SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q/A

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

For the quarterly period ended March 31, 1999


[ ]  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: 12,801,943 shares of
common stock, $.0001 par value, as of April 16, 1999.


<PAGE>
         Subsequent  to filing a  Form  10-Q  with the  Securities  and Exchange
Commission  ("SEC") on April 29, 1999,  which  included the quarterly  financial
statements of TREEV, Inc. (the "Company") for the three month period ended March
31, 1999, the Company became aware that the timing and amount of reported earned
revenues from license transactions in 1999 required revision.  Accordingly,  the
Company has  determined to restate its quarterly  financial  statements  for the
three month period ended March 31, 1999.

         This Form 10-Q/A includes in  Item  1 of Part I such restated financial
statements  and related notes thereto for the three month period ended March 31,
1999,  and other  information  relating to such restated  financial  statements.
Except  for  Items 1 and 2 of Part I and  Exhibit  27.1,  no  other  information
included in the original report on Form 10-Q is amended by this Form 10-Q/A.

<PAGE>



                                   TREEV, INC.

                                    Form 10-Q/A


                                Table of Contents



PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements.

             Balance Sheets at March 31, 1999 (unaudited and
             restated) and December 31, 1998                                2

             Statements of Operations (unaudited and restated)for
             the three months ended March 31, 1999 and 1998                 3

             Statement of Changes in Stockholders' Equity (unaudited
             and restated)for the three months ended March 31, 1999         4

             Statements of Cash Flows (unaudited and restated)for
             the three months ended March 31, 1999 and 1998                 5

             Notes to Financial Statements (unaudited and restated)         6

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


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.                                                 15

Item 6.  Exhibits and Reports on Form 8-K.                                  15



<PAGE>
                                 TREEV, INC.
                                BALANCE SHEETS
              (In thousands, except share and per share amounts)



                                                        March 31,   December 31,
                                                          1999           1998
                                                       ---------      ---------
                                                      (Unaudited
                                                     and restated)
                                    ASSETS

Current assets:
  Cash and cash equivalents                            $   2,642      $   1,645
  Accounts and notes receivable, net                       9,741         11,419
  Inventories                                                844            911
  Prepaid expenses and other                                 723            490
                                                       ---------      ---------
    Total current assets                                  13,950         14,465
Fixed assets, net                                          1,341          1,578
Long-term notes receivable, net                               40             47
Software development costs, net                            3,420          2,978
Goodwill, net                                                291            332
Other assets                                                 122            122
                                                       ---------      ---------
    Total assets                                       $  19,164      $  19,522
                                                       =========      =========


                      LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
  Current debt maturities and
   obligations under capital leases                    $   2,159      $     342
  Accounts payable                                         2,129          2,327
  Accrued compensation and expenses                        1,035          1,448
  Deferred revenue                                         5,828          5,887
  Other accrued expenses                                   1,920          1,945
                                                       ---------      ---------
    Total current liabilities                             13,071         11,949
Long-term debt and obligations under
 capital leases                                               33             43
                                                       ---------      ---------
    Total liabilities                                     13,104         11,992
Commitments
Stockholders' equity:
  Convertible preferred stock,
   $.0001 par value, 20,000,000 shares
   authorized; 1,610,025 shares issued
   and outstanding                                          --             --
  Common stock, $.0001 par value,
   100,000,000 shares authorized;
   12,801,943 and 12,367,888 shares
   issued and outstanding                                      1              1
  Additional paid-in-capital                             139,750        139,310
  Accumulated deficit                                   (133,691)      (131,781)
                                                       ---------      ---------
    Total stockholders' equity                             6,060          7,530
                                                       ---------      ---------
    Total liabilities and
     stockholders' equity                              $  19,164      $  19,522
                                                       =========      =========





   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)


                                                  Three Months Ended March 31,
                                                    1999               1998
                                                ------------       ------------
                                                 (Restated)
Revenues:
  Products                                      $      2,438       $      3,539
  Services                                             3,092              2,661
                                                ------------       ------------
                                                       5,530              6,200
                                                ------------       ------------
Costs and expenses:
  Cost of products sold                                1,364              1,815
  Cost of services provided                            2,093              1,845
  Sales and marketing                                  2,397              2,734
  General and administrative                             777              1,176
  Product development                                    808                996
                                                ------------       ------------
                                                       7,439              8,566
                                                ------------       ------------
Loss before interest (expense)
 income and income taxes                              (1,909)            (2,366)
  Interest (expense) income, net                          (1)               (68)
                                                ------------       ------------
Loss before income taxes                              (1,910)            (2,434)
  Income tax benefit                                    --                 --
                                                ------------       ------------
Net loss                                              (1,910)            (2,434)
                                                ------------       ------------

