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 September 30, 1999


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

                         Commission File Number 1-11135


                                   TREEV, INC.
             (Exact name of registrant as specified in its charter)

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

                 500 Huntmar Park Drive, Herndon, Virginia 20170
                    (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: 13,903,514 shares of
common stock, $.0001 par value, as of September 30, 1999.


<PAGE>


                                   TREEV, INC.

                                    Form 10-Q/A


                                Table of Contents



PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements.

             Consolidated Balance Sheets at September 30, 1999
             (unaudited) and December 31, 1998                             2

             Consolidated Statements of Operations (unaudited) for
             the three months ended September 30, 1999 and 1998            3

             Consolidated Statements of Operations (unaudited) for
             the nine months ended September 30, 1999 and 1998             4

             Consolidated Statement of Changes in Stockholders' Equity
             (unaudited) for the nine months ended September 30, 1999      5

             Consolidated Statements of Cash Flows (unaudited)
             for the nine months ended September 30, 1999 and 1998         6

             Notes to Consolidated Financial Statements                    7

Item 2. Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.                     10


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.                                                17

Item 6.  Exhibits and Reports on Form 8-K.                                 17

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


                                                     September 30,  December 31,
                                                          1999          1998
                                                      ------------  ------------
                                                      (Unaudited)
                                     ASSETS

Current assets:
   Cash and cash equivalents                             $     528    $   1,645
   Accounts and notes receivable, net                       12,868       11,419
   Inventories                                               1,093          911
   Prepaid expenses and other                                1,008          490
                                                         ---------    ---------
        Total current assets                                15,497       14,465
Fixed assets, net                                            1,160        1,578
Long-term notes receivable, net                                 26           47
Software development costs, net                              3,453        2,978
Goodwill, net                                                  208          332
Other assets                                                   116          122
                                                         ---------    ---------
          Total assets                                   $  20,460    $  19,522
                                                         =========    =========



                       LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
    Current debt maturities and
     obligations under capital leases                    $   4,501    $     342
    Accounts payable                                         2,636        2,327
    Accrued compensation and expenses                        1,050        1,448
    Deferred revenue                                         3,775        5,887
    Other accrued expenses                                   1,967        1,945
                                                         ---------    ---------
          Total current liabilities                         13,929       11,949
Long-term debt and obligations under
 capital leases                                                 20           43
                                                         ---------    ---------
          Total liabilities                                 13,949       11,992
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;
     13,903,514 and 12,367,888 shares
     issued and outstanding                                      1            1
    Additional paid-in-capital                             141,317      139,310
    Accumulated deficit                                   (134,807)    (131,781)
                                                         ---------    ---------
          Total stockholders' equity                         6,511        7,530
                                                         ---------    ---------
          Total liabilities and
           stockholders' equity                          $  20,460    $  19,522
                                                         =========    =========





   The accompanying notes are an integral part of these financial statements.
                                      -2-

<PAGE>

                                   TREEV, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               (In thousands, except share and per share amounts)
                                   (Unaudited)


                                               Three Months Ended September 30,
                                                       1999            1998
                                                   ------------    ------------

Revenue:
  Products                                         $      5,314    $      3,466
  Services                                                3,400           2,902
                                                   ------------    ------------
                                                          8,714           6,368
                                                   ------------    ------------
Costs and expenses:
  Cost of products sold                                   1,597           1,527
  Cost of services provided                               2,137           1,847
  Sales and marketing                                     2,706           2,748
  General and administrative                                761             925
  Product development                                     1,099             966
                                                   ------------    ------------
                                                          8,300           8,013
                                                   ------------    ------------
Income (loss) before investment and
 interest income and income taxes                           414          (1,645)
  Interest (expense) income, net                           (133)              3
                                                   ------------    ------------
Income (loss) before income taxes                           281          (1,642)
  Income tax benefit                                       --              --
                                                   ------------    ------------
Net income (loss)                                           281          (1,642)
                                                   ------------    ------------

Preferred stock dividends                                  (337)           (337)
                                                   ------------    ------------
Net income (loss) applicable to common shares      $       (56)    $     (1,979)
                                                   ============    ============

Net income (loss) per common share                 $      0.00     $      (0.24)
                                                   ============    ============

Weighted average shares outstanding                  12,851,866       8,248,327
                                                   ============    ============









