AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON August 14, 2000

                       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, 2000
                                  -------------


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

                         Commission File Number 0-22970

                                   TREEV, INC.

        (Exact name of small business issuer as specified in its charter)

                               Delaware 54-1590649
                               -------- ----------
      (State or other jurisdiction of (I.R.S. Employer Identification No.)
                         incorporation or organization)

          13900 Lincoln Park Drive, Suite 300, Herndon, Virginia 20171

                    (Address of principal executive offices)


                                 (703) 478-2260

                           (Issuer's telephone number)

        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 past 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 [ ]

        Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 16,067,233 shares of
              common stock, $.0001 par value, as of June 30, 2000.


<PAGE>


                                   TREEV, INC.

                                    Form 10-Q

                                Table of Contents

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements.

                  Balance Sheets at June 30, 2000 (unaudited)
                  and December 31, 1999                                        2

                  Statements of Operations (unaudited) for the three
                  months ended June 30, 2000 and 1999                          3

                  Statements of Operations (unaudited) for the six
                  months ended June 30, 2000 and 1999                          4

                  Statement of Changes in Stockholders' Equity (unaudited)
                  for the three months ended June 30, 2000                     5

                  Statements of Cash Flows (unaudited) for the six
                  months ended June 30, 2000 and 1999                          6

                  Notes to Financial Statements                                7

Item 2. Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.                         9


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.                                                   14

Item 6.  Exhibits and Reports on Form 8-K.                                    14
<PAGE>
                                  TREEV, INC.
                                BALANCE SHEETS
              (In thousands, except share and per share amounts)

<TABLE>
<CAPTION>

                                                                                           June 30,             December 31,
                                                                                             2000                   1999
                                                                                        ----------------       ----------------
                                                                                           (Unaudited)
                                    ASSETS
<S>                                                                                   <C>                    <C>

Current assets:
   Cash and cash equivalents                                                          $           1,717      $           1,886
   Accounts and notes receivable, net                                                            11,016                 13,816
   Inventories                                                                                      737                  1,135
   Prepaid expenses and other                                                                     1,505                  1,111
                                                                                        ----------------       ----------------
        Total current assets                                                                     14,975                 17,948
Fixed assets, net                                                                                 1,427                  1,237
Long-term notes receivable, net                                                                       7                     21
Software development costs, net                                                                   4,039                  3,627
Other assets                                                                                        369                    458
                                                                                        ----------------       ----------------
          Total assets                                                                $          20,817      $          23,291
                                                                                        ================       ================


                      LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
    Current debt maturities and obligations under capital leases                      $           9,066      $           7,572
    Accounts payable                                                                              2,228                  2,374
    Accrued compensation and expenses                                                               902                  1,160
    Deferred revenue                                                                              4,564                  3,143
    Other accrued expenses                                                                        1,631                  1,497
                                                                                        ----------------       ----------------
          Total current liabilities                                                              18,391                 15,746
Long-term debt and obligations under capital leases                                                 325                    120
                                                                                        ----------------       ----------------
          Total liabilities                                                                      18,716                 15,866
Stockholders' equity:
    Convertible preferred stock, $.0001 par value, 20,000,000 shares
        authorized; 1,605,025 and 1,610,025 shares issued and outstanding                             -                      -
    Common stock, $.0001 par value, 100,000,000 shares authorized;
        16,067,233 and 14,237,009 shares issued and outstanding                                       2                      1
    Additional paid-in-capital                                                                  142,129                141,841
    Accumulated deficit                                                                        (140,030)              (134,417)
                                                                                        ----------------       ----------------
          Total stockholders' equity                                                              2,101                  7,425
                                                                                        ----------------       ----------------
          Total liabilities and stockholders' equity                                  $          20,817      $          23,291
                                                                                        ================       ================