Preferred stock dividends                               (337)              (337)
                                                ------------       ------------
Net loss applicable to
 common shares                                  $     (2,247)      $     (2,771)
                                                ============       ============

Net loss per common share                       $      (0.18)      $      (0.40)
                                                ============       ============

Weighted average shares
 outstanding                                      12,750,410          6,872,014
                                                ============       ============







   The accompanying notes are an integral part of these financial statements.

                                      -3-
<PAGE>
                                   TREEV, INC.
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                        Three months ended March 31, 1999
                      (In thousands, except share amounts)
                             (Unaudited and restated)


<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, 1998               1,610,025     $ -      12,367,888       $ 1      $ 139,310      $(131,781)        $ 7,530

Issuance of common stock,
 net of offering costs of $71                                     434,055                      766                            766

Issuance of warrants                                                                            11                             11

Dividends on preferred stock                                                                  (337)                          (337)

Net loss                                                                                                   (1,910)         (1,910)
                                      ---------------------   -----------------------   ------------   ------------   ------------
Balance March 31, 1999                  1,610,025     $ -      12,801,943       $ 1      $ 139,750      $(133,691)        $ 6,060
                                      =====================   =======================   ============   ============   ============

</TABLE>





   The accompanying notes are an integral part of these financial statements.

                                      -4-
<PAGE>
                                   TREEV, INC.
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)


                                                    Three months ended March 31,
                                                         1999            1998
                                                       -------         -------
                                                      (Restated)
Cash flows from operating activities:
  Net loss                                             $(1,910)        $(2,434)
  Adjustments to reconcile net loss
   to net cash used in operating
   activities:
    Depreciation and amortization                          522             636
    Other non-cash adjustments                              19              14
    Changes in assets and liabilities:
     Accounts and notes receivable                       1,590           2,413
     Inventories                                            67             (74)
     Prepaid expenses and other                           (183)            114
     Accounts payable                                     (198)            511
     Accrued expenses                                     (775)         (1,235)
     Deferred revenue                                      (59)          1,629
                                                       -------         -------
Net cash (used in) provided by
 operating activities                                     (927)          1,574
                                                       -------         -------

Cash flows from investing activities:
  Software development costs                              (617)           (353)
  Purchases of fixed assets                                (69)           (183)
  Cash received from business
   divestitures and related costs                           95           7,076
                                                       -------         -------
Net cash (used in) provided by
 investing activities                                     (591)          6,540
                                                       -------         -------

Cash flows from financing activities:
  Proceeds from issuance of common
      stock, net                                           766           1,049
  Redemption of Redeemable Series F
    preferred stock                                       --            (6,548)
  Redemption of convertible notes                         (200)         (1,300)
  Borrowings from revolving credit
   agreement                                             2,275            --
  Repayment of revolving credit
   agreement                                              (272)           --
  Principal payments on capital lease
   obligations                                             (54)           (320)
                                                       -------         -------
Net cash provided by (used in)
 financing activities                                    2,515          (7,119)
                                                       -------         -------

Net increase in cash and cash equivalents                  997             995
Cash and cash equivalents at
 beginning of year                                       1,645           3,816
                                                       -------         -------
Cash and cash equivalents at March 31,                 $ 2,642         $ 4,811
                                                       =======         =======

Supplemental Cash Flow Information:
     Interest paid                                     $    16         $   120




   The accompanying notes are an integral part of these financial statements.

                                      -5-

<PAGE>


                                   TREEV, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 1999 and 1998
                            (Unaudited and restated)

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,  1998,  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 three month period ended March 31,
1999 may not be  indicative  of the results  that may be  expected  for the year
ending December 31, 1999.

2.   RESTATEMENT OF FINANCIAL STATEMENTS

Subsequent to  filing  a Form  10-Q  with the  SEC which  included the Company's
quarterly financial  statements for the three month period ended March 31, 1999,
the Company became aware that the timing and amount of reported  earned revenues
from license transactions in 1999 required revision.

