<PAGE>


                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 SEPTEMBER 30, 1995

                  COMMISSION FILE NUMBER 0-14713


                           [INTERLEAF 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)

PROSPECT PLACE, 9 HILLSIDE AVE., WALTHAM, MA             02154
  (Address of principal executive offices)             (Zip Code)

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


    Indicate 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 October 31, 1995 was 15,659,118.


<PAGE>

                          INTERLEAF, INC.

                         TABLE OF CONTENTS

                                                                       PAGE
                                                                       ----
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Consolidated balance sheets at September 30, 1995 and March 31, 1995     3

Consolidated statements of operations for the three and
six months ended September 30, 1995 and 1994                             4

Consolidated statements of cash flows for the six months ended
September 30, 1995 and 1994                                              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 4 - Submission of Matters to Vote of Security Holders              11

Item 5 - Other Information                                              11

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

SIGNATURE                                                               11

<PAGE>
                          INTERLEAF, INC.
                  PART I - FINANCIAL INFORMATION
                   ITEM 1. FINANCIAL STATEMENTS


                    CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                 September      March 31,
                                                  30, 1995         1995
In thousands, except for share and per           (unaudited)
share amounts
<S>                                              <C>            <C>

                              ASSETS

CURRENT ASSETS
Cash and cash equivalents                         $ 10,646     $ 10,441
Accounts receivable, net                            19,961       22,766
Prepaid expenses and other current assets            1,935        2,122
                                                  --------     --------
TOTAL CURRENT ASSETS                                32,542       35,329
Property and equipment, net                          8,863       11,058
Intangible assets                                    4,777        3,801
Other assets                                           435          605
                                                  --------     --------
TOTAL ASSETS                                      $ 46,617     $ 50,793
                                                  --------     --------
                                                  --------     --------

               LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                  $  1,964     $  2,687
Accrued expenses                                    15,518       16,193
Unearned revenue                                    13,114       15,649
Other current liabilities                            2,286        5,024
                                                  --------     --------
TOTAL CURRENT LIABILITIES                           32,882       39,553
Other liabilities                                       19          625
                                                  --------     --------
TOTAL LIABILITIES                                   32,901       40,178
                                                  --------     --------
Contingencies

SHAREHOLDERS' EQUITY

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 1,232,144 at
    September 30, 1995 and 1,728,573
    at March 31, 1995                                  123          173

Common stock, par value $.01 per share,
 authorized

    30,000,000 shares, issued and
    outstanding 15,650,968 at September 30,
    1995 and 14,203,027 at March 31, 1995              157          142

Additional paid-in capital                          69,426       67,382
Retained earnings (deficit)                        (55,875)     (57,269)
Cumulative translation adjustment                     (115)         187
                                                  --------     --------
TOTAL SHAREHOLDERS' EQUITY                          13,716       10,615
                                                  --------     --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY        $ 46,617     $ 50,793
                                                  --------     --------
                                                  --------     --------
</TABLE>


          SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      3
<PAGE>

                             INTERLEAF, INC.

                   CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>

                          Three months ended September 30     Six months ended September 30
                               1995           1994                1995          1994
<S>                          <C>            <C>                 <C>           <C>

In thousands, except
for per share amounts               (unaudited)                        (unaudited)

REVENUES:

Products                     $ 9,273        $ 10,871            $ 18,710      $ 17,461

Maintenance                    8,399           7,439              16,191        14,879

Services                       5,639           4,701              11,537         9,911
                             -------         -------             -------       -------
TOTAL REVENUES                23,311          23,011              46,438        42,251
                             -------         -------             -------       -------

COSTS OF REVENUES:

Products                       1,564           2,395               3,224         4,543

Maintenance                    1,314           1,660               2,683         3,234

Services                       4,767           5,025               9,576         9,762
                             -------         -------             -------       -------
TOTAL COSTS OF REVENUES        7,645           9,080              15,483        17,539
                             -------         -------             -------       -------
Gross Margin                  15,666          13,931              30,955        24,712
                             -------         -------             -------       -------