</TABLE>


   The accompanying notes are an integral part of these financial statements.
                                      2
<PAGE>
                                   TREEV, INC.
                            STATEMENTS OF OPERATIONS
               (In thousands, except share and per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                         Three Months Ended June 30,
                                                                                        2000                     1999
                                                                                 --------------------      -----------------
<S>                                                                            <C>                       <C>
Revenue:
  Products                                                                     $               2,664     $            4,601
  Services                                                                                     3,243                  3,312
                                                                                 --------------------      -----------------
                                                                                               5,907                  7,913
                                                                                 --------------------      -----------------
Costs and expenses:
  Cost of products sold                                                                        1,297                  2,361
  Cost of services provided                                                                    2,171                  2,080
  Sales and marketing                                                                          2,856                  2,726
  General and administrative                                                                   1,007                    855
  Product development                                                                          1,199                  1,244
                                                                                 --------------------      -----------------
                                                                                               8,530                  9,266
                                                                                 --------------------      -----------------
Loss before interest expense and income taxes                                                 (2,623)                (1,353)
  Interest expense, net                                                                         (251)                   (44)
                                                                                 --------------------      -----------------
Loss before income taxes                                                                      (2,874)                (1,397)
  Income tax benefit                                                                               -                      -
                                                                                 --------------------      -----------------
Net loss                                                                                      (2,874)                (1,397)
                                                                                 --------------------      -----------------

Preferred stock dividends                                                                       (337)                  (337)
                                                                                 --------------------      -----------------
Net loss applicable to common shares                                           $              (3,211)    $           (1,734)
                                                                                 ====================      =================

Net loss per common share                                                      $               (0.20)    $            (0.14)
                                                                                 ====================      =================

Weighted average shares outstanding                                                       15,980,806             12,803,488
                                                                                 ====================      =================


</TABLE>


   The accompanying notes are an integral part of these financial statements.
                                       3
<PAGE>
                                   TREEV, INC.
                            STATEMENTS OF OPERATIONS
               (In thousands, except share and per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         Six Months Ended June 30,
                                                                                        2000                    1999
                                                                                 -------------------      -----------------
<S>                                                                            <C>                      <C>
Revenue:
  Products                                                                     $              4,315     $            7,040
  Services                                                                                    6,635                  6,404
                                                                                 -------------------      -----------------
                                                                                             10,950                 13,444
                                                                                 -------------------      -----------------
Costs and expenses:
  Cost of products sold                                                                       2,319                  3,726
  Cost of services provided                                                                   4,267                  4,173
  Sales and marketing                                                                         5,403                  5,122
  General and administrative                                                                  1,969                  1,633
  Product development                                                                         2,133                  2,051
                                                                                 -------------------      -----------------
                                                                                             16,091                 16,705
                                                                                 -------------------      -----------------
Loss before interest expense and income taxes                                                (5,141)                (3,261)
  Interest expense, net                                                                        (472)                   (46)
                                                                                 -------------------      -----------------
Loss before income taxes                                                                     (5,613)                (3,307)
  Income tax benefit                                                                              -                      -
                                                                                 -------------------      -----------------
Net loss                                                                                     (5,613)                (3,307)
                                                                                 -------------------      -----------------

Preferred stock dividends                                                                      (674)                  (674)
                                                                                 -------------------      -----------------
Net loss applicable to common shares                                           $             (6,287)    $           (3,981)
                                                                                 ===================      =================

Net loss per common share                                                      $              (0.41)    $            (0.31)
                                                                                 ===================      =================

Weighted average shares outstanding                                                      15,438,328             12,777,096
                                                                                 ===================      =================




</TABLE>









   The accompanying notes are an integral part of these financial statements.
                                       4
<PAGE>
                                   TREEV, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                         Six months ended June 30, 2000
                      (In thousands, except share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     Additional
                                 Preferred Stock               Common Stock           paid-in        Accumulated
                                Shares        Amt.          Shares        Amt.        capital           Deficit            Total
                         -------------------------   --------------------------  ---------------   ---------------   ---------------
<S>                             <C>            <C>         <C>              <C>        <C>              <C>                 <C>
Balance December 31, 1999       1,610,025      $ -         14,237,009       $ 1        $ 141,841        $(134,417)          $ 7,425

