in Fiscal 1999, the Company changed its fiscal year to end on
the Saturday closest to June 30. Fiscal 2000 refers to the Fiscal Year
ended July 1, 2000 and Fiscal 1999 refers to the Fiscal Year ended July 3,
1999. Prior to 1999, the Company's year-end was the twelve-month period
ended June 30. References to "fiscal year" incorporate this usage.

o All information in this prospectus gives effect to a two-for-one stock
split effective on April 14, 2000 to shareholders of record on March 27,
2000.

o Except as otherwise indicated, the information in this prospectus assumes
that the underwriters' over-allotment option is not exercised.

o The following are our trademarks: Concord(R), Keystone(R), Fun
Shooter(R), Le Clic(R), Goldline(R) and Apex(R); and, in numerous foreign
countries only, Argus(R); and we have applied for the trademark eye Q(TM).
This prospectus also includes names and trademarks of other companies.

Concord Camera Corp.

Our Company

We design, develop, manufacture and sell on a worldwide basis high
quality, popularly priced, easy-to-use image capture products. Our products
include digital image capture devices and traditional and single use cameras in
35mm, Advanced Photo System (APS) and instant formats. By investing significant
funds in our design, development, engineering and manufacturing capabilities,
we have positioned ourselves to capitalize on the industry trend to outsource
the design, development and manufacture of all types of image capture devices.
As a consequence, we now develop new products, including digital image capture
devices and innovative electro, optical and mechanical devices, both for our
own account and in conjunction with our Original Equipment Manufacturer (OEM)
customers and some of our key retail customers. We serve as a contract
manufacturer of developed and co-developed products for our OEM customers, and
we also sell our own branded and private label versions of those products
incorporating certain of the co-developed technology.

Our product line focuses on the three fastest growing segments in the
image capture product market: APS, digital and single use cameras. According to
the Photo Marketing Association, in the United States during the period from
1996 through 1998, sales of APS, digital and single use cameras grew at
compound annual rates of 67.9%, 65.0% and 23.9%, respectively. We believe we
are the fourth largest manufacturer of single use cameras in the world (behind
Eastman Kodak Co., Fuji Photo Film Co. Ltd. and Konica Corporation). Based on
our estimates, we produced approximately 13.7% of all single use cameras sold
in 1999 worldwide excluding Japan. We estimate the single use camera market
will grow at a worldwide compound annual growth rate of 13.5% during the next
five years.

We manufacture products in a facility we own in the People's Republic of
China (PRC). Our manufacturing facility, together with three employee
dormitories we lease, comprise in excess of 600,000 square feet. We have
operated in the PRC since 1984. Our manufacturing capabilities and facilities
in the PRC are key components of our low cost of production. Our monthly cost
per production worker is approximately $184. Our Hong Kong management team,
many of whom live in

3
<PAGE>

the PRC, oversees manufacturing activities. Our products are created, designed,
developed and engineered principally in design centers in Hong Kong, the PRC
and the United States. As of July 1, 2000, we employed approximately 80
engineers and designers.

We have evolved from a manufacturer and distributor of cameras to a
leading contract manufacturer of image capture products with strong retail
distribution. At the same time we have developed and are beginning to
manufacture a full line of lower priced digital cameras. Average revenue from
our existing products ranges from $3 to $17 per unit, while average revenue
from our new digital products is expected to range from $40 to $125 per unit.
We recently completed two development projects, one for an entry level digital
camera having a $99 suggested retail price and another for a full-featured
digital camera having a $200 to $300 suggested retail price. Our design teams
are currently engaged in the development of additional digital projects. The
experience gained from these development projects should enable us to compete
effectively for supply contracts with companies desiring to offer low cost
digital camera solutions. Worldwide digital camera sales are projected to grow
at a compound annual rate of approximately 45.0% over the next five years, with
shipments expected to reach 41.6 million units in 2004, according to
International Data Corp.

Our Growth Strategy

We intend to enhance our position as a leader in contract manufacturing
while continuing to expand our retail sales and distribution business. Our
growth strategy includes the following key elements:

o Obtain additional business from our existing OEM customers. Since Fiscal
1995, when we adopted the strategy of positioning ourselves as an innovative
designer, developer and manufacturer of high quality, low priced products, we
have captured OEM business from several of the world's largest film, camera and
imaging companies, including Agfa-Gevaert AG, Eastman Kodak Co., Ferrania
S.p.A., KB Gear Interactive, Inc. and Polaroid Corp. We continue to invest in
product development to increase business from our existing OEM customers.

o Develop new OEM relationships. We intend to leverage our existing
relationships and our strong capabilities in engineering, design and
manufacturing to establish new OEM relationships. We also intend to capitalize
on our recent entry into the lower-priced digital camera market to attract new
OEM customers.

o Differentiate ourselves from other contract manufacturers. We will
continue to differentiate ourselves from our competitors by providing OEM
customers with the dedicated design and development expertise of our
experienced engineers at our facilities in Hollywood, Florida, Hong Kong and
the PRC and by providing advanced, low-cost manufacturing capabilities.

o Continue to expand our retail and distribution business. We continue to
globally expand our retail sales and distribution business by increasing
customers, product listings, retail segments and sales volumes through the
continued introduction of new product lines and models, many of which are the
result of our development and co-development programs with our OEM customers.
Our retail customers now include Argus, Boots, K-Mart, Target, Walgreens,
Eckerds and Wal-Mart. We continue to invest in our internal sales and marketing
capabilities to expand our retail business.

o Pursue strategic relationships and acquisitions. When appropriate, we
intend to seek strategic relationships with leading companies in our industry,
as well as acquisitions that will help us further expand our product mix, our
distribution and our retail competitive position.

Our Address and Telephone Number

The address of our principal executive offices is 4000 Hollywood Blvd.,
Suite 650N, Hollywood, Florida 33021 and our telephone number is (954)
331-4200.

4
<PAGE>

The Offering

Common stock offered..... 3,500,000 shares of common stock

Common stock to be
outstanding after the
offering................ 25,783,208 shares of common stock (1)

Use of proceeds.......... We intend to use the net proceeds to repay
outstanding indebtedness including capital leases,
for capital expenditures and for general corporate
and strategic purposes, including working capital
and investments in new technologies, product lines
and complementary businesses.

Risk factors............. You should carefully consider the risk factors
described below, beginning on page 7 of this
prospectus, before buying shares of our common
stock.

Nasdaq National Market
symbol.................. "LENS"

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

(1) Excludes 525,000 shares to be sold by us if the underwriters'
over-allotment option is exercised in full, as described in
"Underwriting." The number of shares outstanding also excludes 4,498,548
shares that we may issue upon exercise of stock options outstanding on
July 1, 2000, 656,318 shares of common stock available for issuance under
our Incentive Plan as of July 1, 2000 and 1,542,526 shares of treasury
stock.

5
<PAGE>

Summary Financial Data

In the table below, we provide you with our summary historical financial
data. We have prepared this information using our consolidated financial
statements for the five fiscal years ended July 1, 2000. The financial
statements for the five fiscal years ended July 1, 2000 have been audited by
Ernst & Young LLP, independent certified public accountants.

When you read this summary historical financial data, it is important that
you read along with it the historical financial statements and related notes in
our annual and quarterly reports filed with the Securities and Exchange
Commission, as well as the section of our annual and quarterly reports titled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

<TABLE>
<CAPTION>
Fiscal Year Ended
--------------------------------------------------------------------
July 1, July 3, June 30, June 30, June 30,
2000 1999 1998 1997 1996
----------- ----------- ------------ ----------- -----------
(Dollars in thousands except per share data)
<S> <C> <C> <C> <C> <C>
STATEMENT OF
OPERATIONS DATA:
Net sales .................................. $173,158 $118,418 $102,663 $65,747 $66,782
Cost of product sold ....................... 126,148 86,664 74,771 48,722 49,293
-------- -------- -------- ------- -------
Gross profit ............................... 47,010 31,754 27,892 17,025 17,489
Operating expenses ......................... 31,045 23,593 21,892 17,864 19,173
-------- -------- -------- ------- -------
Operating income (loss) .................... 15,965 8,161 6,000 (839) (1,684)
Other (income), net ........................ (883) (441) (517) (123) (30)
-------- -------- -------- ------- -------
Income (loss) before taxes ................. 16,848 8,602 6,517 (716) (1,654)
Provision (benefit) for taxes .............. (2,751) 893 504 117 80
-------- -------- -------- ------- -------
Net income (loss) .......................... $ 19,599 $ 7,709 $ 6,013 ($ 833) ($ 1,734)
======== ======== ======== ======= =======
Basic earnings (loss) per share* ........... $ 0.89 $ 0.35 $ 0.27 ($ 0.04) ($ 0.08)
======== ======== ======== ======== =======
Diluted earnings (loss) per share* ......... $ 0.81 $ 0.33 $ 0.26 ($ 0.04) ($ 0.08)
======== ======== ======== ======== =======
BALANCE SHEET DATA:
Working capital ............................ $ 52,600 $ 37,447 $ 20,813 $13,994 $16,696
======== ======== ======== ======== =======
Total assets ............................... $134,003 $ 96,647 $ 72,082 $53,088 $49,850
======== ======== ======== ======== =======
Total debt ................................. $ 19,555 $ 29,735 $ 15,599 $11,197 $ 9,348
======== ======== ======== ======== =======
Total stockholders' equity ................. $ 66,290 $ 42,696 $ 36,105 $29,502 $30,478
======== ======== ======== ======== =======
</TABLE>

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* Per share data for all periods presented has been restated to reflect a
two-for-one stock split. For further discussion see Note 7 to the
Consolidated Financial Statements.

6
<PAGE>

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should
carefully consider the risks and uncertainties described below before you
purchase any of our common stock. These risks and uncertainties are not the
only ones we face. Unknown additional risks and uncertainties, or ones that we
currently consider immaterial, may also impair our business operations. If any
of these risks or uncertainties actually occur, our business, financial
condition or results of operations could be materially adversely affected. In
this event, the trading price of our common stock could decline, and you could
lose all or part of your investment.

Our operations are subject to control by the People's Republic of China (PRC)
and various of its local governmental agencies.

The continuing viability of our PRC agreements is crucial to our business
operations in the PRC. We manufacture a majority of the components used in our
cameras and assemble all of our manufactured finished products in the PRC. Our
agreements with various PRC government agencies currently provide us with
approximately 6,500 workers. We are responsible for their wages, food and
housing. The termination or material modification of these agreements would
have a material adverse impact on our revenues and earnings.

Political and economic uncertainties in the PRC could affect our business.

Our business could be adversely affected by the imposition in the PRC of
austerity measures intended to reduce inflation, which could result in the
inadequate development or maintenance of infrastructure, the unavailability of
adequate power and water supplies, transportation, raw material and parts, or a
deterioration of the general political, economic or social environment in the
PRC.

Relocation time and expenses could result in substantial losses.

If we determine it is necessary to relocate our manufacturing facilities
from the PRC, due to confiscation, expropriation, nationalization, embargoes,
or other governmental restrictions, we would incur substantial operating and
capital losses including losses resulting from business interruption and delays
in production. In addition, as a result of a relocation of our manufacturing
equipment and other assets, we would likely incur relatively higher
manufacturing costs, which could reduce sales and decrease the current margin
on the products we previously manufactured in the PRC. Relocation of our
manufacturing operations would also result in disruption in the delivery of our
products which could, in turn, reduce demand for such products in the future.

There is also a risk of business interruption as a result of political events,
the costs of which may exceed our insurance coverage.

The PRC has experienced political disruptions in the past. We maintain
political risk insurance up to $15 million on equipment and business
interruption insurance up to $15 million, but it is possible that political
events may cause an interruption of our manufacturing operations, the cost of
which might exceed our insurance coverage.

A change in the PRC's trade status could affect the import cost of our
products.

The PRC enjoys most-favored nation trading status granted by the United
States, whereby the United States imposes the lowest applicable tariffs on
exports to the United States. The United States annually reconsiders the
renewal of most-favored nation trading status for the PRC. Pending approval by
the Senate, a bill recently adopted by the House of Representatives would
establish permanent normal trade relations with the PRC. If permanent normal
trade relations were not established and the PRC's most-favored nation status
were rescinded, there would be a substantial increase in tariffs imposed on
goods of Chinese origin entering the United States, including those goods
manufactured by us, which would have a material adverse impact on our revenues
and earnings.

7
<PAGE>

Termination of our non-exclusive license to use certain Fuji intellectual
property would have a material adverse effect on our single use camera business
if Fuji's patents were found to be valid and infringed by our single use
products.

On December 30, 1997, we commenced an action against Fuji Photo Film Co.
Ltd. ("Fuji") in the United States District Court for the Southern District of
New York. The action seeks to enforce the terms of a settlement agreement
between Fuji and us and to restrain Fuji from terminating the settlement
agreement. Under the terms of the settlement agreement, we were granted a
worldwide (subject to certain geographic limitations), non-exclusive license to
use certain Fuji intellectual property in connection with the manufacture and
sale of single use cameras. Termination of the license would have a material
adverse effect on our single use camera business if Fuji patents were found to
be valid and infringed by our single use products. On January 9, 1998, the
Court granted our request for an order restraining Fuji from terminating the
settlement agreement. Pending a final judicial determination of the dispute,
the restraining order will continue in effect as long as we refrain from making
any further shipments under the purchase order that gave rise to the dispute.
See "Legal Proceedings."

We are dependent on certain large OEM customers.

Our three largest OEM customers, Agfa, Kodak and Polaroid, represented
approximately 59.2% of our revenue during Fiscal 2000. The loss of any of these
OEM customers could have a material adverse impact on our revenues and profits.

We have broad discretion over the use of proceeds of this offering.

We will have significant flexibility in applying the net proceeds of this
offering. Our failure to apply such net proceeds effectively could have a
material adverse effect on our business, results of operations and financial
condition.

A reversal of the International Trade Commission ban on importation of
re-loaded single use cameras could adversely affect our business.

In June 1999, the International Trade Commission banned the unlicensed
importation of new and re-loaded single use cameras due to the infringement of
such imports on existing United States patents held by Fuji. This decision has
been appealed to the Court of Appeals for the District of Columbia. If the
decision is reversed, and the United States market for imported remanufactured
single use cameras becomes open to competition, it could have a material
adverse impact on our revenues and earnings.

<PAGE>

We are dependent on a small group of key personnel.

Our business is managed by a small number of key management and operating
personnel. In particular, we rely on the continued services of Ira B. Lampert,
our Chairman, Chief Executive Officer and President. The loss of any of these
key employees could have a material adverse impact on our business. We believe
our future success will depend in large part on our continued ability to
attract highly skilled and qualified personnel. Competition for such personnel
is intense. We may not be able to hire the necessary personnel to implement our
business strategy, or we may need to pay higher compensation for employees than
currently budgeted. Our inability to attract and retain such personnel could
limit our growth and affect our profits.

Our newer digital camera products involve a more complex development process
which we may not be able to successfully integrate into our operations.

Digital cameras involve a more complex development process and component
procurement than our existing camera business. Manufacturing delays, including
component procurement delays which may be outside our control, could adversely
impact our business, results of operations and financial condition.

To achieve our operating and financial objectives, we must manage our
anticipated growth effectively.

Our business has grown rapidly, and our future success depends in large
part on our ability to manage our recent and anticipated growth. To manage this
growth, we will need to hire additional experienced, skilled personnel and to
train, manage and retain key employees. These activities may strain our
management resources. If we are unable to manage growth effectively, our
profits would be adversely affected.

8
<PAGE>

The camera and photographic products industry is highly competitive.

As a manufacturer and distributor of low cost image capture products, we
encounter substantial competition from a number of firms, many of which have
longer operating histories, more established markets, more extensive facilities
and, in some cases, greater resources.

We face certain foreign currency risks as a result of conducting a substantial
portion of our business activities in Hong Kong.

Since 1983 the Hong Kong dollar has been pegged to the United States
dollar, but the exchange rate of the Hong Kong dollar may fluctuate in the
future. Although our OEM and major retail business is conducted in U.S.
dollars, certain of our obligations under agreements in the PRC, as well as our
Hong Kong suppliers, are paid in Hong Kong dollars. We are also exposed to
currency risks in Japan and other countries where we purchase materials for our
products or sell those products. We generally do not engage in currency hedging
activities.

We also face political risks as a result of conducting administrative, sales,
engineering and design activities in Hong Kong.

In July 1997, the exercise of sovereignty over Hong Kong was transferred
from the United Kingdom to the PRC and Hong Kong became a Special
Administrative Region of the PRC. We cannot predict how the PRC will interpret
and implement the basic law that provides, in part, for the capitalist system
and way of life to remain unchanged for 50 years. We can also not predict the
effect of any such action on our business activities in Hong Kong or our
operations or financial condition in general. Any significant changes affecting
our operations or financial condition in the PRC or Hong Kong could have a
material adverse effect on our business and financial condition.

The importation of products into the United States and other countries in which
our products are sold is subject to various other risks.

The United States, the PRC, Hong Kong, the European Union or other
countries may impose trade restrictions that could adversely affect our
operations. In addition, the United States is currently monitoring various PRC
practices, including trade, investment and government procurement, as well as
the PRC's compliance with various multilateral and bilateral agreements. We
cannot predict whether the United States will take future trade actions against
the PRC that may result in increased tariffs against PRC products, including
products imported by us.

The market price of our common stock may fluctuate.

The stock markets, and in particular the Nasdaq National Market, have
experienced extreme price and volume fluctuations that have affected the market
prices of equity securities of many companies and that often have been
unrelated or disproportionate to the operating performance of such companies.
Many stocks are trading at or near historical highs and reflect price to
earnings ratios substantially above historical levels that may not be
sustained. These broad market factors may adversely affect the market price of
our common stock. In the past, following periods of volatility in the market
price of a company's securities, securities class action litigation has often
been instituted against that company. Such litigation, if instituted, could
result in substantial costs and a diversion of management's attention and
resources, which could harm our business.

Future sales of our common stock could adversely affect the price of the common
stock.

Future sales of our common stock could depress the market price of the
shares. Future sales of these shares or the market's perception that any sales
could occur may cause the market price of the common stock to fall. Such sales
might also make it more difficult for us to raise funds through future equity
offerings or to use equity as consideration for future acquisitions.

9
<PAGE>

We may not be able to identify and integrate future acquisitions.

