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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                              --------------------
                                   FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

                         COMMISSION FILE NUMBER 0-14713

                                     [LOGO]

                                 Interleaf, Inc.
             (exact name of registrant as specified in its charter)

            Massachusetts                              04-2729042
    (State or other jurisdiction         (I.R.S. employer identification number)
  of incorporation or organization)

    62 Fourth Avenue, Waltham, MA                              02154
(Address of principal executive offices)                     (Zip Code)

                                 (617) 290-0710
              (Registrant's telephone number, including area code)

      Indicated by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes |X| No |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

      The number of shares outstanding of the issuer's Common Stock, $.01 par
value, as of August 12, 1997 was 17,709,719.

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<PAGE>

                                 Interleaf, Inc.

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Consolidated balance sheets at June 30, 1997 and March 31, 1997 ............  3

Consolidated statements of operations for the three months ended
June 30, 1997 and 1996 .....................................................  4

Consolidated statements of cash flows for the three months ended
June 30, 1997 and 1996 .....................................................  5

Notes to consolidated financial statements .................................  6

Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................................  8

PART II - OTHER INFORMATION

Item 5 - Other Information ................................................. 11

Item 6 - Exhibits and Reports on Form 8-K .................................. 11

SIGNATURE .................................................................. 11


                                       2
<PAGE>

                                 Interleaf, Inc.

                         PART I - FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

                           CONSOLIDATED BALANCE SHEETS

                                                   June 30, 1997  March 31, 1997
In thousands, except for share and per share         (unaudited)
amounts
                                     ASSETS
Current Assets
Cash and cash equivalents                             $   18,031     $   17,349
Accounts receivable, net of reserve for doubtful
  accounts of $1,377 at June 30, 1997 and $1,371
  at March 31, 1997                                        7,922         11,359
Prepaid expenses and other current assets                  1,532          1,504
                                                       ---------      ---------
Total current assets                                      27,485         30,212
Property and equipment, net                                4,423          4,963
Intangible assets                                          1,946          2,281
Other assets                                                 444            444
                                                       ---------      ---------
Total assets                                          $   34,298     $   37,900
                                                       =========      =========

                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable                                      $    2,544     $    1,774
Accrued expenses                                          11,845         14,455
Unearned revenue                                          13,819         15,102
Accrued restructuring                                      3,598          4,386
                                                       ---------      ---------
Total current liabilities                                 31,806         35,717
Long-term restructuring                                    2,744          2,955
                                                       ---------      ---------
Total liabilities                                         34,550         38,672
                                                       ---------      ---------

Shareholders' Equity (Deficit)
Preferred stock, par value $.10 per share, 
  authorized 5,000,000 shares:
  Series A Junior Participating, none issued and
  outstanding Senior Series B Convertible, issued
  and outstanding, 861,911 at June 30, 1997 
  and at March 31, 1997                                       86             86
  Senior Series C Convertible, issued and
  outstanding, 1,006,480 at June 30, 1997 and
  1,006,220 at March 31, 1997                                101            101
Common stock, par value $.01 per share, authorized
  30,000,000 shares, issued and outstanding,
  17,709,719 at June 30, 1997
  and 17,459,219 at March 31, 1997                           177            175
Additional paid-in capital                                85,747         85,513
Retained earnings (deficit)                              (86,122)       (86,508)
Cumulative translation adjustment                           (241)          (139)
                                                       ---------      ---------
Total shareholders' equity (deficit)                        (252)          (772)
                                                       ---------      ---------
Total liabilities and shareholders' equity (deficit)  $   34,298     $   37,900
                                                       =========      =========