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


                                      -3-
<PAGE>
                                   TREEV, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               (In thousands, except share and per share amounts)
                                   (Unaudited)


                                                Nine Months Ended September 30,
                                                     1999              1998
                                                 ------------      ------------

Revenue:
  Products                                       $     12,354      $     11,260
  Services                                              9,803             8,395
                                                 ------------      ------------
                                                       22,157            19,655
                                                 ------------      ------------
Costs and expenses:
  Cost of products sold                                 5,323             5,188
  Cost of services provided                             6,310             5,633
  Sales and marketing                                   7,828             8,585
  General and administrative                            2,394             3,175
  Product development                                   3,150             2,927
  Restructuring costs                                    --               1,505
                                                 ------------      ------------
                                                       25,005            27,013
                                                 ------------      ------------
Loss before investment and
 interest income and income taxes                      (2,848)           (7,358)
  Interest expense, net                                  (178)              (58)
                                                 ------------      ------------
Loss before income taxes                               (3,026)           (7,416)
  Income tax benefit                                     --                --
                                                 ------------      ------------
Net loss                                               (3,026)           (7,416)
                                                 ------------      ------------

Preferred stock dividends                              (1,011)           (1,011)
                                                 ------------      ------------
Net loss applicable to common shares             $     (4,037)     $     (8,427)
                                                 ============      ============

Net loss per common share                        $      (0.32)     $      (1.13)
                                                 ============      ============

Weighted average shares outstanding                12,792,448         7,489,378
                                                 ============      ============











   The accompanying notes are an integral part of these financial statements.
                                      -4-

<PAGE>

<TABLE>

                                   TREEV, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                      Nine months ended September 30, 1999
                      (In thousands, except share amounts)
                                   (Unaudited)


<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                             492,749                          854                                  854

Conversion of convertible notes                         1,042,877                        2,092                                2,092

Issuance of warrants                                                                        72                                   72

Dividends on preferred stock                                                            (1,011)                              (1,011)

Net loss                                                                                                     (3,026)         (3,026)
                            ------------------------   ---------------------------   ----------------  ----------------   ---------

Balance September 30, 1999  1,610,025     $ -          13,903,514       $ 1          $ 141,317           $ (134,807)        $ 6,511
                            ========================   ===========================   ================  ================   =========


</TABLE>











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

                                      -5-
<PAGE>
<TABLE>

                                   TREEV, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<CAPTION>
                                                                                                    Nine months Ended September 30,
                                                                                                        1999                   1998
                                                                                                      -------               -------
                                                                                                             (In thousands)
<S>                                                                                                  <C>                   <C>
Cash flows from operating activities:
    Net loss                                                                                         $ (3,026)             $ (7,416)
    Adjustments to reconcile net loss to net cash
         used in operating activities:
              Depreciation and amortization                                                             1,703                 1,762
              Restructuring costs                                                                        --                   1,505
              Other non-cash adjustments                                                                  223                    77
              Changes in assets and liabilities:
                        Accounts and notes receivable                                                  (1,713)                1,536
                        Inventories                                                                      (182)                 (105)
                        Prepaid expenses and other                                                       (301)                    2
                        Accounts payable                                                                  310                   (80)
                        Accrued expenses                                                                 (757)                 (618)
                        Deferred revenues                                                              (2,112)                  250
                                                                                                     --------              --------
Net cash (used in) operating activities                                                                (5,855)               (3,087)
                                                                                                     --------              --------

Cash flows from investing activities:
     Software development costs                                                                        (1,252)               (1,072)
     Purchases of fixed assets                                                                           (384)                 (548)
     Cash received from business divestitures and related costs                                           285                 7,230
                                                                                                     --------              --------
Net cash (used in) provided by investing activities                                                    (1,351)                5,610
                                                                                                     --------              --------

Cash flows from financing activities:
     Proceeds from issuance of common stock, net                                                          854                 4,318
     Proceeds from issuance of preferred stock, net                                                      --                   9,707
     Cash dividends paid on preferred stock                                                              (674)                 (337)
     Redemption of  Redeemable Series F preferred stock                                                  --                  (6,548)
     Redemption of convertible preferred stock                                                           --                  (7,085)
     Proceeds from issuance of convertible notes                                                        1,997                  --
     Redemption of convertible notes                                                                     (200)               (1,500)
     Proceeds from issuance of subordinated notes                                                       1,100                  --
     Borrowings of debt                                                                                14,862                  --
     Repayments of debt                                                                               (11,745)                 --
     Principal payments on capital lease obligations                                                     (105)                 (603)
                                                                                                     --------              --------
Net cash provided by (used in) financing activities                                                     6,089                (2,048)
                                                                                                     --------              --------