During 1999, TREEV initiated relationships with new customers under its Business
Alliance Program (the "BAP") which allowed the customers to purchase licenses of
the Company's  software  products at discounted  rates based on commitments from
the BAP customers to meet certain volume requirements.  The terms and conditions
of the BAP agreements were consistent  with prior  agreements  entered into with
longstanding  customers in similar  lines of business.  The Company  anticipated
these BAP customers,  primarily value added resellers,  systems integrators, and
original  equipment  manufacturers,  would increase the  distribution and market
share of its document management  solutions.  The Company's management evaluated
the new BAP  customers'  credit  ratings,  business  reputation,  and ability to
comply  with  the  terms  of  the  BAP   agreements   prior  to  initiating  the
relationships.   However,  during  the  fourth  quarter  of  1999,  the  Company
experienced  a significant  number of new BAP  customers not complying  with the
financial  obligations  under the BAP  agreements as amounts became due in full.
The Company's  management initiated a review of these relationships to determine
the degree of  correlation  among the new BAP  customers  and lack of  financial
performance in a timely manner. In addition,  the Company considered the lack of
financial   performance  of  the  new  BAP  customers,   as  a  class,   to  the
collectibility  criteria of SOP 97-2 and determined  that the software  revenues
related to such  arrangements no longer met that criteria as amounts due by this
class of  customers  were  generally  not paid in full  when  due.  Based on the
results  of  management's  review  of new  BAP  customers,  the  Company,  after
consultation  with its independent  auditors,  determined that certain  revenues
previously  recognized  should be reversed  and  recognized  when  payments  are
received from new BAP customers until sufficient history with specific customers
is achieved to determine the likelihood  that the new BAP  customers'  financial
obligations will be met in accordance with the original terms of such agreement.

In addition to the reversal of certain revenues as discussed above,  the Company
reversed  related  costs  of  revenue  and  commissions   attributable  to  such
transactions  and certain  other  expenses  related  thereto.  The Company  also
reversed  legal fees that had been accrued  during the quarter  attributable  to
certain  litigation  that was  resolved  in the third  quarter of 1999,  as such
amounts were not paid.
                                      -6-
<PAGE>
Accordingly, such financial statements for the periods  presented in  this  Form
10-Q/A have been restated as follows (in thousands):


                                               Three months ended March 31, 1999
                                      ------------------------------------------
                                               As Reported            Restated
                                      --------------------- --------------------
Statement of Operations Data
Product revenues                                   $ 2,828              $ 2,438
Cost of products sold                                1,349                1,364
Selling, general and administrative                  3,464                3,174
Net loss per common share                          $ (0.17)             $ (0.18)

                                                        March 31, 1999
                                      ------------------------------------------
                                               As Reported            Restated
                                      --------------------- --------------------
Balance Sheet Data
Accounts and notes receivable, net               $  10,131            $   9,741
Inventories                                            859                  844
Accrued compensation                                 1,210                1,035
Other accrued expenses                               2,035                1,920
Accumulated deficit                               (133,576)            (133,691)

3.   LINE OF CREDIT

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 agreement shall remain in effect until February 28, 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. At March 31,
1999, the Company had $2,053,000 outstanding under the line of credit.

4.       CONVERTIBLE NOTES REDEMPTION

During the first  quarter of 1999,  the Company  redeemed in cash the  remaining
$200,000 of the 8% Convertible Notes (the "Notes") due August 20, 2002. At March
31, 1999, all of the Notes had been converted or redeemed.

5.       ISSUANCE OF COMMON STOCK

During the first quarter of 1999, the Company  completed a private  placement of
388,500 shares of Common Stock pursuant to Regulation D under the Securities Act
of 1933.  Proceeds  from the offering  were  $777,000  and  offering  costs were
approximately $70,000.

During the first  quarter of 1999,  the Company  issued  45,555 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
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.
                                      -7-
<PAGE>
6.       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.

The following table sets forth summarized financial  information  concerning the
Company's reportable segments for the quarters ended March 31, 1999 and 1998 (in
thousands). The "Corporate" column includes corporate related items and expenses
not  allocated  to  reportable  segments,  such  as  sale  of  subsidiaries  and
restructuring costs.