                  See notes to consolidated financial statements


                                       3
<PAGE>

                                 Interleaf, Inc.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                      Three months ended June 30
                                                        1997              1996
In thousands, except for per share amounts                   (unaudited)
Revenues:
Products                                              $  2,742         $  7,046
Maintenance                                              6,650            7,472
Services                                                 3,434            4,536
                                                      --------         --------
Total Revenues                                          12,826           19,054
                                                      --------         --------
Costs of revenues:
Products                                                   730            1,626
Maintenance                                                946            1,308
Services                                                 2,839            4,200
                                                      --------         --------
Total costs of revenues                                  4,515            7,134
                                                      --------         --------
Gross Margin                                             8,311           11,920
                                                      --------         --------
Operating Expenses:
Selling, general and administrative                      5,557           11,357
Research and development                                 2,451            4,270
                                                      --------         --------
Total operating expenses                                 8,008           15,627
                                                      --------         --------
Income (loss) from operations                              303           (3,707)
Other income (expense)                                      83              (93)
                                                      --------         --------
                                                           386           (3,800)

Income (loss) before income taxes
Provision for income taxes                                  --               --
                                                      --------         --------
Net income (loss)                                     $    386         $ (3,800)
                                                      ========         ========
Earnings (loss) per share:
  Primary                                             $   0.02         $  (0.22)
                                                      ========         ========
  Fully Diluted                                       $   0.02              N/A
                                                      ========         ========
Shares used in computing primary
  earnings per share                                    22,974           16,998
                                                      ========         ========
Shares used in computing fully diluted
  earnings per share                                    23,134              N/A
                                                      ========         ========

                 See notes to consolidated financial statements


                                       4
<PAGE>

                                 Interleaf, Inc.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                      Three months ended June 30
                                                        1997             1996
In thousands                                                 (unaudited)
Cash Flows from Operating Activities
Net income (loss)                                     $     386        $ (3,800)
Adjustments to reconcile net income (loss) to net
 cash provided by (used in) operating activities:
Depreciation and amortization expense                       997           2,009

Changes in assets and liabilities, net
 of effect of acquisition:
  Decrease in accounts receivable, net                    3,437           4,491
  Decrease in other assets                                  (28)             76
  Decrease in accounts payable and accrued expenses      (1,840)           (911)
  Decrease in unearned revenue                           (1,283)         (2,312)
  Decrease in other liabilities                            (999)           (354)
Other, net                                                    -              62
                                                       --------        --------
  Net cash provided by (used in) operating
    activities                                              670            (739)
                                                       --------        --------

Cash Flows from Investing Activities
Capital expenditures                                       (122)         (1,201)
Capitalized software development costs                        -            (605)
                                                       --------        --------
  Net cash used in investing activities                    (122)         (1,806)
                                                       --------        --------

Cash Flows from Financing Activities
Net proceeds from issuance of common stock                  236           1,237
Repayment of long-term debt and capital leases                -              (2)
                                                       --------        -------
  Net cash provided by (used in) financing
    activities                                              236           1,235
                                                       --------        --------
                                                           (102)            (62)
                                                       --------        --------
Effect of exchange-rate changes on cash
Net increase (decrease) in cash and cash
  equivalents                                               682          (1,372)
                                                         17,349          12,725
                                                       --------        --------
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period            $  18,031       $  11,353
                                                       ========        ========

                  See notes to consolidated financial statements


                                       5
<PAGE>

                                 Interleaf, Inc.

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

1.  Basis of Presentation
    The consolidated financial statements include the accounts of Interleaf,
    Inc. and its subsidiaries. All significant intercompany balances and
    transactions have been eliminated in consolidation. Interleaf, Inc. and its
    subsidiaries are collectively referred to as the "Company." Certain fiscal
    1997 amounts have been reclassified to conform to the fiscal 1998 method of
    presentation. 

    The accompanying unaudited consolidated financial statements have been
    prepared in accordance with generally accepted accounting principles for
    interim financial information and with the instructions to Form 10-Q and
    Rule 10-01 of Regulation S-X. Accordingly, they do not include all financial
    information and disclosures required by generally accepted accounting
    principles for complete financial statements. In the opinion of management,
    these financial statements include all adjustments (consisting only of
    normal recurring accruals) necessary for a fair presentation of the results
    of operations for the interim periods reported and of the financial
    condition of the Company as of the date of the interim balance sheet. The
    results of operations for interim periods are not necessarily indicative of
    the results to be expected for the full year. 