We intend to pursue strategic acquisitions we consider reasonable in light
of the revenues and profits we believe we will be able to generate from these
acquisitions. The cost of acquisitions within the industry has generally
increased over time. Additionally, we compete for acquisitions with certain
other industry competitors, some of which have greater financial and other
resources than we do. Increased demand for acquisitions may result in fewer
acquisition opportunities for us as well as higher acquisition prices. Although
we believe opportunities may exist for us to grow through acquisitions, we may
not be able to identify and consummate acquisitions on acceptable terms. If we
do acquire other companies, we may not be able to profitably manage and
successfully integrate them with our operations and sales and marketing efforts
without substantial costs or delays. Acquisitions involve a number of potential
risks, including the potential loss of customers, increased leverage and debt
service requirements, combining disparate company cultures and facilities and
operating in geographically diverse markets. One or more of our future
acquisitions may have a material adverse effect on our financial condition and
results of operations.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated by reference include
statements that are "forward-looking statements" within the meaning of the safe
harbor provisions of The Private Securities Litigation Reform Act of 1995. Some
of the forward-looking statements can be identified by the use of
forward-looking words such as "believes," "expects," "may," "will," "should,"
"seeks," "intends," "plans," "estimates," or "anticipates" or the negative of
those words or other comparable terminology. Forward-looking statements are not
historical facts but instead represent only our present belief regarding future
events, many of which, by their nature, are inherently uncertain and involve
risks and uncertainties. A number of important factors could cause actual
results to differ, perhaps materially, from the anticipated results indicated
in the forward-looking statements. For a discussion of some of the factors that
could cause actual results to differ, please see the discussion under "Risk
Factors" contained in this prospectus and information contained in our publicly
available SEC filings that are incorporated by reference in this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other information with the
Securities and Exchange Commission ("SEC"). Our SEC file number is 000-17038.
Such reports, proxy statements, and other information concerning Concord can be
read and copied at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. You can also access copies of such
materials electronically on the SEC's home page on the World Wide Web at
www.sec.gov. Reports, proxy statements and other information concerning us are
also available for inspection at the National Association of Securities
Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.

This prospectus is part of a registration statement filed with the SEC by
us. The full registration statement can be obtained from the SEC as indicated
above, or from us.

The SEC allows us to "incorporate by reference" the information we file
with the SEC. This permits us to disclose important information to you by
referring to these filed documents. Any information referred to in this way is
considered part of this prospectus, and any information we file with the SEC
after the date of this prospectus will automatically be deemed to update and
supersede this information. We incorporate by reference the following documents
we have filed with the SEC:

o Our Annual Report on Form 10-K for the year ended July 1, 2000; and

o The description of our common stock contained in our Registration
Statement on Form 8-A filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on ____________, 2000, including any
amendment or report filed to update such description.

We also incorporate by reference any future filings made with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.

10
<PAGE>

We will provide without charge upon written or oral request, a copy of any
or all of the documents that are incorporated by reference into this
prospectus, other than exhibits which are specifically incorporated by
reference into such documents. Requests should be directed to Concord Camera
Corp., 4000 Hollywood Blvd., Suite 650N, Hollywood, Florida 33021, Attention:
Brian King, Secretary (Telephone: (954) 331-4200).

We intend to provide you with annual reports containing financial
statements audited by our independent auditors and quarterly reports for the
first three fiscal quarters of each fiscal year containing unaudited interim
financial information, in each case, accompanied by a discussion of such
financial information and, in the case of the annual report, including a
summary of our business.

USE OF PROCEEDS

We estimate the net proceeds from the sale of the 3,500,000 shares of
common stock we are offering will be approximately $71.1 million, at an assumed
public offering price of $21.50 per share and after deducting the estimated
underwriting discounts and commissions but without deducting the estimated
expenses of the offering. If the underwriters' over-allotment option is
exercised in full, we estimate such net proceeds will be approximately $81.8
million. The closing price of our common stock on the Nasdaq National Market on
August 29, 2000 was $21.50 per share.

We plan to use the net proceeds of this offering to repay outstanding
indebtedness, including capital leases, for capital expenditures and for
general corporate and strategic purposes, including working capital and
investments in new technologies, product lines and complementary businesses.
Pending use of the net proceeds of this offering, we intend to invest the net
proceeds in short-term, interest-bearing, investment grade securities.

DIVIDEND POLICY

We have never paid cash dividends on our common stock and we do not
anticipate paying cash dividends in the foreseeable future. In addition, our
agreements with our lenders limit our ability to pay dividends, and we may in
the future incur indebtedness which may further prohibit or effectively
eliminate the payment of dividends.

11
<PAGE>

PRICE RANGE OF COMMON STOCK

Our common stock has been quoted on the Nasdaq National Market under the
symbol "LENS" since July 12, 1988. The following table sets forth the high and
low closing prices for the common stock as reported on the Nasdaq National
Market for the period from July 1, 1998 through August 29, 2000. The prices set
forth below have been adjusted for the two-for-one stock split effective on
April 14, 2000 to shareholders of record on March 27, 2000.

<TABLE>
<CAPTION>
High Low
----------- -----------
<S> <C> <C>
Quarter ended
September 30, 2000 (through August 29, 2000). $ 25.81 $ 19.88
July 1, 2000 ................................ $ 26.81 $ 12.94
April 1, 2000 ............................... $ 28.72 $ 10.85
January 1, 2000 ............................. $ 11.38 $ 4.25
Quarter ended
October 2, 1999 ............................. $ 4.84 $ 2.75
July 3, 1999 ................................ $ 2.84 $ 1.78
April 3, 1999 ............................... $ 2.50 $ 2.02
January 2, 1999 ............................. $ 2.75 $ 1.53
Quarter ended
October 3, 1998 ............................. $ 3.38 $ 1.53

</TABLE>

The closing price of our common stock on the Nasdaq National Market on
August 29, 2000 was $21.50 per share.

As of July 1, 2000, there were approximately 1,041 shareholders of record
of our common stock.

12
<PAGE>

CAPITALIZATION

The following table sets forth our capitalization as of July 1, 2000 (1)
on an actual basis, and (2) as adjusted to give effect to the sale of the
3,500,000 shares of common stock we are offering, at an assumed public offering
price of $21.50 per share and (i) after deducting the estimated underwriting
discounts and commission, (ii) after repaying $4,664 of indebtedness (iii) but
without deducting the estimated offering expenses we will pay. This table
should be read in conjunction with the financial statements and the related
notes incorporated by reference elsewhere in this prospectus.

<TABLE>
<CAPTION>
July 1, 2000
-----------------------------
Actual As Adjusted
----------- ------------
(In thousands, except share
data)
<S> <C> <C>
Cash and cash equivalents .............................................. $ 24,390 $ 90,837
======== ========
Total debt ............................................................. $ 19,555 $ 14,891
Preferred stock, no par value, 1,000,000 shares authorized
-0- issued and outstanding ............................................. -- --
Stockholders' equity:
Common stock, no par value, 100,000,000 shares authorized; 23,825,734*
and 27,325,734 shares issued actual and as adjusted .................... 42,145 113,256
Paid-in capital ........................................................ 2,626 2,626
Retained earnings ...................................................... 25,685 25,685
Notes receivable arising from common stock purchase agreements ......... (29) (29)
Treasury stock, at cost, 1,542,526* shares ............................. (4,137) (4,137)
-------- --------
Total stockholders' equity ............................................. $ 66,290 $137,401
======== ========
Total capitalization ................................................... $ 85,845 $152,292
======== ========
</TABLE>

* Share data for all periods presented has been restated to reflect a
two-for-one stock split.

13
<PAGE>

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

In the table below, we provide you with our selected consolidated
financial and operating data. We have prepared this information using our
consolidated financial statements for the five fiscal years ended July 1, 2000.
The financial statements for the five fiscal years ended July 1, 2000 have been
audited by Ernst & Young LLP, independent certified public accountants.

When you read this selected consolidated financial and operating data, it
is important that you read along with it the historical financial statements
and related notes in our annual and quarterly reports filed with the SEC, as
well as the section of our annual and quarterly reports titled "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

------------
* Per share data for all periods presented has been restated to reflect a
two-for-one stock split. For further discussion see Note 7 to the
Consolidated Financial Statements.

14
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with
"Selected Consolidated Financial and Operating Data" and our Consolidated
Financial Statements, and the notes thereto, appearing elsewhere in this
prospectus.

OVERVIEW

Over the last five years, we have evolved from a manufacturer and
distributor of cameras to a contract manufacturer of image capture products
with strong retail distribution. We have improved the quality and capacity of
our manufacturing operations to a world class standard and have acquired
additional core technology, design and engineering expertise which has, in
turn, enabled us to improve product performance and picture quality and to
respond quickly to customer requirements. These improvements allow us to obtain
business from leading film, camera and imaging companies.

We sell our products worldwide, through Concord Americas ("Concord
Americas") covering the U.S., Latin America and Canada, Concord Europe
("Concord Europe") covering the U.K., France and Germany, and Concord Asia
("Concord Asia") covering Hong Kong. Concord Asia also is responsible for all
OEM sales as well as FOB Hong Kong sales to large retail customers in the
Americas and Europe. We market our products under the brand names Concord(R),
Keystone(R), Le Clic(R), Argus(R), Apex(R), Goldline(R) and Fun Shooter(R).

As a result of our strategy over the last five years, we have diversified
our sales mix. Direct sales to our retail sales and distribution customers
accounted for approximately 31.7% of sales for the Fiscal Year ended July 1,
2000 ("Fiscal 2000") compared to approximately 60.7% of sales during the Fiscal
Year ended June 30, 1996 ("Fiscal 1996") and sales to OEM customers represented
68.3% of sales in Fiscal 2000 compared to 39.3% of sales in Fiscal 1996. The
design and development expertise that has allowed us to obtain OEM contracts
and, in many cases, develop new, additional products for our OEM customers, has
allowed us to increase sales and gross profits to $173,158,000 and $47,010,000,
respectively, in Fiscal 2000 from $66,782,000 and $17,489,000, respectively, in
Fiscal 1996. The evolution of our OEM and branded products into digital and
other image capture devices has diversified our product base. Sales of single
use cameras accounted for 48.2% of sales in Fiscal 2000 compared to 65.2% in
Fiscal 1996.

For Fiscal 2000, our OEM sales were $118,222,000 and our retail and
distribution sales were $54,936,000. For Fiscal 2000, retail and distribution
sales were $17,593,000 to Concord Americas customers, $13,084,000 to Concord
Europe customers and $24,259,000 to Concord Asia customers.

We expect to continue to obtain additional business from these customers
and establish new OEM relationships by positioning ourselves as an innovative
designer, developer and manufacturer of high quality, low cost image capture
products.

RESULTS OF OPERATIONS

Fiscal 2000 Compared to Fiscal 1999

Revenues

Revenues for Fiscal 2000 and the Fiscal Year ended July 3, 1999 ("Fiscal
1999") were approximately $173,158,000 and $118,418,000, respectively, an
increase of approximately $54,740,000, or 46.2%. This increase in sales
resulted principally from increases in sales to OEM and retail and distribution
customers. OEM sales in Fiscal 2000 and Fiscal 1999 were approximately
$118,222,000 and $81,590,000, respectively,

15
<PAGE>

an increase of approximately $36,632,000, or 44.9%. Retail and distribution
customer sales for Fiscal 2000 and Fiscal 1999 were approximately $54,936,000
and $36,828,000, respectively, an increase of approximately $18,108,000, or
49.2%. The increase in sales to OEM and retail and distribution customers was
primarily due to increased sales to existing OEM and retail and distribution
customers and, to a lesser extent, new OEM and retail and distribution
customers.

Sales of Concord Asia for Fiscal 2000 and Fiscal 1999, including FOB Hong
Kong sales to Concord Americas and Concord Europe customers for Fiscal 2000 and
Fiscal 1999 of $24,242,000 and $19,542,000, respectively, were approximately
$142,480,000 and $101,327,000, respectively, an increase of approximately
$41,153,000, or 40.6%. The increase was primarily due to higher sales to OEM
and, to a lesser extent, retail and distribution customers.

Sales of Concord Americas for Fiscal 2000 and Fiscal 1999, including FOB
Hong Kong sales to Concord Americas customers were approximately $29,538,000
and $20,160,000, respectively, an increase of approximately $9,378,000, or
46.5%. The increase was primarily due to successful implementation of new
programs with new and existing customers and the positive sell through of
certain new products.

Sales of Concord Europe for Fiscal 2000 and Fiscal 1999, including FOB
Hong Kong sales to Concord Europe customers were approximately $25,382,000 and
$16,473,000, respectively, an increase of approximately $8,909,000, or 54.1%.
This increase was primarily due to increased sales to both existing and new
customers.

Gross Profit

Gross profit for Fiscal 2000 and Fiscal 1999 was approximately $47,010,000
and $31,754,000, respectively, an increase of approximately $15,256,000, or
48.0%. Gross profit, expressed as a percentage of sales, increased to 27.1% for
Fiscal 2000 from 26.8% for Fiscal 1999. This increase was primarily the result
of more favorable absorption of manufacturing overhead and labor utilization
resulting from increased sales and manufacturing volume and efficiencies.
Product development costs were $4,921,000 for Fiscal 2000 compared to
$4,815,000 for Fiscal 1999.

Operating Expenses

Operating expenses, consisting of selling, general and administrative and
interest expense, increased by $7,452,000, or 31.6%, to $31,045,000 in Fiscal
2000 from $23,593,000 in Fiscal 1999. As a percentage of sales, operating
expenses, consisting of selling, general and administrative and interest
expense decreased to 17.9% in Fiscal 2000 from 19.9% in Fiscal 1999.

Selling expenses increased by $3,221,000, or 40.7%, to $11,143,000 in
Fiscal 2000 from $7,922,000 in Fiscal 1999. The increase was primarily due to
increases in promotional allowances, freight costs, and royalty expenses net of
benefits from certain cost cutting activities. As a percentage of sales,
selling expenses decreased to 6.4% in Fiscal 2000 from 6.7% in Fiscal 1999.

General and administrative expenses increased by $4,417,000, or 36.2%, to
$16,633,000 in Fiscal 2000 from $12,216,000 in Fiscal 1999. The increase was
primarily attributable to the Company continuing to build its infrastructure to
accommodate its growth. As a percentage of sales, general and administrative
expenses decreased to 9.6% in Fiscal 2000 from 10.3% in Fiscal 1999.

Interest expense decreased by $186,000, or 5.4%, to $3,269,000 in Fiscal
2000 from $3,455,000 in Fiscal 1999. As a percentage of sales, interest expense
decreased to 1.9% in Fiscal 2000 from 2.9% in Fiscal 1999.

Other Income, Net

Other income, net was approximately $882,000 and $441,000 in Fiscal 2000
and Fiscal 1999, respectively. Other income, net includes directors' fees,
certain public relations costs, foreign exchange gains and losses and interest
income. The increase was primarily attributable to higher interest income for
Fiscal 2000, compared to Fiscal 1999, and to a much lesser extent, gains from
foreign exchange transactions. The Company operates on a worldwide basis and
its results may be adversely or positively affected by fluctuations

16
<PAGE>

of various foreign currencies against the U.S. Dollar, specifically, the
Canadian Dollar, German Mark, British Pound Sterling, French Franc and Japanese
Yen. Each of the Company's foreign subsidiaries purchases its inventories in
U.S. dollars and has the majority of its sales in U.S. dollars. Accordingly,
the U.S. dollar is the functional currency. Certain sales to customers and
purchases of certain components to manufacture cameras are made in local
currency including Japanese Yen, thereby creating an exposure to fluctuations
in foreign currency exchange rates. The translation from the applicable
currencies to U.S. dollars is performed for balance sheet accounts using
current exchange rates in effect at the balance sheet date and for revenue and
expense accounts using a weighted average exchange rate during the period. In
Fiscal 2000 and Fiscal 1999, the Company's hedging activities were immaterial
and, at July 1, 2000, there were no forward exchange contracts outstanding.

Income Taxes

In May 1992, the Hong Kong Inland Revenue Department notified the
Company's Hong Kong subsidiary ("Concord HK") that its annual tax rate
commencing July 1, 1992 would be 8.75%. The Company currently does not pay
taxes or import/export duties in the PRC, but there can be no assurance that
the Company will not be required to pay such taxes or duties in the future.
Hong Kong is taxed separately from the PRC.

The Company has never paid any income or turnover tax to the PRC on
account of its business activities in the PRC. Existing PRC statutes can be
construed as providing for a minimum of 10% to 15% income tax and a 3% turnover
tax on the Company's business activities; however, the PRC has never attempted
to enforce those statutes. The Company has been advised that the PRC's State
Tax Bureau is reviewing the applicability of those statutes for processing
activities of the type engaged in by the Company, but it has not yet announced
any final decisions as to the taxability of those activities. After
consultation with its tax advisors, the Company does not believe that any tax
exposure it may have on account of its operations in the PRC will be material
to its financial condition.

The Company does not provide U.S. federal income taxes on undistributed
earnings of its foreign subsidiaries as it intends to permanently reinvest such
earnings. Undistributed earnings of its foreign subsidiaries approximated
$48,353,000 as of July 1, 2000. It is not practicable to estimate the amount of
tax that might be payable on the eventual remittance of such earnings. Upon
eventual remittance, no withholding taxes will be payable. As of July 1, 2000,
Concord had net operating loss carryforwards for U.S. tax purposes of
approximately $6,647,000, which expire as follows: $4,116,000 in 2008,
$2,353,000 in 2009 and the balance thereafter. Losses for state tax purposes
begin to expire in 2002.

Historically, the Company has maintained full valuation allowances on its
deferred tax assets. As of July 3, 1999, there was a $6,024,000 valuation
allowance recorded against its deferred tax assets which were primarily related
to domestic net operating loss carryforwards. In assessing the realizability of
its deferred tax assets, management evaluated whether it is more likely than
not that some portion, or all of its deferred tax assets, will be realized. The
realization of its deferred tax assets relates directly to the Company's
ability to generate taxable income for U.S. federal and state tax purposes. The
valuation allowance is then adjusted accordingly. As of July 1, 2000, based on
all the available evidence, management determined that it is more likely than
not its deferred tax assets will be fully realized. Accordingly, the valuation
allowance was reversed in full and $4,518,000 was recognized as a deferred tax
asset at July 1, 2000 and a corresponding deferred tax benefit was also
recognized in Fiscal 2000. The Company recognized a net income tax benefit of
$2,751,000 for Fiscal 2000, of which approximately $1,100,000 related to
current tax expense for foreign operations. For Fiscal 2000, Fiscal 1999 and
Fiscal 1998, the Company's effective tax rate was (16.3%), 10.4% and 7.7%. The
Company's future effective tax rate will depend on the mix between foreign and
domestic taxable income and losses, and the statutory tax rates of the relevant
tax jurisdictions.

Net Income

As a result of the matters described above, the Company had net income of
approximately $19,599,000, or $0.81 per diluted share, for Fiscal 2000,
compared to net income of $7,709,000, or $0.33 per diluted share, for Fiscal
1999. Significantly affecting net income for Fiscal 2000 was a deferred income
tax benefit of

17
<PAGE>

$4,232,000 which primarily arose from the reversal of a valuation allowance and
the recognition of a deferred tax asset. The deferred tax benefit was partially
offset by a current tax expense of $1,481,000, resulting in a net income tax
benefit of $2,751,000 or $0.11 per diluted share. In Fiscal 1999, net income
included a provision for income taxes of $893,000, or $0.04 per diluted share.