<TABLE>
<CAPTION>

                                    Products           Services           Corporate           Total
                              ------------------- ------------------ ------------------ ----------------

<S>                                 <C>                <C>                <C>               <C>
1999
  Revenues                          $2,438             $3,092              $ ---            $5,530
  Segment profit (loss)               (339)              (793)              (777)           (1,909)

1998
  Revenues                          $3,539             $2,661              $ ---            $6,200
  Segment profit (loss)               (400)              (790)            (1,176)           (2,366)

</TABLE>

                                      -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 filed by the  Company.  Some risks and  uncertainties  of the  Company  that
should be considered by the reader include:

         The adverse results of operations that the Company has experienced have
been  declining.  Although the Company  expects the trend of improved  operating
results  to  continue,  there can be no  assurances  that the  Company  will not
experience adverse results of operations in the future.

         The Company has had net losses in each period of its  operations  since
its inception,  except for two quarters,  and it had an  accumulated  deficit at
March 31, 1999, of $134 million.

         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.





                                       -9-

<PAGE>

Year 2000 Readiness

         The Year 2000 computer  problem  originated  from  programmers  writing
software code that used two digits instead of four to represent the year.  After
December 31, 1999,  computers and software may incorrectly  assume that the year
is "1900" rather than "2000." This could lead to system failures and disruptions
to activities and operations.  In addition,  Year 2000 is a leap year, which may
further exacerbate incorrect calculations, functions or system failures. At this
time it is difficult to predict the effects such disruptions  could have and the
liabilities  that any company may face as a result of these failures.  Moreover,
companies  must not only consider their own products and computer  systems,  but
also the Year 2000 readiness of any third parties, including principal vendors.

State of Readiness

         The Company  became aware in 1997 of its potential Year 2000 issues and
established  a plan to assess  its Year  2000  issues  and  develop  an  overall
strategy.  In 1998,  the Company began an  assessment  of its products,  its own
information  technology  ("IT") and non-IT systems and the Company's  vendors to
determine whether they are or will be Year 2000 ready. To ensure that the IT and
non-IT  systems  are,  or will be,  Year 2000  ready,  surveys of the  Company's
products,  services  and systems  were  conducted.  These  included:  audits and
analyses of the Company's  internal IT systems including  hardware and software;
assessment of critical  non-IT systems;  and surveys on principal  vendors as to
Year 2000  readiness.  The  Company  identified  several  internal IT and non-IT
systems that were not Year 2000 ready.  These internal  systems have either been
replaced  or  modified  with Year 2000 ready  systems or will be upgraded to the
Year 2000 ready  product.  All  internal  system  upgrades  are  expected  to be
completed  by the third  quarter  of 1999.  The  Company  has  received  written
assurances from material principal vendors as to Year 2000 readiness within that
timeframe.

         The majority of the Company's  efforts  regarding  Year 2000  readiness
focused on the Company's products,  specifically  software  applications.  As an
integral part of the Company's  assessment of whether its software  products are
Year 2000 ready it has  established  a Year 2000 test force (the "Test  Force").
The Test Force has been tasked with  providing  testing  and  validation  of the
Company's Year 2000 readiness of its software  products  currently being sold to
its customers. The Company believes that the current versions of the TREEV Suite
of software  products are Year 2000 ready.  Customers  using versions other than
current  versions  of the  software  products  have been given the  opportunity,
pursuant to maintenance plans or upgrade options, to receive current versions of
the software.


                                       -10-
<PAGE>

Costs to Address Year 2000 Readiness Issues

         The  calculation  of costs  incurred  has been  limited to bringing the
Company's  software  products,  and its own IT and  non-IT  systems to Year 2000
readiness  or to  accelerating  replacement  systems to become  Year 2000 ready.
Costs incurred in the normal  maintenance of the Company's IT and non-IT systems
are not included. The total cost of the Year 2000 readiness project is estimated
at $740,000  and is being  funded  through  operating  cash flows.  Of the total
project cost,  approximately  $260,000 is  attributable  to  enhancements of the
Company's  software products and the purchase of new IT and non-IT systems which
will be capitalized.  The remaining $480,000 which will be expensed as incurred,
is not expected to have a material impact on the results of operations. To date,
the  Company has  incurred  approximately  $565,000  ($170,000  capitalized  and
$395,000  expensed) related to the assessment and validation efforts on the Year
2000 readiness  project and the development of a modification  plan and purchase
of new IT and non-IT systems and systems modifications.