    These financial statements should be read in conjunction with the Company's
    audited consolidated financial statements and related notes included in the
    Company's Annual Report on Form 10-K for the year ended March 31, 1997.

2.  Net Income (Loss) Per Share

    Per share amounts are calculated using the weighted average number of common
    shares and common share equivalents outstanding during periods of net
    income. Common share equivalents are attributable to stock options, common
    stock warrants and convertible preferred stock. Per share amounts are
    calculated using only the weighted average number of common shares
    outstanding during periods of net loss. Fully diluted earnings per share is
    not materially different from reported primary earnings per share. 

    On June 20, 1997, the Board of Directors authorized the repricing of
    approximately 1,626,000 stock options at $1.25 per share. The original grant
    prices ranged from $2.00 to $8.25 per share.

3.  Credit Agreement

    The Company has a revolving line of credit of up to $10 million from a major
    commercial lender. The credit agreement also provides for the issuance of
    letters of credit of up to $2 million. Borrowings from the line of credit
    bear interest at the higher of 9% or prime rate plus 2% and are secured by
    substantially all tangible and intangible domestic assets of the Company.
    Outstanding letters of credit bear interest at 2%. The agreement contains
    certain financial covenants relating to the Company's current ratio,
    tangible net worth, and working capital, as well as restrictions on certain
    additional indebtedness, acquisitions, capital expenditures, and dividend
    payments. At June 30, 1997, there were no loans outstanding under this line
    of credit. Borrowings under the credit agreement are based on the level of
    eligible North American accounts receivable, modified by cash collections
    during the previous 90 days. As of June 30, 1997, approximately $0.7 million
    of standby letters of credit were outstanding to secure the leasing of
    computer equipment, and the amount available for additional borrowings is
    approximately $0.7 million. The current credit agreement expired on August
    1, 1997 and approval of a new credit agreement was granted by the lender on
    August 11, 1997. The lender and the Company expect to execute a final
    agreement shortly.


                                       6
<PAGE>

4.  Restructuring

    During the first quarter ended June 30, 1997, the Company paid approximately
    $1.0 million, net of sublease receipts, related to the fiscal 1997 and 1995
    restructurings. During the first quarter ended June 30, 1996, the Company
    paid approximately $0.4 million, net of sublease receipts, related to the
    fiscal 1995 restructuring. Expenditures for facility closures, primarily
    lease payments, are expected to continue through December 2001.

5.  Contingencies

    Interleaf's German subsidiary, Interleaf GmbH, has been notified that it is
    liable for certain German withholding taxes related to payments remitted to
    the United States from Germany in 1990. The Company is appealing this
    assessment, however, approximately $1.1 million of the cash and cash
    equivalents balance at June 30, 1997 has been restricted for potential
    payment of the German withholding taxes. The Company believes the final
    outcome will not have a material adverse effect on the financial position or
    results of operations of the Company.


                                       7
<PAGE>

                                 Interleaf, Inc.

                                     ITEM 2.

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

Results of Operations

Overview

The Company recorded net income of $0.4 million, on revenues of $12.8 million,
for its first quarter ended June 30, 1997. This compares with a net loss of $3.8
million on revenues of $19.1 million for the same period a year ago. Much of the
decline in revenue is due to a decrease in product revenue (61% reduction)
caused by the ongoing maturation of the market for complex authoring products
which is a main product line at the Company. An effort to focus on developing
and supporting integrated document publishing ("IDP") applications for the
extended enterprise has been initiated. The improvement in net income for the
first quarter ended June 30, 1997 compared to the same period a year ago was due
to the impact of significantly reducing the cost structure of the Company during
the second and third quarters of fiscal 1997. During these two quarters in
fiscal 1997, employment was reduced and facilities were closed or downsized.