Net (decrease) increase in cash and cash equivalents                                                   (1,117)                  475
Cash and cash equivalents at beginning of year                                                          1,645                 3,816
                                                                                                     --------              --------
Cash and cash equivalents at September 30,                                                           $    528              $  4,291
                                                                                                     ========              ========

Supplemental Cash Flow Information:
     Interest paid                                                                                   $    144              $    191
                                                                                                     ========              ========

</TABLE>

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

                                      -6-


<PAGE>


                                   TREEV, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 1999 and 1998

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 nine-month period ended September
30, 1999 may not be  indicative of the results that may be expected for the year
ending December 31, 1999.


2.   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 current interest rate at September 30, 1999, was 10.25%. 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 September
30, 1999, the Company had $3,301,000 outstanding under the line of credit.

3.       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
September 30, 1999, all of the Notes had been converted or redeemed.

4.       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, as amended. Proceeds from the offering were $777,000 and offering costs
were approximately $71,000.

                                       -7-
<PAGE>

During the first and third  quarters  of 1999,  the  Company  issued  45,555 and
30,510 shares, respectively,  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.

5.       ISSUANCE OF CONVERTIBLE NOTES

During the second quarter of 1999, the Company issued,  pursuant to Regulation D
under  the  Securities  Act of 1933,  as  amended,  8%  Convertible  Notes  (the
"Convertible  Notes") due October 1, 1999,  totaling  $2,000,000,  together with
warrants to purchase 50,000 shares of Common Stock at an exercise price of $2.00
per  share.  The  Company  estimated  the  fair  value  of  the  warrants  to be
approximately  $50,000  in the  aggregate  and has  recognized  this  additional
borrowing cost over the term of the Convertible  Notes pursuant to the effective
interest rate method. After giving consideration to the stated interest rate and
the  estimated  fair value of the warrants at the issuance  date,  the Company's
effective  interest  rate  related to the  Convertible  Notes was  approximately
14.9%. The Convertible Notes were convertible,  at the Company's election,  into
Common Stock at a conversion  price of $2.00 per share.  On September  30, 1999,
the Convertible  Notes and related interest were converted into 1,042,877 shares
of Common Stock.

6.       ISSUANCE OF SUBORDINATED PROMISSORY NOTES

During  the  third  quarter  of 1999,  the  Company  issued  a 14%  Subordinated
Promissory Note (the "Promissory Note") due June 1, 2000,  totaling  $1,100,000.
The Promissory Note is  subordinated  to the Company's  revolving line of credit
and is 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  Note may be prepaid at any time
without premium or penalty.

7.       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.

                                       -8-
<PAGE>

software maintenance contracts,  installation,  training, and customization. The
following  table sets forth  summarized  financial  information  concerning  the
Company's  reportable segments for the periods ended September 30, 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                          $12,354             $9,803              $ ---            $22,157
    Segment profit (loss)                 910             (1,364)             (2,394)           (2,848)
1998
    Revenues                          $11,260             $8,395              $ ---            $19,655
    Segment profit (loss)                (523)            (2,155)             (4,680)           (7,358)


</TABLE>


























                                       -9-
<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 three quarters,  and it had an accumulated deficit at
September 30, 1999 of $135 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.

         Revenues  for any  period  depend  on the  number,  size and  timing of
license  agreements.  The size and timing of license  agreements is difficult to
forecast  because  software  sales  cycles  are  affected  by the  nature of the
transactions, including the scope of

                                      -10-
<PAGE>

the solutions to be licensed and the  organizational and geographic scope of the
licenses.  Also,  the  number,  size and  timing of  license  agreements  may be
affected by external  factors  including  the effects of such  conditions on the
Company's customers and prospects, or competitors' actions. A small variation in
the timing of software licensing transactions,  particularly near the end of any
quarter or year, can cause  significant  variations in software  product license
revenues in any period.