Fiscal 1999 Compared to Fiscal 1998

Revenues

Revenues for Fiscal 1999 and the Fiscal Year ended June 30, 1998, ("Fiscal
1998") were approximately $118,418,000 and $102,663,000, respectively, an
increase of approximately $15,755,000 or 15.3%. Revenues from OEM and retail
sales in Fiscal 1999 increased by approximately $13,542,000 or 19.9%, and
$2,213,000 or 6.4% to $81,590,000 and $36,828,000, respectively, in Fiscal 1999
from $68,048,000 and $34,615,000, respectively, in Fiscal 1998. The increases
in OEM and retail and distribution sales were attributable to increased
purchases by existing OEM and retail and distribution customers together with
purchases by new OEM and retail and distribution customers.

Sales of Concord Asia in Fiscal 1999 and Fiscal 1998, including FOB Hong
Kong sales to Concord Americas and Concord Europe customers for Fiscal 1999 and
Fiscal 1998 of $19,542,000 and $17,109,000, respectively, were approximately
$101,327,000 and $85,896,000, respectively, an increase of approximately
$15,431,000, or 18.0%. The increase was due primarily to the shipments of the
new single use instant and the new reloadable manual instant cameras and the
growth of shipments to OEM and FOB customers, net of approximately $9,492,000
of non-recurring sales in Fiscal 1998 by Concord Asia.

Sales of Concord Americas for Fiscal 1999 and Fiscal 1998, including FOB
Hong Kong sales to customers of Concord Americas, were approximately
$20,160,000 and $19,132,000, respectively, an increase of $1,028,000, or 5.4%.
The increase was primarily attributable to the successful implementation of new
programs with new and existing customers and the successful sell through of
certain new products.

Sales of Concord Europe for Fiscal 1999 and Fiscal 1998, including FOB
Hong Kong sales to customers of Concord Europe, were approximately $16,473,000
and $14,744,000, respectively, an increase of approximately $1,729,000, or
11.7%. The increase was primarily attributable to the successful implementation
of new programs with new and existing customers and the successful sell through
of certain new products.

Gross Profit

Gross profit for Fiscal 1999 and Fiscal 1998 was approximately $31,754,000
and $27,892,000, respectively, an increase of approximately $3,862,000, or
13.8%. Gross profit, expressed as a percentage of sales, decreased from 27.2%
in Fiscal 1998 to 26.8% in Fiscal 1999. This decrease was primarily a result of
costs associated with the production ramp up of new products, increases in
licensing costs, royalty expenses, and product development costs associated
with new products. Product development costs for Fiscal 1999 and Fiscal 1998
were approximately $4,815,000 and $3,963,000, respectively, an increase of
$852,000, or 21.5%.

Operating Expenses

Operating expenses, consisting of selling, general and administrative and
interest expense, increased by approximately $1,701,000, or 7.8% to $23,593,000
in Fiscal 1999 from $21,892,000 in Fiscal 1998. As a percentage of sales,
operating expenses decreased to 19.9% in Fiscal 1999 from 21.3% in Fiscal 1998.

Selling expenses decreased by $1,312,000, or 14.2% to $7,922,000 in Fiscal
1999 from $9,234,000 in Fiscal 1998. The decrease was primarily attributable to
decreases in freight costs, royalty expenses, commission expenses and promotion
allowances, net of increases in compensation and employee benefits. As a
percentage of sales, selling expenses decreased to 6.7% in Fiscal 1999 from
9.0% in Fiscal 1998.

General and administrative expenses increased by $1,227,000, or 11.2% to
$12,216,000 in Fiscal 1999 from $10,989,000 in Fiscal 1998. The increase is
primarily attributable to increases in professional fees and expenses related
to new OEM customer agreements, and increases in compensation and employee
benefits. As a percentage of sales, general and administrative expenses
decreased to 10.3% in Fiscal 1999 from 10.7% in Fiscal 1998.

18
<PAGE>

Interest expense increased by $1,787,000, or 107.1% to $3,455,000 in
Fiscal 1999 from $1,668,000 in Fiscal 1998. As a percentage of sales, interest
expense increased to 2.9% in Fiscal 1999 from 1.6 % in Fiscal 1998. Such
increase was primarily a result of an increase in average debt outstanding
during Fiscal 1999.

Other Income, Net

Other income, net decreased to $441,000 in Fiscal 1999 from $517,000 in
Fiscal 1998. The decrease was primarily attributed to a loss in Fiscal 1999 of
$432,000 associated with foreign exchange transactions compared to income in
Fiscal 1998 of $371,000, partially offset by higher interest income in Fiscal
1999 of $1,099,000 compared to $433,000 in Fiscal 1998.

Income Taxes

The income tax provision for Fiscal 1999 of approximately $893,000 was
comprised of a current U.S. tax benefit of approximately ($53,000), a current
foreign provision of approximately $786,000 and a deferred provision of
approximately $160,000. The income tax provision for Fiscal 1998 of
approximately $504,000 was comprised of a current U.S. tax provision of
approximately $69,000, a current foreign provision of approximately $318,000
and a deferred provision of approximately $117,000. The Company's provision for
income taxes for Fiscal 1999 and Fiscal 1998 was primarily related to the
earnings of Concord Asia and Concord Americas, net of benefits relating to
operating loss carryforwards and overpayments/refunds of Concord Europe.

Net Income

As a result of the matters described above, the Company had net income of
approximately $7,709,000 or $0.33 per diluted share in Fiscal 1999 as compared
to net income of $6,013,000 or $0.26 per diluted share in Fiscal 1998, an
increase in net income of approximately $1,696,000, or 28.2%.

LIQUIDITY AND CAPITAL RESOURCES

At July 1, 2000, the Company had working capital of $52,600,000 compared
to $37,447,000 at July 3, 1999. Cash provided by operations was approximately
$9,661,000, $17,519,000 and $1,146,000 for Fiscal 2000, Fiscal 1999 and Fiscal
1998, respectively. The changes in cash provided by operating activities for
the respective Fiscal Years was primarily attributable to changes in accounts
receivable and inventories.

Capital expenditures for Fiscal 2000, Fiscal 1999 and Fiscal 1998 were
approximately $7,792,000, $6,166,000, and $4,459,000 respectively, and related
primarily to plant and equipment purchases for the manufacturing facility
located in the PRC.

Cash used in financing activities was $8,185,000 for Fiscal 2000 compared
to cash provided by financing activities of $12,234,000 in Fiscal 1999, and
$5,135,000 in Fiscal 1998. In Fiscal 2000, the Company was able to refinance
certain of its short-term debt and repay certain other high cost obligations
including certain capital leases. In both Fiscal 1999 and Fiscal 1998, the
Company borrowed significantly more monies on a short-term basis through
revolving and other types of credit facilities and on a long-term basis through
a private placement of unsecured senior notes.

Senior Notes Payable. On July 30, 1998, the Company consummated a private
placement of $15,000,000 of senior notes. The notes bear interest at 11.0%, and
mature on July 15, 2005. Interest payments are due quarterly. The indenture
governing the notes contains certain restrictive covenants relating to, among
other things, incurrence of additional indebtedness and dividend and other
payment restrictions affecting the Company and its subsidiaries.

Hong Kong Credit Facilities. In Fiscal 1999, Concord HK utilized a
$10,000,000 Non-Notification Factoring with Recourse Facility ("Factoring
Facility") that was guaranteed by the Company, was secured by certain accounts
receivable of Concord HK's operations and bore interest at 1.5% above the prime
lending rate. During the last quarter of Fiscal 1999, $2,000,000 of the
factoring facility was converted into two $1,000,000 equipment leasing
facilities with terms of three and four years each. Availability under the

19
<PAGE>

factoring facility was subject to advance formulas based on Eligible Accounts
Receivable with no minimum borrowings. At July 3, 1999, approximately
$6,585,000, and $1,050,000 was outstanding and classified as short-term debt
and capital lease obligations, respectively. Availability under the Factoring
Facility amounted to $1,415,000 at July 3, 1999.

Additionally, in April 1999, Concord HK entered into a credit facility
(the "Concord HK Facility") with a lender that provided Concord HK with up to
$4,200,000 of financing as follows: letters of credit of up to $2,900,000, and
packing loans of up to $1,300,000. At July 3, 1999, approximately $1,504,000 in
borrowings was utilized and outstanding under the facility. The facility was
payable on demand, and bore interest at 2% above the prime lending rate which
was 8.5% at July 1, 1999. The Company guaranteed all amounts outstanding under
the facility.

During the second quarter of Fiscal 2000, Concord HK consummated a
$26,200,000 credit facility (the "HK Facility") that is guaranteed by the
Company, is secured by certain accounts receivables of Concord HK's operations
and bears interest at 0.5% above the prime lending rate which was 9.5% at July
1, 2000. The HK Facility is comprised of 1) a $5,600,000 Import Facility, 2) a
$2,600,000 Packing Credit and Export Facility, and 3) an $18,000,000 Accounts
Receivable Financing Facility. Availability under the Accounts Receivable
Financing Facility is subject to advance formulas based on Eligible Accounts
Receivable with no minimum borrowings. The Company utilized the HK Facility to
replace both the Factoring Facility and the Concord HK Facility. At July 1,
2000, $1,495,000 was outstanding under the HK Facility and classified as
short-term debt.

United Kingdom Credit Facility. In November 1999, Goldline (Europe)
Limited ("Goldline"), a United Kingdom subsidiary of the Company, became
indebted under a credit facility (the "UK Facility") in the United Kingdom that
is secured by substantially all of the assets of Goldline. The UK Facility
bears interest at 2.0% above the UK prime lending rate which was 7.2% at July
1, 2000, is principally utilized for working capital needs and allows
borrowings of up to approximately $1,000,000. At July 1, 2000, approximately
$695,000 was outstanding under the UK Facility and classified as short-term
debt.

United States Credit Facilities. In June 2000, Concord Camera Corp. and a
U.S. subsidiary each entered into a credit facility (collectively, the "US
Facilities") with lenders that provide Concord Keystone Sales Corp. and Concord
Camera Corp. with up to $5,000,000 and $2,500,000, respectively, of unsecured
working capital. The US Facilities bear interest at 1.75% above London
Interbank Offer Rate ("LIBOR"), which was 6.2% at July 1, 2000. No amounts were
outstanding under the US Facilities at July 1, 2000.

The weighted average interest rate on the Company's short-term borrowings
was approximately 10.6%, 11.7% and 11.2% for Fiscal 2000, Fiscal 1999 and
Fiscal 1998, respectively.

Stock Split. The Company announced a two-for-one stock split of its common
stock effected through a stock dividend to shareholders of record on March 27,
2000 and payable on April 14, 2000. Accordingly, share and per-share data for
all periods presented have been restated to reflect the stock split.

Common Stock Repurchase Program. The Company also purchased shares of its
common stock in Fiscal 2000 and Fiscal 1999, for $759,000 and $2,926,000,
respectively, as part of a Board of Directors ("Board") approved common stock
repurchase program. The Board authorized the Company to spend approximately
$10,500,000, of which approximately $6,700,000 is available. The Company has
purchased a total of 1,543,000 shares of its common stock in open market
transactions.

Future Cash Commitments. Management believes that anticipated cash flow
from operations, amounts available under its credit facilities and the proceeds
from the offering will be sufficient to fund its operating cash needs for the
foreseeable future.

The Company is evaluating various growth opportunities which could require
significant funding commitments. We have from time to time held, and continue
to hold, discussions and negotiations with (i) companies that represent
potential acquisition or investment opportunities, (ii) potential strategic and
financial investors who have expressed an interest in making an investment in
or acquiring the Company, (iii) potential joint venture partners looking toward
formation of strategic alliances that would broaden the Company's product base
or enable the Company to enter new lines of business and (iv) potential new and
existing OEM

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<PAGE>

customers where the design, development and production of new products,
including certain new technologies, would enable the Company to expand its
existing business, and enter new markets outside its traditional business
including new ventures focusing on wireless connectivity and other new
communication technologies. There can be no assurance any definitive agreement
will be reached regarding any of the foregoing, nor does management believe
such agreements are necessary for successful implementation of the Company's
strategic plans.

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<PAGE>

BUSINESS

Photography Market Overview

According to the Photo Marketing Association, approximately $6.5 billion
of amateur cameras were sold in the U.S., Japan, Germany, the U.K. and France
during 1998, the most recent year for which data is available. Sales in the
U.S. accounted for approximately 40.0% of industry sales, followed by Japan
(30.0%), Germany (15.0%), the U.K. (10.0%) and France (5.0%). The three fastest
growing segments in the image capture device market are Advanced Photo System
(APS), digital and single use cameras. During the period from 1996 through
1998, sales in the U.S. of APS, digital, and single use cameras grew at
compound annual growth rates of 67.9%, 65.0% and 23.9%, respectively.

There are five main categories of cameras within the photography market:

o Single use cameras -- Single use cameras are sold preloaded with film and
battery and are designed to be used only once. After use, the consumer
returns the entire camera to the photo processor. The processor then
extracts the film and either disposes of the camera carcass or returns it
for recycling. On a unit basis, single use cameras account for about 85.0%
of all cameras sold, but only about 27.0% of amateur camera industry
revenues. The total global market for single use cameras is estimated to
be $1.8 billion.

o Instant cameras -- Instant photography (most commonly associated with
Polaroid) provides the advantage of instant photographs. The cost per
print is substantially higher than 35mm and APS with a difference in
quality. These cameras can be purchased in both a traditional version and
a single use configuration. Instant cameras are a $100 million plus
worldwide industry. Although this segment of the camera industry has
experienced relatively flat sales for most of the past decade, new product
launches during the last two years have had a positive impact on sales
growth.

o Digital cameras -- A digital camera uses an electronic sensor (versus
silver halide film) to electronically capture an image, which is then
stored in a memory device. Digital cameras allow for instantaneous
viewing, and images can be easily downloaded to a computer for
manipulation, reproduction and storage. Approximately 3.1 million digital
cameras were sold worldwide in 1998, generating $1.6 billion in sales. In
1999, the digital market grew to 6.5 million units with a value of $3.5
billion.

o 35mm and APS cameras -- This category includes essentially all other
(non-single use) cameras that use silver halide film and do not have
interchangeable lenses. Film formats include both 35mm and APS (24mm).
Introduced in 1996, APS offers advanced imaging features relative to 35mm
film. This category accounted for approximately $2.2 billion of amateur
camera industry revenues in 1998.

o Single lens reflex cameras (SLR) -- 35mm and APS SLR cameras offer
interchangeable lenses and use a complex arrangement of mirrors to allow
the user to view an image through the actual photographic lens instead of
an optic viewfinder. SLR cameras generated revenues of about $800 million
in 1998. SLR sales have generally been falling for most of the past 15
years. We do not compete in the SLR market.

Market Trends

We expect to capitalize on a number of trends within the image capture
industry, including the following:

o Growth of Single Use Cameras. Single use cameras are inexpensive
(suggested retail price $4-$10), easy to use and deliver high quality
photographs. From 1996 through 1998, single use cameras experienced
compound annual growth of 23.9%, and we expect the market to grow at a
compound annual rate of 13.5% over the next five years.

o Growth of Digital Photography. Digital photography is one of the fastest
growing areas of consumer electronics. According to International Data
Corporation, digital cameras are projected to achieve a 45.0% compound
annual growth rate through 2004. Despite their relatively recent
acceptance in the consumer market, digital cameras have already surpassed
instant cameras, SLRs and traditional APS

22
<PAGE>

cameras in market value. We are well positioned to address this market,
with one of the largest clean room facilities in the world dedicated to
the manufacture of digital cameras. We recently completed two new digital
camera projects. Our design teams are currently engaged in the development
of additional digital projects that we plan to bring to market this fiscal
year.

o New Digital Image Capture Devices. In a clear departure from silver
halide photography, digital imaging enables images to be displayed and
used in ways that were previously impossible. Device manufacturers have
begun to incorporate image capture devices into cellular phones, personal
digital assistants, laptop computers and security monitoring devices.
While we do not currently offer any such products, we have established
relationships with several key partners in the electronic device market to
pursue such opportunities in the future.

o Impact of APS on Traditional 35mm Film. The APS film format was developed
by a consortium of film and camera companies to invigorate traditional
film and camera sales. APS offers multiple benefits to the consumer,
including smaller cameras (by virtue of its 24mm film cartridge), one-step
loading, multiple print formats (panoramic, high definition and classic)
and the ability to encode information onto the print. Since its
introduction in 1996, the APS format has grown steadily, from 1.1 million
units in 1996 to an estimated 3.1 million units in 1998. Much of this
growth has come at the expense of the 35mm format, which has experienced a
15.0% unit decline over the same period. As a licensee of the APS film
format, we expect to benefit from the growth of APS cameras.

o Outsourcing Trend by Photography Original Equipment Manufacturers (OEMs).
Much like other manufacturing sectors of the economy, the photography
industry has accelerated the pace of outsourcing its manufacturing
activities to independent contract manufacturers. In keeping with this
trend, during the past year we have entered into two new OEM
relationships, renewed two existing relationships and expect to enter into
similar relationships on an ongoing basis.

Our Company

We design, develop, manufacture and sell on a worldwide basis high
quality, popularly priced, easy-to-use image capture products. Our products
include digital image capture devices and traditional and single use cameras in
35mm, APS and instant formats. By investing significant funds in our design,
development, engineering and manufacturing capabilities, we have positioned
ourselves to capitalize on the industry trend to outsource the design,
development and manufacture of all types of image capture devices. As a
consequence, we now develop new products, including digital image capture
devices and innovative electro, optical and mechanical devices, both for our
own account and in conjunction with our OEM customers and some of our key
retail customers. We serve as a contract manufacturer of developed and
co-developed products for our OEM customers, and we also sell our own branded
and private label versions of those products incorporating certain of the
co-developed technology.

Our Growth Strategy

We intend to enhance our position as a leader in contract manufacturing
while continuing to expand our retail sales and distribution business. Our
growth strategy includes the following key elements:

23
<PAGE>

o Differentiate ourselves from other contract manufacturers. We will
continue to differentiate ourselves from our competitors by providing OEM
customers with the dedicated design and development expertise of our
experienced engineers at our facilities in Hollywood, Florida, Hong Kong and
the PRC, as well as our advanced, low-cost manufacturing capabilities.

Products

We design, develop, manufacture and sell image capture products. Our
products include digital image capture devices and traditional and single use
cameras in 35mm, APS and instant formats. We often serve as a contract
manufacturer of developed and co-developed products for our OEM customers, and
we also sell our own branded and private label versions of those products
incorporating the developed and co-developed technology.

Existing Products. We manufacture digital, traditional and single use
cameras in 35mm, APS and instant formats. Our Company manufactures and
assembles products in the PRC both as a contract manufacturer on an OEM basis
and for direct sale under our labels and under private label brand names. Our
existing products have a suggested retail price of $5 to $169, while our
digital cameras will initially have a suggested retail price of $99 to $300.

New Products. We design and develop new products, both independently and
on a co-development basis with existing and potential OEM customers. Recently
completed projects include both an entry level digital camera having a $99
suggested retail price and a full-featured digital camera having a $200 to $300
suggested retail price.