Revenues 

Total product revenue decreased by $4.3 million or 61% for the first quarter
ended June 30, 1997 compared to the same period a year ago. Revenue declined in
all geographic regions. The continuing trend in the reduction in product license
revenue is due to several factors. The first is the decline in licensing of the
Company's UNIX-based high-end authoring products which is primarily attributable
to the increasing popularity of Windows-based publishing software, for which the
Company did not have any offerings until January of 1996. A second factor is the
saturation of UNIX-based high-end authoring software in the aerospace/defense
industry, where the Company had historically derived most of its authoring
product license revenue.

The Company is refocusing its business strategy on providing integrated document
publishing applications targeted toward specific vertical markets. While the
Company has built well-accepted integrated document publishing based solutions
for individual customers, it has not yet demonstrated the ability to develop,
market and sell IDP applications. There is no assurance that the Company will be
successful in implementing its strategy and, therefore, the Company is unable to
predict if or when product revenues will stabilize or grow. Additionally, since
the Company's services and maintenance revenue is largely dependent on new
product licenses, these revenue components have also experienced downward
pressure. This trend will continue unless product revenue stabilizes.

Maintenance revenue declined by $0.8 million or 11% for the first quarter ended
June 30, 1997 compared to the same period a year ago. Revenue declined in all
geographic areas. Future maintenance revenue is dependent on the Company's
ability to maintain its existing customer base and to increase maintenance
contract volume related to the new IDP application sales. This will be necessary
to offset the general downward pricing pressure on maintenance in the software
industry and customers perceived value of maintenance services.

Services revenue, consisting of consulting and customer training revenue,
declined by $1.1 million or 24% for the first quarter ended June 30, 1997
compared to the same period a year ago. Revenue declined in all geographic
areas. Future services revenue is dependent on the Company's ability to maintain
its existing customer base and to increase consulting and training contracts.


                                       8
<PAGE>

                                 Interleaf, Inc.

During fiscal 1998, the Company plans to develop several integrated document
publishing application offerings which solve specific business problems in
several industries. Growth in revenues during fiscal 1998 will be largely
dependent on improving sales force productivity, the effectiveness of the
Company's increased investment in marketing and lead generation programs,
customer acceptance of the new and enhanced software products planned to be
released in fiscal 1998 and the next year, and the Company's success in
leveraging software products with services to provide IDP solutions to its
customers. If the Company is unable to grow or stabilize its revenues in fiscal
1998, further expense reductions will be necessary in order to sustain
operations.

Costs of Revenues 

Cost of product revenues includes amortization of capitalized software
development costs; product media, documentation materials, packaging and
shipping costs; and royalties paid for licensed technology. Cost of product
revenues decreased by $0.9 million or 55% for the first quarter ended June 30,
1997 versus the first quarter ended June 30, 1996. Included in the cost of
product revenues were amortization of capitalized software of $0.3 million for
the quarter ended June 30, 1997 and $0.9 million for the quarter ended June 30,
1996. The cost of maintenance revenue declined by $0.4 million or 28% for the
quarter ended June 30, 1997 versus the quarter ended June 30, 1996. The cost of
service revenue declined by $1.4 million or 32% for the quarter ended June 30,
1997 versus the quarter ended June 30, 1996. The decline in the costs of
revenues was impacted by the year to year lower revenue and the reduced expenses
due to the fiscal 1997 restructurings.

Operating Expenses 

Selling, general and administrative ("SG&A") expenses decreased $5.8 million or
51% for the quarter ended June 30, 1997 versus the quarter ended June 30, 1996.
The decline was primarily due to significant personnel and facilities expense
reductions related to the Company's fiscal 1997 restructurings. During the
quarter, the Company reduced certain accrued liabilities based on an updated
assessment of accrual requirements and actual expenditures for certain operating
expenses, resulting in an increase to net income of $0.4 million.