Issuance of common stock                                      207,878         -              288                                288

Conversion of preferred stock      (5,000)       -          1,514,938         1                -                                  1

Dividends on preferred stock                                                                (674)                              (674)

Issuance of common stock in
       payment of dividends                                   107,408         -              674                                674

Net loss                                                                                                   (5,613)           (5,613)
                         -------------------------   --------------------------  ---------------   ---------------   ---------------

Balance June 30, 2000           1,605,025      $ -         16,067,233       $ 2        $ 142,129        $(140,030)          $ 2,101
                         =========================   ==========================  ===============   ===============   ===============

</TABLE>











   The accompanying notes are an integral part of these financial statements.
                                       5
<PAGE>
                                   TREEV, INC.
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                               Six months ended June 30,
                                                                                             2000                       1999
                                                                                       ------------------         ------------------
<S>                                                                                  <C>                        <C>
Cash flows from operating activities:
    Net loss                                                                         $            (5,613)       $            (3,307)
    Adjustments to reconcile net loss to net cash
         used in operating activities:
              Depreciation and amortization                                                        1,182                      1,124
              Other non-cash interest fees                                                           510                         82
              Changes in assets and liabilities:
                        Accounts and notes receivable                                              2,631                        516
                        Inventories                                                                  398                        344
                        Prepaid expenses and other                                                  (389)                       (83)
                        Accounts payable                                                            (146)                       606
                        Accrued expenses                                                            (123)                      (896)
                        Deferred revenue                                                           1,421                     (1,776)
                                                                                       ------------------         ------------------
Net cash used in operating activities                                                               (129)                    (3,390)
                                                                                       ------------------         ------------------

Cash flows from investing activities:
     Software development costs                                                                     (791)                      (850)
     Purchases of fixed assets                                                                      (634)                      (262)
     Cash received from business divestitures and related costs                                      183                        196
                                                                                       ------------------         ------------------
Net cash used in investing activities                                                             (1,242)                      (916)
                                                                                       ------------------         ------------------

Cash flows from financing activities:
     Proceeds from issuance of common stock, net                                                     289                        774
     Cash dividends paid on preferred stock                                                            -                       (337)
     Proceed from issuance of subordinated notes                                                   2,000                      2,150
     Redemption of convertible notes                                                                   -                       (200)
     Borrowings from line of credit                                                               13,347                      8,029
     Repayments of line of credit                                                                (14,403)                    (5,927)
     Principal payments on capital lease obligations and debt                                        (31)                       (87)
                                                                                       ------------------         ------------------
Net cash provided by financing activities                                                          1,202                      4,402
                                                                                       ------------------         ------------------

Net (decrease) increase in cash and cash equivalents                                                (169)                        96
Cash and cash equivalents at beginning of year                                                     1,886                      1,645
                                                                                       ------------------         ------------------
Cash and cash equivalents at June 30,                                                $             1,717        $             1,741
                                                                                       ==================         ==================

Supplemental Cash Flow Information:
     Interest paid                                                                   $               250        $                67
                                                                                       ==================         ==================


</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                       6
<PAGE>

                                   TREEV, INC.

                          NOTES TO FINANCIAL STATEMENTS

                             June 30, 2000 and 1999

               (In thousands, except share and per share amounts)
                                   (Unaudited)

1.       BASIS OF PRESENTATION

The  unaudited  financial  statements  presented  herein  have been  prepared in
accordance with the  instructions to Form 10-Q and should be read in conjunction
with the financial statements and notes thereto included in the Company's Annual
Report  on Form  10-K  for the year  ended  December  31,  1999,  which  include
information  and  note  disclosures  not  included  herein.  In the  opinion  of
management  all  adjustments,  which  include  only those of a normal  recurring
nature, necessary to fairly present the Company's financial position, results of
operations  and  cash  flows  have  been  made  to  the  accompanying  financial
statements.  The results of operations  for the six-month  period ended June 30,
2000 may not be  indicative  of the results  that may be  expected  for the year
ending December 31, 2000.