OPERATING EXPENSES:

Selling, general and
 administrative               10,871          14,791              21,853        29,177

Research and
 development                   3,931           4,349               7,857         8,699

Restructuring expense              -           7,109                   -         7,109
                              -------        -------             -------       -------
TOTAL OPERATING EXPENSES       14,802         26,249              29,710        44,985
                              -------        -------             -------       -------

Income (loss) from
operations                       864         (12,318)              1,245       (20,273)

Other income (expense)            58            (129)                149          (270)
                              ------         -------             -------       -------

Income (loss) before             922         (12,447)              1,394       (20,543)
income taxes

Provision for income taxes        -            2,109                   -         2,166
                              ------         -------             -------       -------
NET INCOME (LOSS)                922        $(14,556)            $ 1,394      $(22,709)
                              ------         -------             -------       -------
                              ------         -------             -------       -------


Net income (loss) per share   $  .05        $  (1.05)            $   .08      $  (1.64)
                              ------         -------             -------       -------
                              ------         -------             -------       -------

Shares used in computing
 net income (loss) per
 share                        18,618          13,929              18,134        13,845
                             -------         -------             -------       -------
                             -------         -------             -------       -------

</TABLE>

               SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      4
<PAGE>

                               INTERLEAF, INC.

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                   Six months ended September 30
                                                       1995             1994
In thousands                                                (unaudited)
<S>                                                  <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                    $ 1,394           $(22,709)

Adjustments to reconcile net income (loss)
to net cash provided by  (used in)
operating activities:

Restructuring expense                                      -              7,109
Depreciation and amortization expense                  3,863              5,314
Loss from disposal of property and equipment              20                 94
Deferred income taxes                                      -              1,860
Changes in assets and liabilities:
 Decrease in accounts receivable, net                  2,573              9,843
 (Increase) decrease in other assets                     293               (749)
 Decrease in accounts payable and accrued expenses    (1,286)              (834)
 Decrease in unearned revenue                         (2,399)            (1,191)
 Decrease in other liabilities                        (1,662)            (1,389)
Other, net                                               (83)              (100)
                                                     -------            -------
 Net cash provided by (used in) operating
   activities                                          2,713             (2,752)
                                                     -------            -------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                    (441)            (4,076)
Capitalized software development costs                (2,352)            (2,016)
                                                     -------            -------
 Net cash used in investing activities                (2,793)            (6,092)
                                                     -------            -------

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of common stock             2,009              1,287
Property and equipment financing                           -                652
Repayment of long-term debt and capital leases        (1,674)            (1,060)
                                                     -------            -------
 Net cash provided by financing activities               335                879
                                                     -------            -------
Effect of exchange-rate changes on cash                  (50)               168
                                                     -------            -------
Net increase (decrease) in cash and cash
equivalents                                              205             (7,797)

Cash and cash equivalents at beginning of period      10,441             23,364
                                                     -------            -------
Cash and cash equivalents at end of period           $10,646            $15,567
                                                     -------            -------
                                                     -------            -------

</TABLE>


             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 1994 amounts
   have been reclassified to conform to the 1995 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, 1995.

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.

3. Noncash Financing Activities

   Senior Series B Convertible Preferred Stock holders converted
   496,429 and 57,142 shares of preferred stock into 667,077 and
   76,784 shares of the Company's common stock during the six
   months ended September 30, 1995 and 1994, respectively.  The
   Company issued 171,635 shares of common stock, during the six
   months ended September 30, 1995, in connection with the exercise
   of a warrant.  The Company received no proceeds upon the
   conversion of the warrant into common stock.

4. Research and Development Agreements

   In October 1988, the Company entered into a joint venture (the
   "Venture") with PruTech Research and Development Partnership III
   ("PruTech"), for the purpose of developing and marketing certain
   products. PruTech contributed approximately $2,950,000 in cash
   to the Venture; the Company licensed to the Venture certain base
   technology and was required to perform certain development,
   marketing and administrative services for the Venture.