Our full-featured digital camera is intended to be the smallest and
lightest camera on the market in its category. This product has a VGA image
sensor, 3x optical zoom, an internal microdisplay and image enhancement
software providing up to 1.2 megapixel interpolated resolution. It easily fits
into a shirt pocket or purse, making it a convenient traveling companion. The
product is designed to provide significant battery life, offering more than 300
images on one lithium battery. We anticipate the product's cost basis to
decline with increasing volume. We anticipate commencing production and
shipping of this product by late summer or early fall of 2000. Over the next
several years, digital cameras are expected to represent a material portion of
our sales as well as worldwide camera sales. New products are, and we expect
they will continue to be, designed both independently and on a co-development
basis with existing and potential OEM customers.

Concord's expenditures for product design and development increased from
$3.1 million in Fiscal 1997 to more than $4.9 million in Fiscal 2000. We
anticipate product development costs will increase further in Fiscal 2001. The
increase would be principally attributable to the development, design and
production of new digital image capture devices, in some instances
incorporating both digital and wireless technology.

Existing OEM Relationships

We have developed products and long-term relationships with several of the
world's largest and most successful film, camera, and imaging manufacturers.
Currently, our three largest OEM customers, Polaroid, Kodak and Agfa, accounted
for approximately 25.1%, 22.4% and 11.7% of sales, respectively, in Fiscal
2000. All of our OEM agreements require substantial minimum annual purchases.
In Fiscal 1999 our ten largest customers accounted for approximately 86.9% of
sales. Our OEM customers include the following:

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<PAGE>

Agfa. In Fiscal 1996 under a co-development agreement with Agfa, we
partnered the development of the world's first two-format APS single use
cameras. We continue to manufacture, on an exclusive basis, various single use
cameras for Agfa under a multi-year OEM contract.

Ferrania S.p.A. (formerly Imation). We established a contractual OEM
relationship with Imation (now Ferrania S.p.A.) for the production of single
use cameras in Fiscal 1995. Products developed under this contract, which was
renewed in Fiscal 2000, include our various daylight and flash single use
camera models.

KB Gear. In May 2000 we announced the co-development of KB Gear's next
generation, entry-level still digital camera, the Jam Cam 3.0(TM), which we
manufacture exclusively at our PRC facilities. We commenced shipping this
product, which has a suggested retail price of $99, in August 2000.

Kodak. We were awarded a long-term supply agreement for a traditional
motorized APS camera in Fiscal 1997. Shipments of the camera began in the first
quarter of Fiscal 1998, and we believe the camera is now among the best selling
APS cameras in the world. We retained the right to sell these cameras under our
brand names, and shipments of our branded versions began in the first quarter
of Fiscal 1999.

On March 23, 2000, we announced a new three-year contract with Kodak to
manufacture APS single use cameras as an OEM. We believe that single use
cameras are Kodak's fastest-growing product line within non-digital
photography. We anticipate that the contract will contribute approximately $20
to $25 million of revenues annually and we anticipate that it will serve as a
platform for additional contract manufacturing opportunities with Kodak. To our
knowledge, this contract represents the first time Kodak has outsourced any of
its single use camera manufacturing.

Polaroid. Capitalizing on an existing relationship with Polaroid for the
production of single use cameras, we entered into a co-development and
long-term supply agreement to co-design and manufacture an instant single use
camera and an instant manual camera for Polaroid. Shipments of these products
commenced in Fiscal 1999. We are involved in discussions with Polaroid looking
toward the production of additional products.

Future OEM Relationships

We believe we are positioned to become one of the prime beneficiaries of
an outsourcing trend in the traditional, single use and digital image capture
device markets, including wireless transmission and Internet connectivity. By
investing significant funds in development, design, engineering and
manufacturing capabilities, we have become a high quality, low cost contract
manufacturer. In addition, OEM customers are increasingly searching for
development and co-development partners that can provide OEMs with value added
assistance in the design, development and testing of innovative technologies.
Our ability to serve not only as a reliable, quality contract manufacturer but
also as a valuable strategic partner positions us for continued success in our
OEM business.

We are negotiating with existing and potential OEM customers for the
development, design and production of a number of new products, including
cameras and image capture devices incorporating digital, wireless connectivity
and communications technology. We target potential OEM customers with:

o an established brand name,
o existing channels of distribution,
o multiple product outsourcing potential (traditional, single use and
digital cameras) and
o products complementary to our manufacturing and value-added skills.

We have completed our transition from a manufacturer and distributor of
cameras to a contract manufacturer of image capture products with strong retail
distribution. At the same time we have developed and are beginning to
manufacture a full line of lower priced digital cameras. Our average revenue in
existing products is $3 to $17, compared to average revenue in our new digital
products of approximately $40 to $125. Our product development capabilities
have enabled us to offer proprietary assistance in design and product
development. Our team of designers, product development specialists and
manufacturing managers has been able to develop extremely compact designs that
still permit numerous features to be incorporated.

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<PAGE>

Direct Sales to Retailers

We make direct sales to retailers on a worldwide basis through Concord
Americas covering the U.S., Latin America and Canada, Concord Europe covering
the U.K., France and Germany and Concord Asia covering Hong Kong. Concord Asia
is also responsible for all OEM sales as well as FOB Hong Kong sales to large
retail customers in the Americas and Europe. We market our products to
retailers under the following brand names:

o Concord(R) o Argus(R)
o Keystone(R) o Apex(R)
o Le Clic(R) o Fun Shooter(R)
o Goldline(R) o eye Q(TM)

Our worldwide direct sales customers include the following major discount, drug
and retail chains: Argus, Boots, K-Mart, Target, Walgreens, Eckerds and
Wal-Mart. Wal-Mart, one of our largest direct sales customers, has designated
Concord as a Wal-Mart "Supplier of Excellence" for the first quarter of 2000, a
prestigious award presented to a select group of companies that supply Wal-Mart
with quality merchandise, have superior fulfillment execution and a firm
understanding of the market to assist Wal-Mart in better serving its customers.

We also sell our products to other consumer product companies who use the
cameras as premiums in connection with their product sales.

We have in-house sales personnel who make a majority of our U.S. sales. To
assist our in-house staff, we also have approximately 18 non-affiliated sales
agents who serve specific geographic areas. Sales agents generally receive
commissions ranging from 1.0% to 3.0% of net sales, depending on the type of
customer, and may act as selling agents for products of other manufacturers.

Our direct sales to retailers represented approximately $54.9 million in
Fiscal 2000 and $36.8 million in Fiscal 1999. This increase was fueled by the
introduction of new product lines and models, some of which resulted from our
development and co-development programs with OEM customers.

Competition

The camera and photographic products industry is highly competitive. As a
manufacturer and distributor of high quality low cost image capture devices, we
encounter substantial competition from a number of firms, many of which have
longer operating histories, more established markets and more extensive
facilities than we have. Many of our competitors have greater resources than we
have or may reasonably be expected to have in the foreseeable future. Our
competitive position is dependent upon our ability to continue to manufacture
in the PRC.

Licensing Activities

In Fiscal 1995 we entered into a license agreement with Hallmark
Licensing, Inc., as agent for Binney & Smith Properties, Inc. Under the
agreement, we license certain trademarks regarding Crayola and certain
associated marks, trade names and logos for use with single use and traditional
35mm and APS format cameras. The agreement expires December 31, 2001 and
includes an automatic renewal provision.

We are one of four companies licensed by Fuji to manufacture and
remanufacture single use cameras. Single use cameras accounted for 48.2% of our
Fiscal 2000 sales. We have been contractually restricted from entering the
Japanese market. The restriction lapses at the beginning of 2001. In June 1999,
the International Trade Commission (ITC) banned the unlicensed importation of
new and reloaded single use cameras in the United States due to patent
infringement. The ITC's decision has been appealed to the Court of Appeals for
the District of Columbia. If the decision is upheld, we believe it will reduce
competition in the single use camera product line.

We also have an action pending in federal court against Fuji with respect
to our non-exclusive license to use certain Fuji intellectual property in
connection with the manufacture and sale of single use cameras. Termination of
the license would have a material adverse effect on our single use camera
business if Fuji's patents were found to be valid and infringed by our single
use cameras. See "Legal Proceedings."

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<PAGE>

Manufacturing

We conduct all of our manufacturing activities in the PRC. Our vertically
integrated manufacturing activities include plastic injection molding of lenses
and other parts, stamping and machining of metal parts, use of surface mount
technology, bonding, assembly and quality inspection.

Modernized Facilities. In Fiscal 1996 we began constructing a new
manufacturing facility on a previously acquired site in the PRC. During Fiscal
1999 we expanded our facilities by increasing our manufacturing and related
dormitory facilities to over 600,000 square feet. In Fiscal 1999 the China
Authorization Center of Import & Export Commodity accredited our PRC
manufacturing facilities as an ISO 9002 certified facility. We have invested in
excess of $25 million in capital expenditures and improvements at the facility
over the last four years.

In February 2000 we opened a new production facility in the PRC dedicated
to digital image capture device manufacturing. Two thirds of this new facility
is comprised of class 10,000 clean rooms where the ambient air particle count
is controlled and special gowns are worn by all personnel to maintain a high
level of cleanliness. The new facility, located on the site of our PRC
manufacturing operations, has a fully trained and dedicated on-site staff
including operators, engineers (mechanical, electrical and optical) and
production managers and supervisors. We have other technical and manufacturing
personnel available on site and Concord design and development engineers
located in nearby Hong Kong.

Equipment and Raw Materials. We own or lease the tools and equipment
necessary to manufacture most of the components used in our cameras. Numerous
manufacturers and suppliers located in the Far East and other parts of the
world supply us with components, materials and film that we do not manufacture.
Raw materials and components that we purchase include film, batteries, glass
lenses, plastic resins, metal, packaging and electronic component parts.

PRC Agreement. Our operations and profitability are substantially
dependent upon our manufacturing and assembly activities. Our current
processing agreement with the PRC entities expires in November 2002. We intend
to continue to expand our operations in the PRC, but there can be no assurance
we will be able to do so.

Trademarks and Patents

We own trademarks on the CONCORD(R), KEYSTONE(R), FUN SHOOTER(R), LE
CLIC(R), GOLDLINE(R) and APEX(R) names for cameras sold in the United States
and numerous foreign countries, the ARGUS(R) name in numerous foreign
countries, and we have applied for the trademark EYE Q(TM) in the United States
and numerous foreign countries. We own numerous patents, certain of which are
used in our current products. We have applied for, and will continue to apply
for, in the United States and foreign countries, patents to protect the
inventions and technology developed by or for the Company. We do not believe
our competitiveness and market share are dependent on the ultimate disposition
of our patent applications.

EMPLOYEES

As of July 1, 2000, we had 218 employees, approximately 56.0% of whom were
located in Hong Kong and the PRC. None of our employees are represented by
collective bargaining agreements.

Pursuant to our agreements with governmental agencies in the PRC, those
governmental agencies provide us with approximately 6,500 workers at our
facilities in the PRC. To date, no labor dispute has ever disrupted our
operations. Our ongoing relationship with these workers is good.

PROPERTIES

In Hollywood, Florida, we lease our principal office space which consists
of approximately 15,000 square feet. We also lease our domestic warehouse in
Fort Lauderdale, Florida, which consists of approximately 12,000 square feet.
These leases expire on August 31, 2010 and January 4, 2009, respectively.

27
<PAGE>

In Hong Kong, we own one floor and lease four floors of business and
warehouse space. In the UK, we own an 11,000 square foot building on a one-half
acre parcel. We also lease warehouse and/or office space in France, Canada and
Germany in connection with the activities of our subsidiaries in these
jurisdictions.

In the PRC, we own a manufacturing facility in Baoan County, Shenzen
Municipal, and we lease three employee dormitories and a cafeteria. Pursuant to
land use agreements entered into with certain PRC governmental agencies, we
obtained the title and rights to use approximately eight acres of land for
factory buildings, dormitories and related ancillary buildings. Under the land
use agreement, we have the right to use the land through the year 2042. At the
end of the term, a PRC governmental agency will own the facilities and we will
have the right to lease the PRC land and improvements thereon at then
prevailing lease terms.

LEGAL PROCEEDINGS

Jack C. Benun. On November 18, 1994, the Company filed a demand for
arbitration in New Jersey for money damages in excess of $1.5 million against
Jack C. Benun ("Benun"), its former chief executive officer who was discharged
for cause in Fiscal 1995. This action was taken due to Benun's failure to fully
compensate the Company for damages it sustained as a result of Benun's
breaching his employment obligations, his fiduciary obligations and
perpetrating frauds upon the Company, including the misappropriation of funds
from the Company. Benun has submitted a counterclaim in which he alleges
wrongful termination of his employment and denial of benefits by the Company.
Benun's counterclaim does not contain any statement of the dollar amount of his
alleged damages, although he has written to the Company asserting damages of
approximately $6.7 million. The Company is vigorously pursuing its action as
well as defending the counterclaim. On August 24, 1999, the arbitrator upheld
the propriety of Concord's termination for cause of Benun. The arbitrator found
that Benun perpetrated frauds on the Company by diverting and embezzling
Company monies. The Company is pursuing damage claims against Benun related to
the frauds and embezzlement. Phase two of the arbitration is scheduled to begin
during the week of September 25, 2000.

Fuji. On December 30, 1997, the Company commenced in the United States
District Court of the Southern District of New York (the "Court") an action
against Fuji seeking to enforce the terms of a Settlement Agreement between the
Company and Fuji (the "Settlement Agreement") and to restrain Fuji from
terminating the Settlement Agreement. Under the terms of the Settlement
Agreement, the Company has been granted a worldwide (subject to certain
geographic limitations), non-exclusive license to use certain Fuji intellectual
property in connection with the manufacture and sale of single use cameras.
Termination of the license would have a material adverse effect on the
Company's single use camera business if Fuji's patents were found to be valid
and infringed by the Company's single use products. On January 9, 1998, the
Court granted the Company's request for an order restraining Fuji from
terminating the Settlement Agreement. Pending a final judicial determination of
the disputes, the restraining order will continue in effect as long as the
Company refrains from making any further shipments pursuant to the purchase
order that gave rise to the dispute. Fuji filed a motion for summary judgment,
and the Company filed a motion seeking to preclude Fuji from presenting certain
expert testimony. Both motions were denied by the Court, but Concord will be
allowed to reassert its motion at trial if Fuji does not establish an adequate
evidentiary basis for the expert testimony. The Court has scheduled this matter
for trial beginning on October 31, 2000.

The Company is involved from time to time in routine legal matters
incidental to its business. In the opinion of the Company's management, the
resolution of such matters, including those described above, will not have a
material adverse effect on its financial position or results of operations.

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MANAGEMENT

Executive Officers and Directors

Our executive officers and directors, and their respective ages as of July
1, 2000, are as follows:

<TABLE>
<CAPTION>
Name Age Position
---------------------------------- ----- --------------------------------------------------
<S> <C> <C>
Ira B. Lampert (3)(4) ............ 55 Chairman, Chief Executive Officer and President
Brian F. King .................... 47 Senior Vice President and Secretary
Harlan I. Press .................. 36 Vice President, Treasurer and Assistant Secretary
Gerald J. Angeli ................. 47 Vice President of OEM Product Supply
Keith L. Lampert ................. 30 Vice President of the Company and Managing
Director of Concord HK
Urs W. Stampfli .................. 48 Vice President and Director of Global Sales and
Marketing
Eli Arenberg ..................... 72 Director
Ronald S. Cooper (1)(2) .......... 61 Director
Morris H. Gindi (1)(2) ........... 55 Director
Joel L. Gold (1)(2)(3) ........... 58 Director
J. David Hakman (4) .............. 58 Director
Kent M. Klineman (3)(4) .......... 68 Director
William J. Lloyd ................. 60 Director
</TABLE>

------------
(1) Member of Audit Committee.

(2) Member of Compensation and Stock Option Committee.

(3) Member of Nominating Committee.

(4) Member of Executive Committee.

Ira B. Lampert has been the Chairman and Chief Executive Officer of the
Company since July 13, 1994. For the calendar year 1995 and again from July 31,
1998 through the present, Mr. Lampert also served as President of the Company.
Mr. Lampert is a member of the Board of the Queens College Foundation of the
City University of New York and is the Treasurer of the Boys Brotherhood
Republic, a nonprofit organization for underprivileged children.

Brian F. King has been Senior Vice President of the Company since August
25, 1998. In addition, Mr. King has served as Secretary of the Company since
August 1996 and as Managing Director of Concord HK from August 1996 through
April 2000. Prior to that, Mr. King had been the Company's Vice President of
Corporate and Strategic Development since June 1996. Before joining the
Company, Mr. King was Managing General Partner of Cripple Creek Associates, a
partnership that built and operated two casinos in Cripple Creek, Colorado,
from June 1991 through February 1996.

Harlan I. Press has been Vice President, Treasurer and Assistant Secretary
of the Company since April 2000. Mr. Press has also served as the Corporate
Controller and Assistant Secretary of the Company from October 1996 through
April 2000 and as Chief Accounting Officer from November 1994 to the present.
Mr. Press is a member of the American Institute of Certified Public
Accountants, the New York State Society of Certified Public Accountants and the
Financial Executives Institute.

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<PAGE>

Gerald J. Angeli has been Vice President, OEM Product Supply, of the
Company since April 2000. From July 1997 to April 2000, Mr. Angeli was Vice
President, Global Manufacturing and Products Supply for NCR Corporation's
Systemedia Group, where he was responsible for manufacturing, customer service,
distribution and logistics. For 20 years prior thereto, Mr. Angeli was employed
by Kodak in various capacities, most recently as Manager of Worldwide
Manufacturing and Supply Chain and Vice President, Consumer Imaging.

Keith L. Lampert, who is a son of Ira B. Lampert, has been Vice President
of the Company since August 25, 1998 and is also Managing Director of Concord
HK. Among other things, Mr. Lampert is responsible for operations in the PRC
within the Company. Mr. Lampert has been employed by the Company since 1993.
Mr. Lampert is also the Business Sub-Committee Chairman of the Hong Kong
Photographic and Optics Manufacturers Association.

Urs W. Stampfli has been Vice President and Director of Global Sales and
Marketing for the Company since April 2000. Mr. Stampfli joined the Company in
May 1998 as Director of Global Sales and Marketing. From 1990 to April 1998,
Mr. Stampfli was Vice President, Marketing, Photo Imaging Systems of Agfa
Division, Bayer Corporation.

Eli Arenberg has been a director of the Company since 1988. From 1984
through February 1992, Mr. Arenberg held various positions in the Company,
including Senior Vice President of Sales. Following his retirement from
full-time employment with the Company, Mr. Arenberg has been a consultant to
the Company since July 1994.

Ronald S. Cooper has been a director of the Company since January 20,
2000. Mr. Cooper is a co-founder and principal of LARC Strategic Concepts, LLC,
a consulting firm focusing on emerging growth companies. Mr. Cooper retired
from Ernst & Young LLP in September 1998, having joined the firm in 1962. He
became a partner in 1973 and was Managing Partner of the firm's Long Island
office from 1985 until he retired. He is also a director of Frontline Capital
Group, a publicly traded e-commerce company.