2.       ISSUANCE OF SUBORDINATED NOTES

During the second quarter of 2000, the Company  issued  Subordinated  Promissory
Notes (the  "Promissory  Notes")  due  October 1, 2000,  totaling $2 million and
bearing  interest  of  13.5%.  The  Promissory  Notes  are  subordinated  to the
Company's  revolving  line  of  credit  and  are  collateralized  by  all of the
Company's accounts receivable,  inventory,  equipment,  general intangibles, and
other  personal  property  assets.  Interest  payments  are due  monthly and the
Promissory  Notes may be prepaid at any time  without  premium  or  penalty.  CE
Computer Equipment AG is the lender of the Promissory Notes.

3.       ISSUANCE OF COMMON STOCK

During the first quarter of 2000, all 4,000 outstanding shares of Series M Stock
were converted into 1,177,219 shares of Common Stock.

During first quarter of 2000,  all 1,000  outstanding  shares of Series M1 Stock
were converted into 337,719 shares of Common Stock.

During the first and second  quarters of 2000, the Company issued 192,172 shares
of Common Stock  attributable  to exercises of previously  granted stock options
and warrants.

During the first  quarter of 2000,  the Company  issued  15,706 shares of Common
Stock under the Company's  Employee Stock Purchase Plan ("the Plan").  Employees
can choose to have up to 10% of their annual  earnings  withheld to purchase the
Company's  Common  Stock.  Under the terms of the Plan,  there are two six-month
offering periods beginning on January 1st and July 1st of each year during which
employees can participate. The purchase price is determined by taking 85% of the
lower of (a) the  average  of the high and low  market  prices  on the  offering
commencement  date and (b) the average of the high and low market  prices on the
                                       7
<PAGE>
offering termination date. The terms of the Plan require that the purchaser hold
the shares  purchased  under the Plan for a minimum of six months  from the date
the offering period ends.

During the second  quarter of 2000,  the Company issued 107,408 shares of Common
Stock as  quarterly  dividends to the  shareholders  of the  Company's  Series A
Cumulative Convertible Preferred Stock.

4.       BUSINESS SEGMENTS

The Company's  reportable  segments are strategic  business  units that sell its
products  and  services to a wide  variety of  customers  throughout  the United
States.  The  products  segment  includes  sales  of  software  licenses  of the
Company's TREEV Suite of document  management  software and computer  equipment.
The  services  segment  includes  sales  of  software   maintenance   contracts,
installation,  training, and customization. In addition, corporate related items
and  expenses not  allocated to  reportable  segments  are shown  separately  as
"Corporate."

The following table sets forth summarized financial  information  concerning the
Company's  reportable  segments for the periods ended June 30, 2000 and 1999 (in
thousands).

<TABLE>
<CAPTION>
                                      Products           Services           Corporate           Total
                                 ------------------- ------------------ ------------------ ----------------
2000
<S>                                    <C>                <C>                 <C>              <C>
    Revenues                           $4,315             $6,635              $ ---            $10,950
    Segment profit (loss)                (973)            (2,199)             (1,969)           (5,141)

1999

    Revenues                           $7,040             $6,404              $ ---            $13,444
    Segment profit (loss)                (442)            (1,186)             (1,633)           (3,261)
</TABLE>

5.       BUSINESS COMBINATIONS

The  Company  has  entered  into an  Agreement  and Plan of  Merger  dated as of
November  19, 1999 (the "Merger  Agreement")  with CE Computer  Equipment  AG, a
German  corporation.  CE Computer Equipment and the Company amended and restated
the Merger agreement as of May 8, 2000, to reflect that they no longer intend to
account for the  transaction as a pooling of interests and expect that they will
account for the  acquisition  as a purchase  transaction.  Provided that certain
conditions are met, as set forth in the Merger  Agreement,  at the conclusion of
the merger,  the Company  will become a wholly owned  subsidiary  of CE Computer
Equipment.  Under the terms of the Merger Agreement,  CE Computer Equipment will
issue a total of 1,330,000  Ordinary  Shares in the form of American  Depositary
Shares ("ADSs") in exchange for the outstanding  shares of the Company's  Common
Stock and Preferred Stock and for the  outstanding  warrants and options for the
Company's  Common Stock.  The merger is subject to governmental  and shareholder
approvals and customary closing conditions. Shareholders owning more than 33% of
the  Company's  Common  Stock have  agreed to vote their  shares in favor of the
merger, which is expected to be completed in the third quarter of 2000.
                                       8
<PAGE>
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements and Certain Risk Factors