   In  March 1994, PruTech commenced an arbitration action  against
   the  Company alleging, among other things, (i) that the  Company
   had mismanaged the Venture; (ii) that PruTech is entitled to
   cash distributions of 30% of Venture revenues; and (iii) that
   certain Venture-owned technology was used in the Company's other
   products. The Company has denied such allegations.


                                      6

<PAGE>


                               INTERLEAF, INC.


   The  Company  has agreed to pay PruTech $2.1 million (the
   "Purchase Price") solely in consideration of (i) the acquisition
   by the Company of PruTech's interest in the Venture, and (ii)
   the settlement of the pending arbitration action and the release
   by PruTech of all claims that it may have against the Company
   arising out of the formation and operation of the Venture. At
   the Company's option, the Purchase Price shall be payable in
   cash, by the issuance of Common Stock, or a combination thereof.
   The Company intends to issue to PruTech Common Stock shares
   having a value of $2.1 million for payment of the Purchase
   Price.  This will not have a material adverse effect on the
   financial position or results of operations of the Company.

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.  The
   Company is appealing this assessment, however, approximately
   $1.1 million of the cash and cash equivalents balance at
   September 30, 1995 has been reserved 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 $922,000 and $1,394,000 for its second
quarter and six months ended September 30, 1995, respectively, compared with
a net loss of approximately $14.6 million and $22.7 million for the
corresponding periods of fiscal 1995. The continued improvement in the
Company's operating results is primarily attributable to a significant
reduction in operating expenses, due to a decline in personnel and facility
expenses arising from the Company's fiscal 1995 restructuring. The second
quarter of fiscal 1995 included a restructuring charge of approximately $7.1
million and a $1.9 million charge related to a revaluation of the Company's
deferred tax asset. Further reductions in operating expenses from their
current level are not anticipated as the majority of the benefits from the
previous year's restructuring have been realized.

REVENUES

Total revenues increased $0.3 million (1%) and $4.2 million (10%) for the
second quarter and six months ended September 30, 1995, respectively, when
compared with the same periods a year ago. Product license revenues declined
15% for the second quarter of fiscal 1996 from the previous year due to a
decrease in domestic revenues relative to particularly strong results last
year, partially offset by increases in Europe and Asia/Pacific/Japan regions.
Product license revenues increased approximately $1.2 million (7%) for the
six months ended September 30, 1995, when compared with the same period a
year ago. This increase was primarily attributable to the major decline in
product license revenues during the first quarter of fiscal 1995 which
resulted in the reorganization and restructuring of the Company initiated in
September 1994.

Maintenance revenue, resulting from contracts to provide telephone support
and upgrades to the Company's software products, increased by approximately
$1.0 million (13%) and $1.3 million (9%) for the second quarter and six
months ended September 30, 1995, respectively, when compared with the same
periods a year ago. The increase was primarily due to increased renewal
contracts during the second quarter of fiscal 1996. Future maintenance
revenue will become increasingly dependent on the Company's ability to
maintain its existing customer base and to increase maintenance contract
volume as the product upgrades and new products are shipped. This will be
necessary to offset the general downward pricing pressure on maintenance in
the software industry.

Services revenue, consisting of consulting and customer training revenue,
increased approximately $0.9 million (20%) and $1.6 million (16%) for the
second quarter and six months ended September 30, 1995, respectively, when
compared with the same periods a year ago. This was primarily related to
price increases and increased customer demand for the Company's expert
services to implement document management solutions, partially offset by a
small decline in training services.

Revenues from the Company's international operations were approximately 38%
($8.9 million) and 37% ($17.2 million) of total revenues for the second
quarter and six months ended September 30, 1995, respectively, compared with
31% ($7.2 million) and 31% ($13.1 million) for the corresponding periods of
fiscal 1995. The increase from the prior year was primarily due to a
significant increase in product license revenues in Japan and Europe.

                                     8

<PAGE>

                               INTERLEAF, INC.