Morris H. Gindi has been a director of the Company since 1988. Mr. Gindi
has served as the Chief Executive Officer of Notra Trading Inc., an import
agent in the housewares and domestics industry, since 1983.

Joel L. Gold has been a director of the Company since 1991. Mr. Gold has
been Executive Vice President of Berry Shino Securities since January 2000. He
has been employed as an investment banker at other investment banks: J.W.
Barclay & Co. Inc. from September 1999 to December 1999, Solid ISG Capital
Markets LLC from January 1999 to September 1999, Inter Bank Capital Group LLC
from October 1997 to January 1999, L.T. Lawrence & Co., Inc. from March 1996
through September 1997, Fector Detwiler from April 1995 through March 1996, and
Furman Selz Incorporated from January 1992 through April 1995. Mr. Gold is also
a director of PMCC Financial Corp. and Sterling Vision.

J. David Hakman has been a director of the Company since 1993. Mr. Hakman
owns Hakman Capital Corp., an investment and merchant banking concern, a
subsidiary of which is a member of the National Association of Securities
Dealers, Inc. In addition to serving as a director of several closely held
companies, Mr. Hakman is also a director of Hanover Direct, Inc., a direct
marketing business.

Kent M. Klineman, an attorney and private investor, has been a director of
the Company since 1993. In addition to serving as a director of several closely
held companies, Mr. Klineman is Chairman of Business Alliance Capital Corp. a
closely held asset-based finance company, and a Manager of 1270 Capital LLC,
the manager of UV Equities, LLC, a closely held investment fund.

William J. Lloyd has been a director of the Company since May 2, 2000. Mr.
Lloyd currently serves as co-chief executive of a new Hewlett Packard/Eastman
Kodak joint venture formed to develop photo finishing solutions to offer retail
customers a wide range of digital-imaging capabilities for both traditional
photographic film and digital files. Previously, Mr. Lloyd held various
management positions at Hewlett Packard from 1969 to 2000, most recently as
Vice President, Chief Technology Officer for its Digital Media Solutions and
Personal Appliances and Services.

30
<PAGE>

UNDERWRITING

Subject to the terms and conditions of an underwriting agreement dated
_________, 2000, the underwriters named below, through the representatives
Raymond James & Associates, Inc. and The Robinson-Humphrey Company, LLC, have
severally agreed to purchase from us the respective number of shares of common
stock set forth opposite their names below:

Underwriter: Number of Shares
------------------------------------ -----------------
Raymond James & Associates, Inc.
The Robinson-Humphrey Company, LLC
Total 3,500,000
=========

The underwriting agreement provides that the obligations of the
underwriters are subject to certain conditions precedent, including the absence
of any significant negative change in our business and the receipt of certain
certificates, opinions and letters from us and our attorneys and independent
accountants. The nature of the underwriters' obligation is such that they are
committed to purchase all shares of common stock offered hereby if any of the
shares are purchased.

We have granted the underwriters the option, exercisable for 30 days after
the date of this prospectus, to purchase up to an aggregate of 525,000 shares
of our common stock at the public offering price, less the underwriting
discounts and commissions set forth on the cover page of this prospectus. The
underwriters may exercise this option solely to cover unfilled customer orders,
if any, in connection with the sale of our common stock. If the underwriters
exercise this option, each underwriter will be obligated, subject to certain
conditions, to purchase a number of additional shares of our common stock
proportionate to the underwriter's initial amount set forth in the table above.

The following table summarizes the underwriting discounts and commissions
to be paid by us to the underwriters for each share of our common stock and in
total. This information is presented assuming either no exercise or full
exercise of the underwriters' option to purchase additional shares of our
common stock.

Aggregate Aggregate
Per Share Without Option With Option
----------- ---------------- ------------
Underwriting Discounts and
Commissions payable by us

We have been advised by the representatives that the underwriters propose
to offer the shares of common stock to the public at the public offering price
set forth on the cover page of this prospectus and to certain dealers at that
price less a concession not in excess of ___ per share. The underwriters may
allow, and such dealers may re-allow, a concession not in excess of ___ per
share to certain other dealers. The offering of the shares of common stock is
made for delivery when, as and if accepted by the underwriters and subject to
prior sale and to withdrawal, cancellation or modification of this offering
without notice. The underwriters reserve the right to reject an order for the
purchase of shares in whole or in part.

We and our most senior executive officers and directors have agreed that
for a period of 90 days after the date of this prospectus, we and they will
not, without the prior written consent of Raymond James & Associates, Inc.,
directly or indirectly: offer, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant for the sale of or otherwise dispose of or transfer
(subject to certain exceptions) any shares of our common stock or securities
convertible into or exchangeable or exercisable for shares of our common stock,
whether now owned or acquired after the date of this prospectus by any such
person or with respect to which any such person acquires after the date of this
prospectus the power of disposition, or file any registration statement under
the Securities Act with respect to any of the foregoing, or enter into any swap
or other agreement or any other agreement that transfers, in whole or in part,
directly or indirectly, the economic consequence of ownership of shares of our
common stock whether any such swap or transaction is to be settled by delivery
of our common stock or other securities, in cash or otherwise.

31
<PAGE>

Until the offering of the shares of common stock is completed, applicable
rules of the Securities and Exchange Commission may limit the ability of the
underwriters and certain selling group members to bid for and purchase the
common stock. As an exception to these rules, the underwriters may engage in
certain transactions that stabilize the price of the common stock. These
transactions may include short sales, stabilizing transactions and purchases to
cover positions created by short sales. Short sales involve the sale by the
underwriters of a greater number of shares of common stock than they are
required to purchase in the offering. Stabilizing transactions consist of
certain bids or purchases made for the purpose of preventing or retarding a
decline in the market price of the common stock while the offering is in
progress.

The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares
sold by or for the account of such underwriter in stabilizing or short covering
transactions.

These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the common stock. As a result, the price of the
common stock may be higher than the price that otherwise might exist in the
open market. If these activities are commenced, they may be discontinued by the
underwriters without notice at any time. These transactions may be effected on
the Nasdaq National Market, or otherwise.

We have agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act, and to contribute
to payments which the underwriters may be required to make in respect thereof.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed
upon for us by Kronish Lieb Weiner & Hellman LLP, New York, New York. Certain
members of the law firm of Kronish Lieb Weiner & Hellman LLP beneficially own,
in the aggregate, 141,900 shares of common stock of Concord and an option to
purchase 100,000 shares of such common stock. Certain legal matters in
connection with this offering will be passed upon for the underwriters by
Greenberg Traurig, P.A., Miami, Florida.

EXPERTS

Ernst & Young LLP, independent certified public accountants, have audited
our consolidated financial statements (including the schedule incorporated by
reference) at July 1, 2000 and July 3, 1999, and for each of the three years in
the period ended July 1, 2000, as set forth in their report. We have included
our financial statements in the prospectus and elsewhere in the registration
statement in reliance on Ernst & Young LLP's report, given on their authority
as experts in accounting and auditing.

32
<PAGE>

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONCORD CAMERA CORP. AND SUBSIDIARIES

<TABLE>
<S> <C>
Report of Independent Certified Public Accountants ...................................... F-2
Consolidated Balance Sheets as of July 1, 2000 and July 3, 1999 ......................... F-3
Consolidated Statements of Income for the Years Ended July 1, 2000, July 3, 1999 and
June 30, 1998 .......................................................................... F-4
Consolidated Statements of Stockholders' Equity for the Years Ended July 1, 2000, July
3, 1999 and June 30, 1998 .............................................................. F-5
Consolidated Statements of Cash Flows for the Years Ended July 1, 2000, July 3, 1999
and June 30, 1998 ...................................................................... F-6
Notes to Consolidated Financial Statements .............................................. F-7
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
Concord Camera Corp.

We have audited the accompanying consolidated balance sheets of Concord
Camera Corp. and subsidiaries as of July 1, 2000 and July 3, 1999, and the
related consolidated statements of income, stockholders' equity and cash flows
for each of the three years in the period ended July 1, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Concord Camera Corp. and subsidiaries as of July 1, 2000 and July 3, 1999,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended July 1, 2000, in conformity with
accounting principles generally accepted in the United States.

Ernst & Young LLP

Miami, Florida
August 3, 2000

F-2
<PAGE>

Concord Camera Corp. and Subsidiaries
Consolidated Balance Sheets

<TABLE>
<CAPTION>
July 1, 2000 July 3, 1999
---------------- ---------------
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents ......................................... $ 24,390,294 $ 30,706,761
Accounts receivable, net .......................................... 33,570,047 18,272,329
Inventories, net .................................................. 31,603,147 20,620,556
Prepaid expenses and other current assets ......................... 7,374,719 2,404,400
------------- ------------
Total current assets ........................................... 96,938,207 72,004,046
Property, plant and equipment, net ................................... 22,810,021 18,871,300
Goodwill, net ........................................................ 3,561,770 291,764
Other assets ......................................................... 10,693,442 5,480,342
------------- ------------
Total assets ......................................................... $ 134,003,440 $ 96,647,452
============= ============
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable .................................................. $ 25,510,625 $ 16,224,538
Accrued expenses .................................................. 12,788,653 4,985,789
Short-term debt ................................................... 2,190,263 8,088,901
Current portion of long-term debt ................................. -- 2,100,000
Current portion of obligations under capital leases ............... 1,252,967 2,073,492
Income taxes payable .............................................. 2,024,157 896,142
Other current liabilities ......................................... 571,706 188,058
------------- ------------
Total current liabilities ...................................... 44,338,371 34,556,920
Deferred income taxes ................................................ -- 792,358
Senior notes ......................................................... 14,891,071 14,850,000
Obligations under capital leases, net of current portion ............. 1,221,128 2,623,080
Other long-term liabilities .......................................... 7,262,903 1,129,569
------------- ------------
Total liabilities .................................................... 67,713,473 53,951,927
Commitments and contingencies
Stockholders' equity:
Common stock, no par value, 100,000,000 shares authorized;
23,825,734 and 23,259,184 shares issued as of July 1, 2000 and
July 3, 1999, respectively ....................................... 42,145,256 41,117,335
Paid-in capital ................................................... 2,625,828 1,033,553
Retained earnings ................................................. 25,685,258 6,086,691
Notes receivable arising from common stock purchase agreements (29,237) (2,163,542)
------------- ------------
70,427,105 46,074,037
Less: treasury stock, at cost, 1,542,526 and 1,351,726 shares as of
July 1, 2000 and July 3, 1999, respectively ...................... (4,137,138) (3,378,512)
------------- ------------
Total stockholders' equity ........................................... 66,289,967 42,695,525
------------- ------------
Total liabilities and stockholders' equity ........................... $ 134,003,440 $ 96,647,452
============= ============
</TABLE>

See accompanying notes.

F-3
<PAGE>

Concord Camera Corp. and Subsidiaries
Consolidated Statements of Income

<TABLE>
<CAPTION>
Year Ended
------------------------------------------------------
July 1, 2000 July 3, 1999 June 30, 1998
---------------- ---------------- ----------------
<S> <C> <C> <C>
Net sales ............................................ $ 173,158,034 $118,418,074 $ 102,663,451
Cost of products sold ................................ 126,147,774 86,664,126 74,771,683
------------- ------------ -------------
Gross profit ......................................... 47,010,260 31,753,948 27,891,768
Selling expenses ..................................... 11,143,074 7,922,140 9,233,781
General and administrative expenses .................. 16,633,210 12,215,870 10,989,461
Interest expense ..................................... 3,268,560 3,454,717 1,668,233
Other income, net .................................... (881,762) (440,872) (516,694)
------------- ------------ -------------
Income before income taxes ........................... 16,847,178 8,602,093 6,516,987
Provision (benefit) for income taxes ................. (2,751,389) 893,187 503,548
------------- ------------ -------------
Net income ........................................... $ 19,598,567 $ 7,708,906 $ 6,013,439
============= ============ =============
Earnings Per Share:
Basic earnings per share ............................ $ 0.89 $ 0.35 $ 0.27
============= ============ =============
Diluted earnings per share .......................... $ 0.81 $ 0.33 $ 0.26
============= ============ =============
Weighted average
common shares-basic ............................... 21,989,381 21,980,790 21,877,868
Effect of dilutive securities-stock options ......... 2,324,087 1,177,456 1,230,096
------------- ------------ -------------
Weighted average
common shares and assumed conversions ............. 24,313,468 23,158,246 23,107,964
============= ============ =============
</TABLE>

See accompanying notes.

F-4
<PAGE>

Concord Camera Corp. and Subsidiaries
Consolidated Statements of Stockholders' Equity

<TABLE>
<CAPTION>
Common Stock
--------------------------------------------------
Issued Shares Stated Value Paid-in Capital
--------------- -------------- -----------------
<S> <C> <C> <C>
Balance as of June 30, 1997 .................... 21,888,052 $39,361,893 $ 850,786
Exercise of stock options ...................... 540,850 732,666 --
Interest on notes receivable arising from
common stock purchase agreements .............. -- -- --
Net income ..................................... -- --
----------- ----------
Balance as of June 30, 1998 .................... 22,428,902 40,094,559 850,786
Exercise of stock options ...................... 830,282 1,022,776 --
Interest on notes receivable arising from
common stock purchase agreements .............. -- -- --
Officers' notes forgiven on stock purchases -- -- --
Purchase of treasury stock, at cost ............ -- -- --
Compensation expense on stock options .......... -- -- 182,767
Net income ..................................... -- --
----------- ----------
Balance as of July 3, 1999 ..................... 23,259,184 41,117,335 1,033,553
Exercise of stock options ...................... 566,550 1,027,921 --
Interest on notes receivable arising from
common stock purchase agreements .............. -- -- --
Officers' notes forgiven on stock purchases -- -- --
Officers' notes paid on stock purchases ........ -- -- --
Purchase of treasury stock, at cost ............ -- -- --
Stock option issuance related to
non-employees ................................. -- -- 1,592,275
Net income ..................................... -- --
----------- ----------
Balance as of July 1, 2000 ..................... 23,825,734 $42,145,256 $2,625,828
========== =========== ==========
See accompanying notes.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Retained Notes receivable
Earnings arising from
Treasury Stock
(Accumulated common stock ------------------------------
Deficit) purchase agreements Shares Cost
---------------- --------------------- ------------ ----------------
<S> <C> <C> <C> <C>
Balance as of June 30, 1997 .................... ($ 7,635,654) ($ 2,622,273) 127,106 ($ 452,919)
Exercise of stock options ...................... -- -- -- --
Interest on notes receivable arising from
common stock purchase agreements .............. -- (143,190) -- --
Net income ..................................... 6,013,439 -- -- --
----------- ----------- ------- -----------
Balance as of June 30, 1998 .................... (1,622,215) (2,765,463) 127,106 (452,919)
Exercise of stock options ...................... -- -- -- --
Interest on notes receivable arising from
common stock purchase agreements .............. -- (142,400) -- --
Officers' notes forgiven on stock purchases -- 744,321 -- --
Purchase of treasury stock, at cost ............ -- -- 1,224,620 (2,925,593)
Compensation expense on stock options .......... -- -- -- --
Net income ..................................... 7,708,906 -- -- --
----------- ----------- --------- -----------
Balance as of July 3, 1999 ..................... 6,086,691 (2,163,542) 1,351,726 (3,378,512)
Exercise of stock options ...................... -- -- -- --
Interest on notes receivable arising from
common stock purchase agreements .............. -- (85,190) -- --
Officers' notes forgiven on stock purchases -- 452,965 -- --
Officers' notes paid on stock purchases ........ -- 1,766,530 -- --
Purchase of treasury stock, at cost ............ -- -- 190,800 (758,626)
Stock option issuance related to
non-employees ................................. -- -- -- --
Net income ..................................... 19,598,567 -- -- --
----------- ----------- --------- -----------
Balance as of July 1, 2000 ..................... $25,685,258 ($ 29,237) 1,542,526 ($ 4,137,138)
=========== =========== ========= ===========
See accompanying notes.

</TABLE>
<TABLE>

<PAGE>

<CAPTION>
Total
--------------
<S> <C>
Balance as of June 30, 1997 .................... $ 29,501,833
Exercise of stock options ...................... 732,666
Interest on notes receivable arising from
common stock purchase agreements .............. (143,190)
Net income ..................................... 6,013,439
------------
Balance as of June 30, 1998 .................... 36,104,748
Exercise of stock options ...................... 1,022,776
Interest on notes receivable arising from
common stock purchase agreements .............. (142,400)
Officers' notes forgiven on stock purchases 744,321
Purchase of treasury stock, at cost ............ (2,925,593)
Compensation expense on stock options .......... 182,767
Net income ..................................... 7,708,906
------------
Balance as of July 3, 1999 ..................... 42,695,525
Exercise of stock options ...................... 1,027,921
Interest on notes receivable arising from
common stock purchase agreements .............. (85,190)
Officers' notes forgiven on stock purchases 452,965
Officers' notes paid on stock purchases ........ 1,766,530
Purchase of treasury stock, at cost ............ (758,626)
Stock option issuance related to
non-employees ................................. 1,592,275
Net income ..................................... 19,598,567
------------
Balance as of July 1, 2000 ..................... $ 66,289,967
============
See accompanying notes.

</TABLE>

F-5
<PAGE>

Concord Camera Corp. and Subsidiaries
Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
Year Ended
-----------------------------------------------------
July 1, July 3, June 30,
2000 1999 1998
---------------- --------------- ----------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income ............................................. $ 19,598,567 $ 7,708,906 $ 6,013,439
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ......................... 4,465,237 4,111,148 3,316,328
Amortization of deferred financing costs .............. 174,487 122,298 --
Officers' notes forgiven on stock purchases ........... 452,965 744,321 --
Interest income on notes receivable arising from
common stock agreements ............................. (85,190) (142,400) (143,190)
Deferred income taxes ................................. (4,232,389) 159,531 116,677
Non-cash compensation expense on stock options 220,193 182,767 --
Changes in operating assets and liabilities:
Accounts receivable ................................. (15,297,718) 1,689,205 (10,094,572)
Inventories ......................................... (10,982,591) 838,039 (5,706,193)
Prepaid expenses and other current assets ........... (3,222,708) 833,729 (146,460)
Other assets ........................................ (3,216,104) (2,256,699) (81,985)
Accounts payable .................................... 9,286,087 2,010,781 5,548,135
Accrued expenses .................................... 7,802,864 567,185 2,186,315
Income taxes payable ................................ 1,128,015 516,481 376,831
Other current liabilities ........................... 383,649 (36,723) (89,184)
Other long-term liabilities ......................... 3,185,488 470,679 (150,001)
------------- ------------ -------------
Net cash provided by operating activities .......... 9,660,852 17,519,248 1,146,140
------------- ------------ -------------
Cash flows from investing activities:
Purchases of property, plant and equipment ............ (7,792,029) (6,166,331) (4,458,775)
------------- ------------ -------------
Net cash used in investing activities ............... (7,792,029) (6,166,331) (4,458,775)
------------- ------------ -------------
Cash flows from financing activities:
Net (repayments) borrowings under short-term debt
agreements ............................................ (5,898,638) (2,733,111) 2,845,697
Net (repayments) borrowings under long-term debt
agreements ............................................ (2,100,000) (396,460) 2,066,541
Proceeds from issuance of senior notes, net ............ -- 14,850,000 --
Net principal borrowings (repayments) under capital
lease obligations ..................................... (2,222,477) 2,416,533 (510,390)
Purchases of treasury stock ............................ (758,626) (2,925,593) --
Proceeds from notes receivable arising from
common stock purchase agreements ...................... 1,766,530 -- --
Net proceeds from issuance of common stock ............. 1,027,921 1,022,776 732,666
------------- ------------ -------------
Net cash (used in) provided by financing
activities ............................................ (8,185,290) 12,234,145 5,134,514
------------- ------------ -------------
Net (decrease) increase in cash and cash equivalents (6,316,467) 23,587,062 1,821,879
Cash and cash equivalents at beginning of the year ..... 30,706,761 7,119,699 5,297,820
------------- ------------ -------------
Cash and cash equivalents at end of the year ........... $ 24,390,294 $ 30,706,761 $ 7,119,699
============= ============ =============
Supplemental disclosure of cash flow information:
Cash paid for interest ................................. $ 2,768,000 $ 3,048,000 $ 1,299,000
============= ============ =============
Cash paid for income taxes ............................. $ 819,000 $ 15,000 $ 120,000
============= ============ =============
</TABLE>

See accompanying notes.