         This "Management's  Discussion and Analysis of Financial  Condition and
Results of Operations"  section of this  Quarterly  Report on Form 10-Q contains
certain  forward  looking  statements  that are subject to a number of risks and
uncertainties.  In  addition,  the Company may publish or make  forward  looking
statements  from time to time relating to such matters as anticipated  financial
performance,  business  prospects and strategies,  sales and marketing  efforts,
technological  developments,  new products, research and development activities,
and  similar  matters.  The  Private  Securities  Litigation  Reform Act of 1995
provides a safe harbor for forward-looking  statements.  In order to comply with
the terms of the safe harbor,  the Company notes that a variety of factors could
cause the Company's  actual results to differ  materially  from the  anticipated
results or other  expectations made in the Company's forward looking  statements
in this Quarterly Report or elsewhere.  Readers should carefully review the risk
factors  described in other  documents  the Company files from time to time with
the Securities and Exchange  Commission,  specifically;  any Current  Reports on
Form 8-K. Some risks and  uncertainties of the Company that should be considered
by the reader include:

         The Company has had net losses in each period of its  operations  since
its inception,  except for four quarters,  and it had an accumulated  deficit at
June 30, 2000, of $140 million.  Although the Company expects improved operating
results in the future,  there can be no  assurances  that the  Company  will not
experience adverse results of operations in the future.

         The Company's securities are listed on the Nasdaq National Market which
requires companies to comply with certain listing and maintenance  requirements.
In 1997, the Company fell below the  requirement to maintain net tangible assets
of at least $4 million. The Company appealed to a Nasdaq Listing  Qualifications
Panel,  who allowed the Company to continue to trade on Nasdaq but  required the
Company to have a minimum of $6 million in net  tangible  assets to ensure  long
term compliance with the  requirement.  The Company achieved net tangible assets
in excess of $6 million at the end of 1997,  and the Company has since that time
maintained net tangible assets over $4 million. As of June 30, 2000, the Company
again  fell  below the net  tangible  asset  requirement.  In the event that the
contemplated  merger with CE Computer Equipment AG is not effected,  the Company
will  consider   additional   offerings  of  equity  securities  and/or  further
reductions of operating  expenses  (such as travel,  marketing,  consulting  and
salaries)  to achieve  compliance  with the  Nasdaq  requirement.  Although  the
Company believes it can raise additional  capital if necessary,  there can be no
assurance that financing, if sought, will be available.

         The computer  industry,  including  the  information  access,  document
management,  imaging and optical disk storage segments,  is highly  competitive,
and is characterized by rapid and continuous technological change. The Company's
future  profitability  will depend on, among other things,  market acceptance of
the  Company's  products  and on the  Company's  ability  to develop in a timely
fashion  enhancements  to  existing  products or new  products.  There can be no
assurance  that the  Company  will be able to market  successfully  its  current
products,  develop and market enhancements to existing products or introduce new
products.