Growth in revenues during the remainder of fiscal 1996 will be largely
dependent on customer acceptance of the Company's product upgrades and new
products and the Company's ability to leverage product license revenues with
services to provide integrated document management solutions to its
customers. The Company completed the port of its publishing product
(Interleaf 6) to the Windows NT operating system. In addition, upgrades to
WorldView Viewer, RDM, Production Manager, SGML conversion tools, and
Liaison, a new strategic open Application Programming Interface for
simplifying the creation of integrated document management solutions, began
shipping in the latter part of the second quarter and beginning of the third
quarter.

The Company's sales cycles have become longer as the Company provides more
integrated document management solutions combined with expert services to
satisfy its customers' requirements. In addition, a high percentage of the
Company's revenues are generally realized in the last month of a quarter and
can be difficult to predict until the end of a quarter. Accordingly, given
the Company's relatively fixed cost structure, a shortfall or increase in
product license revenue will have a significant impact on the Company's
operating results.

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 declined approximately $0.8 million (35%) and $1.3 million
(29%) for the second quarter and six months ended September 30, 1995,
respectively, when compared to the same periods a year ago. The decline
was primarily related to decreased amortization of capitalized software
development costs due to the write-down of capitalized software costs in
the fourth quarter of fiscal 1995 associated with older software products
for which revenue projections did not support the capitalized amounts. Also
contributing to the decrease in cost of product revenues was a decline in
royalties associated with certain time-based royalty agreements. Cost of
maintenance revenues declined 21% and 17% for the second quarter and six
months ended September 30, 1995, respectively, when compared to the
same periods a year ago, primarily due to a decrease in customer support
personnel related to the Company's fiscal 1995 restructuring. Cost of
services revenue decreased 5% for the second quarter ended September 30,
1995, when compared to the same period a year ago, primarily
attributable to a decline in consulting personnel.

OPERATING EXPENSES

Selling, general and administrative ("SG&A") expenses decreased approximately
$3.9 million (27%) and $7.3 million (25%) for the second quarter and six
months ended September 30, 1995, respectively, when compared with the same
periods a year ago. This was primarily due to significant personnel and
facilities expense reductions related to the Company's fiscal 1995
restructuring. SG&A expenses were approximately 47% and 64% of total revenues
for the second quarters ended September 30, 1995 and 1994, respectively.

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 approximately 10% for the second
quarter and six months ended September 30, 1995, when compared with the same
periods a year ago. This was primarily due to reduced personnel expenses
associated with the Company's fiscal 1995 restructuring and increased
capitalization of software development costs as several product upgrades were
near completion. For the second quarters ended September 30, 1995 and 1994,
R&D expenses were approximately 17% and 19%, respectively, of total revenues.
R&D spending, which excludes the offset for capitalized software development
costs, represented approximately 22% and 23% of total revenues, respectively.
The Company completed several major releases, as discussed above, as a result
capitalization of software development costs is anticipated to decline for
the remainder of fiscal 1996. The Company expects to ship additional product
upgrades and new products during the third quarter of fiscal 1996.

LIQUIDITY AND CAPITAL RESOURCES

The Company had approximately $10.6 million of cash and cash equivalents at
September 30, 1995, an increase of $205,000 from March 31, 1995. The increase
was primarily attributable to the Company's net income for the six months
ended September 30, 1995 and proceeds from common stock issuances related to
its stock option plans and employee stock purchase plan of approximately $2.0
million.

                                    9

<PAGE>

                               INTERLEAF, INC.

Significant expenditures were incurred to liquidate collateralized and other
lease obligations of approximately $1.7 million and restructuring payments of
approximately $1.1 million. Capital expenditures were approximately $0.4
million, a significant reduction from the prior fiscal year. Future
commitments consist primarily of operating leases related to both open and
closed facilities.

The Company relocated part of its headquarters operations in October 1995.
The Company expended approximately $0.4 million as of September 30 and will
incur additional payments of approximately $0.6 million in the third quarter
to complete the move. The reduction in office space and rental rate and
sub-lease of the vacated space will result in annual cash and expense savings
slightly in excess of $1.0 million beginning in fiscal 1997. 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. The Company is appealing this assessment, however,
approximately $1.1 million of the cash and cash equivalents balance at
September 30, 1995 has been reserved for potential payment of the German
withholding taxes.