F-6
<PAGE>

CONCORD CAMERA CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
Concord Camera Corp. ("Concord") and its wholly-owned subsidiaries, Concord
Camera HK Limited ("Concord HK"), Concord Camera GmbH ("Concord GmbH"), Concord
Camera (Europe) Limited (formerly Concord Camera UK Ltd) ("Concord UK"),
Goldline (Europe) Limited ("Goldline"), Concord-Keystone Sales Corporation
("Concord Keystone"), Concord Holding Corp. ("Concord Holding"), Concord Camera
Illinois Corp. ("Concord Canada"), Concord Camera (Panama) Corp. ("Concord
Panama"), Concord Camera (Hungary) ("Concord Hungary") and Concord Camera
France SARL ("Concord France") (collectively, the "Company"). All significant
intercompany balances and transactions have been eliminated.

Nature of Business

The Company is engaged in the design, development, manufacture, marketing
and worldwide distribution of image capture products and related accessories.
Substantially all of the Company's products are assembled in the People's
Republic of China ("PRC"). As a result, the Company's operations could be
adversely affected by political instability in the PRC. Consolidated net sales
to the Company's three largest customers during the fiscal years ended July 1,
2000 ("Fiscal 2000"), July 3, 1999 ("Fiscal 1999") and June 30, 1998 ("Fiscal
1998") amounted to approximately $102,525,000 (59.2%), $68,105,000 (57.5%), and
$56,592,000 (55.1%) respectively. The Company believes that the loss of such
customers would have a material effect on the Company as a whole. No other
customer accounted for 10% or more of consolidated net sales during Fiscal
2000, Fiscal 1999 or Fiscal 1998. Additionally, the Company's three largest
customers individually, or in aggregate, account from time to time, for more
than 10% of the total accounts receivable outstanding. At July 1, 2000,
approximately $18,370,000 related to these three customers, and was included in
accounts receivable in the accompanying consolidated balance sheet.

The Company's products include traditional and single use cameras in 35
mm, APS and instant formats. For Fiscal 2000, Fiscal 1999, and Fiscal 1998
sales of single use cameras were 48.2%, 45.2% and 45.9%, respectively of total
sales.

Beginning in Fiscal 1999, the Company changed its fiscal year end to end
on the Saturday closest to June 30. Prior to Fiscal 1999, the Company's
year-end was the twelve-month period ending June 30. Accordingly, for Fiscal
2000 and Fiscal 1999, the year-end was on July 1, 2000, and July 3, 1999,
respectively.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

Inventories

Inventories, which consist mostly of raw materials, are stated at the
lower of cost or market and are determined on a first-in, first-out basis.
Components of inventory cost include materials, labor, and manufacturing
overhead. Inventories are comprised of the following:

July 1, July 3,
2000 1999
-------------- --------------
Raw material and components ......... $22,116,287 $15,605,934
Finished goods ...................... 9,486,860 5,014,622
----------- -----------
$31,603,147 $20,620,556
=========== ===========

F-7
<PAGE>

CONCORD CAMERA CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 1 -- BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES: -- (Continued)

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated
depreciation. Depreciation is computed by use of the straight-line method over
the estimated useful lives of the respective assets which range from two to
forty three years. Small tools and accessories used in production in the PRC
are charged to operations when purchased. Leasehold costs and improvements are
amortized on a straight-line basis over the term of the lease or their
estimated useful lives, whichever is shorter. Amortization of assets recorded
under capital leases is included in depreciation and amortization expense.

Intangible Assets

Cost in excess of net assets acquired (goodwill) is being amortized on a
straight-line basis over its estimated life over periods ranging from fifteen
to twenty years. The carrying value of goodwill is reviewed by the Company's
management if the facts and circumstances suggest that it may be impaired. If
this review indicates that these costs will not be recoverable, as determined
based on the expected undiscounted cash flows of the entity to which the
goodwill is associated over the remaining amortization period, the carrying
value of goodwill would be reduced by the estimated shortfall of cash flows.
Accumulated amortization at July 1, 2000 and July 3, 1999 was approximately
$2,389,705 and $2,262,000, respectively.

Impairment of Long-Lived Assets

In accordance with the Financial Accounting Standards Board ("FASB"),
Statement of Financial Accounting Standards ("SFAS"), No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of, the Company records impairment losses when indications of impairment are
present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amounts. No impairment indicators
were noted for Fiscal 2000, Fiscal 1999 or Fiscal 1998.

Other Assets

Other assets include trademarks, patents, licensing fees, deposits,
capitalized costs and non-current receivables. Trademarks, patents, licensing
fees and capitalized costs are amortized on a straight-line basis over their
estimated useful lives.

Revenue Recognition

Revenues are recorded when the product is shipped to a customer net of
appropriate reserves for returns.

Advertising

Advertising costs are expensed as incurred and included in selling
expenses. Advertising allowances and other discounts totaled approximately
$688,000, $464,000, and $793,000 for Fiscal 2000, Fiscal 1999 and Fiscal 1998,
respectively.

Foreign Currency Transactions

The Company operates on a worldwide basis and its results may be adversely
or positively affected by fluctuations of various foreign currencies against
the U.S. Dollar, specifically, the Canadian Dollar, German Mark, British Pound
Sterling, French Franc and Japanese Yen. Each of the Company's foreign
subsidiaries purchases its inventories in U.S. Dollars and has the majority of
its sales in U.S. dollars. Accordingly, the U.S. dollar is the functional
currency. Certain sales to customers and purchases of certain components to
manufacture cameras are made in local currency including Japanese Yen, thereby
creating an exposure to

F-8
<PAGE>

CONCORD CAMERA CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 1 -- BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES: -- (Continued)

fluctuations in foreign currency exchange rates. The translation from the
applicable currencies to U.S. dollars is performed for balance sheet accounts
using current exchange rates in effect at the balance sheet date and for
revenue and expense accounts using a weighted average exchange rate during the
period. Gains or losses resulting from foreign currency transactions and
remeasurement are included in "Other (income) expense, net" in the accompanying
consolidated statements of income. For Fiscal 2000, Fiscal 1999 and Fiscal
1998, included in other (income) expense, net in the accompanying consolidated
statements of income are approximately $143,000, $432,000, and ($371,000),
respectively, of net foreign currency (gains) losses.

Forward Exchange Contracts

During Fiscal 2000, Fiscal 1999 and Fiscal 1998, the Company's hedging
activities were immaterial and as of July 1, 2000 there were no forward
exchange contracts outstanding. The Company continues to analyze the benefits
and costs associated with hedging against foreign currency fluctuations.

Income Taxes

The provision (benefit) for taxes is based on the consolidated United
States entities' and individual foreign companies' estimated tax rates for the
applicable year. Deferred taxes are determined utilizing the asset and
liability method based on the difference between financial reporting and tax
basis of assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect when the differences are expected to reverse.
Deferred income tax provisions and benefits are based on the changes in the
deferred tax asset or tax liability from period to period. Valuation allowances
are established when necessary to reduce deferred tax assets to the amount
expected to be realized.

Earnings Per Share

Basic and diluted earnings per share are calculated in accordance with
SFAS No. 128, Earnings per Share. All applicable earnings per share amounts
have been presented to conform to the SFAS 128 requirements. The Company
announced a two-for-one stock split of its Common Stock effected through a
stock dividend to shareholders of record on March 27, 2000 and payable on April
14, 2000. Accordingly, share and per-share data for all periods presented in
the accompanying consolidated financial statements have been restated to
reflect the stock split.

Stock Based Compensation

As permitted by SFAS No. 123, Accounting for Stock-Based Compensation, the
Company has elected to follow Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees ("APB 25") and related interpretations
in accounting for its employee stock-based transactions and has complied with
the disclosure requirement of SFAS 123. (See note 7.) Under APB 25,
compensation expense is calculated at the time of option grant based upon the
difference between the exercise price of the option and the fair market value
of the Company's common stock at the date of grant recognized over the vesting
period.

Reclassifications

Certain amounts in prior years have been reclassified to conform to the
current year presentation.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

F-9
<PAGE>

CONCORD CAMERA CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 1 -- BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES: -- (Continued)

Impact of Recently Issued Accounting Standards

In Fiscal 1999, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities. It requires
that an entity recognizes all derivatives as either assets or liabilities in
the statement of financial position and measures those instruments at fair
value. Subsequently, the FASB issued SFAS No. 137, Accounting for Derivative
Instruments and Hedging Activities -- Deferral of the Effective Date of FASB
Statement No. 133, which amends the effective date of SFAS No. 133 to all
fiscal quarters of all fiscal years beginning after June 15, 2000. The Company
plans to adopt SFAS No. 133 in Fiscal Year 2001 and is currently assessing the
impact this statement will have on its consolidated financial statements.
Management believes that the impact of SFAS No. 133 will not be significant to
the Company.

NOTE 2 -- ACCOUNTS RECEIVABLE:

Accounts receivable consist of the following:

<TABLE>
<CAPTION>
July 1, July 3,
2000 1999
-------------- --------------
<S> <C> <C>
Trade accounts receivable ....................... $33,994,931 $18,672,034
Less: Allowances for doubtful accounts, discounts
and allowances ................................. (424,884) (399,705)
----------- -----------
$33,570,047 $18,272,329
=========== ===========
</TABLE>

NOTE 3 -- PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
July 1, July 3,
2000 1999
---------------- ----------------
<S> <C> <C>
Buildings, including buildings under capital lease ......... $ 7,439,520 $ 7,451,114
Equipment, including equipment under capital lease ......... 24,447,583 21,647,213
Office furniture and equipment ............................. 8,537,289 6,164,743
Automobiles ................................................ 373,916 256,623
Leasehold improvements ..................................... 4,038,720 1,854,971
------------- -------------
44,837,028 37,374,664
Less: Accumulated depreciation and amortization ............ (22,027,007) (18,503,364)
------------- -------------
$ 22,810,021 $ 18,871,300
============= =============
</TABLE>

F-10
<PAGE>

CONCORD CAMERA CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 4 -- SHORT-TERM DEBT:

Short-term debt is comprised of the following:

July 1, July 3,
2000 1999
------------- -------------
Hong Kong Credit Facilities ............. $1,495,212 $8,088,901
United Kingdom Credit Facility .......... 695,051 --
United States Credit Facilities ......... -- --
---------- ----------
$2,190,263 $8,088,901
========== ==========

Hong Kong Credit Facilities

In Fiscal 1999, Concord HK had use of a $10,000,000 Non-Notification
Factoring with Recourse Facility ("Factoring Facility") that was guaranteed by
the Company, was secured by certain accounts receivables of Concord HK's
operations and bore interest at 1.5% above the prime lending rate. During the
last quarter of Fiscal 1999, $2,000,000 of the factoring facility was converted
into two $1,000,000 equipment leasing facilities with terms of three and four
years each. Availability under the factoring facility was subject to advance
formulas based on eligible accounts receivable with no minimum borrowings. At
July 3, 1999, approximately $6,584,901 and $1,050,000 was outstanding and
classified as short-term debt and capital lease obligations, respectively.

During the second quarter of Fiscal 2000, Concord HK consummated a
$26,200,000 credit facility (the "HK Facility") that is guaranteed by the
Company, is secured by certain accounts receivables of Concord HK's operations
and bears interest at 0.5% above the prime lending rate which was 9.5% at July
1, 2000. The HK Facility is comprised of 1) a $5,600,000 Import Facility, 2) a
$2,600,000 Packing Credit and Export Facility, and 3) an $18,000,000 Accounts
Receivable Financing Facility. Availability under the Accounts Receivable
Financing Facility is subject to advance formulas based on Eligible Accounts
Receivable with no minimum borrowings. The Company utilized the HK Facility to
replace both the Factoring Facility and the Concord HK Facility. At July 1,
2000, $1,495,212 was outstanding under the HK Facility and classified as
short-term debt.

United Kingdom Credit Facility

In November 1999, Goldline, a Concord UK subsidiary, became indebted under
a credit facility (the "UK Facility") in the United Kingdom that is secured by
substantially all of the assets of Goldline. The UK Facility bears interest at
2.0% above the prime lending rate, is principally utilized for working capital
needs and allows borrowings of up to approximately $1,000,000. At July 1, 2000,
approximately $695,000 was outstanding under the UK Facility and classified as
short-term debt.

United States Credit Facilities

In June 2000, Concord Camera Corp. and a U.S. subsidiary entered into
credit facilities (the "US Facilities") with lenders that provides Concord
Keystone Sales Corp. and Concord Camera Corp. with up to $5,000,000 and
$2,500,000, respectively of unsecured working capital. The US Facilities bear
interest at 1.75% above London Interbank Offer Rate ("LIBOR"), which was 7.2%
at July 1, 2000. No amounts were outstanding under the US Facilities at July 1,
2000.

The weighted average interest rate on the Company's short-term borrowings
was approximately 10.6% and 11.7% at July 1, 2000 and July 3, 1999,
respectively.

F-11
<PAGE>

CONCORD CAMERA CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 5 -- LONG-TERM DEBT:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
July 1, July 3,
2000 1999
-------------- --------------
<S> <C> <C>
Senior Notes -- $15,000,000 at 11% interest dated
July 30, 1998, due July 30, 2005 ............... $14,891,071 $ 14,850,000
Mortgage payable through July 9, 1999, monthly
Payments of interest only at 12.97%. Facility is
secured by Company owned Manufacturing facility
in Boan County Shenzhen Municipal, PRC ......... -- 2,100,000
----------- ------------
14,891,071 16,950,000
Current portion of long-term debt ............... -- (2,100,000)
----------- ------------
Long term-debt .................................. $14,891,071 $ 14,850,000
=========== ============
</TABLE>

Senior Notes Payable

On July 30, 1998, the Company consummated a private placement of
$15,000,000 of unsecured senior notes ("Senior Notes"). The notes bear interest
at 11%, and the maturity date is July 15, 2005. Interest payments are due
quarterly.

Upon a Change of Control as defined in the Senior Notes, the Company would
be required to offer to repurchase the notes at a purchase price equal to 101%
of the aggregate principal amount plus accrued and unpaid interest thereon.

The Senior Notes contain certain financial and operational covenants and
customary events of default, including, among others, payment defaults and
default in the performance of other covenants, breach of representations or
warranties, cross-default to other indebtedness, certain bankruptcy or ERISA
defaults, the entry of certain judgment against the Company or any subsidiary,
and any security interest or guarantees that cease to be in effect.

NOTE 6 -- FINANCIAL INSTRUMENTS:

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, short-term investments,
accounts receivable, accounts payable, accrued expenses and short-term debt
approximate fair value because of their short duration to maturity. The
carrying amount of the Company's Senior Notes approximate fair value at July 1,
2000. The fair value is estimated based on the quoted market prices for the
same issues or on current rates offered to the Company for debt with the same
remaining maturities. Because judgment is required in interpreting market data
to develop estimates of fair value, the estimates are not necessarily
indicative of the amounts that could be realized or would be paid in a current
market exchange. The effect of using different market assumptions or estimation
methodologies may be material to the estimated fair value amounts.

Business and Credit Concentrations

Financial instruments that potentially subject the Company to
concentrations of credit risk consist of cash, cash equivalents and accounts
receivable. The Company's cash and cash equivalents are deposited with
recognized financial institutions. Concentrations of credit risk in accounts
receivable resulting from sales to major customers are discussed in Note 1. The
Company generally does not require collateral for sales on credit. The Company
also closely monitors extensions of credit and has not experienced significant
credit losses in the past.

F-12
<PAGE>

CONCORD CAMERA CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 7 -- SHAREHOLDERS' EQUITY:

The Company announced a two-for-one stock split of its Common Stock
effected through a stock dividend to shareholders of record on March 27, 2000
and payable on April 14, 2000. Accordingly, share and per-share data for all
periods presented in the accompanying consolidated financial statements have
been restated to reflect the stock split.

The Board of Directors of the Company authorized in the fourth quarter of
Fiscal 2000, the Company to issue up to 1,000,000 shares of preferred stock.
Such shares of preferred stock are granted certain rights and preferences.
There were no shares issued or outstanding as of July 1, 2000.

The Company's Incentive Plan permits the Compensation Committee of the
Company's Board of Directors to grant a variety of common stock awards and
provides for a formula plan for annual grants to non-employee directors. The
maximum number of shares of common stock available for awards under the
Incentive Plan is 6,000,000. Upon the adoption of the Incentive Plan, the
Company's 1988 Stock Option Plan was terminated except with respect to any
unexercised options outstanding thereunder.

Stock option activity is as follows:

<TABLE>
<CAPTION>
Number of Shares Option price per share
------------------ -----------------------
<S> <C> <C>
Outstanding at June 30, 1997 .......... 2,744,900 $0.88 - $4.50
Canceled .............................. (193,100) $1.35 - $4.50
Granted ............................... 441,026 $0.95 - $2.50
Exercised ............................. (495,850) $0.91 - $1.91
--------- ---------------------
Outstanding at June 30, 1998 .......... 2,496,976 $0.88 - $4.50
Canceled .............................. (1,000) $ 1.50
Granted ............................... 157,000 $1.63 - $3.07
Exercised ............................. (302,680) $0.88 - $2.00
--------- ---------------------
Outstanding at July 3, 1999 ........... 2,350,296 $0.88 - $3.07
Canceled .............................. (29,326) $1.00 - $4.50
Granted ............................... 1,306,874 $2.75 - $22.19
Exercised ............................. (296,796) $0.88 - $4.06
--------- ---------------------
Outstanding at July 1, 2000 ........... 3,331,048 $0.88 - $22.19
=========
</TABLE>

At July 1, 2000, 656,318 shares are available for future grants, and there
are 2,403,308 options exercisable with a range of exercise prices from $0.88 to
$22.19. As of July 1, 2000, a total of 4,498,548 shares of Common Stock have
been reserved for issuance. The Company, from time to time, will grant stock
options to certain individuals as part of an individual employee stock option
plan as inducement of employment. These grants are not made under the Incentive
Plan. As of July 1, 2000 there were 1,189,500 stock options outstanding under
individual employee stock option plans with exercise prices ranging from $1.00
to $22.63. There were a total of 925,250 stock options available for exercise
at July 1, 2000 with a range of exercise prices from $1.00 to $22.63.