Research and development ("R&D") expenses consist primarily of personnel
expenses to support product development offset by capitalized software
development costs. R&D expenses decreased by $1.8 million or 43% for the quarter
ended June 30, 1997 versus the quarter ended June 30, 1996. 

No tax provision was required due to the losses sustained during the previous 
periods.

Liquidity and Capital Resources 

The Company had approximately $18.0 million of cash and cash equivalents at June
30, 1997, an increase of approximately $0.7 million from March 31, 1997. The
increase was primarily attributable to the cash flow from operations.
Interleaf's German subsidiary, Interleaf GmbH, has been notified that it is
liable for German withholding taxes related to payments remitted to the United
States from Germany in 1990. The Company is appealing this assessment. At June
30, 1997 and March 31, 1997, the Company had approximately $1.1 million of cash
restricted for potential payment of German withholding taxes.

During the quarter ended June 30, 1997, the Company paid approximately $1.0
million, net of sublease receipts, related to the fiscal 1997 and 1995
restructurings, versus $0.4 million for the quarter ended June 30, 1996, related
to the fiscal 1995 restructuring. Cash payments related to these restructurings,
the majority of which are related to operating lease payments, net of subleases,
are anticipated to continue until December 2001. All significant vacant space
under lease has been subleased, or is the subject of a letter of understanding.


                                       9
<PAGE>

                                 Interleaf, Inc.

In May 1995, the Company obtained a revolving line of credit from a major
commercial lender. Borrowings from the line of credit are secured by
substantially all domestic assets of the Company. At June 30, 1997 and 1996,
there were no loans outstanding under this line of credit. However, a letter of
credit for $0.7 million is issued and outstanding and, accordingly, the amount
available for borrowings was approximately $0.7 million (see Note 3 to the
Consolidated Financial Statements regarding borrowing limits and restrictive
covenants associated with the credit agreement). This agreement expired on
August 1, 1997 and approval of a new credit agreement was granted by the lender
on August 11, 1997. The lender and the Company expect to execute a final
agreement shortly. 

While the Company showed a small profit in the first quarter of fiscal 1998,
during fiscal year 1997, the Company experienced a substantial decline in
revenues and a substantial loss from operations which led to a $10.9 million
restructuring charge. These factors resulted in a shareholders' deficit at March
31, 1997. Due to the downward trend in the Company's revenues, the Company is
unable to predict future revenues and, if and when, it will achieve a
sustainable profitable level of operations. In response to these matters, the
Company developed detailed plans relating to its fiscal 1998 operations which,
if realized, will restore the Company to profitable operations. Although no
assurances can be given that such plans will be achieved, management is
committed to taking all appropriate and necessary actions to effect timely cost
reductions in the event that anticipated revenue levels are not achieved. In the
event such actions are not successful in achieving breakeven or profitable
operations, additional financing may be needed. Under such circumstances, no
assurance can be given that such financing could be obtained or that it could be
obtained at commercially reasonable terms or without incurring substantial
dilution to existing shareholders. The financial statements do not include any
adjustments to reflect the possible effects of these uncertainties.

The Company believes its current cash balances and cash generated from
operations will be sufficient to meet the Company's liquidity needs for fiscal
1998 and the foreseeable future. The Company can only fund its long-term growth
through increasing revenues, combined with tightly managed cost controls.

The Company was notified by the NASDAQ that it no longer meets the technical
listing requirements of the NASDAQ's National Market since its net tangible
assets were below $4 million at March 31, 1997, and was requested by NASDAQ to
respond to this notice. The Company has responded to NASDAQ's inquiry and
requested a temporary waiver from this requirement.

Risk Factors

From time to time, information provided by the Company or statements made by its
employees may contain forward-looking information. The Company's actual future
results may differ materially from those projections or suggestions made in such
forward-looking information as a result of various potential risks and
uncertainties including, but not limited to, the factors discussed below.