Accrued restructuring charges are approximately $2.3 million at September 30,
1995. This reserve should be sufficient to cover remaining expenditures,
primarily attributable to operating lease payments for closed facilities,
which are expected to continue until the year 2000. The Company is attempting
to sub-lease closed facilities to reduce future obligations.

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. The credit agreement limits
borrowing based upon the level of North American accounts receivable,
modified by the previous quarter's cash collections. As of October 31, 1995,
the amount available for borrowings was approximately $4.3 million. The
agreement contains certain financial covenants as well as restrictions on
certain additional indebtedness, acquisitions, capital expenditures, and
dividend payments. At September 30, 1995, there were no loans outstanding
under this line of credit.

In October 1988, the Company entered into a joint venture (the "Venture")
with PruTech Research and Development Partnership III ("PruTech"), for the
purpose of developing and marketing certain products. In March 1994, PruTech
commenced an arbitration action against the Company alleging, among other
things, (i) that the Company had mismanaged the Venture; (ii) that PruTech is
entitled to cash distributions of 30% of Venture revenues; and (iii) that
certain Venture-owned technology was used in the Company's other products.
The Company has denied such allegations. The Company has agreed to pay
PruTech $2.1 million (the "Purchase Price") solely in consideration of (i)
the acquisition by the Company of PruTech's interest in the Venture, and (ii)
the settlement of the pending arbitration action and the release by PruTech
of all claims that it may have against the Company arising out of the
formation and operation of the Venture. At the Company's option, the Purchase
Price shall be payable in cash, by the issuance of Common Stock, or a
combination thereof. The Company intends to issue to PruTech Common Stock
shares having a value of $2.1 million for payment of the Purchase Price.

The Company believes that existing cash and cash equivalents and borrowing
availability, together with cash generated from operations, will provide
sufficient funds to meet the Company's planned operations for the
foreseeable future.

                                    10

<PAGE>
                                INTERLEAF, INC.

                         PART II - OTHER INFORMATION

Item 4. Submission of Matters to Vote of Security Holders

At the Annual Meeting of Shareholders held on August 17, 1995 ("Annual
Meeting") the shareholders of the Company elected the following two nominees
as Class II directors of the Company whose terms shall expire at the
Company's 1998 shareholder meeting: Andre Harari, by a vote of 15,331,638 in
favor to 259,497 against, and George D. Potter, Jr., by a vote of 15,418,207
in favor to 172,928 against. The Company also has three Class III directors
Frederick B. Bamber, David A. Boucher, and Ed Koepfler, whose terms are set
to expire at the annual shareholders' meeting in 1996, and two Class I
directors Clinton P. Harris (as a Preferred Class I director elected solely
by the Senior Series B Preferred Shareholders) and Patrick J. Sansonetti,
whose terms are set to expire at the annual shareholders' meeting in 1997. At
the Annual Meeting, the shareholders ratified and approved the amendment to
the Company's 1993 Stock Option Plan to increase the number of shares of the
Company's Common Stock available for issuance from 750,000 to 1,500,000 under
the plan, by a vote of 7,670,661 in favor, 1,397,040 against, 75,423
abstentions, and 6,448,011 no votes. The shareholders also ratified and
approved the selection of Ernst & Young LLP as the Company's independent
auditors for fiscal 1996, by a vote of 15,506,820 in favor, 48,478 against,
and 35,837 abstentions. A more complete description of these matters appears
in the Company's 1995 Proxy Statement, dated July 1, 1995.

Item 5. Other Information

Effective September 1, 1995, Andre Harari resigned as a Class II
director. Accordingly, the Company currently has six directors.

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 September 30, 1995.

                             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.

November 10, 1995

                                /s/ G. Gordon M. Large
                                -----------------------------------
                                G. Gordon M. Large
                                Executive Vice President and  Chief
                                Financial Officer
                                (Principal Financial Officer)

                                    11

<PAGE>

                           INTERLEAF, INC.