The Company accounts for its stock option plans using the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" and related Interpretations, under which no
compensation cost for stock options is recognized for stock option awards
granted at or above fair market value. On October 22, 1998, the Board of
Directors approved the extension of the expiration date of certain option
grants to non-employee directors to January 31, 2004. Compensation expense
recognized by the Company related to this modification amounted to $182,767 for
Fiscal 1999. In Fiscal 2000, the Company granted stock options to certain
non-employee consultants which resulted in compensation expense of
approximately $220,000, deferred compensation of $1,372,000, and a
corresponding increase in paid-in capital of $1,592,000.

F-13
<PAGE>

CONCORD CAMERA CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 7 -- SHAREHOLDERS' EQUITY: -- (Continued)

Pro forma information regarding net income and earnings per share is
required by SFAS No. 123, "Accounting for Stock Issued to Employees", and has
been determined as if the Company had accounted for its employee stock options
under the fair value method of that Statement. The fair value for these options
was estimated at the date of grant using a Black-Scholes option-pricing model
with the following weighted average assumptions for the three years ended July
1, 2000:

Expected dividend yield 0% for all three periods. Expected life of the
options within a range of 3 to 7.5 years. Risk free interest rates within
a range of 4.6% to 6.2% and a volatility factor of the Company's common
stock of .749, .716, and .747 for Fiscal 2000, 1999 and 1998,
respectively.

The Black-Scholes option valuation model was developed for us in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions including the
expected stock price volatility. Because the Company's employee stock
options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, the management's option, the
existing models do not necessarily provide a reliable single measure of
the fair value of its employee stock options. The Company has determined
the weighted average fair value per share of options granted during Fiscal
2000, 1999, and 1998 to be $7.67, $1.65, and $1.90, respectively.

For the purposes of pro forma disclosures, the estimated fair value of the
equity awards is amortized to expense over the options vesting period. Stock
options vest over several years and new stock option grants are generally made
each year. Accordingly, the pro forma amounts shown below may not be
representative of the pro forma effect on reported net income in future years.
The Company's pro forma information is as follows:

<PAGE>

<TABLE>
<CAPTION>
Fiscal Year
----------------------------------------------------
2000 1999 1998
---------------- --------------- ---------------
<S> <C> <C> <C>
Pro forma net income ........................... $ 18,378,198 $ 7,328,297 $ 5,593,640
============ =========== ===========
Pro forma basic net income per share ........... $ 0.84 $ 0.33 $ 0.26
============ =========== ===========
Pro forma diluted net income per share ......... $ 0.76 $ 0.32 $ 0.24
============ =========== ===========
</TABLE>

On August 23, 1995, the Compensation Committee of the Board approved stock
purchase awards under the Management Equity Provisions of the Company's
Incentive Plan pursuant to which 1,000,000 shares of common stock were made
available for purchase by senior management of the Company at a price per share
equal to $2.69 per share (the closing price of the common stock on August 23,
1995, as adjusted for the two-for-one stock split paid on April 14, 2000)
pursuant to binding commitments to be made by such persons by August 31, 1995.
The Company received commitments for the purchase of 888,000 shares (the
"Purchased Shares"). Each purchaser was also granted the right to receive a
contingent restricted stock award covering a number of shares equal to the
number of shares he had purchased based upon attainment of increases in
shareholder value in accordance with the Incentive Plan. If issued, such
contingent restricted shares were to vest over a three-year period and were
subject to forfeiture prior to vesting under certain conditions.

In November 1995, members of the Company's senior management entered into
purchase agreements (the "Purchase Agreements") for the Purchased Shares.
Pursuant to the Purchase Agreements, each purchaser executed a full recourse
note for the purchase price of such shares (each a "Note"; collectively, the
"Notes") and pledged the Purchased Shares as security for the payment of the
Note. The Notes mature five years from the date of purchase and bear interest
at an annual rate of 6%. Concurrently with the execution of their respective
Purchase Agreements and Notes, each purchaser entered into a Voting Agreement
pursuant to which each purchaser agreed to vote all of his Purchased Shares and
contingent restricted stock in accordance with the determination of the holders
of a majority of all of the Purchased Shares and contingent restricted stock
held by the purchasers. To effect the foregoing, each of the purchasers
delivered an irrevocable proxy to Ira B. Lampert and agreed that prior to any
transfer of Purchased Shares and contingent restricted stock, such purchaser
would cause the transferee (i) to agree in writing with Mr. Lampert to be bound
by the provisions of the Voting Agreement with respect to such shares and (ii)
to execute and deliver to Mr. Lampert an irrevocable proxy.

F-14
<PAGE>

CONCORD CAMERA CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 7 -- SHAREHOLDERS' EQUITY: -- (Continued)

Pursuant to Amendments to each of the Purchase Agreements dated February
28, 1997 (the "Amendments"), the Company was relieved of its obligation to
issue any contingent restricted stock. Instead, each participating member of
the Company's senior management received, as of December 22, 1996, options to
purchase that number of shares of common stock (the "Option Shares") equal to
the number of Purchased Shares purchased by such person, at an exercise price
of $0.91 per share. The options vested as to 20% of the Option Shares covered
thereby as of December 22, 1996, and the balance of the shares covered thereby
began vesting December 31, 1996 in equal monthly installments over a four-year
period during the term of employment or consultancy. The unvested portion
became vested on August 19, 1998 when the average closing price of the common
stock was at least $5.00 (pre-split adjustment) for 90 consecutive trading
days. Concurrently with the Amendments, the Voting Agreement and the
irrevocable proxies were amended and restated to include the Option Shares and
delete any mention of the contingent restricted stock.

Pursuant to the Company's Management Equity Provisions, so long as a
person remains a member of the management group, such person is required to own
shares of common stock in an amount not less than 50% of such person's shares
issued pursuant to the Management Equity Provisions plus shares issuable upon
the exercise of options thereunder.

In April 1999, the Board approved a conditional release program whereby
the Company agreed to forgive a portion of the indebtedness represented by each
Note and concurrently release a proportionate number of Purchased Shares held
by the Company as security for payment of the Notes. The debt forgiveness and
share release program (the "Release Program") began on May 1, 1999 and will
continue on January 1 each year through January 1, 2003. The total principal
sum subject to forgiveness under the Release Program is $2,386,500, together
with interest owed under the Notes. The debt forgiveness is conditioned upon
the person's continued employment with the Company. If a person ceases to be an
employee or consultant of the Company prior to full forgiveness of the debt,
the principal amount of the Note would immediately become due and payable,
including any amounts scheduled to be forgiven at a future date.

As contemplated by the Management Equity Provisions, subsequent to 1995
certain Purchased Shares and the related options were transferred to other
eligible members of the Company's senior management upon their execution of the
required agreements and Notes. Notes previously delivered to secure payment for
such shares were canceled upon delivery of new Notes by current members. The
Purchased Shares and options awarded pursuant to the Management Equity
Provisions are presently held by Ira B. Lampert, Brian F. King, Keith L.
Lampert, Harlan I. Press and Arthur Zawodny.

In January 2000, the Board further provided that a participant in the
Management Equity Provisions would have the right to prepay all or any portion
of the indebtedness represented by a Note issued in connection with the
purchase of shares, and that the amount so prepaid would be repaid to the
participant as deferred compensation at such time as the amount would otherwise
have been forgiven in accordance with the Release Program. During Fiscal 2000,
certain members of the Company's senior management team prepaid the
indebtedness represented by the Notes in the aggregate amount of $1,766,530. In
accordance with the intention of the Board to treat such prepayments as amounts
to be repaid as deferred compensation at such time as the amount would have
otherwise been forgiven in accordance with the Release Program, the Company
contributed approximately $1,237,000 to a retirement plan for a member of the
senior management team. Such amount will vest over time in accordance with the
Release Program's scheduled foregiveness dates.

At the Board of Directors meeting of August 23, 1995, a Management
Incentive Compensation Program was approved for the 1995 Fiscal Year and for
subsequent periods. The Plan was enacted in order to foster increased efforts
by senior executives on behalf of the Company by giving them a direct financial
interest in the Company's performance and to encourage key employees to remain
with the Company as well as to provide an incentive in the recruitment of
senior management. The incentive pool is to be earned if the

F-15
<PAGE>

CONCORD CAMERA CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 7 -- SHAREHOLDERS' EQUITY: -- (Continued)

Company achieves certain return on equity goals. The goals are reviewable each
year by the Board and may be amended. If the goals are achieved, an Incentive
Fund is to be established of up to 10% of earnings after taxes and any
unawarded portion of an Incentive Fund from previous years. Included in general
and administrative expenses in the accompanying consolidated statements of
income for Fiscal 2000, Fiscal 1999 and Fiscal 1998, are $1,775,112, $911,254
and $703,526, respectively, accrued for incentive compensation payments.

NOTE 8 -- INCOME TAXES:

Income before income taxes in the accompanying consolidated statements of
income consists of the following:

Year Ended
------------------------------------
July 1, July 3, June 30,
2000 1999 1998
--------- ------------ ---------
(in 000's)
United States ......... $ 27 $ (1,470) $1,401
Foreign ............... 16,820 10,072 5,116
------- -------- ------
$16,847 $ 8,602 $6,517
======= ======== ======

The (benefit) provision for income taxes is comprised of the following:

Year Ended
--------------------------------------------
July 1, July 3, June 30,
2000 1999 1998
--------------- ----------- ------------
Current .......... $ 1,481,000 $733,656 $ 386,871
Deferred ......... (4,232,389) 159,531 116,677
------------ -------- ---------
$ (2,751,389) $893,187 $ 503,548
============ ======== =========

Deferred income taxes reflect the net tax effects of (a) temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes and
(b) operating loss carryforwards. The tax effects of significant items
comprising the Company's deferred tax assets and liabilities as of July 1, 2000
are as follows:

<PAGE>

<TABLE>
<CAPTION>
Domestic
Federal State Foreign Total
------------ ------------ ---------------- ----------------
<S> <C> <C> <C> <C>
Deferred Tax Liabilities:
Difference between book and tax basis of
property ................................. $ -- $ -- ($ 1,100,782) ($ 1,100,782)
Other deferred liabilities ................ -- -- (38,108) (38,108)
---------- --------- ------------ -----------
Total deferred tax liabilities ............ -- -- (1,138,890) (1,138,890)
Deferred Tax Assets:
Operating loss carryforwards .............. 2,199,351 29,066 -- 2,228,417
Reserves not currently deductible ......... 202,916 21,664 -- 224,580
Depreciation .............................. 115,191 6,221 -- 121,412
Compensation accruals ..................... 1,150,900 122,876 -- 1,273,776
Difference between book and tax basis of
property ................................. 215,141 22,969 -- 238,110
Tax credits ............................... 113,829 -- -- 113,829
Deferred intercompany transaction ......... 251,600 -- -- 251,600
Other deferred tax assets ................. 55,932 9,924 -- 65,856
---------- --------- ------------ -----------
Total deferred tax assets ................. 4,304,860 212,720 -- 4,517,580
---------- --------- ------------ -----------
Net deferred tax asset .................... $4,304,860 $ 212,720 ($ 1,138,890) $ 3,378,690
========== ========= ============ ===========
</TABLE>

F-16

<PAGE>

CONCORD CAMERA CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 8 -- INCOME TAXES: -- (Continued)

The net deferred tax asset included in prepaid expenses and other current
assets, in the accompanying consolidated balance sheet at July 1, 2000 was
$1,794,719, and the net deferred tax asset included in other assets, in the
accompanying consolidated balance sheet at July 1, 2000 was $1,583,971.

The effects of significant items comprising the Company's deferred tax
asset and liability as of July 3, 1999 are as follows:

<TABLE>
<CAPTION>
Domestic
Federal State Foreign Total
--------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Deferred Tax Liabilities:
Difference between book and tax basis of
property ................................. $ -- $ -- ($ 820,302) ($ 820,302)
Other deferred liabilities ................ -- -- (28,398) (28,398)
------------ ---------- --------- -----------
Total deferred tax liabilities ............ -- -- (848,700) (848,700)
Deferred Tax Assets:
Operating loss carryforwards .............. 3,699,694 74,124 -- 3,773,818
Reserves not currently deductible ......... 147,715 25,807 -- 173,522
Difference between book and tax basis of
foreign subsidiaries ..................... 979,096 32,085 -- 1,011,181
Depreciation .............................. 143,096 15,055 -- 158,151
Compensation accruals ..................... 448,089 78,284 -- 526,372
Foreign taxes ............................. (1,475) (258) -- (1,733)
Difference between book and tax basis of
property ................................. 95,092 16,613 -- 111,705
Tax credits ............................... 45,369 -- -- 45,369
Contributions carryover ................... 28,376 6,467 -- 34,843
Other deferred tax assets ................. 162,525 28,394 -- 190,920
------------ ---------- --------- -----------
Total deferred tax assets ................. 5,747,577 276,571 -- 6,024,148
------------ ---------- --------- -----------
Valuation allowance ....................... (5,747,577) (276,571) -- (6,024,148)
------------ ---------- --------- -----------
Net deferred tax liability ................ $ -- $ -- ($ 848,700) ($ 848,700)
============ ========== ========= ===========
</TABLE>

In May 1992, the Hong Kong Inland Revenue Department notified Concord HK
that its annual tax rate commencing July 1, 1992 will be 8.75%. The Company
currently does not pay taxes or import/export duties in the PRC, but there can
be no assurance that the Company will not be required to pay such taxes or
duties in the future. Hong Kong is taxed separately from the PRC.

The Company does not provide U.S. federal income taxes on undistributed
earnings of its foreign subsidiaries as it intends to permanently reinvest such
earnings. Undistributed earnings of its foreign

F-17
<PAGE>

CONCORD CAMERA CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 8 -- INCOME TAXES: -- (Continued)

subsidiaries approximated $48,353,000 as of July 1, 2000. It is not practicable
to estimate the amount of tax that might be payable on the eventual remittance
of such earnings. Upon eventual remittance, no withholding taxes will be
payable under current law. As of July 1, 2000, Concord had net operating loss
carryforwards for U.S. tax purposes of approximately $6,469,000, which expire
as follows: $4,116,000 in 2008, $2,353,000 in 2009 and the balance thereafter.
Losses for state tax purposes begin to expire in 2002.

Historically, the Company has maintained full valuation allowances against
its deferred tax assets. As of July 3, 1999, there was a $6,024,148 valuation
allowance recorded against its deferred tax assets which were primarily related
to U.S. net operating loss carryforwards. In assessing the realizability of its
deferred tax assets, management evaluated whether it is more likely than not
that some portion, or all of its deferred tax assets, will be realized. The
realization of its deferred tax assets relates directly to the Company's
ability to generate taxable income for U.S. federal and state tax purposes. The
valuation allowance is then adjusted accordingly. As of July 1, 2000, based on
all the available evidence, management determined that it is more likely than
not its deferred tax assets will be fully realized. Accordingly, the valuation
allowance was reversed in full and $4,517,580 was recognized as a deferred tax
asset at July 1, 2000.

A reconciliation of income tax expense computed at the statutory U.S.
federal rate to the actual provision (benefit) for income taxes is as follows:

<TABLE>
<CAPTION>
Year Ended
---------------------------------------------------
July 1, July 3, June 30,
2000 1999 1998
--------------- --------------- ---------------
<S> <C> <C> <C>
Computed tax (benefits) at statutory U.S. federal
tax rates ......................................... $ 5,728,040 $ 2,924,712 $ 2,215,776
Utilization of operating loss carryforward ......... -- -- (476,180)
Earnings of foreign subsidiaries subject to a
different tax rate ................................ (3,029,551) (2,894,376) (1,754,284)
Reversal of valuation allowance .................... (6,024,148) -- --
Refund of prior years' income taxes paid by
foreign subsidiary ................................ -- -- (58,733)
U.S. federal minimum tax ........................... 95,000 -- 68,798
Losses producing no current tax benefit ............ 35,071 1,059,900 554,473
State income tax, net of federal benefit ........... 203,000 30,000 --
Other .............................................. 241,199 (227,049) (46,302)
----------- ------------ ------------
Provision (benefit) ................................ ($ 2,751,389) $ 893,187 $ 503,548
=========== ============ ============
</TABLE>

NOTE 9 -- PRODUCT DEVELOPMENT:

The Company's products are developed, designed and engineered principally
by its own engineers in the Company's three product development and design
centers located in the U.S., Hong Kong and the PRC. The Company expended
approximately $4,921,000, $4,815,000 and $3,963,000, during Fiscal 2000, 1999
and 1998, respectively, for product design and development associated with
digital image acquisition devices, traditional and Advanced Photo System single
use cameras and traditional and Advanced Photo System cameras, and single use
and manual instant cameras. These costs are included in the accompanying
consolidated statements of income under the caption, costs of products sold.

NOTE 10 -- COMMITMENTS AND CONTINGENCIES:

United States Offices and Warehouses

The Company's principal offices are located in an approximate 15,000
square foot facility, including the U.S. design center at 4000 Hollywood Blvd.,
Hollywood, Florida. The Company's domestic warehouse is

F-18
<PAGE>

CONCORD CAMERA CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 10 -- COMMITMENTS AND CONTINGENCIES: -- (Continued)

located in a 12,000 square foot facility in Fort Lauderdale, Florida. The
Company's leases for these facilities provide for rent of approximately $21,500
and $6,900 per month, respectively, with annual increases of 4% and 3%,
respectively, and expire in August 2010, and January 2009, respectively.

Hong Kong

The Company owns one floor and leases four floors constituting
approximately 33,000 square feet of warehouse and business space at Concord
Technology Centre, Texaco Road, Tsuen Wan, New Territories, Hong Kong at a cost
of approximately $22,300 per month including rent and maintenance.

PRC-Operations

Cameras and components are manufactured and assembled at the Company-owned
manufacturing facilities located in Baoan County, Shenzhen Municipal, PRC (the
"Company Facility"). The Company leases three employee dormitories and a
canteen (the "Dormitories") at a cost of approximately $21,800 per month. The
aggregate square footage of the Company Facility and the Dormitories is in
excess of 600,000 square feet.