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 fourth  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.

                                     -11-
<PAGE>

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.

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 $730,000  and is being  funded  through  operating  cash flows.  Of the total
project cost,  approximately  $255,000 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 $475,000 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 $665,000 ($465,000 expensed and $200,000
capitalized)  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.

                                      -12-
<PAGE>

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."

Results of Operations - Nine months ended September 30, 1999 and 1998

                   Revenues. Total revenues were $22.2 million and $19.7 million
for the nine months ended  September 30, 1999 and 1998,  respectively.  The $2.5
million  increase in revenue was the result of an increase in product revenue of
$1.1 million,  or 10%, and an increase in service  revenue of $1.4  million,  or
17%. The increase in product revenue was attributable to continued growth of the
Company's direct and indirect channels along with the introduction of the eTREEV
product  technology.  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 increased 3%
for the nine months ended  September  30,  1999,  compared to the same period in
1998, as cost of products sold decreased from 46% to 43% of sales.  The increase
in product  sales  margins from 54% to 57% was  primarily  due to the  increased
sales  mix of the  Company's  internally  developed  software  products.  Profit
margins for service sales  increased 3% for the nine months ended  September 30,
1999, as compared to the same period in 1998, as the cost of services  decreased
from 67% to 64% of sales.  The increase in service sales margins from 33% to 36%
was due to the  Company's  continued  emphasis  on its  custom  development  and
professional services.

                   Sales and marketing.  Sales and marketing  expenses were $7.8
million  or 35% of  revenue,  for the nine  months  ended  September  30,  1999,
compared to $8.6 million,  or 44% of revenue,  for the same period in 1998.  The
decrease of $800,000, or 9%, was the result of continuing cost reduction efforts
by the Company.

                   General and  administrative.  G&A expenses were $2.4 million,
or 11% of revenue,  for the nine months ended  September  30, 1999,  compared to
$3.2 million,  or 16% of revenue,  for the same period in 1998.  The decrease of
$800,000, or 25%, was due to the Company's continued cost reduction efforts.

                   Product development.  The Company's  expenditures on software
research and development  activities ("R&D") for the nine months ended September
30, 1999,  were $4.4  million,  of which $1.3 million was  capitalized  and $3.1
million was  expensed.  R&D  expenditures  for the same period in 1998 were $4.0
million,  of which $1.1 million was  capitalized  and $2.9 million was expensed.
The $400,000  increase in R&D  expenditures  was primarily  attributable  to the
development of the Company's new eTREEV product technology.

                                      -13-
<PAGE>

                   Net loss.  The  Company's  net loss for the nine months ended
September  30, 1999,  was $(3.0)  million as compared to $(7.4)  million for the
comparable  period in 1998. The net loss decrease of $4.3 million was due to the
increase in gross margins, the decrease in sales and marketing and G&A expenses,
and the  restructuring  charge incurred in the second quarter of 1998, offset by
an increase in product development costs.


                   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 $(4.0)
million,  or $(0.32) per share, for the nine months ended September 30, 1999, as
compared to $(8.4) million,  or $(1.13) 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 and an increase in the weighted average
shares outstanding.

Results of Operations - Three months ended September 30, 1999 and 1998

                   Revenues.  Total  revenues were $8.7 million and $6.4 million
for the three months ended September 30, 1999 and 1998,  respectively.  The $2.3
million  increase in revenue was the result of an increase in product revenue of
$1.8 million,  or 53%, and an increase in service  revenue of $500,000,  or 17%.
The increase in product  revenue was  attributable  to  continued  growth of the
Company's direct and indirect channels along with the introduction of the eTREEV
product  technology.  The  increase  in service  revenues  was  attributable  to
increased  staffing  and  continued  management  emphasis  on  the  professional
services business.

                   Profit  margins.  Profit margins for product sales  increased
14% for the three months ended  September 30, 1999,  compared to the same period
in 1998,  as cost of  products  sold  decreased  from 44% to 30% of  sales.  The
increase  in product  sales  margins  from 56% to 70% was  primarily  due to the
increased sales mix of the Company's  internally  developed  software  products.
Profit  margins  for  service  sales  increased  1% for the three  months  ended
September 30, 1999, compared to the same period in 1998, as the cost of services
decreased  from 64% to 63% of sales.  The increase in service sales margins from
36% to 37% was due to the Company's continued emphasis on its custom development
and professional services.