Impact of Year 2000

         In prior years,  the Company  discussed  the nature and progress of its
plans to become  Year 2000  ready.  In late  1999,  the  Company  completed  its
remediation  and  testing  of  systems.  As  a  result  of  those  planning  and
implementation  efforts,  the Company experienced no significant  disruptions in
mission critical information  technology and non-information  technology systems
and believes those systems successfully  responded to the Year 2000 date change.
The  Company  is not aware of any  material  problems  resulting  from Year 2000
issues,  either with its  products,  its internal  systems,  or the products and
services  of third  parties.  The Company  will  continue to monitor its mission
critical computer applications and those of its suppliers and vendors throughout
the year 2000 to ensure  that any latent  Year 2000  matters  that may arise are
addressed promptly.
                                       9
<PAGE>
Year 2000 Information and Readiness Disclosure Act

         The  section  captioned  "Impact  of  Year  2000,"  as  well  as  other
statements herein or otherwise  relating to the Year 2000 issues, are "Year 2000
Readiness  Disclosures"  pursuant to the "Year 2000  Information  and  Readiness
Disclosure Act."

Results of Operations - Six months ended June 30, 2000 and 1999

                   Revenues. Total revenues were $11.0 million and $13.4 million
for the six months ended June 30, 2000 and 1999, respectively.  The $2.5 million
decrease  in revenue  was the result of a  decrease  in product  revenue of $2.7
million,  or 39%, offset by an increase in service  revenue of $200,000,  or 4%.
The decrease in product  revenue was  attributable  to postponed  contracts from
prospective customers who have delayed  implementation of new systems due to the
impending   merger  of  the  Company.   The  increase  in  service  revenue  was
attributable  to increased  staffing and  continued  management  emphasis on the
professional services business.

                   Profit margins. Profit margins for product sales decreased 1%
for the six months ended June 30, 2000,  compared to the same period in 1999, as
cost of  products  sold  increased  from 53% to 54% of sales.  The  decrease  in
product sales  margins from 47% to 46% was due to a decrease in hardware  margin
contribution  as a result of competitive  pressures.  Profit margins for service
sales increased 1% for the six months ended June 30, 2000,  compared to the same
period in 1999, as the cost of services  decreased from 65% to 64% of sales. The
increase in service sales  margins from 35% to 36% was due the continued  growth
of maintenance revenue and professional  services business,  which provided more
contribution towards its fixed costs.

                   Sales and marketing.  Sales and marketing  expenses were $5.4
million, or 49% of revenue,  for the six months ended June 30, 2000, compared to
$5.1 million,  or 38% of revenue,  for the same period in 1999.  The increase of
$300,000,  or 5%, was the result of the development and  implementation of a new
marketing  strategy and corporate  identity program,  as well as increased trade
show and advertising costs.

                   General  and   administrative.   General  and  administrative
expenses were $2.0 million, or 18% of revenue, for the six months ended June 30,
2000, compared to $1.6 million, or 12% of revenue,  for the same period in 1999.
The  increase  of  $400,000,  or 21%,  was due to  increased  Company  operating
expenses related to merger costs, employee benefits, business taxes, legal fees,
rent and utilities.

                   Product development.  The Company's  expenditures on software
research and development activities for the six months ended June 30, 2000, were
$3.2  million,  of which $1.1  million  were  capitalized  and $2.1 million were
expensed. Research and development expenditures for the same period in 1999 were
$2.9 million, of which $800,000 were capitalized and $2.1 million were expensed.
The $300,000  increase in research and development  expenditures  was due to the
Company's  continued  development of new products and  enhancements  to existing
products to maintain the Company's competitive product and market position.
                                       10
<PAGE>
                   Net loss.  The  Company's  net loss for the six months  ended
June 30, 2000,  was $5.6 million as compared to $3.3 million for the  comparable
period in 1999. The net loss increase of $2.3 million was due to the decrease in
revenue and the increases in sales and marketing and general and  administrative
expenses as described above, as well as a $400,000 increase in interest expense.

                   Net loss applicable to Common Shares. The net loss applicable
to common  shares  includes  adjustments  for  dividend  amounts  related to the
Company's  preferred  shares.  The net loss applicable to common shares was $6.3
million,  or $.41 per share, for the six months ended June 30, 2000, as compared
to $4.0  million  or $.31 per  share,  for the  comparable  period in 1999.  The
increase in net loss applicable to common shares is attributable to the increase
in net loss described above.