The Company's future operating results are dependent on its ability to develop
and market integrated document publishing software products and services that
meet the changing needs of organizations with complex document publishing
requirements. There are numerous risks associated with this process, including
rapid technological change in the information technology industry and the
requirement to bring to market IDP applications that solve complicated business
needs in a timely manner. In addition, the existing document publishing,
electronic distribution, and document management markets are highly competitive.
Many of these competitors are larger and better funded than the Company. The
Company competes for sales of its software products on both an individual
product basis and integrated with services in large IDP solution sales.

Sales cycles associated with IDP solution sales are long because organizations
frequently require the Company to solve complex business problems that typically
involve reengineering of their business processes. In addition, a high
percentage of the Company's product license revenues are generally realized in
the last month of a fiscal quarter and can be difficult to predict until the end
of a fiscal quarter. Accordingly, given the Company's relatively fixed cost
structure, a shortfall or increase in product license revenue can have a
significant impact on the Company's operating results and liquidity.


                                       10
<PAGE>

                                 Interleaf, Inc.

The Company markets its software products and services worldwide. Global and/or
regional economic factors, currency exchange rate fluctuations, and potential
changes in laws and regulations affecting the Company's business could impact
the Company's financial condition or future operating results. 

The market price of the Company's common stock may be volatile at times in
response to fluctuations in the Company's quarterly operating results, changes
in analysts' earnings estimates, market conditions in the computer software
industry, as well as general economic conditions and other factors external to
the Company.

                           PART II - OTHER INFORMATION

Item 5. Other Information

    None.

Item 6. Exhibits and Reports on Form 8-K

      (a)   The exhibits listed in the accompanying Exhibit Index are filed as
            part of this Quarterly Report on Form 10-Q.

      (b)   No reports were filed on Form 8-K by the Company during the quarter
            ended June 30, 1997.

                                    SIGNATURE

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

                                      INTERLEAF, INC.

August 13, 1997

                                      /s/ Robert R. Langer
                                      ------------------------------------
                                      Robert R. Langer
                                      Vice President of Finance and
                                      Administration and Chief Financial Officer
                                      (Principal Financial and Accounting
                                      Officer)


                                       11
<PAGE>

                                 Interleaf, Inc.