         The costs of the Year 2000 readiness  project and the date by which the
Company  believes it will  complete the Year 2000  readiness  modifications  are
based on  management's  best  estimates and are based on certain  assumptions of
future events,  including the continued  availability  of certain  resources and
other factors.  However,  there can be no guarantee that these estimates will be
achieved and actual  results  could differ  materially  from those  anticipated.
Specific factors that might cause such material differences include, but are not
limited  to, the  availability  and cost of  personnel  trained in the Year 2000
readiness  area and the  ability to locate and  correct  all  relevant  computer
codes.

Company's Contingency Plans

         At the present time, the Company  anticipates  that essential  software
products  and IT and non-IT  systems will be validated as Year 2000 ready in all
material respects. This belief is based on the progress to date and the assessed
degree of difficulty  associated with the remaining  phases to achieve Year 2000
readiness.  Contingency plans are under development and the Company  anticipates
that acceptable  alternatives  will be available in the event that a contingency
arises.  These contingency plans generally anticipate use of alternative vendors
for hardware and  operating  systems.  Nevertheless,  it is not possible for the
Company to fully assess the likelihood or magnitude of consequences of Year 2000
issues, should representations made by vendors prove to be in error.

Year 2000 Information and Readiness Disclosure Act

         This  section  captioned  "Year  2000  Readiness,"  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."

                                      -11-
<PAGE>

Results of Operations - Three months ended March 31, 1999 and 1998

                   Revenues.  Total  revenues were $5.5 million and $6.2 million
for the three months ended March 31, 1999 and 1998,  respectively.  The $700,000
decrease in  revenue  was  the  result  of a decrease in product revenue of $1.1
million,  or 31%, offset by an increase in service revenue of $400,000,  or 16%.
The decrease in product  revenue was  attributable  to postponed  contracts from
prospective  government and banking customers who have delayed implementation of
new systems due to fiscal  funding  appropriations  or  completion  of Year 2000
readiness.  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 5
percentage  points for the three months  ended March 31,  1999,  compared to the
same  period in 1998,  as cost of  products  sold  increased  from 51% to 56% of
sales.  The decrease in product  sales margins from 49% to 44% was primarily due
to the  increased  sales mix of  hardware.  Profit  margins  for  service  sales
increased  2  percentage  points  for the three  months  ended  March 31,  1999,
compared to the same period in 1998, as the cost of services  decreased from 70%
to 68% of sales.  The increase in service  sales margins from 30% to 32% was due
to the Company's  increasing emphasis on its custom development and professional
services.

                   Sales and marketing.  Sales and marketing  expenses were $2.4
million, or 43% of revenue,  for the three months ended March 31, 1999, compared
to $2.7 million, or 44% of revenue, for the same period in 1998. The decrease of
$300,000, or 12%, was the result of reduced sales expenses  attributable  to the
decrease in product revenue  combined with continuing cost reduction  efforts by
the Company.

                   General and  administrative.  G&A expenses were $800,000,  or
14% of revenue,  for the three  months  ended March 31,  1999,  compared to $1.2
million,  or 19% of  revenue,  for the same  period  in 1998.  The  decrease  of
$400,000, or 34%, was due to the Company's continued cost reduction efforts.

                   Product development.  The Company's  expenditures on software
research and development  activities ("R&D") in the three months ended March 31,
1999,  were $1.4 million,  of which  $600,000 was  capitalized  and $800,000 was
expensed.  R&D  expenditures for the same period in 1998 were also $1.4 million,
of which $400,000 was  capitalized  and $1.0 million was expensed.  The $200,000
increase in capitalized R&D expenditures was attributable the development of the
Company's new TREEV 2000 Suite of integrated document management software, which
was completed in April 1999.



                                      -12-
<PAGE>

                   Net loss.  The  Company's net loss for the three months ended
March 31, 1999,  was $1.9 million as compared to $2.4 million for the comparable
period of 1998.  The net loss  decrease of $500,000 in the first quarter of 1999
as  compared to the same  period in 1998 was due to the  decreases  in sales and
marketing and G&A expenses described above.