Results of Operations - Three months ended June 30, 2000 and 1999

                   Revenues.  Total  revenues were $5.9 million and $7.9 million
for the  three  months  ended  June 30,  2000 and 1999,  respectively.  The $2.0
million  decrease in revenue was the result of a decrease in product  revenue of
$1.9 million, or 42%, and a decrease in service revenue of $100,000,  or 2%. The
decrease  in product  revenue  was  attributable  to  postponed  contracts  from
prospective customers who have delayed  implementation of new systems due to the
impending   merger  of  the  Company.   The  decrease  in  service  revenue  was
attributable to the decreased product revenue during the period,  which resulted
in lower installation and associated services revenue.

                   Profit Margins. Profit margins for product sales increased 2%
for the three months  ended June 30, 2000,  compared to the same period in 1999,
as cost of products  sold  decreased  from 51% to 49% of sales.  The increase in
product sales  margins from 49% to 51% was primarily due to the increased  sales
mix of software,  which carries higher margins. Profit margins for service sales
decreased  4% for the three  months  ended June 30,  2000,  compared to the same
period in 1999, as the cost of services  increased from 63% to 67% of sales. The
decrease  in  service  sales  margins  from 37% to 33% was due to the  decreased
service revenues discussed above,  which provided less contribution  towards the
group's fixed costs.

                   Sales and marketing.  Sales and marketing  expenses were $2.9
million,  or 48% of revenue,  for the three months ended June 30, 2000, compared
to $2.7 million, or 34% of revenue, for the same period in 1999. The increase of
$200,000,  or 5%, was the result of the development and  implementation of a new
marketing  strategy and corporate  identity program,  as well as increased trade
show and advertising costs.

                   General  and   administrative.   General  and  administrative
expenses were $1.0 million,  or 17% of revenue,  for the three months ended June
30, 2000, compared to $900,000,  or 11% of revenue, for the same period in 1999.
The  increase  of  $100,000,  or 18%,  was due to  increased  Company  operating
expenses related to merger costs, employee benefits, business taxes, legal fees,
rent and utilities.
                                       11
<PAGE>
                   Product development.  The Company's  expenditures on software
research  and  development  activities  in the three months ended June 30, 2000,
were $1.7  million,  of which  $500,000 were  capitalized  and $1.2 million were
expensed. Research and development expenditures for the same period in 1999 were
$1.5 million, of which $200,000 were capitalized and $1.3 million were expensed.
The $200,000  increase in research and development  expenditures  was due to the
Company's  continued  development of new products and  enhancements  to existing
products to maintain the Company's competitive product and market position.

                   Net loss.  The  Company's net loss for the three months ended
June 30, 2000,  was $2.9 million as compared to $1.4 million for the  comparable
period of 1999.  The net loss increase of $1.5 million the first quarter of 2000
as compared  to the same  period in 1999 was due to the  decrease in revenue and
the increases in sales and marketing and general and administrative  expenses as
described above, as well as a $200,000 increase in interest expense.

                   Net loss applicable to Common Shares. The net loss applicable
to common  shares  includes  adjustments  for  dividend  amounts  related to the
Company's  preferred  shares.  The net loss applicable to common shares was $3.2
million,  or $0.20 per  share,  for the three  months  ended June 30,  2000,  as
compared to $1.7 million or $0.14 per share, for the comparable  period in 1999.
The increase in net loss  applicable  to common  shares is  attributable  to the
increase in net loss described above.

Liquidity and Capital Resources

         As of June 30,  2000,  the  Company  had $1.7  million in cash and cash
equivalents,  as  compared  to $1.9  million  in cash  and cash  equivalents  at
December 31, 1999.  Net working  capital was $(3.4) million at June 30, 2000 and
$2.2 million at December 31, 1999.  The Company's net tangible  assets were $2.1
million  and  $7.4   million  as  of  June  30,  2000  and  December  31,  1999,
respectively.

         For the six months ended June 30, 2000,  the $200,000  decrease in cash
and cash equivalents resulted from $100,000 in cash used in operating activities
and $1.3 million in cash used in investing activities, offset by $1.2 million in
cash provided by financing activities.