                           EXHIBIT INDEX

Exhibit
Number                   Description                    Method of Filing
-------                  -----------                    ----------------

10(a)     Company's 1983 Stock Option Plan, as amended       [vi]

10(a1)    1994 Employee Stock Option Plan                    [vii]

10(a2)    1993 Incentive Stock Option Plan, as amended       [ix]

10(b)     Company's 1989 Director Stock Option Plan          [i]

10(b2)    Company's 1987 Employee Stock Purchase Plan,       [vi]
          as amended

10(c)     Company's 1989 Officer and Employee                [i]
          Severance Benefit Plans

10(cc)    Company's 1993 Director Stock Option Plan          [vi]

10(d)     Agreements between PruTech Research and            [ii]
          Development Partnership III and the Company,
          dated October 21, 1988.

10(e)     Exclusive Marketing and Licensing Agreement,       [i]
          between Interleaf South America, Ltd. and
          the Company, and related Option Agreement,
          dated March 31, 1989.

10(f)     Distribution and License Agreement between         [i]
          Interleaf 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           [iii]
          increase in conversion ratio, dated May 18, 1992.

10(i)     Lease of Prospect Place, Waltham, MA,              [iv]
          between Prospect Place Limited Partnership and
          Interleaf, Inc., and related Agreements, dated
          March 30, 1990.

10(j)     Management Consulting Agreement between the        [v]
          Company and David A. Boucher, the Company's
          Chairman of the Board, dated July 15, 1992.

10(k)     Letter Agreement between the Company and           [vi]
          Richard P. Delio, the Company's former Sr.
          Vice President of Finance and Administration
          and Chief Financial Officer, dated March 30,
          1994, concerning his employment and severance
          with the Company.

10(l)     Letter of Separation and Management                [vii]
          Consulting Agreement between the Company and
          Mark K. Ruport, the Company's former President,
          Chief Executive Officer and Director, dated
          July 25, 1994, concerning his separation and
          consulting obligations to the Company.

10(m)     Letter Agreement between the Company and           [vii]
          Richard P. Delio, the Company's former Sr.
          Vice President of Finance and Administration
          and Chief Financial Officer and Acting
          President, dated August 3, 1994, concerning
          his employment and severance with the Company.

10(n)     Letter of Separation and Management                [vii]
          Consulting Agreement between the Company and
          Peter Cittadini, the Company's former Sr.
          Vice President Worldwide Operations, dated
          July 27, 1994, concerning his separation and
          consulting obligations to the Company.

10(o)     Executive Compensation Arrangement for David       [vii]
          A. Boucher, the Company's Chairman of the
          Board, dated July 20, 1994.

10(p)     Letter of Separation and Management                [vii]
          Consulting Agreement between the Company and
          Lawrence S. Bohn, the Company's former Sr.
          Vice President, Marketing and Business
          Development, dated September 20, 1994,
          concerning his separation and consulting
          obligations to the Company.


                                    12

<PAGE>

                          INTERLEAF, INC.


Exhibit
Number                   Description                    Method of Filing
-------                  -----------                    ----------------

10(q)     Employment and severance agreement between         [viii]
          the Company and Edward Koepfler, the
          Company's President, dated October 3, 1994.

10(r)     Loan and Security Agreement between the            [x]
          Company and Foothill Capital Corporation,
          dated May 2, 1995.

10(s)     Employment and severance agreement between         [x]
          the Company and G. Gordon M. Large, the
          Company's Executive Vice President and Chief
          Financial Officer, dated June 5, 1995

10(t)     Net Lease, dated August 14, 1995, between          [xi]
          Principal Mutual Insurance Company and the
          Company.

10(u)     Sublease, dated September 15, 1995, between        [xi]
          Parametric Technology Corporation and the
          Company.

10(v)     Employment and severance agreement between        Included
          the Company and Mark Cieplik, the Company's
          Vice President, Americas, dated March 17,
          1995.

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,
1993, File Number 0-14713.

[vi] 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.

[vii] 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.

[viii] 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.

[ix] 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.

[x] 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.

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

                                    13