In Fiscal 2000, the Company completed an expansion to increase the
aggregate size of the PRC manufacturing and related dormitory facilities. The
Company also opened a new production facility dedicated to digital image
capture device manufacturing. In connection with these construction activities
in China, the Company incurred costs of approximately $4,000,000. Such cost
will be amortized over the expected useful life of the expansion. If production
requirements continue to increase, the Company may be required to provide for
an additional dormitory. The current processing agreement with the PRC expires
in November 2002. The Company fully expects to renew its agreement and intends
to continue to expand its operations in the PRC, but there can be no assurance
that the processing agreement will be extended or renewed and the Company will
be able to continue to operate in the PRC. Pursuant to a land use agreement,
the Company has the right use the land through the year 2042. At the end of the
term, a PRC governmental agency will own the facilities. At that time, the
Company has the right under the agreement and expects to be able to lease the
PRC land and improvements thereon at then prevailing rates.

Other Jurisdictions

The Company owns an 11,000 square foot building on a one-half acre parcel
in connection with its operations in the UK. The Company also leases warehouse
and/or office space in France, Canada, and Germany in connection with the
activities of its subsidiaries in those jurisdictions.

The Company also leases various fixed assets which have been classified as
capital leases. The initial terms of such capital leases range from three to
five years and expire at various times through 2003. Monthly payments on those
leases range from approximately $300 to $50,000.

The following is a summary of assets under capitalized leases:

<TABLE>
<CAPTION>
July 1, July 3,
2000 1999
--------------- --------------
<S> <C> <C>
Assets under capitalized leases ......... $ 6,233,170 $ 11,619,227
Less: accumulated amortization .......... (1,598,623) (5,248,246)
------------ ------------
$ 4,634,547 $ 6,370,981
============ ============

</TABLE>

F-19
<PAGE>

CONCORD CAMERA CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 10 -- COMMITMENTS AND CONTINGENCIES: -- (Continued)

Future minimum rental payments are as follows:

<TABLE>
<CAPTION>
Operating leases Capital leases
------------------ ---------------
<S> <C> <C>
Fiscal Year ......................................
2001 ............................................. $1,379,940 $1,452,092
2002 ............................................. 1,082,994 1,091,102
2003 ............................................. 1,000,202 175,397
2004 ............................................. 760,324 20,013
2005 ............................................. 391,704 --
Thereafter ....................................... 874,844 --
---------- ----------
Total minimum payments .............................. $5,490,008 2,738,604
==========
Less amounts representing interest .................. (264,509)
----------
Present value of net minimum lease payments ......... $2,474,095
==========

</TABLE>

The effective interest rates on capital leases range from approximately
11% to 14%. Rental expense for operating leases of approximately $1,203,859,
$1,336,000 and $998,000 was incurred for Fiscal 2000, Fiscal 1999 and Fiscal
1998, respectively.

Pursuant to an employment agreement between the Company and Ira B.
Lampert, the Chairman, Chief Executive Officer and President of the Company,
the Company adopted a supplemental executive retirement plan (as amended, the
"Lampert SERP") for the benefit of Mr. Lampert and causes $18,333 (being
amended to reflect an increase to $33,333 effective as of January 1, 2000) to
be credited to this account each month ("Monthly Credit") for the benefit of
Mr. Lampert. The balance in the Lampert SERP account will always be 100% vested
and not subject to forfeiture. Each time the Company credits a Monthly Credit
to the Lampert SERP account, the Company will simultaneously contribute an
amount equal to such credit to a trust established for the purpose of
accumulating funds to satisfy the obligations incurred by the Company pursuant
to the establishment of the Lampert SERP.

In connection with a one-time grant of deferred compensation to the
following executive officers, effective as of April 19, 2000 the Company
adopted a Supplemental Executive Retirement Plan and Agreement for the benefit
of each of Brian F. King, Keith L. Lampert, Urs W. Stampfli and Harlan I. Press
(the "Executive SERPs"). The Company simultaneously contributed the following
amounts to trusts established for the purpose of holding funds to satisfy the
Company's obligations under each of the Executive SERPs: (i) under the plan for
Brian F. King, $750,000; (ii) under the plan for Keith L. Lampert, $450,000,
(iii) under the plan for Harlan I. Press, $165,000, and (iv) under the plan for
Urs W. Stampfli, $110,000. The amounts in the Executive SERP accounts vest, so
long as the executive continues to be employed by the Company, in three equal
annual installments beginning January 1, 2001 or immediately upon a change of
control of the Company. The Company simultaneously approved a one-time grant of
deferred compensation to Ira B. Lampert in the amount of $1,549,999 with the
same vesting as under the Executive SERPs. The Lampert SERP is being amended to
include appropriate terms to govern the one-time grant of deferred compensation
to Mr. Lampert. As of July 1, 2000, the Company had funded approximately
$4,100,000 to the Lampert SERP which includes the one-time grant of deferred
compensation of $1,549,999 and the contribution of approximately $1,237,000
related to the Release Program (See Note 7). Including investment income, the
Lampert SERP balance of approximately $4,300,000 was included in other assets
and other long-term liabilities in the accompanying consolidated balance sheet
at July 1, 2000.

The Company has License and Royalty Agreements which require the payment
of royalties based on the manufacture and/or sale of certain products which
expire at various dates through Fiscal 2008.

F-20
<PAGE>

CONCORD CAMERA CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 11 -- LITIGATION AND SETTLEMENTS

Jack C. Benun

On November 18, 1994, the Company filed a demand for arbitration in New
Jersey for money damages in excess of $1,500,000 against Jack C. Benun
("Benun"), its former chief executive officer who was discharged for cause in
Fiscal 1995. This action was taken due to Benun's failure to fully compensate
the Company for damages it sustained as a result of Benun's breaching his
employment obligations, his fiduciary obligations and perpetrating frauds upon
the Company, including the misappropriation of funds from the Company. Benun
has submitted a counterclaim in which he alleges wrongful termination of his
employment and denial of benefits by the Company. Benun's counterclaim does not
contain any statement of the dollar amount of his alleged damages, although he
has written to the Company asserting damages of approximately $6,700,000. The
Company is vigorously pursuing its action as well as defending the
counterclaim. On August 24, 1999, the arbitrator upheld the propriety of
Concord's termination for cause of Benun. The arbitrator found that Benun
perpetrated frauds on the Company by diverting and embezzling Company monies.
The Company is pursuing damage claims against Benun related to the frauds and
embezzlement. Phase two of the arbitration is scheduled to begin during the
week of September 25, 2000.

Fuji

On December 30, 1997, the Company commenced in the United States District
Court of the Southern District of New York (the "Court") an action against Fuji
seeking to enforce the terms of a Settlement Agreement between the Company and
Fuji (the "Settlement Agreement") and to restrain Fuji from terminating the
Settlement Agreement. Under the terms of the Settlement Agreement, the Company
has been granted a worldwide (subject to certain geographic limitations),
non-exclusive license to use certain Fuji technology in connection with the
manufacture and sale of single use cameras. Termination of the license would
have a material adverse effect on the Company's single use camera business if
Fuji's patents were found to be valid and infringed by the Company's single use
products. On January 9, 1998, the Court granted the Company's request for an
order restraining Fuji from terminating the Settlement Agreement. Pending a
final judicial determination of the disputes, the restraining order will
continue in effect as long as the Company refrains from making any further
shipments pursuant to the purchase order that gave rise to the dispute. Fuji
filed a motion for summary judgment, and the Company filed a motion seeking to
preclude Fuji from presenting certain expert testimony. Both motions were
denied by the Court, but Concord will be allowed to reassert its motion at
trial if Fuji does not establish an adequate evidentiary basis for the expert
testimony. The Court scheduled this matter for trial beginning on October 31,
2000.

The Company is involved from time to time in routine legal matters
incidental to its business. In the opinion of the Company's management, the
resolution of such matters, including those described above, will not have a
material effect on its financial position or results of operations.

F-21
<PAGE>

CONCORD CAMERA CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 12 -- GEOGRAPHIC AREA INFORMATION:

Pursuant to SFAS No. 131, Disclosure About Segments of a Business
Enterprise and Related Information, the Company is required to report segment
information. As the Company only operates in one business segment, no
additional reporting is required. Set forth below is a summary of selected
financial information regarding the Company's geographic operations (in 000's):

<TABLE>
<CAPTION>
Year Ended
---------------------------------------
July 1, July 3, June 30,
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
Sales made to unaffiliated customers:
United States ................................ $ 14,175 $ 4,739 $ 4,923
Canada ....................................... 3,114 3,528 3,957
Central America .............................. 304 122 575
Hong Kong/People's Republic of China ......... 142,480 101,327 85,896
Federal Republic of Germany .................. 1,861 1,240 948
United Kingdom ............................... 7,312 3,977 3,923
France ....................................... 3,912 3,485 2,441
-------- -------- --------
$173,158 $118,418 $102,663
======== ======== ========
</TABLE>

Sales to unaffiliated customers exclude intercompany sales (in 000's) of
approximately $26,442, $12,474 and $11,548 for Fiscal 2000, 1999 and 1998,
respectively. The basis of accounting for intercompany sales is cost plus a
manufacturing profit

<TABLE>
<CAPTION>
Year Ended
-----------------------------------
July 1, July 3, June 30,
2000 1999 1998
---------- ---------- ---------
<S> <C> <C> <C>
Income (loss) before income taxes:
United States ................................ $ 232 $ (839) $2,005
Canada ....................................... (169) (438) (540)
Central America .............................. (36) (284) (64)
Hong Kong/People's Republic of China ......... 16,630 11,142 6,747
Federal Republic of Germany .................. (103) (345) (777)
United Kingdom ............................... 321 (649) (817)
France ....................................... (28) 15 (37)
------- ------- ------
$16,847 $ 8,602 $6,517
======= ======= ======
</TABLE>

July 1, July 3,
2000 1999
----------- ----------
Identifiable assets:
United States ................................ $ 26,587 $23,831
Canada ....................................... 2,191 909
Central America .............................. 302 240
Hong Kong/People's Republic of China ......... 91,644 66,478
Federal Republic of Germany .................. 868 577
United Kingdom ............................... 10,088 2,482
France ....................................... 2,323 2,130
-------- -------
$134,003 $96,647
======== =======

F-22
<PAGE>

CONCORD CAMERA CORP. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

NOTE 13 -- RELATED PARTY TRANSACTIONS:

During the first quarter of Fiscal 1995, the Company entered into an
agreement with a member of the Board to provide sales and marketing consulting
services. Selling expenses include $27,000, $49,000 and $56,000 for such
consulting services and related expenses during Fiscal 2000, 1999 and 1998,
respectively.

A corporation controlled by a member of Board has provided consulting
services to the Company since 1997 pursuant to an engagement agreement entered
into on September 25, 1997, as amended and supplemented in 1998 and 1999 (the
"Consulting Agreement"). Pursuant to the Consulting Agreement, the Company
granted warrants to purchase up to 260,000 shares of common stock at an
exercise price of $2.25 per share to the corporation controlled by the board
member. As of July 15, 2000, such warrants were vested and exercisable as to
113,000 shares of common stock.

NOTE 14 -- OTHER (INCOME) EXPENSES -- NET:

Included in the accompanying consolidated statements of income under the
caption, other (income) expense, net is the following:

<TABLE>
<CAPTION>
July 1, July 3, June 30,
2000 1999 1998
---------------- ---------------- --------------
<S> <C> <C> <C>
Other interest (income) ................... ($ 1,359,231) ($ 1,098,728) ($ 432,821)
Other expense, net ........................ 177,042 68,856 151,150
Directors' fees ........................... 157,000 157,000 136,000
Foreign exchange (gain) loss, net ......... 143,427 432,000 (371,023)
----------- ----------- ---------
($ 881,762) ($ 440,872) ($ 516,694)
=========== =========== =========
</TABLE>

F-23

<PAGE>

Inside Back Cover:

Photographs depicting -- Design, Development and Manufacturing Capabilities

<PAGE>

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

You should rely only on the information contained in this prospectus. We
have not, and the underwriters have not, authorized any other person to provide
you with different information. If anyone presents you with different or
inconsistent information, you should not rely on it. We are not and the
underwriters are not, making an offer to sell these securities in any
jurisidiction where the offer or sale is not permitted. You should assume that
the information in this prospectus is accurate only as of the date on the front
cover of this prospectus. Our business, financial condition and prospects may
have changed since that date.

-----------------------------------
TABLE OF CONTENTS

Page
-----
Prospectus Summary ........................... 3
Risk Factors ................................. 7
Where You Can Find More Information .......... 10
Use of Proceeds .............................. 11
Dividend Policy .............................. 11
Price Range of Common Stock .................. 12
Capitalization ............................... 13
Selected Consolidated Financial and
Operating Data ............................ 14
Management's Discussion and Analysis of
Financial Condition and Results of
Operations ................................ 15
Business ..................................... 22
Management ................................... 29
Underwriting ................................. 31
Legal Matters ................................ 32
Experts ...................................... 32

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

<PAGE>

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

3,500,000 Shares

[GRAPHIC OMITTED]

Common Stock

-----------------------------------
PROSPECTUS
-----------------------------------
Raymond James &
Associates, Inc.

The Robinson-Humphrey
Company

__________, 2000

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

<PAGE>

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following statement sets forth the expenses payable in connection with
this Registration Statement (estimated except for the registration fee and the
NASD fee), all of which will be borne by Concord:

Securities and Exchange Commission filing fee ......... $
NASD filing fee ....................................... $
Nasdaq National Market listing fee .................... $
Blue Sky fees and expenses ............................ $
Legal fees and expenses ............................... $
Transfer Agents' fees ................................. $
Accountants' fees and expenses ........................ $
Printing costs ........................................ $
Miscellaneous ......................................... $
-------
Total ..................................... ......... $
=======

Item 15. Indemnification of Directors and Officers.

The New Jersey Business Corporation Act ("NJBCA") permits a corporation to
indemnify its directors and officers against reasonable expenses (including
attorney's fees), judgments, fines and amounts paid by them in connection with
any action or proceeding brought by third parties, if such directors or
officers acted in good faith and in a manner they reasonably believed to be in,
or not opposed to, the best interests of the corporation and, with respect to
any criminal proceeding, had no reasonable cause to believe their conduct was
unlawful. In a derivative action (i.e., one by or in the right of the
corporation), indemnification may be made only for reasonable expenses
(including attorneys' fees) incurred by directors and officers in connection
with the defense or settlement of such action if they acted in good faith and
in a manner they reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation unless and only
to the extent that the Superior Court or such other court deems proper. The
NJBCA further provides that, to the extent any director or officer has been
successful on the merits or otherwise in defense of any action or proceeding
referred to in this paragraph or in defense of any claim, issue or matter
therein, such person shall be indemnified against reasonable expenses
(including attorneys' fees) incurred by him in connection therewith.

Pursuant to Article SEVENTH of Concord's Certificate of Incorporation, as
amended, the Company will indemnify its corporate agents (as defined in the
NJBCA) to the fullest extent permitted by Section 14A:3-5 of the NJBCA and
pursuant to Article EIGHTH of Concord's Certificate of Incorporation, as
amended, the personal liability of the directors is limited to the fullest
extent permitted by Section 14A:2-7(3) of the NJBCA.

Concord has entered into an employment agreement with Ira B. Lampert, the
current Chairman, Chief Executive Officer and President, which includes certain
indemnification provisions. Pursuant to such provisions, Mr. Lampert will be
indemnified and held harmless by Concord to the fullest extent permitted or
authorized by Concord's Certificate of Incorporation or By-laws, or the NJBCA
against all expenses reasonably incurred or suffered in any action, suit or
proceeding involving such officer by reason of the fact that he is or was a
director, officer, or employee of Concord or served in another capacity at
Concord's request.

Concord has indemnification insurance under which directors and officers
are insured against certain liability that may occur in their capacity as such.

II-1
<PAGE>

Item 16. Exhibits

<TABLE>
<S> <C>
1 -- Form of Underwriting Agreement*
3 -- Certificate of Amendment to the Certificate of Incorporation of Concord Camera Corp., as filed
with the Secretary of State of New Jersey on May 9, 2000, together with the Certificate of
Incorporation as amended prior thereto.*
5 -- Opinion of Kronish Lieb Weiner & Hellman LLP as to the legality of the securities being
registered*
23.1 -- Consent of Kronish Lieb Weiner & Hellman LLP (included in the opinion filed as Exhibit 5)*
23.2 -- Consent of Ernst & Young LLP+
24 -- Powers of Attorney (included on signature page hereof)**
27 -- Financial Data Schedule**
</TABLE>

------------
* to be filed by amendment

** Previously filed.

+ filed herewith

Item 17. Undertakings

(A) The undersigned hereby undertakes:

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

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

(b) 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; and

(c) 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 (1)(a) and (1)(b) 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 Exchange Act that are incorporated by
reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 that time shall be
deemed to be the initial bona fide offering thereof.

(C) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under "ITEM 15.
Indemnification of Directors and Officers" above 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 Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against

II-2
<PAGE>

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 public policy as expressed in the Securities Act and will be governed
by the 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 of the
requirements for filing this Amendment No. 1 to the Registration Statement on
Form S-3 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hollywood,
State of Florida, on the 31st day of August, 2000.

CONCORD CAMERA CORP.

By: /s/ IRA B. LAMPERT
-------------------------------------
IRA B. LAMPERT
Chairman, Chief Executive Officer and
President

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.

SIGNATURES TITLE DATE
--------------------- --------------------------------- ----------------
/s/ Ira B. Lampert
------------------ Chairman of the Board, Chief August 31, 2000
Ira B. Lampert Executive Officer (principal
executive officer) and President

* Vice President, Treasurer August 31, 2000
------------------ (principal financial officer)
Harlan I. Press and Assistant Secretary

DIRECTORS:

/s/ Ira B. Lampert
------------------
Ira B. Lampert Chairman of the Board August 31, 2000

*
------------------
Eli Arenberg Director August 31, 2000

*
------------------
Ronald S. Cooper Director August 31, 2000

*
------------------
Morris H. Gindi Director August 31, 2000

*
------------------
Joel L. Gold Director August 31, 2000

*
------------------
J. David Hakman Director August 31, 2000

*
------------------
Kent M. Klineman Director August 31, 2000

*
------------------
William J. Lloyd Director August 31, 2000

/s/ Ira B. Lampert
------------------
*By Ira B. Lampert,
Attorney-in-Fact

II-5
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number Exhibit Page
----------- ----------------------------------------------------------------------------------------------------- -----
<S> <C> <C>
1 Proposed Form of Underwriting Agreement.*
3 Certificate of Amendment to the Certificate of Incorporation of Concord Camera Corp.,
as filed with the Secretary of State of New Jersey on May 9, 2000, together with the
Certificate of Incorporation, as amended prior thereto.*
5 Opinion of Kronish Lieb Weiner & Hellman LLP as to the legality of the securities being registered.*
23.1 Consent of Kronish Lieb Weiner & Hellman LLP (included in the opinion filed as Exhibit 5)*
23.2 Consent of Ernst & Young LLP.+
24 Powers of Attorney (included on signature page hereof).**
27 Financial Data Schedule.**

</TABLE>

------------
* To be filed by Amendment.

** Previously filed.

+ Filed herewith.