         The $100,000 used in operating activities arose primarily from the $5.6
million loss from  operations,  offset by the $1.4 million  increase in deferred
revenue,  $2.6 million  decrease in accounts and notes  receivable  and the $1.2
million in  depreciation  and  amortization  charges.  The $1.3  million used in
investing activities arose primarily from capitalized software development costs
and the  purchases  of fixed  assets.  The $1.2  million  provided by  financing
activities arose primarily from the $2 million proceeds from the issuance of the
promissory note and $200,000 proceeds from the issuance of common stock,  offset
by the $1.1 million in repayments of the Company's revolving line of credit.
                                       12
<PAGE>
         During the first  quarter  of 1999,  the  Company  secured a $5 million
revolving  line of credit from a commercial  bank. The Company can draw up to $5
million  on the line of credit for  working  capital  needs  based on 80% of its
eligible receivables. The line of credit bears interest at a rate equal to prime
plus 2%. The line of credit shall remain in effect until September 30, 2000, and
automatically renews for successive  additional terms of one year each. The line
of  credit  is  collateralized  by  all of the  Company's  accounts  receivable,
inventory, equipment, general intangibles, and other personal property assets.

         Although the Company expects improved  operating results in the future,
there can be no assurances that the Company will not experience  adverse results
of operations in the future.  The Company  believes that its existing cash, cash
flows from operations and  availability  under its line of credit should provide
sufficient  resources to fund its activities  through the next twelve months and
to maintain net tangible assets of at least $4.0 million,  which is required for
continued  inclusion of the Company's  securities on the Nasdaq National Market.
Anticipated cash flows from operations are largely  dependent upon the Company's
ability to achieve its sales and gross profit  objectives for its TREEV suite of
products.  If the Company is unable to meet these  objectives,  it will consider
alternative sources of liquidity, such as additional offerings of debt or equity
securities  and/or  further  reductions of operating  expenses  (such as travel,
marketing, consulting and salaries).
                                       13
<PAGE>
PART II.           OTHER INFORMATION

Item 1.              Legal Proceedings

         The Company is not involved in any legal proceedings,  other than those
proceedings and matters incidental to the business.

Item 2.           Changes in Securities

         During the first quarter of 2000,  the Company  issued 15,706 shares of
Common Stock under the Company's Employee Stock Purchase Plan.

         During  the first  quarter  of 2000,  all 4,000  outstanding  shares of
Series M Stock were converted into 1,177,219 shares of Common Stock.

         During  the first  quarter  of 2000,  all 1,000  outstanding  shares of
Series M1 Stock were converted into 337,719 shares of Common Stock.

         During  the first and  second  quarters  of 2000,  the  Company  issued
192,172 shares of Common Stock  attributable to exercises of previously  granted
stock options and warrants.

         During the second quarter of 2000, the Company issued 107,408 shares of
Common Stock as quarterly  dividends to the shareholders of the Company's Series
A Cumulative Convertible Preferred Stock.

Item 3.           Changes Upon Senior Securities

                  None.

Item 4.           Submission of Matters to a Vote of Security Holders

                  None.

Item 6.           Exhibits and Reports on Form 8-K

(a)               Exhibits.

                  27.1     Financial data schedule

(b)               Reports on Form 8-K.

                  Form 8-K filed on May 9, 2000,  to report that the Company had
entered into an amended and restated  Agreement  and Plan of Merger dated May 8,
2000, with CE Computer Equipment AG.
                                       14
<PAGE>

                                   SIGNATURES

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

                                                             TREEV, INC.
                                  (Registrant)

Date:  August 14, 2000           By /s/ Thomas A. Wilson
                                    --------------------
                                 Thomas A. Wilson

                                 President and Chief Executive Officer

Date:  August 14, 2000           By /s/ Brian H. Hajost
                                    -------------------
                                 Brian H. Hajost

                                 Executive Vice President, Finance and Corporate
                                 Development
                                       15