                   Sales and marketing.  Sales and marketing  expenses were $2.7
million,  or 31% of revenue,  for the three  months  ended  September  30, 1999,
compared to $2.7 million,  or 43% of revenue,  for the same period in 1998.  The
associated expenses remained stable over the comparable periods.

                                      -14-

<PAGE>

                   General and  administrative.  G&A expenses were $800,000,  or
9% of revenue,  for the three  months  ended  September  30,  1999,  compared to
$900,000,  or 15% of  revenue,  for the same  period in 1998.  The  decrease  of
$100,000, or 11%, was due to the Company's continued cost reduction efforts.


                   Product development.  The Company's  expenditures on software
R&D activities for the three months ended September 30, 1999, were $1.5 million,
of  which  $400,000  was  capitalized   and  $1.1  million  was  expensed.   R&D
expenditures  for the same period in 1998 were $1.3 million,  of which  $300,000
was  capitalized  and $1.0 million was  expensed.  The $200,000  increase in R&D
expenditures was primarily  attributable to the development of the Company's new
eTREEV product technology.

                   Net income  (loss).  The  Company's  net income for the three
months ended  September 30, 1999,  was $281,000 as compared to a $(1.6)  million
net loss  for the  comparable  period  in 1998.  The net loss  decrease  of $1.9
million  was  primarily  attributable  to the  $2.0  million  increase  in gross
margins.


                   Net income (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 income  applicable to common shares was
$(56,000),  or $.(00) per share,  for the three months ended September 30, 1999,
as  compared  to a net loss of $(2.0)  million,  or $(0.24)  per share,  for the
comparable  period in 1998. The decrease in net loss applicable to common shares
was  attributable to the decrease in net loss described above and an increase in
the weighted average shares outstanding.


Liquidity and Capital Resources

         As of  September  30,  1999,  the Company had $528,000 in cash and cash
equivalents,  as  compared  to $1.6  million  in cash  and cash  equivalents  at
December 31, 1998.  Net working  capital was $1.6 million at September 30, 1999,
and $2.5 million at December 31, 1998.

         For the nine months ended September 30, 1999, the $1.1 million decrease
in cash and cash  equivalents  resulted  from $6.1 million in cash  generated by
financing  activities,  offset by $5.9 million used to fund operating activities
and $1.3 million in cash used to fund investing activities.

         The $6.1 million provided by financing  activities arose primarily from
the issuance of the convertible notes and the subordinated  notes along with the
draws under the  Company's  revolving  line of credit.  The $5.9 million used by
operating  activities  arose primarily with respect to the $3.0 million net loss
from operations, offset by the $1.7  million in  depreciation  and  amortization

                                      -15-
<PAGE>


charges,  the $1.7  million  increase  in  accounts  receivable,  the  $800,0000
decrease in accrued expenses and the $2.1 decrease in deferred revenues. The$1.3
million used by investing  activities  arose  primarily from the $1.3 million in
capitalized software development cost.

         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.

         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).

         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.

                                      -16-
<PAGE>


PART II. OTHER INFORMATION

Item 1.              Legal Proceedings

         The Company is not  involved in any legal  proceedings,  other than the
routine litigation 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 of 1933, as amended. Proceeds from the offering were $777,000.

         During the first and third  quarters of 1999, the Company issued 45,555
and 30,510 shares,  respectively,  of Common Stock under the Company's  Employee
Stock Purchase Plan.

         During the second  quarter of 1999,  the Company  issued 8% Convertible
Notes (the  "Convertible  Notes") totaling  $2,000,000  pursuant to Regulation D
under the Securities Act of 1933, as amended.  During the third quarter of 1999,
the Convertible  Notes and related interest were converted into 1,042,877 shares
of Common 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.

                  None.





                                      -17-

<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:  March 28, 2000                 By /s/ Thomas A. Wilson
                                      ------------------------------------------
                                      Thomas A. Wilson
                                      President and Chief Executive Officer


Date:  March 28, 2000                 By /s/ Brian H. Hajost
                                      ------------------------------------------
                                      Brian H. Hajost
                                      Executive Vice President, Finance and
                                      Corporate Development
























                                      -18-