                                  EXHIBIT INDEX

 Exhibit                                                             Method of
 Number                       Description                             Filing
 ------                       -----------                             ------
  3(a)   Restated Articles of Organization of the Company, as          [xvi]
         amended
  3(b)   By-Laws of the Company, as amended                            [v]
  4(a)   Specimen Certificate for Shares of the Company's              [xiv]
         Common Stock
  4(b)   Rights Agreement, dated July 15, 1988, between the            [xv]
         Company and the First National Bank of Boston
  10(a)  Company's 1983 Stock Option Plan, as amended                  [v]
  10(a1) 1994 Employee Stock Option Plan, as amended                   [xiii]
  10(a2) 1993 Incentive Stock Option Plan, as amended                  [viii]
  10(b)  Company's 1989 Director Stock Option Plan                     [i]
  10(b2) Company's 1987 Employee Stock Purchase Plan, as               [xiii]
         amended
  10(c)  Company's 1989 Officer and Employee Severance                 [i]
         Benefit Plans
  10(cc) Company's 1993 Director Stock Option Plan                     [v]
  10(d)  Agreements between PruTech Research and Development           [ii]
         Partnership III and the Company, dated October 21, 1988.
  10(e)  Exclusive Marketing and Licensing Agreement, between          [i]
         Interleaf South America, Ltd. and the Company, and
         related Option Agreement, dated
         March 31, 1989.
  10(f)  Distribution and License Agreement between Interleaf          [i]
         Italia, S.r.l. and the Company, and related Joint
         Venture Agreement, dated October 31, 1988.
  10(g)  Preferred Stock Purchase Agreements, for the                  [ii]
         issuance of 2,142,857 shares
         of the Company's Senior Series B Convertible
         Preferred Stock, dated
         September 29, 1989.
  10(h)  Notification to Preferred Shareholder of increase in          [iii]
         conversion ratio, dated May 18, 1992.
  10(i)  Lease of Prospect Place, Waltham, MA, between                 [iv]
         Prospect Place Limited
         Partnership and Interleaf, Inc., and related
         Agreements, dated March 30, 1990.
  10(j)  Employment and severance agreement between the                [vii]
         Company and Edward Koepfler, the Company's President,
         dated October 3, 1994.
  10(k)  Loan and Security Agreement between the Company and           [ix]
         Foothill Capital Corporation, dated May 2, 1995.
  10(l)  Employment and severance agreement between the                [ix]
         Company and G. Gordon M. Large, the Company's
         Executive Vice President and Chief Financial
         Officer, dated June 5, 1995.
  10(m)  Net Lease, dated August 14, 1995, between Principal           [x]
         Mutual Insurance Company and the Company.
  10(n)  Sublease, dated September 15, 1995, between                   [x]
         Parametric Technology Corporation and the Company.
  10(o)  Employment and severance agreement between the                [xi]
         Company and Mark Cieplik, the Company's Vice President,
         Americas, dated March 17, 1995.
  10(p)  Agreement between PruTech Research and Development            [xii]
         Partnership III and the Company, dated November 14,
         1995.
  10(q)  Series C Preferred Stock Agreement between                    [xiii]
         Interleaf, Inc. and Lindner Investments, dated
         October 14, 1996.


                                       12
<PAGE>

 Exhibit                                                             Method of
 Number                       Description                             Filing
 ------                       -----------                             ------
  10(r)  Letter Agreement between the Company and Robert M.
         Stoddard, as the Company's then Vice President of             [xvi]
         Finance and Administration, and Chief Financial
         Officer, dated November 11, 1996.
  10(s)  Letter Agreement between the Company and Rory J.
         Cowan, the Company's President and Chief Executive            [xvi]
         Officer, dated November 15, 1996, concerning his
         employment and compensation with the Company.
  10(t)  Letter Agreement between the Company and Mark H.
         Cieplik, the Company's Vice President of Sales,               [xvi]
         dated November 15, 1996, concerning his employment
         and compensation with the Company.
  10(u)  Letter Agreement between the Company and Michael L.
         Shanker, the Company's Vice President of                      [xvi]
         Professional Services, dated November 15, 1996,
         concerning his employment and compensation with the
         Company.
  10(v)  Letter Agreement between the Company and Stephen J.
         Hill, the Company's Vice President of Europe, dated           [xvi]
         November 15, 1996, concerning his employment and
         compensation with the Company.
  10(w)  Resignation Agreement and Release and Employment
         Agreement between Ed Koepfler, the Company's former           [xvi]
         President and Chief Executive Officer, and the
         Company, dated November 15, 1996, concerning his
         employment and severance with the Company.
  10(w1) Resignation Agreement and Release and Employment
         Agreement between G. Gordon M. Large, the Company's
         former Executive Vice President of Finance and                [xvi]
         Administration and Chief Financial Officer, and the
         Company, dated November 12, 1996, concerning his
         employment and severance with the Company.
  10(x)  Resignation Agreement and Release and Employment
         Agreement between Stan Douglas, the Company's former          [xvi]
         Vice President of Engineering Operations, and the
         Company, dated November 15, 1996, concerning his
         employment and severance with the Company.
  10(y)  Terms of Engagement between the Company and Robert
         R. Langer, Vice President of Finance and                      [xvi]
         Administration and Chief Financial Officer, dated
         December 30, 1996, concerning his employment with
         the Company.
  10(z)  Offer Letter and Acceptance between Jaime W.
         Ellertson, the Company's President and Chief                  [xvi]
         Executive Officer, and the Company, dated 
         January 9, 1997.
  10(z1) Offer Letter and Acceptance between Michael L.              Included
         Torto, the Company's Vice President, Marketing, and
         the Company, dated March 28, 1997.
  10(z2) Offer Letter and Acceptance between Robert A.               Included
         Fisher, the Company's Vice President, Customer
         Support, and the Company, dated April 17, 1997.
  10(z3) Offer Letter and Acceptance between Christopher             Included
         McKee, the Company's Vice President, Europe,
         Middle East, Africa, and the Company, dated
         May 13, 1997.
  10(z4) Offer Letter and Acceptance between Gary R.                 Included
         Phillips, the Company's Vice President, North
         American Sales, and the Company, dated May 22, 1997.
  10(z5) Resignation Agreement between Mark H. Cieplik, the          Included
         Company's former Vice President, Americas, and the
         Company, dated May 29, 1997, concerning his
         employment and severance with the Company.