                   Net loss applicable to Common Shares. The net loss applicable
to common  shares  includes  adjustments  for  dividend  amounts  related to the
Company's  preferred  stock.  The net loss  applicable to common shares was $2.2
million,  or $0.18 per share,  for the three  months  ended March 31,  1999,  as
compared to $2.8 million or $0.40 per share, for the comparable  period in 1998.
The decrease in net loss  applicable  to common  shares is  attributable  to the
decrease in net loss described above.


Liquidity and Capital Resources

         As of March 31,  1999,  the Company  had $2.6  million in cash and cash
equivalents,  as  compared  to $1.6  million  in cash  and cash  equivalents  at
December 31, 1998.  Net working  capital was $900,000 at March 31, 1999 and $2.5
million at December 31, 1998.

         For the three months ended March 31, 1999, the $1.0 million increase in
cash and cash  equivalents  resulted  from  $900,000  in cash used in  operating
activities  and  $600,000 in cash used in investing  activities,  offset by $2.5
million in cash provided by financing activities.

         The $900,000 used in operating activities arose primarily from the $1.9
million loss from operations,  the $800,000 decrease in accrued expenses, offset
by the $1.6 million increase in accounts and notes receivable. The $600,000 used
in investing  activities arose primarily from capitalized  software  development
costs.  The $2.5 million  provided by financing  activities arose primarily from
the $700,000  proceeds from the issuance of Common Stock and the $2.0 million in
borrowings under the revolving line of credit.

         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  February 28, 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.



                                      -13-
<PAGE>

         The adverse results of operations that the Company has experienced have
been  declining.  Although the Company  expects the trend of improved  operating
results  to  continue,  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. 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 equity securities and/or further reductions of operating
expenses (such as travel, marketing, consulting and salaries).

         Due to the collapse and delayed recovery of the Asian financial market,
one of TREEV's  customers in Malaysia was unable to fulfill the original payment
terms of its  agreement  with the  Company.  In order to  comply  with  standard
accounting rules, the Company reversed the revenue associated with the agreement
in the amounts of $841,000 in the second  quarter of 1998 and  $1,659,000 in the
third  quarter  of  1998,   thereby   decreasing   revenue  in  those  quarters.
Accordingly,  in March  1999,  the Company  filed  amendments  to its  quarterly
reports on Form 10-Q for the second and third quarters of 1998.

         Nasdaq  announced new listing  requirements  on February 23, 1998,  for
continued  inclusion  on  the  Nasdaq  National  Market.  Specifically,   Nasdaq
requires,  effective  February 23, 1998, that common and preferred stock trading
on its National Market  continuously have a minimum bid price of $1.00. At times
in 1997 and 1998, the Company's Common Stock had a minimum bid price below $1.00
before the  one-for-four  reverse  stock split in December  1998.  The Company's
Preferred Stock has consistently  traded with a minimum bid price of over $1.00.
Although the  Company's  Common  Stock is  currently  trading with a minimum bid
price above $1.00,  there can be no assurance  that the  Company's  Common Stock
will  continue  to trade with such a minimum  bid  price.  In the event that the
Company's Common Stock has a minimum bid price below $1.00, the Company believes
it can propose and effect a plan to achieve compliance; however, there can be no
assurance  that the Company will be able to stay in  compliance  with the Nasdaq
requirement.  While  the  Company  believes  that it can  continue  to meet  the
requirements  of the Nasdaq  Stock  Market,  any  ability to trade on a national
exchange could adversely impact the value of the Company's stock.



                                      -14-
<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 1999,  the  Company  completed  a private
placement of 388,500  shares of Common Stock  pursuant to Regulation D under the
Securities Act. Proceeds from the offering were $777,000.

         During the first  quarter of 1999,  the Company  issued  45,555  shares
of Common Stock under the Company's Employee Stock Purchase Plan.

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.

                  None.










                                      -15-
<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:  September 13, 2000             By /s/ Thomas A. Wilson
                                      ------------------------------------------
                                      Thomas A. Wilson
                                      President and Chief Executive Officer


Date:  September 13, 2000             By /s/ Brian H. Hajost
                                      ------------------------------------------
                                      Brian H. Hajost
                                      Executive Vice President, Finance and
                                      Corporate Development