                                       13
<PAGE>

 Exhibit                                                            Method of
 Number                       Description                             Filing
 ------                       -----------                             ------
  10(z6) Resignation Agreement between Stephen J. Hill, the          Included
         Company's former Vice President, Europe, and the
         Company, dated June 5, 1997, concerning his
         employment and severance with the Company.
  11     Computation of Earnings Per Share                           Included
  27     Financial Data Schedule                                     Included

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

[i] Incorporated herein by reference is the applicable Exhibit to Company's
Annual Report on Form 10-K for the year ended March 31, 1989, File Number
0-14713.

[ii] Incorporated herein by reference is the applicable Exhibit to Company's
Annual Report on Form 10-K for the year ended March 31, 1990, File Number
0-14713.

[iii] Incorporated herein by reference is the applicable Exhibit to Company's
Annual Report on Form 10-K for the year ended March 31, 1992, File Number
0-14713.

[iv] Incorporated herein by reference is the applicable Exhibit to Company's
Report on Form 8-K filed April 13, 1990, File Number 0-14713.

[v] Incorporated herein by reference is the applicable Exhibit to Company's
Annual Report on Form 10-K for the year ended March 31, 1994, File Number
0-14713.

[vi] Incorporated herein by reference is the applicable Exhibit to Company's
Report on Form 10-Q for the quarter ended September 30, 1994, File Number
0-14713.

[vii] Incorporated herein by reference is the applicable Exhibit to Company's
Report on Form 10-Q for the quarter ended December 31, 1994, File Number
0-14713.

[viii] Incorporated herein by reference is the applicable Exhibit to Company's
Annual Report on Form 10-K for the year ended March 31, 1995, File Number
0-14713.

[ix] Incorporated herein by reference is the applicable Exhibit to Company's
Report on Form 10-Q for the quarter ended June 30, 1995, File Number 0-14713.

[x] Incorporated herein by reference is the applicable Exhibit to Company's
Registration Statement on Form S-2, File Number 33-63785.

[xi] Incorporated herein by reference is the applicable Exhibit to Company's
Report on Form 10-Q for the quarter ended September 30, 1995, File Number
0-14713.

[xii] Incorporated herein by reference is the applicable Exhibit to Company's
Report on Form 10-Q for the quarter ended December 31, 1995, File Number
0-14713.

[xiii] Incorporated herein by reference is the applicable Exhibit to Company's
Report on Form 10-Q for the quarter ended September 30, 1996, File Number
0-14713.

[xiv] Incorporated herein by reference is the applicable Exhibit to Company's
Registration Statement on Form S-1, File Number 33-5743.

[xv] Incorporated herein by reference is Exhibit 1 to Company's Registration
Statement on Form 8-A, filed July 27, 1988.

[xvi] Incorporated herein by reference is the applicable Exhibit to Company's
Report on Form 10-Q for the quarter ended December 31, 1996, File Number
0-14713.


                                       14